AGREEMENT AND PLAN OF EXCHANGE OR REORGANIZATION
THIS AGREEMENT AND PLAN OF EXCHANGE OR REORGANIZATION (the
"Agreement") is made as of this 26th day of May, 2000, among Balanced Living,
Inc., a Colorado corporation ("Balanced Living"); Jeannene Barham, President
and a principal stockholder of Balanced Living, and Rose N. Blackham, a
principal stockholder of Balanced Living (the "Principal Stockholders"); its
wholly-owned subsidiary, The Balanced Woman, Inc., a Colorado corporation
("Balanced Woman"); and the holders of Balanced Living warrants or options as
outlined in Exhibit A hereto (collectively, the Warrants and Options")
(collectively, the "Warrant and Option Holders") who execute and deliver this
Agreement and related instruments.
W I T N E S S E T H:
RECITALS
WHEREAS, the Board of Directors and the Majority Stockholders of
Balanced Living and the Board of Directors and the Sole Stockholder of the
Balanced Woman have adopted resolutions pursuant to which Balanced Living
shall acquire and the Warrant and Option Holders shall exchange 100% of the
outstanding Warrants and Options of Balanced Living as outlined in Exhibit A;
and
WHEREAS, the sole consideration for 100% of the Warrants and
Options shall be the exchange 100% of the $0.001 par value common stock of
Balanced Woman (which shares are all "restricted securities" as defined in
Rule 144 of the Securities and Exchange Commission) as outlined in Exhibit A;
and
WHEREAS, the Warrant and Option Holders shall acquire in exchange
the "restricted securities" of Balanced Living in an exchange or
reorganization within the meaning of Section 368(a)(1)(B), Section 351 or
other available sections, laws or rules and regulations of the Internal
Revenue Code of 1986, as amended, to the extent applicable;
NOW, THEREFORE, in consideration of the mutual covenants and
promises contained herein, it is agreed:
Section 1
Exchange of Stock
1.1 Number of Shares. The Warrant and Option Holders
agree to transfer to Balanced Living at the closing (the "Closing") 100% of
the outstanding Warrants and Options listed in Exhibit A, which is attached
hereto and incorporated herein by reference (the "Warrants and Options"), in
exchange for 487,221 shares of common stock of the Balanced Woman, pro rata,
as outlined in Exhibit A. Taking into account the current outstanding shares
of Balanced Woman's common stock, amounting to 500,000 shares, and the
cancellation of 12,779 shares of the Balanced Woman to the treasury of the
Balanced Woman by Balanced Living, there will be 487,221 outstanding shares of
the Balanced Woman on the Closing, all owned by the Warrant and Option
Holders.
1.2 Delivery of Certificates by Warrant and Option
Holders. The transfer of the Warrants and Options by the Warrant and Option
Holders shall be effected by the delivery to Balanced Living at the Closing of
options or warrant certificates, duly endorsed in blank representing the
transferred Warrants and Options or accompanied by an attached Stock Warrant
or Option Power or Assignment, with all signatures witnessed or guaranteed to
the satisfaction of Balanced Living.
1.3 Further Assurances. At the Closing and from time to
time thereafter, Balanced Living shall execute such additional instruments and
take such other action as the Warrant and Option Holders may request in order
to exchange and transfer clear title and ownership in the Balanced Woman
common stock to the Warrant and Option Holders; and the Warrant and Option
Holders shall execute such additional instruments and take such other action
as Balanced Living may request in order to exchange and transfer clear title
and ownership in the Warrants and Options to Balanced Living.
1.4 Principal Stockholders' Obligation to Cancel Common
Stock of Balanced Living for Warrants or Options Not Exchanged. The Principal
Stockholders shall, at the Closing of the Agreement, cancel to the treasury of
Balanced Living, one share for each Warrant or Option described in Exhibit A
that is not exchanged by any Warrant or Option Holder as contemplated by this
Agreement, on a one for one basis, and shall be entitled to receive a like
number of shares of the Balanced Woman in exchange therefor.
1.5 Liabilities of the Balanced Woman. The Balanced
Woman shall assume and pay all outstanding liabilities of the Balanced Woman
and those of Balanced Living that in any way related to the operations of the
Balanced Woman, on a consolidated basis or otherwise, and indemnify and hold
Balanced Living therefrom; and Balanced Woman shall provide letters of
compromise and/or settlement from each of its creditors to the effect that
Balanced Living has no obligation whatsoever for any such liabilities.
1.6 Dissenters' Rights. To the extent that the Warrant
and Option Holders do not consent to or become party to this Agreement, such
non- consenting and non-participating stockholders shall be accorded
dissenters' rights of appraisal in accordance with the Colorado Business
Corporation Act.
1.7 Effective Date for Accounting Purposes. This
Agreement, to the extent possible, shall be effective as of March 31, 2000,
for accounting purposes.
Section 2
Closing
The Closing contemplated by Section 1 shall be held at the offices
of Leonard W. Burningham, Esq., Suite 205 Hermes Building, 455 East 500 South,
Salt Lake City, Utah 84111, on or before 15 days from the date of this
Agreement, unless another place or time is agreed upon in writing by the
parties. The Closing may be accomplished by wire, express mail or other
courier service, conference telephone communications or as otherwise agreed by
the respective parties or their duly authorized representatives.
Section 3
Representations and Warranties of Balanced Living
Balanced Living represents and warrants to, and covenants with, the
Warrant and Option Holders and Balanced Woman as follows:
3.1 Corporate Status. Balanced Living is a corporation
duly organized, validly existing and in good standing under the laws of the
State of Colorado and is licensed or qualified as a foreign corporation in all
states in which the nature of its business or the character or ownership of
its properties makes such licensing or qualification necessary. Balanced
Living is a publicly held company, having previously and lawfully offered and
sold a portion of its securities in accordance with applicable federal and
state securities laws, rules and regulations. Such securities are nominally
quoted on the OTC Bulletin Board of the NASD under the symbol "TBLI."
Balanced Living files reports with the Securities and Exchange Commission
pursuant to Section 15(d) of the Securities Exchange Act of 1934, as amended;
such reports are accurate in every material respect; and Balanced Living is
"current" in all such filing requirements.
3.2 Capitalization. The authorized capital stock of
Balanced Living consists of 50,000,000 shares of $0.001 par value common
voting stock, of which approximately 867,849 shares are issued and
outstanding, all fully paid and non-assessable; and 10,000,000 shares of
$0.001 par value preferred stock, none of which are issued and outstanding.
Except as otherwise provided in Exhibit A, there are no outstanding options,
warrants or calls pursuant to which any person has the right to purchase any
authorized and unissued common or preferred stock of Balanced Living. It has
one wholly- owned subsidiary, the Balanced Woman, with an authorized capital
stock of 50,000,000 shares of $0.001 par value common voting stock, of which
500,000 shares are issued and outstanding, all fully paid and non-assessable,
and all of which are owned by Balanced Living.
3.3 Financial Statements. The financial statements of
Balanced Living furnished to the Warrant and Option Holders and Balanced
Woman, consisting of audited financial statements for the years ended December
31, 1999 and 1998, and for the period ended March 31, 2000, attached hereto as
Exhibit B and incorporated herein by reference, are correct and fairly present
the financial condition of Balanced Living at such dates and for the periods
involved; such statements were prepared in accordance with generally accepted
accounting principles consistently applied, and no material change has
occurred in the matters disclosed therein, except as indicated in Exhibit C,
which is attached hereto and incorporated herein by reference. Such financial
statements do not contain any untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements made, in light
of the circumstances under which they were made, not misleading.
3.4 Undisclosed Liabilities. Balanced Living has no
liabilities of any nature except to the extent reflected or reserved against
in its balance sheets, whether accrued, absolute, contingent or otherwise,
including, without limitation, tax liabilities and interest due or to become
due, except as set forth in Exhibit C.
3.5 Interim Changes. Since the date of its balance
sheets, except as set forth in Exhibit C, there have been no (1) changes in
financial condition, assets, liabilities or business of Balanced Living which,
in the aggregate, have been materially adverse; (2) damages, destruction or
losses of or to property of Balanced Living, payments of any dividend or other
distribution in respect of any class of stock of Balanced Living, or any
direct or indirect redemption, purchase or other acquisition of any class of
any such stock; or (3) increases paid or agreed to in the compensation,
retirement benefits or other commitments to anyone.
3.6 Title to Property. Balanced Living has good and
marketable title to all properties and assets, real and personal, reflected in
its balance sheets, and the properties and assets of Balanced Living are
subject to no mortgage, pledge, lien or encumbrance, except for liens shown
therein or in Exhibit C, with respect to which no default exists.
3.7 Litigation. There is no litigation or proceeding
pending, or to the knowledge of Balanced Living, threatened, against or
relating to Balanced Living, its properties or business, except as set forth
in Exhibit C. Further, no officer, director or person who may be deemed to be
an "affiliate" of Balanced Living is party to any material legal proceeding
which could have an adverse effect on Balanced Living (financial or
otherwise), and none is party to any action or proceeding wherein any has an
interest adverse to Balanced Living.
3.8 Books and Records. From the date of this Agreement
to the Closing, Balanced Living will (1) give to the Warrant and Option
Holders or their respective representatives full access during normal business
hours to all of Balanced Living's offices, books, records, contracts and other
corporate documents and properties so that the Warrant and Option Holders or
their respective representatives may inspect and audit them; and (2) furnish
such information concerning the properties and affairs of Balanced Living as
the Warrant and Option Holders or their respective representatives may
reasonably request.
3.9 Tax Returns. Balanced Living has filed all federal
and state income or franchise tax returns required to be filed or has received
currently effective extensions of the required filing dates.
3.10 Confidentiality. Until the Closing (and thereafter
if there is no Closing), Balanced Living and its representatives will keep
confidential any information which they obtain from the Warrant and Option
Holders. If the transactions contemplated by this Agreement are not
consummated as required by Section 2 hereof (unless the time indicated therein
is extended by the Board of Directors of Balanced Living), Balanced Living
will return to the Warrant and Option Holders all written matter with respect
to them obtained by Balanced Living in connection with the negotiation or
consummation of this Agreement.
3.11 Corporate Authority. Balanced Living has full
corporate power and authority to enter into this Agreement and to carry out
its obligations hereunder and will deliver to the Warrant and Option Holders
and Balanced Woman or their respective representatives at the Closing a
certified copy of resolutions of its Board of Directors and persons owning in
excess of a majority of the outstanding voting securities of Balanced Living
authorizing execution of this Agreement by Balanced Living's officers and
performance thereunder, and that the directors adopting and delivering such
resolutions are the duly elected and incumbent directors of Balanced Living.
3.12 Due Authorization. Execution of this Agreement and
performance by Balanced Living hereunder have been duly authorized by all
requisite corporate action on the part of Balanced Living, and this Agreement
constitutes a valid and binding obligation of Balanced Living and performance
hereunder will not violate any provision of the Articles of Incorporation,
Bylaws, agreements, mortgages or other commitments of Balanced Living.
Section 4
Representations, Warranties and Covenants of Balanced Woman
and the Warrant and Option Holders
Balanced Woman and the Warrant and Option Holders represent and
warrant to, and covenant with, Balanced Living as follows, provided, however,
that only the representations contained in Sections 4.1, 4.4 and 4.6 are being
made by the Warrant and Option Holders:
4.1 Ownership. The Warrant and Option Holders
respectively own the Warrants and Options listed in Exhibit A free and clear
of any liens or encumbrances of any type or nature whatsoever, and each has
full right, power and authority to convey the Warrants and Options owned
without qualification.
4.2 Corporate Status. Balanced Woman is a corporation
duly organized, validly existing and in good standing under the laws of the
State of Colorado and is licensed or qualified as a foreign corporation in all
states or foreign countries and provinces in which the nature of Balanced
Woman's business or the character or ownership of Balanced Woman properties
makes such licensing or qualification necessary.
4.3 Capitalization. The authorized capital stock of the
Balanced Woman consists of 50,000,000 shares of $0.001 par value common voting
stock, of which 500,000 shares are issued and outstanding, all fully paid and
non-assessable, and all of which are owned by Balanced Living. Except as
otherwise provided herein, there are no outstanding options, warrants or calls
pursuant to which any person has the right to purchase any authorized and
unissued common or other securities of the Balanced Woman.
4.4 Investment Intent. The Warrant and Option Holders
are acquiring the shares of the Balanced Woman to be exchanged and delivered
to them under this Agreement for investment and not with a view to the sale or
distribution thereof, and the Warrant and Option Holders have no commitment or
present intention to liquidate Balanced Woman or to sell or otherwise dispose
of the Balanced Woman shares. The Warrant and Option Holders shall execute
and deliver to Balanced Woman on the Closing an Investment Letter attached
hereto as Exhibit D and incorporated herein by reference, acknowledging the
"unregistered" and "restricted" nature of the shares of Balanced Woman being
received under this Agreement in exchange for the Warrants and Options;
receipt of certain material information regarding Balanced Woman; and whereby
each is compromising and/or waiving any claims each has or may have against
Balanced Living by reason of the purchase of any securities of Balanced
Living by each or any of them prior to the Closing of the Agreement. By
execution hereby, the Warrant and Option Holders hereby agree:
a. To respectively compromise and settle any liabilities
owed to the Warrant or Option Holders by Balanced
Living, so long as these liabilities are assumed by
Balanced Woman, provided, however, that this
assumption of liabilities by the Balanced Woman is not
applicable to the any liabilities that are covered in
the following subparagraph b;
b. To respectively compromise and settle any
liabilities that the Warrant and Option Holders
may have against Balanced Living by reason of
any violations of applicable federal or state
securities laws, rules and regulations
respecting any prior purchases of securities by
the Warrant and Option Holders from Balanced
Living;
c. To waive Dissenters' Rights under the Colorado
Corporation Law regarding the Agreement; and
d. That except for the Warrants or Options being conveyed
pursuant to the Agreement, no other warrants or
options to acquire authorized securities of Balanced
Living are owned, and if owned, are hereby conveyed to
Balance Living for cancellation.
4.4 Corporate Authority. Balanced Woman has full
corporate power and authority to enter into this Agreement and to carry out
its obligations hereunder and will deliver to Balanced Living or its
representative at the Closing a certified copy of resolutions of its Board of
Directors and sole stockholder authorizing execution of this Agreement by its
officers and performance thereunder.
4.5 Due Authorization. Execution of this Agreement and
performance by Balanced Woman hereunder have been duly authorized by all
requisite corporate action on the part of Balanced Woman, and this Agreement
constitutes a valid and binding obligation of Balanced Woman and performance
hereunder will not violate any provision of the Articles of Incorporation,
Bylaws, agreements, mortgages or other commitments of Balanced Woman.
4.6 Access to Information Regarding Balanced Living.
Balanced Woman and the Warrant and Option Holders acknowledge that they have
been delivered copies of what has been represented to be documentation
containing all material information respecting Balanced Living and the
Balanced Woman, on a consolidated basis, and their present and contemplated
business operations, potential acquisitions, management and other factors;
that they have had a reasonable opportunity to review such documentation and
discuss it, to the extent desired, with their legal counsel, directors and
executive officers; that they have had, to the extent desired, the opportunity
to ask questions of and receive responses from the directors and executive
officers of Balanced Living and/or the Balanced Woman, and with the legal and
accounting firms of Balanced Living and/or the Balanced Woman, with respect to
such documentation; and that to the extent requested, all questions raised
have been answered to their complete satisfaction.
Section 5
Conditions Precedent to Obligations of Balanced Woman
and the Warrant and Option Holders
All obligations of Balanced Woman and the Warrant and Option Holders
under this Agreement are subject, at their option, to the fulfillment, before
or at the Closing, of each of the following conditions:
5.1 Representations and Warranties True at Closing. The
representations and warranties of Balanced Living contained in this Agreement
shall be deemed to have been made again at and as of the Closing and shall
then be true in all material respects and shall survive the Closing.
5.2 Due Performance. Balanced Living shall have
performed and complied with all of the terms and conditions required by this
Agreement to be performed or complied with by it before the Closing.
5.3 Officers' Certificate. Balanced Woman and the
Warrant and Option Holders shall have been furnished with a certificate signed
by the President of Balanced Living, in such capacity, attached hereto as
Exhibit E and incorporated herein by reference, dated as of the Closing,
certifying (1) that all representations and warranties of Balanced Living
contained herein are true and correct; and (2) that since the date of the
financial statements (Exhibit B hereto), there has been no material adverse
change in the financial condition, business or properties of Balanced Living,
taken as a whole.
5.4 Books and Records. Balanced Living shall have caused
Balanced Living to make available all books and records of Balanced Woman,
including minute books and stock transfer records; provided, however, only to
the extent requested in writing by Balanced Woman or the Warrant and Option
Holders at Closing.
Section 6
Conditions Precedent to Obligations of Balanced Living
All obligations of Balanced Living under this Agreement are subject,
at Balanced Living's option, to the fulfillment, before or at the Closing, of
each of the following conditions:
6.1 Representations and Warranties True at Closing. The
representations and warranties of Balanced Woman and the Warrant and Option
Holders contained in this Agreement shall be deemed to have been made again at
and as of the Closing and shall then be true in all material respects and
shall survive the Closing.
6.2 Due Performance. Balanced Woman and the Warrant and
Option Holders shall have performed and complied with all of the terms and
conditions required by this Agreement to be performed or complied with by them
before the Closing.
6.3 Warrant and Option Holders' Consent. The Warrant and
Option Holders owning not less than 100% of the outstanding Warrants and
Options to acquire shares of common stock of Balanced Living shall have
executed and delivered this Agreement.
Section 7
Termination
Prior to Closing, this Agreement may be terminated (1) by mutual
consent in writing; (2) by either the directors of Balanced Living or Balanced
Woman and the Warrant and Option Holders if there has been a material
misrepresentation or material breach of any warranty or covenant by the other
party; or (3) by either the directors of Balanced Living or Balanced Woman and
the Warrant and Option Holders if the Closing shall not have taken place by
the date fixed in Section 2, unless extended to a later date by the Board of
Directors of Balanced Living.
Section 8
General Provisions
8.1 Further Assurances. At any time, and from time to
time, after the Closing, each party will execute such additional instruments
and take such action as may be reasonably requested by the other party to
confirm or perfect title to any property transferred hereunder or otherwise to
carry out the intent and purposes of this Agreement.
8.2 Waiver. Any failure on the part of any 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.
8.3 Brokers. Each party represents to the other parties
hereunder that no broker or finder has acted for it in connection with this
Agreement, and each agrees to indemnify and hold harmless the other parties
against any fee, loss or expense arising out of claims by brokers or finders
employed or alleged to have been employed by any such party.
8.4 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 registered or certified
mail, return receipt requested, as follows:
If to Balanced Living: 6375 South Highland Drive, Suite D
Salt Lake City, Utah 84121
With a copy to: Leonard W. Burningham, Esq.
455 East 500 South, #205
Salt Lake City, Utah 84111
If to Balanced Woman: 6375 South Highland Drive, Suite D
Salt Lake City, Utah 84121
If to the Warrant and
Option Holders: To the addresses listed on
Exhibit A
8.5 Entire Agreement. This Agreement constitutes the
entire agreement between the parties and supersedes and cancels any other
agreement, representation or communication, whether oral or written, between
the parties hereto relating to the transactions contemplated herein or the
subject matter hereof.
8.6 Headings. The section and subsection headings in
this Agreement are inserted for convenience only and shall not affect in any
way the meaning or interpretation of this Agreement.
8.7 Governing Law. This Agreement shall be governed by
and construed and enforced in accordance with the laws of the State of
Colorado, except to the extent pre-empted by federal law, in which event (and
to that extent only), federal law shall govern.
8.8 Assignment. This Agreement shall inure to the
benefit of, and be binding upon, the parties hereto and their successors and
assigns.
8.9 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.
8.10 Default. In the event of any default hereunder, the
prevailing party in any action to enforce the terms and provisions hereof
shall be entitled to recover reasonable attorney's fees and related costs.
IN WITNESS WHEREOF, the parties have executed this Agreement and
Plan of Reorganization effective as of the day and year first above written.
BALANCED LIVING, INC.
Date: 5/26/2000 By /s/ Jeannene Barham, President
PRINCIPAL STOCKHOLDERS:
Date: 5/26/2000 /s/ Jeannene Barham
Date: 5/26/2000 /s/ Rose N. Blackham
THE BALANCED WOMAN
Date: 5/26/2000 By /s/ Jeannene Barham,
President
<PAGE>
AGREEMENT AND PLAN OF REORGANIZATION
COUNTERPART SIGNATURE PAGE FOR SIGNATURE OF
THE WARRANT AND OPTION HOLDERS
This Counterpart Signature Page for that certain Agreement and
Plan of Exchange or Reorganization (the "Agreement") dated as of the 25th day
of May, 2000, among Balanced Living, Inc., a Colorado corporation ("Balanced
Living"); Jeannene Barham, President of Balanced Living and Rose N. Blackham
(the "Principal Stockholders"); its wholly-owned subsidiary, The Balanced
Woman, Inc., a Colorado corporation ("Balanced Woman"); and the holders of
Balanced Living warrants or options as outlined in Exhibit A hereto
(collectively, the Warrants and Options") (collectively, the "Warrant and
Option Holders"), who are signatories thereto, is executed by the undersigned,
an Option and/or Warrant Holder as of the date first written above. The
undersigned, through execution and delivery of this Counterpart Signature
page, intends to be legally bound by the terms of the Agreement.
1st Zamora Corp.
/s/ Laura Madsen President
9025 Oakwood Place
West Jordan, Utah 84088
<PAGE>
ARN Enterprises, Inc.
/s/ Brenda M. Hall, President
55 West 200 North, #2
Provo, Utah 84601
<PAGE>
/s/ Jeannene M. Barham
1729 Colchester Ct.
Sandy, Utah 84092
<PAGE>
/s/ Kris A. Berton
38 S. Logan Street
Denver, CO 80209
<PAGE>
/s/ Daniel E. Billman
1750 Kalakaua Ave., #1508
Honolulu, Hawaii 96826
<PAGE>
/s/ Rose N. Blackham
225 Monroe St.
Denver, CO 80206
<PAGE>
/s/ Boulder Family Partnership, Ltd.
David N. Nemelka, General Partner
1672 Broadway
Denver, CO 80202
<PAGE>
/s/ Linda Brimhall
5339 So. Kenton Ct.
Englewood, CO 80111
<PAGE>
/s/ Margaret Anne Clementson
210 Woodcrest Drive
San Antonio, Texas 78209
<PAGE>
/s/ Tamara M. Cunningham
10795 E. Powers Dr.
Englewood, CO 80111
<PAGE>
/s/ Barbara Ann Curl
P. O. 3458
Princeville, Hawaii 96722
<PAGE>
/s/ Stephen Curtis
5440 Crest DeVille
Orange, CA 92867
<PAGE>
/s/ Ken Edwards and Deborah Edwards
1703 Wasatch Dr.
Ogden, UT 84403
<PAGE>
/s/ Jill Farquhar and Rich D. Farquhar
12 Polo Field Lane
Denver, CO 80209
<PAGE>
Growth Ventures, Inc. Pension Plan & Trust
/s/ Gary J. McAdam, Trustee
14 Red Tail Drive
Highlands Ranch, CO 80126
<PAGE>
Growth Ventures, Inc. Profit Sharing
Plan and Trust
/s/ Gary J. McAdam, Trustee
14 Red Tail Drive
Highlands Ranch, Colorado 80126
<PAGE>
/s/ Lisa Hawthorne
2169 Silver Tree Circle
Riverton, Utah 84065
<PAGE>
/s/ Susan C. Heiner and Brent D. Heiner
1155 West Webb Lane
Kaysville, UT 84037
<PAGE>
/s/ Susan Joy Hiatt and Clair Tyson Hiatt
1211 Val Halla Drive
Clearfield, UT 84015
<PAGE>
/s/ Carol N. Jensen
9973 So. Falcon View Dr.
Sandy, Utah 84092
<PAGE>
/s/ Joy S. Johnson
32 Polo Club Circle
Denver, CO 80209
<PAGE>
Libco Equities, Inc.
/s/ William Davidson, Pres.
RR#1 Carvel
Alberta, Canada T0E 0H0
<PAGE>
/s/ Mary G. Lund
P. O. Box 9879
Jackson, WY 83002
<PAGE>
/s/ Shannan P. Lundgreen
293 S. 1000 E.
Bountiful, UT 84010
<PAGE>
/s/ Carole F. Madsen
2896 Old Colony Circle
Salt Lake City, UT 84117
<PAGE>
/s/ Charles Mazourek
P. O. Box 510661
Salt Lake City, Utah 84151
<PAGE>
/s/ Mary M. McCann
9097 S. Bear Mtn. Dr.
Highland Ranch, CO 80126
<PAGE>
/s/ Keri McGuire
7394 S. Alkire St., #307
Littleton, Colorado 80127
<PAGE>
/s/ Marjorie Moore and Harold Jay Moore
158 East Shadowbrook Lane
Kaysville, UT 84037
<PAGE>
/s/ Nancy Owens
4229 S. Bellaire Circle
Englewood, CO 80110
<PAGE>
/s/ Thomas R. Painter
674 S. 100 West
Orem, Utah 84058
<PAGE>
/s/ Mark Peterson and Janine Petersen
9 Circle Oaks
Sandy, Utah 84092
<PAGE>
/s/ Neidda Shehady
9229 Sunset Blvd., Ste 505
Los Angeles, CA 90069
<PAGE>
/s/ Gail Showalter Soderling
<PAGE>
/s/ Barbara J. Stasko and Frank Stasko
<PAGE>
/s/ Kent G. Stephens and
/s/ Marianne C. Stephens
892 South 1540 East
Springville, Utah 84663
<PAGE>
Summer Breeze, LLC
/s/ Gary J. McAdam, General Manager
14 Red Tail Dr.
Highlands Ranch, CO 80126
<PAGE>
/s/ Teri Sundh
284 Sterling Drive
Bountiful, UT 84010
<PAGE>
/s/ David A. and Lisa E. Taylor
1081 W. 680 S.
Orem, UT 84058
<PAGE>
/s/ Valerie Wanlass and Tane Wanlass
10158 South Buttercup Dr.
Sandy, Utah 84092
<PAGE>
/s/ Loy Young and Francine DuFour
P. O. 1241
Vista, CA 92085
<PAGE>
ZDN, LLC
/s/ David N. Nemelka, Mgr.
55 West 200 North
Provo, Utah 84601
<PAGE>
EXHIBIT A
Number of Number of Number of Number of
Balanced Living Balanced Balanced Balanced Woman
Class A, B & C Living $100 Living Common Shares
Warrants Warrants Options to be Received
Owned (1) Owned (2) Owned (3) in Exchange (4)
1st Zamora Corp. 3,500 10,168 -0- 13,668
9025 Oakwood Place
West Jordan, Utah 84088
ARN Enterprises 1,250 -0- -0- 1,250
55 West 200 North
Provo, Utah 84601
Jeannene Barham 750 5,084 25,000 30,834
1729 East Colchester Ct.
Sandy, Utah 84092
Kris A. Berton 1,000 -0- -0- 1,000
38 So. Logan Street
Denver, Colorado 80209
Daniel Billman 7,500 -0- -0- 7,500
1750 Kalakaua Ave., #1508
Honolulu, Hawaii 96826
Rose N. Blackham -0- 67,500 25,000 92,500
225 Monroe Street
Denver, Colorado 80206
Boulder Family
Partnership Ltd. 2,250 -0- -0- 2,250
1672 Broadway
Denver, Colorado 80202
Linda Brimhall 1,500 -0- -0- 1,500
5339 So. Kenton Ct.
Englewood, Colorado 80111
Margarett Anne
Clementson 500 -0- -0- 500
210 Woodcrest Drive
San Antonio, TX 78209-2937
Tamara M. Cunningham 2,500 -0- -0- 2,500
10795 E. Powers Dr.
Englewood, Colorado 80111
Barbara Ann Curl -0- 5,084 10,000 15,084
Hanalei North Shore
Properties
Princeville Center
P.O. Box 3458
Princeville, Hawaii 96722
Stephen M. Curtis 5,000 -0- -0- 5,000
5440 Crest DeVille
Orange, California 92857
Ken Edwards & 12,500 -0- -0- 12,500
Deborah Edwards
1703 Wasatch Dr.
Ogden, Utah 84403
Jill Farquhar & 250 -0- -0- 250
Rich D. Farquhar
12 Polo Field Lane
Denver, Colorado 80209
Growth Ventures Inc. 5,000 -0- -0- 5,000
Pension Plan & Trust
14 Red Tail Drive
Highlands Ranch,
Colorado 80126
Growth Ventures Inc. 5,000 -0- -0- 5,000
Profit Sharing Plan & Trust
14 Red Tail Drive
Highlands Ranch,
Colorado 80126
Lisa Hawthorne -0- -0- 25,000 25,000
2169 Silver Tree Cr.
Riverton, Utah 84065
Susan Carol Heiner & 1,000 -0- -0- 1,000
Brent Doyle Heiner
1155 West Webb Lane
Kaysville, Utah 84037
Susan Joy Hiatt & 1,000 -0- -0- 1,000
Clair Tyson Hiatt
1211 Valhalla Drive
Clearfield, Utah 84015
Carol N. Jensen -0- 25,503 25,000 50,503
9973 So. Falcon View Drive
Sandy, Utah 84092
Joy S. Johnson 2,500 -0- -0- 2,500
32 Polo Club Circle
Denver, Colorado 80209
Libco Equities, Inc. 2,500 15,251 10,000 27,751
RR#1 Carvel
Alberta, Canada T0E 0H0
Mary G. Lund 1,000 -0- -0- 1,000
1925 Cinnamon Teal Dr.
P. O. Box 9879
Jackson, Wyoming 83002
Kim Lundgreen & -0- 20,335 -0- 20,335
Shannan Lundgreen
293 South 1000 E.
Bountiful, Utah 84010
Carole F. Madsen -0- 25,419 25,000 50,419
2896 Old Colony Circle
Salt Lake City, Utah 84117
Charles Mazourek 6,250 -0- -0- 6,250
P. O. Box 510661
Salt Lake City, Utah 84151
Mary McCann 1,000 -0- -0- 1,000
9097 S. Bear Mtn. Dr.
Highlands Ranch,
Colorado 81026
Keri McGuire -0- -0- 5,000 5,000
7394 So. Alkire St.
Littleton, Colorado 80127
Marjorie Moore & 250 -0- -0- 250
Harold Jay Moore
158 East Shadowbrook Lane
Kaysville, Utah 84037
Nancy Owens 1,000 -0- -0- 1,000
4229 So. Bellaire Cir.
Englewood, Colorado 80110
Tom Painter 1,500 -0- -0- 1,500
674 South 100 West
Orem, Utah 84058
Mark Peterson & 2,000 -0- -0- 2,000
Janine Peterson
9 Circle Oaks
Sandy, Utah 84092
Neidda Shehady -0- 5,084 5,000 10,084
9229 Sunset Blvd., #505
Los Angeles, California 90069
Gail Showalter Soderling -0- 5,084 10,000 15,084
1221 West Pacific Coast
Hwy #504
Newport Beach, CA 92663
Barbara J. Stasko & 1,000 -0- -0- 1,000
Frank Stasko
3615 W. Monmouth Ave.
Littleton, Colorado 80123
Kent G. Stephens & -0- 12,709 -0- 12,709
Marianne C. Stephens
892 South 1540 East
Springville, Utah 84663
Summer Breeze LLC 2,500 -0- -0- 2,500
14 Red Tail Drive
Highlands Ranch,
Colorado 80126
Teri Sundh -0- -0- 25,000 25,000
284 W. Sterling Dr.
Bountiful, Utah 84010
David Arvel Taylor & 1,000 -0- -0- 1,000
Lisa Evans Taylor
1081 West 680 South
Orem, Utah 84058
Valerie Wanlass & 1,000 -0- -0- 1,000
Tane Wanlass
10158 South Buttercup Dr.
Sandy, Utah 84092
Loy Young & 1,000 -0- -0- 1,000
Francine DuFour
2018 Catalina Ave.
Vista, California 92084
ZDN LLC 25,000 -0- -0- 25,000
55 West 200 North
Provo, Utah 84601
TOTALS: 100,000 197,221 190,000 487,221
(1) These Warrants comprise the Class A, B and C Warrants
which were part of the Units publicly offered and sold
by Balanced Living pursuant to its SB-2 Registration
Statement, and are exercisable, respectively, at
$3.00, $5.00 and $10.00.
(2) These Warrants comprise the "investment" warrants
issued for cash investments by these warrant holders
at or near the inception of Balanced Living, and are
exercisable at $1.00 per share. There may be a slight
adjustment in the number of shares of Balanced Woman
to be exchanged by Balanced Living or received by the
Warrant and Option holders if it is determined that
there are more of these warrants outstanding rather
than the 197,221 that these computations are based
upon.
(3) These Options comprise the vested stock options
granted under Balanced Living's 1998 Stock Option
Plan, providing for 10,000 shares to vest for each
year of service, all exercisable at $1.00 per share.
(4) There may be a slight adjustment in the number
of shares of Balanced Woman to be exchanged by
Balanced Living or received by the Warrant and
Option holders if it is determined that there
are more of these warrants outstanding rather
than the 197,221 that these computations are
based upon.
EXHIBIT B
BALANCED LIVING FINANCIAL STATEMENTS
FOR THE YEARS ENDED
DECEMBER 31, 1999 AND 1998 (AUDITED)
See the Registrant's 10-KSB Annual Report for the year ended
December 31, 1999, which has been previously filed with the Securities and
Exchange Commission and is incorporated herein by reference.
AND THE PERIOD ENDED MARCH 31, 2000 (AUDITED)
See the Registrant's 10-QSB Quarterly Report for the quarter ended
March 31, 2000, which has been previously filed with the Securities and
Exchange Commission and is incorporated herein by reference.
EXHIBIT C
None.
<PAGE>
EXHIBIT D
Interwest Transfer Co.
1981 E. Murray-Holladay Rd.
Salt Lake City, Utah 84117
Balanced Living, Inc.
6375 South Highland Drive, Suite D
Salt Lake City, Utah 84121
Re: Exchange of warrants or options (collectively, the
"Warrants and Options") of Balanced Living, Inc., a
Colorado corporation ("Balanced Living" or the
"Registrant"), for common shares of The Balanced
Woman, Inc., a Colorado corporation ("Balanced Woman")
Dear Ladies and Gentlemen:
Pursuant to that certain Agreement and Plan of Exchange or
Reorganization (the "Agreement") between the undersigned, Balanced Living, the
other Warrant and Option Holders of Balanced Living and Balanced Woman, a
wholly-owned subsidiary of Balanced Living, I acknowledge that I have approved
this exchange; that I am aware of all of the terms and conditions of the
Agreement; that I have received and personally reviewed a copy of any and all
material documents regarding the Registrant, including, but not limited to
Articles of Incorporation, Bylaws, minutes of meetings of directors and
stockholders, financial statements, the Registrant's 10-KSB Annual Report for
the year ended December 31, 1999, and the 10-QSB Quarterly Report for the
quarter ended March 31, 2000. I represent and warrant that no director or
officer of the Registrant or any associate of either has solicited this
exchange; that I am an "accredited investor" or a "sophisticated investor" as
those terms are known under the Rules and Regulations of the Securities and
Exchange Commission; and/or, I represent and warrant that I have sufficient
knowledge and experience to understand the nature of the exchange and am fully
capable of bearing the economic risk of the loss of my entire cost basis.
In consideration of the Agreement, the undersigned agrees:
a. To respectively compromise and settle any liabilities
owed to the Warrant or Option Holders by Balanced
Living, so long as these liabilities are assumed by
Balanced Woman, provided, however, that this
assumption of liabilities by the Balanced Woman is not
applicable to the any liabilities that are covered in
the following subparagraph b;
b. To respectively compromise and settle any
liabilities that the Warrant and Option Holders
may have against Balanced Living by reason of
any violations of applicable federal or state
securities laws, rules and regulations
respecting any prior purchases of securities by
the Warrant and Option Holders from Balanced
Living;
c. To waive Dissenters' Rights under the Colorado
Corporation Law regarding the Agreement; and
d. That except for the Warrants or Options being conveyed
pursuant to the Agreement, no other warrants or
options to acquire authorized securities of Balanced
Living are owned, and if owned, are hereby conveyed to
Balance Living for cancellation.
I understand that you have and will make books and records or any
other reports or registration statements filed with the Securities and
Exchange Commission of your Registrant available to me for my inspection in
connection with the contemplated exchange, and that I have been encouraged to
review the information and ask any questions I may have concerning the
information of any director or officer of the Registrant or of the legal and
accounting firms for the Registrant. I understand that the accounting firm
for Balanced Living is Pritchett, Siler & Hardy, Certified Public
Accountants, 430 East 4th South, Salt Lake City, Utah 84111; Telephone #801-
328-2727; and that legal counsel for Balanced Living is Leonard W. Burningham,
Esq., 455 East 5th South, Suite 205, Salt Lake City, Utah 84111, Telephone
#801-363-7411.
I also understand that I must bear the economic risk of ownership
of any of the Balanced Woman shares for a long period of time, the minimum of
which will be one (1) year, as these shares are "unregistered" shares and may
not be sold unless any subsequent offer or sale is registered with the United
States Securities and Exchange Commission or otherwise exempt from the
registration requirements of the Securities Act of 1933, as amended (the
"Act"), or other applicable laws, rules and regulations.
I intend that you rely on all of my representations made herein
and those in the personal questionnaire (if applicable) I provided for use by
Balanced Living as they are made to induce you to convey to me the shares of
Balanced Woman under the Agreement, and I further represent (of my personal
knowledge or by virtue of my reliance on one or more personal
representatives), and agree as follows, to-wit:
1. That the shares being acquired are being received for
investment purposes and not with a view toward further distribution;
2. That I have a full and complete understanding of the phrase
"for investment purposes and not with a view toward further distribution";
3. That I understand the meaning of "unregistered shares" and
know that they are not freely tradeable;
4. That any stock certificate issued by you to me in connection
with the shares being acquired shall be imprinted with a legend restricting
the sale, assignment, hypothecation or other disposition unless it can be made
in accordance with applicable laws, rules and regulations;
5. I agree that the stock transfer records of your Company
shall reflect that I have requested the Registrant not to effect any transfer
of any stock certificate representing any of the shares being acquired unless
I shall first have obtained an opinion of legal counsel to the effect that the
shares may be sold in accordance with applicable laws, rules and regulations,
and I understand that any opinion must be from legal counsel satisfactory to
the Registrant and, regardless of any opinion, I understand that the exemption
covered by any opinion must in fact be applicable to the shares;
6. That I shall not sell, offer to sell, transfer, assign,
hypothecate or make any other disposition of any interest in the shares being
acquired except as may be pursuant to any applicable laws, rules and
regulations;
7. I fully understand that my shares which are being exchanged
for shares of the Registrant are "risk capital," and I am fully capable of
bearing the economic risks attendant to this investment, without
qualification; and
8. I also understand that without approval of counsel for
Balanced Woman, all shares of Balanced Woman to be issued and delivered to me
in exchange for my warrants or options of Balanced Living shall be represented
by one stock certificate only and which such stock certificate shall be
imprinted with the following legend or a reasonable facsimile thereof on the
front and reverse sides thereof:
The shares of stock represented by this certificate
have not been registered under the Securities Act of
1933, as amended, and may not be sold or otherwise
transferred unless compliance with the registration
provisions of such Act has been made or unless
availability of an exemption from such registration
provisions has been established, or unless sold
pursuant to Rule 144 under the Act.
Any request for more than one stock certificate must be
accompanied by a letter signed by the requesting stockholder setting forth all
relevant facts relating to the request. Balanced Woman will attempt to
accommodate any stockholders' request where Balanced Woman views the request
is made for valid business or personal reasons so long as in the sole
discretion of Balanced Woman, the granting of the request will not facilitate
a "public" distribution of unregistered shares of common voting stock of
Balanced Living.
You are requested and instructed to issue a stock certificate as
follows, to-wit:
Dated: 6/9/2000 1st Zamora Corp.
By /s/ Laura Madsen President
9025 Oakwood Place
West Jordan, Utah 84088
<PAGE>
Dated: 6/13/2000 ARN Enterprises, Inc.
By /s/ Brenda M. Hall, President
55 West 200 North, #2
Provo, Utah 84601
<PAGE>
Dated: 7/11/2000 /s/ Jeannene M. Barham
1729 Colchester Ct.
Sandy, Utah 84092
<PAGE>
Dated: 6/1/2000 /s/ Kris A. Berton
38 S. Logan Street
Denver, CO 80209
<PAGE>
/s/ Daniel E. Billman
1750 Kalakaua Ave., #1508
Honolulu, Hawaii 96826
<PAGE>
Dated: 6/7/2000 /s/ Rose N. Blackham
225 Monroe St.
Denver, CO 80206
<PAGE>
Dated: 6/13/200 Boulder Family Partnership, Ltd.
/s/ David N. Nemelka, General Partner
1672 Broadway
Denver, CO 80202
<PAGE>
Dated: 6/8/2000 /s/ Linda Brimhall
5339 So. Kenton Ct.
Englewood, CO 80111
<PAGE>
/s/ Margaret Anne Clementson
210 Woodcrest Drive
San Antonio, Texas 78209
<PAGE>
Dated: 7/14/2000 /s/ Tamara M. Cunningham
10795 E. Powers Dr.
Englewood, CO 80111
<PAGE>
Dated: 6/12/2000 /s/ Barbara Ann Curl
P. O. 3458
Princeville, Hawaii 96722
<PAGE>
Dated: 6/1/2000 /s/ Stephen Curtis or Barbara Curtis JTRS
5440 Crest DeVille
Orange, CA 92867
<PAGE>
Dated: 5/31/2000 /s/ Ken Edwards and Deborah Edwards JTRS
1703 Wasatch Dr.
Ogden, UT 84403
<PAGE>
Dated: 6/13/2000 Jill Farquhar and Rich D. Farquhar
12 Polo Field Lane
Denver, CO 80209
<PAGE>
Dated: 6/13/2000 Growth Ventures, Inc. Pension Plan & Trust
/s/ Gary J. McAdam, Trustee
14 Red Tail Drive
Highlands Ranch, CO 80126
<PAGE>
Dated: 6/13/2000 Growth Ventures, Inc. Profit Sharing
Plan and Trust
/s/ Gary J. McAdam, Trustee
14 Red Tail Drive
Highlands Ranch, Colorado 80126
<PAGE>
Dated: 6/10/2000 /s/ Lisa Hawthorne
2169 Silver Tree Circle
Riverton, Utah 84065
<PAGE>
Dated: 6/13/2000 /s/ Susan C. Heiner and Brent D. Heiner
1155 West Webb Lane
Kaysville, UT 84037
<PAGE>
Dated: 5/31/2000 /s/ Susan Joy Hiatt and Clair Tyson Hiatt
1211 Val Halla Drive
Clearfield, UT 84015
<PAGE>
Dated: 6/12/2000 /s/ Carol N. Jensen
9973 So. Falcon View Dr.
Sandy, Utah 84092
<PAGE>
Dated: 6/15/2000 /s/ Joy S. Johnson
32 Polo Club Circle
Denver, CO 80209
<PAGE>
Dated: 6/7/2000 Libco Equities, Inc.
/s/ William Davidson, Pres.
RR#1 Carvel
Alberta, Canada T0E 0H0
Please issue 10,000 shares to:
Linda Ford
9071 East Mississippi, Apt. 13A
Denver, Colorado 80231
<PAGE>
/s/ Mary G. Lund
P. O. Box 9879
Jackson, WY 83002
<PAGE>
Dated: 6/2/2000 /s/ Shannan P. Lundgreen
293 S. 1000 E.
Bountiful, UT 84010
<PAGE>
Dated: 6/1/2000 /s/ Carole F. Madsen
2896 Old Colony Circle
Salt Lake City, UT 84117
<PAGE>
Dated: 6/12/2000 /s/ Charles Mazourek
P. O. Box 510661
Salt Lake City, Utah 84151
<PAGE>
Dated: 6/13/2000 /s/ Mary M. McCann
9097 S. Bear Mtn. Dr.
Highland Ranch, CO 80126
<PAGE>
Dated: 6/12/2000 /s/ Keri McGuire
7394 S. Alkire St., #307
Littleton, Colorado 80127
<PAGE>
Dated: 6/1/2000 /s/ Marjorie Moore and Harold Jay Moore
158 East Shadowbrook Lane
Kaysville, UT 84037
<PAGE>
Dated: 6/13/2000 /s/ Nancy Owens
4229 S. Bellaire Circle
Englewood, CO 80110
<PAGE>
Dated: 6/6/2000 /s/ Thomas R. Painter
674 S. 100 West
Orem, Utah 84058
<PAGE>
Dated: 6/12/2000 /s/ Mark Peterson and Janine Petersen
9 Circle Oaks
Sandy, Utah 84092
<PAGE>
Dated: 6/13/2000 /s/ Neidda Shehady
9229 Sunset Blvd., Ste 505
Los Angeles, CA 90069
<PAGE>
Dated: 6/13/2000 /s/ Gail Showalter Soderling
<PAGE>
Dated: 6/14/2000 /s/ Barbara J. Stasko and Frank Stasko
<PAGE>
Dated: 6/1/2000 /s/ Kent G. Stephens and
Marianne C. Stephens
892 South 1540 East
Springville, Utah 84663
<PAGE>
Dated: 6/13/2000 Summer Breeze, LLC
/s/ Gary J. McAdam, General Manager
14 Red Tail Dr.
Highlands Ranch, CO 80126
<PAGE>
Dated: 6/6/2000 /s/ Teri Sundh
284 Sterling Drive
Bountiful, UT 84010
<PAGE>
Dated: 5/31/2000 /s/ David A. and Lisa E. Taylor
1081 W. 680 S.
Orem, UT 84058
<PAGE>
Dated: 5/31/2000 /s/ Valerie Wanlass and Tane Wanlass
10158 South Buttercup Dr.
Sandy, Utah 84092
<PAGE>
Dated: 7/14/2000 /s/ Loy Young and Francine DuFour
P. O. 1241
Vista, CA 92085
<PAGE>
Dated: 6/13/2000 ZDN, LLC
/s/ David N. Nemelka, Mgr.
55 West 200 North
Provo, Utah 84601
<PAGE>
EXHIBIT E
CERTIFICATE OF OFFICER PURSUANT TO
AGREEMENT AND PLAN OF EXCHANGE OR REORGANIZATION
The undersigned, the President of Balanced Living, Inc., a
Colorado corporation ("Balanced Living"), represents and warrants the
following as required by the Agreement and Plan of Exchange or Reorganization
(the "Agreement") among Balanced Living, Inc., a Colorado corporation
("Balanced Living"); Jeannene Barham, President of Balanced Living and Rose N.
Blackham (the "Principal Stockholders"); its wholly-owned subsidiary, The
Balanced Woman, Inc., a Colorado corporation ("Balanced Woman"); and the
holders of Balanced Living warrants or options as outlined in Exhibit A hereto
(collectively, the Warrants and Options") (collectively, the "Warrant and
Option Holders"):
1. That she is the President of Balanced Living and has been
authorized and empowered by its Board of Directors to execute and deliver this
Certificate to The Balanced Woman and the Option and Warrant Holders.
2. Based on her personal knowledge, information, belief and
opinions of counsel for Balanced Living regarding the Agreement:
(i) All representations and warranties of Balanced Living
contained within the Agreement are true and correct;
(ii) Balanced Living has complied with all terms and
provisions required of it pursuant to the Agreement;
and
(iii) There have been no material adverse changes in the
financial position of Balanced Living as set forth in
its financial statements for the years ended December
31, 1999 and 1998, and the period ended March 31,
2000, except as set forth in Exhibit C to the
Agreement.
BALANCED LIVING, INC.
By /s/ Jeannene Barham, President
