AGREEMENT AND PLAN OF REORGANIZATION ("Agreement") among
TUNLAW INTERNATIONAL CORPORATION, a Delaware corporation ("Tunlaw"),
AMERICAN CAREER CENTERS, INC., a Nevada corporation ("ACCI") and
the persons listed in Exhibit A hereof (collectively the
"Shareholders"), being the owners of record of all of the issued and
outstanding stock of Tunlaw.
Whereas, ACCI wishes to acquire and the Shareholders wish to
transfer all of the issued and outstanding securities of Tunlaw in a
transaction intended to qualify as a reorganization within the
meaning of Section 368(a)(1)(B) of the Internal Revenue Code of
1986, as amended.
Now, therefore, Tunlaw, ACCI and the Shareholders adopt this
plan of reorganization and agree as follows:
1. EXCHANGE OF STOCK
1.1. NUMBER OF SHARES. The Shareholders agree to transfer
to ACCI at the Closing (defined below) the number of shares of
common stock of Tunlaw, $.0001 par value per share, shown opposite
their names in Exhibit A, in exchange pro rata for an aggregate of
200,000 shares of voting common stock of ACCI, $0.0001 par value per
share.
1.2. EXCHANGE OF CERTIFICATES. Each holder of an
outstanding certificate or certificates theretofore representing
shares of Tunlaw common stock shall surrender such certificate(s)
for cancellation to ACCI, and shall receive in exchange a
certificate or certificates representing the number of full shares
of ACCI common stock into which the shares of Tunlaw common stock
represented by the certificate or certificates so surrendered shall
have been converted. The transfer of Tunlaw shares by the
Shareholders shall be effected by the delivery to ACCI at the
Closing of certificates representing the transferred shares endorsed
in blank or accompanied by stock powers executed in blank.
1.3. FRACTIONAL SHARES. Fractional shares of ACCI common
stock shall not be issued, but in lieu thereof ACCI shall round up
fractional shares to the next highest whole number.
1.4. FURTHER ASSURANCES. At the Closing and from time to
time thereafter, the Shareholders shall execute such additional
instruments and take such other action as ACCI may request in order
more effectively to sell, transfer, and assign the transferred stock
to ACCI and to confirm ACCI's title thereto.
2. RATIO OF EXCHANGE. The securities of Tunlaw owned by
the Shareholders, and the relative securities of ACCI for which
they will be exchanged, are set out opposite their names in Exhibit A.
3. CLOSING.
3.1. TIME AND PLACE. The Closing contemplated herein
shall be held as soon as possible at the offices of ▇▇▇▇▇▇▇ &
Associates at ▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇.▇. unless another
place or time is agreed upon in writing by the parties without
requiring the meeting of the parties hereof. All proceedings to be
taken and all documents to be executed at the Closing shall be
deemed to have been taken, delivered and executed simultaneously,
and no proceeding shall be deemed taken nor documents deemed
executed or delivered until all have been taken, delivered and
executed. The date of Closing may be accelerated or extended by
agreement of the parties.
3.2. FORM OF DOCUMENTS. Any copy, facsimile
telecommunication or other reliable reproduction of the writing or
transmission required by this Agreement or any signature required
thereon may be used in lieu of an original writing or transmission
or signature for any and all purposes for which the original could
be used, provided that such copy, facsimile telecommunication or
other reproduction shall be a complete reproduction of the entire
original writing or transmission or original signature.
4. UNEXCHANGED CERTIFICATES. Until surrendered, each
outstanding certificate that prior to the Closing represented Tunlaw
common stock shall be deemed for all purposes, other than the
payment of dividends or other distributions, to evidence ownership
of the number of shares of ACCI common stock into which it was
converted. No dividend or other distribution shall be paid to the
holders of certificates of Tunlaw common stock until presented for
exchange at which time any outstanding dividends or other
distributions shall be paid.
5. REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS
The Shareholders, individually and separately, represent and
warrant as follows:
5.1. TITLE TO SHARES. The Shareholders, and each of them,
are the owners, free and clear of any liens and encumbrances, of the
number of Tunlaw shares which are listed in the attached schedule
and which they have contracted to exchange.
5.2. LITIGATION. There is no litigation or proceeding
pending, or to any Shareholder's knowledge threatened, against or
relating to shares of Tunlaw held by the Shareholders.
6. REPRESENTATIONS AND WARRANTIES OF TUNLAW. Tunlaw
represents and warrants that:
6.1. CORPORATE ORGANIZATION AND GOOD STANDING. Tunlaw is
a corporation duly organized, validly existing, and in good standing
under the laws of the State of Delaware and is qualified to do
business as a foreign corporation in each jurisdiction, if any, in
which its property or business requires such qualification.
6.2. REPORTING COMPANY STATUS. Tunlaw has filed with the
Securities and
Exchange Commission a registration statement on Form 10-SC which
became effective pursuant to the Securities Exchange Act of 1934 and
is a reporting company pursuant to Section12(g) thereunder.
6.3. REPORTING COMPANY FILINGS. Tunlaw has timely filed
and is current on all
reports required to be filed by it pursuant to Section13 of the
Securities Exchange Act of 1934.
6.4. CAPITALIZATION. Tunlaw's authorized capital stock
consists of 50,000,000 shares
of Common Stock, $.0001 par value, of which 5,000,000 shares are
issued and outstanding, and 10,000,000 shares of Preferred Stock, of
which no shares are issued or outstanding.
6.5. ISSUED STOCK. All the outstanding shares of its
Common Stock are duly
authorized and validly issued, fully paid and non-assessable.
6.6. STOCK RIGHTS. Except as set out by schedule attached
hereto, there are no
stock grants, options, rights, warrants or other rights to purchase
or obtain Tunlaw Common or Preferred Stock issued or committed to be
issued.
6.7. CORPORATE AUTHORITY. Tunlaw has all requisite
corporate power and authority
to own, operate and lease its properties, to carry on its business
as it is now being conducted and to execute, deliver, perform and
conclude the transactions contemplated by this Agreement and all
other agreements and instruments related to this agreement.
6.8. AUTHORIZATION. Execution of this agreement has been
duly authorized and
approved by Tunlaw's board of directors.
6.9. SUBSIDIARIES. Except as set out by the schedule
attached hereto, Tunlaw has no subsidiaries.
6.10. FINANCIAL STATEMENTS. Tunlaw's financial statements
dated as of
December 31st, 1998 copies of which will have been delivered by
Tunlaw to ACCI prior to the Closing Date (the "Tunlaw Financial
Statements"), fairly present the financial condition of Tunlaw as of
the date therein and the results of its operations for the periods
then ended in conformity with generally accepted accounting
principles consistently applied.
6.11. ABSENCE OF UNDISCLOSED LIABILITIES. Except to the
extent reflected or
reserved against in the Tunlaw Financial Statements, Tunlaw did not
have at that date any liabilities or obligations (secured,
unsecured, contingent, or otherwise) of a nature customarily
reflected in a corporate balance sheet prepared in accordance with
generally accepted accounting principles.
6.12. NO MATERIAL CHANGES. Except as set out by attached
schedule, there has been
no material adverse change in the business, properties, or financial
condition of Tunlaw since the date of the Tunlaw Financial Statements.
6.13. LITIGATION. Except as set out by attached schedule,
there is not, to the knowledge
of Tunlaw , any pending, threatened, or existing litigation,
bankruptcy, criminal, civil, or regulatory proceeding or
investigation, threatened or contemplated against Tunlaw or against
any of its officers.
6.14. CONTRACTS. Except as set out by attached schedule,
Tunlaw is not a party to
any material contract not in the ordinary course of business that is
to be performed in whole or in part at or after the date of this
agreement.
6.15. TITLE. Except as set out by attached schedule,
Tunlaw has good and marketable
title to all the real property and good and valid title to all other
property included in the Tunlaw Financial Statements. Except as set
out in the balance sheet thereof, the properties of Tunlaw are not
subject to any mortgage, encumbrance, or lien of any kind except
minor encumbrances that do not materially interfere with the use of
the property in the conduct of the business of Tunlaw .
6.16. TAX RETURNS. Except as set out by attached schedule,
all required tax returns
for federal, state, county, municipal, local, foreign and other
taxes and assessments have been properly prepared and filed by
Tunlaw for all years for which such returns are due unless an
extension for filing any such return has been filed. Any and all
federal, state, county, municipal, local, foreign and other taxes
and assessments, including any and all interest, penalties and
additions imposed with respect to such amounts have been paid or
provided for. The provisions for federal and state taxes reflected
in the Tunlaw Financial Statements are adequate to cover any such
taxes that may be assessed against Tunlaw in respect of its business
and its operations during the periods covered by the Tunlaw
Financial Statements and all prior periods.
6.17. NO VIOLATION. The Closing will not constitute or
result in a breach or default
under any provision of any charter, bylaw, indenture, mortgage,
lease, or agreement, or any order, judgment, decree, law, or
regulation to which any property of Tunlaw is subject or by which
Tunlaw is bound.
7. REPRESENTATIONS AND WARRANTIES OF ACCI. ACCI
represents and warrants that:
7.1. CORPORATE ORGANIZATION AND GOOD STANDING. ACCI is a
corporation duly organized, validly existing, and in good standing
under the laws of the State of Nevada and is qualified to do
business as a foreign corporation in each jurisdiction, if any, in
which its property or business requires such qualification.
7.2. CAPITALIZATION. ACCI's authorized capital stock
consists of 120,000,000 shares consisting of 100,000,000 shares of
Common Stock, $.0001 par value, of which 5,549,000 shares have been
issued and are outstanding, and 20,000,000 shares of Preferred
▇▇▇▇▇, ▇.▇▇▇▇ par value per share of which no shares have been
issued and outstanding.
7.3. ISSUED STOCK. All the outstanding shares of its
Common Stock are duly authorized and validly issued, fully paid and
non-assessable.
7.4. STOCK RIGHTS. Except as set out by attached
schedule, there are no stock grants, options, rights, warrants or
other rights to purchase or obtain ACCI Common or Preferred Stock
issued or committed to be issued.
7.5. CORPORATE AUTHORITY. ACCI has all requisite
corporate power and authority to own, operate and lease its
properties, to carry on its business as it is now being conducted
and to execute, deliver, perform and conclude the transactions
contemplated by this Agreement and all other agreements and
instruments related to this agreement.
7.6. AUTHORIZATION. Execution of this agreement has been
duly authorized and approved by ACCI's board of directors.
7.7. SUBSIDIARIES. Except as set out in schedule attached
hereto, ACCI has no subsidiaries.
7.8. FINANCIAL STATEMENTS. ACCI's financial statements
which will have been delivered by ACCI
to Tunlaw prior to the Closing Date (the "ACCI Financial
Statements"), fairly present the financial condition of ACCI as of
the date therein and the results of its operations for the periods
then ended in conformity with generally accepted accounting
principles consistently applied.
7.9. ABSENCE OF UNDISCLOSED LIABILITIES. Except to the
extent reflected or reserved against in the ACCI Financial
Statements, ACCI did not have at that date any liabilities or
obligations (secured, unsecured, contingent, or otherwise) of a
nature customarily reflected in a corporate balance sheet prepared
in accordance with generally accepted accounting principles.
7.10. NO MATERIAL CHANGES. Except as set out by attached
schedule, there has been no material adverse change in the business,
properties, or financial condition of ACCI since the date of the
ACCI Financial Statements.
7.11. LITIGATION. Except as set out by attached schedule,
there is not, to the knowledge of ACCI, any pending, threatened, or
existing litigation, bankruptcy, criminal, civil, or regulatory
proceeding or investigation, threatened or contemplated against ACCI
or against any of its officers.
7.12. CONTRACTS. Except as set out by attached schedule,
ACCI is not a party to any material contract not in the ordinary
course of business that is to be performed in whole or in part at or
after the date of this agreement.
7.13. TITLE. Except as set out by attached schedule, ACCI
has good and marketable title to all the real property and good and
valid title to all other property included in the ACCI Financial
Statements. Except as set out in the balance sheet thereof, the
properties of ACCI are not subject to any mortgage, encumbrance, or
lien of any kind except minor encumbrances that do not materially
interfere with the use of the property in the conduct of the
business of ACCI.
7.14. TAX RETURNS. Except as set out by attached schedule,
all required tax returns for federal, state, county, municipal,
local, foreign and other taxes and assessments have been properly
prepared and filed by ACCI for all years for which such returns are
due unless an extension for filing any such return has been filed.
Any and all federal, state, county, municipal, local, foreign and
other taxes and assessments, including any and all interest,
penalties and additions imposed with respect to such amounts have
been paid or provided for. The provisions for federal and state
taxes reflected in the ACCI Financial Statements are adequate to
cover any such taxes that may be assessed against ACCI in respect of
its business and its operations during the periods covered by the
ACCI Financial Statements and all prior periods.
7.15. NO VIOLATION. The Closing will not constitute or
result in a breach or default under any provision of any charter,
bylaw, indenture, mortgage, lease, or agreement, or any order,
judgment, decree, law, or regulation to which any property of ACCI
is subject or by which ACCI is bound.
8. CONDUCT PENDING THE CLOSING
Tunlaw , ACCI and the Shareholders covenant that between the
date of this Agreement and the Closing as to each of them:
8.1. No change will be made in the charter documents,
by-laws, or other corporate documents of Tunlaw.
8.2. Tunlaw will use its best efforts to maintain and
preserve its business organization, employee relationships, and
goodwill intact, and will not enter into any material commitment
except in the ordinary course of business.
8.3. No change will be made in the charter documents,
by-laws, or other corporate documents of ACCI.
8.4. ACCI will use its best efforts to maintain and
preserve its business organization, employee relationships, and
goodwill intact, and will not enter into any material commitment
except in the ordinary course of business.
8.5. None of the Shareholders will sell, transfer, assign,
hypothecate, lien, or otherwise dispose or encumber the Tunlaw
shares of common stock owned by them.
9. CONDITIONS PRECEDENT TO OBLIGATION OF THE SHAREHOLDERS
The Shareholder's obligation to consummate this exchange
shall be subject to fulfillment on or before the Closing of each of
the following conditions, unless waived in writing by the
Shareholders as appropriate:
9.1. ACCI'S REPRESENTATIONS AND WARRANTIES. The
representations and warranties of ACCI set forth herein shall be
true and correct at the Closing as though made at and as of that
date, except as affected by transactions contemplated hereby.
9.2. ACCI'S COVENANTS. ACCI shall have performed all
covenants required by this Agreement to be performed by it on or
before the Closing.
9.3. BOARD OF DIRECTOR APPROVAL. This Agreement shall
have been approved by the Board of Directors of ACCI.
9.4. SUPPORTING DOCUMENTS OF ACCI. ACCI shall have
delivered to the Shareholders supporting documents in form and
substance reasonably satisfactory to the Shareholders, to the effect
that:
(a) A good standing certificate from the jurisdiction of
ACCI's organization stating that ACCI is a corporation duly
organized, validly existing, and in good standing;
(b) Secretary's certificate stating that ACCI's
authorized capital stock is as set forth herein;
(c) Certified copies of the resolutions of the board of
directors of ACCI authorizing the execution of this Agreement and
the consummation hereof;
(d) Secretary's certificate of incumbency of the officers
and directors of ACCI;
(e) ACCI's Financial Statements; and
(f) Any document as may be specified herein or required
to satisfy the conditions, representations and warranties enumerated
elsewhere herein.
10. CONDITIONS PRECEDENT TO OBLIGATION OF ACCI
ACCI's obligation to consummate this exchange shall be
subject to fulfillment on or before the Closing of each of the
following conditions, unless waived in writing by ACCI:
10.1. SHAREHOLDERS' REPRESENTATIONS AND WARRANTIES. The
representations and warranties of the Shareholders set forth herein
shall be true and correct at the Closing as though made at and as of
that date, except as affected by transactions contemplated hereby.
10.2. SHAREHOLDERS' COVENANTS. The Shareholders shall have
performed all covenants required by this Agreement to be performed
by them on or before the Closing.
10.3. TUNLAW'S REPRESENTATIONS AND WARRANTIES. The
representations and warranties of Tunlaw set forth herein shall be
true and correct at the Closing as though made at and as of that
date, except as affected by transactions contemplated hereby.
10.4. TUNLAW'S COVENANTS. Tunlaw shall have performed all
covenants required by this Agreement to be performed by them on or
before the Closing.
10.5. BOARD OF DIRECTOR APPROVAL. This Agreement shall
have been approved by the Board of Directors of Tunlaw.
10.6. SUPPORTING DOCUMENTS OF TUNLAW. Tunlaw shall have
delivered to the Shareholders supporting documents in form and
substance reasonably satisfactory to the Shareholders, to the effect
that:
(a) A good standing certificate from the jurisdiction of
Tunlaw's organization stating that Tunlaw is a corporation duly
organized, validly existing, and in good standing;
(b) Secretary's certificate stating that Tunlaw's
authorized capital stock is as set forth herein;
(c) Certified copies of the resolutions of the board of
directors of Tunlaw authorizing the execution of this Agreement and
the consummation hereof;
(d) Secretary's certificate of incumbency of the officers
and directors of Tunlaw;
(e) Tunlaw's Financial Statements; and
(f) Any document as may be specified herein or required
to satisfy the conditions, representations and warranties enumerated
elsewhere herein.
11. SHAREHOLDER REPRESENTATIVE. The Shareholders hereby
irrevocably designate and appoint ▇▇▇▇▇▇▇ & Associates, ▇▇▇▇ ▇
▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, as their agent
and attorney in fact (the "Shareholders' Representative") with full
power and authority until the Closing to execute, deliver, and
receive on their behalf all notices, requests, and other
communications hereunder; to fix and alter on their behalf the date,
time, and place of the Closing; to waive, amend, or modify any
provisions of this Agreement, and to take such other action on their
behalf in connection with this Agreement, the Closing, and the
transactions contemplated hereby as such agent or agents deem
appropriate; provided, however, that no such waiver, amendment, or
modification may be made if it would decrease the number of shares
to be issued to the Shareholders hereunder or increase the extent of
their obligation to indemnify Reorganization hereunder.
12. TERMINATION. This Agreement may be terminated (1) by
mutual consent in writing; (2) by any of the Shareholders, ACCI or
Tunlaw if there has been a material misrepresentation or material
breach of any warranty or covenant by any other party; or (3) by any
of the Shareholders, ACCIor Tunlaw if the Closing shall not have
taken place within 15 days following execution of this Agreement,
unless adjourned to a later date by mutual consent in writing.
13. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The
representations and warranties
of the Shareholders, ACCIand Tunlaw set out herein shall survive the
Closing.
14. ARBITRATION
14.1. SCOPE. The parties hereby agree that any and all
claims (except only for requests for injunctive or other equitable
relief) whether existing now, in the past or in the future as to
which the parties or any affiliates may be adverse parties, and
whether arising out of this agreement or from any other cause, will
be resolved by arbitration before the American Arbitration
Association within the District of Columbia.
14.2. CONSENT TO JURISDICTION, SITUS AND JUDGEMENT. The
parties hereby irrevocably consent to the jurisdiction of the
American Arbitration Association and the situs of the arbitration
(and any requests for injunctive or other equitable relief) within
the District of Columbia. Any award in arbitration may be entered
in any domestic or foreign court having jurisdiction over the
enforcement of such awards.
14.3. APPLICABLE LAW. The law applicable to the
arbitration and this agreement shall be that of the State of
Delaware, determined without regard to its provisions which would
otherwise apply to a question of conflict of laws.
14.4. DISCLOSURE AND DISCOVERY. The arbitrator may, in its
discretion, allow the parties to make reasonable disclosure and
discovery in regard to any matters which are the subject of the
arbitration and to compel compliance with such disclosure and
discovery order. The arbitrator may order the parties to comply
with all or any of the disclosure and discovery provisions of the
Federal Rules of Civil Procedure, as they then exist, as may be
modified by the arbitrator consistent with the desire to simplify
the conduct and minimize the expense of the arbitration.
14.5. RULES OF LAW. Regardless of any practices of
arbitration to the contrary, the arbitrator will apply the rules of
contract and other law of the jurisdiction whose law applies to the
arbitration so that the decision of the arbitrator will be, as much
as possible, the same as if the dispute had been determined by a
court of competent jurisdiction.
14.6. FINALITY AND FEES. Any award or decision by the
American Arbitration Association shall be final, binding and
non-appealable except as to errors of law or the failure of the
arbitrator to adhere to the arbitration provisions contained in this
agreement. Each party to the arbitration shall pay its own costs
and counsel fees except as specifically provided otherwise in this
agreement.
14.7. MEASURE OF DAMAGES. In any adverse action, the
parties shall restrict themselves to claims for compensatory damages
and\or securities issued or to be issued and no claims shall be made
by any party or affiliate for lost profits, punitive or multiple
damages.
14.8. COVENANT NOT TO ▇▇▇. The parties covenant that under
no conditions will any party or any affiliate file any action
against the other (except only requests for injunctive or other
equitable relief) in any forum other than before the American
Arbitration Association, and the parties agree that any such action,
if filed, shall be dismissed upon application and shall be referred
for arbitration hereunder with costs and attorney's fees to the
prevailing party.
14.9. INTENTION. It is the intention of the parties and
their affiliates that all disputes of any nature between them,
whenever arising, whether in regard to this agreement or any other
matter, from whatever cause, based on whatever law, rule or
regulation, whether statutory or common law, and however
characterized, be decided by arbitration as provided herein and that
no party or affiliate be required to litigate in any other forum any
disputes or other matters except for requests for injunctive or
equitable relief. This agreement shall be interpreted in
conformance with this stated intent of the parties and their
affiliates.
14.10. SURVIVAL. The provisions for arbitration contained
herein shall survive the termination of this agreement for any reason.
15. GENERAL PROVISIONS.
15.1. FURTHER ASSURANCES. From time to time, each party
will execute such additional instruments and take such actions as
may be reasonably required to carry out the intent and purposes of
this agreement.
15.2. WAIVER. Any failure on the part of either party
hereto to comply with any of its obligations, agreements, or
conditions hereunder may be waived in writing by the party to whom
such compliance is owed.
15.3. BROKERS. Each party agrees to indemnify and hold
harmless the other party against any fee, loss, or expense arising
out of claims by brokers or finders employed or alleged to have been
employed by the indemnifying party.
15.4. NOTICES. All notices and other communications
hereunder shall be in writing and shall be deemed to have been given
if delivered in person or sent by prepaid first-class certified
mail, return receipt requested, or recognized commercial courier
service, as follows:
If to Tunlaw, to:
Tunlaw International Corporation
▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇.
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
If to ACCI, to:
American Career Centers, Inc.
2490 South ▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
If to the Shareholders, to:
▇▇▇▇▇▇▇ & Associates
▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇.
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
15.5. GOVERNING LAW. This agreement shall be governed by
and construed and enforced in accordance with the laws of the State
of Delaware.
15.6. ASSIGNMENT. This agreement shall inure to the
benefit of, and be binding upon, the parties hereto and their
successors and assigns; provided, however, that any assignment by
either party of its rights under this agreement without the written
consent of the other party shall be void.
15.7. COUNTERPARTS. This agreement may be executed
simultaneously in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one
and the same instrument. Signatures sent by facsimile transmission
shall be deemed to be evidence of the original execution thereof.
15.8. EXCHANGE AGENT AND CLOSING DATE. The Exchange Agent
shall be the law firm of ▇▇▇▇▇▇▇ & Associates, Washington, D.C. The
Closing shall take place upon the fulfillment by each party of all
the conditions of Closing required herein, but not later than 15
days following execution of this agreement unless extended by mutual
consent of the parties.
15.9. REVIEW OF AGREEMENT. Each party acknowledges that it
has had time to review this agreement and, as desired, consult with
counsel. In the interpretation of this agreement, no adverse
presumption shall be made against any party on the basis that it has
prepared, or participated in the preparation of, this agreement.
15.10. SCHEDULES. All schedules attached hereto, if any,
shall be acknowledged by each party by signature or initials thereon
and shall be dated.
15.11. EFFECTIVE DATE. This effective date of this
agreement shall be December 3, 1999.
SIGNATURE PAGE TO AGREEMENT AND PLAN OF REORGANIZATION
AMONG TUNLAW, ACCI AND THE SHAREHOLDERS OF TUNLAW
IN WITNESS WHEREOF, the parties have executed this agreement.
TUNLAW INTERNATIONAL CORPORATION
By___________________________________
AMERICAN CAREER CENTERS, INC.
By___________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President
THE SHAREHOLDERS OF TUNLAW
INTERNATIONAL CORPORATION:
TPG CAPITAL CORPORATION:
By__________________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President
Exhibit A
Number Number of
of Tunlaw ACCI
Shares Shares Shareholder
5,000,000 200,000 TPG Capital Corporation ▇▇▇▇ ▇ ▇▇. ▇▇,
▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇