EXHIBIT 10.14
STOCK EXCHANGE AGREEMENT AND PLAN OF REORGANIZATION
(Amended)
This Stock Exchange Agreement and Plan of Reorganization (the "Agreement") is
made and entered into effective as of this 1st day of September, 1999 by and
between OneSource Technologies, Inc., a Delaware corporation, (hereinafter
"OneSource"), and Cartridge Care, Inc., an Arizona corporation, and its
shareholders Maurice Mallette and Judith Mallette, husband and wife, Maurice
Mallette as fiduciary of the Maurice Mallette IRA, and Pasquale Rizzi, a single
man, (hereinafter "Cartridge Care" and/or "Shareholders" as the context
requires).
RECITALS
A. The Shareholders own one hundred (100%) percent of the issued and outstanding
shares (the "CC Shares") of the common stock of Cartridge Care, Inc. ("Cartridge
Care"), an Arizona corporation, which stock consists of three hundred (300)
Shares of no par value common stock, represented by Certificate Numbers 4
through 7 registered in the names of the Shareholders.
B. The Shareholders desire to exchange shares in a reorganization with OneSource
and OneSource desires to exchange its shares (the "OS Shares") with the
Shareholders and make Cartridge Care a wholly owned subsidiary of OneSource on
the terms and conditions set forth herein, and to enter into certain other
agreements in respect thereof, as set forth below.
C. The Boards of Directors of OneSource and Cartridge Care have approved the
acquisition of all of the shares of Cartridge Care by OneSource in exchange for
shares of OneSource.
D. For federal income tax purposes, it is intended that the exchange of shares
shall qualify as a reorganization within the meaning of Section 368(b) of the
Internal Revenue Code of 1986 as amended.
Now, Therefore, for and in consideration of the mutual representations,
warranties, covenants, agreements, and undertakings contained herein, and for
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, OneSource, Cartridge Care and the Shareholders agree as
follows:
<PAGE>
AGREEMENTS
ARTICLE I
Purchase and Sale
Section 1.1 Index of Definitions. As used in this Agreement, the following terms
shall have the meanings given to them by the sections of this Agreement
specified below:
1.1.1 "Agreement" is defined in the first paragraph.
1.1.2 "OneSource" is defined in the first paragraph.
1.1.3 "Closing" is defined in Section 2.1.
1.1.4 "Closing Date" is defined in Section 2.1.
1.1.5 "Shareholders" is defined in the first paragraph, and may be used
interchangeably with "Stockholders".
1.1.6 Generally Accepted Accounting Principals ("GAAP") is defined in
Section 2.2.3.
1.1.7 "Cartridge Care" is defined in Recital A.
1.1.8 "CC Shares" is defined in Recital A.
1.1.9 "OS Shares" is defined in Recital B.
Section 1.2 Agreement to Exchange Stock. On the Closing Date, or as soon
thereafter as they are able, Shareholders, who hold their shares as set forth
below, agree to transfer, assign and deliver such shares constituting all of the
issued and outstanding shares of CC Stock, solely for shares of OS stock, and
OneSource agrees to receive and exchange its stock for the Shareholder's stock
in Cartridge Care. The number of shares of Cartridge Care, and the number and
character of shares which are to be assigned, transferred and delivered by
OneSource to each Shareholder pursuant to this Agreement are set forth opposite
the name of each Shareholder, as set forth below:
<PAGE>
<TABLE>
<S> <C> <C> <C>
CC Stock OS Stock Character of OS
To Be Delivered To Be Delivered Stock and
Shareholder to OneSource To Shareholder Price Per Share
------------------ ------------------ ---------------- ------------------
Pasquale Rizzi 150 Shares 943,750 shares 144 Stock @ $.31788
CC Common
Stock
Judith and
Maurice Mallette 75 Shares 437,500 shares 144 Stock @ $.31788
CC Common
Stock
Maurice Mallette
As Fiduciary of the
Maurice Mallette
IRA 75 Shares 506,250 shares 144 Stock @ $.31788
CC Common
Stock
</TABLE>
(a) The stock defined as 144 stock has not been registered under the federal
Securities Act of 1933 or under any state securities laws. The certificates for
144 stock will be issued with the standard legend for OS stock as used by the
Company.
(b) The parties further acknowledge that additional stock issuances by OneSource
in the future are contemplated, including without limitation the issuance of up
to 1.2 million shares of OneSource common stock pursuant to the incentive stock
option plan, and a possible public offering of an as yet undetermined amount of
OneSource common stock, and possible undetermined amounts for additional
acquisitions which are as yet unidentified; provided that this acknowledgement
shall not obligate OneSource to issue any of its common stock in any amounts for
any purposes whatsoever. Accordingly, OneSource common shares acquired by
Shareholder may be subject to dilution.
(c) If for any reason one Stockholder shall fail or refuse to transfer to
OneSource all of the CC Shares owned by such Stockholder, such failure or
refusal shall not relieve any of the other Stockholders of any obligation under
this Agreement. OneSource, in its sole discretion, and without prejudice to its
rights against such defaulting Shareholder, may elect to proceed with the
exchange of shares with the other Shareholders or may elect to terminate this
Agreement without liabilities to any Shareholder hereunder.
<PAGE>
ARTICLE II
Closing
Section 2.1 Closing Date. The closing of the transactions contemplated by this
Agreement (the "Closing") shall occur effective on September 1, 1999 or at such
other date as may be agreed upon by the parties (the "Closing Date"). In the
event the closing does not occur on or before September 30, 1999, either party
may terminate this Agreement after such date by five (5) days written notice to
the other. The Closing shall occur starting at 9:00 AM at 2329 West Mescal,
Suite 304, Phoenix, Arizona 85029, or at such other time and location as may be
agreed upon by the parties.
Section 2.2 Shareholder's Deliveries at Closing. At or before the Closing, or as
soon thereafter as Shareholders are able to obtain their Shares, Shareholders
shall deliver to OneSource in transferable form:
2.2.1 Certificates Numbered 4 through 7 evidencing three hundred Shares
of CC Stock duly endorsed to OneSource or accompanied by such stock
powers, assignments separate from certificate, or other instruments of
assignment as shall be necessary to transfer title to the Shares to
OneSource.
2.2.2 A Subscription Agreement for OneSource stock in form as attached
hereto as Exhibit "A", executed by Sellers.
2.2.3 A Balance Sheet of Cartridge Care prepared as of July 31, 1999 and
an Income Statement of Cartridge Care covering the period from January
1, 1999 through July 31, 1999, which fully, accurately and fairly
present the financial position of Cartridge Care as of the date and for
the period indicated. Copies of the Balance Sheet and Income Statement
have previously been delivered to OneSource. The financials presented
were prepared on the basis of GAAP (generally accepted accounting
principals).
2.2.4 The corporate books and records of Cartridge Care, including but
not limited to the Articles and By Laws of the corporation, the stock
books and registers, and all other files, documents and licenses related
to the business of Cartridge Care.
2.2.5 Shareholders shall execute and deliver such other and further
documents as are reasonably required to effectuate the transfer of the
Shares by Shareholders to OneSource.
All documents delivered by Shareholders shall be in form satisfactory to
OneSource and its counsel.
Section 2.3 OneSource's Deliveries at Closing. At the Closing, or as soon
thereafter as reasonably practicable, OneSource shall deliver to Shareholders
the following:
<PAGE>
2.3.1 Stock certificates for OS Stock as specified in Section 1.2,
issued in the respective names of the Shareholders entitled thereto by
delivery to each such Shareholder of its stock certificate evidencing
the purchase price as provided in paragraph 1.2.
2.3.2 An audited Balance Sheet of OneSource Technologies, Inc. as of
December 31, 1998 and an audited Income Statement of OneSource
Technologies covering the period from January 1, 1998 through December
31, 1998 together with an unaudited balance sheet as of July 31, 1999
and an unaudited income statement from January 1, 1999 through July 31,
1999, which fully, accurately and fairly present the financial position
of OneSource Technologies as of the date and for the periods indicated
and are free of any material misstatements. Copies of the Balance Sheet
and Income Statement at OneSource have previously been delivered to the
Shareholders of Cartridge Care. The financials presented shall be on the
basis of GAAP accounting.
2.3.3 An Offering Memorandum of OneSource Technologies dated April 15,
1999.
All documents delivered by OneSource shall be in form satisfactory to
Shareholders and their Counsel.
ARTICLE III
Representations and Warranties
Section 3.1 Shareholders' Representations and Warranties. Shareholders represent
and warrant to Buyer that:
3.1.1 The number of CC Shares issued to Sellers is 300 shares issued on
certificates numbered 4 through 7.
3.1.2 The CC Shares as set forth in paragraph 3.1.1 constitute all of
the issued and outstanding capital stock of Cartridge Care and there is
no other stock, option, warrant, convertible note or other security,
subscription, or other agreement to buy, or sell any security of
Cartridge Care issued and outstanding or enforceable against Cartridge
Care.
3.1.3 The CC Shares transferred to OneSource are duly authorized,
validly issued, fully paid and non-assessable and are owned free and
clear of any lien, encumbrance, pledge, charge, claim, limitation,
agreement, or restriction by Shareholders and will be transferred to
OneSource free and clear of all liens, claims, encumbrances, pledges,
charges, limitations, agreements, or restrictions and such Shares will
not be subject to any voting trust, valid proxy, or voting agreement.
3.1.4 This Agreement constitutes, and other instruments and documents
Shareholders are required to deliver under this Agreement will
<PAGE>
constitute, when executed and delivered, the legally valid and binding
obligations of Shareholders, enforceable against Shareholders in
accordance with their respective terms.
3.1.5 Cartridge Care is a corporation duly formed and validly existing
under the laws of the State of Arizona and is duly qualified in all
jurisdictions in which it does business and has full power and authority
to execute and deliver all instruments and documents contemplated by
this Agreement to be executed and delivered by Cartridge Care, to
consummate the transactions contemplated by this Agreement, and to
perform its obligations set forth in this Agreement and in such other
instruments and documents.
3.1.6 The execution, delivery and performance of this Agreement by
Shareholders and the consummation by Shareholders of the transactions
contemplated herein will not conflict with or constitute a breach of or
a default under any contract, agreement, indenture, instrument, order,
judgment, decree, law, restriction or regulation by which Shareholders
or Cartridge Care is bound.
3.1.7 To Shareholders' actual knowledge neither Shareholders nor
Cartridge Care are subject to or bound by any agreement or any judgment,
order, writ, injunction, or decree of any court or governmental body
which could prevent the operation, after the Closing, of the business of
Cartridge Care in substantially the same manner as such business is
presently being operated on the date hereof. All licenses held by
Cartridge Care are valid and existing and no license has been suspended
or revoked by any jurisdiction in which Cartridge Care does business.
3.1.8 To Shareholders' actual knowledge there is no action, suit or
proceeding pending or threatened against Shareholders or Cartridge Care
before any court or administrative agency, which could prevent the
carrying out of this Agreement by Shareholders.
3.1.9 Shareholders represent that there are no outstanding leases either
real or personal of Cartridge Care as of the Closing, except for such
auto leases as are reflected on its financials, and a lease of its
current office space which expires October 1, 1999.
3.1.10 Except for the agreements previously disclosed and reflected on
its financials, Cartridge Care is not a party to any other material
agreements or contracts, written or verbal.
3.1.13 The financial statements provided OneSource on behalf of
Cartridge Care fully, accurately, and fairly present the financial
position of Cartridge Care as of the dates and for the periods indicated
and are free of any material misstatements.
3.1.14 All employees of Cartridge Care, are correctly classified and
there are no contingent liabilities for employee trust fund or employee
taxes. Cartridge Care has employed independent contractors as previously
disclosed All payroll, taxes, withholding, and trust fund taxes, and
worker's compensation insurance related to periods prior to December 31,
<PAGE>
1998 have been paid on a timely basis by Cartridge Care and the second
quarter payment of such amounts due June 30, 1999, has been paid when
due.
3.1.15 Cartridge Care has filed all required tax returns in every
jurisdiction in which it has conducted business, and has paid all taxes
and other assessments thereon when due. All income, sales, excise,
payroll, personal property, license and transaction privilege taxes due
and payable in connection with the operation of Cartridge Care prior to
Closing have been paid prior to delinquency and all returns due in
connection therewith have been filed. The financial statements presented
reflect proper accounting for all taxes not yet paid as of July 31,
1999.
3.1.16 Cartridge Care has taken reasonable steps to ensure that its
equipment, computer systems, accounting and other software include or
shall include design and performance capabilities so that prior to,
during, and after the calendar year 2000, they will not malfunction,
produce invalid or incorrect results or abnormally cease to function due
solely to the year 2000 date change. Such design and performance
capabilities shall include without limitation the ability to recognize
the century and to manage and manipulate data involving dates, including
single century and multiple century formulas and date values, without
resulting in the generation of incorrect values involving such dates or
causing an abnormal ending.
3.1.17 To Shareholders' actual knowledge Cartridge Care has not
improperly used, stored, or disposed of any chemicals or materials in
violation of federal, state, or local law.
3.1.18 Shareholders are responsible for all of the tax aspects of the
transaction as they affect their exchange of Shares and Shareholders
represent that they have not relied on OneSource for tax advice. Both
parties represent that it is their intention to maintain their interest
in the other, and that they have no present plans to dispose of such
interest.
3.1.19 Shareholders acknowledge that they are accredited investors as
that term is used in Regulation D promulgated by the Securities and
Exchange Commission under the Securities Act of 1933.
3.1.20 Shareholders have not engaged the services of a Broker in
connection with the transactions contemplated by this Agreement.
Section 3.2 OneSource's Representations and Warranties. OneSource represents and
warrants to Shareholders as follows:
3.2.1 This Agreement constitutes, and such other instruments and
documents when executed and delivered will constitute, legally valid and
binding obligations of OneSource enforceable against OneSource in
accordance with its respective terms.
<PAGE>
3.2.2 The execution, delivery, and performance of this Agreement by
OneSource and the consummation by OneSource of the transactions
contemplated herein will not conflict with or constitute a breach of or
a default under any contract, agreement, indenture, instrument, order,
judgment, decree, law, restriction, or regulation by which OneSource is
bound. OneSource is not subject to or bound by any agreement or any
judgment, order, writ, injunction or decree of any court or governmental
body, which could prevent the carrying out by OneSource of this
Agreement or the transactions, contemplated by this Agreement.
3.2.3 OneSource has not engaged the services of a broker in connection
with the transactions contemplated by this Agreement.
3.2.4 OneSource acknowledges and agrees that neither Shareholders nor
Cartridge Care is guaranteeing that any of Cartridge Care accounts will
be collected, or are collectible.
3.2.5 To OneSource's actual knowledge there is no action, suit or
proceeding pending or threatened against OneSource before any court or
administrative agency which could prevent the carrying out of this
Agreement by Shareholders. Current litigation in which OneSource is
engaged has been disclosed to Shareholders..
3.2.6 OneSource has furnished financial statements to Shareholders for
review prior to Closing and hereby represents and warrants that the
aforesaid financials fully, accurately, and fairly present the financial
position of OneSource as of the dates and for the period indicated and
are free from any material misstatements. OneSource further represents
that, since the date of such financial statements there have been no
material adverse changes in the financial condition or prospects of
OneSource.
3.2.7 The Offering Memorandum dated April 15, 1999 is true, correct and
complete in all material aspects except such as have been fully
disclosed to Shareholders.
Section 3.3 Survival of Representations and Warranties. All representations and
warranties contained in this Agreement, whether made by OneSource or
Shareholders, shall be deemed to be made again at Closing and all of the
representations, warranties, covenants and obligations of either Party under
this Agreement shall survive the Closing for a period of one (1) year during
which any claim for breach thereof shall be made. The knowledge of either party
of any event, circumstance, or fact shall not vitiate or otherwise impair any of
the representations and warranties made herein, or any of the rights and
remedies available to either party with respect to such representations or
warranties.
<PAGE>
ARTICLE IV
Covenants of Sellers and Buyers
Section 4.1 Operation of Business of Cartridge Care. From July 31, 1999 through
the Closing
Date hereof, Shareholders agree to operate Cartridge Care in accordance with
their past practice and to carry on its operations in the ordinary course of
business. Shareholders shall not consummate any transaction not in the ordinary
course of business.
Section 4.2 Operation of Business of OneSource. From July 31, 1999 through the
Closing Date hereof, OneSource agrees to operate its business in accordance with
past practice and to carry on its operation in the ordinary course of business.
ARTICLE V
Closing Conditions
Section 5.1 Conditions Precedent to Shareholders' Obligation to Close. The
obligation of Shareholders to close the transaction contemplated by this
Agreement is subject to the satisfaction of the following conditions precedent
on or before the Closing Date:
5.1.1 OneSource has performed all of its obligations to be performed
hereunder on or before the Closing Date.
5.1.2 The representations and warranties made by OneSource in this
Agreement are true on the date hereof and on the Closing Date.
Section 5.2 Conditions Precedent to OneSource's Obligation to Close. The
obligation of OneSource to close the transaction contemplated by this Agreement
is subject to the satisfaction of the following conditions precedent on or
before the Closing Date:
5.2.1 Shareholders have performed all of their obligations to be
performed hereunder on or before the Closing Date.
5.2.2 The representations and warranties made by Shareholders in this
Agreement are true on the date thereof and on the Closing Date.
Section 5.3 Waiver of Conditions. Either Shareholders or OneSource may waive any
of the conditions set forth in Section 5.1 and close this Agreement without such
conditions having been satisfied. Any such waiver must be in writing, signed by
both parties to this Agreement.
ARTICLE VI
Indemnification
6.1 Obligations of Shareholders. Shareholders agree to indemnify, hold harmless,
and to reimburse OneSource and Cartridge Care and their respective directors,
<PAGE>
officers, employees, affiliates, agents and assigns (the "Indemnified Parties")
from and against any and all claims, demands, obligations, liabilities, actions,
suits, damages, losses, costs or expenses including without limitation, interest
and penalties, attorney's fees, costs of investigation and any amounts paid in
settlement, asserted against, resulting to, imposed upon or arising from any
material inaccuracy in, breach or non-fulfillment of any of the representations,
warranties, covenants or agreements made by Shareholders in or pursuant to this
Agreement.
6.2 Obligations of OneSource. OneSource agrees to indemnify, hold harmless and
to reimburse the Shareholders of Cartridge Care from and against any and all
claims, demands, obligations, liabilities, actions, suits, damages, losses,
costs, or expenses including without limitation, interest and penalties,
attorney's fees, costs of investigation and any amounts paid in settlement,
asserted against, resulting to, imposed upon or arising from any material
inaccuracy in, breach or non- fulfillment of any of the representations,
warranties, covenants, or agreements made by OneSource in or pursuant to this
Agreement and further agrees except to the extent that damages are caused by the
acts of Shareholders as executive officers of Cartridge Care, to indemnify
Shareholders from any acts related to the future operation of Cartridge Care.
6.3 Notice. Any party seeking indemnification with respect to a claim shall give
notice to the party required to provide indemnification within ten (10) days
after the injured party has received actual notice of a claim which involves
matters as to which the party would be entitled to assert a claim under the
indemnification provisions herein. A party receiving notice of a claim subject
to indemnification shall promptly assume the defense of the claim with
experienced counsel satisfactory to the indemnified party. If the indemnifying
party fails within fifteen (15) days after receipt of a notice of an
indemnifiable claim to assume the defense of the indemnified party, the
indemnified party shall have the right to undertake the defense of the claim on
behalf of and for the account and risk of the indemnifying party.
ARTICLE VII
Miscellaneous
Section 7.1 Risk of Loss. All risk of loss to the assets and operations of
Cartridge Care shall be on Shareholders prior to the completion of the Closing
on the Closing Date and on OneSource after the completion of Closing on the
Closing Date. In the event any material portion of the assets of Cartridge Care
are destroyed or damaged by casualty or other cause prior to the Closing and not
replaced or repaired by Shareholders prior to the Closing Date, OneSource may
terminate this Agreement by written notice to Shareholders.
Section 7.2 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Arizona.
<PAGE>
Section 7.3 Entire Agreement. This Agreement constitutes the entire agreement
between the parties with respect to the subject matter hereof and supersedes any
and all prior or contemporaneous agreements or understandings with respect to
the subject matter hereof, except as set forth in the other agreements attached
as Exhibits hereto or referred to herein.
Section 7.4 Amendment. This Agreement may not be amended except by an instrument
in writing signed by all parties.
Section 7.5 Severability. To the full extent possible each provision of this
Agreement shall be interpreted in such fashion as to be effective and valid
under applicable law. If any provision of this Agreement is declared void or
unenforceable with respect to any particular circumstances, such provision shall
remain in full force and effect in all other circumstances. If any provision of
this Agreement is declared void or unenforceable, such provisions shall be
deemed severed from this Agreement and this Agreement shall otherwise remain in
full force and effect.
Section 7.6 No Third Party Beneficiary. Nothing contained in this Agreement is
intended to benefit or confer any rights on any person or entity not a party to
this Agreement, and no such other person or entity shall have any right or cause
of action hereunder.
Section 7.7 Time. Time is of the essence of this Agreement.
Section 7.8 Further Instruments and Acts. Each party shall execute and deliver
such further instruments and shall perform such further acts as reasonably may
be necessary or appropriate to effectuate the intent of this Agreement.
Section 7.9 Litigation. If a dispute arises out of, concerns or relates to this
Agreement, or the breach thereof, and if the dispute cannot be settled through
negotiation, the Parties agree first to try in good faith to settle the dispute
by mediation administered by the American Arbitration Association under its
Commercial Mediation Rules. If the dispute cannot be settled through negotiation
or mediation, the Parties agree to submit the dispute to binding arbitration
administered by the American Arbitration Association under its Commercial
Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may
be entered in any court having jurisdiction thereof.
Section 7.10 Notices. Any notices that may be required under this Agreement
shall be in writing and shall be given by personal delivery, delivery by an
overnight courier, or by certified or registered United States mail, return
receipt requested, to the addresses set forth below, or to such other addresses
as may be specified from time to time in writing and shall be effective on the
earlier of the date of personal or courier delivery or five days following
deposit in the United States mail:
<PAGE>
If to OneSource: Jerry Washburn
President
OneSource Technologies, Inc.
2329 West Mescal
Suite 304
Phoenix, Arizona 85029
With a copy to: James A. Deer, Esq.
16060 North 81st Street
Suite 1
Scottsdale, Arizona 85260
If to Shareholders: Maurice E. Mallette and
Judith A. Mallette
11744 East Sand Hills Road
Scottsdale, Arizona 85255
Pasquale Rizzi
17837 North 53rd Street
Scottsdale, Arizona 85254
With a copy to: James A. Deer, Esq.
16060 North 81st Street
Suite 1
Scottsdale, Arizona 85260
Section 7.11 Binding Effect. Subject to the terms and provisions of this
Agreement, this Agreement shall be binding upon, and inure to the benefit of,
the parties hereto, and to any successors to or assigns of Buyer and toSeller's
heirs and the personal representatives of Seller's estates.
Section 7.12 Waiver. The failure of any party to exercise any right or remedy
arising out of a breach of the Agreement by the other party shall not be deemed
a waiver of any right or remedy with respect to any subsequent or different
breach, or the continuance of any existing breach.
Section 7.13 Nonassignability. This Agreement may not be assigned by either
party without the prior written consent of the other party and any assignment
made without such consent shall be void and unenforceable.
Section 7.14 Construction. This Agreement is intended to express the mutual
intent of the parties and, irrespective of the identity of the party preparing
this Agreement or any document or instrument referred to herein, no rule of
strict construction against the party preparing any document shall be applied.
Section 7.15 Incorporation of Recitals and Exhibits. The recitals set forth
above and all exhibits attached hereto are incorporated into this Agreement by
reference and made a part hereof.
<PAGE>
Section 7.16 Expenses and Broker's Fees. The parties shall each bear their own
costs, including attorneys' fees and accounting fees, incurred in connection
with the negotiation, due diligence and preparation of this Agreement, the
Closing of this transaction, and all matters incident thereto. Buyer and Sellers
each represent and warrant that they have not employed any broker in connection
with this transaction and that the payment of any commission(s) due brokers or
finders in connection with this transaction shall be the sole responsibility of
the party who engaged the Broker.
Section 7.17 Publicity. The parties agree to cooperate as to the timing and
content of any announcement of this transaction to the public or to employees or
customers.
Section 7.18 No Joint Venture. The relationship between the Parties is that of
Buyer and Seller. Except as expressly set forth herein nothing in this Agreement
shall create, nor be construed to create, any agency, joint venture, or partner
relationship between the Parties.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.
ONESOURCE TECHNOLOGIES, INC.
By: /s/ Jerry Washburn
------------------------------
Jerry Washburn,
President
Attest:
/s/ Donald Gause
Donald Gause
Secretary/Treasurer
STOCKHOLDERS
/s/ Pasquale Rizzi
------------------------
Pasquale Rizzi
/s/ Judith Mallette
------------------------
Judith Mallette
/s/ Maurice Mallette
------------------------
Maurice Mallette
/s/ Maurice Mallette
------------------------
Maurice Mallette as fiduciary of the
Maurice Mallette IRA
