AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is made
this 12th day of June, 2000, between Riverside Ventures, Inc., a Delaware
corporation ("Riverside"); Jehu Hand, Esq., the principal stockholder and the
sole director and executive officer of Riverside ("Hand"); Alpine Aviation,
Inc., a Utah corporation ("Alpine"); and the person listed in Exhibit A hereof
who is the record and beneficial owner of all of the outstanding common of
Alpine (the "Alpine Stockholder").
Riverside wishes to acquire all of the outstanding common stock of
Alpine in exchange for common stock of Riverside in a transaction qualifying
as a tax-free exchange pursuant to Section 368(a)(1)(B) of the Internal
Revenue Code of 1986, as amended;
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 Alpine Stockholder agrees to
transfer to Riverside at the closing (the "Closing") 100% of the outstanding
securities of Alpine, which are listed in Exhibit A attached hereto and
incorporated herein by reference (the "Alpine Shares"), in exchange for
9,895,000 shares of the one mill ($0.001) par value "unregistered" and
"restricted" common voting stock of Riverside.
1.2 Delivery of Certificates by Alpine Stockholder. The
transfer of the Alpine Shares by the Alpine Stockholder shall be effected by
the delivery to Riverside at the Closing of stock certificate or certificates
representing the transferred shares duly endorsed in blank or accompanied by
stock powers executed in blank, with all signatures witnessed or guaranteed to
the satisfaction of Riverside and with all necessary transfer taxes and other
revenue stamps affixed and acquired at the Alpine Stockholder's expense.
1.3 Further Assurances. At the Closing and from time to
time thereafter, the Alpine Stockholder shall execute such additional
instruments and take such other action as Riverside may request in order to
exchange and transfer clear title and ownership in the Alpine Shares to
Riverside.
1.4 Resignation of Present Sole Director and Executive
Officer and Designation of New Directors and Executive Officers. On Closing,
the sole present director and executive officer of Riverside, Jehu Hand, Esq.,
shall resign and designate the directors and executive officers nominated by
Alpine to serve in his place and stead, until the next respective annual
meetings of the stockholders and Board of Directors of Riverside, and until
their respective successors shall be elected and qualified or until their
respective prior resignations or terminations, who shall be Eugene R.
Mallette; Max A. Hansen, Esq.; Bill Distefano; Richard Rowack; and Charles L.
Bates.
1.5 Amendment of Charter. At or prior to the Closing,
the Board of Directors and majority stockholders of Riverside shall have
adopted all resolutions required or necessary under the Delaware Corporations
Law Annotated to change the name of Riverside to "Alpine Air Express, Inc." or
such other or similar name as shall be designated by Alpine.
1.6 Assets and Liabilities of Riverside at Closing and
Indemnification by Hand. Riverside shall have no material assets and no
liabilities at Closing, and all costs incurred by Riverside incident to the
Agreement or relating to its obligations hereunder shall have been paid or
satisfied. Hand shall indemnify and hold Riverside and Alpine harmless from
and against any and all liabilities of any type or nature whatsoever of
Riverside, whether presently known or unknown, that relate to any debt, claim,
fact, other act or otherwise regarding Riverside that occurred or is based
upon any such occurrence relating to Riverside prior to the Closing.
1.7 Post-Agreement Quotations of the Reorganized
Riverside's Common Stock on the OTC Bulletin Board and/or NASDAQ of the NASD
and the SB-2 Registration Statement. In the event that despite the "best
efforts" of the parties and their counsel, that the NASD does not grant the
reorganized Riverside quotations of its common stock within 45 days of the
effective date of an SB-2 Registration Statement that will be filed with the
Securities and Exchange Commission within 30 days of the Closing and that will
register for resale all of the present outstanding shares of common stock of
Riverside and such additional shares as the newly designated Board of
Directors of the Reorganized Riverside shall designate, and/or if the SB-2
Registration Statement is not declared effective by the Securities and
Exchange Commission on or before 90 days from the Closing, the Alpine
Agreement may be terminated and shall be deemed to be null and void, at the
sole option of Alpine. If this option is exercised, all stock or other items
exchanged under the Agreement shall be returned to the other party or parties
that provided any such items, and no party shall have any claim against any
other by reason of such termination.
Section 2
Closing
The Closing contemplated by Section 1.1 shall be held at the offices
of Leonard W. Burningham, Esq., Suite 205 Hermes Building, 455 East 500 South,
Salt Lake City, Utah 84111, 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 Riverside and Hand
Riverside and Hand represent and warrant to, and covenant with, the
Alpine Stockholder and Alpine as follows:
3.1 Corporate Status. Riverside is a corporation duly
organized, validly existing and in good standing under the laws of the State
of Delaware 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 (Delaware
only). Riverside 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. There is presently
no public market for these or any other securities of Riverside. Riverside
has done no act or thing that would prevent the Securities and Exchange
Commission from granting it an effective SB-2 Registration Statement for the
registration and resale of any of the presently authorized and outstanding
securities of Riverside, nor that would prevent its securities from being
quoted on the OTC Bulletin Board of the National Association of Securities
Dealers, Inc. (the "NASD").
3.2 Capitalization. The authorized capital stock of
Riverside consists of 20,000,000 shares of one mill ($0.001) par value common
voting stock, of which 1,000,000 shares are issued and outstanding, all fully
paid and non-assessable; and 1,000,000 shares of one mill ($0.001) par value
preferred stock, of which no shares are issued and outstanding. There are no
outstanding options, warrants or calls pursuant to which any person has the
right to purchase any authorized and unissued common stock, preferred stock or
other securities of Riverside.
3.3 Financial Statements. The financial statements of
Riverside furnished to the Alpine Stockholder and Alpine, consisting of
audited financial statements for the years ended June 30, 1999 and 1998,
attached hereto as Exhibit B and incorporated herein by reference, and
unaudited financial statements for the period ended March 31, 2000, attached
hereto as Exhibit B-1 and incorporated herein by reference, are correct and
fairly present the financial condition of Riverside 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. Riverside 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 Riverside which, in
the aggregate, have been materially adverse; (2) damages, destruction or
losses of or to property of Riverside, payments of any dividend or other
distribution in respect of any class of stock of Riverside, 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 employees.
3.6 Title to Property. Riverside has good and marketable
title to all properties and assets, real and personal, reflected in its
balance sheets, and the properties and assets of Riverside 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 Riverside, threatened, against or relating to
Riverside, 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 Riverside is party to any material legal proceeding which could have an
adverse effect on Riverside (financial or otherwise), and none is party to any
action or proceeding wherein any has an interest adverse to Riverside.
3.8 Books and Records. From the date of this Agreement
to the Closing, Riverside will (1) give to the Alpine Stockholder and Alpine
or their respective representatives full access during normal business hours
to all of its offices, books, records, contracts and other corporate documents
and properties so that the Alpine Stockholder and Alpine or their respective
representatives may inspect and audit them; and (2) furnish such information
concerning the properties and affairs of Riverside as the Alpine Stockholder
and Alpine or their respective representatives may reasonably request.
3.9 Tax Returns. Riverside 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), Riverside and its representatives will keep
confidential any information which they obtain from the Alpine Stockholder or
from Alpine concerning the properties, assets and business of Alpine. If the
transactions contemplated by this Agreement are not consummated by June 30,
2000, Riverside will return to Alpine all written matter with respect to
Alpine obtained by Riverside in connection with the negotiation or
consummation of this Agreement.
3.11 Investment Intent. Riverside is acquiring the Alpine
Shares to be transferred to it under this Agreement for investment and not
with a view to the sale or distribution thereof, and Riverside has no
commitment or present intention to liquidate Alpine or to sell or otherwise
dispose of the Alpine Shares.
3.12 Corporate Authority. Riverside has full corporate
power and authority to enter into this Agreement and to carry out its
obligations hereunder and will deliver to the Alpine Stockholder and Alpine or
their respective representatives at the Closing a certified copy of
resolutions of its Board of Directors authorizing execution of this Agreement
by its officers and performance thereunder, and the sole director adopting and
delivering such resolutions is the duly elected and incumbent director of
Riverside.
3.13 Due Authorization. Execution of this Agreement and
performance by Riverside hereunder have been duly authorized by all requisite
corporate action on the part of Riverside, and this Agreement constitutes a
valid and binding obligation of Riverside and performance hereunder will not
violate any provision of the Articles of Incorporation, Bylaws, agreements,
mortgages or other commitments of Riverside.
3.14 Environmental Matters. Riverside has no knowledge of
any assertion by any governmental agency or other regulatory authority of any
environmental lien, action or proceeding, or of any cause for any such lien,
action or proceeding related to the business operations of Riverside. In
addition, to the best knowledge of Riverside, there are no substances or
conditions which may support a claim or cause of action against Riverside or
any of its current or former officers, directors, agents or employees, whether
by a governmental agency or body, private party or individual, under any
Hazardous Materials Regulations. "Hazardous Materials" means any oil or
petrochemical products, PCB's, asbestos, urea formaldehyde, flammable
explosives, radioactive materials, solid or hazardous wastes, chemicals, toxic
substances or related materials, including, without limitation, any substances
defined as or included in the definition of "hazardous substances," "hazardous
wastes," "hazardous materials," or "toxic substances" under any applicable
federal or state laws or regulations. "Hazardous Materials Regulations" means
any regulations governing the use, generation, handling, storage, treatment,
disposal or release of hazardous materials, including, without limitation, the
Comprehensive Environmental Response, Compensation and Liability Act, the
Resource Conservation and Recovery Act and the Federal Water Pollution Control
Act.
3.15 Access to Information Regarding Alpine. Riverside and Hand
acknowledge that they have been delivered copies of what has been represented
to be documentation containing all material information respecting Alpine and
its 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 Alpine, and with the legal and
accounting firms of Alpine, with respect to such documentation; and that to
the extent requested, all questions raised have been answered to their
complete satisfaction.
Section 4
Representations, Warranties and Covenants of Alpine
and the Alpine Stockholder
Alpine and the Alpine Stockholder represent and warrant to, and
covenant with, Riverside as follows:
4.1 Alpine Shares. The Alpine Stockholder is the record
and beneficial owner of all of the Alpine Shares listed in Exhibit A, free and
clear of adverse claims of third parties; and Exhibit A correctly sets forth
the names, addresses and the number of Alpine Shares respectively owned by the
Alpine Stockholder.
4.2 Corporate Status. Alpine is a corporation duly
organized, validly existing and in good standing under the laws of the State
of Utah 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.
4.3 Capitalization. The authorized capital stock of
Alpine consists of 50,000 shares of no par value common voting stock, of which
25,000 shares are issued and outstanding, all fully paid and non-assessable.
There are no outstanding options, warrants or calls pursuant to which any
person has the right to purchase any authorized and unissued capital stock or
other securities of Alpine.
4.4 Financial Statements. The financial statements of
Alpine furnished to Riverside, consisting of audited financial statements for
the years ended October 31, 1999 and 1998, attached hereto as Exhibit D, and
incorporated herein by reference, are correct and fairly present the financial
condition of Alpine as of these 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 E, which is attached
hereto and incorporated herein by reference. These 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.
4.5 Undisclosed Liabilities. Alpine has no material
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 E.
4.6 Interim Changes. Since the date of its balance
sheets, except as set forth in Exhibit E, there have been no (1) changes in
the financial condition, assets, liabilities or business of Alpine, which in
the aggregate, have been materially adverse; (2) damages, destruction or loss
of or to the property of Alpine, payment of any dividend or other distribution
in respect of the capital stock of Alpine, or any direct or indirect
redemption, purchase or other acquisition of any such stock; or (3) increases
paid or agreed to in the compensation, retirement benefits or other
commitments to their employees.
4.7 Title to Property. Alpine has good and marketable
title to all properties and assets, real and personal, proprietary or
otherwise, reflected in its balance sheets, and the properties and assets of
Alpine are subject to no mortgage, pledge, lien or encumbrance, except for
liens shown therein or in Exhibit E, with respect to which no default exists.
4.8 Litigation. There is no litigation or proceeding
pending, or to the knowledge of Alpine, threatened, against or relating to
Alpine or its properties or business, except as set forth in Exhibit E.
Further, no officer, director or person who may be deemed to be an affiliate
of Alpine is party to any material legal proceeding which could have an
adverse effect on Alpine (financial or otherwise), and none is party to any
action or proceeding wherein any has an interest adverse to Alpine.
4.9 Books and Records. From the date of this Agreement
to the Closing, the Alpine Stockholder will cause Alpine to (1) give to
Riverside and its representatives full access during normal business hours to
all of its offices, books, records, contracts and other corporate documents
and properties so that Riverside may inspect and audit them; and (2) furnish
such information concerning the properties and affairs of Alpine as Riverside
may reasonably request.
4.10 Tax Returns. Alpine 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.
4.11 Confidentiality. Until the Closing (and continuously
if there is no Closing), Alpine, the Alpine Stockholder and their
representatives will keep confidential any information which they obtain from
Riverside concerning its properties, assets and business. If the transactions
contemplated by this Agreement are not consummated by June 30, 2000, Alpine
and the Alpine Stockholder will return to Riverside all written matter with
respect to Riverside obtained by them in connection with the negotiation or
consummation of this Agreement.
4.12 Investment Intent. The Alpine Stockholder is
acquiring the shares to be exchanged and delivered to him under this Agreement
for investment and not with a view to the sale or distribution thereof, and
the Alpine Stockholder has no commitment or present intention to liquidate the
Riverside or to sell or otherwise dispose of the Riverside shares. The
Alpine Stockholder shall execute and deliver to Riverside on the Closing an
Investment Letter attached hereto as Exhibit F and incorporated herein by
reference, acknowledging the "unregistered" and "restricted" nature of the
shares of Riverside being received under the Agreement in exchange for the
Alpine Shares, and receipt of certain material information regarding
Riverside, including its 10-SB Registration Statement and all reports filed
with the Securities and Exchange Commission during the past 12 months.
4.13 Corporate Authority. Alpine has full corporate power
and authority to enter into this Agreement and to carry out its obligations
hereunder and will deliver to Riverside or its representative at the Closing a
certified copy of resolutions of its Board of Directors authorizing execution
of this Agreement by its officers and performance thereunder.
4.14 Due Authorization. Execution of this Agreement and
performance by Alpine hereunder have been duly authorized by all requisite
corporate action on the part of Alpine, and this Agreement constitutes a valid
and binding obligation of Alpine and performance hereunder will not violate
any provision of the Articles of Incorporation, Bylaws, agreements, mortgages
or other commitments of Alpine, other than required notices.
4.15 Environmental Matters. Alpine and the Alpine
Stockholder have no knowledge of any assertion by any governmental agency or
other regulatory authority of any environmental lien, action or proceeding, or
of any cause for any such lien, action or proceeding related to the business
operations of Alpine or its predecessors. In addition, to the best knowledge
of Alpine, there are no substances or conditions which may support a claim or
cause of action against Alpine or any of its current or former officers,
directors, agents, employees or predecessors, whether by a governmental agency
or body, private party or individual, under any Hazardous Materials
Regulations. "Hazardous Materials" means any oil or petrochemical products,
PCB's, asbestos, urea formaldehyde, flammable explosives, radioactive
materials, solid or hazardous wastes, chemicals, toxic substances or related
materials, including, without limitation, any substances defined as or
included in the definition of "hazardous substances," "hazardous wastes,"
"hazardous materials," or "toxic substances" under any applicable federal or
state laws or regulations. "Hazardous Materials Regulations" means any
regulations governing the use, generation, handling, storage, treatment,
disposal or release of hazardous materials, including, without limitation, the
Comprehensive Environmental Response, Compensation and Liability Act, the
Resource Conservation and Recovery Act and the Federal Water Pollution Control
Act.
4.16 Access to Information Regarding Riverside. Alpine and the
Alpine Stockholder acknowledge that they have been delivered copies of what
has been represented to be documentation containing all material information
respecting Riverside and its 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 Riverside,
and with the legal and accounting firms of Riverside, 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 Alpine, the Alpine Stockholder
All obligations of Alpine and the Alpine Stockholder 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 Riverside and Hand 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. Riverside and Hand 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.
5.3 Officers' Certificate. Alpine and the Alpine
Stockholder shall have been furnished with a certificate signed by the
President of Riverside, in such capacity and personally, attached hereto as
Exhibit G and incorporated herein by reference, dated as of the Closing,
certifying (1) that all representations and warranties of Riverside and Hand
contained herein are true and correct; and (2) that since the date of the
financial statements (Exhibit B and B-1 hereto), there has been no material
adverse change in the financial condition, business or properties of
Riverside, taken as a whole.
5.4 Opinion of Counsel of Riverside. Alpine and the
Alpine Stockholder shall have received an opinion of counsel for Riverside,
dated as of the Closing, to the effect that (1) the representations of
Sections 3.1, 3.2 and 3.12 are correct; (2) except as specified in the
opinion, counsel knows of no inaccuracy in the representations in 3.5, 3.6 or
3.7; and (3) that the shares of Riverside to be issued to the Alpine
Stockholder under this Agreement will, when so issued, be validly issued,
fully paid and non- assessable.
5.5 Assets and Liabilities of Riverside. Riverside shall
have no material assets and no liabilities at Closing, and all costs, expenses
and fees incident to the Agreement shall have been paid.
5.6 Resignation of Sole Director and Executive Officer
and Designation of New Directors and Executive Officers. The present sole
director and executive officer of Riverside shall resign, and shall have
designated the nominees of Alpine as directors and executive officers of the
Reorganized Riverside to serve in their place and stead, until the next
respective annual meetings of the stockholders and Board of Directors of
Riverside, and until their respective successors shall be elected and
qualified or until their respective prior resignations or terminations, who
shall be: Eugene R. Mallette; Max A. Hansen, Esq.; and Bill Distefano.
5.7 Name Change of Riverside. The requirements of
Section 1.5 hereof shall have been fully satisfied at Closing.
5.8 Conditions Subsequent. The Closing is subject to the
terms and conditions of Section 1.7 hereof, in that this Agreement may be
voided at the option of Alpine and the Alpine Stockholder, if the time
requirements of that Section are not fully met in a timely fashion, regardless
of the "best efforts" of the parties and their legal counsel.
Section 6
Conditions Precedent to Obligations of Riverside and Hand
All obligations of Riverside and Hand under this Agreement are
subject, at their 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 Alpine and the Alpine Stockholder 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. Alpine and the Alpine Stockholder
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 Officers' and Stockholders' Certificate. Riverside
and Hand shall have been furnished with a certificate signed by the President
of Alpine, attached hereto as Exhibit H and incorporated herein by reference,
dated as of the Closing, certifying (1) that all representations and
warranties of Alpine and the Alpine Stockholder contained herein are true and
correct; and (2) that since the date of the financial statements (Exhibit D),
there has been no material adverse change in the financial condition, business
or properties of Alpine, taken as a whole.
6.4 Opinion of Counsel of Alpine. Riverside shall have
received an opinion of counsel for Alpine, dated as of the Closing, to the
effect that (1) the representations of Sections 4.2, 4.3 and 4.13 are correct;
and (2) except as specified in the opinion, counsel knows of no inaccuracy in
the representations in 4.6, 4.7 or 4.8.
6.5 Books and Records. The Alpine Stockholder or the
Board of Directors of Alpine shall have caused Alpine to make available all
books and records of Alpine, including minute books and stock transfer
records; provided, however, only to the extent requested in writing by
Riverside at Closing.
6.6 Acceptance by Alpine Stockholder. The terms of this
Agreement shall have been accepted by the Alpine Stockholder by the execution
and delivery of a copy of the Agreement and related instruments.
Section 7
Termination
Prior to Closing, this Agreement may be terminated (1) by
mutual consent in writing; (2) by either the sole director of Riverside or
Alpine and the Alpine Stockholder if there has been a material
misrepresentation or material breach of any warranty or covenant by the other
party; or (3) by either the sole director of Riverside or Alpine and the
Alpine Stockholder if the Closing shall not have taken place, unless adjourned
to a later date by mutual consent in writing, by the date fixed in Section 2.
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 except as provided in Exhibit I attached hereto and
incorporated herein by reference, no broker or finder has acted for any party
in connection with this Agreement, and 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 the indemnifying
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 Riverside: 24351 Pasto Road, Suite B
Dana Point, California 92629
With a copy to: Jehu Hand, Esq.
Hand & Hand
24351 Pasto Road, Suite B
Dana Point, California 92629
If to Alpine: 3450 West Jense Parkway
Provo, Utah 84601
With a copy to: Leonard W. Burningham, Esq.
455 East 500 South, #205
Salt Lake City, Utah 84111
If to the Alpine
Stockholder: To the Address listed in 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
Delaware, 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; provided however, that any assignment by any party of any rights
under this Agreement without the prior written consent of the other parties
shall be void.
8.9 Counterparts. This Agreement may be executed
simultaneously in two or more counterparts, each of which shall be deemed to
be an original, but all of which together shall constitute one and the same
instrument.
8.10 Default. In the event of default hereunder, the non-
defaulting and prevailing party in any action to enforce the terms and
provisions hereof shall be entitled to recover reasonable costs and expenses
incurred in enforcing this Agreement, including attorney's fees and associated
costs.
IN WITNESS WHEREOF, the parties have executed this Agreement and
Plan of Reorganization effective the day and year first above written.
RIVERSIDE VENTURES, INC.
Dated: 6/12/00. By/s/Jehu Hand
Jehu Hand, Esq., President
Dated: 6/12/00. /s/Jehu Hand
Jehu Hand, Esq., Personally
ALPINE AVIATION, INC.
Dated: 6/8/00. By/s/Eugene R. Mallette
Eugene R. Mallette
ALPINE STOCKHOLDER
Dated: 6/8/00. /s/Eugene R. Mallette
Eugene R. Mallette
<PAGE>
AMENDED EXHIBIT A
Number of Shares
Number of Shares Riverside
Owned of to be
Name and Address Alpine Received in Exchange
[S] [C] [C]
Eugene R. Mallette 21,241 8,407,188
3450 West Jense Parkway
Provo, Utah 84601
The Mallette Family 2,500 989,500
Limited Partnership
3450 West Jense Parkway
Provo, Utah 84601
Bill Distefano 1,243 491,979
3450 West Jense Parkway
Provo, Utah 84601
Mark Anderson 16 6,333
10 West Broadway, Suite 630
Salt Lake City, Utah 84101
Total: 25,000 9,895,000
<PAGE>
EXHIBIT B
RIVERSIDE VENTURES, INC.
AUDITED FINANCIAL STATEMENTS
FOR THE YEARS ENDED
JUNE 30, 1999 AND 1998
INDEPENDENT AUDITORS' REPORT
<PAGE>
To the Board of Directors and Shareholders
Riverside Ventures, Inc.
We have audited the statements of financial position of Riverside Ventures,
Inc. ( a development stage company) as of June 30, 1999 and 1998, and the
related statements of operations, changes in stockholders' equity and cash
flows for the years then ended and cumulative for the period April 20, 1994
(date of inception) through June 30, 1999. These financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free of
material misstatements. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Riverside Ventures, Inc. (a
development stage company) as of June 30, 1999 and 1998, and the results of
its operations, changes in stockholders' equity and cash flows for the period
April 20, 1994 (date of inception) through June 30, 1999, in conformity with
generally accepted accounting principles.
Bountiful, Utah
July 1, 1999
<PAGE>
RIVERSIDE VENTURES, INC.
(A Development Stage Company)
Statements of Financial Position
June 30, 1999 and 1998
<TABLE>
<CAPTION>
1999 1998
<S> <C> <C>
ASSETS
Current assets-cash $ - $ -
Other assets
Organization costs, net of accumulated
amortization of $1,015 and $858 - 157
Total assets $ - $ 157
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable $ 108 $ -
Accounts payable - related party 993 468
Total current liabilities 1,101 468
Stockholders' equity
Preferred stock, $.001 par value;
1,000,000 shares authorized; no
shares issued and outstanding
Common stock, $.001 par value;
20,000,000 shares authorized;
1,000,000 shares issued and outstanding 1,000 1,000
Additional paid-in capital 15 15
Accumulated deficit during the
development stage (2,116) (1,326)
Total stockholders' equity (1,101) (311)
Total liabilities and stockholders' equity $ - $ 157
</TABLE>
See accompanying notes to financial statements
<PAGE>
RIVERSIDE VENTURES, INC.
(A Development Stage Company)
Statements of Operations
Years Ended June 30, 1999 and 1998
and Cumulative from Inception to June 30, 1999
<TABLE>
<CAPTION>
Cumulative
From
Inception
(April 20, 1994)
to June 30,
1999 1998 1999
<S> <C> <C> <C>
Revenues $ - $ - $ -
Operating expenses
General and administrative 633 108 1,101
Amortization 157 204 1,015
Total operating expenses 790 312 2,116
Net (loss) $ (790) $ (312) $ (2,116)
Net (loss) per share $ - $ - $ -
Weighted average number of
shares outstanding 1,000,000 1,000,000 1,000,000
</TABLE>
See accompanying notes to financial statements
<PAGE>
RIVERSIDE VENTURES, INC.
(A Development Stage Company)
Statement of Changes in Stockholders' Equity
From Inception (April 20, 1994) Through June 30, 1999
<TABLE>
<CAPTION>
Accumulated
Deficit
Common Stock Additional During the
Paid-In Development
Shares Amount Capital Stage Total
<S> <C> <C> <C> <C> <C>
Issuance of common
stock for cash,
April 20, 1994 1,000,000 $ 1,000 $ 15 $ - $ 1,015
Net (loss) - - - (42) (42)
Balances at June 30,
1994 1,000,000 1,000 15 (42) 973
Net (loss) - - - (338) (338)
Balances at June 30,
1995 1,000,000 1,000 15 (380) 635
Net (loss) - - - (320) (320)
Balances at June 30,
1996 1,000,000 1,000 15 (700) 315
Net (loss) - - - (314) (314)
Balances at June 30,
1997 1,000,000 1,000 15 (1,014) 1
Net (loss) - - - (312) (312)
Balances at June 30,
1998 1,000,000 1,000 15 (1,326) (311)
Net (loss) - - - (790) (790)
Balances at June 30,
1999 1,000,000 $ 1,000 $ 15 $(2,116) $(1,101)
</TABLE>
See accompanying notes to financial statements
<PAGE>
RIVERSIDE VENTURES, INC.
(A Development Stage Company)
Statements of Cash Flows
Years Ended June 30, 1999 and 1998
and Cumulative from Inception to June 30, 1999
<TABLE>
<CAPTION>
Cumulative
From
Inception
(April 20, 1994)
to June 30,
1999 1998 1999
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) $(790) $(312) $(2,116)
Add item not requiring the use
of cash - amortization 157 204 1,015
Increase in accounts payable 633 108 1,101
Net cash flows from operating
activities - - -
CASH FLOWS FROM INVESTING ACTIVITIES
Organization costs - - (1,015)
Net cash flows from investing
activities - - (1,015)
CASH FLOWS FROM FINANCING ACTIVITIES
Sale of common stock - - 1,015
Net cash flows from financing
activities - - 1,015
Net increase (decrease) in cash - - -
Cash balance at beginning of period - - -
Cash balance at end of period $ - $ - $ -
</TABLE>
See accompanying notes to financial statements
<PAGE>
RIVERSIDE VENTURES, INC.
(A Development Stage Company)
Notes to Financial Statements
Years Ended June 30, 1999 and 1998
1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
The Company was incorporated under the laws of the State of Delaware on
April 20, 1994, for the purpose of seeking out business opportunities,
including acquisitions. The Company is in the development stage and
will be very dependent on the skills, talents, and abilities of
management to successfully implement its business plan. Due to the
Company's lack of capital, it is likely that the Company will not be
able to compete with larger and more experienced entities for business
opportunities which are lower risk and are more attractive for such
entities. Business opportunities in which the Company may participate
will likely be highly risky and speculative. Since inception, the
Company's activities have been limited to organizational matters.
Organizational costs are amortized on a straight-line basis over five
years.
2. CASH AND CASH EQUIVALENTS
The Company considers all short-term investments with an original
maturity of three months or less to be cash equivalents.
3. RELATED PARTY TRANSACTIONS
The Company currently receives the use of office space free of charge
from an officer of the Company. The fair market value of the office
space in the same geographic region is $20 per month.
4. INCOME TAXES
The fiscal year end of the Company is June 30th and an income tax return
has not been filed. However, if an income tax return had been filed,
the Company would have a net operating loss carry forward of $2,116 that
would begin expiring in the year 2009.
5. STOCK OPTION PLAN
The Company has stock option plans for directors, officers, employees,
advisors, and employees of companies that do business with the Company,
which provide for non-qualified and qualified stock options. The Stock
Option Committee of the Board determines the option price which cannot
be less than the fair market value at the date of the grant or 110% of
the fair market value if the Optionee holds 10% or more of the Company's
common stock. The price per share of shares subject to a Non-Qualified
Option shall not be less than 85% of the fair market value at the date
of the grant. Options generally expire either three months after
termination of employment, or ten years after date of grant (five years
if the optionee holds 10% or more of the Company's common stock at the
time of grant). No options have been granted under the plan.
<PAGE>
EXHIBIT B-1
RIVERSIDE VENTURES, INC.
UNAUDITED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED MARCH 31, 2000
<PAGE>
RIVERSIDE VENTURES, INC.
(A Company in the Development Stage)
BALANCE SHEETS
<TABLE>
<CAPTION>
ASSETS
June 30, March 31,
1999 2000
<S> <C> <C>
TOTAL ASSETS $ $
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 108 $ 108
Accounts payable - related party 993 1,730
TOTAL LIABILITIES $ 1,101 $ 1,838
STOCKHOLDERS' EQUITY
Preferred Stock, $.001 par value;
1,000,000 shares authorized; no shares
issued and outstanding
Common Stock, $.001 par value; 20,000,000
shares authorized; 1,000,000 shares issued
and outstanding 1,000 1,000
Additional paid-in capital 15 15
Accumulated deficit during the
development stage (2,116) (2,853)
TOTAL STOCKHOLDERS' EQUITY (1,101) (1,838)
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY $ $
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE>
RIVERSIDE VENTURES, INC.
(A Company in the Development Stage)
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
CUMULATIVE
FOR THE NINE FOR THE THREE FROM INCEPTION
MONTHS ENDED MONTHS ENDED (April 20, 1994)
March 31, March 31, TO
2000 1999 2000 1999 March 31, 2000
<S> <C> <C> <C> <C> <C>
REVENUES $ $ $ $ $
OPERATING EXPENSES
General and
Administrative 737 1,838
Amortization 36 12 1,015
TOTAL OPERATING EXPENSES 737 12 2,853
NET (LOSS) (737) (36) $(12) $ (2,853)
NET (LOSS) PER SHARE $ (Nil) $(Nil) $ $(Nil) $ (Nil)
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING 1,000,000 1,000,000 1,000,000 1,000,000 1,000,000
</TABLE>
See accompanying Notes to Financial Statements.
<PAGE>
RIVERSIDE VENTURES, INC.
(A Company in the Development Stage)
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
CUMULATIVE
FOR THE NINE FOR THE THREE FROM INCEPTION
MONTHS ENDED MONTHS ENDED (April 20, 1994)
March 31, March 31, TO
2000 1999 2000 1999 March 31, 2000
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM
OPERATING ACTIVITIES
Net (Loss) $ (737) $(36) $ $ 12 $ (2,853)
Add item not
requiring the
use of cash -
amortization 36 12 1,015
Increase (decrease)
in accounts
payable 737 1,838
Net cash flows from
operating activities
CASH FLOWS FROM INVESTING
ACTIVITIES
Organizational Costs (1,015)
CASH FLOWS FROM FINANCING
ACTIVITIES
Sale of Common Stock 1,015
Net Cash flows from
financing activities 1,015
NET INCREASE (DECREASE)
IN CASH
CASH BALANCE AT BEGINNING
OF PERIOD
CASH BALANCE AT END OF
PERIOD $ $ $ $ $
</TABLE>
See accompanying Notes to Financial Statements.
<PAGE>
RIVERSIDE VENTURES, INC.
(A Company in the Development Stage)
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
March 31, 2000
1. Comments
The accompanying financial statements are unaudited, but in the
opinion of the management of the Company, contain all adjustments, consisting
of only normal recurring accruals, necessary to present fairly the financial
position at March 31, 2000, the results of operations for the nine and three
months ended March 31, 2000 and 1999, and the cash flows for the nine and
three months ended March 31, 2000 and 1999. Reference is made to the
Company's Form 10-SB filed on August 11, 1999. The results of operations for
the nine and three months ended March 31, 2000 are not necessarily indicative
of the results of operations to be expected for the full fiscal year ending
June 30, 2000.
<PAGE>
EXHIBIT C
None.
<PAGE>
EXHIBIT D
ALPINE AVIATION, INC.
AUDITED FINANCIAL STATEMENTS
FOR THE YEARS ENDED OCTOBER 31, 1999 AND 1998
<PAGE>
See Item 7(a)(1).
<PAGE>
EXHIBIT E
None.
<PAGE>
EXHIBIT F
Riverside Ventures, Inc.
24351 Pasto Road, Suite B
Dana Point, California 92629
Re: Exchange of shares of Alpine Aviation, Inc., a Utah
corporation ("Alpine"), for shares of Riverside
Ventures, Inc., a Delaware corporation ("Riverside" or
the "Company")
Dear Ladies and Gentlemen:
Pursuant to that certain Agreement and Plan of Reorganization (the
"Agreement") between the undersigned, Alpine, the sole stockholder of Alpine
and Riverside, 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 the Agreement and any and all
material documents regarding the Company, including, but not limited to
Articles of Incorporation, Bylaws, minutes of meetings of directors and
stockholders, financial statements and reports filed with the Securities and
Exchange Commission during the past 12 months. I represent and warrant that
no director or officer of the Company or any associate of either has solicited
this exchange; that I am an "accredited investor" as that term is known under
the Rules and Regulations of the Securities and Exchange Commission (see
Exhibit 1 hereto); 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.
I further understand that immediately prior to the completion of
the Plan, Riverside had little, if any assets, of any measurable value, and
that in actuality, the completion of the Agreement and the exchange of my
shares of Alpine for shares of Riverside results in a decrease in the actual
percentage of ownership that my shares of Alpine represented in Alpine prior
to the completion of the Plan.
I understand that you have and will make books and records of your
Company available to me for my inspection in connection with the contemplated
exchange of my shares, options or warrants, 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 Company or of the legal and
accounting firms for the Company. I understand that the accountant for the
Company is Thurman Shaw & Co., LC, Certified Public Accountants, 215 South
State Street, Salt Lake City, Utah 84111, Telephone 801-359-2428; and that
legal counsel for Riverside is Jehu Hand, Esq., Suite B, 24351 Pasto Road,
Dana Point, California 92629, Telephone 949-489-2400; Mr. Hand is also the
sole director and executive officer of Riverside.
I also understand that I must bear the economic risk of ownership
of any of the Riverside shares, options or warrants 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 to Alpine
for use by Riverside as they are made to induce you to issue me the shares of
Riverside under the Plan, 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 Company 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 Company 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,
options or warrants 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 Company 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
Riverside, all shares of Riverside to be issued and delivered to me in
exchange for my shares of Alpine shall be represented by one certificate only
and which such certificate shall be imprinted with the following legend or a
reasonable facsimile thereof on the front and reverse sides thereof:
The shares, options or warrants 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. Riverside will attempt to accommodate
any stockholders' request where Riverside views the request is made for valid
business or personal reasons so long as in the sole discretion of Riverside,
the granting of the request will not facilitate a "public" distribution of
unregistered shares of Riverside.
You are requested and instructed to issue a stock certificate as
indicated in Exhibit 2 hereof.
Dated this 8th day of June, 2000.
Very truly yours,
/s/ Eugene R. Mallette
<PAGE>
EXHIBIT 2
Eugene R. Mallette
3450 West Jense Parkway
Provo, Utah 84601
To Whom It May Concern:
I hereby give the following securities to the following persons who are
relatives or close personal friends that I have known for no less than 10
years, subject to the following conditions:
1. That the issuance and deliver of the stock certificates to
represent these shares shall be registered with the Securities and
Exchange Commission and be subject to an effective registration
statement covering such issuance and delivery; and,
2. That regardless of any such registration, the donees shall be
receiving these securities for "investment purposes" and that
resales thereof shall be made in total compliance with the terms
and provisions of Rule 144 of the Securities and Exchange
Commission, with each stock certificate issued to each donee to
bear an appropriate "restrictive" legend indicating these
restrictions.
1 X 5,000 Adeline Voldseth
Lennep, Rt
Martinsdale, MT 59053
1 X 5,000 Bill & Nancy Doyle
126 Westwood Land
Kalispell, MT 59901
1 X 5,000 Dorene Maixner
236 Waterford Drive
Butte, MT 59701
1 X 5,000 Katie Mallette
5796 Angie Ct.
Parker, CO 80134
1 X 5,000 Kelly & Marcie McMullan
805 Park Ave.
Boone, IA 50036
1 X 5,000 Kristen Mallette
5796 Angie Ct.
Parker, CO 80134
1 X 5,000 Margaret Maixner
1118 Sampson
Butte, MT 59701
1 X 5,000 Mike & Dana Maixner
345 Chickasaw Ct.
Jacksonville, FL 32259
1 X 5,000 Sarah Mallette
5796 Angie Ct.
Parker, CO 80134
1 X 5,000 Tom and Alice Gregoire
17311 Cedar Rd.
Lake Oswego, OR 97034
1 X 1,000 Amy & Jeff Castro
242 Browns St.
Bettendorf, IA 52722
1 X 1,000 Andrew Maixner
345 Chicksaw Ct.
Jacksonville, FL 32259
1 X 1,000 Brent Gregoire
28015 Camino Del Rio
San Juan Capistrano, CA 92675
1 X 1,000 Brian Gregoire
623 Via Del Campo
San Marcos, CA 92069
1 X 1,000 Carol Ann Gregoire
8191 Ships Curve Lane
Springfield, VA 22153
1 X 1,000 Chris & Kelly Clark
133 S. 200 East
Lindon, Utah 84042
1 X 1,000 D. J. Schnee, Jr.
730 Hill
Shelby, MT 59474
1 X 1,000 Dan Marcon
3250 S. Blvd.
Idaho Falls, ID 83402
1 X 1,000 Dave Dart
P. O. Box 5065
Kailua Kona, HI 96745
1 X 1,000 Dick Torkildson
629 Leslie Ave.
Helena, MT 59601
1 X 1,000 Don Stocker
#11 Jackson Cr. Rd.
Clancy, MT 59634
1 X 1,000 Gary & Barb Harmon
110 E. Granite Ave.
Shelby, MT 59474
1 X 1,000 Gene & Krysti Doyle
1311 N. W. Island Dr.
N W Poulsbo, WA 98370-8104
1 X 1,000 Jess Pellett
1216 McDonald #A
Missoula, MT 59801
1 X 1,000 J'neanne & Gene Theus
17311 SW Cedar Rd.
Lake Oswego, OR 97034
1 X 1,000 Joe & Diane Gregoire
5375 Washington Ct.
Lake Oswego, OR 97035
1 X 1,000 Joe Estenson
1377 Bighorn Rd.
Helena, MT 59602
1 X 1,000 Lynn & Mark Richardson
730 S. 1650 East
Spanish Fork, UT 84660
1 X 1,000 Marie Walsh
P. O. Box 579
East Helena, MT 59635
1 X 1,000 Mary Ann Harwood
678 Hill Street
Shelby, MT 59474
1 X 1,000 Mary Pat McMullan
805 Park Ave.
Boone, IA 50036
1 X 1,000 Max & Kathy Mallette
218 E. Cascade Ave.
Shelby, MT 59474
1 X 1,000 Max & Patti Hansen
P. O. Box 1301
Dillon, MT 59725
1 X 1,000 Maxine & Wayne Van Dine
16513 190th Ave. N.E.
Woodenville, MT 98072
1 X 1,000 Mike McMullan
805 Park Ave.
Boone, IA 50036
1 X 1,000 Pat & Sandy Doyle
340 Kings Way
Kalispell, MT 59901
1 X 1,000 Patrick Maixner
345 Chicksaw Ct.
Jacksonville, FL 32259
1 X 1,000 Ray Gregorie
5552 Yorkshire Pl
Lake Oswego, OR 57035
1 X 1,000 Tom & Jeannie Robinson
20212 108th Ave. NE
Bothell, WA 98011
1 X 500 Cathy Orehoski
1701 N. Sagehen Rd.
Orem, UT 84057
1 X 500 Daria Jones
93 East 350 North
Orem, UT 84057
1 X 500 Dave & Joan Hardy
2116 Clark
Billings, MT 59102
1 X 500 Dick & Kathy Walsh
5805 San Sonead Tr
Billings, MT 59106-1020
1 X 500 Ed & Franki Browning
C/O Red Baron Restaurant
Alpine, WY 83128
1 X 500 Frank & Mary Ciez
1022 Stagecoach Tr
Ronam, MT 59864-9550
1 X 500 Fred & Linda Ross
401 23rd N.E.
E. Wenatchee, WA 98801
1 X 500 Larry Schofield
SLC Int'l Airport
AMF Box 22862
Salt Lake City, Utah 84122-0862
1 X 500 Lillian Pellett
211 E. Teton Ave.
Shelby, MT 59474
1 X 500 Lorraine Nicholson
3534 S. 194th Street
Seatac, WA 98188
1 X 500 Mark S. Mezger
203 Mazdell Way
Woodland, CA 95695
1 X 500 Mike & Michelle Stevenson
950 Mellot Lane
Missoula, MT 59802
1 X 500 Nancy Oreskovich
269 S. Beverly
Beverly Hill, CA 90212
1 X 500 Pat & Colleen McCutcheon
7 Cloverview Drive
Helena, MT 59601
1 X 500 Pat & Edna Cahill
5530 Gene Sarazen Dr.
Billings, MT 59106
1 X 500 Pete & Audrey Carter
1755 Canyon Rd.
Springville, UT 84663
1 X 500 Ray & Sue Walsh
3231 Rustic Villa
Kingswood, TX 77345
1 X 500 Sheila Mello
19883 Summetset Ln
Parker, CO 80134
1 X 500 Simon O'Hanion
12192 Florida
Aurora, CO 80012
1 X 500 Steve Bennett
P. O. Box 1516
Columbia Falls, MT 59912
1 X 500 Terry & Janet Bresnahan
1650 Newport
Denver, CO 80220
1 X 500 Tim & Sarah Kelly
11 Wood Ct.
Helena, MT 59601
1 X 500 Tom & Janeen McCarvel
626 N. Benton Ave.
Helena, MT 59601
1 X 500 Tom & Sharon Walsh
9000 Pickering Lane
Missoula, MT 59808
1 X 500 Tony & Jan Hunthausen
14042 College Street
Westminster, CA 92683
1 X 200 Al & Joanne Luzietti
30856 Agoura Rd. G15
Agoura Hills, CA 91301
1 X 200 Annie McGahee
3911 Jewell
San Diego, CA 92109
1 X 200 Archbishop (ret.) Hunthausen
c/o Marie Walsh
313 W. Groschell
East Helena, MT. 59635
1 X 200 Art & Bernie Kramish
9724 Cherokee Lane
Leawood, KS 66206
1 X 200 Art Hunthausen
6 Woodcourt
Helena, MT 59601
1 X 200 Bill & Joan Cote
602 Red Deer Rd.
Franktown Co 80116
1 X 200 Bill & Karen Spencer
2864 Spruce
Geneva, IL 60134
1 X 200 Bill Woon
631 Wilder
Helena, MT 59601
1 X 200 Bob & Bernie Sturm
1111 East 4th Street
Anaconda, MT 59711
1 X 200 Bob & Kathy Porter
6293 Northwoods Glenn Drive
Parker, CO 80134
1 X 200 Bob & Mary Mikes
7501 Nuthatch Cir
Parker, CO 80134
1 X 200 Bob Button
c/o Button Trans. Inc.
8034 Shrooder Rd.
Dixon, CA 95620
1 X 200 Bobby Morrelli
7828 Foxwood Place
Las Vegas, NV 89145
1 X 200 Bobby Orehoski
1701 N. Sagehen Rd.
Orem, UT 84057
1 X 200 Carmen Barnagan
430 E. 86th Street, Apt 17H
New York City, NY 10028
1 X 200 Charles L. & Ellen Bates
1143 S. 800 E.
Mapleton, UT 84664
1 X 200 Chris & Sheryl Dowling
1914 N. 50 West
Orem, Utah 84057
1 X 200 Cheryl & Ken Prevot
6004 N. Belmont Way
Parker, CO 80134
1 X 200 Craig Snyder
c/o Howard, Lewis & Peterson
120 E. 300 N.
Provo, Utah 84601
1 X 200 Dan Dart
816 W. Maryland Lane
Laurel, MT 59044
1 X 200 Dan Shumway
Provo Minicipal Airport-Asst Mgr.
Provo, Utah 84601
1 X 200 Daryl & Ruth Roberson
3 Wood Creek Dr.
Taylors, SC 29687
1 X 200 Dave & Claire Leonard
5588 Ponderosa Dr.
Parker, CO 80134
1 X 200 Dave Bruck
525 S. Harris
Helena, MT 59601
1 X 200 Dave Choquett
10151 Eshamy Bay Dr.
Anchorage, AK 99515
1 X 200 Dave Fagaoga
Aviation Dr. Provo Airport
Provo, Utah 84601
1 X 200 Dave Jewitt
10700 S. W. Beaverton Suite #465-Bldg #2
Beaverton, OR 97005
1 X 200 David & June Voldseth
Lennep, Rt.
Martinsdale, MT 59053
1 X 200 Dean Englestead
136 N. Main Street
Panguitch, Utah 84759
1 X 200 Dennis L. Goodheart
1179 Toole Ct.
Billings, MT 59105
1 X 200 Dick & Mary Lou Meerian
601 S. Hanover Street
Hanover, KS 66945-8859
1 X 200 Dick Sonju
2902 Hwy. 93N
Kalispell, MT 59901
1 X 200 Don Bussell (Buddy)
1537 Haven Crest Dr.
Powder Springs, GA 30127
1 X 200 Donna & Paul Krause
2349 Rolling Hills Dr.
Clarkston, WA 99403
1 X 200 Donna Maixner
931 Longview Drive
Missouri Valley, IA 51555
1 X 200 Dorthy Walsh
608 Maple
Anaconda, MT 59711
1 X 200 Dru Dunning
225 NE Walker Ct.
Roseberg, OR 97470
1 X 200 E. Jim Opitz
920 Vallejo
Helena, MT 59601
1 X 200 Ed & Maureen Durzay
1216 W. Park Ave.
Anaconda, MT 59711
1 X 200 Fr. Ed Stupca
Box 17
Sheridan, MT 49649
1 X 200 Fr. Gene Peoples
c/o Carrol College
1601 N. Benton Ave.
Helena, MT 59625-0002
1 X 200 Fr. Jack Huntausen
c/o Marie Walsh
313 W. Groschell
East Helena, MT 59635
1 X 200 Fred Murphy
5692 S. Blake Drive
Kearns, Utah 84118
1 X 200 Gary & Marilyn Voldseth
Lennep, Rt.
Martinsdale, MT 59053
1 X 200 Gene & Peg Walsh
1818 Hamburg
Anaconda, MT 59711
1 X 200 Gennifer Mello
19883 Summetset Ln.
Parker, CO 80134
1 X 200 George Roberts
41 Munster Dr.
Bella Vista, AR 72715
1 X 200 Georgia Anne Maixner
Homestead Health Care
54th & LaSalle
Lincoln, NE 68516
1 X 200 Glen Johnson
c/o AAA Trading
402 W. Center
Provo, Utah 84601
1 X 200 Hal Taylor
c/o I.R.S. m/s 1547
50 S. 200 East
Salt Lake City, Utah 84111
1 X 200 Hank Burgess
1506 Leslie Ave.
Helena, MT 59601
1 X 200 Hildy Narowetz
P. O. Box 235
Limon, Co 80828
1 X 200 Jay & Pillar Sweaney
372 Volley Ct.
Arnold, MD 21012
1 X 200 Jeanne & Johnny Stergar
701 W. 3rd
Anaconda, MT 59711
1 X 200 Jim Grady
120 Hilltop Rd.
Silverspring, MD 20910
1 X 200 Jim Pellett
c/o Montana Bar
Main Street
Shelby, MT 59474
1 X 200 Joe Etchart
P. O. Bos 429
Glasgow, MT 59230
1 X 200 Joe Hammond
241 Beverly Ave.
Missoula, MT 59801
1 X 200 Joe Steckly
7311 S. Delaware Ct.
Littleton, CO 80120
1 X 200 Joe Thibodeau
155 S. Madison, Suite #209
Denver, CO 80209
1 X 200 John & Melanie Mavros
14911 Yucca Ave.
Irvine, CA 92606
1 X 200 John Muszala
c/o Pacific Fighters
Fanning Field
Idaho Falls, ID 83401
1 X 200 Joy Barton
543 N 80th
Seattle, WA 98110
1 X 200 Julie Morton
426 Hilltop Ave.
Kalispell, MT 59901
1 X 200 Julie Webster O'Reily
838 5th ave.
Los Angeles, CA 90005
1 X 200 Karen Hammel
548 3rd St.
Helena, MT 59601
1 X 200 Karen Orehoski
1701 N. Sagehen Rd.
Orem, Utah 84057
1 X 200 Kenny Voldseth
Main Street
Martinsdale, MT 59053
1 X 200 Kevin Hammond
3700 Snowdrift Lane
Missoula, MT 59802
1 X 200 Kim Orehoski
1701 N. Sagehen Rd.
Orem, Utah 84057
1 X 200 Lavon Barnby
P. O. Box 2092
Kamukla, HI 96743
1 X 200 Leon Garner
P. O. Box 49
Preston, ID 93263
1 X 200 Loretta Rotellini Hammond
21515 Blackhorn Dr.
Missoula, MT 59803
1 X 200 Lorie Filo-Jones
2200 Las Brisas Way, Apt 506
Sierra Vista, AZ 85635
1 X 200 Louis & Elda Vejraska
P. O. Box 588
Omak, WA 98841
1 X 200 Lucille Davis
19701 48th Ave. W., Apt 202
Lynnwood, WA 98036-5580
1 X 200 Marc & Dorie Choquette
5921 Lund St
Juneau, AK 99801
1 X 200 Mary Jane Mead
7475 E. Lakeshore Dr.
Parker, CO 80134
1 X 200 Maurice & Lucy Ferrat
191 Ferral Ln
Toston, MT 59643
1 X 200 Mike & Lorna Lang
P. O. Box 104
Malta, MT 59538-0104
1 X 200 Nancy Stearns
545 Kingswood
Eugene, OR 97405
1 X 200 Nick Porter
6293 Northwoods Glenn Dr.
Parker, CO 80134
1 X 200 Niel Connole
513 State Street
Helena, MT 59601
1 X 200 Norman & June Voldseth
Lennep, Rt.
Martinsdale, MT 59053
1 X 200 Paul & Cathy Schulte
POB 135
Wolf Creek, MT 59648
1 X 200 Paul Wachholz
P. O. Box 1475
Kalispell, MT 59901
1 X 200 Pete & Margaret McCann
6439 N. Lakewind Cir
Parker, CO 80134
1 X 200 Pete Jansen
370 E. Teton Ave. #37
Shelby, MT 59474
1 X 200 Randy Richards
1439 East Northridge Dr.
Bountiful, Utah 84010
1 X 200 Reynelda Maixner
5523 SW 25th Street
Topeka, KS 66614
1 X 200 Richard L. Stang
Box 1056
Plains, MT 59859
1 X 200 Richard Rowack
8526 Lt. William Clark Rd.
Parker, CO 80134
1 X 200 Rick Streett
1230 Londonberry Ave.
Idaho Falls, ID 83404
1 X 200 Ron & Janice King
1728 Moore Lane
Orem, Utah 84057-2215
1 X 200 Ronnie Voldseth
Lennep, Rt.
Martinsdale, MT 59053
1 X 200 Ross Hansen
Sheep Creek Rd.
Dell, MT 59724
1 X 200 Roy G. Ereaux
Box 1287
Malta, MT 59538
1 X 200 Sam Taylor
c/o Times Independent
Moab, Utah 84532
1 X 200 Sark Barakat
c/o Mountain Motors
5th W. 3rd S.
Provo, Utah 84601
1 X 200 Scott Adams
2150 S. 950 East
Provo, Utah 84606-6285
1 X 200 Shane Quintana
5244 Firwood Rd.
Lake Oswego, OR 97305
1 X 200 Sisters of Charity
4200 S. 4th
Leavenworth, KS 66048-5054
1 X 200 Sr. Edna Huntausen
Catholic Church
Browning, MT
1 X 200 Steve & Claudia Weirich
8659 E. Summit Rd.
Parker, CO 80138
1 X 200 Steve & Lucy Ruduski
544 Hilltop Dr.
Bayfield, CA 81122
1 X 200 Steve Hayden
c/o Kings Avionics
176 N. 220 Airport Bldg. #4
Salt Lake City, Utah 84116
1 X 200 Susan Rice
c/o Norman Voldesth
Lennep Rt.
Martinsdale, MT 59053
1 X 200 Theresa Dunning
225 NE Walker Dt.
Roseberg, OR 97470
1 X 200 Todd Guelich
c/o Airsure, Ltd.
25548 Genesse Tr. Rd.
Golden, CO 80401
1 X 200 Tom & Donetta Antonovich
100 Garland
Kalispell, MT 59901
1 X 200 Tom Root
P. O. Box 544
Kalispell, MT 59903
1 X 200 Tom Tobin
2055 Corner Creek Ln.
Jackson, WY 83001
1 X 200 Tony & Harriot Hunthausen
404 W. Groschell
East Helena, MT 59635
1 X 200 Ty Dunning
c/o Theresa Dunning
225 N E Walker Ct.
Roseberg, OR 97470
1 X 200 William Curtis
1900 Pyndall Circle
Hampton, VA 23663
<PAGE>
Dated this 30th day of August, 2000.
Very truly yours,
THE MALLETTE FAMILY
LIMITED PARTNERSHIP
By /s/ Eugene R. Mallette
The Mallette Management Trust,
General Partner
/s/ Eugene R. Mallette, Trustee
<PAGE>
Dated this 12th day of June, 2000.
Very truly yours,
/s/ Mark D. Anderson
<PAGE>
EXHIBIT 2
All shares are to be issued in one certificate in the name of Mark
D. Anderson.
<PAGE>
Dated this 24th day of June, 2000.
Very truly yours,
/s/ Bill Distefano
<PAGE>
EXHIBIT 2
All shares are to be issued in one certificate in the name of Bill
Distefano.
<PAGE>
EXHIBIT G
CERTIFICATE OF OFFICER PURSUANT TO
AGREEMENT AND PLAN OF REORGANIZATION
The undersigned, the President of Riverside Ventures, Inc., a
Delaware corporation ("Riverside"), represents and warrants the following as
required by the Agreement and Plan of Reorganization (the "Agreement") between
Riverside and Alpine Aviation, Inc., a Utah corporation ("Alpine"), and the
sole stockholder of Alpine (the "Alpine Stockholder"), to-wit:
1. That he is the President of Riverside and has been
authorized and empowered by its Board of Directors to execute and deliver this
Certificate to Alpine and the Alpine Stockholder;
2. Based upon his personal knowledge, information, belief and
opinions of counsel for Riverside regarding the Agreement:
(i) All representations and warranties of Riverside
contained within the Agreement are true and correct;
(ii) Riverside 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 Riverside as set forth in its
financial statements for the years ended June 30, 1999
and 1998 and the period ended March 31, 2000, except
as set forth in Exhibit C to the Agreement.
RIVERSIDE VENTURES, INC.
By/S/Jehu Hand
Jehu Hand, Esq., President
/s/Jehu Hand
Jehu Hand, Esq., Personally
<PAGE>
EXHIBIT H
CERTIFICATE OF OFFICER PURSUANT TO
AGREEMENT AND PLAN OF REORGANIZATION
The undersigned, the President of Alpine Aviation, Inc., a Utah
corporation ("Alpine"), represents and warrants the following as required by
the Agreement and Plan of Reorganization (the "Agreement") between Alpine, its
sole stockholder (the "Alpine Stockholder") and Riverside Ventures, Inc., a
Delaware corporation ("Riverside"), to-wit:
1. That he is the President of Alpine and has been authorized
and empowered by its Board of Directors to execute and deliver this
Certificate to Riverside;
2. Based on his personal knowledge, information, belief:
(i) All representations and warranties of Alpine contained
within the Agreement are true and correct;
(ii) Alpine 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 Alpine as set forth in its
financial statements for the years ended October 31,
1999 and 1998, except as set forth in Exhibit E to the
Agreement.
ALPINE AVIATION, INC.
By/S/Eugene R. Mallette
Eugene R. Mallette
<PAGE>
AMENDED EXHIBIT I
Smith Consulting Services, Inc., a Utah corporation and financial
consultant to Alpine ("SCS"), shall be issued 105,000 shares of "restricted
securities" of the Reorganized Riverside, which shall be the balance of the
fees due and owing to SCS by Alpine in connection their Letter Agreement dated
October 5, 1999, regarding the negotiation and consumption of the Agreement,
with SCS having acquired an aggregate of 890,000 shares from certain principal
stockholders of Riverside and being required to include 53,850 of the pre-
Agreement outstanding shares of Riverside in arriving at its fee, for an
aggregate of 1,048,850 shares or 9.5% of the post-Agreement outstanding shares
of the Reorganized Riverside.
