<PAGE>
EXHIBIT 2.0
AGREEMENT AND PLAN OF REORGANIZATION
BETWEEN
VALLEY EXCAVATION AND TRUCKING, INC.
AND
R X TECHNOLOGY, INC.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<S> <C> <C> <C>
1. Plan of Reorganization ............................................... 1
2. Exchange of Shares ................................................... 1
3. Pre-Closing Events ................................................... 2
4. Exchange of Securities ............................................... 2
5. Events Occurring at Closing .......................................... 2
6. Delivery of Shares ................................................... 3
7. Representations of RXT Stockholders .................................. 3
8. Representations of RXT ............................................... 3
9. Representations of Valley and Moeller ................................ 5
10. Closing .............................................................. 7
11. Conditions Precedent to the Obligations of RXT ....................... 7
12. Conditions Precedent to the Obligations of Valley .................... 9
13. Indemnification ...................................................... 10
14. Nature and Survival of Representations ............................... 10
15. Documents at Closing ................................................. 10
16. Finder's Fees ........................................................ 11
17. Miscellaneous ........................................................ 12
Signature Page ................................................................ 13
Exhibit A - RXT Stockholder Schedule
Exhibit B - Amendment to Articles of Incorporation
Exhibit C - Investment Letter
</TABLE>
(i)
<PAGE>
AGREEMENT AND PLAN OF REORGANIZATION
------------------------------------
This Agreement and plan of Reorganization (hereinafter the "Agreement")
is entered into effective as of this 27th day of December, 1999, by and among
Valley Excavation and Trucking, Inc., a Nevada corporation (hereinafter
"Valley"); Darold Moeller, the principal shareholder of Valley (hereinafter
"Moeller"); R X Technology, Inc., a Nevada corporation (hereinafter "RXT"),
and the owners of all the outstanding shares of common stock of RXT
(hereinafter the "RXT Stockholders").
RECITALS:
WHEREAS, the RXT Stockholders own all of the issued and outstanding
common stock of RXT which comprises 2,004,600 shares (the "RXT Common
Stock"). Valley desires to acquire the RXT Common Stock solely in exchange
for voting common stock of Valley, making RXT a wholly-owned subsidiary of
Valley; and
WHEREAS, the RXT Stockholders (as set forth on the attached Exhibit "A")
desire to acquire voting common stock of Valley in exchange for the RXT
Common Stock, as more fully set forth herein.
NOW THEREFORE, for the mutual consideration set out herein and other
good and valuable consideration, the legal sufficiency of which is hereby
acknowledged, the parties agree as follows:
AGREEMENT
---------
1. PLAN OF REORGANIZATION. It is hereby agreed that all of the RXT
Common Stock shall be acquired by Valley in exchange solely for Valley common
voting stock (the "Valley Shares"). It is the intention of the parties hereto
that all of the issued and outstanding shares of capital stock of RXT shall
be acquired by Valley in exchange solely for Valley common voting stock and
that this entire transaction qualify as a corporate reorganization under
Section 368(a)(1)(B) and/or Section 351 of the Internal Revenue Code of 1986,
as amended, and related or other applicable sections thereunder.
2. EXCHANGE OF SHARES. Valley and RXT Stockholders agree that on the
Closing Date or at the Closing as hereinafter defined, the RXT Common Stock
shall be delivered to Valley in exchange for the Valley Shares, as follows:
(a) At Closing, Valley shall, subject to the conditions set forth
herein, issue an aggregate of 5,000,000 shares of Valley common stock for
immediate delivery to the RXT Stockholders in exchange for the Valley Shares.
1
<PAGE>
(b) Each RXT Stockholder shall execute this Agreement or a written
consent to the exchange of their RXT Common Stock for Valley Shares.
(c) Unless otherwise agreed by Valley and RXT this transaction shall
close only in the event Valley is able to acquire at least 80% of the
outstanding RXT Common Stock; however, it is the intent of the parties to
have Valley acquire all of the RXT Common Stock.
3. EXCHANGE OF SECURITIES. As of the Closing Date each of the following
shall occur:
(a) All shares of RXT Common Stock issued and outstanding immediately
prior to the prior to the Closing Date shall be exchanged for the Valley
Shares (up to an aggregate amount of 5,000,000 Valley Shares to be delivered
at Closing). All such outstanding shares of RXT Common Stock shall be deemed,
after Closing, to be owned by Valley. The holders of such certificates
previously evidencing shares of RXT Common Stock outstanding immediately
prior to the Closing Date shall cease to have any rights with respect to such
shares of RXT Common Stock except as otherwise provided herein or by law;
(b) Any shares of RXT Common Stock held in the treasury of RXT
immediately prior to the Closing Date shall automatically be canceled and
extinguished without any conversion thereof and no payment shall be made with
respect thereto;
(c) The 2,000,000 shares of Valley common stock previously issued and
outstanding prior to the Closing will remain outstanding.
4. EVENTS OCCURRING AT CLOSING. At Closing, the following shall be
accomplished:
(a) Valley shall filed an amendment to its articles of Incorporation
with the Secretary of State of the State of Nevada in substantially the form
attached hereto as Exhibit "B" effecting an amendment to its Articles of
Incorporation to (i) reflect a name change to a new name as selected by RXT
and, (ii) to change the authorized capitalization of Valley to 50,000,000
shares of $0.001 par value common stock and 1,000,000 shares of $.001 par
value preferred stock, as set forth in the attached Exhibit "B".
(b) The resignation of the existing Valley officer and director and
appointment of new officers and directors as directed by RXT.
(c) Valley shall have completed a private offering under Regulation D,
Rule 506, as promulgated by the Securities and Exchange Commission ("SEC")
under the Securities Act of 1933, as amended, of 1,830,000 shares of its
common stock at $1.75 per share. The gross proceeds of this offering (the
"Valley Financing") shall be $3,202,500, which amount, less agreed upon costs
(of $60,000), shall be delivered to the control of new management of Valley
at Closing in good funds and/or shall be represented by the conversion of
previous loan to RXT arranged for by Valley. The Valley Financing shall have
been
2
<PAGE>
completed in compliance with all applicable state and federal securities laws
and the securities sold shall be delivered at Closing to the investors in the
Valley Financing. Persons who have made bridge loans to RXT pursuant to
arrangements made by Valley, shall be given the opportunity to convert the
principal of said loans to the purchase of shares in the private offering
prior to Closing upon the same terms as other investors in the private
offering exact that the loans may be converted at a price which reflects a
15% discount to the private offering price.
(d) Valley shall adopt a Stock Option Plan at Closing to include up to
$4,000,000 shares of its common stock. The Plan shall include "incentive"
stock options under Section 422 of the Internal Revenue Code of 1986, as
amended and other options and similar rights. Valley shall grants options
under said plan to employees and others including 3,000,000 shares to RXT
Stockholders, at Closing, exercisable at $1.75 per share, as designated by
RXT subject to the reasonable approval of Valley.
(e) Valley shall demonstrate to the reasonable satisfaction of RXT that
it has no material assets and no liabilities contingent or fixed other than
the proceeds of the Valley Financing as described herein.
5. DELIVERY OF SHARES. On or as soon as practicable after the Closing
Date, RXT will use its best efforts to cause the RXT Stockholders to
surrender certificates for cancellation representing their shares of RXT
Common Stock, against delivery of certificates representing the Valley Shares
for which the shares of RXT Common Stock are to be exchanged at Closing.
6. REPRESENTATIONS OF RXT STOCKHOLDERS. Each RXT Stockholder hereby
represents and warrants each only as to its own RXT Common Stock, effective
at the Closing Date as follows:
(a) Except as may be set forth in Exhibit "A", the RXT Common Stock is
free from claims, liens,or other encumbrances, and at the Closing Date said
RXT Stockholder will have good title and the unqualified right to transfer
and dispose of such RXT Common Stock.
(b) Said RXT Stockholder is the sole owner of the issued and outstanding
RXT Common Stock as set forth in Exhibit "A";
(c) Said RXT Stockholder has no present intent to sell or dispose of the
Valley Shares and is not under a binding obligation, formal commitment, or
existing plan to sell or otherwise dispose of the Valley Shares.
7. REPRESENTATIONS OF RXT. RXT hereby represents and warrants as
follows, which warranties and representations shall also be true as the
Closing Date:
(a) Except as noted on Exhibit "A", the RXT Stockholders listed on the
attached Exhibit "A" area the sole owners of record and beneficially of the
issued and outstanding common stock of RXT.
3
<PAGE>
(b) RXT has no outstanding or authorized capital stock, warrants,
options or convertible securities other than as described in the RXT
Financial Statements or in Exhibit "A", attached hereto.
(c) The unaudited financial statements as of and for the period ended
December 31, 1998, and September 30, 1999, which have been delivered to
Valley (hereinafter referred to as the "RXT Financial Statements") are
complete and accurate in all material respects and fairly present the
financial condition of RXT as of the date thereof and the results of its
operations for the period covered. There are no material liabilities or
obligations, either fixed or contingent, not disclosed in the RXT Financial
Statements or notes thereto which are required to be disclosed therein; RXT
has no contracts or obligations in the ordinary course of business which
disclosed therein; RXT has no contracts or obligations in the ordinary course
of business which constitute liens or other liabilities which materially
alter the financial condition of RXT as reflected in the RXT Financial
Statements. RXT has good title to all assets shown on the RXT Financial
Statements subject only to dispositions and other transactions in the
ordinary course of business, the disclosures set forth therein and liens and
encumbrances of record. The RXT Financial Statements have been prepared in
accordance with generally accepted accounting principles consistently applied
(except as may be indicated therin or in the notes thereto).
(d) Since the date of the RXT Financial Statements, there have been any
material adverse changes in the financial position of RXT except changes
arising in the ordinary course of business, which changes will in no event
materially and adversely affect the financial position of RXT.
(e) RXT is not a party to any material pending litigation or, to its
best knowledge, any governmental investigation or proceeding, not reflected
in the RXT Financial Statements, and to its best knowledge, no material
litigation, claims, assessments or any governmental proceedings are
threatened against RXT.
(f) RXT is in good standing in its jurisdiction of incorporation, and is
in good standing and duly qualified to do business in each jurisdiction where
required to be so qualified except where the failure to so qualify would have
no material negative impact on RXT.
(g) RXT has (or, by the Closing Date, will have filed) all material tax,
governmental and/or related forms and reports (or extensions thereof) due or
required to be filed and has (or will have) paid or made adequate provisions
for all taxes or assessments which have become due as of the Closing Date.
(h) RXT has not materially breached any material agreement to which it
is a party. RXT has previously given Valley copies or access thereto of all
material contracts, commitments and/or agreements to which RXT is a party
including all relationships or dealing with related parties or affiliates.
(i) RXT has no subsidiary corporations except as described in writing to
Valley.
4
<PAGE>
(j) RXT has made all material corporate financial records, minute books,
and other corporate documents and records available for review to present
management of Valley prior to the Closing Date, during reasonable business
hours and on reasonable notice.
(k) The execution of this Agreement does not materially violate or
breach any material agreement or contract to which RXT is a party and has
been duly authorized by all appropriate and necessary corporate action under
Nevada of other applicable law and RXT, to the extent required, has obtained
all necessary approvals or consents required by any agreement to which RXT is
a party.
(l) All disclosure information regarding RXT which is to be set forth in
disclosure documents of Valley or otherwise delivered to Valley by RXT for
use in connection with the transaction (the "Acquisition") described herein
is true, complete and accurate in all material respects.
8. REPRESENTATIONS OF VALLEY AND MOELLER. Valley, and Moeller to the best
of their knowledge, hereby jointly and severally represent and warrant as
follows, each of which representations and warranties shall continue to be
true as of the Closing Date.
(a) As of the Closing Date, the Valley Shares, to be issued and
delivered to the RXT Stockholders hereunder will, when so issued and
delivered, constitute, duly authorized, validly and legally issued shares of
Valley common stock, fully-paid and nonassessable. The total number of Valley
Shares outstanding shall be 2,000,000 without giving effect to shares issued
in the Valley Financing. No shares of Valley's preferred stock, $.001 par
value, shall be outstanding.
(b) At Closing, all of the issued and outstanding common stock of
Valley, including shares issued in the Valley Financing, shall be duly
authorized, validly issued, fully-paid and nonassessable and shall have been
issued in compliance with all applicable corporate and securities laws.
(c) Valley has the corporate power to enter into this Agreement and to
perform its obligations hereunder. The execution and delivery of this
Agreement and the consummation of the transactions contemplated hereby have
been duly authorized by the board of directors of Valley. The execution and
performance of this Agreement will not constitute a material breach of any
agreement, indenture, mortgage, license or other instrument or document to
which Valley is a party and will not violate any judgment, decree, order,
writ, rule, statute, or regulation applicable to Valley or its properties.
The execution and performance of this Agreement will not violate or conflict
with any provision of the Articles of Incorporation or by-laws of Valley.
(d) Valley has delivered to RXT a true and complete copy of its audited
financial statements (which shall include the auditor's report thereon) for
the years ended December 31, 1997, and 1998, and the unaudited financial
statements for the interim period ended September 30,
5
<PAGE>
1999, (the Valley Financial Statements"). The Valley Financial Statements are
complete, accurate in all material respects and fairly present the financial
condition of Valley as of the dates thereof and the results of its operations
for the periods then ended. There are no material liabilities or obligations
either fixed or contingent not reflected therein. The Valley Financial
Statements have been prepared in accordance with generally accepted accounting
principles applied on a consistent basis (except as may be indicated therein
or in the notes thereto).
(e) Since September 30, 1999, there have not been any material adverse
changes in the financial condition of Valley except with regard to
disbursements to pay reasonable and ordinary expenses in connection with
maintaining its corporate status and pursuing the matters contemplated in
this Agreement. Prior to Closing, all accounts payable and other liabilities
of Valley shall be paid and satisfied in full and Valley shall have no
liabilities either contingent or fixed. Evidence of such payments shall be
provided to RXT at Closing.
(f) Neither Moeller nor Valley is a party to or the subject of any
pending litigation, claims, or governmental investigation or proceeding not
reflected in the Valley Financial Statements or otherwise disclosed herein,
and there are no lawsuits, claims, assessments, investigations, or similar
matters threatened or contemplated against or affecting Valley, its
management or its properties or Moeller.
(g) Valley is duly organized, validly existing and in good standing
under the laws of the State of Nevada; has the corporate power to own its
property and to carry on its business as now being conducted and is duly
qualified to do business in any jurisdiction where so required except where
the failure to so qualify would have no material negative impact on it.
(h) Valley has filed all federal, state, county and local income,
excise, property and other tax, governmental and/or related returns, forms,
or reports, which are due or required to be filed by it prior to the date
hereof, except where the failure to do so would have no material impact on
Valley, and has paid or made adequate provision in the Valley Financial
Statements for the payment of all taxes, fees, or assessments which have or
may become due pursuant to such returns or pursuant to any assessments
received. Valley is not delinquent or obligated for any tax, penalty,
interest, delinquency or charge.
(i) There are no existing options, calls, warrants, preemptive rights,
registration rights or commitments of any character relating to the issued or
unissued capital stock or other securities of Valley, except as contemplated
in this Agreement.
(j) The corporate financial records, minute books, and other documents
and records of Valley have been made available to RXT within a reasonable
time prior to the Closing and shall be delivered to new management of Valley
at Closing.
(k) Valley has not breached, nor is there any pending, or to the
knowledge of management, any threatened claim that Valley has breached, any
of the terms or conditions of any agreements, contracts or commitments to
which it is a party or by which it or its assets are
6
<PAGE>
is bound. The execution and performance hereof will not violate any
provisions of applicable law or any agreement to which Valley is subject.
Valley hereby represents that it has no business operations or material
assets and it is not a party to any material contract or commitment other
than appointment documents with its transfer agent, and that it has disclosed
to RXT all relationships or dealings with related parties or affiliates.
(l) Valley common stock is currently approved for quotation on the OTC
Bulletin Board under the symbol "VETI" and there are no stop orders in effect
with respect thereto and Valley has made all filings currently required to
maintain its listing and will make all required filings up to the Closing
Date.
(m) All information regarding Valley which has been provided to RXT or
otherwise disclosed in connection with the transactions contemplated herein,
is true, complete and accurate in all material respects. Valley and Moeller
specifically disclaim any responsibility regarding disclosures as to RXT, its
business or its financial condition.
9. CLOSING. The Closing of the transactions contemplated herein shall
take place on such date (the "Closing") as mutually determined by the parties
hereto when all conditions precedent have been met and all required
documents have been delivered, which Closing is expected to take place on or
about January 31, 2000, but no later than February 15, 2000, unless extended
by mutual consent of all parties hereto. The "Closing Date" of the
transactions described herein (the "Acquisition"), shall be that date on
which all conditions set forth herein have been met and the Valley Shares are
issued in exchange for the RXT Common Stock.
10. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF RXT. All obligations of
RXT under this Agreement are subject to the fulfillment, prior to or as of
the Closing and/or the Closing Date, as indicated below, of each of the
following conditions:
(a) The representations and warranties by or on behalf of Moeller and
Valley contained in this Agreement or in any certificate or document
delivered pursuant to the provisions hereof shall be true in all material
respects at and as of the Closing and Closing Date as though such
representations and warranties were made at and as of such time.
(b) Valley shall have performed and complied with all covenants,
agreements, and conditions set forth in, and shall have executed and
delivered all documents required by this Agreement to be performed or
complied with or executed and delivered by it prior to or at the Closing.
(c) On or before the Closing, the board of directors, and shareholders
representing a majority interest the outstanding common stock of Valley,
shall have approved in accordance with applicable state corporation law the
execution and delivery of this Agreement and the consummation of the
transactions contemplated herein.
7
<PAGE>
(d) On or before the Closing Date, Valley shall have delivered to RXT
certified copies of resolutions of the board of directors and shareholders of
Valley approving and authorizing the execution, delivery and performance of
this Agreement and authorizing all of the necessary and proper action to
enable Valley to comply with the terms of this Agreement including the
election of RXT's nominees to the Board of Directors of Valley and all
matters outlined herein.
(e) The Acquisition shall be permitted by applicable law and Valley
shall have sufficient shares of its capital stock authorized to complete the
Acquisition.
(f) At Closing, the existing sole officer and director of Valley shall
have resigned in writing from all positions as director and officer of Valley
effective upon the election and appointment of the RXT nominees.
(g) At the Closing, all instruments and documents delivered to RXT and
RXT Stockholders pursuant to the provisions hereof shall be reasonably
satisfactory to legal counsel for RXT.
(h) The shares of restricted Valley capital stock to be issued to RXT
Stockholders and in the Valley Financing at Closing will be validly issued,
nonassessable and fully-paid under Nevada corporation law and will be issued
in compliance with all federal, state and applicable corporation and
securities laws.
(i) RXT and RXT Stockholders shall have received the advice of their tax
advisor, if deemed necessary by them, as to all tax aspects of the Acquisition.
(j) RXT shall have received all necessary and required approvals and
consents from required parties and its shareholders.
(k) Valley shall have completed the Valley Financing.
(l) At the Closing, Valley shall have delivered to RXT an opinion of its
counsel dated as of the Closing to the effect that:
(i) Valley is a corporation duly organized, validly existing and
in good standing under the laws of the jurisdiction of its incorporation;
(ii) This Agreement has been duly authorized, executed and
delivered by Valley and is a valid and binding obligation of Valley
enforceable in accordance with its terms;
(iii) Valley through its board of directors and stockholders has
taken all corporate action necessary for performance under this
Agreement;
(iv) The documents executed and delivered by Valley to RXT and RXT
Stockholders hereunder are valid and binding in accordance with their
terms and vest in
8
<PAGE>
RXT Stockholders, as the case may be, all right, title and interest
in and to the Valley Shares to be issued pursuant to the terms
hereof, and the Valley Shares when issued will be duly and validly
issued, fully-paid and nonassessable;
(v) Valley has the corporate power to execute, deliver and
perform under this Agreement;
(vi) Legal counsel for Valley is not aware of any liabilities,
claims or lawsuits involving Valley;
11. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF VALLEY. All obligations of
Valley under this Agreement are subject to the fulfillment, prior to or at
the Closing, of each of the following conditions:
(a) The representations and warranties by RXT and RXT Stockholders
contained in this Agreement or in any certificate or document delivered
pursuant to the provisions hereof shall be true in all material respects at
and as of the Closing as though such representations and warranties were made
at and as of such time.
(b) RXT shall have performed and complied with, in all material
respects, all covenants, agreements, and conditions required by this
Agreement to be performed or complied with by it prior to or at the Closing;
(c) RXT shall deliver on behalf of the RXT Stockholders a letter
commonly known as an "Investment Letter," signed by each of said
shareholders, in substantially the form attached hereto as Exhibit "C",
acknowledging that the Valley Shares are being acquired for investment
purposes.
(d) RXT shall demonstrate to the reasonable satisfaction of Valley that
it has contracts reflecting at least twelve new ride/systems for installation
in the year 2000, which contracts are in addition to contracts in existence
at December 7, 1999.
(e) RXT shall deliver an opinion of its legal counsel to the effect that:
(i) RXT is a corporate duly organized, validly existing and in
good standing under the laws of its jurisdiction of incorporation and
is duly qualified to do business in any jurisdiction where so required
except where the failure to so qualify would have no material adverse
impact on RXT;
(ii) This Agreement has been duly authorized, executed and
delivered by RXT.
(iii) The documents executed and delivered by RXT and RXT
Stockholders to Valley hereunder are valid and binding in accordance
with their terms and vest in Valley
9
<PAGE>
all right, title and interest in and to the RXT Common Stock, which
stock is duly and validly issued, fully-paid and nonassessable.
12. INDEMNIFICATION. For a period of one year from the Closing, Valley
and Moeller agree to jointly and severally indemnify and hold harmless RXT,
and RXT agrees to indemnify and hold harmless Valley, at all times after the
date of this Agreement against and in respect of any liability, damage or
deficiency, all actions, suits, proceedings, demands, assessments, judgments,
costs and expenses including attorney's fees incident to any of the
foregoing, resulting from any misrepresentations made by an indemnifying
party to an indemnified party, an indemnifying party's breach of covenant or
warranty or an indemnifying party's nonfulfillment of any agreement
hereunder, or from any misrepresentation in or omission from any certificate
furnished or to be furnished hereunder.
13. NATURE AND SURVIVAL OF REPRESENTATIONS. All representations,
warranties and covenants made by any party in this Agreement shall survive
the Closing and the consummation of the transactions contemplated hereby for
one year from the Closing. All of the parties hereto are executing and
carrying out the provisions of this Agreement in reliance solely on the
representations, warranties and covenants and agreements contained in this
Agreement and not upon any investigation upon which it might have made or any
representation, warranty, agreement, promise or information, written or oral,
made by the other party or any other person other than as specifically set
forth herein.
14. DOCUMENTS AT CLOSING. At the Closing, the following documents shall
be delivered:
(a) RXT will deliver, or will cause to be delivered, to Valley the
following:
(i) a certificate executed by the President and Secretary of RXT
to the effect that all representations and warranties made by RXT under
this Agreement are true and correct as of the Closing, the same as though
originally given to Valley on said date;
(ii) a certificate from the jurisdiction of incorporation of RXT
dated at or about the Closing to the effect that RXT is in good standing
under the laws of said jurisdiction;
(iii) Investment Letters in the form attached hereto as Exhibit "C"
executed by each RXT Stockholder;
(iv) such other instruments, documents and certificates, if any,
as are required to be delivered pursuant to the provisions of this
Agreement;
(v) certified copies of resolutions adopted by the shareholders
and directors of RXT authorizing this transaction; and
10
<PAGE>
(vi) all other items, the delivery of which is a condition
precedent to the obligations of Valley as set forth herein.
(vii) the legal opinion required by Section 12(d) hereof.
(b) Valley will deliver or cause to be delivered to RXT:
(i) stock certificates representing the Valley Shares to be
issued as a part of the stock exchange as described herein;
(ii) a certificate of the President of Valley, to the effect that
all representation and warranties of Valley made under this Agreement
are true and correct as of the Closing, the same as though originally
given to RXT on said date;
(iii) certified copies of resolutions adopted by Valley's board of
directors and Valley's Stockholders authorizing the Acquisition and all
related matters described herein;
(iv) certification from the jurisdiction of incorporation of
Valley dated at or about the Closing Date that Valley is in good standing
under the laws of said state;
(v) opinion of Valley's counsel as described in Section 11(1)
above;
(vi) good funds representing the net proceeds of the Valley
Financing;
(vii) resignation of the existing officer and director of Valley;
(viii) all corporate and financial records of Valley; and
(ix) all other items, the delivery of which is a condition
precedent to the obligations of RXT, as set forth in Section 12 hereof.
15. FINDER'S FEES. Valley represents and warrants to RXT, and RXT
represents and warrants to Valley that neither of them, or any party acting
on their behalf, has incurred any liabilities, either express or implied, to
any "broker" of "finder" or similar person in connection with this Agreement
or any of the transactions contemplated hereby other than arrangements, if
any, disclosed to RXT by Valley to compensate any person who introduced the
parties, which obligation shall be the sole responsibility of Valley. In this
regard, Valley, on the one band, and RXT on the other hand, will indemnify
and hold the other harmless from any claim, loss, cost or expense whatsoever
(including reasonable fees and disbursements of counsel) from or relating to
any such express or implied liability other than as disclosed herein.
11
<PAGE>
16. MISCELLANEOUS.
(a) FURTHER ASSURANCES. At any time, and from time to time, after the
Closing Date, each party will execute such 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.
(b) 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.
(c) AMENDMENT. This Agreement may be amended only in writing as agreed
to by all parties hereto.
(d) 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.
(e) 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.
(f) 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.
(g) GOVERNING LAW. This Agreement shall be construed and enforced in
accordance with the laws of the State of Nevada.
(h) BINDING EFFECT. This Agreement shall be binding upon the parties
hereto and inure to the benefit of the parties, their respective heirs,
administrators, executors, successors and assigns.
(i) ENTIRE AGREEMENT. This Agreement and the attached Exhibits
constitute the entire agreement of the parties covering everything agreed
upon or understood in the transaction. There are no oral promises,
conditions, representations, understandings, interpretations or terms of any
kind as conditions or inducements to the execution hereof.
(j) TIME. Time is of the essence.
(k) SEVERABILITY. If any part of this Agreement is deemed to be
unenforceable the balance of the Agreement shall remain in full force and
effect.
12
<PAGE>
IN WITNESS WHEREOF, the parties have executed this Agreement the day
and year first above written.
VALLEY EXCAVATION AND
TRUCKING, INC.
By: /s/ DAROLD MOELLER
----------------------------------------
Darold Moeller, President and Secretary
By: /s/ DAROLD MOELLER
----------------------------------------
Darold Moeller, individually
R X TECHNOLOGY, INC.
By: By: /s/ DONALD REX GAY
--------------------------- -----------------------------------------
Secretary President
SHAREHOLDERS OF R X TECHNOLOGY, INC.
/s/ DONALD REX GAY
----------------------------------------------
----------------------------------------------
----------------------------------------------
----------------------------------------------
----------------------------------------------
----------------------------------------------
13
<PAGE>
EXHIBIT "A"
To Agreement and Plan of Reorganization
List of RXT Stockholders
------------------------
<TABLE>
<CAPTION>
Valley Shares to be
Name RXT Shares Issued at Closing
---- ---------- -------------------
<S> <C> <C>
Donald Rex Gay 2,000,000
Kelvin L. Bright 2,000
Christopher Torbit 1,000
Mr. & Mrs. John Colburn 1,600
Harvey Sanders 1,000
5,000,000
<CAPTION>
Options to be
Granted at Closing
------------------
<S> <C>
Donald Rex Gay 3,000,000
Employee Options 1,000,000
</TABLE>
<PAGE>
RX TECHNOLOGY, INC.
LIST OF SHAREHOLDERS
<TABLE>
<CAPTION>
SHAREHOLDER NAME RXT SHARES VALLEY SHARES OPTIONS
------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1. DONALD REX GAY 2,000,000 4,933,000 2,959,836
P.O. BOX 8569
MANDEVILLE, LOUISIANA 70470
504 727-9412 DAY
504 626-4979 EVENING
504 626-4575 FAX
2. KELVIN L. BRIGHT & KAREN E. BRIGHT 2,000 4,933 2,960
225 SHERIDAN ROAD
FORT BLISS, TX 79906
915 564-0699 HOME
915 568-0246 FAX
3. JOHN W. COBURN & HELEN L. COBURN 1,000 2,467 1,480
11342 MEADOWSIDE DRIVE
ST. LOUIS, MO 63146
314 994-9418 DAY
314 595-4343 EVENING
314 993-6895 FAX
314 595-2199 OFFICE FAX
4. HARVEY SANDERS 1,200 2,960 1,776
201 COSTA BELLA DRIVE
AUSTIN, TX 78734
512 728-9760 HOME
512 728-1020 FAX
5. CHRISTOPHER TORBIT 400 987 592
8745 LITZSINGER
BRENTWOOD, MO 63144
314-963-4433 PHONE
6. RX TECHNOLOGY EUROPE 22,539 55,593 33,356
DRAYCOTT HALL
DERWENT STREET
DRAYCOTT
DERBYSHIRE
DE7 3NF
UNITED KINGDOM
44(1) 332-875-666 PHONE
44(1) 332-875-547 FAX
=========================================================
TOTAL 2,027,139 5,000,000 3,000,000
</TABLE>
