AMACAN RESOURCES CORP, PREM14C, 1996-02-05

AMACAN RESOURCES CORP
PREM14C, 1996-02-05
CRUDE PETROLEUM & NATURAL GAS

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------

INFORMATION STATEMENT PURSUANT TO SECTION 14(c)
OF THE SECURITIES EXCHANGE ACT OF 1934

/x/ Filed by the Registrant
/ / Filed by a Party other than the Registrant

Check the appropriate box:

/x/ Preliminary Information Statement
/ / Definitive Information Statement

AMACAN RESOURCES
CORPORATION
--------------------------------------------------
(Name of Registrant as Specified in its Charter)

AMACAN RESOURCES CORPORATION
--------------------------------------------------
(Name of Person(s) Filing Information Statement)

Payment of Filing Fee (Check the appropriate box):

/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14c-5(g).
/x/ Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
(1) Title of each class of securities to which transaction applies:
(i) Common Stock, par value $.25 per share, of Amacan Resources
Corporation ("Amacan Common Stock"); (ii) Common Stock, par value
$.01 per share, of Spire Technologies, Inc. ("Spire Common
Stock"); and (iii) Common Stock, no par value, of Spire
Technologies Systems Division, Inc. ("Spire Systems Common Stock")
(2) Aggregate number of securities to which transaction applies: (i)
3,501,883 shares of Amacan Common Stock; (ii) 87,386 shares of
Spire Common Stock; and (iii) 100,000 shares of Spire Systems
Common Stock
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
The only property to be distributed to security holders in the
transaction will be 3,501,883 shares of Amacan Common Stock.
Pursuant to Exchange Act Rule 0-11(c)(1)(i), the value of these
shares is based upon the market value of the securities to be
received by the acquiring person, in this case 87,386 shares of
Spire Common Stock and 100,000 shares of Spire Systems Common
Stock. Pursuant to Exchange Act Rule 0-11(a)(4), the value of
these shares, which have no market, is $7.9189 per share of Spire
Common Stock and $.8963 per share of Spire Systems Common Stock.
(4) Proposed maximum aggregate value of transaction: $781,631.
(5) Total fee paid: $156.33.

/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:

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AMACAN RESOURCES CORPORATION
1399 SOUTH SEVENTH EAST, NO. 9
SALT LAKE CITY, UTAH 84105

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INFORMATION STATEMENT

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SPECIAL MEETING OF STOCKHOLDERS -- MARCH 19, 1996

This Information Statement is being furnished by Amacan Resources
Corporation, a Utah corporation (the "Company" or "Amacan"), to the holders of
the Company's common stock, par value $.25 per share (the "Amacan Common
Stock"), in connection with a Special Meeting of Stockholders of the Company
(the "Special Meeting") to be held at the offices of Kimball, Parr, Waddoups,
Brown & Gee, 185 South State Street, Suite 1300, Salt Lake City, Utah 84111, on
March 19, 1996 at 10:00 a.m., local time. At the Special Meeting, stockholders
of the Company will consider and act upon a proposal to approve, authorize and
adopt an Agreement and Plan of Reorganization dated January 23, 1996 (the
"Exchange Agreement") by and among the Company, Spire Technologies, Inc., a Utah
corporation ("Spire"), Spire Technologies Systems Division, Inc., a Utah
corporation ("Spire Systems," and collectively with Spire, the "Spire
Companies"), and the holders of the capital stock of the Spire Companies
(collectively, the "Spire Stockholders") and the related transactions
contemplated by the Exchange Agreement (the "Share Exchange"). Subject to
stockholder approval, the Exchange Agreement provides for, among other things:
(a) the acquisition by the Company of all of the issued and outstanding shares
of the capital stock of Spire and Spire Systems in exchange for the issuance by
the Company of an aggregate of 3,501,883 shares of Amacan Common Stock to the
Spire Stockholders; (b) a one-for-seven reverse split of the shares of Amacan
Common Stock issued and outstanding at the effective time (the "Effective Time")
of the Share Exchange (the shares of Amacan Common Stock to be issued to the
Spire Stockholders will not be subject to the reverse split of the Amacan Common
Stock); (c) amendment of the Company's Articles of Incorporation to change the
Company's name to Spire International Corp.; (d) adoption of the Amacan
Resources Corporation Stock Incentive Plan (the "Amacan Option Plan"); (e)
substitution of options to purchase shares of Amacan Common Stock under the
Amacan Option Plan for outstanding options to purchase shares of the common
stock, par value $.01 per share, of Spire (the "Spire Common Stock") issued
pursuant to the Spire 1995 Stock Option and Award Plan (the "Spire Option
Plan"); and (f) the resignation, subsequent to the Effective Time, of the
Company's current officers and directors, and the appointment of replacement
officers and directors designated by the Spire Stockholders (provided, however,
that, as permitted under the Exchange Agreement, the Company's Board of
Directors has designated Sherman H. Smith, a financial advisor to the Company,
to serve as a director of the Company subsequent to the closing of the Share
Exchange). Immediately following the consummation of the Share Exchange, if
consummated, the shares of Amacan Common Stock owned by the current stockholders
of the Company will represent approximately 10% of the then issued and
outstanding shares of Amacan Common Stock.

The Share Exchange and other related matters are more fully described
herein, and a copy of the Exchange Agreement is attached hereto as Exhibit A.
The Share Exchange is a complex transaction. Stockholders of the Company should
consider carefully the matters discussed in this Information Statement. In
addition to being furnished to holders of Amacan Common Stock, this Information
Statement may also be furnished to the Spire Companies and the Spire
Stockholders to provide them relevant information in connection with any
required actions or consents on the part of the Spire Stockholders or the Spire
Companies to be delivered pursuant to the Share Exchange.

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO
SEND US A PROXY.

OTHER THAN DULY AUTHORIZED OFFICERS OF THE COMPANY, NO PERSON IS AUTHORIZED
TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION OTHER THAN THOSE CONTAINED
HEREIN AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION SHOULD NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THE DELIVERY OF THIS
INFORMATION STATEMENT SHALL NOT UNDER ANY CIRCUMSTANCE CREATE ANY IMPLICATION
THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE
HEREOF, OR THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO ITS DATE.

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THIS INFORMATION STATEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OF THE COMPANY.

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The date of this Information Statement is February ____, 1996

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TABLE OF CONTENTS

PAGE
----

SUMMARY OF INFORMATION STATEMENT . . . . . . . . . . . . . . . . . . . . . . 1

INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Record Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Vote Required . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

THE SHARE EXCHANGE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Exchange of Shares. . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Background of the Share Exchange. . . . . . . . . . . . . . . . . . . . 13
Reasons for the Share Exchange. . . . . . . . . . . . . . . . . . . . . 14
Recommendation of the Board of Directors. . . . . . . . . . . . . . . . 14
Interests of Certain Persons in the Share Exchange. . . . . . . . . . . 15
Expenses of the Share Exchange. . . . . . . . . . . . . . . . . . . . . 15
Closing and Closing Date. . . . . . . . . . . . . . . . . . . . . . . . 15
Reverse Split of Amacan Common Stock. . . . . . . . . . . . . . . . . . 16
Management of the Company's Business After the Share Exchange . . . . . 16
Accounting Treatment. . . . . . . . . . . . . . . . . . . . . . . . . . 16
Dissenters' Rights. . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Federal Income Tax Consequences . . . . . . . . . . . . . . . . . . . . 17

THE EXCHANGE AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Effective Date and Time of the Share Exchange . . . . . . . . . . . . . 18
Representations and Warranties. . . . . . . . . . . . . . . . . . . . . 18
Conditions to the Share Exchange. . . . . . . . . . . . . . . . . . . . 19
Certain Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Stock Option Plans. . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Changing Market . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Competition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Dependence on Key Personnel . . . . . . . . . . . . . . . . . . . . . . 21
Marketing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Collection of Accounts. . . . . . . . . . . . . . . . . . . . . . . . . 21

AMACAN COMMON STOCK AND DIVIDEND POLICY. . . . . . . . . . . . . . . . . . . 23

SPIRE AND SPIRE SYSTEMS COMMON STOCK AND DIVIDEND POLICY . . . . . . . . . . 23

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS. . . . . . . . . 24

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS OF THE COMPANY . . . . . . . . . . . . . . . . . 31
Results of Operations . . . . . . . . . . . . . . . . . . . . . . . . . 31
Fiscal 1995 Compared to Fiscal 1994 . . . . . . . . . . . . . . . . . . 31
Liquidity and Capital Resources . . . . . . . . . . . . . . . . . . . . 31

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS OF THE SPIRE COMPANIES. . . . . . . . . 32
Overview. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Results of Operations . . . . . . . . . . . . . . . . . . . . . . . . . 33
Fiscal 1995 Compared to Fiscal 1994 . . . . . . . . . . . . . . . . . . 34
Liquidity and Capital Resources . . . . . . . . . . . . . . . . . . . . 34

BUSINESS OF THE COMPANY. . . . . . . . . . . . . . . . . . . . . . . . . . . 35
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Competition and Markets . . . . . . . . . . . . . . . . . . . . . . . . 35
Regulation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Operating Risks; Insurance. . . . . . . . . . . . . . . . . . . . . . . 36
Properties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36

BUSINESS OF THE SPIRE COMPANIES. . . . . . . . . . . . . . . . . . . . . . . 39
Background. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
Products. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
Sales and Distribution. . . . . . . . . . . . . . . . . . . . . . . . . 43
Competition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
Materials . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
Significant Customers . . . . . . . . . . . . . . . . . . . . . . . . . 43
Patents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
Research and Engineering. . . . . . . . . . . . . . . . . . . . . . . . 43
Employees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
Property. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
Proprietary Marks . . . . . . . . . . . . . . . . . . . . . . . . . . . 44

MANAGEMENT OF THE COMPANY. . . . . . . . . . . . . . . . . . . . . . . . . . 45
Executive Officers and Directors. . . . . . . . . . . . . . . . . . . . 45
Executive Compensation. . . . . . . . . . . . . . . . . . . . . . . . . 46
Summary Compensation Table. . . . . . . . . . . . . . . . . . . . . . . 46
Director's Compensation . . . . . . . . . . . . . . . . . . . . . . . . 46

MANAGEMENT OF THE SPIRE COMPANIES. . . . . . . . . . . . . . . . . . . . . . 47
Executive Officers, Key Employees, and Directors. . . . . . . . . . . . 47
Executive Compensation. . . . . . . . . . . . . . . . . . . . . . . . . 47

DESCRIPTION OF THE COMPANY'S CAPITAL STOCK . . . . . . . . . . . . . . . . . 50
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
Certain Indemnification and Limited Liability Provisions. . . . . . . . 50
Transfer Agent and Registrar. . . . . . . . . . . . . . . . . . . . . . 50

DESCRIPTION OF THE CAPITAL STOCK OF THE SPIRE COMPANIES. . . . . . . . . . . 51
General -- Spire. . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
Certain Indemnification and Limited Liability Provisions -- Spire . . . 51
General -- Spire Systems. . . . . . . . . . . . . . . . . . . . . . . . 52
Certain Indemnification and Limited Liability Provisions. . . . . . . . 52
Termination of Stockholder Agreement. . . . . . . . . . . . . . . . . . 52

ADOPTION OF AMACAN OPTION PLAN . . . . . . . . . . . . . . . . . . . . . . . 53
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
Description of the Amacan Option Plan . . . . . . . . . . . . . . . . . 53
Federal Income Tax Consequences . . . . . . . . . . . . . . . . . . . . 55
Approval of Amacan Option Plan. . . . . . . . . . . . . . . . . . . . . 57
Certain Interests of Directors. . . . . . . . . . . . . . . . . . . . . 57

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PRINCIPAL ACCOUNTANTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . 58

ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . 59

OTHER MATTERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59

EXHIBITS TO INFORMATION STATEMENT

Exhibit A Agreement and Plan of Reorganization

Exhibit B Consolidated Financial Statements of the Company

Exhibit C Combined Financial Statements of the Spire Companies

iii

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SUMMARY OF INFORMATION STATEMENT

THE FOLLOWING IS A BRIEF SUMMARY OF CERTAIN INFORMATION CONTAINED ELSEWHERE
IN THIS INFORMATION STATEMENT. REFERENCE IS MADE TO, AND THIS SUMMARY IS
QUALIFIED IN ITS ENTIRETY BY, THE MORE DETAILED INFORMATION CONTAINED ELSEWHERE
IN THIS INFORMATION STATEMENT AND THE EXHIBIT ATTACHED HERETO. CROSS-REFERENCES
IN THIS SUMMARY ARE TO CAPTIONS IN THIS INFORMATION STATEMENT. STOCKHOLDERS OF
THE COMPANY ARE URGED TO READ AND CAREFULLY CONSIDER THIS INFORMATION STATEMENT
IN ITS ENTIRETY, PARTICULARLY THE MATTERS DISCUSSED IN THE SECTION ENTITLED
"RISK FACTORS."

THE SPECIAL MEETING

PURPOSE, TIME, DATE AND PLACE. A Special Meeting of Stockholders (the
"Special Meeting") of Amacan Resources Corporation, a Utah corporation (the
"Company" or "Amacan"), will be held at the offices of Kimball, Parr, Waddoups,
Brown & Gee, 185 South State Street, Suite 1300, Salt Lake City, Utah 84111, on
March 19, 1996 at 10:00 a.m., local time, to consider and act upon a proposal to
approve, authorize and adopt an Agreement and Plan of Reorganization dated
January 23, 1996 (the "Exchange Agreement") by and among the Company, Spire
Technologies, Inc., a Utah corporation ("Spire"), Spire Technologies Systems
Division, Inc., a Utah corporation ("Spire Systems," and collectively with
Spire, the "Spire Companies"), and the holders of the capital stock of the Spire
Companies (collectively, the "Spire Stockholders"), and the related transactions
contemplated by the Exchange Agreement (the "Share Exchange").

RECORD DATE; VOTE REQUIRED. The Board of Directors of the Company has
fixed the close of business on February 27, 1996 as the record date (the
"Record Date") for the determination of stockholders entitled to receive
notice of and to vote at the Special Meeting. Only stockholders of record on
the Record Date will be entitled to vote at the Special Meeting or any
adjournments or postponements thereof. On the Record Date, [2,723,714]
shares of the common stock of the Company, par value $.25 per share, (the
"Amacan Common Stock"), held by approximately [388] holders of record, were
issued and outstanding and entitled to vote.

The presence of a majority of the outstanding shares of Amacan Common Stock
entitled to vote at the Special Meeting is required for a quorum at the Special
Meeting. Abstentions will be counted as represented for purposes of the
determination of a quorum. Approval of the Exchange Agreement and the Share
Exchange requires the affirmative vote of the holders of a majority of the
issued and outstanding shares of Amacan Common Stock entitled to vote at the
Special Meeting. Accordingly, abstentions will have the effect of a vote cast
against the Exchange Agreement and the Share Exchange. Holders of Amacan Common
Stock are entitled to one vote at the Special Meeting for each share of Amacan
Common Stock held of record on the Record Date. See "INTRODUCTION -- Vote
Required" and "VOTING SECURITIES OF THE COMPANY AND PRINCIPAL HOLDERS THEREOF."

THE SHARE EXCHANGE

GENERAL. The Exchange Agreement provides for the acquisition by the
Company of all of the issued and outstanding shares of the capital stock of the
Spire Companies in exchange for 3,501,883 shares of Amacan Common Stock. The
shares of Amacan Common Stock to be issued to the Spire Stockholders will not be
subject to the one-for-seven reverse split of the Amacan Common Stock described
in the following paragraph. If the Share Exchange is consummated, Spire and
Spire Systems will become wholly-owned subsidiaries of the Company and the Spire
Stockholders will acquire approximately 90% of the shares of Amacan Common Stock
issued and outstanding after the Share Exchange.

EXCHANGE OF SHARES. Subject to the approval of the stockholders of the
Company, the Exchange Agreement contemplates that the Company will acquire the
Spire Companies through the exchange of all of the issued and outstanding shares
of the capital stock of the Spire Companies for 3,501,883 shares of Amacan
Common Stock to be issued to the Spire Stockholders. The Exchange Agreement
provides that at the effective time of the Share Exchange (the "Effective Time")
(i) the Company will effect a one-for-seven reverse split of the Amacan Common
Stock pursuant to which each issued and outstanding share of Amacan Common Stock
will be reverse split and converted into one-seventh (.142857) of a share of
Amacan Common Stock (the shares of Amacan Common Stock to be issued to the Spire
Stockholders will not be subject to the reverse split of the Amacan Common
Stock), (ii)

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each issued and outstanding share of the common stock, par value $.01 per share,
of Spire (the "Spire Common Stock") will be exchanged for 35.4786 shares of
Amacan Common Stock, and (iii) each issued and outstanding share of the common
stock, no par value, of Spire Systems (the "Spire Systems Common Stock") will be
exchanged for 4.0155 shares of Amacan Common Stock; provided, however, that no
fractional shares of Amacan Common Stock will be issued in connection with the
Share Exchange. If any holder of Spire Common Stock or Spire Systems Common
Stock would otherwise be entitled to a fractional share of Amacan Common Stock
on exchange of such shares, the Company will round the number of shares of
Amacan Common Stock to be issued to such holder to the nearest whole share.
There will be no cash payments in lieu of fractional shares. See "THE SHARE
EXCHANGE -- Exchange of Shares" and " -- Reverse Split of Amacan Common Stock."

RECOMMENDATION OF THE BOARD OF DIRECTORS. The Company's Board of Directors
has unanimously determined that the Exchange Agreement and the Share Exchange
are fair to, and in the best interests of, the Company and its stockholders, and
has therefore unanimously approved the Exchange Agreement and the Share
Exchange. The primary factors considered and relied upon by the Company's Board
of Directors in reaching its recommendation are referred to in "THE SHARE
EXCHANGE -- Reasons for the Share Exchange." THE BOARD OF DIRECTORS OF THE
COMPANY UNANIMOUSLY RECOMMENDS THAT THE COMPANY'S STOCKHOLDERS VOTE FOR APPROVAL
OF THE EXCHANGE AGREEMENT AND THE SHARE EXCHANGE. See "THE SHARE EXCHANGE --
Recommendation of the Board of Directors."

The recommendation of the Company's Board of Directors to its stockholders
should not be considered a recommendation to any person other than the
stockholders of the Company. In particular, this recommendation should not be
considered advice to the Spire Stockholders.

INTERESTS OF CERTAIN PERSONS IN THE SHARE EXCHANGE. A member of the
Company's Board of Directors may be deemed to have an interest in the Share
Exchange in addition to his interest as a stockholder of Amacan generally. This
interest consists of acceleration of deferred compensation payments payable to
the director of the Company. See "THE SHARE EXCHANGE -- Interests of Certain
Persons in the Share Exchange."

CLOSING AND CLOSING DATE. The closing of the Share Exchange (the
"Closing") is anticipated to occur on or before March 15, 1996, or on such other
date as the Company, Spire, Spire Systems and the Spire Stockholders shall
agree, provided all conditions to the obligations of the parties to consummate
the Share Exchange have been satisfied or waived. See "THE SHARE EXCHANGE --
Closing and Closing Date" and "THE EXCHANGE AGREEMENT -- Effective Date and Time
of the Share Exchange" and " -- Conditions to the Share Exchange." The date on
which the Closing occurs is hereinafter referred to as the "Closing Date." The
filing of Articles of Share Exchange setting forth the terms and conditions of
the Share Exchange (the "Articles of Exchange") with the Utah Division of
Corporations and Commercial Code (the "Division of Corporations") is expected to
be made as soon as practicable after the approval of the Exchange Agreement and
the Share Exchange by the Company's stockholders at the Special Meeting and the
receipt of all required consents and approvals.

MANAGEMENT OF THE COMPANY'S BUSINESS AFTER THE SHARE EXCHANGE. Following
consummation of the Share Exchange, the Spire Companies will continue, as
wholly-owned subsidiaries of the Company, their respective business operations.
The current directors of the Company will resign and will appoint four
individuals designated by the Spire Stockholders and one individual designated
by the current Board of Directors to serve as members of the Company's Board of
Directors with terms expiring at the Company's 1996 annual meeting of
stockholders. The Board of Directors has designated Sherman H. Smith, a
financial advisor to the Company, to serve as a director of the Company. See
"MANAGEMENT OF THE COMPANY." The current officers of the Company will also
resign and, upon their election, the new directors of the Company will appoint
persons to serve as officers of the Company in accordance with the procedures
outlined in the Utah Revised Business Corporations Act (the "Utah Act") and the
Company's Articles of Incorporation and Bylaws. The Company anticipates that
certain of the current officers of the Spire Companies will be appointed to
serve as officers of the Company following consummation of the Share Exchange.
See "THE SHARE EXCHANGE -- Management of the Company's Business after the Share
Exchange" and "MANAGEMENT OF THE SPIRE COMPANIES."

ACCOUNTING TREATMENT. The Share Exchange will be accounted for under the
"purchase" method of accounting, in accordance with generally accepted
accounting principles. Due to the acquisition by the Spire Stock-

<PAGE>

holders of approximately 90% of the Amacan Common Stock in the Share Exchange,
the Share Exchange will be treated for accounting purposes as a "reverse merger"
wherein the Spire Companies will be treated as the acquiring company. See "THE
SHARE EXCHANGE -- Accounting Treatment."

DISSENTERS' RIGHTS. Holders of shares of the Amacan Common Stock are not
entitled to exercise dissenters' rights under the Utah Act in connection with
the Share Exchange. Holders of the capital stock of the Spire Companies are
entitled to exercise dissenters' rights under the Utah Act in connection with
the Share Exchange, but have agreed not to exercise such rights. See "THE SHARE
EXCHANGE - Dissenters' Rights."

FEDERAL INCOME TAX CONSEQUENCES. The Share Exchange is intended to
constitute a "reorganization" within the meaning of Section 368(a) of the
Internal Revenue Code of 1986, as amended (the "Code"). Holders of Amacan
Common Stock will not receive cash or stock in the Share Exchange and should not
recognize gain or loss in connection therewith, nor should the holders of Amacan
Common Stock recognize gain or loss as a result of the reverse split of the
outstanding shares of Amacan Common Stock as contemplated by the Exchange
Agreement. Assuming the Share Exchange qualifies as a reorganization under the
Code, holders of shares of the Spire Common Stock and the Spire Systems Common
Stock generally should not recognize gain or loss upon their receipt of shares
of Amacan Common Stock in the Share Exchange. The aggregate tax basis of shares
of Amacan Common Stock received in the Share Exchange should be the same as the
aggregate tax basis of the shares of Spire Common Stock or Spire Systems Common
Stock to be exchanged therefor, and the tax holding period of shares of Amacan
Common Stock received in the Share Exchange should generally include the period
during which shares of Spire Common Stock or Spire Systems Common Stock were
held prior to the Share Exchange. The Spire Companies will continue to hold
their assets with the same tax basis for those assets that existed before the
Share Exchange. The Company will obtain a tax basis in the shares of the Spire
Common Stock and the Spire Systems Common Stock equal to the tax basis in those
shares that the Spire Stockholders had at the time of the Exchange. The Company
and the Spire Companies will be eligible to file their federal income tax
returns on a consolidated basis with the Company as the common parent. The
Company may, however, be limited in its ability to offset Company net operating
losses from periods prior to the Share Exchange against any Company income
recognized in periods subsequent to the Share Exchange. STOCKHOLDERS OF THE
COMPANY, SPIRE AND SPIRE SYSTEMS ARE ENCOURAGED TO CONSULT WITH THEIR OWN TAX
ADVISORS IN DETERMINING ANY FEDERAL, STATE OR LOCAL TAX CONSEQUENCES OF THE
TRANSACTIONS DESCRIBED HEREIN. See "THE SHARE EXCHANGE -- Federal Income Tax
Consequences."

THE EXCHANGE AGREEMENT

EFFECTIVE DATE AND TIME OF THE SHARE EXCHANGE. The Share Exchange will
become effective upon confirmation of the filing of Articles of Exchange with
the Division of Corporations. The Articles of Exchange are expected to be filed
as soon as practicable after the satisfaction or waiver of each of the
conditions to consummation of the Share Exchange, which is expected to occur as
soon as practicable following receipt of stockholder approval at the Special
Meeting. See "THE EXCHANGE AGREEMENT -- Conditions to the Share Exchange" and "
- -- Termination."

CONDITIONS TO THE SHARE EXCHANGE. The obligations of the Company and
the Spire Companies to consummate the Share Exchange are subject to the
satisfaction or waiver of various conditions, including: (i) approval and
adoption of the Exchange Agreement and the Share Exchange by the stockholders
of the Company and the Spire Companies; (ii) confirmation that none of the
stockholders of the Spire Companies has elected to exercise dissenters'
rights under the Utah Act; (iii) receipt by the Company and the Spire
Companies of legal opinions from counsel to the other party in form and
substance customary for transactions such as the Share Exchange; and (iv)
other customary closing conditions, including, without limitation, the
truthfulness and accuracy of the parties' respective representations and
warranties, the absence of any material adverse change in the business
condition of the respective parties, the confirmation that the consummation
of the Share Exchange and the transactions contemplated thereby will not
violate any law or regulation and will not result in the creation of any lien
or encumbrance on the respective properties of the Company, Spire and Spire
Systems, the receipt of all material third-party consents and approvals, and
the absence of any litigation which would have a material adverse effect on
the business condition of the respective parties. See "THE EXCHANGE
AGREEMENT -- Conditions to the Share Exchange."

<PAGE>

REPRESENTATIONS AND WARRANTIES. Under the Exchange Agreement, the Company,
the Spire Companies and the Spire Stockholders made a number of representations
concerning their respective capital structures, operations, financial
conditions, assets and properties (including intellectual properties),
environmental matters, compliance with laws and other matters. See "THE
EXCHANGE AGREEMENT -- Representations and Warranties."

CERTAIN COVENANTS. Under the Exchange Agreement, the Company and the Spire
Companies have agreed to carry on their respective businesses in the same manner
as conducted prior to the execution of the Exchange Agreement, to maintain
existing or comparable insurance coverages, to perform their respective
obligations under material contracts, leases and instruments relating to their
respective business conditions and not to take certain actions (including
changing their articles of incorporation or bylaws, paying dividends, entering
into material transactions, modifying management compensation, incurring
indebtedness, selling or disposing of certain assets and similar actions)
without the prior written approval of the other parties. The Company and the
Spire Companies have also agreed to take other customary actions to facilitate
the consummation of the Share Exchange. See "THE EXCHANGE AGREEMENT -- Certain
Covenants."

TERMINATION. The Exchange Agreement may be terminated at any time prior to
the Effective Time, whether before or after approval by the stockholders of the
Company, (i) by mutual agreement of the Company, Spire and Spire Systems; (ii)
by the Company, Spire or Spire Systems, if the Share Exchange shall not have
been consummated on or before April 15, 1996 or such later date as approved by
the Company, Spire and Spire Systems; (iii) by the Company if Spire or Spire
Systems shall fail to comply in any material respect with any covenant or
agreement contained in the Exchange Agreement or if any of the representations
or warranties of Spire or Spire Systems shall be inaccurate in any material
respect; and (iv) by Spire and Spire Systems if the Company shall fail to comply
in any material respect with any covenant or agreement contained in the Exchange
Agreement or if any of the representations or warranties of the Company shall be
inaccurate in any material respect. See "THE EXCHANGE AGREEMENT -- Conditions
to the Share Exchange," " -- Termination" and " -- Expenses of the Share
Exchange."

EXPENSES OF THE SHARE EXCHANGE. Except as described below, whether or not
the Share Exchange is consummated, the fees, costs and expenses incurred by the
Company, Spire and Spire Systems in connection with the Exchange Agreement and
the consummation or attempted consummation of the Share Exchange, including fees
and expenses of legal counsel, will be borne by the party incurring such fees,
costs or expenses. In the event, however, that the Exchange Agreement is
terminated as a result of a party's failure to comply in any material respect
with the covenants or agreements contained in the Exchange Agreement or as a
result of a materially inaccurate representation or warranty made by a party,
the party causing such termination shall bear the fees, costs and expenses
incurred by the other party or parties. See "THE EXCHANGE AGREEMENT -
Conditions to the Share Exchange," " -- Termination" and " -- Expenses of the
Share Exchange."

STOCK OPTION PLANS. Under the Share Exchange, the Company will substitute
options to purchase shares of Amacan Common Stock for each outstanding employee
stock option to purchase shares of Spire Common Stock issued pursuant to the
Spire Option Plan (a "Spire Option") and will reserve for issuance upon the
exercise of such Spire Options not less than 650,000 shares of Amacan Common
Stock. Each substituted option to purchase shares of Amacan Common Stock (a
"Substituted Option") will continue to be outstanding on the same terms and
conditions as a Spire Option, except that the number of shares of Amacan Common
Stock to be received upon its exercise and the exercise price will be adjusted
in accordance with the exchange ratio for the Spire Common Stock set forth in
the Exchange Agreement. To facilitate the substitution of the Substituted
Options, among other reasons, the Board has approved, and will submit to the
stockholders of the Company for approval at the Special Meeting, the Amacan
Resources Corporation Stock Incentive Plan (the "Amacan Option Plan"). If the
Share Exchange and the adoption of the Amacan Option Plan are approved by the
stockholders of the Company at the Special Meeting, the Company will exchange
the Substituted Options for the Spire Options and the holders of the Substituted
Options will participate in the Amacan Option Plan. See "THE EXCHANGE AGREEMENT
- -- Stock Option Plans" and "ADOPTION OF AMACAN OPTION PLAN."

<PAGE>

RISK FACTORS

In considering whether to vote for the approval and adoption of the
Exchange Agreement and the Share Exchange, holders of the Amacan Common Stock
should carefully consider all of the information contained in this Information
Statement and, in particular, the information set forth in the section entitled
"RISK FACTORS."

<PAGE>

SELECTED HISTORICAL AND PRO FORMA FINANCIAL INFORMATION

AMACAN HISTORICAL FINANCIAL INFORMATION. The following table sets forth
selected consolidated financial information with respect to the Company for the
periods indicated. This information should be read in conjunction with
"MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS OF THE COMPANY" and the Consolidated Financial Statements and related
Notes of the Company attached hereto as Exhibit B. The selected financial
information as of April 30, 1995, and for the year then ended, has been derived
from consolidated financial statements which have been audited by Tanner + Co.,
certified public accountants, whose report with respect to such financial
statements appears elsewhere herein. The selected financial information as of
April 30, 1994, and for the year then ended, has been derived from consolidated
financial statements which have been audited by KPMG Peat Marwick LLP,
independent auditors, whose report with respect to such financial information
appears elsewhere herein. The selected financial information as of October 31,
1995, and for the six-month period then ended, has been derived from unaudited
consolidated financial statements which, in the opinion of the Company's
management, reflect all adjustments (consisting only of normal recurring
adjustments) considered necessary for a fair presentation of the results of such
interim period. Results of operations for the interim period are not
necessarily indicative of results which may be expected for any other interim or
annual period.

<TABLE>
<CAPTION>
SIX MONTHS YEAR ENDED APRIL 30,
ENDED --------------------------
OCTOBER 31,
1995 1994 1995
----------- ------------ ------------
<S> <C> <C> <C>
STATEMENTS OF OPERATIONS:
Oil and gas revenues . . . . . . $75,132 $187,533 $188,422
Loss from operations . . . . . . (21,657) (4,416) (59,677)
Other income . . . . . . . . . . 13,684 (5,767) 8,841
Net loss . . . . . . . . . . . . (8,876) (11,382) (51,816)

Loss per common share(1) . . . . 0.00 0.00 (0.02)

BALANCE SHEET DATA:

Total assets . . . . . . . . . . $769,601 $790,753 $829,179
Long-term obligations(2) . . . . 20,987 38,210 68,382
Net stockholders' equity . . . . 700,727 709,603 720,985
</TABLE>

____________________

(1) The loss per common share amounts are based upon the weighted average
number of shares of Amacan Common Stock outstanding (2,723,714 shares
outstanding at October 31, 1995, April 30, 1995 and April 30, 1994).

(2) Consists of deferred compensation payable to the Company's immediate past-
president. See "THE SHARE EXCHANGE - Interests of Certain Persons in the
Share Exchange."

<PAGE>

SPIRE COMPANIES HISTORICAL FINANCIAL INFORMATION. The following table sets
forth selected combined financial information with respect to the Spire
Companies for the periods indicated. This information should be read in
conjunction with "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS OF THE SPIRE COMPANIES" and the Combined Financial
Statements and related Notes of the Spire Companies attached hereto as Exhibit
C. The selected financial information as of April 30, 1995 and 1994, and for
the years then ended, has been derived from combined financial statements which
have been audited by KPMG Peat Marwick LLP, independent auditors, whose report
with respect to such financial information appears elsewhere herein. The
selected financial information as of October 31, 1995, and for the six-month
period then ended, has been derived from unaudited combined financial statements
which, in the opinion of Spire management, reflect all adjustments (consisting
of only normal recurring adjustments) considered necessary for a fair
presentation of the results of such interim period. Results of operations for
the interim period are not necessarily indicative of results which may be
expected for any other interim or annual period.

<TABLE>
<CAPTION>
SIX MONTHS YEAR ENDED APRIL 30,
ENDED ---------------------------
OCTOBER 31,
1995 1994 1995
------------ ------------ ------------
<S> <C> <C> <C>
STATEMENTS OF OPERATIONS:
Revenues

Software licenses and maintenance . . . . . . $4,230,235 $5,356,572 $3,136,919
Hardware sales and service . . . . . . . . . $2,804,824 4,318,111 2,906,492
------------ ------------ ------------

Total revenues . . . . . . . . . . . . . . $7,035,059 $9,674,683 $6,043,411

Income from operations . . . . . . . . . . . . . 622,910 133,527 43,869
Income before taxes . . . . . . . . . . . . . . 622,042 145,223 27,164

Net income . . . . . . . . . . . . . . . . . . . 358,337 98,735 18,233
Net income per common share(1) . . . . . . . . . 1.95 0.53 0.09

BALANCE SHEET DATA:
Total assets . . . . . . . . . . . . . . . . . . $4,360,051 $2,815,857 $1,821,325
Total long-term obligations . . . . . . . . . . 225,182 228,185 313,886

Total stockholders' equity . . . . . . . . . . . 781,631 423,294 324,559
</TABLE>
____________________

(1) The net income per common share amounts are based upon the weighted average
number of shares of Spire Common Stock and Spire Systems Common Stock
outstanding (183,000 shares, 183,000 shares and 190,499 shares outstanding
at October 31, 1995, April 30, 1995 and April 30, 1994, respectively).

<PAGE>

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION. The following
unaudited pro forma condensed combined financial information of the Company has
been derived from, or prepared on a basis consistent with, the Consolidated
Financial Statements and related Notes of the Company and the Combined Financial
Statements and related Notes of the Spire Companies attached hereto as Exhibits
B and C, respectively, and should be read in conjunction with such historical
financial statements. The pro forma financial information reflects the
adjustments that will result from the Share Exchange as if it had occurred as of
the beginning of the periods presented with respect to pro forma statements of
operations data and as of the balance sheet date with respect to pro forma
balance sheet data. The following pro forma financial information is presented
for analysis purposes only and does not purport to indicate the results which
actually would have been obtained if the Share Exchange had been effected on the
dates indicated, or of the results which may be obtained in the future. See
"UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS."

SIX MONTHS YEAR ENDED APRIL 30,
ENDED ---------------------------
OCTOBER 31,
1995 1994 1995
------------ ------------ ------------
<S> <C> <C> <C>
STATEMENTS OF OPERATIONS:
Revenues

Software licenses and maintenance . . . . $4,230,235 $5,356,572 $3,136,919
Hardware sales and service . . . . . . . 2,804,824 4,318,111 2,906,492
Oil and gas sales . . . . . . . . . . . . 75,132 187,533 188,422
------------ ------------ ------------

Total revenues . . . . . . . . . . . . $7,110,191 $9,862,216 $6,231,833

Income from operations . . . . . . . . . . . 620,435 174,617 51,138
Income before taxes . . . . . . . . . . . . 633,251 180,546 43,274
Net income . . . . . . . . . . . . . . . . 367,388 127,258 31,242
Net income per share . . . . . . . . . . . .09 .04 .01

BALANCE SHEET DATA:
Total assets . . . . . . . . . . . . . . . . $4,896,596 $3,356,105
Total long-term liabilities . . . . . . . . 246,169 266,395
Net stockholders' equity . . . . . . . . . . 1,249,302 882,392
</TABLE>

<PAGE>

BUSINESS OF THE COMPANY

BUSINESS OF THE SPIRE COMPANIES

Spire, a Utah corporation founded in 1986, and Spire Systems, a Utah
corporation founded in 1992, resell Digital Equipment Corporation's ("Digital"
or "DEC") network computer systems and components on a value added basis,
develop and sell office automation software products, act as "service and value
added resellers" and distributors of software developed by third parties and
develop and implement client/server solutions for open computing environments.
The Spire Companies offer a wide range of desktop, client/server and production
systems and related components, peripheral equipment, software and services used
in a wide variety of applications, industries and computing environments. The
Spire Companies have entered into strategic partner arrangements with Lotus
Development Corporation and Novell, Inc., two major application software
manufacturers, and DEC, a major hardware manufacturer.

AMACAN COMMON STOCK AND DIVIDEND POLICY

The Amacan Common Stock is publicly held and is traded under the symbol
"ANRP" in the United States over-the-counter market maintained by the National
Association of Securities Dealers, Inc. On January 23, 1996, the last day prior
to the public announcement of the proposed Share Exchange, the high and low bid
prices for the Amacan Common Stock in the over-the-counter market, as reported
by the National Quotation Bureau, Inc., were $.10 and $.03125, respectively.
These prices reflect interdealer quotations without retail markup, markdown or
commissions and do not necessarily represent actual transactions. As of January
23, 1996, approximately 1,202,500 of the approximately 2,723,714 issued and
outstanding shares of Amacan Common Stock were "restricted securities," as that
term is defined under Rule 144 promulgated pursuant to the Securities Act of
1933, as amended (the "Securities Act"). All of the restricted shares are
currently eligible for sale in reliance upon Rule 144, subject to certain volume
and resale restrictions.

The shares of Amacan Common Stock proposed to be issued in connection with
the Share Exchange will not be registered under the Securities Act, and thus
will be restricted securities. Restricted securities may not be resold unless
they are registered under the Securities Act or sold pursuant to an applicable
exemption from registration. Each certificate representing Amacan Common Stock
issued in the Share Exchange will bear a legend respecting such restrictions on
transfer.

The Company has never declared or paid dividends on the Amacan Common
Stock. Payment of dividends will be within the discretion of the Company's
Board of Directors and will depend, among other factors, on earnings, capital
requirements and the operating and financial condition of the Company. At the
present time the Company intends to retain any future earnings for use in its
business and therefore does not anticipate paying any dividends on Amacan Common
Stock in the foreseeable future.

SPIRE AND SPIRE SYSTEMS COMMON STOCK AND DIVIDEND POLICY

Shares of the Spire Common Stock and the Spire Systems Common Stock are not
publicly traded and no public market exists therefor. As of January 23, 1996,
there were 87,386 shares of Spire Common Stock outstanding, held by six holders
of record and 100,000 shares of Spire Systems Common Stock outstanding, held by
five holders of record. See "VOTING SECURITIES OF THE SPIRE COMPANIES AND
PRINCIPAL HOLDERS THEREOF." The shareholders of Spire entered into a
Shareholders Agreement on January 1, 1989 (the "Spire Shareholders Agreement"),
which, among other things, restricts the shareholders' lifetime transfer of
shares of Spire Common Stock, provides a right of first refusal to Spire and
remaining shareholders to purchase shares of Spire Common Stock from a selling
shareholder, and provides for the purchase of the shares of Spire Common Stock
held by a

<PAGE>

shareholder in the event of death of the shareholder and for the funding of such
purchase by insurance proceeds. Following the completion of the transactions
contemplated by the Exchange Agreement, the Spire Shareholders Agreement will be
terminated. See "DESCRIPTION OF THE CAPITAL STOCK OF THE SPIRE COMPANIES --
Termination of Stockholder Agreement."

Dividends are payable on the Spire Common Stock and Spire Systems Common
Stock when, as and if declared by the Boards of Directors of Spire and Spire
Systems, respectively. The Spire Companies have never declared or paid
dividends on the Spire Common Stock or the Spire Systems Common Stock. Upon
consummation of the Share Exchange, the Company will become the sole stockholder
of the Spire Companies. Any dividends paid by either of the Spire Companies
will be paid solely to the Company. Existing holders of the Spire Common Stock
and Spire Systems Common Stock will not be entitled to receive dividends or any
other distributions from the Spire Companies.

PROPRIETARY MARKS

The Spire Companies offer, sell and utilize many third-party products
represented by registered or common law trademarks, including the following
trademarks. Novell-Registered Trademark-, Wordperfect-Registered Trademark-,
UNIX-Registered Trademark-, WP Office-TM- and Groupwise-TM- are trademarks of
Novell, Inc. DEC-Registered Trademark-, VMS-Registered Trademark-, OpenVMS-TM-,
VAX-Registered Trademark- and Alpha-TM- are trademarks of Digital Equipment
Corporation. Microsoft-Registered Trademark-, MS-DOS-Registered Trademark-,
DOS-TM-, Windows-Registered Trademark-, Windows NT-Registered Trademark- and
Windows 95-TM- are trademarks of Microsoft Corporation. Lotus-Registered
Trademark- and Lotus 1-2-3-TM- are trademarks of Lotus Development Corporation.
Apple-Registered Trademark-, Macintosh-Registered Trademark- and Mac-Registered
Trademark- are registered trademarks of Apple Computer Inc. OS/2-TM- is a
trademark of IBM Corporation. Intel-Registered Trademark- is a registered
trademark of Intel Corporation. This Information Statement also contains
trademarks of other companies.

<PAGE>

AMACAN RESOURCES CORPORATION
1399 SOUTH SEVENTH EAST, NO. 9
SALT LAKE CITY, UTAH 84105

----------------------------

INFORMATION STATEMENT

----------------------------

SPECIAL MEETING OF STOCKHOLDERS
MARCH 19, 1996

INTRODUCTION

GENERAL

This Information Statement is being furnished by Amacan Resources
Corporation, a Utah corporation (the "Company" or "Amacan"), to holders of the
Company's common stock, par value $.25 per share (the "Amacan Common Stock"),
for use in connection with a Special Meeting of Stockholders of the Company to
be held at the offices of Kimball, Parr, Waddoups, Brown & Gee, 185 South State
Street, Suite 1300, Salt Lake City, Utah 84111 on March 19, 1996, at 10:00 a.m.,
local time, and at any adjournments or postponements thereof (the "Special
Meeting"). This Information Statement and the attached Notice of Special
Meeting are first being mailed to stockholders of the Company on or about
February ___, 1996.

The purpose of the Special Meeting is to consider and act upon a proposal
to approve, authorize and adopt an Agreement and Plan of Reorganization dated
January 23, 1996 (the "Exchange Agreement") by and among the Company, Spire
Technologies, Inc., a Utah corporation ("Spire"), Spire Technologies Systems
Division, Inc., a Utah corporation ("Spire Systems," and collectively with
Spire, the "Spire Companies"), and the holders of the capital stock of the Spire
Companies (collectively, the "Spire Stockholders"), and the related transactions
contemplated by the Exchange Agreement (the "Share Exchange"). Subject to
stockholder approval, the Exchange Agreement provides for, among other things:
(a) the acquisition by the Company of all of the issued and outstanding shares
of the capital stock of Spire and Spire Systems in exchange for the issuance by
the Company of an aggregate of 3,501,883 shares of Amacan Common Stock to the
Spire Stockholders; (b) a one-for-seven reverse split of the shares of Amacan
Common Stock issued and outstanding at the effective time (the "Effective Time")
of the Share Exchange (the shares of Amacan Common Stock to be issued to the
Spire Stockholders will not be subject to the reverse split of the Amacan Common
Stock); (c) amendment of the Company's Articles of Incorporation to change the
Company's name to Spire International Corp.; (d) adoption of the Amacan
Resources Corporation Stock Incentive Plan (the "Amacan Option Plan"); (e)
substitution of options to purchase shares of Amacan Common Stock under the
Amacan Option Plan for outstanding options to purchase shares of the common
stock, par value $.01 per share, of Spire (the "Spire Common Stock") issued
pursuant to the Spire 1995 Stock Option and Award Plan (the "Spire Option
Plan"); and (f) the resignation, subsequent to the Effective Time, of the
Company's current officers and directors, and the appointment of replacement
officers and directors designated by the Spire Stockholders (provided, however,
that, as permitted under the Exchange Agreement, the Company's Board of
Directors has designated Sherman H. Smith, a financial advisor to the Company,
to serve as a director of the Company subsequent to the closing of the Share
Exchange). Immediately following the consummation of the Share Exchange, if
consummated, the shares of Amacan Common Stock owned by the current stockholders
of the Company will represent approximately 10% of the then issued and
outstanding shares of Amacan Common Stock.

The Share Exchange and other related matters are more fully described
herein, and a copy of the Exchange Agreement is attached hereto as Exhibit A.
Stockholders of the Company should consider carefully the matters discussed in
this Information Statement. In addition to being furnished to holders of the
Amacan Common Stock,

<PAGE>

this Information Statement may also be furnished to the Spire Companies and the
Spire Stockholders to provide them relevant information in connection with any
required actions or consents on the part of the Spire Companies and the Spire
Stockholders in connection with the Share Exchange. Nonetheless, the
recommendations of the Company's Board of Directors to its stockholders
hereinafter set forth should not be considered recommendations or advice to the
Spire Companies or the Spire Stockholders.

THE BOARD OF DIRECTORS OF THE COMPANY BELIEVES THAT THE EXCHANGE AGREEMENT
AND THE SHARE EXCHANGE ARE FAIR TO, AND IN THE BEST INTERESTS OF, THE COMPANY
AND ITS STOCKHOLDERS AND UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS OF THE
COMPANY VOTE FOR APPROVAL OF THE EXCHANGE AGREEMENT AND THE SHARE EXCHANGE. The
recommendation of the Board of Directors to its stockholders should not be
considered a recommendation to any person other than the stockholders of the
Company. In particular, the recommendation of the Board of Directors to its
stockholders should not be considered advice to the stockholders of Spire. A
member of the Board of Directors has an interest which may present him with a
conflict of interest in connection with the Share Exchange. See "THE SHARE
EXCHANGE -- Interests of Certain Persons in the Share Exchange."

The Board of Directors knows of no business that will be presented for
consideration at the Special Meeting other than the matters described in this
Information Statement.

The offices of the Company are located at 1399 South Seventh East, No. 9,
Salt Lake City, Utah 84105, and the Company's telephone number is (801) 486-
9911. Upon consummation of the Share Exchange, the Company intends to
consolidate its offices with the offices of the Spire Companies, located at 311
North State Street, Orem, Utah 84057. The Company anticipates that its
telephone number will become (801) 226-3355.

RECORD DATE

The Board of Directors has fixed the close of business on February 27, 1995
as the record date (the "Record Date") for the determination of stockholders
entitled to receive notice of and to vote at the Special Meeting. Accordingly,
only holders of the Amacan Common Stock of record on the books of the Company at
the close of business on the Record Date will be entitled to vote at the Special
Meeting. At the close of business on the Record Date, there were [2,723,714]
shares of Amacan Common Stock issued and outstanding and entitled to vote at the
Special Meeting held by approximately [388] holders of record.

VOTE REQUIRED

As of the date of this Information Statement, the officers and directors of
the Company, consisting of four persons, owned, directly or indirectly, an
aggregate of approximately 936,000 shares of the Amacan Common Stock,
representing approximately 34% of the outstanding shares of the Amacan Common
Stock. Each of the officers and directors has indicated his intention to vote
all shares owned by him in favor of the proposal to approve, authorize and adopt
the Exchange Agreement and the Share Exchange.

<PAGE>

THE SHARE EXCHANGE

The following information with respect to the Share Exchange is qualified
in its entirety by reference to the complete text of the Exchange Agreement, a
copy of which is attached to this Information Statement as Exhibit A and
incorporated by reference herein.

EXCHANGE OF SHARES

Subject to the approval of the stockholders of the Company, the Exchange
Agreement was entered into as of January 23, 1996 by and among the Company,
Spire, Spire Systems and the Spire Stockholders. Pursuant to the Exchange
Agreement, the Company proposes to acquire the Spire Companies through the
exchange of all of the issued and outstanding shares of the capital stock of the
Spire Companies for 3,501,883 shares of Amacan Common Stock to be issued to the
Spire Stockholders in the Share Exchange. At the Effective Time, (i) the
Company will effect a one-for-seven reverse split of the Amacan Common Stock
pursuant to which each issued and outstanding share of Amacan Common Stock will
be reverse split and converted into one-seventh (.142857) of a share of Amacan
Common Stock, (ii) each share of Spire Common Stock issued and outstanding
immediately at the Effective Time will be exchanged for 35.4786 shares of Amacan
Common Stock, and (iii) each share of the common stock, no par value, of Spire
Systems (the "Spire Systems Common Stock") issued and outstanding immediately at
the Effective Time will be exchanged for 4.0155 shares of Amacan Common Stock;
provided, however, that no fractional shares of Amacan Common Stock will be
issued in connection with the Share Exchange. If any holder of Spire Common
Stock or Spire Systems Common Stock would otherwise be entitled to a fractional
share of Amacan Common Stock on exchange of such shares, the Company will round
the number of shares of Amacan Common Stock to be issued to such holder to the
nearest whole share. There will be no cash payments in lieu of fractional
shares. Thus, upon consummation of the Share Exchange (including the reverse
split of the Amacan Common Stock), the Spire Stockholders will own 3,501,883
shares or approximately 90% of the then issued and outstanding shares of Amacan
Common Stock, and the holders the Amacan Common Stock at the Effective Time will
own approximately 389,102 shares or approximately 10% of the then issued and
outstanding shares of Amacan Common Stock.

BACKGROUND OF THE SHARE EXCHANGE

For more than 20 years, the Company has been a passive participant in oil
and gas exploration and development, accumulating small working interests in oil
and gas wells. The Company has had extremely limited resources and in recent
years has incurred losses from operations. In 1994, the Company's Board of
Directors determined that the Company should actively seek an acquisition or
merger with an operating company in an effort to increase stockholder value. In
the period since that determination, the Board of Directors has considered a
number of possible acquisitions, but has elected not to pursue those
acquisitions because of the Company's limited resources or because of the belief
of the Board of Directors that the proposed acquisition did not represent a
viable transaction.

In October 1995, representatives of the Company met with Gary B. Godfrey,
President of Spire, and other representatives of the Spire Companies to discuss,
in general terms, the possibility of a business combination between the Company
and the Spire Companies. Mr. Godfrey provided to the Company's representatives
an introduction to the operations and financial condition of Spire and responded
to the Company's questions. On October 26, 1995, three of the directors of the
Company visited Spire's facilities in Orem, Utah, met with Spire's officers,
directors and senior management and received from Spire management a
presentation outlining the operations, financial condition and prospects of the
Spire Companies. The directors then excused Spire's management and discussed
the information presented by Spire management and the Company's operations and
prospects.

On November 10, 1995, the Spire Companies submitted to the Board of
Directors a proposal for the combination of the Spire Companies with the
Company. In response to Spire's proposal, the Board requested that Sherman H.
Smith, a certified public accountant and financial advisor to the Company, meet
with Spire management to conduct further investigation of the possible
combination. On November 17, 1995, Mr. Smith met with Spire management to
review additional information, consisting principally of financial and
accounting information.

<PAGE>

On November 21, 1995, the Company's Board of Directors convened a special
meeting of directors for the purposes of receiving Mr. Smith's report, reviewing
additional business and financial information supplied by Spire management and
discussing the business, industry, financial condition, management, prospects
and risks associated with the Spire Companies. Following extended discussions
regarding the proposed transaction, the Board authorized the Company's officers
and advisors to enter into discussions with Spire management to negotiate a plan
of reorganization and to take additional actions those officers and advisors
felt necessary to effect the proposed business combination.

During the period between December 1, 1995 and January 15, 1996, the
officers and advisors of the Company negotiated the terms of the Exchange
Agreement, reviewed due diligence materials and developed disclosure schedules
relating to the businesses of the Company and the Spire Companies. During that
period, the Board of Directors met on January 5 and 15, 1996 to review the
progress of the negotiations and evaluate the business and financial information
delivered by the Spire Companies. At the January 15 meeting, the directors of
the Company received reports from the Company's officers and advisors involved
in the negotiation of the transaction and completed their evaluation of the
terms of the Share Exchange. The members of the Company's Board of Directors
then voted unanimously to approve the Exchange Agreement and to recommend that
the Company's stockholders vote in favor of the Share Exchange.

REASONS FOR THE SHARE EXCHANGE

In approving the Exchange Agreement and the transactions contemplated
thereby, and in resolving to recommend that the stockholders of the Company
approve the Share Exchange, the Exchange Agreement and the other transactions
contemplated thereby, the Company's Board of Directors considered a number of
factors. The principal factors were:

- The Board's evaluation of the Company's business and financial
condition and the limited nature of the Company's current operations
as a working interest holder in oil and gas exploration and
development activities conducted by other parties;

- The Board's evaluation of the business, financial condition, operating
history, management and prospects of the Spire Companies and its
conclusion that the acquisition of the capital stock of the Spire
Companies offers a realistic possibility of increasing Amacan
stockholder value;

- The Board's determination that the number of shares of Amacan Common
Stock to be issued to the Spire Stockholders fairly reflects the value
of the Spire Companies; and

- Current economic and market conditions.

After considering each of the principal factors described above, the
Company's Board of Directors determined that the Share Exchange was in the best
interests of the Company and its stockholders and that the Company should
proceed to effectuate the Share Exchange at the earliest possible date. In view
of the wide variety of factors considered in connection with its evaluation of
the Share Exchange, the Board of Directors did not find it practicable to assign
relative weights to or otherwise quantify each of the factors considered in
reaching its determination regarding the fairness of the Share Exchange.

RECOMMENDATION OF THE BOARD OF DIRECTORS

The Company's Board of Directors has unanimously determined that the
Exchange Agreement and the Share Exchange are fair to, and in the best interests
of, the Company and its stockholders, and has therefore unanimously approved the
Exchange Agreement and the Share Exchange. The primary factors considered and
relied upon by the Company's Board of Directors in reaching its recommendation
are referred to above in " -- Reasons for the Share Exchange." THE BOARD OF
DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE COMPANY'S STOCKHOLDERS VOTE FOR
APPROVAL OF THE EXCHANGE AGREEMENT AND THE SHARE EXCHANGE. The recommendation
of the Board of Directors to the Company's stockholders should not

<PAGE>

be considered a recommendation to any person other than the stockholders of the
Company. In particular, this recommendation should not be considered advice to
the stockholders of Spire Companies. A member of the Company's Board of
Directors has an interest which may present him with a conflict of interest in
connection with the Share Exchange. See " -- Interests of Certain Persons in
the Share Exchange."

INTERESTS OF CERTAIN PERSONS IN THE SHARE EXCHANGE

A member of the Company's Board of Directors may be deemed to have an
interest in the Share Exchange in addition to his interest as a stockholder of
Amacan generally. His interest is summarized below.

In November, 1988, Mr. Russell G. Holley, a director of the Company and its
President and Chief Executive Officer from 1974 until 1994, and the Company
entered into a Deferred Compensation Agreement (the "Holley Agreement") which
provides for payment by the Company to Mr. Holley of annual deferred
compensation payments in the amount of $12,000, commencing upon Mr. Holley's
retirement from the Company and continuing for a period of ten years. The
Company's obligation under the Holley Agreement, which is subject to certain
conditions, was undertaken in exchange for Mr. Holley's agreement to continue
his employment with the Company until January 1, 1990 or a later date agreed
upon by the Company and Mr. Holley. The Company and Mr. Holley subsequently
amended the Holley Agreement to provide for monthly payments in the amount of
$3,000, commencing on May 1, 1994 and continuing for a period of three years.
In connection with the Share Exchange, which contemplates that Mr. Holley and
other officers and directors of the Company resign their positions with the
Company, the Company and Mr. Holley have agreed to terminate the Holley
Agreement and accelerate the payment of the unpaid balance, in the amount of
approximately $45,000, due thereunder.

EXPENSES OF THE SHARE EXCHANGE

Except as described below, whether or not the Share Exchange is
consummated, the fees, costs and expenses incurred by the Company, Spire and
Spire Systems in connection with the Exchange Agreement and the consummation or
attempted consummation of the Share Exchange, including fees and expenses of
legal counsel, will be borne by the party incurring such fees, costs or
expenses. In the event, however, that the Exchange Agreement is terminated as a
result of a party's failure to comply in any material respect with the covenants
or agreements contained in the Exchange Agreement or as a result of a materially
inaccurate representation or warranty made by a party, the party causing such
termination will bear the fees, costs and expenses incurred by the other party
or parties. See "THE EXCHANGE AGREEMENT - Conditions to the Share Exchange" and
" -- Termination."

CLOSING AND CLOSING DATE

The closing of the Share Exchange (the "Closing") is anticipated to occur
on or before March 15, 1996, or on such other date as the Company and the Spire
Companies shall agree, provided all conditions to the obligations of the parties
to consummate the Share Exchange have been satisfied or waived, including, (i)
approval and adoption of the Exchange Agreement and the Share Exchange by the
stockholders of the Company and the Spire Companies; (ii) confirmation that none
of the stockholders of the Spire Companies has elected to exercise dissenters'
rights under the Utah Act; (iii) receipt by the Company and the Spire Companies
of legal opinions from counsel to the other party in form and substance
customary for transactions such as the Share Exchange; and (iv) other customary
conditions to closing, including without limitation, the truthfulness and
accuracy of the parties' respective representations and warranties, the absence
of any material adverse change in the business condition of the respective
parties, the confirmation that the consummation of the Share Exchange and the
transactions contemplated thereby will not violate any law or regulation and
will not result in the creation of any lien or encumbrance on the respective
properties of the Company, Spire and Spire Systems, the receipt of all material
third-party consents and approvals, and the absence of any litigation which
would have a material adverse effect on the business condition of the respective
parties. The date on which the Closing occurs is hereinafter referred to as the
"Closing Date." The filing of the Articles of Exchange with the Utah Division
of Corporations and Commercial Code (the "Division of Corporations") is expected
to be made as soon as practicable after the approval of the Exchange Agreement
and the Share Exchange by the stockholders of the Company at the Special Meeting
and the receipt of all required

<PAGE>

consents and approvals. See "THE EXCHANGE AGREEMENT -- Effective Date and Time
of the Share Exchange" and "-- Conditions to the Share Exchange."

REVERSE SPLIT OF AMACAN COMMON STOCK

If the Share Exchange and the Exchange Agreement are approved by the
holders of Amacan Common Stock at the Special Meeting, at the Effective Time the
Company will effect a reverse stock split pursuant to which each issued and
outstanding share of Amacan Common Stock will be reverse split and converted
into one-seventh (.142857) of a share of Amacan Common Stock; provided, however,
that no fractional shares of Amacan Common Stock will be issued in connection
with the Share Exchange. If any holder of Amacan Common Stock would otherwise
be entitled to a fractional share of Amacan Common Stock in connection with the
reverse split of the Amacan Common Stock, the Company will round the number of
shares of Amacan Common Stock to be issued to such holder to the nearest whole
share. There will be no cash payments in lieu of fractional shares.

MANAGEMENT OF THE COMPANY'S BUSINESS AFTER THE SHARE EXCHANGE

Following consummation of the Share Exchange, the Spire Companies will
continue, as wholly-owned subsidiaries of the Company, their respective business
operations. The current directors of the Company will resign and will appoint
four individuals designated by the Spire Stockholders and one individual
designated by the current Board of Directors to serve as members of the
Company's Board of Directors with terms expiring at the Company's 1996 annual
meeting of stockholders. The Board of Directors has designated Sherman H.
Smith, a financial advisor to the Company, to serve as a director of the Company
following consummation of the Share Exchange. See "MANAGEMENT OF THE COMPANY."
The current officers of the Company will also resign and, upon their election,
the new directors of the Company will appoint persons to serve as officers of
the Company in accordance with the procedures outlined in the Utah Revised
Business Corporations Act (the "Utah Act") and the Company's Articles of
Incorporation and Bylaws. The Company anticipates that certain of the current
officers of the Spire Companies will be appointed to serve as officers of the
Company following consummation of the Share Exchange. See "MANAGEMENT OF THE
SPIRE COMPANIES."

ACCOUNTING TREATMENT

The Share Exchange will be accounted for under the "purchase" method of
accounting, in accordance with generally accepted accounting principles. For
the reasons described below, the Share Exchange will be treated for accounting
purposes as a "reverse merger" wherein the Spire Companies will be treated as
the acquiring company. The treatment of the Share Exchange as a "reverse
merger," even though the Company will issue shares of Amacan Common Stock to the
Spire Stockholders, is due to the acquisition by the Spire Stockholders of
approximately 90% of the outstanding shares of Amacan Common Stock after
consummation of the Share Exchange and the expectation that, if the Share
Exchange is consummated, the existing management of Spire will become the
management of the Company. Under the purchase method of accounting, the net
assets of the Company will be recorded at their fair market value at the Closing
Date and the operating results of the Company prior to the Share Exchange will
not be included with the historical operating results of the Spire Companies.

The Unaudited Pro Forma Condensed Combined Financial Statements appearing
elsewhere in this Information Statement are based upon certain assumptions and
allocate the purchase price to assets and liabilities based upon preliminary
estimates of their respective fair values. The pro forma adjustments and
combined amounts are included for informational purposes only. If the Share
Exchange is consummated, the Company's financial statements will reflect effects
of acquisition adjustments only from the Effective Time. The actual allocation
of the purchase price may differ significantly from the allocation reflected in
the Unaudited Pro Forma Condensed Combined Financial Statements. See "SELECTED
HISTORICAL AND PRO FORMA FINANCIAL INFORMATION" and "UNAUDITED PRO FORMA
CONDENSED COMBINED FINANCIAL STATEMENTS."

DISSENTERS' RIGHTS

The proposed Share Exchange creates dissenters' rights for the stockholders
of the Spire Companies under the Utah Act. Holders of Amacan Common Stock are
not entitled to assert dissenters' rights in connection with the

<PAGE>

Share Exchange. The procedure to be followed by stockholders of the Spire
Companies in order to dissent from the proposed Share Exchange and to assert
dissenters' rights is outlined in Part 13 of the Utah Act. Stockholders of the
Spire Companies who desire to enforce dissenters' rights must comply with the
requirements of the Utah Act. Holders of Spire Common Stock and Spire Systems
Common Stock who elect to exercise such dissenters' rights in accordance with
the procedures specified under the Utah Act will be entitled to have their
shares purchased by the Company for cash.

Under the terms of the Exchange Agreement, each of the Spire Stockholders
has represented to Amacan that he or she has not elected to exercise dissenters'
rights in connection with the Share Exchange and shall not elect to exercise
such rights subsequent to the execution of the Exchange Agreement. Furthermore,
the obligations of Amacan under the Exchange Agreement are expressly subject to
the condition that no stockholder of Spire or Spire Systems shall have elected
to exercise dissenters' rights under the Utah Act.

FEDERAL INCOME TAX CONSEQUENCES

The following discussion summarizes certain of the federal income tax
consequences of the Share Exchange that are generally applicable to holders of
shares of the Amacan Common Stock, the Spire Common Stock and the Spire Systems
Common Stock under the Internal Revenue Code of 1986, as amended (the "Code").
This discussion does not deal with all federal income tax considerations that
may be relevant to particular stockholders of the Company and the Spire
Companies in light of their particular circumstances, such as stockholders who
are dealers in securities, foreign persons, tax-exempt entities or stockholders
who acquired their shares in connection with stock option or stock purchase
plans or in other compensatory transactions. In addition, the following
discussion does not address the tax consequences of transactions effectuated
prior or subsequent to or concurrently with the Share Exchange (whether or not
such transactions are in connection with the Share Exchange), including without
limitation, transactions in which shares of Amacan Common Stock are acquired or
shares of Spire Common Stock or Spire Systems Common Stock are disposed of. The
following discussion is based upon provisions of the Code, regulations,
administrative rulings and judicial decisions presently in effect, all of which
are subject to change (possibly with retroactive effect) or to different
interpretations. Furthermore, no foreign, state or local tax considerations are
addressed herein.

The Share Exchange is intended to constitute a "reorganization" within the
meaning of Section 368(a) of the Code. Assuming the Share Exchange does so
"qualify," the following tax consequences will generally result (subject to the
limitations and qualifications referred to herein):

(a) No gain or loss should be recognized by holders of Amacan Common
Stock by virtue of the proposed one-for-seven reverse split of the Amacan
Common Stock or the Company's exchange of shares of Amacan Common Stock for
all of the issued and outstanding shares of the capital stock of the Spire
Companies;

(b) No gain or loss should be recognized by holders of Spire Common
Stock or Spire Systems Common Stock solely upon their receipt in the Share
Exchange of shares of Amacan Common Stock in exchange therefor;

(c) The aggregate tax basis of the shares of Amacan Common Stock
received in the Share Exchange should be the same as the aggregate tax
basis of shares of Spire Common Stock or Spire Systems Common Stock
surrendered in exchange therefor; and

(d) The tax holding period of the shares of Amacan Common Stock
received in the Share Exchange should include the period for which the
shares of Spire Common Stock or Spire Systems Common Stock surrendered in
exchange therefor were held, provided that the shares of Spire Common Stock
or Spire Systems Common Stock are held as a capital asset at the time of
the Share Exchange.

(e) The Spire Companies will continue to hold their assets with the
same tax basis for those assets that existed before the Share Exchange.

<PAGE>

(f) The Company will have a tax basis in the shares of the Spire
Common Stock and the Spire Systems Common Stock equal to the tax basis in
those shares that the Spire Stockholders had at the time of the Exchange.

(g) The Company and the Spire Companies will be eligible to file
their federal income tax returns on a consolidated basis with the Company
as the common parent, but the Company may, however, be limited in its
ability to offset Company net operating losses from periods prior to the
Share Exchange against any Company income recognized in periods subsequent
to the Share Exchange.

The parties are not requesting a ruling from the Internal Revenue Service
("IRS") in connection with the Share Exchange. Qualification of the Share
Exchange as a "reorganization" will be subject to certain assumptions and
qualifications and will be based on the truth and accuracy of certain
representations made by Spire, Spire Systems, the Company and the Spire
Stockholders.

Even if the Share Exchange qualifies as a "reorganization," a recipient of
shares of Amacan Common Stock would recognize gain to the extent that such
shares were considered to be received in exchange for services or property
(other than solely for shares of Spire Common Stock or Spire Systems Common
Stock). All or a portion of such gain may be taxable as ordinary income. In
addition, gain would have to be recognized to the extent that a Spire
Stockholder was treated as receiving (directly or indirectly) consideration
other than shares of Amacan Common Stock in exchange for his or her shares of
Spire Common Stock or Spire Systems Common Stock.

A successful IRS challenge to the "reorganization" status of the Share
Exchange would result in holders of the Amacan Common Stock recognizing gain or
loss with respect to each share of Spire Common Stock or Spire Systems Common
Stock surrendered equal to the difference between the holder's basis in such
share and the fair market value, as of the Effective Time, of the share of
Amacan Common Stock received in exchange therefor. In such event, a
stockholder's aggregate basis in the Amacan Common Stock so received would equal
its fair market value and the stockholder's holding period for such stock would
begin the day after the Share Exchange.

The Exchange Agreement also provides that the Company will substitute
options to purchase shares of Amacan Common Stock for each and every outstanding
employee stock option for shares of Spire Common Stock issued pursuant to the
Spire Option Plan. See "THE EXCHANGE AGREEMENT -- Stock Option Plans."

THE EXCHANGE AGREEMENT

The following information with respect to the Exchange Agreement is
qualified in its entirety by reference to the complete text of the Exchange
Agreement, a copy of which is attached to this Information Statement as Exhibit
A and incorporated by reference herein.

EFFECTIVE DATE AND TIME OF THE SHARE EXCHANGE

The Share Exchange will become effective upon confirmation of the filing of
Articles of Share Exchange with the Division of Corporations. The Articles of
Share Exchange are expected to be filed as soon as practicable after the
satisfaction or waiver of each of the conditions to consummation of the Share
Exchange, which is expected to occur as soon as practicable following receipt of
stockholder approval at the Special Meeting. See "-- Conditions to the Share
Exchange" and " -- Termination."

REPRESENTATIONS AND WARRANTIES

Under the Exchange Agreement, the Company, the Spire Companies and the
Spire Stockholders have made a number of representations and warranties which
are customary for transactions of this nature. The Company has represented and
warranted, among other things, as to its due organization, its possession of the
authority necessary to enter into the Exchange Agreement and consummate the
Share Exchange, its capitalization, its financial condition, its compliance with
governmental laws and regulations, the absence of material litigation, the
absence of defaults under material orders, judgments, agreements, licenses and
the like, and the absence of material adverse changes in the Company's business
since October 31, 1995. It is a condition to the obligations of the Spire
Companies to

<PAGE>

consummate the Share Exchange that the Company's representations and warranties
be true and correct in all material respects as of the date of the execution of
the Exchange Agreement and the Closing Date.

The Spire Companies have made similar representations and warranties as to
their due organization, their possession of the authority necessary to enter
into the Exchange Agreement and to consummate the Share Exchange, their
capitalization, their financial condition, their compliance with governmental
laws and regulations, the absence of material litigation, the absence of
defaults under material orders, judgments, agreements, licenses and the like,
and the absence of material adverse changes in their businesses since October
31, 1995. It is a condition of the obligations of the Company to consummate the
Share Exchange that the representations and warranties of the Spire Companies be
true and correct in all material respects as of the Closing Date.

The Spire Stockholders have made a series of representations and warranties
relating to their acquisition of the shares of Amacan Common Stock in the Share
Exchange. These representations and warranties are intended to assure the
Company of the suitability of the Amacan Common Stock for investment by the
Spire Stockholders, the ability of the Spire Stockholders to assess the risks
associated with the Share Exchange and the intentions of the Spire Stockholders
to hold the shares of Amacan Common Stock to be obtained in the Share Exchange
for investment purposes, without a present view to distribute such shares.

CONDITIONS TO THE SHARE EXCHANGE

The obligations of the Company, Spire and Spire Systems to consummate the
Share Exchange are subject to the satisfaction or waiver of various conditions
contained in Articles VII and VIII of the Exchange Agreement, including: (i)
approval and adoption of the Exchange Agreement and the Share Exchange by the
stockholders of the Company, Spire and Spire Systems; (ii) confirmation that
none of the stockholders of the Company, Spire or Spire Systems has elected to
exercise dissenters' rights under the Utah Act; (iii) receipt by the Company and
the Spire Companies of legal opinions from counsel to the other party in form
and substance customary for transactions such as the Share Exchange; and (iv)
other customary closing conditions, including without limitation, the
truthfulness and accuracy of the parties' respective representations and
warranties, the absence of any material adverse change in the business condition
of the respective parties, the confirmation that the consummation of the Share
Exchange and the transactions contemplated thereby will not violate any law or
regulation and will not result in the creation of any lien or encumbrance on the
respective properties of the Company, Spire and Spire Systems, the receipt of
all material third-party consents and approvals, and the absence of any
litigation which would have a material adverse effect on the business condition
of the respective parties.

CERTAIN COVENANTS

Under the Exchange Agreement, the Company and the Spire Companies have
agreed to carry on their respective businesses in the same manner as conducted
prior to the execution of the Exchange Agreement, to maintain existing or
comparable insurance coverages, to perform their obligations under material
contracts, leases and instruments relating to their respective business
conditions and not to take certain actions (including changing their articles of
incorporation or bylaws, paying dividends, entering into material transactions,
modifying management compensation, incurring indebtedness, selling or disposing
of certain assets and similar actions) without the prior written approval of the
other parties. The Company and the Spire Companies have also agreed to take
other customary actions to facilitate the consummation of the Share Exchange.

STOCK OPTION PLANS

Under the Share Exchange, the Company will substitute options to purchase
shares of Amacan Common Stock pursuant to the Amacan Resources Corporation Stock
Incentive Plan (the "Amacan Option Plan") for each outstanding employee stock
option to purchase shares of Spire Common Stock issued pursuant to the Spire
Option Plan (a "Spire Option"). Each substituted option to purchase shares of
Amacan Common Stock ( a "Substituted Option") will provide former Spire Option
holders the right to purchase an aggregate of 35.4786 shares of Amacan Common
Stock for each share of Spire Common Stock subject to the Spire Option prior to
the consummation of the Share Exchange. Each Substituted Option shall continue
to be outstanding on the same terms and conditions as a Spire Option, except
that (i) it will be exercisable for a number of whole shares of Amacan Common
Stock

<PAGE>

equal to the number of shares of Amacan Common Stock subject to such Spire
Option immediately prior to the Closing, multiplied by the exchange ratio set
forth above, and rounded to the nearest whole number, and (ii) the per share
exercise price for shares of Amacan Common Stock issuable upon the exercise of a
Substituted Option will be equal to the per share exercise price under the
corresponding Spire Option divided by the exchange ratio, and rounded to the
nearest whole cent. The exchange of Substituted of Options to for Spire Options
for substituted Options, as described above, will occur automatically at the
Effective Time without further action on the part of the holders of Spire
Options. The right to receive a Substituted Option may not be assigned or
transferred in any manner except by operation of law, by will or by the laws of
descent. Any attempt to assign or transfer a Substituted Option shall be void
and of no force or effect. See "ADOPTION OF AMACAN OPTION PLAN."

TERMINATION

The Exchange Agreement may be terminated at any time at the Effective Time,
whether before or after approval by the stockholders of the Company, (i) by
mutual agreement of the Company and the Spire Companies; (ii) by the Company,
Spire or Spire Systems, if the Share Exchange shall not have been consummated on
or before April 15, 1996 or such later date as approved by the Company and the
Spire Companies; (iii) by the Company if Spire or Spire Systems shall fail to
comply in any material respect with any covenant or agreement contained in the
Exchange Agreement or if any of the representations or warranties of Spire or
Spire Systems shall be inaccurate in any material respect; and (iv) by the Spire
Companies if the Company shall fail to comply in any material respect with any
covenant or agreement contained in the Exchange Agreement or if any of the
representations or warranties of the Company shall be inaccurate in any material
respect. See " -- Conditions to the Share Exchange" and " -- Certain
Covenants."

RISK FACTORS

In addition to the other information provided in this Information
Statement, the following factors should be considered carefully in evaluating
the terms of the Exchange Agreement and the Share Exchange.

RELIANCE ON SUPPLIERS/TERMINATION OF AGREEMENTS

The Spire Companies are solely dependent on Digital and authorized
distributors of Digital products for their supply of hardware. In addition, the
Spire Companies obtain and resell software from various third-party vendors,
many of whom are the Spire Companies' sole source for such software. Over 70%
of the combined revenues of the Spire Companies are derived from products they
obtain from three suppliers, Digital Equipment Corporation, Novell, Inc. and
Lotus Development Corporation. If one of the third-party vendors of such
hardware or software products became unavailable, the Spire Companies would be
required to seek other sources for alternative products. There can be no
assurance that the Spire Companies would be able to obtain competitive and
alternate sources of supply for such products. The failure of such suppliers to
deliver such items on a timely basis, or the requirement of the Spire Companies
to obtain replacement products for unavailable suppliers, could adversely affect
the operating results of the Spire Companies until alternative sources of
supply, if any, could be arranged. Should these suppliers select on a different
distribution channel or fail to renew existing distribution agreements with the
Spire Companies, the profitability and ability of the Spire Companies to
continue in business could be significantly compromised.

These suppliers could fail to supply hardware or software to the Spire
Companies for many reasons, including but not limited to the following:

- The supplier could go out of business or sell its product line;
- The supplier could change its distribution methods and channels and
cancel agreements with third parties such as the Spire Companies or
otherwise fail to renew the agreement with the Spire Companies;
- The supplier could increase its product price to the Spire Companies
thereby adversely affecting profit margins for such products and the
desire of the Spire Companies to continue to represent such products;
or
- The Spire Companies could fail to meet performance quotas or other
standards contained in certain of their agreements with suppliers,
resulting in termination of the agreements.

<PAGE>

Many of the agreements between the Spire Companies and third-party
suppliers are verbal agreements and have not been reduced to writing.

CHANGING MARKET

The market for computer products and services is continually changing. The
Spire Companies anticipate that the market for office automation products on
server applications will decrease as those functions move to desk-top computers.
Spire management has identified the markets for UNIX and Windows NT operating
systems as promising growth potential for the Spire Companies; however, such
potential is not yet proven and may not evolve or prove sufficiently profitable.
Spire management anticipates that there will be significant competition for
products in the Windows NT market, resulting in lower margins.

COMPETITION

The market for computer products is competitive, evolving and subject to
rapid technological change. Many of the current and potential competitors of
the Spire Companies have longer operating histories, greater name recognition,
larger installed customer bases, and significantly greater financial, technical
and marketing resources than the Spire Companies.

The methods of competition in the computer products industry include
marketing, product performance, price, service, technology and compliance with
various industry standards, among others. It is possible for companies to be at
various times competitors, customers and collaborators of the Spire Companies in
different markets. There can be no assurance that additional products will not
be developed in competition with those sold by the Spire Companies. If
developed, such products may be more effective than those sold by the Spire
Companies. Although the Spire Companies continue to seek new products to
complement their existing product lines and, as necessary, to replace existing
products with newer and better products, there can be no assurance that the
Spire Companies will be able to successfully continue to do so in the future.

DEPENDENCE ON KEY PERSONNEL

The success of the Spire Companies depends, in large part, on their ability
to attract and retain highly-qualified scientific, technical, managerial and
marketing personnel. The Spire Companies have not entered into employment
agreements that require the services of their key personnel to remain with the
Spire Companies for any specified period of time. The loss of the current key
personnel of the Spire Companies could have a material adverse effect on the
Spire Companies. Competition for such personnel is intense, and there can be no
assurance that the Spire Companies will be able to attract and maintain all
personnel necessary for the development and operation of their business. The
loss of the services of key personnel or an inability to attract, retain and
motivate qualified personnel could have a material adverse effect on the
business, financial condition and results of operations of the Spire Companies.

MARKETING

The Spire Companies market their products and services through a direct
sales force of 30 persons operating from locations in Utah and North Carolina.
In addition, arrangements with third parties, including hardware manufacturers,
software developers, resellers and authorized distributors, are becoming an
increasingly important part of the Spire Companies' focus on providing solutions
to their customers and expanding distribution of their products and services
through indirect channels domestically and internationally. The loss of
services of certain of such third-party distributors or resellers could have a
material adverse effect on the business, financial condition and results of
operations of the Spire Companies.

COLLECTION OF ACCOUNTS

The Spire Companies' business of selling hardware and software products
involves certain account collection risks. In the event a hardware purchaser
defaults on its payment obligation, the Spire Companies would file a credit
insurance claim; however, the insurer may deny coverage or otherwise fail to
pay. With respect to software sales,

<PAGE>

the Spire Companies generally provide a limited time period evaluation key prior
to full payment. If payment is not made, the temporary key terminates and the
software is no longer functional. Accordingly, for a customer to obtain a long-
term license and ability to use Spire software, timely payment must be made.
Notwithstanding the policies of the Spire Companies, a customer who has ordered
and received the software, although not receiving a permanent right to use the
software, may nonetheless choose to fail to pay, thus creating a collection
problem for the Spire Companies. In addition, a distributor may default in
timely payment of amounts owing to the Spire Companies.

INTEGRATION OF OPERATIONS

Negotiation of the Exchange Agreement and the terms of the Share Exchange
has required significant management resources of the Company and the Spire
Companies. If consummated, the Share Exchange will require additional
management time and resources to integrate the operations of the three entities
and may disrupt the business operations of the combined company (including the
existing business and operations of the Spire Companies). The industry and
business of the Spire Companies are unrelated to the industry and business of
the Company. The current officers and directors of the Spire Companies have no
experience in the oil and gas industry and will depend heavily on outside
advisors with respect to decisions involving the Company's existing oil and gas
interests. The integration and consolidation of the operations of the Company
and the Spire Companies could have a material adverse effect on the operating
results of the combined companies for a period following the Share Exchange.

CAPITAL REQUIREMENTS

The Spire Companies plan to evaluate opportunities for the license or
acquisition of additional software products as well as the possible acquisition
of, or development of strategic relations with, other companies who may have
products or distribution channels that are compatible with the business
objectives of the Spire Companies. In the event the Spire Companies elect to
pursue such opportunities, additional capital in the form of equity or debt will
likely be required. There can be no assurance that capital sought by the Spire
Companies to pursue such opportunities could be obtained on terms favorable to
the Spire Companies, if at all. The failure of the Spire Companies to obtain
such financing could restrict their ability to pursue the business opportunities
described above.

<PAGE>

AMACAN COMMON STOCK AND DIVIDEND POLICY

The Amacan Common Stock is traded in the United States over-the-counter
market maintained by the NASD under the symbol "ANRP." From May 1, 1995 through
the date of this Information Statement, the high and low bid prices for the
Amacan Common Stock in the over-the-counter market, as reported by the National
Quotation Bureau, Inc. (the "NQB"), have been $____ and $____, respectively. On
January 23, 1996 the last day prior to the public announcement of the proposed
Share Exchange, the high and low bid prices for the Amacan Common Stock, as
reported by NQB, were $.10 and $.03125, respectively. These prices reflect
interdealer quotations without retail markup, markdown or commissions and do not
necessarily represent actual transactions.

On the Record Date, the Company had [2,723,714] shares of Amacan Common
Stock outstanding, held by approximately 388 holders of record (including
brokers and nominees holding shares of Amacan Common Stock for multiple
customers). Approximately [1,202,500] of the [2,723,714] shares of Amacan
Common Stock issued and outstanding as of the Record Date are "restricted
securities," as that term is defined under Rule 144. All of the restricted
shares are currently eligible for sale in reliance upon Rule 144, subject to
certain volume and resale restrictions.

The Share Exchange will not change the rights of the existing holders of
shares of Amacan Common Stock, except by diminishing their percentage equity
interest in the Company. Based solely on the number of shares of Amacan Common
Stock and the number of shares of Spire Common Stock and Spire Systems Common
Stock outstanding prior to the Share Exchange, and assuming no exercise of
options for, or conversion of securities into, Amacan Common Stock, Spire Common
Stock or Spire Systems Common Stock, the Company will have approximately
3,891,000 shares of Amacan Common Stock outstanding after the Share Exchange.

SPIRE AND SPIRE SYSTEMS COMMON STOCK AND DIVIDEND POLICY

Shares of the Spire Common Stock and Spire Systems Common Stock are not
publicly traded and no public market exists therefor. As of January 23, 1996,
there were 87,386 shares of Spire Common Stock outstanding, held by six holders
of record and 100,000 shares of Spire Systems Common Stock outstanding, held by
five holders of record.

<PAGE>

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

The following unaudited pro forma condensed combined financial statements show
the acquisition by the Company of all the outstanding shares of the capital
stock of the Spire Companies as contemplated under the Exchange Agreement. The
following statements have been prepared using the historical financial
statements of the Company, and the historical financial statements of the Spire
Companies, and should be read in conjunction with the Consolidated Financial
Statements and related notes of the Company and the Combined Financial
Statements and related notes of the Spire Companies attached hereto as Exhibits
B and C, respectively. The pro forma financial information reflects the
adjustments that will result from the Share Exchange as if it had occurred as of
the beginning of the periods presented with respect to pro forma statements of
operations data and as of the balance sheet date with respect to pro forma
balance sheet data. The pro forma financial data is provided for analysis
purposes only and does not purport to indicate the results which actually would
have been obtained if the Share Exchange had been effected on the dates
indicated, or of the results which may be obtained in the future.

Because the Spire Stockholders will hold the controlling interest in the
combined entity, the Share Exchange is shown as a reverse acquisition in which
the Spire Companies acquire the Company.

The pro forma financial information is based on the purchase method of
accounting for the Share Exchange. The pro forma adjustments are described in
the accompanying notes to the unaudited pro forma condensed combined financial
statements. The unaudited pro forma condensed combined financial statements of
income combine the results for the six months ended October 31, 1995, and for
the years ended April 30, 1995 and 1994. The unaudited pro forma condensed
combined balance sheets show the combined positions as of October 31, 1995 and
April 30, 1995.

<PAGE>

AMACAN AND SPIRE COMPANIES
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEETS
OCTOBER 31, 1995

HISTORICAL PRO FORMA
--------------------------------------------------------------
ASSETS AMACAN COMPANIES ADJUSTMENTS COMBINED
--------------------------------------------------------------
<S> <C> <C> <C> <C>
Current assets:
Cash and cash equivalents $ 63,928 1,719,897 1,783,825
Investments - certificates of deposit 450,369 -- 450,369
Accounts receivable 22,248 2,114,469 2,136,717
Other current assets -- 16,620 16,620
Deferred tax asset -- 21,287 21,287
------------ ------------ ------------ ------------
Total current assets 536,545 3,872,273 4,408,818
------------ ------------ ------------ ------------
Net property and equipment -- 487,778 487,778
Interest in oil and gas properties 233,056 -- (233,056)(2) --

------------ ------------ ------------ ------------
$ 769,601 4,360,051 (233,056) 4,896,596
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Note payable to bank $ -- 6,722 6,722
Current portion of long-term debt -- 49,115 49,115
Accounts payable and accrued expenses 47,887 2,216,171 2,264,058
Income taxes payable -- 259,734 259,734
Deferred maintenance revenue -- 821,496 821,496
------------ ------------ ------------ ------------
Total current liabilities 47,887 3,353,238 3,401,125
Long-term liabilities:
Debt, excluding current portion -- 219,633 219,633
Deferred tax liability -- 5,549 5,549
Deferred compensation 20,987 -- 20,987
------------ ------------ ------------ ------------
Total long-term liabilities 20,987 225,182 246,169

Stockholders' equity:
Common stock 680,929 2,000 289,817 (1) 972,746
Additional paid-in capital 89,504 7,410 (96,914)(5) --
Treasury stock -- (170,000) 170,000 (3) --
Retained earnings (deficit) (69,706) 942,221 (595,959)(4) 276,556
------------ ------------ ------------ ------------
Net stockholders' equity 700,727 781,631 (233,056) 1,249,302
------------ ------------ ------------ ------------
$ 769,601 4,360,051 (233,056) 4,896,596
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------
</TABLE>

<PAGE>

AMACAN AND SPIRE COMPANIES
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEETS
APRIL 30, 1995

HISTORICAL PRO FORMA
-------------------------------------------------------
ASSETS AMACAN COMPANIES ADJUSTMENTS COMBINED
-------------------------------------------------------
<S> <C> <C> <C> <C>
Current assets:
Cash and cash equivalents $ 84,851 766,247 851,098
Investments - certificates of deposit 436,686 -- 436,686
Accounts receivable 18,711 1,524,948 1,543,659
Other current assets -- 17,410 17,410
Deferred tax asset -- 39,041 39,041
---------- ---------- ---------- ----------
Total current assets 540,248 2,347,646 2,887,894
---------- ---------- ---------- ----------
Net property and equipment 6,114 468,211 (6,114)(2) 468,211
Interest in oil and gas properties 244,391 -- (244,391)(2) --
---------- ---------- ---------- ----------
$ 790,753 2,815,857 (250,505) 3,356,105
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt -- 87,527 87,527
Accounts payable and accrued expenses 7,756 1,358,503 1,366,259
Income taxes payable 2,000 32,154 34,154
Deferred maintenance revenue -- 686,194 686,194
Deferred compensation, current portion 33,184 -- 33,184
---------- ---------- ---------- ----------
Total current liabilities 42,940 2,164,378 2,207,318

Long-term liabilities:
Debt, excluding current portion -- 223,412 223,412
Deferred tax liability -- 4,773 4,773
Deferred compensation 38,210 -- 38,210
---------- ---------- ---------- ----------
Total long-term liabilities 38,210 228,185 266,395
Stockholders' equity:
Common stock 680,929 2,000 289,817 (1) 972,746
Additional paid-in capital 89,504 7,410 (96,914)(5) --
Treasury stock -- (170,000) 170,000 (3) --
Retained earnings (deficit) (60,830) 583,884 (613,408)(4) (90,354)
---------- ---------- ---------- ----------
Net stockholders' equity 709,603 423,294 (250,505) 882,392
---------- ---------- ---------- ----------
$ 790,753 2,815,857 (250,505) 3,356,105
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
</TABLE>

<PAGE>

AMACAN AND SPIRE COMPANIES
UNAUDITED PRO FORMA CONDENSED COMBINED INCOME STATEMENTS
SIX MONTHS ENDED OCTOBER 31, 1995

HISTORICAL PRO FORMA
-------------------------------------------------------
AMACAN COMPANIES ADJUSTMENTS COMBINED
-------------------------------------------------------
<S> <C> <C> <C> <C>
REVENUES:
Software licenses and maintenance $ -- 4,230,235 4,230,235
Hardware sales and service -- 2,804,824 2,804,824
Oil and gas sales 75,132 -- 75,132
---------- ---------- ---------- ----------
Total revenues 75,132 7,035,059 7,110,191
COST OF SALES:
Software licenses and maintenance -- 1,929,075 1,929,075
Hardware sales and service -- 2,394,384 2,394,384
Oil and gas sales 57,557 -- (19,182)(2) 38,375
---------- ---------- ---------- ----------
Total cost of sales 57,557 4,323,459 (19,182) 4,361,834
---------- ---------- ---------- ----------
Gross profit 17,575 2,711,600 19,182 2,748,357
Selling, general, and administrative expenses 39,232 2,088,690 2,127,922
---------- ---------- ---------- ----------
Income from operations (21,657) 622,910 19,182 620,435
---------- ---------- ---------- ----------
Other income expense 13,684 (868) 12,816
---------- ---------- ---------- ----------
Income (loss) before income taxes (7,973) 622,042 19,182 633,251
Income tax expense 903 263,705 1,255 265,863
---------- ---------- ---------- ----------
Net income (loss) $ (8,876) 358,337 17,927 367,388
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
</TABLE>

<PAGE>

AMACAN AND SPIRE COMPANIES
UNAUDITED PRO FORMA CONDENSED COMBINED INCOME STATEMENTS
YEAR ENDED APRIL 30, 1995

HISTORICAL PRO FORMA
-------------------------------------------------------
AMACAN COMPANIES ADJUSTMENTS COMBINED
-------------------------------------------------------
<S> <C> <C> <C> <C>
REVENUES:
Software licenses and maintenance $ -- 5,356,572 5,356,572
Hardware sales and service -- 4,318,111 4,318,111
Oil and gas sales 187,533 -- 187,533
---------- ---------- ---------- ----------
Total revenues 187,533 9,674,683 9,862,216
COST OF SALES:
Software licenses and maintenance -- 2,879,943 2,879,943
Hardware sales and service -- 3,734,132 3,734,132
Oil and gas sales 130,141 -- (45,506)(2) 84,635
---------- ---------- ---------- ----------
Total cost of sales 130,141 6,614,075 (45,506) 6,698,710
---------- ---------- ---------- ----------
Gross profit 57,392 3,060,608 45,506 3,163,506
Selling, general, and administrative expenses 61,808 2,927,081 2,988,889
---------- ---------- ---------- ----------
Income from operations (4,416) 133,527 45,506 174,617
---------- ---------- ---------- ----------
Other income (expense) (5,767) 11,696 5,929
---------- ---------- ---------- ----------
Income (loss) before income taxes (10,183) 145,223 45,506 180,546
Income tax expense 1,199 46,488 5,601 53,288
---------- ---------- ---------- ----------
Net income (loss) $ (11,382) 98,735 39,905 127,258
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
</TABLE>

<PAGE>

AMACAN AND SPIRE COMPANIES
UNAUDITED PRO FORMA CONDENSED COMBINED INCOME STATEMENTS
YEAR ENDED APRIL 30, 1994

HISTORICAL PRO FORMA
-------------------------------------------------------
AMACAN COMPANIES ADJUSTMENTS COMBINED
-------------------------------------------------------
<S> <C> <C> <C> <C>
REVENUES:
Software licenses and maintenance $ -- 3,136,919 3,136,919
Hardware sales and service -- 2,906,492 2,906,492
Oil and gas sales 188,422 -- 188,422
---------- ---------- ---------- ----------
Total revenues 188,422 6,043,411 6,231,833
COST OF SALES:
Software licenses and maintenance -- 1,441,133 1,441,133
Hardware sales and service -- 2,525,896 2,525,896
Oil and gas sales 146,503 -- (66,946)(2) 79,557
---------- ---------- ---------- ----------
Total cost of sales 146,503 3,967,029 66,946 4,046,586
---------- ---------- ---------- ----------
Gross profit 41,919 2,076,382 66,946 2,185,247
Selling, general, and administrative expenses 101,596 2,032,513 2,134,109
---------- ---------- ---------- ----------
Income from operations (59,677) 43,869 66,946 51,138
---------- ---------- ---------- ----------
Other income (expense) 8,841 (16,705) (7,864)
---------- ---------- ---------- ----------
Income (loss) before income taxes (50,836) 27,164 66,946 43,274
Income tax expense 980 8,931 2,121 12,032
---------- ---------- ---------- ----------
Net income (loss) $ (51,816) 18,233 64,825 31,242
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
</TABLE>

<PAGE>

NOTES TO AMACAN AND SPIRE COMPANIES
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

1. The combined common stock as of October 31, 1995 and April 30, 1995,
reflects the Amacan one-for-seven reverse stock split (with par value
remaining at $.25) and the subsequent issuance of 3,501,883 shares of
Amacan Common Stock in exchange for all issued shares of the Spire Common
Stock and Spire Systems Common Stock.

2. Because the estimated fair market value of the Company at the date of the
Share Exchange (based on the number of shares of Amacan Common Stock
outstanding multiplied by the estimated market value of those shares) is
less than the recorded value of its current assets, net of total
liabilities, the Company's interest in net property and equipment and oil
and gas properties has been reduced to zero. Related amortization and
depreciation for related periods has been eliminated.

3. The number of shares of Spire Common Stock held by Spire's treasury is
cancelled, with an offset to additional paid-in-capital.

4. The Company's accumulated deficit is eliminated, with an offset to
additional paid-in capital.

5. The negative balance in additional paid-in-capital resulting from the above
adjustments is eliminated with an offset to retained earnings.

30
<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS OF THE COMPANY

RESULTS OF OPERATIONS

SIX MONTHS ENDED OCTOBER 31, 1995 COMPARED TO SIX MONTHS ENDED OCTOBER 31, 1994

During the six months ended October 31, 1995, the Company reported a net
loss of $8,876, compared with net earnings of $6 for the comparable six months
of 1994.

REVENUES. Oil and gas revenues decreased from $96,203 to $75,132,
primarily because of decreased production of the oil and gas reserves in which
the Company holds an interest. Interest income increased from $8,670 to $13,684
due to increased interest rates and principal amounts for investment in
certificates of deposit.

COSTS AND EXPENSES. Depreciation and depletion decreased from $24,957 to
$19,182 because of decreased production of the Company's oil and gas reserves on
which depreciation and depletion cost is based. Operating costs did not
materially differ from the comparable six months of the immediately preceding
year. Taxes other than income taxes decreased during the six months ended
October 31, 1995 from $12,828 to $10,037 because of decreased revenue subject to
taxes in states requiring the payment of production taxes compared with the
comparable six months of 1994. Other costs and expenses increased during the
six months ended October 31, 1995 from $37,030 to $39,232 because of increased
professional accounting fees compared with the comparable period of 1994.

FISCAL 1995 COMPARED TO FISCAL 1994

Revenues from the Company's participation in oil and gas production
decreased in fiscal 1995 compared to fiscal 1994 reflecting a decrease in
production of both oil and gas. The Company incurred a net loss of $11,382 in
1995 compared to a net loss of $51,816 in fiscal 1994. In addition to the
decrease in oil and gas production, the Company's results of operations in 1995
were adversely affected by a writeoff of its interest in a limited partnership
amounting to $15,333. The loss in fiscal 1994 was attributable to a decline in
oil prices and to increases in production costs and in general and
administrative expenses relating to a modification to a deferred compensation
agreement for the Company's retiring President.

In May 1994, Russell G. Holley retired as President of the Company and Tad
M. Ballantyne was appointed as President. The Board instructed Mr. Ballantyne,
whose background is in acquisitions and management of manufacturing companies,
to seek out and evaluate business opportunities which would allow the Company to
diversify its business. The Exchange Agreement and the Share Exchange are the
result of the Board's efforts in actively seeking and evaluating such
opportunities on behalf of the Company. Apart from the Exchange Agreement and
the Share Exchange, there are presently no arrangements, understandings,
commitments or agreements for the Company to engage in any new business.

LIQUIDITY AND CAPITAL RESOURCES

The Company's liquidity is provided by revenue from participation in oil
and gas operations, and historically by long-term debt provided by bank loans,
and issues of capital stock. The Company has during the six months ended
October 31, 1995 been able to generate sufficient cash to pay for its share of
expenses associated with production of the Company's interest in oil and gas
reserves.

The Company anticipates that its oil and gas operations during the 1996
fiscal year can be adequately financed through its share of revenues from such
operations. The Company has actively sought to diversify its business and has
evaluated opportunities unrelated to oil and gas production. The Company's
negotiation of the Share Exchange and execution of the Exchange Agreement
resulted from the Company's pursuit of such opportunities. The Company has no
long term commitments for capital expenditures.

31
<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS OF THE SPIRE COMPANIES

OVERVIEW

The Spire Companies resell Digital Equipment Corporation's ("Digital" or
"DEC") network computer systems and components on a value added basis, develop
and sell office automation software products, act as "service and value added
resellers" and distributors of software developed by third parties and develop
and implement client/server solutions for open computing environments. The
Spire Companies offer a wide range of desktop, client/server and production
systems and related components, peripheral equipment, software and services used
in a wide variety of applications, industries and computing environments. The
Spire Companies have entered into strategic partner arrangements with Lotus
Development Corporation ("Lotus") and Novell, Inc. ("Novell"), two major
application software manufacturers, and DEC, a major hardware manufacturer.

Historically, the Spire Companies have focused their efforts toward
marketing software products operating on the OpenVMS operating system that runs
on Digital's VAX systems. The Spire Companies are expanding their distribution
formula to include software products that operate in the growing UNIX operating
system marketplace and have recently started to market a third-party product
known in the industry as a "firewall," which is designed to protect an
organization's computer network from access by unauthorized users. The Spire
Companies have also recently expanded their services to include systems
configuration, and hardware and software sales in support of Digital's new 64-
bit Alpha computer platforms.

As part of the ongoing efforts of the Spire Companies to support their
customers' needs in the areas of training, support, and system configuration,
the Spire Companies offer an annual maintenance agreement. This allows customer
access to the technical resources and support personnel at the Spire Companies,
including automatic product upgrades, "bug fixing," and system configuration
consulting.

During the past fiscal year, the combined revenues of the Spire Companies
from these various activities were broken down as follows:

OpenVMS software sales 44% of revenues
System configuration and hardware sales 36% of revenues
Technical support and maintenance service 17% of revenues
UNIX platform software sales and access protection 3% of revenues

Spire management expects that during 1996, revenues from the sale of UNIX
platform products, security products and management and performance product
lines will grow faster as a percentage of revenues than other products and
services offered by the Spire Companies. In particular, Spire management
believes the rate of revenue growth for office automation product sales will be
slower than in the past.

No single market sector represents a dominant portion of the Spire
Companies' revenues, with governmental and educational institutions representing
approximately 32% of combined revenues and small to large corporations
representing the remaining 68%. No single customer represents more than ten
percent of the combined revenues of the Spire Companies.

Like other "value added resellers" and distributors, the Spire Companies
rely on their vendors and suppliers of software and hardware products for their
ongoing product lines. Over 70 percent of the combined revenues of the Spire
Companies are derived from products they obtain from DEC, Novell and Lotus.
Should these suppliers select a different distribution channel or fail to renew
existing distribution agreements with the Spire Companies, the profitability and
ability of the Spire Companies to continue in business could be significantly
compromised. The Spire Companies are expanding their product lines in an effort
to reduce this risk; however, the business of the Spire Companies will continue
to be dependent on vendors' selection of this particular channel of distribution
for their product.

32
<PAGE>

The Spire Companies sell their products through a direct sales force of 30
representatives in the United States, and through a number of third-party
distributors in Europe and Australia.

RESULTS OF OPERATIONS

The following table sets forth, for the periods indicated, selected
Statement of Operations data and other selected financial information of the
Spire Companies, expressed in dollars and as a percentage of combined revenues.

(UNAUDITED)
SIX MONTHS ENDED YEAR ENDED YEAR ENDED
OCTOBER 31, APRIL 30, APRIL 30,
1995 1995 1994
--------------------- --------------------- ---------------------
<S> <C> <C> <C> <C> <C> <C>

SUMMARY STATEMENT OF
OPERATIONS
Revenues $7,035,059 100% $9,674,683 100% $6,043,411 100%
Cost of Sales 4,323,459 61% 6,614,075 68% 3,967,029 66%
---------- ---------- ----------
Gross Profit 2,711,600 39% 3,060,608 32% 2,076,382 34%
Selling, general, and
administrative expenses 2,088,690 30% 2,927,081 30% 2,032,513 34%
---------- ---------- ----------
Income from operations 622,910 9% 133,527 1% 43,869 1%
Other income (expense) (868) 0% 11,696 0% (16,075) 0%
---------- ---------- ----------
Income before income taxes 622,042 9% 145,223 2% 27,164 0%
Income tax expense 263,705 4% 46,488 0% 8,931 0%
---------- ---------- ----------
Net income $358,337 5% $98,735 1% $18,233 0%
---------- ---------- ----------
---------- ---------- ----------

SUMMARY BALANCE SHEET
Cash $1,719,897 39% $766,247 27% $493,460 27%
Other current assets 2,152,376 50% 1,581,399 56% 932,993 51%
Fixed assets, net of
accumulated depreciation 487,778 11% 468,211 17% 394,872 22%
---------- ---------- ----------
Total assets $4,360,051 100% $2,815,857 100% $1,821,325 100%
---------- ---------- ----------
---------- ---------- ----------
Total current liabilities $3,353,238 77% 2,164,378 77% 1,182,880 65%
Total long-term liabilities 225,182 5% 228,185 8% 313,886 17%
Total stockholders' equity 781,631 18% 423,294 15% 324,559 18%
---------- ---------- ----------
Total liabilities and
stockholders' equity $4,360,051 100% $2,815,857 100% $1,821,325 100%
---------- ---------- ----------
---------- ---------- ----------

</TABLE>

33
<PAGE>

FISCAL 1995 COMPARED TO FISCAL 1994

REVENUES. Revenues increased 60 % from $6,043,411 for the year ended April
30, 1994 to $9,674,683 for the year ended April 30, 1995. The trend toward
increasing revenues continued through the six-month period ending October 31,
1995, which showed revenues of $7,035,059.

GROSS PROFIT. Gross profit as a percentage of revenues was 34 % and 32 %
for the years ended April 30, 1994 and 1995, respectively. For the six-month
period ended October 31, 1995, gross profit as a percentage of revenues
increased to 39 %. Management attributes the increase to the dispersion of
certain fixed costs over a larger revenue base. There is no guarantee that
gross operating margins can be maintained at this level in the future.
Competition in the Spire Companies' industry remains very high and plays a
significant role in determining the margins that the Spire Companies are able to
maintain.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses decreased from 34 % of revenues for the year ended April
30, 1994 to 30 % of revenues for the year ended April 30, 1995, and 30 percent
of revenues for the six-month period ended October 31, 1995, due primarily to
increased efficiency, combined with an increased critical operating mass. In
November 1995, due principally to an increased number of product lines and an
expanding customer base, the Spire Companies began increasing the number of
internal direct sales personnel. In addition, the Spire Companies are currently
expanding their international channel of third-party distributors. This
expansion activity could increase future sales and marketing costs and decrease
margins.

RESEARCH AND DEVELOPMENT. Historically, the Spire Companies have incurred
nominal research and development costs. Spire management plans to add new
products and may begin to develop proprietary software products. These
development activities, along with ongoing efforts to upgrade the Spire
Companies' present line of products, are likely to result in increased research
and development expenses.

OTHER INCOME. Other income consists primarily of interest income and
interest expense. In addition, for the year ended April 30, 1995 other income
reflected receipt of a one-time consulting fee in the amount of $29,772.
Interest expense increased from $25,517 for the year ended April 30, 1994 to
$28,348 in the year ended April 30, 1995. This was due to short-term borrowings
relating to working capital funding needs. Interest expense for the six-month
period ended October 31, 1995 was $11,308.

LIQUIDITY AND CAPITAL RESOURCES

Historically, the Spire Companies have financed their operations through
long-term debt, short-term borrowings and cash generated from operations.
During the years ended April 30, 1995 and 1994, the Spire Companies generated
cash from operating activities in the amounts of $434,910 and $214,209,
respectively. For the same years, net cash increased $272,787 and $124,753,
respectively. For the six-month period ended October 31, 1995 the Spire
Companies generated cash from operations in the amount of $1,033,946 and their
net cash increased by $953,650.

Based on anticipated working capital requirements, Spire management
believes that existing cash and cash equivalents, cash generated from
operations, long-term debt financing and borrowings under the Spire Companies'
existing lines of credit will be sufficient to finance the operations of the
post-exchange Company through the foreseeable future.

34
<PAGE>

BUSINESS OF THE COMPANY

GENERAL

The Company was incorporated in the State of Utah in May 1969 for the
purpose of mineral exploration and development. Since 1974, the Company has
been almost exclusively engaged as a participant with others in oil and gas
exploration and development. The Company's principal assets are working
interests in producing oil and gas wells and options or rights to participate in
the drilling of additional wells. The Company has participated almost
exclusively with an independent operator, Luff Exploration Company ("Luff") of
Denver, Colorado in its exploration activity. Kenneth D. Luff, the owner of
Luff, was appointed to the Company's Board of Directors on May 31, 1994.
Potential projects are evaluated by Luff and, in Luff's discretion, the Company
is offered the right to participate in a particular project; however, Amacan may
elect not to participate in any particular project.

Since 1974, the Company has participated with Luff in drilling a total of
122 wells, 31 of which are presently productive. The Company did not
participate with Luff in the drilling of any wells during the fiscal year ended
April 30, 1995. Nine additional productive wells were previously sold and 22
were abandoned when depleted. Of the 122 wells, 50 have been exploratory wells
and 72 have been developmental wells. Through its participation with Luff, the
Company has farmed out its interest for drilling by other companies, at their
expense, a total of 28 additional wells, one of which is presently productive.
Including this well, the Company presently has an interest in 31 productive oil
and gas wells.

The Company has one subsidiary, Amacan Industries, Inc. ("AII"), organized
during fiscal year 1991 to seek out and consider unrelated business
opportunities. In June 1992, AII made a $20,000 investment for a two percent
(2%) interest in a limited partnership organized under Illinois law to conduct
the business of accounts receivable recovery and financial consulting. The
Company's share of losses reported by the Limited Partnership for the 1995
fiscal year was $15,553. The Company's principal line of business is natural
resources exploration and development and income received by the Company during
the fiscal year ending April 30, 1995 was derived from production on oil and gas
properties.

The Company did not devote any of its time or resources to exploration or
development of properties outside of the United States during the 1995 fiscal
year and does not anticipate that any time or resources will be allocated to
properties outside of the United States in the future. The Company presently
has two employees. There are no pending material legal proceedings to which the
Company is a party.

COMPETITION AND MARKETS

The oil and gas industry is intensely competitive in all of its phases and
in the areas where the Company owns working interests in oil and gas wells. The
Company is not a competitive factor in the industry. Luff encounters strong
competition from major oil companies, other independent operators and other
companies, many of which have greater financial and technical resources and are
more experienced in the exploration for and production of oil and gas.

Independent producers currently market production of crude oil, condensate,
natural gas and natural gas liquids in the United States under contracts with
various oil companies and gas pipeline companies. The continued availability of
a ready market depends upon numerous factors beyond the control of the operator,
including crude oil imports, actions by oil producing nations, the availability
of adequate pipeline and other transportation facilities, the marketing of
competitive fuels and fluctuations in supply and demand.

REGULATION

The oil and gas industry is currently subject to extensive regulation by
both federal and state authorities. Most states have regulations pertaining to
the spacing of wells, prevention of waste, limitation of rates of production,
proration of production, prevention and cleanup of pollution, and similar
matters in addition to the environmental and federal price regulations discussed
below. The marketing of oil and gas including the construction of

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<PAGE>

production, storage handling or transmission facilities, also has been and could
be delayed pending government approval.

The Company's operations are significantly affected by the impact of
federal income tax laws. Such laws can affect the Company directly and can also
adversely affect the operator's ability to secure drilling funds if changes in
such laws should eliminate or reduce federal income tax incentives. Of
particular importance are provisions of the Code which permit the owner of an
economic interest in oil and gas to deduct from the income realized from each
property an amount based on the greater of cost or percentage depletion, subject
to certain limitations. If cost depletion is utilized, the taxpayer is entitled
to recover its capitalized cost in the property over its productive life. For
production after 1984, percentage depletion at a rate of 15 percent of gross
revenues, not to exceed 50 percent of the taxable income attributable thereto,
is still available under the independent producer exemption, for which the
Company qualifies, for production of up to 1,000 barrels of domestic crude oil
(or natural gas equivalent) per day. Percentage depletion is not limited to the
owner's basis in the property.

There are numerous federal laws and regulations controlling the discharge
of materials into the environment, or otherwise relating to the protection of
the environment, to which the oil and gas drilling and recovery operations in
which the Company participates are subject and which increase the cost of
exploring for, developing or producing oil and gas.

OPERATING RISKS; INSURANCE

The oil and gas operations in which the Company participates are subject to
all the risks normally incident to drilling for and producing oil and gas,
including blowouts and fires, which could result in damage to, or destruction
of, oil and gas wells or production facilities and loss of life and property.
Operators are not typically insured against all of these risks either because
insurance is not available or because operators have elected not to insure due
to prohibitive premium costs. The occurrence of an uninsured event or of an
event only partially insured could result in substantial losses to an operator
and severely impair its ability to continue operations.

Pollution or discharge of materials into the environment which might be
caused by an operator's drilling or producing operations could result in
liabilities to third parties, or restrictions on the activities in which the
Company participates, or both.

PROPERTIES

The Company owns a working interest in each oil and gas drill site for
which it has paid a percentage of the costs of drilling and, where warranted, a
percentage of the costs of completion of a well. The Company's working interest
results in a "net revenue interest", which is computed as a percentage of income
before the expenses of drilling and completion are recovered (before payout) and
a lesser revenue interest AFTER such costs have been recovered (after payout).
The Company's after-payout working interest in the wells varies from a low of
1.641% to a high of 10.9999%. In addition to these revenue interests, the
Company, through participation in certain of the drill sites, has earned the
right to participate in income from any additional wells that may be drilled.
Alternatively, the Company may become entitled to an income interest in certain
wells completed by unrelated third parties on acreage in which the Company has
an interest under "farm-out" agreements which entitle said third parties to an
agreed amount of production from such wells before the Company receives its
income interest. The income interest would be less than the interest which
would be earned if the Company had shared in the costs of drilling and
completion.

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<PAGE>

RESERVES. An estimate, as of April 30, 1995, of proved developed producing
reserves underlying oil and gas wells in which the Company has an interest (all
of which are located in the United States), is as follows:

GROSS NET
--------- -------
Barrels of Oil. . . . . . . . 1,191,072 43,070
Gas in MCF. . . . . . . . . . 4,057,045 222,043

There are no estimates of proved developed nonproducing reserves or proved
undeveloped reserves in connection with these properties. These reserve
estimates were prepared by petroleum engineers employed by Luff. No estimates
of such reserves are filed with or included in reports by the Company to any
other federal authority or agency.

PRODUCTION. All production has been from wells located in the continental
United States. Net oil and gas production for oil in barrels and gas in MCF for
each of the last five years, representing the Company's interest in oil and gas
wells and the average cost of production per equivalent barrels for each of the
past five years, is as follows:

YEAR ENDING AVERAGE PRODUCTION COST PER
APRIL 30, OIL BARRELS GAS MCF EQUIVALENT BARRELS
----------- ----------- ------- ---------------------------
1995 6,561 48,977 $5.75
1994 7,181 49,794 $5.14
1993 8,017 69,925 4.55
1992 9,450 75,077 4.47
1991 7,668 81,941 4.43

The average sales price per unit of oil produced and of gas produced during
the last three fiscal years is as follows:

YEAR ENDING
APRIL 30, SALES PRICE/BARRELS OF OIL SALES PRICE/MCF GAS
----------- -------------------------- -------------------
1995 $14.38 $1.42
1994 14.35 1.71
1993 19.03 1.46

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<PAGE>

DRILLING. Set forth below are the gross and net productive and
nonproductive wells drilled or acquired in each of the last three fiscal years.

PRODUCTIVE WELLS DRY WELLS
---------------- ---------
GROSS NET
------ ------

1995 . . . . . . . . . . . . . . . -- -- --
1994 . . . . . . . . . . . . . . . -- -- --
1993 . . . . . . . . . . . . . . . 3 .02763 3

GROSS AND NET WELLS AND ACREAGE. At April 30, 1995, the total gross and
net productive wells (expressed separately for oil and gas wells) and the total
gross and net producing acres in which the Company has an interest were as
follows:

APRIL 30, 1995 OIL* GAS
---------------------------------- ----- -----

Gross wells. . . . . . . . . . . . 25 8
Net wells. . . . . . . . . . . . . 2 2

Gross acres. . . . . . . . . . . . 8,696 3,592
Net acres. . . . . . . . . . . . . 376 217

* The Company has an interest in 16 wells from which BOTH
oil and gas are produced; these wells are shown as gross and
net OIL wells in the foregoing table.

At April 30, 1995, the Company had interests in producing
acreage as set forth below:

TOTAL PRODUCING ACREAGE -- APRIL 1995

STATE GROSS NET
---------------------------------- ----- ---

Montana. . . . . . . . . . . . . . 7,000 323
North Dakota . . . . . . . . . . . 1,760 91
South Dakota . . . . . . . . . . . 1,600 53
Wyoming. . . . . . . . . . . . . . 1,920 120

The foregoing tables include only the acreage underlying drill sites which
are currently held by production. As stated, the Company has, in connection
with drilling a number of wells, earned an interest in additional acreage which
may be the subject of drilling in the future. The Company does not expect to
maintain its interest in such acreage, however, except through drilling of
additional wells with Luff or through farm-out or nonconsent arrangements as
determined by Luff.

TITLE TO PROPERTIES. As is customary in the oil and gas industry, Luff
conducts a title examination at the time oil and gas exploration leases are
acquired. The oil and gas properties in which the Company participates are
subject to royalty, overriding royalty and other interests which are customary
in the industry, liens incident to operating agreements, current taxes and other
burdens, minor encumbrances, easements and restrictions.

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<PAGE>

BUSINESS OF THE SPIRE COMPANIES

Spire, a Utah corporation founded in 1986, and Spire Systems, a Utah
corporation founded in 1992, resell DEC network computer systems and components
on a value added basis, develop and sell office automation software products,
act as "service and value added resellers" and distributors of software
developed by third parties and develop and implement client/server solutions for
open computing environments. The Spire Companies offer a wide range of desktop,
client/server and production systems and related components, peripheral
equipment, software and services used in a wide variety of applications,
industries and computing environments. The Spire Companies have entered into
strategic partner arrangements with Lotus, Novell and DEC.

BACKGROUND

The original computers were large, mainframe pieces of equipment that
required vast amounts of space, energy and capital investment. Technological
advances have allowed computers to become increasingly smaller, faster and less
costly. Although there continue to be many applications requiring mainframe
computers for large organizations, the largest segment of the computing market
needs mid-range computing equipment for government, education and business
sites, and smaller, consumer-oriented equipment, including personal computers.

Many different approaches were developed by numerous emerging manufacturers
to create a set of operating instructions to allow the computer hardware to
operate properly. In the personal computer market, these well-recognized
"operating systems" or "platforms" include MicroSoft Corporation's MS-DOS (and
related Windows and Windows 95) products, IBM's OS/2, and the proprietary
operating system developed for Apple's Macintosh. Other operating systems
include DEC's VMS and OpenVMS operating systems, the UNIX operating system which
has been separately developed by many different manufacturers, and the new
Microsoft Windows NT.

Computer application software, such as wordprocessors, spreadsheets and
other types of programs designed for use on one operating system do not operate
on another platform without making extensive and often costly modifications.

As a result of the complexity of various hardware and software systems, as
well as the changing needs of buyers of such products, the Spire Companies were
formed to serve the role of an "integrator" of these various components,
principally for the needs of mid-range users in government, education, and
business. The Spire Companies have reviewed the hardware and software being
offered by current manufacturers, compared the various competing products, and
elected to represent and sell those hardware and software systems that the Spire
Companies consider to be the finest products available on a stand-alone basis,
but which are also capable of being integrated with the other software and
hardware product needs of Spire customers. Accordingly, the Spire Companies are
principally a sales and technical support organization for third-party products
which Spire employees have tested and used in a variety of applications and, if
necessary, adapted for cross-operating system operation so that the entire
computing needs of Spire customers can be well served by the best products that
work well together.

PRODUCTS

OVERVIEW. The Spire Companies are authorized value-added resellers for
Digital and provide their customers with desktop integration and system
hardware. The Spire Companies fill their customers' unique computer needs
through a combination of integrated software packages from different
manufacturers and technical support for such products. The Spire Companies are
one of the largest licensing and support organizations for cross-platform
compatible VMS and OpenVMS versions of WordPerfect, WP Office, and Lotus 1-2-3.
The Spire Companies endeavor to meet the specialized mid-range computing needs
of governmental, educational and corporate organizations worldwide by providing
networking expertise in integrating multi-vendor networks, network consulting
with respect to connectivity, compatibility, inter-operability and management of
the end-user's local area network ("LAN"), installation of the end-user's LAN,
including interface hardware and software, and timely and professional technical
support.

DIGITAL HARDWARE. The Spire Companies are licensed to sell Digital's 64-
bit reduced instruction set computing ("RISC") architecture known as "Alpha"
which is designed to support multiple operating systems. The Spire

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<PAGE>

Companies offer Digital's line of Alpha-based products ranging from chips and
boards to high performance workstations and servers. Alpha supports three major
operating systems: Digital's 64-bit UNIX operating system, Digital's OpenVMS
operating system and Microsoft Corporation's Windows NT operating system. The
Alpha-based systems include high performance database servers and workstations.

The Spire Companies also offer Digital's VAX computer systems, components
and Intel-based personal computer systems.

The Spire Companies offer and sell peripherals manufactured by Digital and
other entities such as magnetic disk drives, tape drives, solid state disk and
in-film heads, video terminals, printers and network components.

SOFTWARE. The Spire Companies design and develop, acquire from third
parties and distribute under license, or act as resellers for, various software
products for use on Digital computer systems and computer systems from other
vendors.

OFFICE AUTOMATION. Under licenses from Lotus and Novell, the Spire
Companies obtained the right to create derivative works of the source code for
WordPerfect, Lotus 1-2-3 and WP Office (aka Groupwise) with ownership of such
derivative works remaining in the licensors. Spire engineers have developed and
the Spire Companies now market these software solutions for the OpenVMS
operating platform. The Spire Companies also market these office automation
products developed by third parties for UNIX, MS-DOS and Windows 95 operating
platforms. Because of the wide variety of computing platforms used today in
many organizations, the ability of the Spire Companies to offer powerful office
tools which provide cross-platform compatibility and user familiarity is
important in assisting Spire customers to create effective corporate standards.
The Spire Companies also offer other third party office automation products
including Fax Sr., an enterprise faxing server. The following paragraphs
describe the office automation products currently offered by the Spire
Companies:

- WORDPERFECT for OpenVMS systems is one of the leading word
processing programs, and DEC's word processing application of
choice for OpenVMS users. Powerful word processing tools,
graphics integration and drawing capabilities, flexible tables,
an equation editor, and seamless cross-platform file
compatibility have earned WordPerfect nine Target Awards-TM- for
best word processing software.

- LOTUS 1-2-3 for OpenVMS provides users with essential
spreadsheet tools combined with the power and resources of an
OpenVMS environment. Features such as 3-D worksheets, cross-
platform file compatibility, high impact business graphics, and
presentation quality output capabilities make Lotus 1-2-3 the
preferred spreadsheet application for OpenVMS environments.

- FAX SR. ENTERPRISE SERVER sends and receives faxes directly
from within WordPerfect, or almost any other OpenVMS application,
as easily as printing a document or receiving a mail message.
Faxes are sent directly to a recipient's fax machine via a
server's modem, and can include text, pictures, graphics, scanned
images, logos, cover sheets, and special characters. Clients are
available for Windows, Mac, Windows NT, MS-DOS, and Motif users.

- WP OFFICE is an office automation package which provides
electronic mail, personnel and resources scheduling, a floating
calendar and planner, a powerful multi-function calculator, a
customizable database notebook, and a file manager. Each
component is integrated through a flexible shell menu which
allows users to switch between programs and launch non-
WordPerfect programs with a single keystroke.

SYSTEM SECURITY. The Spire Companies offer a wide array of third party
UNIX and OpenVMS operating system security products. These system security
software tools include firewalls (I.E., products designed to protect an
organization's computer network from access by unauthorized Internet users),
user monitoring, auditing and logging, authorization and access control, message
integrity and confidentiality protocols, and automated system security

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<PAGE>

analysis, reporting and correction tools. System security products offered by
the Spire Companies include the following:

- THE BORDERWARE FIREWALL SERVER-TM- provides comprehensive
gateway services while maintaining the highest level of security
for organizations connecting to the Internet and other
Transmission Control Protocol/Internet Protocol ("TCP/IP") works.
It combines Internet application-level servers (like WWW, Mail,
News, and FTP) with a transparent IP firewall. In addition, it
uses its intimate knowledge of application processes and
protocols to examine, control, audit, and validate all network
traffic to and from the trusted network at both the packet and
connection level. The BorderWare Firewall Server-Registered
Trademark- has been promoted as a one-stop solution to a complete
and secure Internet gateway.

- KBLOCK lets users lock their unattended, logged-in terminals
to make them unavailable to unauthorized users. It can also
automatically lock and remove idle processes when they have been
inactive for a prescribed period of time.

STORAGE MANAGEMENT. The Spire Companies offer third-party media management
and remote device access products including media libraries, backup and restore,
and data recovery solutions, including the following:

- THRUWAY-Registered Trademark- is a remote device access
system which bridges the gap between the customer's remote
OpenVMS systems and its central site. THRUway-Registered
Trademark- simplifies file access, and provides easy and direct
management, backup and restoration of remote data from the
customer's OpenVMS system.

- TAPESYS-Registered Trademark- is a media management system
which gives the customer complete control over its OpenVMS
libraries, including magnetic tapes, optical disks and super-
high-density cartridges. TAPESYS-Registered Trademark- also
automates backup scheduling and keeps an on-line directory of
backed-up files for easy restoring.

- RAXMASTER-TM- is a comprehensive OpenVMS performance
solution combining PerfectDisk-TM-, PerfectTune-TM-,
PerfectCache-TM- and I/O Monitor-TM- into an integrated
performance enhancing tool. Whether a customer's problems are
due to CPU, resource allocation, memory, or I/O, RAXMaster-TM-
provides proactive, multi-function performance solutions to help
customers get the most out of their existing systems.

USER TRAINING AND SUPPORT. The third party software solutions offered by
the Spire Companies for training and support allow Spire customers to track user
problems and establish interactive links between the trainers' and users'
terminals. From the trainer's keyboard, the trainer may intervene, create log
files of sessions, and conduct local and remote product training for groups of
users. The following user training and support products are offered by the
Spire Companies:

- CONTRL-Registered Trademark- AND CLYDESUPPORT-TM- are
integrated user support tools for training, monitoring and
assisting OpenVMS users. Utilizing these tools, the customer can
monitor users' terminals, establish interactive links between
terminals, create log files of sessions, communicate with and
transfer files to sites not connected by DECnet-TM-, and create
and run multiple interactive terminal sessions simultaneously.

- PC-DUO-Registered Trademark- is a remote control software
solution that returns control of distributed PC users to the
customer. With TalkRemote, the customer can conduct interactive
on-line conversations or training sessions, provide immediate on-
line help, perform file transfers across networks and monitor
user productivity.

NETWORK MANAGEMENT AND PERFORMANCE. The third party software offered by
the Spire Companies relative to system performance management allows Spire
customers to monitor systems, databases, events and remote nodes

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<PAGE>

to manage performance tuning, capacity planning, saturation analysis, bench
marking and resource accounting from a central site. This performance
management is conducted in real time interactive or background modes, across a
wide array of UNIX and database environments. The Spire Companies offer the
following management and performance products:

- SYSMON-TM- monitors and manages UNIX and Windows NT
environments in both interactive and background modes. Data
collectors track and report resource usage, perform trend
analysis, monitor and log system events, measure relative
response times and alert and intervene upon the occurrence of
critical events. Data is managed through interactive Graphical
User Interface ("GUI") graphs, charts and meters. SYSMON-TM-
monitors UNIX and Windows NT operating systems; Oracle, Ingres,
Informix and Sybase databases; and third-party applications
through its flexible application management interface.

- ENSIGN-TM- provides distributed system administration and
centralized control for UNIX and Windows NT. Ensign-TM-
automates and simplifies system administration tasks, eliminates
repetitive administrative activities, reduces reactive tasks
through a surveillance and recovery facility and can allow
delegation of routine processes to others. Administrative tasks
are managed through a GUI interface, eliminating the need to
learn different UNIX syntax and commands.

- LANUTIL-TM- uses the customer's OpenVMS resources to
automate its LAN management procedures. It lets the customer
distribute or update applications to the PCs on the customer's
LAN, integrate PC backups with automatic tape management system
(such as TAPESYS-Registered Trademark-), inventory software or
hardware resources or edit or reconfigure PC files from the
customer's OpenVMS system.

- PATHWORKS-TM- lets users share applications, information,
and large system resources across OpenVMS, UNIX, Windows, MS-DOS,
and Mac environments. It provides users with LAN Manager-TM-
file and print services, Novell compatibility, E-Mail
communications, security for PC files, LAN and Wide Area Network
("WAN") capabilities, and a host of network management and
integration tools.

- XJET-TM- AND XCONNECT are Ethernet-TM- print servers which
allow users of all six major network operating systems to
simultaneously share printer resources. Users on DEC, UNIX,
Novell, and Apple networks can all print jobs to the same printer
as if it were connected directly to their computer--without any
modification to application programs. Concurrent support for LAN
Manager-TM-, LAN Server-TM-, and Banyan VINES-TM- is also
available.

TECHNICAL SERVICES AND SUPPORT. The Spire Companies provide to their
customers technical consulting, systems integration and product support services
to help Spire customers plan, implement and manage their information technology
solutions. The Spire Companies' services include maintenance and support
services for Spire software solutions, as well as third-party products sold by
the Spire Companies; information systems consulting; technical and application
design services, education and training services; systems integration and
project management services; network design and support services; and
outsourcing and resourcing management services.

The Spire Companies' service organization provides these services through two
sites in the United States and one site in Europe.

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<PAGE>

SALES AND DISTRIBUTION

The Spire Companies market their products and services through a direct sales
force of 30 representatives based in Utah and North Carolina. Arrangements with
third parties, including hardware manufacturers, software developers, resellers
and authorized distributors are an increasingly important part of the Spire
Companies' focus on providing complete solutions to its customers and expanding
distribution of its products and services through indirect channels domestically
and to customers in Europe and Australia.

COMPETITION

The information technology industry is highly competitive, international in
scope, and comprised of many companies. The methods of competition include
marketing, product performance, price, service, technology and compliance with
various industry standards, among others. Present and potential competition in
the various markets served by the Spire Companies comes from firms of various
sizes and types, many of which are larger and have greater resources than the
Spire Companies. Firms not now in direct competition with the Spire Companies
may introduce competing products in the future. It is possible for companies to
be at various times competitors, customers and collaborators in different
markets.

MATERIALS

The Spire Companies are solely dependent on Digital and authorized
distributors of Digital products for their supply of hardware. In addition, the
Spire Companies obtain software from numerous third-party vendors, many of which
are the sole source for such software. The Spire Companies then incorporate the
various hardware, peripheral and software components into an integrated system
for installation at their customers' locations. If one of the third-party
vendors of either hardware or software were to become unavailable to the Spire
Companies, Spire management believes that it would be able to obtain competing
and alternate sources of supply of similar but not identical products. The
failure of such suppliers to deliver such items on a timely basis could
adversely effect the operating results of the Spire Companies until alternative
sources of supply could be arranged. Also, if any of the license agreements
relative to the office automation products developed by the Spire Companies were
to be terminated, the operating results of the Spire Companies could also be
adversely effected.

SIGNIFICANT CUSTOMERS

Although the Spire Companies sell to many customers involved in certain
industries (e.g. government and education) which, if aggregated together, would
result in sales to a particular industry of more than 10%, no single customer
represents sales by the Spire Companies in the aggregate amount of 10% or more
of the consolidated revenues of the Spire Companies. Accordingly, Spire
management believes that the loss of any single customer would not have a
material adverse effect on the Spire Companies taken as a whole.

PATENTS

The Spire Companies do not own any patents nor do they have any patent
applications relating to their products. The Spire Companies have a limited
number of copyrights and have obtained licenses to create derivative works
relative to copyrights owned by third parties. The ownership of such derivative
works vests in the licensor. The Spire Companies are also seeking tradename and
trademark protection for certain of their names and marks. Accordingly, Spire
management does not believe that any particular patent or group of patents,
copyrights, trademarks, or tradenames is of material importance to the business
of the Spire Companies as a whole.

RESEARCH AND ENGINEERING

The Spire Companies compete in an industry which is characterized by rapid
technological change. In the six-month period ended October 31, 1995 and the
fiscal years ended April 30, 1995 and 1994, the Spire Companies incurred
insignificant expenses for research and development. Spire management
anticipates that it will begin investing in research and development during the
1996 calendar year to maintain and strengthen its competitive

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<PAGE>

position. Spire management does not anticipate that research and development
expense will exceed three percent of gross revenues for the fiscal year ended
April 30, 1997.

EMPLOYEES

The Spire Companies had 50 full and part-time employees at December 31, 1995.

PROPERTY

The headquarters and research and development facilities of the Spire
Companies are located at 311 N. State, Orem, Utah. The Spire Companies own a
5200 square foot building, subject to encumbrances of approximately $126,000
and $105,000 at October 31, 1995, which bear interest at rate of 8.25% and
8.70%, respectively. In addition, the Spire Companies occupy 7500 square feet
of contiguous space under a one year lease subject to an option to extend the
term for an additional five extensions of one year each. The monthly base rent
is $5,500 subject to adjustment during the renewal periods. Spire management
believes these contiguous facilities are suitable and adequate to meet the
anticipated needs of the Spire Companies for the current fiscal year. Spire
management anticipates that continued growth of the Spire Companies will
necessitate acquisition of additional office space in the future.

PROPRIETARY MARKS

The Spire Companies offer, sell and utilize many third-party products
represented by registered or common law trademarks, including the following
trademarks. Novell-Registered Trademark-, Wordperfect-Registered Trademark-,
UNIX-Registered Trademark-, WP Office-TM- and Groupwise-TM- are trademarks of
Novell, Inc. DEC-Registered Trademark-, VMS-Registered Trademark-,
OpenVMS-TM-, VAX-Registered Trademark- and Alpha-TM- are trademarks of
Digital Equipment Corporation. Microsoft-Registered Trademark-,
MS-DOS-Registered Trademark-, DOS-TM-, Windows-Registered Trademark-, Windows
NT-Registered Trademark- and Windows 95-TM- are trademarks of Microsoft
Corporation. Lotus-Registered Trademark- and Lotus 1-2-3-TM- are trademarks
of Lotus Development Corporation. Apple-Registered Trademark-,
Macintosh-Registered Trademark- and Mac-Registered Trademark- are registered
trademarks of Apple Computer Inc. OS/2-TM- is a trademark of IBM
Corporation. Intel-Registered Trademark- is a registered trademark of Intel
Corporation. This Information Statement also contains trademarks of other
companies.

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MANAGEMENT OF THE COMPANY

EXECUTIVE OFFICERS AND DIRECTORS

The following sets forth the name and age of each executive officer of the
Company, the positions and offices with the Company held by each executive
officer, the principal occupation, employment and business experience of each
executive officer during the past five years, and the year each director first
became a director:

HAS SERVED AS A
NAME AGE POSITION WITH THE COMPANY DIRECTOR/OFFICER SINCE
- ---------------------- --- -------------------------- ----------------------

Tad M. Ballantyne. . . 40 President and Director 1988
Lamar H. Holley. . . . 72 Vice President, 1971
Secretary/Treasurer
and Director
Russell G. Holley. . . 76 Director 1971
Kenneth D. Luff. . . . 62 Director 1994
Sherman H. Smith . . . 51 Designee for director N/A

TAD M. BALLANTYNE -- Mr. Ballantyne was elected to the Board of Directors
in 1988 and was appointed as President in May 1994. He is engaged principally
in management of private investments and in that capacity serves as an officer
and director of several private companies, including Hoopeston Foods, Inc., a
food processing company. He continues to be a principal shareholder and
consultant to BR Industries, a metals processing company. He also serves as
President and Treasurer of AII. Mr. Ballantyne was previously engaged in the
business of arranging financing for companies, which at times required Mr.
Ballantyne to guarantee various loans. In 1992, an involuntary petition for
relief under Chapter 11 of the United States Bankruptcy Code was filed against
Mr. Ballantyne by a lender on two real estate loans guaranteed by Mr.
Ballantyne. A plan of reorganization was subsequently confirmed in August 1994.

LAMAR H. HOLLEY -- Mr. Holley was a founder of the Company in 1971. For
more than the past five years he has been a manufacturers' representative for
Western Sales Associates.

RUSSELL G. HOLLEY -- Mr. Holley was a founder of the Company in 1971 and
served as its President and Chief Executive Officer from 1974 to May 1994 when
he retired as President. He also serves as Vice President and Secretary of AII,
the Company's wholly owned subsidiary.

KENNETH D. LUFF -- Mr. Luff is now and for more than the past five years
has been President and Owner of Luff Exploration Company, an independent oil and
gas producer. He is a geologist and a past-President of the Rocky Mountain Oil
and Gas Association.

SHERMAN H. SMITH -- Mr. Smith has been engaged in the practice of
accounting with the accounting firm of Schmitt, Griffiths, Smith & Co. in Ogden,
Utah since 1974. Mr. Smith is not currently serving as an officer or director
of the Company; however, as permitted by the Exchange Agreement, the Company's
Board of Directors has designated Mr. Smith to serve as a director of the
Company if the Share Exchange is consummated.

There are no executive officers who are not also directors of the Company.
Russell G. Holley and Lamar H. Holley are brothers. Except with respect to the
designation of Mr. Sherman H. Smith to serve as a director of the Company if the
Share Exchange is consummated, no arrangement or understanding exists between
any officer or director and any other person pursuant to which he was nominated
or elected as a director or selected as an officer. See "THE SHARE EXCHANGE --
Management of the Company's Business after the Share Exchange." Directors

45
<PAGE>

serve until the next annual meeting of shareholders or until a successor is
elected and qualified. Officers serve until the next annual meeting of the
Board of Directors or until a successor is elected and qualified.

The Company has a standing Audit Committee consisting of Lamar H. Holley
and Tad M. Ballantyne. The Audit Committee's function includes the
recommendation of engagement and discharge of independent auditors, reviewing
the independent auditors' results and reviewing management's actions relative
thereto. The Company does not have nominating or compensation committees of the
Board.

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

FISCAL
YEAR PREFERRED
ENDED OTHER STOCK LTIP ALL OTHER
NAME/PRINCIPAL POSITION APRIL 30, SALARY BONUS COMPENSATION AWARDS OPTIONS PAYOUTS COMPENSATION
- ----------------------- --------- ------ ----- ------------ ------ ------- ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>

Tad M. Ballantyne, 1995 $10,000 $-0- $-0- $-0- $-0- $-0- $-0-
President and Chief 1994 -0- $-0- $-0- $-0- $-0- $-0- $-0-
Executive Officer 1993 -0- $-0- $-0- $-0- $-0- $-0- $-0-

- ---------------

</TABLE>

DIRECTOR'S COMPENSATION

Directors who are not employed by the Company are paid a fee of $200 for
each board meeting attended. No separate fees are paid for attendance at
committee meetings. One meeting of the Board was held during the year ended
April 30, 1995.

46
<PAGE>

MANAGEMENT OF THE SPIRE COMPANIES

EXECUTIVE OFFICERS, KEY EMPLOYEES, AND DIRECTORS

The executive officers, key employees, and directors of the Spire
Companies, and their respective ages at December 31, 1995, are as follows:

NAME AGE POSITION
- ---------------------- -------- ---------------------------------

Gary B. Godfrey 35 President and Director of Spire
and Spire Systems

Brian W. Braithwaite 35 Vice President, Secretary,
Treasurer and Director of Spire
and Spire Systems

Douglas D. Yates 43 Sales Manager of Spire and
Director of Spire and Spire
Systems

Jeffrey L. Webster 42 Manager of Information Systems
of Spire

Robert K. Bench 46 Chief Financial Officer of Spire

GARY B. GODFREY has been President and a director of Spire since its
organization in 1986 and has had responsibility for financial management,
marketing and personnel. Mr. Godfrey has been President and a director of Spire
Systems since 1992.

BRIAN W. BRAITHWAITE has been Vice President, Secretary and Treasurer of
Spire since its inception in 1986. He has also served as a director of Spire
during that period. Mr. Braithwaite has been Vice President, Secretary,
Treasurer and a director of Spire Systems since 1992.

DOUGLAS D. YATES has been involved in sales and management at Spire since
1989 and has been a director of Spire since 1992. Mr. Yates has served as a
director of Spire Systems since 1992.

JEFFREY L. WEBSTER currently serves as the Manager of Information Systems
for Spire and has been employed by Spire since its inception in 1986.

ROBERT K. BENCH became the chief financial officer of Spire at the
beginning of 1996. Mr. Bench served as the chief financial officer for CerProbe
Corporation, a publicly-held corporation which manufactures products for the
semi-conductor industry, from April through December 1995. CerProbe Corporation
acquired, through a merger, Fresh Test Technology Corporation in April 1995.
Mr. Bench was president of Fresh Test Technology Corporation from April 1993 to
the time of the merger. From 1991 through 1993, Mr. Bench served as vice
president and chief operating officer for Fresh Technology Company, an affiliate
of Fresh Test Technology Corporation. From 1986 through 1991, Mr. Bench served
as vice president and chief financial officer at Clyde Digital Corporation.

EXECUTIVE COMPENSATION

It is anticipated that upon completion of the reorganization, the current
Board of Directors of Amacan will appoint certain existing members of Spire
management to be the executive officers and key employees of Amacan. See "THE
SHARE EXCHANGE -- Management of the Company's Business After the Share
Exchange." Upon such appointment, the directors intend to set salary, bonus,
and other compensation items for such newly-appointed officers at levels it
deems to be comparable in the industry for small, publicly-traded, high
technology companies.

47
<PAGE>

VOTING SECURITIES OF THE COMPANY
AND PRINCIPAL HOLDERS THEREOF

The following table sets forth information regarding the beneficial
ownership of the Amacan Common Stock as of January 23, 1996 by: (i) each person
known by the Company to beneficially own more than 5% of the outstanding shares
of Common Stock; (ii) each of the Company's directors; (iii) each of the
executive officers identified in the Summary Compensation Table; and (iv) all
directors and executive officers as a group. Unless otherwise indicated, each
of the shareholders named in the table has sole voting and investment power with
respect to the shares identified as beneficially owned.

PERCENT
TITLE OF CLASS BENEFICIAL OWNER OWNERSHIP OF CLASS
- --------------- ---------------------------- --------------------- --------

Common Tad M. Ballantyne 376,700(1) 13.8
1135 South Main Street (direct and indirect)
Racine, Wisconsin 53403

Common Lance Industries, Inc. 376,700(2) 13.8
1135 South Main Street
Racine, Wisconsin 53403

Common Russell G. Holley 360,532(3) 13.2%
2881 Melony Drive (direct and indirect)
Salt Lake City, Utah 84124

Common Lamar H. Holley 199,150(4) 7.3
979 East Hillcrest Drive (direct)
Springville, Utah 84603

Common Kenneth D. Luff -0- --
1580 Lincoln Street,
Suite 850
Denver, Colorado 80203

Common All officers and directors
as a group (4 persons) 936,382 34.3

- ---------------

(1) Includes Mr. Ballantyne's indirect beneficial ownership (376,700 shares) as
an affiliate of Lance Industries, Inc. referred to in the table.

(2) Affiliated through Mr. Ballantyne.

(3) Includes 250 shares held by Mr. Holley's wife and 275,750 shares held
jointly with Mrs. Holley.

(4) Includes 145,900 shares held by Mr. Holley jointly with his wife.

48
<PAGE>

VOTING SECURITIES OF THE SPIRE COMPANIES
AND PRINCIPAL HOLDERS THEREOF

The following table sets forth information regarding the beneficial
ownership of the Spire Common Stock and the Spire Systems Common Stock,
respectively, as of January 23, 1996 by: (i) each person known by the Spire
Companies to beneficially own more than 5% of the outstanding shares of Spire
Common Stock or Spire Systems Common Stock; (ii) each of the directors of the
Spire Companies; (iii) each of the executive officers of the Spire Companies
identified in the Summary Compensation Table; and (iv) all directors and
executive officers of the Spire Companies as a group. Unless otherwise
indicated, each of the shareholders named in the table has sole voting and
investment power with respect to the shares identified as beneficially owned.

BENEFICIAL OWNERSHIP BENEFICIAL OWNERSHIP
OF SPIRE OF SPIRE SYSTEMS
-------------------------- --------------------------
NUMBER OF PERCENTAGE NUMBER OF PERCENTAGE
NAME SHARES OF CLASS SHARES OF CLASS
- --------------------------------------------------------------- ---------- ---------- --------- ---------
<S> <C> <C> <C> <C>

Common Stock:
Gary B. Godfrey . . . . . . . . . . . . . . . . . . . . . 27,450(1) 31.4% 33,075(1) 33.1%
149 North 835 East (indirect) (indirect)
Lindon, Utah 84042

Douglas D. Yates . . . . . . . . . . . . . . . . . . . . . 18,000(2) 20.6 21,690(2) 21.7
797 North 500 West (indirect) (indirect)
Lehi, Utah 84043

Brian W. Braithwaite . . . . . . . . . . . . . . . . . . . 13,500 15.5 16,263 16.2
1348 North 1400 West
Provo, Utah 84604

Jeffrey L. Webster . . . . . . . . . . . . . . . . . . . . 15,750 18.0 18,972 19.0
465 West 320 North
American Fork, UT 84003

Robert K. Bench . . . . . . . . . . . . . . . . . . . . . 10,493 12.0 10,000 10.0
2632 East El Moro Avenue
Mesa, Arizona 85204

All officers and directors as a group (3 persons) . . . . 68,443 78.3% 81,028 81.0%

</TABLE>

- ---------------

(1) Shares held by Gary B. Godfrey and Karie Godfrey, Trustees of the Gary B.
Godfrey Family Revocable Trust dated July 1, 1993.

(2) Shares held by Douglas D. Yates and Rita S. Yates, Trustees of the Rita S.
Yates Family Revocable Trust dated July 1, 1993.

49
<PAGE>

DESCRIPTION OF THE COMPANY'S CAPITAL STOCK

GENERAL

As of January 23, 1996, there were 2,723,714 shares of Amacan Common Stock
issued and outstanding, held by approximately 388 stockholders of record. After
giving effect to the one-for-seven reverse split of the Amacan Common Stock as
contemplated by the Exchange Agreement, the Company anticipates that there would
be approximately 389,100 shares of Amacan Common Stock issued and outstanding as
of January 23, 1996.

The Articles of Incorporation of the Company, as amended (the "Articles"),
authorize the issuance of eight million (8,000,000) shares of Common Stock, par
value $.25 per share. Except as otherwise required by law, each share of Amacan
Common Stock entitles the stockholder to one vote on each matter which
stockholders may vote on at all meetings of stockholders of the Company.
Holders of the Amacan Common Stock are not entitled to cumulative voting in the
election of directors. Holders of the Amacan Common Stock do not have
preemptive, subscription or conversion rights and there are no redemption or
sinking fund provisions applicable thereto. Shares of Amacan Common Stock are
entitled to share equally and ratably in dividends paid from the funds legally
available for the payment thereof, when, as and if declared by the Board of
Directors of the Company. The declaration of dividends, however, is subject to
the discretion of the Board of Directors. Holders of Amacan Common Stock are
also entitled to share ratably in the assets of the Company available for
distribution to holders of Amacan Common Stock after payment of liabilities of
the Company upon liquidation or dissolution of the Company, whether voluntary or
involuntary. All the outstanding shares of Amacan Common Stock are fully paid
and nonassessable.

The Company has no present intention of paying any cash dividends on the
Amacan Common Stock and plans to retain any earnings to finance the development
and expansion of its operations. The payment of cash dividends also may be
restricted by a number of other factors, including future earnings, capital
requirements and the financial condition of the Company, and restrictions on the
payment of dividends imposed under Utah law.

CERTAIN INDEMNIFICATION AND LIMITED LIABILITY PROVISIONS

The Company's Bylaws provide that the Company shall indemnify all directors
and officers of the Company as permitted by the Utah Act. Under such
provisions, any director or officer, who in his capacity as such, is made a
party to any suit or proceeding, shall be indemnified if such director or
officer acted in good faith and in a manner he or she reasonably believed to be
in or not opposed to the best interest of the Company and, in the case of a
criminal proceeding, he or she had no reasonable cause to believe his or her
conduct was unlawful; provided, however, that no indemnification may be given a
director or officer where the claim or liability arose out of that person's own
negligence or willful misconduct, or if such person is ultimately adjudged in
the proceeding to be liable to the Company or liable on the basis that he or she
derived an improper personal benefit. The Bylaws and the Utah Act further
provide that such indemnification is not exclusive of any other rights to which
such individuals may be entitled under the Articles, the Company's Bylaws, any
agreement, vote of stockholders or otherwise.

The Company currently maintains no policy of director's and officer's
liability insurance for the benefit of the officers and directors of the
Company.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for the Amacan Common Stock is Atlas Stock
Transfer, Inc., 5899 South State Street, Murray, Utah 84107, United States
(telephone number (801) 266-7151).

50
<PAGE>

DESCRIPTION OF THE CAPITAL STOCK OF THE SPIRE COMPANIES

GENERAL -- SPIRE

As of January 23, 1996, there were 87,386 shares of Spire Common Stock
issued and outstanding, held by six stockholders of record. See "VOTING
SECURITIES OF THE SPIRE COMPANIES AND PRINCIPAL HOLDERS THEREOF."

The Articles of Incorporation of Spire (the "Spire Articles"), authorize
the issuance of one hundred thousand (100,000) shares of Common Stock, par value
$.01 per share. As provided by the Bylaws of Spire (the "Spire Bylaws"), except
as otherwise required by law or by the Spire Articles, each share of Spire
Common Stock entitles the holder to one vote on each matter which stockholders
may vote on at all meetings of stockholders of Spire. Holders of the Spire
Common Stock are not entitled to cumulative voting in the election of directors.
Holders of the Spire Common Stock do not have preemptive, subscription or
conversion rights and there are no redemption or sinking fund provisions
applicable thereto. Shares of Spire Common Stock are entitled to share equally
and ratably in dividends paid from the funds legally available for the payment
thereof, when, as and if declared by the Board of Directors of Spire. The
declaration of dividends, however, is subject to the discretion of the Board of
Directors. Holders of Spire Common Stock are also entitled to share ratably in
the assets of Spire available for distribution to holders of Spire Common Stock
after payment of the liabilities of Spire upon liquidation or dissolution of
Spire, whether voluntary or involuntary. All the outstanding shares of Spire
Common Stock are fully paid and nonassessable.

Spire has no present intention of paying any cash dividends on the Spire
Common Stock and plans to retain any earnings to finance the development and
expansion of its operations. The payment of cash dividends also may be
restricted by a number of other factors, including the future earnings, capital
requirements and financial condition of Spire, and restrictions on the payment
of dividends imposed under Utah law.

CERTAIN INDEMNIFICATION AND LIMITED LIABILITY PROVISIONS -- SPIRE

The Spire Articles provide that Spire shall indemnify all directors and
officers of Spire, or any person who has served or may serve, at the request of
the Board of Directors of Spire, as an officer or director of another
corporation in which Spire at the time owned or may own shares of stock or of
which it was or may be a creditor, as permitted by the Utah Act. Under such
provisions, any director or officer, who in his capacity as such, is made a
party to any suit or proceeding, shall be indemnified if such director or
officer acted in good faith and in a manner he or she reasonably believed to be
in or not opposed to the best interest of Spire and, in the case of a criminal
proceeding, he or she had no reasonable cause to believe his or her conduct was
unlawful; provided, however, that no indemnification may be given in connection
with any claim or liability arising out of such person's own negligence or
willful misconduct or if such person is ultimately adjudged in the proceeding to
be liable to Spire or otherwise liable on the basis that he or she derived an
improper personal benefit. The Spire Articles and the Utah Act further provide
that such indemnification is not exclusive of any other rights to which such
individuals may be entitled under the Articles, the Spire Bylaws, any agreement,
vote of stockholders or otherwise. The Spire Bylaws provide that the Board of
Directors may authorize Spire, unless otherwise provided in the Spire Articles,
to indemnify any officer, employee or agent of Spire who is not a director of
Spire, to the extent permitted by the Utah Act.

Spire currently maintains no policy of director's and officer's liability
insurance for the benefit of its officers and directors.

51
<PAGE>

GENERAL -- SPIRE SYSTEMS

As of January 23, 1996, there were 100,000 shares of Spire Systems Common
Stock issued and outstanding, held by five stockholders of record. See "VOTING
SECURITIES OF THE SPIRE COMPANIES AND PRINCIPAL HOLDERS THEREOF."

The Articles of Incorporation of Spire Systems (the "Spire Systems
Articles"), authorize the issuance of one million (1,000,000) shares of Common
Stock, no par value. As provided by the Bylaws of Spire Systems (the "Spire
Systems Bylaws"), except as otherwise required by law or by the Spire Systems
Articles, each share of Spire Systems Common Stock entitles the stockholder to
one vote on each matter which stockholders may vote on at all meetings of
stockholders of Spire Systems. Holders of the Spire Systems Common Stock are
not entitled to cumulative voting in the election of directors. Holders of the
Spire Systems Common Stock do not have preemptive, subscription or conversion
rights and there are no redemption or sinking fund provisions applicable
thereto. Shares of Spire Systems Common Stock are entitled to share equally and
ratably in dividends paid from the funds legally available for the payment
thereof, when, as and if declared by the Board of Directors of Spire Systems.
The declaration of dividends, however, is subject to the discretion of the Board
of Directors. Holders of Spire Systems Common Stock are also entitled to share
ratably in the assets of Spire Systems available for distribution to holders of
Spire Systems Common Stock after payment of the liabilities of Spire Systems
upon liquidation or dissolution of Spire Systems, whether voluntary or
involuntary. All the outstanding shares of Spire Systems Common Stock are fully
paid and nonassessable.

Spire Systems has no present intention of paying any cash dividends on the
Spire Systems Common Stock and plans to retain any earnings to finance the
development and expansion of its operations. The payment of cash dividends also
may be restricted by a number of other factors, including the future earnings,
capital requirements and financial condition of Spire Systems, and restrictions
on the payment of dividends imposed under Utah law.

CERTAIN INDEMNIFICATION AND LIMITED LIABILITY PROVISIONS -- SPIRE SYSTEMS

The Spire Systems Bylaws provide that Spire Systems shall indemnify all
directors and officers of Spire Systems as permitted by the Utah Act. Under
such provisions, any director or officer, who in his capacity as such, is made a
party to any suit or proceeding, shall be indemnified if such director or
officer acted in good faith and in a manner he or she reasonably believed to be
in or not opposed to the best interest of Spire Systems and, in the case of a
criminal proceeding, he or she had no reasonable cause to believe his or her
conduct was unlawful; provided, however, that no indemnification may be given in
connection with any claim or liability arising out of such person's own
negligence or willful misconduct or if such person is ultimately adjudged in the
proceeding to be liable to Spire Systems or otherwise liable on the basis that
he or she derived an improper personal benefit. The Spire Systems Bylaws and
the Utah Act further provide that such indemnification is not exclusive of any
other rights to which such individuals may otherwise lawfully be entitled.

Spire Systems currently maintains no policy of director's and officer's
liability insurance for the benefit of its officers and directors.

TERMINATION OF STOCKHOLDER AGREEMENT

The shareholders of Spire entered into a Shareholders Agreement on January 1,
1989 (the "Spire Shareholders Agreement"), which, among other things, restricts
the shareholders' lifetime transfer of shares of Spire Common Stock, provides a
right of first refusal to Spire and remaining shareholders to purchase shares of
Spire Common Stock from a selling shareholder, and provides for the purchase of
the shares of Spire Common Stock held by a shareholder in the event of death of
the shareholder and for the funding of such purchase by insurance proceeds.
Following the completion of the transactions contemplated by the Exchange
Agreement, the Spire Shareholders Agreement will be terminated.

52
<PAGE>

ADOPTION OF AMACAN OPTION PLAN

GENERAL

The Amacan Resources Corporation Stock Amacan Option Plan (the "Amacan
Option Plan") was adopted by the Board of Directors on ____________, 1996. The
following description of the Amacan Option Plan does not purport to be complete
and is qualified in its entirety by reference to the full text of the Amacan
Option Plan.

DESCRIPTION OF THE AMACAN OPTION PLAN

PURPOSE. The purpose of the Amacan Option Plan is to promote the long-term
success of the Company and the creation of incremental stockholder value by (a)
encouraging directors and key employees of the Company and its subsidiaries to
focus on critical long-range objectives, (b) encouraging the attraction and
retention of key employees with exceptional qualifications, and (c) linking the
interests of key employees of the Company directly to stockholder interests
through increased stock ownership.

ADMINISTRATION. The Amacan Option Plan is administered by a committee (the
"Committee") of the Board of Directors consisting of a sufficient number of
disinterested members of the Board of Directors so as to qualify the Committee
to administer the Amacan Option Plan as contemplated by Rule 16b-3 promulgated
pursuant to the Exchange Act. The Committee will select the directors and
employees who are to receive awards under the Amacan Option Plan, determine the
amount, vesting requirements and other conditions of such awards, interpret the
Amacan Option Plan, execute agreements setting forth the terms of such awards
(each, a "Stock Award Agreement") and make all other decisions relating to the
operation of the Amacan Option Plan.

DURATION OF THE AMACAN OPTION PLAN. The Amacan Option Plan became
effective on March 1, 1996, subject to receipt of stockholders approval, and
will remain in effect until terminated by the Board of Directors, except that no
Incentive Option (as defined below) may be granted under the Amacan Option Plan
after March 1, 2006. Notwithstanding the termination of the Amacan Option Plan,
the Amacan Option Plan will continue in effect after such termination for
purposes of the administration of any Amacan Option Plan award granted at the
effective date of the termination of the Amacan Option Plan.

SHARES SUBJECT TO THE AMACAN OPTION PLAN. The Amacan Option Plan provides
for the issuance of Incentive Stock Options (the "Incentive Options"), as that
term is defined in Section 422 of the Code, nonqualified stock options which are
not governed by the provisions of Section 422 of the Code ("Nonqualified
Options") for shares of Amacan Common Stock (the Incentive Options and the
Nonqualified Options may be referred to collectively as the "Options"), certain
corresponding stock appreciation rights ("SARs"), restricted shares of Amacan
Common Stock ("Restricted Shares") and Stock Units (as defined below) or any
combination thereof (the various awards are referred to collectively as the
"Awards"). The maximum number of Options, Restricted Shares and Stock Units
that may be awarded under the Amacan Option Plan is currently 1,000,000., and
the maximum number of Options, Restricted Shares and Stock Units that may be
awarded to a single participant in any calendar year is 200,000. If any
Options, Restricted Shares or Stock Units are forfeited or if any Option
terminates for any reason before being exercised, then such Options, Restricted
Shares or Stock Units will again become available for Awards under the Plan.
Notwithstanding the above, if any Options are surrendered because corresponding
SARs are exercised, such Options will not become available again for Awards
under the Amacan Option Plan. Any Amacan Common Stock issued pursuant to the
Amacan Option Plan may be authorized but unissued shares or treasury shares. On
January 23, 1996, the high and low bid prices of the Amacan Common Stock in the
over-the-counter market, as reported by the National Quotation Bureau, were $.10
and $.03125, respectively.

In the event of a subdivision of the outstanding shares of Amacan Common
Stock, a declaration of a dividend payable in Amacan Common Stock, a declaration
of a dividend payable in a form other than Amacan Common Stock in an amount that
has a material effect on the price of the shares of Amacan Common Stock, a
combination or consolidation of the outstanding shares of Amacan Common Stock
(by reclassification or otherwise) into a lesser number of shares of Amacan
Common Stock, a recapitalization or similar occurrence (the occurrence of each
of which may be referred to as a "Capital Change"), the Committee will make
appropriate adjustments in the number of Options, Restricted Shares and Stock
Units available for future awards under the Amacan Option Plan.

53
<PAGE>

ELIGIBILITY. Awards may be granted only to directors of the Company and
employees of the Company and its subsidiaries that the Committee, in its sole
discretion, will determine to be key employees (the "Key Employees"). Members
of the Committee are not eligible to participate in the Amacan Option Plan.

OPTIONS. The Committee, in its sole discretion, may grant both Incentive
Options and Nonqualified Options from time to time. The Committee has complete
authority, subject to the terms of the Amacan Option Plan, to determine the
persons to whom and the time or times at which grants of Options will be made.
The Amacan Option Plan provides that the exercise price of Options, restrictions
upon the exercise of Options and restrictions on the transferability of shares
issued upon the exercise of Options, will be determined by the Committee in its
sole discretion, except that (i) the exercise price of any Incentive Option will
not be less than the fair market value of a share of Amacan Common Stock as of
the date of the grant, and (ii) in the case of an Incentive Option granted to
any individual who, at the time that the Incentive Option is granted, owns more
than ten percent of the total combined voting power of all classes of stock of
the Company or any of its subsidiaries (a "Restricted Stockholder"), the
exercise price of such Incentive Option will not be less than 110% of the fair
market value, determined pursuant to the Amacan Option Plan, of a share of
Amacan Common Stock as of the date on which the Option is granted. The
Committee, in its sole discretion, will determine the time or times when each
Option vests and becomes exercisable. The term of an Incentive Option, however,
may not be more than ten years from the date of grant and the term of any
Incentive Option granted to a Restricted Stockholder may not be more than five
years from the date of grant. During the lifetime of the employee receiving the
Option (the "Optionee"), the Option will be exercisable only by the Optionee and
will not be assignable or transferrable. Each Option will become exercisable in
such installments, at such time or times, and is subject to such conditions, as
the Committee, in its discretion, may determine at or before the time the Option
is granted. The Committee may provide for the accelerated exercisability of an
Option in the event of the death, disability or retirement of the Optionee.
Unless otherwise provided by the Committee, all Options will terminate ninety
days after the termination of the employment of an Optionee, unless the
Optionee's employment was terminated for cause, in which event the Options will
immediately terminate upon the termination of such Optionee's employment.

PAYMENT. The exercise price of Options granted under the Amacan Option
Plan will be payable at the time of exercise in cash or, in the discretion of
the Committee, in shares of Amacan Common Stock or other forms approved by the
Committee. In the case of an Incentive Option, payment will be made only
pursuant to the express provisions with regard to exercise that the Committee
determines to include in the applicable Stock Award Agreement. Any payment
method approved by the Committee must be consistent with applicable law,
regulations and rules as well as the terms and conditions of the Plan.

STOCK APPRECIATION RIGHTS. In connection with the grant of any Option, the
Committee, in its sole discretion, may also grant an SAR, which will relate to a
specific Option granted to the Optionee. Such SAR will entitle the Optionee to
surrender to the Company, unexercised, all or any part of that portion of the
Option which then is exercisable and to receive from the Company an amount equal
to the difference between the aggregate exercise price of the shares of Amacan
Common Stock subject to the Option and the fair market value, as determined
under the Amacan Option Plan, of such shares on the date of such exercise.
Payment by the Company of any amount owing pursuant to the exercise of an SAR
may be made in shares of Amacan Common Stock, cash, or any combination of cash
and shares, as determined in the sole discretion of the Committee. The
determination of the Committee to include an SAR in an Incentive Option may be
made only at the time of the grant of the Incentive Option. The Committee may
include an SAR in a Nonqualified Option at the time of the grant, and any time
thereafter until six months before the expiration of the Nonqualified Option.

An SAR may be exercised only to the extent the Option to which it is
applicable is exercisable and may not be exercised unless both the SAR and the
related Option have been outstanding for more than six months. If, on the date
an Option expires, the exercise price of the Option is less than the fair market
value of the shares of Amacan Common Stock on such date, then any SARs included
in such Option will automatically be deemed to be exercised as of such date with
respect to any portion of such Option that has not been exercised or
surrendered.

RESTRICTED SHARES. The Committee may grant shares of Amacan Common Stock
which are subject to vesting conditions as an Award under the Amacan Option Plan
(the "Restricted Shares"). The award of Restricted Shares may be made at any
time and for any year of the Amacan Option Plan. The Restricted Shares will
become vested,

54
<PAGE>

in full or in installments, upon satisfaction of the conditions specified in the
Stock Award Agreement. The Committee will select the vesting conditions, which
may be based upon the recipient's service and/or performance, the Company's
performance, or such other criteria as the Committee may adopt. The Stock Award
Agreement may also provide for accelerated vesting in the event of the
recipient's death, disability or retirement. A recipient of Restricted Shares,
as a condition to the grant of such Restricted Shares, may be required to pay
the Company, in cash, an amount equal to the par value of the Restricted Shares.
The holders of Restricted Shares will have the same voting, dividend and other
rights as the Company's other stockholders.

STOCK UNITS. A Stock Unit is an unfunded and unsecured bookkeeping entry
representing the equivalent of one share of Amacan Common Stock which is subject
to certain vesting conditions (a "Stock Unit"). Holders of Stock Units have no
voting rights or other rights of a stockholder, but are entitled to receive
"Dividend Equivalents" in an amount equal to the amount of cash dividends paid
on the number of shares of Amacan Common Stock represented by the Stock Units
while the Stock Units are outstanding. Stock Units and corresponding Dividend
Equivalents will be settled at a time determined by the Committee and may be
paid, in the discretion of the Committee, in the form of cash, shares of Amacan
Common Stock or a combination thereof.

Stock Units may be awarded in combination with Restricted Shares or
Nonqualified Options, and the Committee may provide that the Stock Units will be
forfeited in the event that the related Nonqualified Options are exercised. No
cash consideration will be required for an award of a Stock Unit. The Committee
may grant Stock Units at anytime during the term of the Amacan Option Plan. The
Committee will, in its sole discretion, select the vesting conditions for each
award of a Stock Unit. The vesting conditions may be based upon the recipient's
service or performance, the Company's performance, or such other criteria that
the Committee may adopt.

AMENDMENTS TO AMACAN OPTION PLAN. The Board of Directors may, at any time
and for any reason, amend or terminate the Amacan Option Plan. Any amendment to
the Amacan Option Plan, however, will be subject to the approval of the
Company's stockholders to the extent required by applicable laws, regulations or
rules. No amendment, suspension or termination of the Amacan Option Plan will
affect an Award granted on or at the effective date of such amendment.

GENERAL PROVISIONS. Neither the Amacan Option Plan nor the grant of any
Award thereunder will be deemed to give any individual the right to remain
employed by the Company or any of its subsidiaries. The Amacan Option Plan will
not inhibit the Company's ability to terminate or modify the terms of the
employment of any employee at anytime, with or without cause. Participants in
the Amacan Option Plan will have no rights with respect to dividends, voting or
any other privileges accorded to the Company's stockholders at the issuance of
stock certificates for shares of Amacan Common Stock. Recipients of Options
under the Amacan Option Plan will have no obligation to exercise such Options.
Participants in the Amacan Option Plan will not have any rights or interest
under the Plan in any Option or shares of the Amacan Common Stock prior to the
grant of an Option, Restricted Share or Stock Unit to such participant.

FEDERAL INCOME TAX CONSEQUENCES

The following tax discussion is a brief summary of federal income tax law
applicable to the Amacan Option Plan. The discussion is intended solely for
general information and omits certain information which does not apply generally
to all participants in the Amacan Option Plan.

INITIAL GRANT OF OPTIONS AND STOCK APPRECIATION RIGHTS. A recipient of
Options, whether Nonqualified Options or Incentive Options, or SARs incurs no
income tax liability, and the Company obtains no deduction, from the grant of
Options or SARs.

INCENTIVE OPTIONS. The holder of an Incentive Option will not be subject
to federal income tax upon the exercise of the Incentive Option, and the Company
will not be entitled to a tax deduction by reason of such exercise, provided
that the holder is still employed by the Company (or terminated employment no
longer than three months before the exercise date). Additional exceptions to
this exercise timing requirement apply upon the death or disability of the
Optionee. A sale of the shares of Amacan Common Stock received upon the
exercise of an Incentive Option which occurs both more than one year after the
exercise of the Incentive Option and more than

55
<PAGE>

two years after the grant of the Incentive Option will result in the realization
of long-term capital gain or loss to the Optionee in the amount of the
difference between the amount realized on the sale and the exercise price for
such shares. Generally, upon a sale or disposition of the shares prior to the
foregoing holding requirements (referred to as a "disqualifying disposition"),
the Optionee will recognize ordinary compensation income, and the Company will
receive a corresponding deduction, equal to the lesser of (i) the excess of the
fair market value of the shares on the date of transfer to the Optionee over the
exercise price, or (ii) the excess of the amount realized on the disposition
over the exercise price.

The excess of the fair market value of the shares of Amacan Common Stock at
the time of the exercise of an Incentive Stock Option over the Option price will
increase the Optionee's alternative minimum taxable income subject to the
alternative minimum tax, unless a subsequent disqualifying disposition occurs in
the same taxable year of the Optionee in which the Amacan Common Stock was
purchased.

NONQUALIFIED OPTIONS. Upon the exercise of a Nonqualified Option, the
amount by which the fair market value of the shares of Amacan Common Stock on
the date of exercise exceeds the exercise price will be taxed to the Optionee as
ordinary compensation income. The Company will generally be entitled to a
deduction in the same amount, provided it satisfies certain requirements
relating to the terms of the option and makes all required wage withholdings on
the compensation element attributable to the exercise. In general, the
Optionee's tax basis in the shares acquired by exercising a Nonqualified Option
is equal to the fair market value of such shares on the date of exercise. Upon
a subsequent sale of any such shares in a taxable transaction, the Optionee will
realize capital gain or loss in an amount equal to the difference between his or
her basis in the shares and the sale price.

RESTRICTED SHARES. The recipient of an award of Restricted Shares will be
required to recognize income in the first year that (i) the Restricted Shares
become transferable by the recipient, or (ii) the Restricted Shares are not
subject to a substantial risk of forfeiture. The various vesting conditions
imposed upon the Restricted Shares in the applicable Stock Award Agreement will
determine if the Restricted Shares are subject to a substantial risk of
forfeiture. The amount of income that must be recognized in connection with a
grant of Restricted Shares will be equal to the difference between the fair
market value of the Restricted Shares in the year that income is recognized and
the value paid by the recipient for the Restricted Shares. The income
recognized will be taxed as ordinary income. The tax basis in the Restricted
Shares will be the value paid by the recipient plus any income recognized by the
recipient.

A recipient may elect to recognize income in the year he or she receives an
award of Restricted Shares even if the Restricted Shares are non-transferable
and subject to a substantial risk of forfeiture. The recipient will recognize
as income the difference between the fair market value of the Restricted Shares
and the value paid for such Restricted Shares. The tax basis in the Restricted
Shares will be the value paid by the recipient plus any income recognized by the
recipient. By making such election, the recipient can defer recognizing as
income the increase in value of the Restricted Shares during such period until
the Restricted Shares are sold or transferred. Upon the subsequent sale of any
Restricted Shares in a taxable transaction, the recipient will realize capital
gain or loss (long-term or short-term, depending on whether the Restricted
Shares were held for more than twelve months before the sale) in an amount equal
to the difference between his or her basis in the Restricted Shares and the sale
price.

STOCK UNITS AND STOCK APPRECIATION RIGHTS. Upon the exercise of an SAR
and/or the payment of Stock Units and corresponding Dividend Equivalents, a
participant under the Amacan Option Plan will recognize ordinary compensation
income in the amount of both the cash and the fair market value of the shares of
Amacan Common Stock received upon the exercise of the SAR or the payment of the
Stock Unit and Dividend Equivalent, and generally the Company will be entitled
to a corresponding deduction. In the event the participant receives shares of
Amacan Common Stock upon the exercise of the SAR or the payment of the Stock
Unit or Dividend Equivalent, any shares so acquired will have a tax basis equal
to their fair market value on the date of such exercise or payment, and the
holding period of the shares will commence on the day following that date. Upon
a subsequent sale of such shares, the participant will recognize capital gain or
loss (long-term or short-term, depending on whether the shares were held for
more than twelve months before the sale) in an amount equal to the difference
between his or her basis in the shares and the sale price.

56
<PAGE>

WITHHOLDING TAX OBLIGATIONS. To the extent required by applicable federal,
state, local or foreign law, the recipient of any payment or distribution under
the Amacan Option Plan will make arrangements satisfactory to the Company for
the satisfaction of any withholding tax obligations that arise by reason of such
payment or distribution. The Company will not be required to make such payment
or distribution until such obligations are satisfied. The Committee may permit
an Amacan Option Plan participant who exercises a Nonqualified Option to satisfy
all or part of his or her withholding tax obligation by having the Company
withhold a portion of the Amacan Common Stock that otherwise would be issued to
the participant under such Nonqualified Option.

APPROVAL OF AMACAN OPTION PLAN

Approval of the Amacan Option Plan requires the affirmative vote of a
majority of the shares of Amacan Common Stock represented at the Special Meeting
and entitled to vote.

CERTAIN INTERESTS OF DIRECTORS

In considering the recommendation of the Board of Directors with respect to
the Amacan Option Plan, stockholders should be aware that the members of the
Board of Directors have certain interests which may present them with conflicts
of interest in connection with such proposal. As discussed above, all
directors, except those who may be serving as members of the Committee, are
eligible to participate in the Amacan Option Plan.

The Board of Directors recognizes that adoption of the proposed amendment
to the Amacan Option Plan may benefit individual directors of the Company and
their successors, but it believes that approval of the Amacan Option Plan will
strengthen the Company's ability to continue to attract, motivate and retain
qualified employees, officers and directors. Furthermore, the Board of
Directors believes that approval of the Amacan Option Plan will advance the
interests of the Company and its stockholders by encouraging directors and Key
Employees to make significant contributions to the long-term success of the
Company. The Board of Directors believes that the Amacan Option Plan is in the
best interests of the Company and its stockholders, and therefore, unanimously
recommends a vote FOR the proposal to approve the Amacan Option Plan. In
considering the foregoing recommendation of the Board of Directors, stockholders
should be aware that the current members of the Board of Directors own, in the
aggregate, approximately 34% of the shares of the Amacan Common Stock
outstanding as of January 23, 1996. See "VOTING SECURITIES OF THE COMPANY AND
PRINCIPAL HOLDERS THEREOF."

57
<PAGE>

PRINCIPAL ACCOUNTANTS

Tanner+Co. has acted as the principal accountants for the Company since
July, 1995. KPMG Peat Marwick, LLP has acted as the principal accountants for
the Spire Companies since October, 1995. The Company anticipates that one or
more representatives of Tanner+Co. and KPMG Peat Marwick, LLP will be present at
the Special Meeting and will have an opportunity to make statements if they so
desire and will be available to respond to appropriate questions.

58
<PAGE>

ADDITIONAL INFORMATION

A copy of the Exchange Agreement is attached to this Information Statement
as Exhibit A and is incorporated herein by reference. This Information
Statement does not contain all of the information set forth in the Exchange
Agreement and any schedules and exhibits thereto. Statements contained in this
Information Statement as to the contents of the Exchange Agreement and any
contract, document, agreement or transaction attached or related thereto are not
necessarily complete, and are qualified in their entirety by reference to the
actual and complete contract, document, agreement or transaction, copies of
which may be obtained from the Company. Requests for such copies should be
addressed to Amacan Resources Corporation, 1399 South Seventh East, No. 9, Salt
Lake City, Utah 84105.

OTHER MATTERS

The Board of Directors of the Company does not intend to bring any other
matters before the Special Meeting and is not aware of any other matters that
may be brought before the Special Meeting by others.

BY ORDER OF THE BOARD OF DIRECTORS

<PAGE>

AGREEMENT AND
PLAN OF REORGANIZATION

among

AMACAN RESOURCES CORPORATION

and

SPIRE TECHNOLOGIES, INC.

and

SPIRE TECHNOLOGIES SYSTEMS DIVISION, INC.

and

THE HOLDERS OF THE COMMON STOCK OF SPIRE
TECHNOLOGIES, INC. AND SPIRE TECHNOLOGIES SYSTEMS DIVISION, INC.

<PAGE>

________________________________________________________________________________
TABLE OF CONTENTS
________________________________________________________________________________

ARTICLE PAGE

ARTICLE I DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE II THE SHARE EXCHANGE. . . . . . . . . . . . . . . . . . . 4

ARTICLE III CONVERSION OF SECURITIES; EXCHANGE OF CERTIFICATES. . . 6

ARTICLE IV REPRESENTATIONS, COVENANTS AND WARRANTIES
OF SPIRE AND SPIRE SYSTEMS. . . . . . . . . . . . . . . 8

ARTICLE V REPRESENTATIONS, COVENANTS AND WARRANTIES
OF AMACAN . . . . . . . . . . . . . . . . . . . . . . . 17

ARTICLE VI SPECIAL COVENANTS TO BE SATISFIED PRIOR
TO CLOSING. . . . . . . . . . . . . . . . . . . . . . . 25

ARTICLE VII CONDITIONS PRECEDENT TO OBLIGATIONS OF
AMACAN. . . . . . . . . . . . . . . . . . . . . . . . . 30

ARTICLE VIII CONDITIONS PRECEDENT TO OBLIGATIONS
OF SPIRE AND SPIRE SYSTEMS. . . . . . . . . . . . . . . 32

ARTICLE IX GENERAL PROVISIONS. . . . . . . . . . . . . . . . . . . 34

EXHIBITS

Exhibit A - Articles of Share Exchange

SCHEDULES
- ---------
Spire Disclosure Schedules

Amacan Disclosure Schedules

<PAGE>

AGREEMENT AND PLAN OF REORGANIZATION

THIS AGREEMENT AND PLAN OF REORGANIZATION (the "AGREEMENT"), is entered
into this 23nd day of January, 1996, by and among SPIRE TECHNOLOGIES, INC., a
Utah corporation ("SPIRE"); SPIRE TECHNOLOGIES SYSTEMS DIVISION, INC., a Utah
corporation ("SPIRE SYSTEMS"); AMACAN RESOURCES CORPORATION, a Utah corporation
("AMACAN"); and GARY B. GODFREY AND KARIE GODFREY, TRUSTEES OF THE GARY B.
GODFREY FAMILY REVOCABLE TRUST DATED JULY 1, 1993, RITA S. YATES AND DOUGLAS D.
YATES, TRUSTEES OF THE RITA S. YATES FAMILY REVOCABLE TRUST DATED JULY 1, 1993,
JEFFREY L. WEBSTER, an individual, BRIAN W. BRAITHWAITE, an individual, ROBERT
K. BENCH, an individual, and WILLIAM A. FRESH, an individual (collectively, the
"SPIRE STOCKHOLDERS"); based on the following:

PREMISES

A. The Spire Stockholders are the owners of all of the issued and
outstanding shares of the capital stock of Spire and Spire Systems. It is the
intention of the parties to this Agreement that all of the issued and
outstanding shares of the capital stock of Spire and Spire Systems shall be
acquired by Amacan in exchange solely for voting stock of Amacan.

B. The respective Boards of Directors of Spire, Spire Systems and Amacan
have determined that the exchange and conversion (the "SHARE EXCHANGE") by the
Spire Stockholders of all of the shares of the capital stock of Spire and Spire
Systems for 3,501,883 shares of the common stock of Amacan, $0.25 par value, on
the terms and subject to the conditions set forth in this Agreement, would be
advantageous and beneficial to their respective corporations and stockholders.

C. For United States federal income tax purposes, the parties intend that
the Share Exchange qualify as a reorganization under Section 368(a)(1)(B) of the
Internal Revenue Code of 1986, as amended.

AGREEMENT

NOW, THEREFORE, on the stated premises, which are incorporated herein by
reference, and for and in consideration of the mutual covenants, agreements and
representations hereinafter set forth and the mutual benefits to the parties to
be derived herefrom, Spire, Spire Systems, Amacan and the Spire Stockholders
hereby agree as follows:

ARTICLE I
DEFINITIONS

When used herein, the following terms shall have the meanings indicated:

Section 1.01 AFFILIATE. "Affiliate" of any specified Person means any
other Person, directly or indirectly, controlling or controlled by or under
direct or indirect common control with such specified Person. For the purposes
of this definition, "control" when used with respect to any Person means the
power to direct the management and policies of such Person, directly or
indirectly, whether through the ownership of voting securities, by contract or
otherwise; and the terms "controlling" and "controlled" have meanings
correlative to the foregoing.

<PAGE>

Section 1.02 AMACAN. Amacan Resources Corporation, a Utah corporation.

Section 1.03 AMACAN BALANCE SHEET. The balance sheet of Amacan, dated
October 31, 1995, included in the Amacan Schedules and described in Section
5.05(c).

Section 1.04 AMACAN COMMON STOCK. The shares of common stock of Amacan,
$.25 par value.

Section 1.05 AMACAN INDUSTRIES. Amacan Industries Corporation, a Utah
corporation.

Section 1.06 AMACAN INTELLECTUAL PROPERTY RIGHTS. "Amacan Intellectual
Property Rights" shall have the meaning set forth in Section 5.19.

Section 1.07 AMACAN SCHEDULES. The Amacan Disclosure Schedules described
in Section 5.21.

Section 1.08 ARTICLES OF EXCHANGE. The Articles of Share Exchange
executed by Spire, Spire Systems and Amacan, respectively, substantially in the
form attached hereto as Exhibit A and incorporated herein by this reference.

Section 1.09 BUSINESS CONDITION. "Business Condition" with respect to
any Person shall mean the business, financial condition, results of operation,
properties and assets of such Person.

Section 1.10 CLOSING. "Closing" shall have the meaning set forth in
Section 2.03.

Section 1.11 CLOSING DATE. "Closing Date" shall have the meaning set
forth in Section 2.03.

Section 1.12 CODE. The Internal Revenue Code of 1986, as amended.

Section 1.13 DIVISION. The Utah Department of Commerce, Division of
Corporations and Commercial Code.

Section 1.14 EFFECTIVE DATE AND EFFECTIVE TIME . "Effective Date" and
"Effective Time" shall have the respective meanings set forth in Section 2.02.

Section 1.15 ENVIRONMENTAL LAWS. "Environmental Laws" shall mean any and
all laws, statutes, ordinances, judgments, injunctions, decrees, regulations,
rules and orders of any Governmental Authority relating to pollution or the
protection of human health or the environment or to emissions, discharges,
releases or threatened releases of any substance that is regulated by any
Governmental Authority or that has been designated by any Governmental Authority
to be toxic, hazardous, radioactive or otherwise a danger to health or the
environment.

Section 1.16 ERISA. The Employee Retirement Income Security Act of 1974,
as amended.

Section 1.17 EXCHANGE ACT. The Securities Exchange Act of 1934, as
amended.

Section 1.18 GAAP. "GAAP" means generally accepted accounting principles
set forth in the opinions and pronouncements of the Accounting Principles Board
of the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting

<PAGE>

Standards Board or in such other statements by such other entity as have been
approved by a significant segment of the accounting profession, which are in
effect on the date of this Agreement.

Section 1.19 GOVERNMENTAL AUTHORITY. "Governmental Authority" means any
federal, state, local or foreign court or governmental, administrative or
regulatory authority or agency.

Section 1.20 HAZARDOUS MATERIAL . "Hazardous Material" shall mean any
substance that is regulated by any Governmental Authority or that has been
designated by any Governmental Authority to be radioactive, toxic, hazardous or
otherwise a danger to health or the environment.

Section 1.21 INFORMATION STATEMENT. The Information Statement of Amacan
described in Section 5.13.

Section 1.22 PERSON. "Person" means any individual, partnership,
corporation, limited liability company, joint venture, association, joint-stock
company, trust, unincorporated organization, government or agency or political
subdivision thereof, or other entity.

Section 1.23 RULE 144. Rule 144 promulgated pursuant to the Securities
Act.

Section 1.24 SEC. The United States Securities and Exchange Commission.

Section 1.25 SECURITIES ACT. The Securities Act of 1933, as amended.

Section 1.26 SHARE EXCHANGE. "Share Exchange" shall have the meaning set
forth in Premise B.

Section 1.27 SPIRE. Spire Technologies, Inc., a Utah corporation.

Section 1.28 SPIRE BALANCE SHEETS. The combined balance sheets of Spire
and Spire Systems, dated October 31, 1995, included in the Spire Schedules and
described in Section 4.05(c).

Section 1.29 SPIRE COMMON STOCK. The shares of common stock of Spire,
$.01 par value.

Section 1.30 SPIRE EXCHANGE RATIO. "Spire Exchange Ratio" shall have the
meaning set forth in Section 3.01(b).

Section 1.31 SPIRE INTELLECTUAL PROPERTY RIGHTS. "Spire Intellectual
Property Rights" shall have the meaning set forth in Section 4.19.

Section 1.32 SPIRE OPTION. "Spire Option" shall have the meaning set
forth in Section 3.03.

Section 1.33 SPIRE OPTION PLAN. The Spire 1995 Stock Option and Award
Plan adopted and maintained by Spire.

Section 1.34 SPIRE SCHEDULES. The Spire Disclosure Schedules described
in Section 4.21.

Section 1.35 SPIRE STOCKHOLDERS. The individuals and trusts identified
on the signature page hereof, who own collectively all of the issued and
outstanding shares of the capital stock of Spire and Spire Systems in the
respective amounts set forth on the signature page hereof.

<PAGE>

Section 1.36 SPIRE SYSTEMS. Spire Technologies Systems Division, Inc., a
Utah corporation.

Section 1.37 SPIRE SYSTEMS COMMON STOCK. The shares of common stock of
Spire Systems, no par value.

Section 1.38 SPIRE SYSTEMS EXCHANGE RATIO. "Spire Systems Exchange
Ratio" shall have the meaning set forth in Section 3.01(c).

Section 1.39 STOCKHOLDERS' MEETING. The special meeting of stockholders
of Amacan described in Section 5.13.

Section 1.40 SUBSIDIARY. "Subsidiary" means any corporation with respect
to which a specified Person (or a Subsidiary thereof) owns a majority of the
common stock or has the power to vote or direct the voting of sufficient
securities to elect a majority of directors.

Section 1.41 UTAH ACT. The Utah Revised Business Corporation Act.

ARTICLE II
THE SHARE EXCHANGE

Section 2.01 EXCHANGE. Subject to the terms and conditions of this
Agreement and the Articles of Exchange, Amacan will acquire all of the issued
and outstanding shares of the capital stock of Spire and Spire Systems in
exchange solely for shares of Amacan Common Stock. The Articles of Exchange
provide, among other things, the mode of effecting the Share Exchange and the
manner and basis of converting each issued and outstanding share of capital
stock of Spire and Spire Systems into shares of Amacan Common Stock. The total
consideration for the acquisition by Amacan of all of the capital stock of Spire
and Spire Systems, subject to all of the terms, covenants, and conditions set
forth herein, shall consist of 3,501,883 shares of Amacan Common Stock.

Section 2.02 EFFECTIVE TIME. Subject to the provisions of this Agreement
and the Articles of Exchange, the Articles of Exchange, together with all
required exhibits and attachments, shall be filed with the Division in
accordance with the Utah Act on the Closing Date. The Share Exchange shall
become effective upon confirmation of such filing of the Articles of Exchange
and such other exhibits and attachments (the time of such filing being referred
to hereinafter as the "EFFECTIVE TIME" and the date of such filing being
referred to hereinafter as the "EFFECTIVE DATE").

Section 2.03 CLOSING. The Closing of the Share Exchange and the other
transactions contemplated herein (the "CLOSING") shall be on a date and at such
time on or prior to March 15, 1996, as the parties may agree (the "CLOSING
DATE"), following the satisfaction of every material term, covenant or condition
set forth herein that is required to be satisfied prior to Closing.

Section 2.04 CLOSING EVENTS. At the Closing,

(a) the parties hereto shall execute and deliver copies of the
Articles of Exchange and all other documents necessary to effectuate the Share
Exchange. All forms shall be acceptable to the parties hereto and their
respective legal counsel and the Articles of Exchange shall be filed with the
Division in accordance with the Utah Act;

<PAGE>

(b) as contemplated pursuant to Section 3.02, the Spire Stockholders
shall transfer and deliver to Amacan certificates evidencing all of the issued
and outstanding shares of Spire Common Stock and Spire Systems Common Stock,
constituting all of the capital stock of Spire and Spire Systems, Amacan shall
obtain and possess all rights in respect thereof, and Spire and Spire Systems
shall become wholly-owned subsidiaries of Amacan;

(c) each of the respective parties hereto shall execute, acknowledge
and deliver (or shall cause to be executed, acknowledged and delivered) any and
all articles of share exchange, certificates, opinions, financial statements,
schedules, agreements, resolutions, rulings or other instruments required by
this Agreement to be so delivered at or prior to the Closing, together with such
other items as may be reasonably requested by the parties hereto and their
respective legal counsel in order to effectuate or evidence the transactions
contemplated hereby;

(d) in addition to the foregoing, each of the parties shall execute
and deliver such additional documents as may reasonably be required in order to
effectuate the transactions herein contemplated in accordance with the
requirements of Section 368(a)(1)(B) of the Code and shall treat such
transactions for all tax purposes consistently with the other parties' treatment
thereof and with such other characterization as a reorganization under such Code
section.

Section 2.05 EFFECT OF SHARE EXCHANGE. At the Effective Time, the Share
Exchange shall have the effects set forth in the Utah Act. Without in any
manner limiting the generality of the foregoing, and subject thereto, (a) the
Spire Stockholders shall acquire 3,501,883 shares of Amacan Common Stock, (b)
Spire and Spire Systems shall become wholly-owned Subsidiaries of Amacan, and
(c) Amacan shall change its name to Spire Technologies International Corporation
or such other name as Amacan, Spire and Spire Systems shall mutually agree.

Section 2.06 TERMINATION

(a) This Agreement, the Share Exchange and the other
transactions contemplated hereby may be terminated at any time prior to the
Effective Time:

(i) by the mutual consent of Amacan, Spire and Spire
Systems through action of their respective Boards of Directors; or

(ii) by any of Amacan, Spire or Spire Systems if the Share
Exchange shall not have become effective prior to April 15, 1996, or such
later date as shall have been approved by the Boards of Directors of each
of Amacan, Spire and Spire Systems.

In the event of termination pursuant to this Section 2.06(a), no
obligation, right, remedy or liability shall arise hereunder, and Amacan, Spire
and Spire Systems shall each bear its own costs incurred in connection with the
preparation and execution of this Agreement, the preparation and review of
financial statements required to be delivered pursuant hereto, and the
negotiation of the transactions contemplated hereby.

(b) This Agreement, the Share Exchange and the other
transactions contemplated hereby may be terminated at any time prior to the
Effective Time by action of the Amacan Board of Directors if Spire or Spire
Systems shall fail to comply in any material respect with any of its covenants
or agreements contained in this Agreement or if any of the representations or
warranties of Spire or Spire Systems contained herein shall be inaccurate in any
material respect. In the event of termination pursuant to this Section 2.06(b),
no obligation, right, remedy or liability shall arise

<PAGE>

hereunder, except that each of Spire and Spire Systems shall bear all of its own
costs and Spire and Spire Systems shall promptly reimburse Amacan for all
reasonable costs incurred by Amacan in connection with the preparation and
execution of this Agreement, the preparation and review of financial statements
required to be delivered pursuant hereto, and the negotiation of the
transactions contemplated hereby.

(c) This Agreement, the Share Exchange and the other
transactions contemplated hereby may be terminated at any time prior to the
Effective Time by joint action of the Boards of Directors of Spire and Spire
Systems if Amacan shall fail to comply in any material respect with any of its
covenants or agreements contained in this Agreement or if any of the
representations or warranties of Amacan contained herein shall be inaccurate in
any material respect. In the event of termination pursuant to this Section
2.06(c), no obligation, right, remedy or liability shall arise hereunder, except
that Amacan shall bear all of its own costs and shall promptly reimburse Spire
and Spire Systems for all reasonable costs incurred by them in connection with
the preparation and execution of this Agreement, the preparation and review of
financial statements required to be delivered pursuant hereto, and the
negotiation of the transactions contemplated hereby.

Section 2.07 ACCOUNTING FOR TRANSACTIONS. This transaction will be
accounted for as a purchase transaction.

Section 2.08 POST-CLOSING COVENANTS.

(a) Subsequent to the Closing Date, Amacan shall timely file
with the SEC a Current Report on Form 8-K with respect to the consummation of
the transactions contemplated by this Agreement in accordance with the
requirements of Sections 13 and 15 of the Exchange Act.

(b) For a period of at least three years following the Closing
Date, Amacan will at all times comply with all reporting requirements of the
Exchange Act, including timely filing of all periodic reports required under the
Exchange Act and the rules and regulations promulgated thereunder, in order to
make available to the holders of the Amacan Common Stock the provisions of Rule
144 for the resale of the Amacan Common Stock.

(c) Promptly following the Closing Date, the directors and
officers of Amacan shall resign and the Spire Stockholders shall designate five
individuals, including one individual designated by the current Board of
Directors of Amacan, to serve as members of the Amacan Board of Directors with
terms expiring at the 1996 annual meeting of stockholders. Upon such
designation of new members of the Amacan Board of Directors, the new Amacan
Board of Directors shall appoint persons to serve as officers of Amacan in
accordance with the Utah Act and the Articles of Incorporation and Bylaws of
Amacan.

ARTICLE III
CONVERSION OF SECURITIES; EXCHANGE OF CERTIFICATES

Section 3.01 CONVERSION OF SECURITIES. As more fully set forth in the
Articles of Exchange, as of the Effective Time, by virtue of the Share Exchange
and without any action on the part of the parties hereto:

(a) AMACAN COMMON STOCK; REVERSE SPLIT. Each share of Amacan
Common Stock issued and outstanding at the Effective Time shall continue to be
issued and outstanding. Each stock certificate of Amacan evidencing ownership
of any shares of Amacan Common Stock

<PAGE>

shall continue to evidence ownership of such shares of Amacan Common Stock. At
the Effective Time, Amacan shall consummate a reverse stock split pursuant to
which each issued and outstanding share of Amacan Common Stock will be reverse
split and converted into one-seventh (0.142857) of a share of Amacan Common
Stock. The other provisions set forth in this Agreement contemplate the
completion of such stock split and assume that such stock split is effective on
the date of execution hereof. The exchange ratios set forth in Section 3.01(b)
and (c) and the number of shares of Amacan Common Stock to be issued to the
Spire Stockholders pursuant to this Section 3.01 have been determined on a post-
split basis.

(b) SPIRE COMMON STOCK. The 87,386 shares of Spire Common Stock
issued and outstanding at the Effective Time, constituting all of the issued and
outstanding capital stock of Spire at the Effective Time, shall be exchanged and
converted, without any action on the part of the holders thereof, into an
aggregate of 3,100,333 shares of Amacan Common Stock, which constitutes an
exchange ratio of 35.4786 shares of Amacan Common Stock for each share of Spire
Common Stock to be exchanged (the "SPIRE EXCHANGE RATIO"). Prior to the
Effective Time, all shares of the capital stock of Spire that are owned directly
or indirectly by Spire, Spire Systems or any Affiliate of Spire other than the
Spire Stockholders shall be cancelled and no capital stock of Amacan or other
consideration shall be delivered in exchange therefor.

(c) SPIRE SYSTEMS COMMON STOCK. The 100,000 shares of Spire
Systems Common Stock issued and outstanding at the Effective Time, constituting
all of the issued and outstanding capital stock of Spire Systems at the
Effective Time, shall be exchanged and converted into an aggregate of 401,550
shares of Amacan Common Stock, when constitutes an exchange ratio of 4.0155
shares of Amacan Common Stock for each share of Spire Systems Common Stock to be
exchanged (the "SPIRE SYSTEMS EXCHANGE RATIO"). Prior to the Effective Time,
all shares of the capital stock of Spire Systems that are owned directly or
indirectly by Spire, Spire Systems or any Affiliate of Spire Systems other than
the Spire Stockholders shall be cancelled and no capital stock of Amacan or
other consideration shall be delivered in exchange therefor.

(d) ADJUSTMENT OF EXCHANGE RATIOS. If, between the date of this
Agreement and the Effective Time, (i) the outstanding shares of Amacan Common
Stock shall have been changed into a different number of shares or a different
class by reason of any reclassification, recapitalization, split-up, stock
dividend, stock combination, exchange of shares or readjustment (other than the
one-for-seven reverse stock split referred to in Section 3.01(a) above), or (ii)
Amacan shall, without consideration or for a consideration per share less than
the per share value of the shares of Amacan Common Stock to be issued to the
Spire Stockholders pursuant to Sections 3.01(b) and (c), issue shares of Amacan
Common Stock, the Spire Exchange Ratio and Spire Systems Exchange Ratio shall be
adjusted correspondingly.

(e) FRACTIONAL SHARES. No fractional shares of Amacan Common
Stock shall be issued in connection with the Share Exchange or the reverse split
of the Amacan Common Stock described in Section 3.01(a). If any holder of Spire
Common Stock or Spire Systems Common Stock would otherwise be entitled to a
fractional share of Amacan Common Stock on exchange of such shares or on the
consummation of such reverse split, Amacan shall round the number of shares of
Amacan Common Stock to be issued to such holder to the nearest whole share.
There will be no cash payments in lieu of fractional shares.

3.02 EXCHANGE OF CERTIFICATES.

<PAGE>

(a) AMACAN TO PROVIDE COMMON STOCK. At the Closing, Amacan
shall make available for exchange in accordance with this Article III, through
such reasonable procedures as Amacan may adopt, the shares of Amacan Common
Stock issuable pursuant to Section 3.01 in exchange for the shares of Spire
Common Stock and Spire Systems Common Stock to be exchanged by the Spire
Stockholders as contemplated hereby.

(b) RESTRICTIONS ON TRANSFER. The Amacan Common Stock issued
pursuant to the Share Exchange will not be registered under the Securities Act.
The Amacan Common Stock issued pursuant to the Share Exchange will not be
registered under the Securities Act and may not be sold, transferred, or
otherwise disposed of for value unless it is subsequently registered under the
Securities Act or an exemption from such registration is available. Each
certificate of Amacan Common Stock issued pursuant to the Share Exchange shall
be stamped or otherwise imprinted with a legend substantially in the following
form:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT") AND ARE "RESTRICTED SECURITIES" WITHIN THE MEANING
OF RULE 144 PROMULGATED UNDER THE SECURITIES ACT. THE SECURITIES HAVE
BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR TRANSFERRED
WITHOUT COMPLYING WITH RULE 144 IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION OR OTHER COMPLIANCE UNDER THE SECURITIES ACT.

3.03 CONVERSION OF STOCK OPTIONS. Upon the Closing, Amacan shall assume
each and every outstanding employee stock option for shares of Spire Common
Stock (a "SPIRE OPTION") issued pursuant to the Spire Option Plan and all
obligations of Spire under the Spire Option Plan relating to the Spire Options.
In furtherance of the foregoing obligation, Amacan shall reserve for issuance
upon the exercise of such assumed options not less than 650,000 shares of Amacan
Common Stock. Each and every assumed Spire Option (an "ASSUMED OPTION") shall
continue to be on the same terms and conditions of the corresponding Spire
Option except that (i) it will be exercisable for the number of whole shares of
Amacan Common Stock equal to the product obtained by multiplying the number of
shares of Spire Common Stock subject to such Spire Option immediately prior to
the Closing by the Spire Exchange Ratio and rounded down to the nearest whole
number and (ii) the per share exercise price for the shares of Amacan Common
Stock issuable upon exercise of an Assumed Option shall be determined by
dividing the per share exercise price under the corresponding Spire Option by
the Spire Exchange Ratio, and rounding the exercise price up to the nearest one-
hundredth of a cent. The right to receive any Assumed Option may not be
assigned or transferred in any manner except by operation of law, by will or by
the laws of descent, or as otherwise expressly provided under the Spire Option
Plan. Any attempted assignment in violation of this Section 3.03 shall be void.

ARTICLE IV
REPRESENTATIONS, COVENANTS AND WARRANTIES OF SPIRE AND SPIRE SYSTEMS

Except as specifically disclosed in the Spire Schedules which identify the
section of this Agreement to which the disclosure relates, as an inducement to,
and to obtain the reliance of, Amacan, each of Spire and Spire Systems
represents and warrants as follows:

<PAGE>

Section 4.01 ORGANIZATION. Each of Spire and Spire Systems is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Utah and has the corporate power to own all of its properties
and assets and to carry on its business in all material respects as it is now
being conducted, and there is no jurisdiction, domestic or foreign, in which it
is not so qualified in which the character and location of the assets owned by
it or the nature of the business transacted by it requires qualification, except
where failure to do so would not have a material adverse effect on its Business
Condition. Included in the Spire Schedules are complete and correct copies of
the Articles of Incorporation and Bylaws of each of Spire and Spire Systems as
in effect on the date hereof. The execution and delivery of this Agreement does
not, and the consummation of the transactions contemplated by this Agreement in
accordance with the terms hereof will not, violate any provision of the Articles
of Incorporation or Bylaws of Spire or Spire Systems.

Section 4.02 BINDING AGREEMENT. Each of Spire and Spire Systems has all
requisite corporate power and corporate authority to enter into this Agreement
and to consummate the transactions contemplated hereby. The execution and
delivery of this Agreement and the consummation of the transactions contemplated
hereby have been duly authorized by all requisite corporate action of Spire and
Spire Systems, respectively, and have been approved unanimously by the
stockholders of Spire and Spire Systems. This Agreement is a legal, valid and
binding obligation of Spire and Spire Systems, enforceable against each of them
in accordance with its terms, except as enforcement thereof may be limited by
general principles of equity and the effect of applicable bankruptcy,
insolvency, moratorium and other similar laws of general application relating to
or affecting creditor's rights generally, including, without limitation, the
effect of statutory or other laws regarding fraudulent conveyances and
preferential transfers. Included in the Spire Schedules is an accurate and
complete list of the stockholders of Spire and Spire Systems as of the date
hereof, stating the name, record address, and number of shares of Spire Common
Stock and Spire Systems Common Stock held by each.

Section 4.03 CAPITALIZATION. The authorized capitalization of Spire
consists solely of 100,000 shares of Common Stock, $.0.01 par value, of which
87,386 shares are currently issued and outstanding. The authorized
capitalization of Spire Systems consists solely of 1,000,000 shares of Common
Stock, no par value, of which 1,000 shares are currently issued and outstanding.
All issued and outstanding shares of Spire Common Stock and Spire Systems Common
Stock are validly authorized, legally issued, fully paid, nonassessable and not
issued in violation of the preemptive or other right of any Person. Spire
currently holds 12,614 shares of Spire Common Stock in its treasury. Except for
the Spire Options, with respect to which Spire has reserved for issuance upon
the exercise thereof 12,000 shares of Spire Common Stock (and 8,216 shares of
Spire Common Stock are currently issuable with respect thereto), there are no
options, warrants, calls, conversion rights, commitments or agreements of any
character to which Spire or Spire Systems is a party or by which Spire or Spire
Systems may be bound that obligates or may obligate Spire or Spire Systems to
issue, deliver or sell, or cause to be issued, delivered or sold, additional
shares of the capital stock of Spire or Spire Systems or that obligate or may
obligate Spire or Spire Systems to grant, extend or enter into any such option,
warrant, call, conversion right, commitment or agreement.

Section 4.04 SUBSIDIARIES AND PREDECESSORS. Neither Spire nor Spire
Systems has any direct or indirect equity interest in or loans to any
partnership, corporation, limited liability company, joint venture, business
association or other Person. Neither Spire nor Spire Systems has had, since its
inception, any predecessor, as that term is defined under generally accepted
accounting principles.

Section 4.05 FINANCIAL STATEMENTS; TAXES.

<PAGE>

(a) Included in the Spire Schedules are (i) an audited combined
balance sheet of Spire and Spire Systems as of April 30, 1995 and 1994, and
combined statements of income, changes in stockholders' equity, and cash flows
for the years ended April 30, 1995 and 1994, including the notes thereto, and
(ii) an unaudited combined balance sheet of Spire and Spire Systems as of
October 31, 1995 and the related unaudited statements of income, changes in
stockholders' equity and cash flows for the six months ended October 31, 1995
(collectively, the "SPIRE FINANCIAL STATEMENTS").

(b) All of the Spire Financial Statements have been prepared in
accordance with GAAP consistently applied throughout the periods involved. All
of such balance sheets present fairly, as of their respective dates, the
financial position of Spire and Spire Systems on such date. Neither Spire nor
Spire Systems had, as of the date of any such balance sheet, except as and to
the extent reflected or reserved against therein, any liabilities or obligations
(absolute or contingent) which should be reflected in a balance sheet or the
notes thereto prepared in accordance with GAAP and all assets reflected therein
present fairly the assets of Spire or Spire Systems, as the case may be, in
accordance with GAAP. The statements of income, stockholders' equity and cash
flows present fairly the information required to be set forth therein under
GAAP. Spire and Spire Systems maintain and will continue to maintain standard
systems of accounting established and maintained in a manner permitting the
preparation of financial statements in accordance with GAAP.

(c) Spire and Spire Systems have filed all tax returns and
reports as required by law, both in the U.S. and in any foreign countries in
which Spire or Spire Systems is doing business. All such returns and reports
are accurate and correct in all material respects. Neither Spire nor Spire
Systems has any liabilities with respect to the payment of any federal, state,
county, local, foreign or other taxes (including any deficiencies, interest or
penalties) accrued for or applicable to the periods ended on the dates of the
most recent combined balance sheets of Spire and Spire Systems included in the
Spire Schedules (collectively, the "SPIRE BALANCE SHEETS") and all such dates
and years and periods prior thereto and for which Spire or Spire Systems, as the
case may be, may at said dates have been liable, except for taxes accrued but
not yet due and payable. Included in the Spire Schedules are copies of the
federal and state income tax returns of Spire and Spire Systems filed since
1990, and any foreign returns filed by Spire, Spire Systems or any Affiliate of
Spire or Spire Systems during the same period. Except as set forth in the Spire
Schedules, none of such federal, state or foreign income tax returns has been
examined or is currently being examined by the Internal Revenue Service or any
other Governmental Authority. Neither Spire nor Spire Systems has made any
election pursuant to the Code (other than elections which relate solely to
methods of accounting, depreciation or amortization) which would have a material
adverse effect on Spire or Spire Systems, as the case may be, or their
respective Business Conditions. There are no outstanding agreements or waivers
extending the statutory period of limitation applicable to any tax return of
Spire or Spire Systems.

(d) The books and records, financial and otherwise, of Spire and
Spire Systems are in all material respects complete and correct and have been
made and maintained in accordance with sound business and bookkeeping practices
and, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of Spire and Spire Systems. Each of Spire and Spire
Systems has maintained a system of internal accounting controls sufficient to
provide reasonable assurances that (i) transactions have been and are executed
in accordance with management's general or specific authorization; (ii)
transactions are recorded as necessary to permit the preparation of financial
statements in conformity with GAAP and to maintain accountability for assets;
(iii) access to assets is permitted only in accordance with management's general
or specific

<PAGE>

authorization; and (iv) the recorded accountability for assets is compared with
the existing assets at reasonable intervals, and appropriate action is taken
with respect to any differences.

(e) Except as set forth in the Spire Balance Sheets or in the
notes thereto, (i) Spire and Spire Systems have good and marketable title to
their respective accounts receivable, and all other debts due or recorded in the
records and books of account of Spire and Spire Systems, free of any security
interests or liens and free of any material defenses, counterclaims and set-
offs; (ii) all such accounts receivable, invoices and debts are actual and bona
fide amounts due Spire or Spire Systems, as the case may be, for the total
dollar amount thereof shown on the books of Spire or Spire Systems, as the case
may be, and resulted from the regular course of their respective businesses; and
(iii) the accounts receivable, invoices and debts set forth on the Spire Balance
Sheets arose in the ordinary course of business and are collectible in full in
all material respects on the continuation of reasonable collection efforts by
personnel of Spire or Spire Systems, as the case may be, and without resorting
to litigation and in any event not later than 90 days after the date billed.
Included in the Spire Schedules is a compete and accurate list of all accounts
receivable of Spire and Spire Systems as of November 30, 1995.

(f) The inventories of Spire and Spire Systems shown on the
Spire Balance Sheets were valued at cost (determined on a first-in, first-out
basis) or market, whichever is lower, with proper allowances for obsolescence,
in accordance with GAAP. Such inventories consist of items which Spire and
Spire Systems believe are of quality and quantity readily usable or saleable in
the ordinary course of business of Spire and Spire Systems, except such amounts
as are revised in accordance with GAAP and accurately reflected on the Spire
Balance Sheets.

Section 4.06 INFORMATION. The information concerning Spire and Spire
Systems set forth in this Agreement and in the Spire Schedules is complete and
accurate in all material respects and does not contain any untrue statement of a
material fact or omit to state a material fact required to make the statements
made, in light of the circumstances under which they were made, not misleading.
No representation or warranty made by Spire or Spire Systems in this Agreement,
nor any document, written information, statement, financial statement,
certificate, schedule or exhibit prepared and furnished or to be prepared and
furnished by Spire or Spire Systems or their representatives pursuant hereto or
in connection with the transactions contemplated hereby (including, without
limitation, information to be included in the Information Statement), contains
or will contain any untrue statement of a material fact, or omits or will omit
to state a material fact necessary to make the statements or facts contained
herein or therein not misleading in light of the circumstances under which they
were furnished. To the knowledge of Spire and Spire Systems, there is no event,
fact or condition that materially and adversely affects the Business Condition
of Spire or Spire Systems, or that reasonably could be expected to do so, that
has not been set forth in this Agreement or in the Spire Schedules.

Section 4.07 NO DEFAULTS. Neither Spire nor Spire Systems is, nor has
either Spire or Spire Systems received notice that it would be with the passage
of time, (i) in violation of any provision of its Articles of Incorporation or
Bylaws, or (ii) to the knowledge of Spire and Spire Systems, in default or
violation of any material term, condition or provision of (A) any material
judgment, decree, order, injunction or stipulation applicable to Spire or Spire
Systems, as the case may be, or (B) any material agreement, note, mortgage,
indenture, contract, lease, instrument, permit, concession, franchise or license
to which Spire or Spire Systems is a party or by which Spire or Spire Systems or
their respective properties or assets may be bound.

<PAGE>

Section 4.08 ABSENCE OF CERTAIN CHANGES OR EVENTS. Except as set forth
in this Agreement or in the Spire Schedules, since the date of the Spire Balance
Sheets, each of Spire and Spire Systems has conducted its business in the
ordinary course and:

(a) there has not been (i) any material adverse change in the
Business Condition of Spire or Spire Systems, or (ii) any damage, destruction or
loss to Spire or Spire Systems (whether or not covered by insurance) materially
and adversely affecting the Business Condition of Spire or Spire Systems;

(b) neither Spire nor Spire Systems has (i) amended its Articles
of Incorporation or Bylaws; (ii) declared or made, or agreed to declare or make,
any payment of dividends or distributions of any assets of any kind whatsoever
to stockholders or purchased or redeemed, or agreed to purchase or redeem, any
of its capital stock; (iii) waived any rights of value which in the aggregate
are extraordinary or material considering the Business Condition of Spire or
Spire Systems, as the case may be; (iv) made any material change in its method
of management, operation or accounting; (v) entered into any other material
transaction; (vi) made any accrual or arrangement for or payment of bonuses or
special compensation of any kind or any severance or termination pay to any
present or former officer, employee or stockholder; (vii) increased the rate of
compensation payable or to become payable by it to any of its officers or
directors or any of its employees whose monthly compensation exceeds $3,000;
(viii) made provision for, or made any increase in, any profit sharing, bonus,
deferred compensation, insurance, pension, retirement or other employee benefit
plan, payment or arrangement made to, for, or with its officers, directors or
employees; or (ix) transferred or granted a right in or relating to any Spire
Intellectual Property Right;

(c) neither Spire nor Spire Systems has (i) granted or agreed to
grant any option, warrant or other right for its capital stock, bonds or other
corporate securities calling for the issuance thereof; (ii) borrowed or agreed
to borrow any funds or incurred, or become subject to, any material obligation
or liability (absolute or contingent) except liabilities incurred in the
ordinary course of business which have been fully disclosed to Amacan; (iii)
paid any material obligation or liability (absolute or contingent) other than
current liabilities reflected in or shown on the Spire Balance Sheets and
current liabilities incurred since that date in the ordinary course of business;
(iv) sold or transferred, or agreed to sell or transfer, any of its assets,
properties, or rights (except assets, properties or rights not used or useful in
its business which, in the aggregate have a value of less than $20,000); (v)
made or permitted any amendment or termination of any contract, agreement or
license to which it is a party if such amendment or termination is material,
considering the Business Condition of Spire or Spire Systems, as the case may
be; (vi) issued, delivered, or agreed to issue or deliver any capital stock,
bonds or other corporate securities including debentures (whether authorized and
unissued or held as treasury stock); (vii) created or assumed any mortgage,
pledge, security interest, lien or other encumbrance on any asset except in the
ordinary course of business consistent with past practice; (viii) made any loan,
advance or capital contribution to or investment in any Person other than travel
loans or advances made in the ordinary course of business of Spire or Spire
Systems, as the case may be, in an aggregate amount which does not exceed $2,000
at any time; or (ix) disclosed to third parties any confidential or proprietary
information respecting its services or marketing procedures or practices,
methods of pricing, or other data material to the Business Condition of Spire or
Spire Systems, as the case may be; and

(d) to the best knowledge of Spire and Spire Systems, neither
Spire nor Spire Systems has become subject to any law or regulation which
materially and adversely affects, or in the future may materially and adversely
affect, the Business Condition of Spire or Spire Systems.

<PAGE>

Section 4.09 TITLE AND RELATED MATTERS.

(a) Except as disclosed in the Spire Balance Sheets, each of
Spire and Spire Systems has good and marketable title to all its properties,
inventory, know-how, interests in property and assets, both real and personal,
which are reflected in the Spire Balance Sheets or were acquired after that date
(except those sold or otherwise disposed of since such date in the ordinary
course of business) or are used in the business of Spire or Spire Systems, as
the case may be, free and clear of all mortgages, security interests, royalties,
liens, pledges, charges or encumbrances, except (i) statutory liens or claims
not yet delinquent; (ii) such imperfections of title and easements as do not and
will not materially detract from or interfere with the present or proposed use
of the properties subject thereto or affected thereby or otherwise materially
impair present business operations on such properties; and (iii) as completely
and accurately described in the Spire Schedules.

(b) Included in the Spire Schedules is an accurate and complete
list of all (i) real property owned by Spire or Spire Systems or used in their
respective businesses, and (ii) personal property owned by Spire or Spire
Systems or used in their respective businesses and having a purchase price of
over $2,000. The Spire Schedules contain a complete and accurate description of
any mortgage, financing instrument, or other encumbrance to the title to such
properties. All real and personal property owned by Spire or Spire Systems or
used in either of their businesses is in a state of good maintenance and repair
and is adequate and suitable for the purposes for which it is presently being
used.

(c) Included in the Spire Schedules are details of all leases
for real and personal property to which Spire or Spire Systems is a party,
identifying the real or personal property involved, the amount of the monthly or
other period payment due thereunder, a notation of any additional charges, the
expiration date and any residual or similar payment required on expiration of
the lease in order to acquire ownership of the leased property. Except as
disclosed in the Spire Schedules, each such lease is in full force and effect;
all rents and additional rents due to date on each such lease have been paid; in
each case, the lessee has been in peaceable possession since the commencement of
the original term of such lease and is not in default thereunder and no waiver,
indulgence or postponement of the lessee's obligation thereunder has been
granted by the lessor; and there exists no event of default or event,
occurrence, condition or act, which, with the giving of notice, the lapse of
time, or the happening of any further event or condition, would become a default
under such lease. Neither Spire nor Spire Systems has violated any of the terms
or conditions under any such lease in any material respect and, to the best
knowledge, information and belief of Spire and Spire Systems, all of the
covenants to be performed by any other party under any such lease have been
fully performed. The property leased by Spire and Spire Systems is in a state
of good maintenance and repair and is adequate and suitable for the purposes for
which it is presently being used.

Section 4.10 LITIGATION AND PROCEEDINGS. There is no action, suit or
proceeding pending or, to the knowledge of Spire or Spire Systems, threatened by
or against Spire or Spire Systems, or any of their respective officers,
directors or shareholders, affecting Spire, Spire Systems or their respective
properties, at law or in equity, before any court or other Governmental
Authority or before any arbitrator of any kind.

Section 4.11 CONTRACTS.

<PAGE>

(a) Included in the Spire Schedules is a description of every
material contract, agreement, instrument, license, arrangement or commitment to
which Spire or Spire Systems is a party or by which any of their respective
properties are bound;

(b) Except as described in this Agreement or in the Spire
Schedules, neither Spire nor Spire Systems is a party to or bound by, and none
of the properties of Spire or Spire Systems are subject to, any contract,
agreement, other commitment or instrument or any charter or other corporate
restriction or any judgment, order, writ, injunction, decree or award which
materially and adversely affects, or in the future may (as far as Spire and
Spire Systems can now foresee) materially and adversely affect, the Business
Condition of Spire or Spire Systems;

(c) Except as included or described in the Spire Schedules,
neither Spire nor Spire Systems is a party to any oral or written (i) contract
for the employment of any officer, director or employee which is not terminable
on 30 days (or less) notice; (ii) profit sharing, bonus, deferred compensation,
stock option, severance pay, pension benefit or retirement plan, agreement or
arrangement covered by Title IV of ERISA; (iii) agreement, contract or indenture
relating to the borrowing of money; (iv) guarantee of any obligation for the
borrowing of money or otherwise, excluding endorsements made for collection and
other guarantees of obligations, which, in the aggregate do not exceed $10,000;
(v) consulting or other similar contract with an unexpired term of more than one
year or providing for payments in excess of $10,000 in the aggregate; (vi)
collective bargaining agreement; (vii) agreement with any present or former
officer or director of Spire or Spire Systems; or (viii) contract, agreement or
other commitment involving payments by it of more than $20,000 in the aggregate;
and

(d) Each contract, agreement, arrangement and commitment listed
or described in the Spire Schedules pursuant to this Section 4.11 is valid and
binding on Spire or Spire Systems, as the case may be, and is in full force and
effect, and, except as otherwise disclosed in this Agreement or the Spire
Schedules, neither Spire nor Spire Systems nor, to the knowledge of Spire and
Spire Systems, any other party thereto has breached any provision of, or is in
default in any material respect under the terms of, any such contract,
agreement, arrangement or commitment, and there is no event of default or other
event which, with notice or lapse of time or both, would constitute a default in
any material respect under any such contract, agreement, arrangement or
commitment.

Section 4.12 CUSTOMER COMPLAINTS. Except as set forth in the Spire
Schedules, since inception, neither Spire nor Spire Systems has received any
material customer complaints concerning its services, other than minor,
nonrecurring problems in the normal course of business. The Spire Balance
Sheets reflect adequate reserves for all known or reasonably anticipated
customer complaints, credits, setoffs and similar items. Included in the Spire
Schedules is a copy of each express warranty and related disclaimer or
limitation of warranty used in connection with products sold or services
provided by Spire or Spire Systems since inception, indicating for each such
warranty, limitation or disclaimer an accurate description of the products or
services to which it relates.

Section 4.13 AUTHORIZATIONS. Except as set forth in the Spire Schedules,
to the best knowledge of Spire and Spire Systems, each of Spire and Spire
Systems possesses all licenses, franchises, permits and other governmental
authorizations, domestic and foreign, that are legally required to enable them
to conduct their respective businesses in all material respects as conducted on
the date hereof or as presently foreseeable in connection therewith. To the
knowledge of Spire and Spire Systems, the execution and delivery of this
Agreement does not, and the consummation

<PAGE>

of the transactions contemplated hereby will not, conflict with or result in any
violation of any material statute, law, rule, regulation, judgment, order,
decree or ordinance applicable to Spire, Spire Systems or their respective
properties or assets, or conflict with or result in any breach or default (with
or without notice or lapse of time, or both) under, or give rise to a right of
termination, cancellation or acceleration of any obligation or to loss of a
material benefit under, or result in the creation of a material lien or
encumbrance on any of the properties or assets of Spire or Spire Systems
pursuant to (i) any provision of the Articles of Incorporation or Bylaws of
Spire or Spire Systems or (ii) except as completely and accurately described in
the Spire Schedules, any material agreement, contract, note, mortgage,
indenture, lease, instrument, permit, concession, franchise or license to which
either Spire or Spire Systems is a party or by which any of their respective
properties or assets may be bound or affected. To the knowledge of Spire and
Spire Systems, no consent, approval, order or authorization of, or registration,
declaration or filing with, any Governmental Authority is required by or with
respect to Spire or Spire Systems in connection with the execution and delivery
of this Agreement by Spire and Spire Systems or the consummation by Spire and
Spire Systems of the transactions contemplated hereby or thereby, except for (y)
the filing of the Articles of Exchange with the Division and appropriate
documents with the relevant Governmental Authorities of other jurisdictions in
which Spire or Spire Systems is qualified to do business, and (z) such consents,
approvals, orders, authorizations, registrations, declarations and filings which
if not obtained or made would not have a material adverse effect on the Business
Condition of Spire or Spire Systems.

Section 4.14 COMPLIANCE WITH LAWS AND REGULATIONS. Except as set forth
in the Spire Schedules and to the best of each of their knowledge, each of Spire
and Spire Systems has complied with all applicable statutes and regulations of
any Governmental Authority, except to the extent that noncompliance would not
materially and adversely affect the Business Condition of Spire or Spire Systems
or except to the extent that noncompliance would not result in the incurrence of
any material liability for Spire or Spire Systems. To the knowledge of Spire or
Spire Systems, there are no material judgments or orders, injunctions, decrees,
stipulations or awards (whether rendered by a court or administrative agency or
by arbitration) against Spire or Spire Systems or any of their respective
properties. Included in the Spire Schedules is a copy of each letter of
inquiry, review or investigation or other writing from or to any Governmental
Authority evidencing a violation or possible or alleged violation of any of the
foregoing.

Section 4.15 INSURANCE. Included in the Spire Schedules is a complete
list of all insurance policies which Spire or Spire Systems maintains respecting
their respective services, business, properties and employees. Such policies
are in full force and effect and are free from any right of termination by the
insurance carriers. All premiums payable under all such policies have been paid
and Spire and Spire Systems are otherwise in full compliance with the terms of
such policies. Except as set forth in the Spire Schedules, all of the insurable
properties of Spire and Spire Systems are insured for their respective benefits
in the amount of their full replacement value (subject to reasonable
deductibles) against losses due to fire and other casualty, with extended
coverage and coverage against other risks customarily insured against by persons
operating similar properties in the localities where such properties are
located, and under valid and enforceable policies issued by insurers of
recognized responsibility. Such policies will be outstanding and in full force
at the Closing Date. Included in the Spire Schedules is a complete and accurate
list of all insurance policies carried by Spire or Spire Systems, showing for
each type of coverage the policy limits, principal exclusions, deductibles and
insurer. Neither Spire nor Spire Systems knows of any threatened termination
of, or material premium increase with respect to, any of such policies.

<PAGE>

Section 4.16 TRANSACTIONS WITH AFFILIATES. Set forth in the Spire
Schedules is a description of every material contract, agreement or arrangement
between Spire or Spire Systems and any person who is or has ever been an officer
or director of Spire or Spire Systems or person owning of record, or known by
Spire or Spire Systems to own beneficially, five percent or more of the issued
and outstanding Spire Common Stock or Spire Systems Common Stock, as the case
may be, and which is to be performed in whole or in part after the date hereof
or was entered into within three years before the date hereof. In all such
circumstances, the contract, agreement or arrangement was for a bona fide
business purpose of Spire or Spire Systems, as the case may be, and the amount
paid or received, whether in cash, in services, or in kind, is, has been during
the full term thereof, and is required to be during the unexpired portion of the
term thereof, no less favorable to Spire or Spire Systems, as applicable, than
terms available from otherwise unrelated parties in arm's length transactions.
The Spire Schedules also include a description of any commitment by Spire or
Spire Systems, whether written or oral, to lend any funds to, borrow any money
from, or enter into any other material transaction with, any Affiliate of Spire
or Spire Systems.

Section 4.17 MINUTE BOOK. The minute books of Spire and Spire Systems
contain, and will contain at the Closing Date, evidence of the due election and
incumbency of the Board of Directors and officers of Spire and Spire Systems
executing this Agreement or any document, certificate, or other instrument
executed in order to consummate the transactions contemplated hereby.

Section 4.18 LABOR AGREEMENTS AND ACTIONS. Neither Spire nor Spire
Systems is bound by or subject to (and none of their respective assets or
properties is bound by or subject to) any written or oral, express or implied,
contract, commitment or arrangement with any labor union, and no labor union has
requested nor, to the knowledge of Spire or Spire Systems, has sought to
represent any of the employees, representatives, or agents of Spire or Spire
Systems. There is no strike or other labor dispute involving Spire or Spire
Systems pending, or to the knowledge of Spire or Spire Systems threatened,
which could have a material adverse effect on the Business Condition of Spire or
Spire Systems (as such business is presently conducted and as it is proposed to
be conducted), nor is Spire or Spire Systems aware of any labor organization
activity involving its employees. Neither Spire nor Spire Systems is aware that
any officer or key employee, or that any group of key employees, intends to
terminate their employment with Spire or Spire Systems, nor does Spire or Spire
Systems have a present intention to terminate the employment of any of the
foregoing. The employment of each officer and employee of Spire and Spire
Systems is terminable at the will of Spire or Spire Systems, as the case may be.

Section 4.19 INTELLECTUAL PROPERTY. Each of Spire and Spire Systems
owns, or is licensed or otherwise entitled to use, all patents, trademarks,
trade names, service marks, copyrights and any applications therefore,
maskworks, net lists, schematics, technology, know-how, computer software
programs or applications and tangible or intangible proprietary information or
materials that in any material respect are used or currently proposed to be used
in the business of Spire or Spire Systems as currently conducted or as currently
proposed to be conducted by Spire or Spire Systems, as the case may be (the
"SPIRE INTELLECTUAL PROPERTY RIGHTS"). The Spire Schedules list all patents,
trademarks, registered and material unregistered copyrights, trade names and
service marks, and any applications therefore, included in the Spire
Intellectual Property Rights, together with a list of all currently marketed
software products of Spire and Spire Systems and an indication as to which, if
any, of such software products have been registered for copyright protection
with the United States Copyright Office or any foreign office. Neither Spire
nor Spire Systems is, nor as a result of the execution and delivery of this
Agreement or the performance of its obligations hereunder will be, in violation
of any license, sublicense or agreement which is material to the Business
Condition of Spire or Spire Systems, as the case may be. Except as set forth in
the Spire Schedules, no claims

<PAGE>

with respect to the Spire Intellectual Property Rights have been asserted or, to
the knowledge of Spire or Spire Systems, are threatened by any Person, nor does
Spire or Spire Systems know of any valid grounds for any bona fide claim (i) to
the effect that the manufacture, sale or use of any product as now used or
offered or proposed for use or sale by Spire or Spire Systems infringes on any
copyright, patent or trade secret, (ii) against the use by Spire or Spire
Systems of any trademark, trade name, trade secret, copyright, technology, know-
how or computer software program or application used in the business of Spire
and Spire Systems as currently conducted or as proposed to be conducted, or
(iii) challenging the ownership, validity or effectiveness of any of the Spire
Intellectual Property Rights. All registered trademarks and copyrights held by
Spire or Spire Systems are valid and subsisting. To the knowledge of Spire and
Spire Systems, there is no material unauthorized use, infringement or
misappropriation of any of the Spire Intellectual Property Rights by any third
party, including any employee or former employee of Spire or Spire Systems. No
Spire Intellectual Property Right is subject to any outstanding order, judgment,
decree, stipulation or agreement restricting in any manner the licensing thereof
by Spire or Spire Systems, as applicable. Neither Spire nor Spire Systems has
entered into any agreement to indemnify any other Person against any charge of
infringement of any Spire Intellectual Property Right.

Section 4.20 ENVIRONMENTAL MATTERS. Neither Spire nor Spire Systems has
transported, stored, used, manufactured, released or exposed its employees or
any other Person to, any Hazardous Material in violation of any applicable
statute, rule, regulation, order or law, except as would not have a material
adverse effect on the Business Condition of Spire or Spire Systems. Spire and
Spire Systems have obtained all material permits, licenses and other
authorizations required to be obtained by either of them under any Environmental
Law. Spire and Spire Systems (a) are in compliance with all terms and
conditions of such permits, licenses and authorizations, and (b) are in
compliance in all material respects with all other limitations, restrictions,
conditions, standards, prohibitions, requirements, obligations, schedules and
timetables contained in the Environmental Laws or contained in any regulation,
code, plan, order, decree, judgment, notice or demand letter issued, entered,
promulgated or approved thereunder, except as would not have a material adverse
effect on the Business Conditions of Spire and Spire Systems. Neither Spire nor
Spire Systems has received any notice, nor does either Spire or Spire Systems
possess any knowledge, of any past or present condition or practice of the
businesses conducted by Spire, Spire Systems or their Affiliates which forms or
could form the basis of any material claim, action, suit, proceeding, hearing or
investigation against Spire or Spire Systems, arising out of the manufacture,
processing, distribution, use, treatment, storage, spill, disposal, transport or
handling, or the emission, discharge, release or threatened release into the
environment, of any Hazardous Material.

Section 4.21 SPIRE SCHEDULES. Spire and Spire Systems have delivered to
Amacan the schedules described in this Article IV, which are collectively
referred to as the "SPIRE SCHEDULES" and which consist of separate schedules
dated as of the date of execution of this Agreement and instruments and data as
of such date, all certified by the chief executive officer of Spire and Spire
Systems as complete, true and accurate. Spire and Spire Systems shall cause the
Spire Schedules and the instruments and data delivered to Amacan hereunder to be
updated after the date hereof up to and including a specified date not more than
three business days prior to the Closing Date. Such updated Spire Schedules,
certified in the same manner as the original Spire Schedules, shall be delivered
prior to the Closing and as a condition precedent to the obligation of Amacan to
close.

ARTICLE V
REPRESENTATIONS, COVENANTS AND WARRANTIES OF AMACAN

<PAGE>

Except as specifically disclosed in the Amacan Schedules which identify the
section of this Agreement to which the disclosure relates, as an inducement to,
and to obtain the reliance of, Spire and Spire Systems, Amacan represents and
warrants as follows:

Section 5.01 ORGANIZATION. Amacan is a corporation duly organized,
validly existing, and in good standing under the laws of the State of Utah and
has the corporate power to own all of its properties and assets and to carry on
its business in all material respects as it is now being conducted, and there is
no jurisdiction, domestic or foreign, in which it is not so qualified in which
the character and location of the assets owned by it or the nature of the
business transacted by it requires qualification, except where failure to do so
would not have a material adverse effect on the Business Condition of Amacan.
Included in the Amacan Schedules are complete and correct copies of the Articles
of Incorporation and Bylaws of Amacan as in effect on the date hereof. The
execution and delivery of this Agreement does not, and the consummation of the
transactions contemplated by this Agreement in accordance with the terms hereof
will not, violate any provision of the Articles of Incorporation or Bylaws of
Amacan.

Section 5.02 BINDING AGREEMENT. Amacan has all requisite corporate power
and corporate authority to enter into this Agreement and to consummate the
transactions contemplated hereby. The execution and delivery of this Agreement
and the consummation of the transactions contemplated hereby have been duly
authorized by all requisite corporate action, subject to approval of Amacan's
stockholders. This Agreement is a legal, valid and binding obligation of
Amacan, enforceable against it in accordance with its terms, except as
enforcement thereof may be limited by general principles of equity and the
effect of applicable bankruptcy, insolvency, moratorium and other similar laws
of general application relating to or affecting creditor's rights generally,
including, without limitation, the effect of statutory or other laws regarding
fraudulent conveyances and preferential transfers. Included in the Amacan
Schedules is an accurate and complete record stockholder list as of December 20,
1995, prepared by Amacan's transfer agent, stating the name, record address, and
number of shares of Amacan Common Stock held by each.

Section 5.03 CAPITALIZATION. The authorized capitalization of Amacan
consists solely of 8,000,000 shares of Amacan Common Stock, $.0.25 par value per
share, of which 389,102 shares shall be issued and outstanding after giving
effect to the reverse split described in Section 3.01(a). All issued and
outstanding shares of Amacan Common Stock are validly authorized, legally
issued, fully paid, nonassessable and not issued in violation of the preemptive
or other rights of any Person. There are no shares of Amacan Common Stock held
in Amacan's treasury. There are no options, warrants, calls, conversion rights,
commitments or agreements of any character to which Amacan is a party or by
which Amacan may be bound that obligate or may obligate Amacan to issue, deliver
or sell, or cause to be issued, delivered or sold, additional shares of the
capital stock of Amacan or that obligate or may obligate Amacan to grant, extend
or enter into any such option, warrant, call, conversion right, commitment or
agreement.

Section 5.04 SUBSIDIARIES AND PREDECESSORS. Amacan Industries is a
corporation duly organized, validity existing, and in good standing under the
laws of the State of Utah and has the corporate power to own all of its
properties and assets and to carry on its business in all material respects as
it is now being conducted. The authorized capitalization of Amacan Industries
consists solely of 500,000 shares of common stock, $.10 par value per share, of
which 25,000 shares are issued and outstanding and are held by Amacan. All
issued and outstanding shares of the capital stock of Amacan Industries are
validly authorized, legally issued, fully paid, nonassessable and not issued in
violation of the preemptive or other right of any Person. There are no options,
warrants, calls, conversion rights, commitments or agreements of any character
to which Amacan Industries is a

<PAGE>

party or by which Amacan Industries may be bound that obligate or may obligate
Amacan Industries to issue, deliver or sell, or cause to be issued, delivered or
sold, additional shares of the capital stock of Amacan Industries or that
obligate or may obligate Amacan Industries to grant, extend or enter into any
such option, warrant, call, conversion right, commitment or agreement. Except
as described in this Section 5.04 or the Amacan Schedules, Amacan has no direct
or indirect equity interest in or loans to any partnership, corporation, limited
liability company, joint venture, business association or other Person. Since
its inception, Amacan has not had any predecessor, as that term is defined under
GAAP.

Section 5.05 FINANCIAL STATEMENTS; TAXES.

(a) Included in the Amacan Schedules are (i) audited balance
sheets of Amacan as of April 30, 1995 and 1994, and statements of operations,
stockholders' equity and cash flows for the years ended April 30, 1995 and 1994,
including the notes thereto, and (ii) an unaudited consolidated balance sheet of
Amacan as of October 31, 1995, and the related unaudited statement of earnings
for the six months ended October 31, 1995 (collectively, the "AMACAN FINANCIAL
STATEMENTS").

(b) All of the Amacan Financial Statements have been prepared in
accordance with GAAP consistently applied throughout the periods involved. All
of such balance sheets present fairly, as of their respective dates, the
financial position of Amacan on such date. Amacan did not have, as the date of
any of such balance sheet, except as and to the extent reflected or reserved
against therein, any liabilities or obligations (absolute or contingent) which
should be reflected in a balance sheet or the notes thereto prepared in
accordance with GAAP and all assets reflected therein present fairly the assets
of Amacan in accordance with GAAP. The statements of income, stockholders'
equity and cash flows present fairly the information required to be set forth
therein under GAAP. Amacan maintains and will continue to maintain a standard
system of accounting established and maintained in a manner permitting the
preparation of financial statements in accordance with GAAP.

(c) Amacan has filed all tax returns and reports as required by
law. All such returns and reports are accurate and correct in all material
respects. Amacan has no liabilities with respect to the payment of any federal,
state, county, local, foreign or other taxes (including any deficiencies,
interest or penalties) accrued for or applicable to the period ended on the date
of the most recent balance sheet included in the Amacan Schedules (the "AMACAN
BALANCE SHEET") and all such dates and years and periods prior thereto and for
which Amacan may at said date have been liable, except for taxes accrued but not
yet due and payable. Included in the Amacan Schedules are copies of the federal
and state income tax returns of Amacan filed since 1990. Except as set forth in
the Amacan Schedules, none of such federal or state income tax returns has been
examined or is currently being examined by the Internal Revenue Service or any
other Governmental Authority. Amacan has not made any election pursuant to the
Code (other than elections which relate solely to methods of accounting,
depreciation or amortization) which would have a material adverse effect on
Amacan or its Business Condition. There are no outstanding agreements or
waivers extending the statutory period of limitation applicable to any tax
return of Amacan.

(d) The books and records, financial and otherwise, of Amacan
are in all material respects complete and correct and have been made and
maintained in accordance with sound business and bookkeeping practices and, in
reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of Amacan. Amacan has maintained a system of
internal accounting controls sufficient to provide reasonable assurances that
(i) transactions have been and

<PAGE>

are executed in accordance with management's general or specific authorization;
(ii) transactions are recorded as necessary to permit the preparation of
financial statements in conformity with GAAP and to maintain accountability for
assets; (iii) access to assets is permitted only in accordance with management's
general or specific authorization; and (iv) the recorded accountability for
assets is compared with the existing assets at reasonable intervals, and
appropriate action is taken with respect to any differences.

(e) Except as set forth in the Amacan Balance Sheet or in the
notes thereto, (i) Amacan has good and marketable title to its accounts
receivable, and all other debts due or recorded in the records and books of
account of Amacan, free of any security interests or liens and free of any
material defenses, counterclaims and set-offs; (ii) all such accounts
receivable, invoices and debts are actual and bona fide amounts due Amacan for
the total dollar amount thereof shown on the books of Amacan and resulted from
the regular course of its business; and (iii) the accounts receivable, invoices
and debts set forth on the Amacan Balance Sheet arose in the ordinary course of
business and are collectible in full in all material respects on the
continuation of reasonable collection efforts by Amacan personnel and without
resorting to litigation and in any event not later than 90 days after the date
billed. Included in the Amacan Schedules is a complete and accurate list of all
accounts receivable to Amacan as of October 31, 1995.

Section 5.06 INFORMATION. The information concerning Amacan set forth in
this Agreement and in the Amacan Schedules is complete and accurate in all
material respects and does not contain any untrue statement of a material fact
or omit to state a material fact required to make the statements made, in light
of the circumstances under which they were made, not misleading. No
representation or warranty made by Amacan in this Agreement, nor any document,
written information, statement, financial statement, certificate, schedule or
exhibit prepared and furnished or to be prepared and furnished by Amacan or its
representatives pursuant hereto or in connection with the transactions
contemplated hereby (including, without limitation, information to be included
in the Information Statement), contains or will contain any untrue statement of
a material fact, or omits or will omit to state a material fact necessary to
make the statements or facts contained herein or therein not misleading in light
of the circumstances under which they were furnished. To the knowledge of
Amacan, there is no event, fact or condition that materially and adversely
affects the Business Condition of Amacan, or that reasonably could be expected
to do so, that has not been set forth in this Agreement or in the Amacan
Schedules.

Section 5.07 NO DEFAULTS. Amacan is not, nor has it received notice that
it would be with the passage of time, (i) in violation of any provision of its
Articles of Incorporation or Bylaws, or (ii) to the knowledge of Amacan, in
default or violation of any material term, condition or provision of (A) any
material judgment, decree, order, injunction or stipulation applicable to
Amacan, or (B) any material agreement, note, mortgage, indenture, contract,
lease, instrument, permit, concession, franchise or license to which Amacan is a
party or by which Amacan or its properties or assets may be bound.

Section 5.08 ABSENCE OF CERTAIN CHANGES OR EVENTS. Except as set forth
in this Agreement or in the Amacan Schedules, since the date of the Amacan
Balance Sheet, Amacan has conducted its business in the ordinary course and:

(a) there has not been (i) any material adverse change in the
Business Condition of Amacan, or (ii) any damage, destruction or loss to Amacan
(whether or not covered by insurance) materially and adversely affecting the
Business Condition of Amacan;

<PAGE>

(b) Amacan has not (i) amended its Articles of Incorporation or
Bylaws; (ii) declared or made, or agreed to declare or make, any payment of
dividends or distributions of any assets of any kind whatsoever to stockholders
or purchased or redeemed, or agreed to purchase or redeem, any of its capital
stock; (iii) waived any rights of value which in the aggregate are extraordinary
or material considering the Business Condition of Amacan; (iv) made any material
change in its method of management, operation or accounting; (v) entered into
any other material transaction; (vi) made any accrual or arrangement for or
payment of bonuses or special compensation of any kind or any severance or
termination pay to any present or former officer, employee or stockholder; (vii)
increased the rate of compensation payable or to become payable by it to any of
its officers or directors or any of its employees whose monthly compensation
exceeds $3,000; (viii) made provision for, or made any increase in, any profit
sharing, bonus, deferred compensation, insurance, pension, retirement or other
employee benefit plan, payment or arrangement made to, for, or with its
officers, directors or employees; or (ix) transferred or granted a right in or
relating to any Amacan Intellectual Property Right;

(c) Amacan has not (i) granted or agreed to grant any option,
warrant or other right for its capital stock, bonds or other corporate
securities calling for the issuance thereof; (ii) borrowed or agreed to borrow
any funds or incurred, or become subject to, any material obligation or
liability (absolute or contingent) except liabilities incurred in the ordinary
course of business which have been fully disclosed to Spire; (iii) paid any
material obligation or liability (absolute or contingent) other than current
liabilities reflected in or shown on the Amacan Balance Sheet and current
liabilities incurred since that date in the ordinary course of business; (iv)
sold or transferred, or agreed to sell or transfer, any of its assets,
properties, or rights (except assets, properties or rights not used or useful in
its business which, in the aggregate have a value of less than $20,000); (v)
made or permitted any amendment or termination of any contract, agreement or
license to which it is a party if such amendment or termination is material,
considering the Business Condition of Amacan; (vi) issued, delivered, or agreed
to issue or deliver any capital stock, bonds or other corporate securities
including debentures (whether authorized and unissued or held as treasury
stock); (vii) created or assumed any mortgage, pledge, security interest, lien
or other encumbrance on any asset except in the ordinary course of business
consistent with past practice; (viii) made any loan, advance or capital
contribution to or investment in any Person other than travel loans or advances
made in the ordinary course of business of Amacan, in an aggregate amount which
does not exceed $2,000 at any time; or (ix) disclosed to third parties any
confidential or proprietary information respecting its services or marketing
procedures or practices, methods of pricing, or other data material to the
Business Condition of Amacan; and

(d) To the best knowledge of Amacan, it has not become subject
to any law or regulation which materially and adversely affects, or in the
future may materially and adversely affect, the Business Condition of Amacan.

Section 5.09 TITLE AND RELATED MATTERS.

(a) Except as disclosed in the Amacan Balance Sheet, Amacan has
good and marketable title to all its properties, inventory, know-how, interests
in property and assets, both real and personal, which are reflected in the
Amacan Balance Sheet or were acquired after that date (except those sold or
otherwise disposed of since such date in the ordinary course of business) or are
used in Amacan's business, free and clear of all mortgages, security interests,
royalties, liens, pledges, charges or encumbrances, except (i) statutory liens
or claims not yet delinquent; (ii) such imperfections of title and easements as
do not and will not materially detract from or interfere with the present or
proposed use of the properties subject thereto or affected thereby or otherwise

<PAGE>

materially impair present business operations on such properties; and (iii) as
completely and accurately described in the Amacan Schedules.

(b) Included in the Amacan Schedules is an accurate and complete
list of all (i) real property owned by Amacan or used in its business, and (ii)
personal property owned by Amacan or used in its business and having a purchase
price of over $2,000. The Amacan Schedules contain a complete and accurate
description of any mortgage, financing instrument or other encumbrance to the
title to such properties. All real and personal property owned by Amacan or
used in its business is in a state of good maintenance and repair and is
adequate and suitable for the purposes for which it is presently being used.

(c) Included in the Amacan Schedules are details of all leases
for real and personal property to which Amacan is a party, identifying the real
or personal property involved, the amount of the monthly or other period payment
due thereunder, a notation of any additional charges, the expiration date and
any residual or similar payment required on expiration of the lease in order to
acquire ownership of the leased property. Except as disclosed in the Amacan
Schedules, each such lease is in full force and effect; all rents and additional
rents due to date on each such lease have been paid; in each case, the lessee
has been in peaceable possession since the commencement of the original term of
such lease and is not in default thereunder and no waiver, indulgence or
postponement of the lessee's obligation thereunder has been granted by the
lessor; and there exists no event of default or event, occurrence, condition or
act, which, with the giving of notice, the lapse of time, or the happening of
any further event or condition, would become a default under such lease. Amacan
has not violated any of the terms or conditions under any such lease in any
material respect and, to the best of Amacan's knowledge, information and belief,
all of the covenants to be performed by any other party under any such lease
have been fully performed. The property leased by Amacan is in a state of good
maintenance and repair and is adequate and suitable for the purposes for which
it is presently being used.

Section 5.10 LITIGATION AND PROCEEDINGS. There is no action, suit or
proceeding pending or, to the knowledge of Amacan, threatened by or against
Amacan, or any of its officers, directors or stockholders, affecting Amacan or
its properties, at law or in equity, before any court or other Governmental
Authority, or before any arbitrator of any kind.

Section 5.11 CONTRACTS.

(a) Included in the Amacan Schedules is a description of every
material contract, agreement, instrument, license, arrangement or commitment to
which Amacan is a party or by which its properties are bound;

(b) Except as described in this Agreement or in the Amacan
Schedules, Amacan is not a party to or bound by, and the properties of Amacan
are not subject to, any contract, agreement, other commitment or instrument or
any charter or other corporate restriction or any judgment, order, writ,
injunction, decree or award which materially and adversely affects, or in the
future may (as far as Amacan can now foresee) materially and adversely affect,
the Business Condition of Amacan;

(c) Except as included or described in the Amacan Schedules,
Amacan is not a party to any oral or written (i) contract for the employment of
any officer, director or employee which is not terminable on 30 days (or less)
notice; (ii) profit sharing, bonus, deferred compensation, stock option,
severance pay, pension benefit or retirement plan, agreement or arrangement
covered

<PAGE>

by Title IV of ERISA; (iii) agreement, contract or indenture relating to the
borrowing of money; (iv) guarantee of any obligation for the borrowing of money
or otherwise, excluding endorsements made for collection and other guarantees of
obligations, which, in the aggregate do not exceed $10,000; (v) consulting or
other similar contract with an unexpired term of more than one year or providing
for payments in excess of $10,000 in the aggregate; (vi) collective bargaining
agreement; (vii) agreement with any present or former officer or director of
Amacan; or (viii) other contract, agreement or other commitment involving
payments by it of more than $20,000 in the aggregate; and

(d) Each contract, agreement, arrangement and commitment listed
or described in the Amacan Schedules pursuant to this Section 5.11 is valid and
binding on Amacan and is in full force and effect, and, except as otherwise
disclosed in this Agreement or the Amacan Schedules, neither Amacan nor, to the
knowledge of Amacan, any other party thereto has breached any provision of, or
is in default under the terms of, any such contract, agreement, arrangement or
commitment, and there is no event of default or other event which, with notice
or lapse of time or both, would constitute a default in any material respect
under any such contract, agreement, arrangement or commitment.

Section 5.12 SEC DOCUMENTS. Included in the Amacan Schedules are copies
of Amacan's Annual Report on Form 10-KSB for the fiscal years ended April 30,
1995, 1994 and 1993, respectively, and all other reports filed or required to be
filed with the SEC since May 1, 1992 (collectively, the "AMACAN SEC DOCUMENTS"),
which are all the documents (other than preliminary material) that Amacan was
required to file with the SEC since such date. As of their respective filing
dates, the Amacan SEC Documents complied in all material respects with the
requirements of the Exchange Act or the Securities Act, as the case may be, and
none of the Amacan SEC Documents contained any untrue statement of a material
fact or omitted to state a material fact required to be stated therein or
necessary to make the statements made therein, in light of the circumstances in
which they were made, not misleading, except to the extent corrected by a
subsequently filed Amacan SEC Document. The financial statements of Amacan
included in the Amacan SEC Documents comply as to form in all material respects
with applicable accounting requirements and with the published rules and
regulations of the SEC with respect thereto, have been prepared in accordance
with GAAP consistently applied (except as may be indicated in the notes thereto
or, in the case of unaudited statements, as permitted by the SEC) and fairly
present the financial position of Amacan at the dates thereof and the results of
its operations and changes in financial position for the periods then ended
(subject, in the case of unaudited statements, to normal, recurring audit
adjustments).

Section 5.13 AUTHORIZATIONS. Except as set forth in the Amacan
Schedules, to the best knowledge of Amacan, it possesses all licenses,
franchises, permits and other governmental authorizations, domestic and foreign,
that are legally required to enable it to conduct its business in all material
respects as conducted on the date hereof or as presently foreseeable in
connection therewith. To the knowledge of Amacan, the execution and delivery of
this Agreement does not, and the consummation of the transactions contemplated
hereby will not, conflict with or result in any violation of any material
statute, law, rule, regulation, judgment, order, decree or ordinance applicable
to Amacan or its properties or assets, or conflict with or result in any breach
or default (with or without notice or lapse of time, or both) under, or give
rise to a right of termination, cancellation or acceleration of any obligation
or to loss of a material benefit under, or result in the creation of a material
lien or encumbrance on any of the properties or assets of Amacan pursuant to (i)
any provision of the Articles of Incorporation or Bylaws of Amacan or (ii)
except as completely and accurately described in the Amacan Schedules, any
material agreement, contract, note,

<PAGE>

mortgage, indenture, lease, instrument, permit, concession, franchise or license
to which Amacan is a party or by which any of its properties or assets may be
bound or affected. To the knowledge of Amacan, no consent, approval, order or
authorization of, or registration, declaration or filing with, any Governmental
Authority is required by or with respect to Amacan in connection with the
execution and delivery of this Agreement by Amacan or the consummation by Amacan
of the transactions contemplated hereby or thereby, except for (x) the
preparation and distribution to the stockholders of Amacan of an information
statement (the "INFORMATION STATEMENT") in preparation for and relating to a
special meeting of stockholders of Amacan to be called for the purpose of
soliciting approval of the Share Exchange, this Agreement and the transactions
contemplated hereby (the "STOCKHOLDERS MEETING"), (y) the filing of the Articles
of Exchange with the Division and appropriate documents with the relevant
Governmental Authorities of other jurisdictions in which Amacan is qualified to
do business, and (z) such consents, approvals, orders, authorizations,
registrations, declarations and filings which if not obtained or made would not
have a material adverse effect on the Business Condition of Amacan.

Section 5.14 COMPLIANCE WITH LAWS AND REGULATIONS. Except as set forth
in the Amacan Schedules and to the best of its knowledge, Amacan has complied
with all applicable statutes and regulations of any Governmental Authority,
except to the extent that noncompliance would not materially and adversely
affect the Business Condition of Amacan or except to the extent that
noncompliance would not result in the incurrence of any material liability for
Amacan. To the knowledge of Amacan, there are no material judgments or orders,
injunctions, decrees, stipulations or awards (whether rendered by a court or
administrative agency or by arbitration) against Amacan or any of its
properties. Included in the Amacan Schedules is a copy of each letter of
inquiry, review or investigation or other writing from or to any Governmental
Authority evidencing a violation or possible or alleged violation of any of the
foregoing.

Section 5.15 INSURANCE. Included in the Amacan Schedules is a complete
list of all insurance policies which Amacan maintains respecting its services,
business, properties and employees. Such policies are in full force and effect
and are free from any right of termination by the insurance carriers. All
premiums payable under all such policies have been paid and Amacan is otherwise
in full compliance with the terms of such policies. Except as set forth in the
Amacan Schedules, all of the insurable properties of Amacan are insured for its
benefit in the amount of their full replacement value (subject to reasonable
deductibles) against losses due to fire and other casualty, with extended
coverage and coverage against other risks customarily insured against by persons
operating similar properties in the localities where such properties are
located, and under valid and enforceable policies issued by insurers of
recognized responsibility. Such policies will be outstanding and in full force
at the Closing Date. Included in the Amacan Schedules ia a complete and an
accurate list of all insurance policies carried by Amacan, showing for each type
of coverage the policy limits, principal exclusions, deductibles and insurer.
Amacan does not know of any threatened termination of, or material premium
increase with respect to, any of such policies.

Section 5.16 TRANSACTIONS WITH AFFILIATES. Set forth in the Amacan
Schedules is a description of every material contract, agreement or arrangement
between Amacan and any person who is or has ever been an officer or director of
Amacan or person owning of record, or known by Amacan to own beneficially, five
percent or more of the issued and outstanding Amacan Common Stock and which is
to be performed in whole or in part after the date hereof or was entered into
within three years before the date hereof. In all such circumstances, the
contract, agreement or arrangement was for a bona fide business purpose of
Amacan and the amount paid or received, whether in cash, in services, or in
kind, is, has been during the full term thereof, and is required to be during
the unexpired portion of the term thereof, no less favorable to Amacan than
terms

<PAGE>

available from otherwise unrelated parties in arm's length transactions. The
Amacan Schedules also include a description of any commitment by Amacan, whether
written or oral, to lend any funds to, borrow any money from, or enter into any
other material transaction with, any Affiliate of Amacan.

Section 5.17 MINUTE BOOK. The minute book of Amacan contains, and will
contain at the Closing Date, evidence of the due election and incumbency of the
Board of Directors and officers of Amacan executing this Agreement or any
document, certificate or other instrument executed in order to consummate the
transactions contemplated hereby.

Section 5.18 LABOR AGREEMENTS AND ACTIONS. Amacan is not bound by or
subject to (and none of its assets or properties is bound by or subject to) any
written or oral, express or implied, contract, commitment or arrangement with
any labor union, and no labor union has requested or, to the knowledge of
Amacan, has sought to represent any of the employees, representatives, or agents
of Amacan. There is no strike or other labor dispute involving Amacan pending,
or to the knowledge of Amacan threatened, which could have a material adverse
effect on the Business Condition of Amacan (as such business is presently
conducted and as it is proposed to be conducted), nor is Amacan aware of any
labor organization activity involving its employees. Amacan is not aware that
any officer or key employee, or that any group of key employees, intends to
terminate their employment with Amacan, nor does Amacan have a present intention
to terminate the employment of any of the foregoing. The employment of each
officer and employee of Amacan is terminable at the will of Amacan.

Section 5.19 INTELLECTUAL PROPERTY. Amacan owns, or is licensed or
otherwise entitled to use, all patents, trademarks, trade names, service marks,
copyrights and any applications therefor, maskworks, net lists, schematics,
technology, know-how, computer software programs or applications and tangible or
intangible proprietary information or materials that in any material respect are
used or currently proposed to be used in the business of Amacan as currently
conducted or as currently proposed to be conducted by Amacan (the "AMACAN
INTELLECTUAL PROPERTY RIGHTS"). The Amacan Schedules list all patents,
trademarks, registered and material unregistered copyrights, trade names and
service marks, and any applications therefor, included in the Amacan
Intellectual Property Rights. Amacan is not, nor as a result of the execution
and delivery of this Agreement or the performance of Amacan's obligations
hereunder will be, in violation of any license, sublicense or agreement which is
material to the Business Condition of Amacan. Except as set forth in the Amacan
Schedules, no claims with respect to the Amacan Intellectual Property Rights
have been asserted or, to the knowledge of Amacan, are threatened by any Person,
nor does Amacan know of any valid grounds for any bona fide claim (i) to the
effect that the manufacture, sale or use of any product as now used or offered
or proposed for use or sale by Amacan infringes on any copyright, patent or
trade secret, (ii) against the use by Amacan of any trademark, trade name, trade
secret, copyright, technology, know-how or computer software program or
application used in the business of Amacan as currently conducted or as proposed
to be conducted, or (iii) challenging the ownership, validity or effectiveness
of any of the Amacan Intellectual Property Rights. To Amacan's knowledge, there
is no material unauthorized use, infringement or misappropriation of any of the
Amacan Intellectual Property Rights by any third party, including any employee
or former employee of Amacan. No Amacan Intellectual Property Right is subject
to any outstanding order, judgment, decree, stipulation or agreement restricting
in any manner the licensing thereof by Amacan. Amacan has not entered into any
agreement to indemnify any other Person against any charge of infringement of
any Amacan Intellectual Property Right.

Section 5.20 ENVIRONMENTAL MATTERS. Amacan has not transported, stored,
used, manufactured, released or exposed its employees or any other Person to,
any Hazardous Material

<PAGE>

in violation of any applicable statute, rule, regulation, order or law, except
as would not have a material adverse effect on Amacan's Business Condition.
Amacan has obtained all material permits, licenses and other authorizations
required to be obtained by it under any Environmental Law. Amacan is (a) in
compliance with all terms and conditions of such permits, licenses and
authorizations, and (b) in compliance in all material respects with all other
limitations, restrictions, conditions, standards, prohibitions, requirements,
obligations, schedules and timetables contained in the Environmental Laws or
contained in any regulation, code, plan, order, decree, judgment, notice or
demand letter issued, entered, promulgated or approved thereunder except as
would not have a material adverse effect on Amacan's Business Condition. Amacan
has not received any notice, nor does it possess any knowledge, of any past or
present condition or practice of the businesses conducted by Amacan or its
Affiliates which forms or could form the basis of any material claim, action,
suit, proceeding, hearing or investigation against Amacan, arising out of (x)
the manufacture, processing, distribution, use treatment, storage, spill,
disposal, transport or handling, or the emission, discharge, release or
threatened release into the environment, of any Hazardous Material (y) any
actual or potential violation or failure to comply with any Environmental Law,
or (z) any actual or threatened obligation to undertake or bear the cost of any
liability pursuant to any Environmental Law with respect to any of the
properties or assets in which Amacan or its Subsidiaries has ir had an interest.
There are no pending or, to the knowledge of Amacan and its Subsidiaries,
threatened claims, encumbrances or other restrictions of any nature arising
under or pursuant to any Environmental Law with respect to or affecting any of
the properties and assets in which Amacan or its Subsidiaries has or had an
interest.

Section 5.21 AMACAN SCHEDULES. Amacan has delivered to Spire and Spire
Systems the schedules described in this Article V, which are collectively
referred to as the "AMACAN SCHEDULES" and which consist of separate schedules
dated as of the date of execution of this Agreement and instruments and data as
of such date, all certified by the chief executive officer of Amacan as
complete, true and accurate. Amacan shall cause the Amacan Schedules and the
instruments and data delivered to Spire hereunder to be updated after the date
hereof up to and including a specified date not more than three business days
prior to the Closing Date. Such updated Amacan Schedules, certified in the same
manner as the original Amacan Schedules, shall be delivered prior to the Closing
and as a condition precedent to the obligations of Spire and Spire Systems to
close.

ARTICLE VI
SPECIAL COVENANTS TO BE SATISFIED PRIOR TO CLOSING

Section 6.01 ACTIVITIES OF SPIRE, SPIRE SYSTEMS AND AMACAN.

(a) From and after the date of this Agreement until the Closing
Date and except as expressly permitted or contemplated by this Agreement, Spire,
Spire Systems and Amacan will each:

(i) carry on its business in substantially the same manner
as it has heretofore;

(ii) maintain in full force and effect insurance comparable
in amount and in scope of coverage to that now maintained by it;

(iii) perform in all material respects all of its
obligations under material contracts, leases and instruments relating to or
affecting its Business Condition;

<PAGE>

(iv) use its best efforts to maintain and preserve its
business organization intact, to retain its key employees, and to maintain
its relationships with its material suppliers and customers; and

(v) comply fully with and perform in all material respects
all obligations and duties imposed on it by all federal, foreign, state and
local laws and all rules, regulations and orders imposed by Governmental
Authorities.

(b) Except as provided herein or with the prior written consent
of the other parties hereto, from and after the date of this Agreement and until
the Closing Date, neither Spire, Spire Systems nor Amacan will:

(i) make any change in its Articles of Incorporation or
Bylaws;

(ii) take any action described in Section 4.08, in the case
of Spire and Spire Systems, or in Section 5.08, in the case of Amacan; or

(iii) enter into or amend any material contract, agreement
or other instrument of any of the types described in such party's
disclosure schedules other than in the normal course of business and
without materially and adversely affecting the Business Condition of such
party.

Section 6.02 ACCESS TO PROPERTIES AND RECORDS. Spire, Spire Systems and
Amacan each will afford to the officers and authorized representatives of the
other full access to the properties, books and records of Spire, Spire Systems
or Amacan, as the case may be, in order that each may have full opportunity to
make such reasonable investigation as it shall desire to make of the affairs of
the other, and each will furnish the other parties with such additional
financial and operating data and other information as to the business and
properties of Spire, Spire Systems or Amacan, as the case may be, as the others
shall from time to time reasonably request.

Section 6.03 INFORMATION FOR SEC REPORTS. Spire and Spire Systems will
furnish Amacan with all information concerning Spire and Spire Systems required
for inclusion in any report (including a Current Report on Form 8-K) to be filed
by Amacan with any Governmental Authority in connection with the Share Exchange
and other transactions contemplated hereby, and each of Spire and Spire Systems
represents and warrants to Amacan that all information so furnished for such
reports shall be true and correct in all material respects without omission to
state any material fact required to make the information provided not
misleading.

Section 6.04 INDEMNIFICATION BY AMACAN. Amacan will indemnify and hold
harmless Spire and Spire Systems and their respective Affiliates, from and
against any and all losses, claims, damages, expenses, liabilities or actions to
which any of them may become subject under applicable law (including the
Securities Act and the Exchange Act) and will reimburse them for any legal or
other expenses reasonably incurred by them in connection with investigating or
defending any claim or action, whether or not resulting in liability, insofar as
such losses, claims, damages, expenses, liabilities or actions arise out of or
are based upon any untrue statement or alleged untrue statement of a material
fact contained in any report or other document filed with a Governmental
Authority or arise out of or are based upon the omission or alleged omission to
state therein a material fact required to be stated therein, or necessary in
order to make the statements therein not misleading, provided that such claim or
action is not based on, and does not arise out of, information furnished by
Spire or Spire Systems for inclusion in such report or document. The indemnity
agreement

<PAGE>

contained in this Section 6.04 shall remain operative and in full force and
effect, regardless of any investigation made by or on behalf of Spire and Spire
Systems and shall survive the consummation of the transactions contemplated
hereby.

Section 6.05 INDEMNIFICATION BY SPIRE. Each of Spire and Spire Systems
will indemnify and hold harmless Amacan and its Affiliates, from and against any
and all losses, claims, damages, expenses, liabilities or actions to which any
of them may become subject under applicable law (including the Securities Act
and the Exchange Act) and will reimburse them for any legal or other expenses
reasonably incurred by them in connection with investigating or defending any
claim or action, whether or not resulting in liability, insofar as such losses,
claims, damages, expenses, liabilities or actions arise out of or are based upon
any untrue statement or alleged untrue statement of a material fact contained in
any report or other document filed with a Governmental Authority or arise out of
or are based upon the omission or alleged omission to state therein a material
fact required to be stated therein, or necessary in order to make the statements
therein not misleading, provided that such claim or action is not based on, and
does not arise out of, information furnished by Amacan for inclusion in such
report or other document. The indemnity agreement contained in this Section
6.05 shall remain operative and in full force and effect, regardless of any
investigation made by or on behalf of Amacan and shall survive the consummation
of the transactions contemplated hereby.

Section 6.07 ACQUISITION OF AMACAN COMMON STOCK. The consummation of the
Share Exchange and the other transactions contemplated under this Agreement,
including the issuance of shares of the Amacan Common Stock to the Spire
Stockholders as contemplated hereby, constitutes the offer and sale of
securities under the Securities Act and applicable state statutes. Such
transactions shall be consummated in reliance on exemptions from the
registration and prospectus delivery requirements of such statutes which depend,
among other items, on the circumstances under which the Spire Stockholders
acquire such securities.

(a) In order to provide documentation for reliance upon
exemptions from the registration and prospectus delivery requirements for such
transactions, the execution of this Agreement by each of the Spire Stockholders
shall constitute his or her affirmation and acceptance of, and concurrence in,
the following representations and warranties:

(i) Such Spire Stockholder acknowledges that neither the
SEC nor the securities commission of any state or other federal agency has
made any determination as to the merits of acquiring the Amacan Common
Stock, and that this transaction involves certain risks.

(ii) Such Spire Stockholder has received and read this
Agreement and understands the risks related to the consummation of the
transactions contemplated hereby.

(iii) Such Spire Stockholder has such knowledge and
experience in business and financial matters that he or she is capable of
evaluating Amacan and its business operations.

(iv) Such Spire Stockholder has been provided with a copy
of this Agreement and the Amacan and Spire Schedules plus all materials and
information requested by such stockholder or his or her representative,
including any information requested to verify any information furnished (to
the extent such information is available or can be obtained without
unreasonable effort or expense), and such stockholder has been

<PAGE>

provided the opportunity for direct communication between Amacan and its
representatives and such stockholder and his or her representatives
regarding the transactions contemplated hereby.

(v) All information which such Spire Stockholder has
provided to Amacan or its agents or representatives concerning such Spire
Stockholder's suitability to hold shares of Amacan Common Stock following
the transactions contemplated hereby is complete, accurate, and correct.

(vi) Such Spire Stockholder has not offered or sold any
securities of Amacan or interest in this Agreement and has no present
intention of dividing the shares of Amacan Common Stock to be received or
the rights under this Agreement with others or of reselling or otherwise
disposing of any portion of such stock or rights, either currently or after
the passage of a fixed or determinable period of time or on the occurrence
or nonoccurrence of any predetermined event or circumstance.

(vii) Such Spire Stockholder was at no time solicited by any
leaflet, public promotional meeting, circular, newspaper or magazine
article, radio or television advertisement or any other form of general
advertising or solicitation in connection with the offer, sale or purchase
of shares of Amacan Common Stock through this Agreement.

(viii) Such Spire Stockholder has adequate means of providing
for his or her current needs and possible personal contingencies and has no
need now, and anticipates no need in the foreseeable future, to sell shares
of the Amacan Common Stock which the undersigned will receive. Such Spire
Stockholder is able to bear the economic risks of this investment, and
consequently, without limiting the generality of the foregoing, is able to
hold the shares of Amacan Common Stock to be received in the Share Exchange
for an indefinite period of time and has a sufficient net worth to sustain
a loss of the entire investment, in the event such loss should occur.

(ix) Such Spire Stockholder is (a) a citizen of the United
States, (b) at least 21 years of age, and (c) a bona fide permanent
resident of and is domiciled in the state indicated on the signature page
hereof, and has no present intention of becoming a resident of any other
state or jurisdiction.

(x) Such Spire Stockholder understands that the Amacan
Common Stock has not been registered, but is being acquired by reason of a
specific exemption under the Securities Act as well as exemptions under
certain state statutes and that any disposition of the shares of Amacan
Common Stock acquired in the Share Exchange may, under certain
circumstances, be inconsistent with these exemptions and may cause the
undersigned to be deemed an "underwriter" within the meaning of the
Securities Act. Such Spire Stockholder understands that the definition of
"underwriter" arises out of the concept of "distribution" and that any
subsequent disposition of the subject Amacan Common Stock can only be
effected in transactions which are not considered distributions.
Generally, the term "distribution" is considered synonymous with "public
offering" or any other offer or sale involving general solicitation or
general advertising. Under present law, in determining whether a
distribution occurs when securities are sold into the public market, under
certain circumstances, the relevant considerations are the availability of
public information regarding the issuer, a holding period for the
securities sufficient to assure that the persons desiring to sell the
securities without registration first bear the economic risk of their
investment, and a

<PAGE>

limitation on the number of securities which the stockholder is permitted
to sell and on the manner of sale, thereby reducing the potential impact of
the sale on the trading markets. These criteria are set forth specifically
in Rule 144, and sales of securities in reliance upon Rule 144 can only be
made in limited amounts after satisfying applicable holding periods and are
subject to additional terms and conditions set forth in that Rule 144.

(xi) Such Spire Stockholder acknowledges that the shares of
Amacan Common Stock must be held and may not be sold, transferred, or
otherwise disposed of for value unless they are subsequently registered
under the Securities Act or an exemption from such registration is
available. Amacan is under no obligation to register the shares of Amacan
Common Stock to be acquired by the Spire Stockholders in the Share Exchange
under the Securities Act. Amacan's registrar and transfer agent will
maintain stop transfer orders against the transfer of the shares of Amacan
Common Stock to be obtained by the Spire Stockholders in the Share
Exchange, and the certificates representing such shares of Amacan Common
Stock will bear a legend in substantially the form set forth in Section
3.02(c).

(xii) Amacan may refuse to effect transfer of the Amacan
Common Stock in the absence of compliance with Rule 144 unless the holder
furnishes Amacan with a "no-action" or interpretive letter from the SEC or
an opinion of counsel reasonably acceptable to Amacan stating that the
transfer is proper. Further, unless such interpretive letter or opinion
states that the shares of Amacan Common Stock are free of any restrictions
under the Securities Act, Amacan may refuse to transfer the Amacan Common
Stock to any transferee who does not furnish in writing to Amacan the same
representations and agree to the same conditions with respect to such
Amacan Common Stock as set forth herein. Amacan may also refuse to
transfer shares of Amacan Common Stock if any circumstances are present
reasonably indicating that the transferee's representations are not
accurate.

(b) Each of the Spire Stockholders, for the purpose of inducing
Amacan to enter into this Agreement, consummate the Share Exchange and complete
the other transactions contemplated hereby, represents and warrants to Amacan as
follows:

(i) such Spire Stockholder is the legal and beneficial owner of the
number of shares of Spire Common Stock and Spire Systems Common Stock set
forth below his or her name on the signature page hereof, and all such
shares are owned by such Spire Stockholder free and clear of any lien,
security interest, charge, encumbrance, pre-emptive right or other
restriction whatsoever;

(ii) such Spire Stockholder has not elected to exercise dissenters'
rights in connection with the Share Exchange and such Spire Stockholder
shall not elect to do so subsequent to the execution of this Agreement;

(iii) such Spire Stockholder is not required to obtain any consent,
approval or authorization or to make any filing with, any Governmental
Authority or any other Person in connection with the execution of this
Agreement and the consummation of the Share Exchange and the other
transactions contemplated hereby;

(iv) the execution of this Agreement by such Spire Stockholder and the
consummation of the Share Exchange and the other transactions contemplated
hereby will not violate, conflict with, result in a breach of, or
constitute a default under, any order of any

<PAGE>

Governmental Authority or any provision of any indenture, mortgage,
contract, instrument or other agreement to which such Spire Stockholder is
a party or by which he or she is bound.

(c) In connection with the Share Exchange and the transactions
contemplated hereby, Spire, Spire Systems and Amacan shall each file, with the
assistance of the other and their respective legal counsel, such notices,
applications, reports or other instruments as may be deemed by them to be
necessary or appropriate in an effort to document reliance on applicable
exemptions from the registration requirements of the Securities Act with the
appropriate Governmental Authorities in such states as the Spire Stockholders
are residents, all to the extent and in the manner as may be deemed by such
parties to be appropriate.

(d) In order to more fully document reliance on the exemptions
as provided herein, the Spire Stockholders shall execute and deliver to Amacan,
at or prior to the Closing, such letters of representation, acknowledgment,
suitability or the like, as Amacan and its counsel may reasonably request in
connection with reliance on exemptions from registration under such securities
laws.

(e) Each of Spire and Spire Systems acknowledges that the basis
for relying on exemptions from registration or qualifications are factual,
depending on the conduct of the various parties, and that no legal opinion or
other assurance will be required or given to the effect that the transactions
contemplated hereby are in fact exempt from registration or qualification.

ARTICLE VII
CONDITIONS PRECEDENT TO OBLIGATIONS OF AMACAN

The obligations of Amacan under this Agreement are subject to the
satisfaction, at or before the Closing Date, of the following conditions:

Section 7.01 ACCURACY OF REPRESENTATIONS. The representations and
warranties made by Spire and Spire Systems in this Agreement were true when made
and shall be true as of the Closing Date (except for changes therein permitted
by this Agreement) with the same force and effect as if such representations and
warranties were made at and as of the Closing Date, and Spire and Spire Systems
shall have performed and complied with all covenants and conditions required by
this Agreement to be performed or complied with by Spire or Spire Systems, as
the case may be, prior to or at the Closing. Amacan shall have been furnished
certificates, signed by the duly authorized chief executive and principal
financial or accounting officer or officers of Spire and Spire Systems,
respectively, dated the Closing Date, to the foregoing effect.

Section 7.02 OFFICER'S CERTIFICATE. Amacan shall have been furnished with
certificates dated the Closing Date and signed by the duly authorized officer or
officers of Spire and Spire Systems, as applicable, to the effect that:

(a) the Share Exchange, this Agreement and the other
transactions contemplated hereunder have been duly approved by the Boards of
Directors and stockholders of Spire and Spire Systems, respectively, and have
been duly executed and delivered in the name and on behalf of Spire and Spire
Systems by their duly authorized officers pursuant to, and in compliance with,
authority granted by the Boards of Directors of Spire and Spire Systems, as
applicable;

<PAGE>

(b) the representations and warranties of Spire and Spire
Systems set forth in this Agreement are true and correct as of the date of the
certificate;

(c) there has been no material adverse change in the Business
Condition of Spire or Spire Systems, nor has any event occurred which, with the
lapse of time or giving of notice, may cause or create any material adverse
change in the Business Condition of Spire or Spire Systems, as applicable, up to
and including the date of the certificate;

(d) all conditions required by this Agreement to have been met,
satisfied or performed by Spire or Spire Systems have been met, satisfied or
performed;

(e) the consummation of the Share Exchange and the transactions
contemplated hereby do not violate any law, regulation, order, writ, injunction
or decree of any court or Governmental Authority or result in the creation or
imposition of any mortgage, lien, charge or encumbrance of any nature upon any
of the properties of Spire or Spire Systems pursuant to any mortgage,
resolution, agreement or instrument to which Spire or Spire Systems is a party;

(f) all authorizations, consents, approvals, registrations
and/or filings with any Governmental Authority required in connection with the
execution and delivery of this Agreement and any documents or instruments
contemplated hereby by Spire or Spire Systems have been obtained and are in full
force and effect or, if not required to have been obtained, will be in full
force and effect by such time as may be required; and

(g) there is no action, suit, proceeding, inquiry or
investigation at law or in equity by any Governmental Authority pending or
threatened against Spire or Spire Systems, wherein an unfavorable decision,
ruling or finding would have a material adverse effect on the Business Condition
of Spire or Spire Systems, the Share Exchange or any other transaction
contemplated hereby, or any material agreement or instrument by which Spire or
Spire Systems is bound or would in any way contest the existence of Spire or
Spire Systems.

Section 7.03 GOOD STANDING. Amacan shall have received certificates of
good standing from the Division, with respect to each of Spire and Spire
Systems, dated as of a date within five days prior to the Closing Date,
certifying that Spire and Spire Systems are in good standing under the laws of
the State of Utah. Amacan shall have also received evidence of the foreign
qualification and good standing of Spire and Spire Systems in each other
jurisdiction in which the failure to so qualify would have a material adverse
effect on the Business Condition of Spire or Spire Systems, as the case may be.

Section 7.04 UCC CERTIFICATE. Amacan shall have received a Uniform
Commercial Code certificate from the Division, dated as of the Closing Date, to
the effect that there are no encumbrances of record on the assets of Spire and
Spire Systems other than those disclosed in the Spire Schedules.

Section 7.05 LEGAL MATTERS. Amacan shall have received an opinion in form
and substance reasonably satisfactory to it from the firm of Kruse, Landa &
Maycock, L.L.C., legal counsel to Spire and Spire Systems, to the effect that:

(a) each of Spire and Spire Systems (i) is a corporation validly
existing and in good standing under the laws of the State of Utah, (ii) is duly
qualified and in good standing as a foreign corporation under the laws of each
other jurisdiction in which it is authorized to do business,

<PAGE>

and (iii) has all requisite corporate power and authority to own, lease and
operate its assets and carry on its business as is now being conducted;

(b) each of Spire and Spire Systems has the corporate power and
authority to enter into and perform this Agreement and to consummate the
transactions contemplated hereby, and this Agreement and all instruments
delivered pursuant hereto have been duly authorized by all necessary corporate
action, have been duly executed and delivered, and are the legal, valid and
binding obligations of Spire and Spire Systems, as the case may be;

(c) the authorized, issued and outstanding capitalization of
Spire and Spire Systems is as represented in this Agreement; the outstanding
shares of capital stock of Spire and Spire Systems are validly issued, fully
paid and nonassessable and not subject to any preemptive rights of any Person;
and

(d) The execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby will not contravene any
provision of the Articles of Incorporation or Bylaws of Spire or Spire Systems.

In rendering the foregoing opinions, such counsel may rely on certificates
or affidavits from executive officers of Spire and Spire Systems or public
officials with respect to factual matters and may except therefrom any effect of
laws affecting creditor's rights, the enforcement of indemnification, or the
equitable remedy of specific performance. Counsel shall not be required to
express any opinion with respect to any accounting matters pertaining to the
transaction.

Section 7.06 STOCKHOLDER APPROVAL; NO DISSENTERS' RIGHTS. The
stockholders of Spire and Spire Systems shall have, to the extent necessary
under applicable law, approved this Agreement and the consummation of the
transactions contemplated hereby. No stockholder of Spire or Spire Systems
shall have elected to exercise dissenters' rights under the Utah Act.

Section 7.07 OTHER ITEMS. Amacan shall have received such further
documents, certificates or instruments relating to this Agreement and the
transactions contemplated hereby as Amacan may reasonably request. The
Information Statement shall not be at the Effective Time subject to any
proceedings commenced or threatened by the SEC.

ARTICLE VIII
CONDITIONS PRECEDENT TO OBLIGATIONS OF SPIRE AND SPIRE SYSTEMS

The obligations of Spire and Spire Systems under this Agreement are subject
to the satisfaction, at or before the Closing Date, of the following conditions:

Section 8.01 ACCURACY OF REPRESENTATIONS. The representations and
warranties made by Amacan in this Agreement were true when made and shall be
true at the Closing Date with the same force and effect as if such
representations and warranties were made at and as of the Closing Date (except
for changes therein permitted by this Agreement), and Amacan shall have
performed or complied with all covenants and conditions required by this
Agreement to be performed or complied with by Amacan prior to or at the Closing.
Spire and Spire Systems shall be furnished with a certificate, signed by the
chief executive and principal financial or accounting officer or officers of
Amacan and dated the Closing Date, to the foregoing effect.

<PAGE>

Section 8.02 OFFICERS' CERTIFICATE. Spire and Spire Systems shall be
furnished with a certificate dated the Closing Date and signed by the duly
authorized chief executive officer and principal accounting and financial
officer or officers of Amacan to the effect that:

(a) The Share Exchange, this Agreement and the other
transactions contemplated hereunder have been duly approved by Amacan's Board of
Directors and stockholders and have been duly executed and delivered in the name
and on behalf of Amacan by its duly authorized officers pursuant to, and in
compliance with, authority granted by the Board of Directors of Amacan;

(b) The representations and warranties of Amacan set forth in
this Agreement are true and correct as of the date of the certificate;

(c) There has been no material adverse change in the Business
Condition of Amacan nor has any event occurred which, with the lapse of time or
giving of notice, may cause or create any material adverse change in the
Business Condition of Amacan up to and including the date of the certificate;

(d) All conditions required by this Agreement to have been met,
satisfied or performed by Amacan have been met, satisfied or performed;

(e) The consummation of the Share Exchange and the transactions
contemplated hereby do not violate any law, regulation, order, writ, injunction
or decree of any Governmental Authority or result in the creation or imposition
of any mortgage, lien, charge or encumbrance of any nature upon any of the
properties of Amacan pursuant to any mortgage, resolution, agreement or
instrument to which Amacan is a party;

(f) All authorizations, consents, approvals, registrations
and/or filings with any Governmental Authority required in connection with the
execution and delivery of this Agreement and any documents or instruments
contemplated hereunder by Amacan have been obtained and are in full force and
effect or, if not required to have been obtained, will be in full force and
effect by such time as may be required;

(g) There is no action, suit, proceeding, inquiry or
investigation at law or in equity by any Governmental Authority pending or
threatened against Amacan, wherein an unfavorable decision, ruling or finding
would have a material adverse effect on the Business Condition of Amacan, the
Share Exchange or any other transaction contemplated hereby, or any material
agreement or instrument by which Amacan is bound or would in any way contest the
existence of Amacan.

Section 8.03 GOOD STANDING. Spire and Spire Systems shall have received a
certificate of good standing from the Division, dated as of a date within five
days prior to the Closing Date, certifying that Amacan is in good standing as a
corporation in the State of Utah. Spire and Spire Systems shall also have
received evidence of the foreign qualification and good standing of Amacan in
every other jurisdiction in which the failure to so qualify would have a
material adverse effect on the Business Condition of Amacan.

Section 8.04 UCC CERTIFICATE. Spire and Spire Systems shall have received
a Uniform Commercial Code certificate from the Division, dated as of the Closing
Date, to the effect that there are no encumbrances of record on the assets of
Amacan other than those disclosed in the Amacan Schedules.

<PAGE>

Section 8.05 LEGAL MATTERS. Spire shall have received an opinion in form
and substance reasonably satisfactory to it from the firm of Kimball, Parr,
Waddoups, Brown & Gee, legal counsel to Amacan, to the effect that:

(a) Amacan (i) is a corporation validly existing and in good
standing under the laws of the State of Utah, (ii) is duly qualified and in good
standing as a foreign corporation under the laws of each other jurisdiction in
which it is authorized to do business, and (iii) has all requisite corporate
power and authority to own, lease and operate its assets and carry on its
business as it is now being conducted;

(b) Amacan has the corporate power and authority to enter into
and perform this Agreement and to consummate the transactions contemplated
hereby and this Agreement and all instruments of transfer delivered pursuant
hereto have been duly authorized by all necessary corporate action, have been
duly executed and delivered by Amacan, and are the legal, valid and binding
obligations of Amacan;

(c) the authorized, issued and outstanding capitalization of
Amacan is as represented in this Agreement; the outstanding shares of capital
stock of Amacan are validly issued, fully paid, and nonassessable and not
subject to any preemptive rights of any Person; and

(d) The execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby will not contravene any
provision of Amacan's Articles of Incorporation or Bylaws.

In rendering the foregoing opinions, such counsel may rely on certificates
or affidavits from executive officers of Amacan or public officials with respect
to factual matters and may except therefrom any effect of laws affecting
creditor's rights, the enforcement of indemnification, or the equitable remedy
of specific performance. Counsel shall not be required to express any opinion
with respect to the accounting matters pertaining to the transaction.

Section 8.06 AMACAN SHAREHOLDER APPROVAL. The stockholders of Amacan
shall have approved this Agreement and the consummation of the transactions
contemplated hereby. No Stockholder of Amacan shall have elected to exercise
dissenter's rights under the Utah Act.

Section 8.07 OTHER ITEMS. Spire and Spire Systems shall have received
such further documents, certificates or instruments relating to this Agreement
and the transactions contemplated hereby as Spire and Spire Systems may
reasonably request. The Information Statement shall not be at the Effective
Time subject to any proceedings commenced or threatened by the SEC.

ARTICLE IX
GENERAL PROVISIONS

Section 9.01 BROKERS. Except for compensation previously paid by Spire,
each of Spire, Spire Systems and Amacan agree that there were no finders or
brokers involved in bringing the parties together or who were instrumental in
the negotiation, execution or consummation of this Agreement to whom either
Spire, Spire Systems or Amacan is obligated to pay any compensation. Further,
Spire and Spire Systems each agree to indemnify Amacan, and Amacan agrees to
indemnify Spire and Spire Systems, against any claim by any third person for any
commission, brokerage or finder's fee or other payment with respect to this
Agreement or the transactions contemplated hereby based on any alleged agreement
or understanding between such indemnifying party and such third person,

<PAGE>

whether express or implied, resulting from the actions of such indemnifying
party. The covenants set forth in this Section 9.01 shall survive the Closing
Date and the consummation of the transactions herein contemplated.

Section 9.02 NO REPRESENTATION REGARDING TAX TREATMENT. No representation
or warranty is being made or legal opinion given by any party to any other
regarding the treatment of this transaction for federal, state or foreign income
taxation. Although this transaction has been structured in an effort to qualify
for treatment under Section 368(a)(1)(B) of the Code, there is no assurance that
any part of this transaction in fact meets the requirements for such
qualification. Each party has relied exclusively on its own legal, accounting,
and other tax advisers regarding the treatment of this transaction for federal,
state and foreign income tax purposes and on no representation, warranty or
assurance from any party hereto that this transaction in fact meets the
requirements for such qualification.

Section 9.03 GOVERNING LAW. This Agreement shall be governed by, enforced
and construed under and in accordance with the laws of the United States of
America and, with respect to matters of state law, with the laws of the State of
Utah.

Section 9.04 NOTICES. Any notices or other communications to any party
required or permitted hereunder shall be sufficiently given if personally
delivered, if sent by facsimile or telecopy transmission or other electronic
communication confirmed by registered or certified mail, postage prepaid, or if
sent by prepaid overnight courier addressed as follows:

If to Spire, to: Spire Technologies, Inc.
Attn: Gary B. Godfrey
311 North State Street
P.O. Box 1970
Orem, Utah 84059

With copies to: Lyndon L. Ricks, Esq.
Kruse, Landa & Maycock, L.L.C.
50 West Broadway, Eighth Floor
Salt Lake City, Utah 84101-2034

If to Spire Systems, to: Spire Technologies Systems Division,Inc.
Attn: Gary B. Godfrey
311 North State Street
P.O. Box 1970
Orem, Utah 84059

With copies to: Lyndon L. Ricks, Esq.
Kruse, Landa & Maycock, L.L.C.
50 West Broadway, Eighth Floor
Salt Lake City, Utah 84101-2034

If to Amacan, to: Amacan Resources Corporation
Attn: Russell G. Holley
1399 South Seventh East, Number 9
Salt Lake City, Utah 84105

<PAGE>

With copies to: Brian G. Lloyd, Esq.
Kimball, Parr, Waddoups, Brown & Gee
185 South State, Suite 1300
Salt Lake City, Utah 84111

or such other addresses as shall be furnished in writing by any party in the
manner for giving notices hereunder, and any such notice or communication shall
be deemed to have been given as of the date so delivered or sent by facsimile or
telecopy transmission or other electronic communication, or one day after the
date so sent by overnight courier.

Section 9.05 ATTORNEYS' FEES. In the event that any party institutes any
action or suit to enforce this Agreement or to secure relief from any default
hereunder or breach hereof, the breaching party or parties shall reimburse the
non-breaching party or parties for all costs, including reasonable attorneys'
fees, incurred in connection therewith and in enforcing or collecting any
judgment rendered therein.

Section 9.06 SCHEDULES; KNOWLEDGE. Whenever in any section of this
Agreement reference is made to information set forth in the Amacan or Spire
Schedules such reference is to information specifically set forth in such
schedules and clearly marked to identify the section of this Agreement to which
the information relates. Whenever any representation is made to the "knowledge"
of any party, it shall be deemed to be a representation as to the actual
knowledge of the party and the knowledge reasonably expected to be possessed by
the party.

Section 9.07 THIRD-PARTY BENEFICIARIES. This contract is solely between
Amacan, Spire and Spire Systems and, except as specifically provided in Sections
6.04 and 6.05, no director, officer, stockholder, employee, agent, independent
contractor or any other Person shall be deemed to be a third party beneficiary
of this Agreement.

Section 9.08 ENTIRE AGREEMENT. This Agreement represents the entire
agreement between the parties relating to the subject matter hereof. All
previous agreements between the parties, whether written or oral, have been
merged into this Agreement. This Agreement alone fully and completely expresses
the agreement of the parties relating to the subject matter hereof. There are
no other courses of dealing, understandings, agreements, representations, or
warranties, written or oral, except as set forth herein.

Section 9.09 TERMINATION; SURVIVAL. Except as expressly set forth in
this Agreement, the representations, warranties, and covenants of the respective
parties shall survive the Closing and terminate three months after the Effective
Date.

Section 9.10 COUNTERPARTS. This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original and all of which taken
together shall be but a single instrument.

Section 9.11 AMENDMENT OR WAIVER. Every right and remedy provided herein
shall be cumulative with every other right and remedy, whether conferred herein,
at law or in equity, and may be enforced concurrently herewith, and no waiver by
any party of the performance of any obligation by the other shall be construed
as a waiver of the same or any other default then, theretofore or thereafter
occurring or existing. At any time prior to the Closing Date, this Agreement
may be amended by a writing signed by all parties hereto, with respect to any of
the terms contained herein, and any term or condition of this Agreement may be
waived or the time for performance thereof

<PAGE>

may be extended by a writing signed by the party or parties for whose benefit
the provision is intended.

Section 9.12 HEADINGS AND REFERENCES. The article, section and
subsection headings of this Agreement are for convenience only, shall not be
deemed part of this Agreement, and in no way define, limit, augment, extend or
describe the scope, content or intent of any provision of this Agreement.
References in this Agreement to articles, sections and subsections shall refer
to the articles, sections and subsections of this Agreement unless expressly
indicated otherwise.

<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers, hereunto duly authorized, as of the date
first above written.

"Spire"
Spire Technologies, Inc.,
a Utah corporation Attest:

By /s/ GARY B. GODFREY By /s/Brian W. Braithwaite
----------------------------------- ------------------------------------
Gary B. Godfrey, President Brian W. Braithwaite, Secretary

"Spire Systems"
Spire Technologies Systems Division, Inc.,
a Utah corporation Attest:

By /s/ Gary B. Godfrey By /s/ Brian W. Braithwaite
----------------------------------- ------------------------------------
Gary B. Godfrey, President Brian W. Braithwaite, Secretary

"Amacan"
Amacan Resources Corporation,
a Utah corporation Attest:

By /s/ Tad M. Ballantyne By /s/ Lamar H. Holley
---------------------------------- ----------------------------------
Tad M. Ballantyne, President Lamar H. Holley, Secretary

<PAGE>

"Spire Stockholders"

Gary B. Godfrey and Karie Godfrey, Rita S. Yates and Douglas D. Yates,
Trustees of the Gary B. Godfrey Family Trustees of the Rita S. Yates Family
Revocable Trust dated July 1, 1993 Revocable Trust dated July 1, 1993

By /s/ Gary B. Godfrey By /s/ Rita S. Yates
--------------------------------- ------------------------------------
Gary B. Godfrey, Trustee Rita S. Yates, Trustee

/s/ Karie Godfrey /s/ Douglas D. Yates
--------------------------------- ------------------------------------
Karie Godfrey, Trustee Douglas D. Yates, Trustee

27,450 shares Spire Common Stock 18,000 shares Spire Common Stock

33,075 shares Spire Systems Common 21,690 shares Spire Systems
Stock Stock

State of residence: Utah State of residence: Utah

/s/ Jeffrey L. Webster /s/ Brian W. Braithwaite
----------------------------- ------------------------------------
Jeffrey L. Webster, an individual Brian W. Braithwaite, an individual

15,750 shares Spire Common Stock 13,500 shares Spire Common Stock

18,972 shares Spire Systems Common 16,263 shares Spire Systems
Stock Common Stock

State of residence: Utah State of residence: Utah

/s/ Robert K. Bench /s/ William A. Fresh
---------------------------- -----------------------------------
Robert K. Bench, an individual William A. Fresh, an individual

10,493 shares Spire Common Stock 2,193 shares Spire Common Stock

10,000 shares Spire Systems Common
Stock
State of residence: Arizona State of residence: Utah

<PAGE>
BOARD OF DIRECTORS AND STOCKHOLDERS
AMACAN RESOURCES CORPORATION:

INDEPENDENT AUDITORS' REPORT

We have audited the accompanying consolidated balance sheet of Amacan Resources
Corporation and subsidiary as of April 30, 1995, and the related consolidated
statements of operations, stockholders' equity and cash flows for the year ended
April 30, 1995. These consolidated financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these consolidated financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. 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 audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Amacan Resources
Corporation and subsidiary as of April 30, 1995, and the results of their
operations and their cash flows for the year ended April 30, 1995, in conformity
with generally accepted accounting principles.

Our audit was made for the purpose of forming an opinion on the basic
consolidated financial statements taken as a whole. The supplementary
information included in the Schedule of Supplementary Information on Oil and Gas
Operations is presented for purposes of additional analysis and is not a
required part of the basic consolidated financial statements. Such
supplementary information, except for that portion marked "unaudited", on which
we express no opinion, has been subjected to the auditing procedures applied in
the audits of the basic consolidated financial statements and, in our opinion,
is fairly stated in all material respects in relation to the basic consolidated
financial statements taken as a whole.

July 25, 1995

<PAGE>

AMACAN RESOURCES CORPORATION AND SUBSIDIARY

CONSOLIDATED BALANCE SHEET
APRIL 30, 1995
<TABLE>
<CAPTION>

ASSETS
- ------
<S> <C>
Current assets:
Cash and cash equivalents $84,851
Accounts receivable 7,956
Accounts receivable from operator 10,755
Investment in certificate of deposit 436,686
---------
Total current assets 540,248
---------
Property and equipment, at cost:
Interests in oil and gas properties, full cost method 3,550,241
Office furniture and equipment 6,114

---------
3,556,355
Less accumulated depreciation, depletion and
amortization 3,305,850
---------
Net property and equipment 250,505
---------
$790,753
---------
---------

LIABILITIES AND STOCKHOLDERS' EQUITY BALANCE
- --------------------------------------------
Current liabilities:
Accounts payable $1,592
Payable to operator 6,164
State income taxes payable 2,000
Deferred compensation, current portion 33,184
---------
Total current liabilities 42,940

Deferred compensation 38,210

Stockholders' equity:
Common stock, $.25 par value. Authorized
8,000,000 shares; issued and outstanding
2,723,714 shares 680,929
Additional paid-in capital 89,504
Retained earnings (deficit) (60,830)
---------
Net stockholders' equity 709,603
---------
$790,753
---------
---------
</TABLE>

See accompanying notes to consolidated financial statements. 2

<PAGE>

AMACON RESOURCES CORPORATION AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED APRIL 30, 1995 AND 1994
<TABLE>
<CAPTION>

1995 1994
-------- -------
<S> <C> <C>
Oil and gas revenues $187,533 188,422
-------- -------
Cost of operations:
Depreciation, depletion and amortization 45,506 66,946
Operating costs 60,139 55,288
Production and other taxes 24,496 24,269
General and administrative expenses 61,808 101,596
-------- -------
191,949 248,099
-------- -------
Loss from operations (4,416) (59,677)
-------- -------

Other income (expense):
Interest income 18,659 9,228
Interest expense (3,893) -
Equity in loss from limited partnership (15,333) (387)
Impairment in value of mining claims
and rights (5,200) -
-------- -------
(5,767) 8,841
-------- -------
Loss before income taxes (10,183) (50,836)

Income tax expense (1,199) (980)
-------- -------
Net loss $(11,382) $(51,816)
-------- -------
-------- -------
Loss per common share:

Net loss $0.00 (0.02)
-------- -------
-------- -------
</TABLE>

See accompanying notes to consolidated financial statements.

<PAGE>

AMACAN RESOURCES CORPORATION AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
YEARS ENDED APRIL 30, 1995 AND 1994
<TABLE>
<CAPTION>

PAR NET
VALUE ADDITIONAL RETAINED STOCK-
NUMBER COMMON PAID-IN EARNINGS HOLDERS'
OF SHARES STOCK CAPITAL (DEFICIT) EQUITY
--------- -------- --------- --------- --------
<S> <C> <C> <C> <C> <C>
Balances, May 1, 1993 2,723,714 $680,929 89,504 2,368 772,801

Net loss - - - (51,816) (51,816)
--------- -------- --------- --------- --------
Balances, April 30, 1994 2,723,714 680,929 89,504 (49,448) 720,985

Net loss - - - (11,382) (11,382)
--------- -------- --------- --------- --------
Balances, April 30, 1995 2,723,714 $680,929 89,504 (60,830) 709,603
--------- -------- --------- --------- --------
--------- -------- --------- --------- --------
</TABLE>

See accompanying notes to consolidated financial statments. 4

<PAGE>

AMACAN RESOURCES CORPORATION AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED APRIL 30, 1995 AND 1994
<TABLE>
<CAPTION>

1995 1994
--------- --------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) $(11,382) (51,816)

Adjustments to reconcile net (loss) to net
cash provided by operating activities:

Depreciation, depletion and amortization 46,008 66,946
Equity in loss from limited partnership 15,333 -
Impairment of mining claims 5,200 387
Decrease in accounts receivable 2,370 7,031
Increase in accounts payable 309 1,093
Increase (decrease) in payable to operator 1,754 (2,803)
Increase (decrease) in deferred
compensation (29,107) 32,680
Decrease in payable to officer and
stockholder - (3,000)
--------- --------
Net cash provided by operating activities 30,485 50,518
--------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in certificate of deposit (436,686) -
Capital expenditures (11,809) (3,335)
--------- --------
Net cash used in investing activities (448,495) (3,335)
--------- --------
CASH FLOWS FROM FINANCING ACTIVITIES - -
--------- --------

Increase (decrease) in cash and cash equivalents (418,010) 47,183

Cash and cash equivalents, beginning of year 502,861 455,678
--------- --------
Cash and cash equivalents, end of year $84,851 502,861
--------- --------
--------- --------
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

Cash paid during the period for taxes $1,199 980
--------- --------
--------- --------
Cash paid for interest $3,893 -
--------- --------
--------- --------
</TABLE>

See accompanying notes to consolidated financial statements. 5

<PAGE>

AMACAN RESOURCES CORPORATION AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
APRIL 30, 1995 AND 1994

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The following significant accounting policies are followed by Amacan
Resources Corporation in preparing and presenting its consolidated
financial statements:

CONSOLIDATION

The consolidated financial statements include the accounts of Amacan
Resources Corporation and its wholly-owned subsidiary, Amacan Industries.
(Collectively referred to as the Company). All significant intercompany
balances and transactions have been eliminated in consolidation.

OPERATIONS AND INTERESTS IN OIL AND GAS PROPERTIES

The Company follows the full-cost accounting method of capitalizing all
exploration and development costs including nonproductive drilling
expenses, lease abandonments, and other related costs. The total
investment in oil and gas properties (including for depletion purposes,
estimated future development costs) is being amortized on the units-of-
production method based on proved oil and gas reserves. Under this method
of accounting, no gains or losses are recognized from the sale or
disposition of properties with insignificant proved oil and gas reserves.
The excess of net capitalized costs over the present value of future net
revenues from estimated proved oil and gas reserves is charged to expense.

The Company's operations and substantially all of its assets are devoted to
oil and gas exploration and development, all of which are located in the
United States. All of its accounts receivable are due from either
purchasers of oil and gas or from oil and gas operators.

PERVASIVENESS OF ESTIMATES

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities as of the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.

<PAGE>

AMACAN RESOURCES CORPORATION AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
APRIL 30, 1995 AND 1994

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED

CASH EQUIVALENTS

For purposes of the consolidated statements of cash flows, the Company
considers all highly liquid debt instruments with original maturities of
three months or less to be cash equivalents. Certificates of deposit with
maturities in excess of three months are classified as investments. The
Company maintains its cash in bank deposit accounts which, at times, may
exceed federally insured limits. The Company has not experienced any
losses in such accounts and believes it is not exposed to any significant
credit risk on cash and cash equivalents.

CONCENTRATIONS OF CREDIT RISK

Financial instruments which potentially subject the Company to
concentration of credit risk consist primarily of accounts receivable and
certificate of deposit. In the normal course of business, the Company
provides credit terms to its customers. Accordingly, the Company performs
ongoing credit evaluations of its customers and maintains allowances for
possible losses which, when realized, have been within the range of
management's expectations.

OFFICE FURNITURE AND EQUIPMENT

Office furniture and equipment are stated at cost and depreciated on a
straight-line basis over their estimated useful lives of five years.

INVESTMENT IN LIMITED PARTNERSHIP

The investment in limited partnership is accounted for using the equity
method which represents the Company's investment, adjusted for its
allocable portion of partnership profits and losses.

INCOME TAXES

Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The effect on
deferred tax assets and liabilities resulting from a change in tax rates is
recognized in income in the period that includes the enactment date.

<PAGE>

AMACAN RESOURCES CORPORATION AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
APRIL 30, 1995 AND 1994

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED

EARNINGS (LOSS) PER COMMON SHARE

Earnings (loss) per common share are based on the weighted average number
of common shares outstanding (2,723,714 in 1995 and 1994).

(2) CERTIFICATE OF DEPOSIT

At April 30, 1995, the Company had a certificate of deposit totaling
$436,686. The certificate matures October 11, 1995, and bears interest at
6.25%. The certificate is insured by the FDIC up to $100,000. The cost of
the certificate is also the market value.

(3) DEFERRED COMPENSATION AGREEMENT

During the year ended April 30, 1994, the Company amended the deferred
compensation plan for its immediate past president (or his beneficiary upon
death) to provide monthly payments of $3,000 for three years commencing
upon retirement. Monthly payments under the amended plan commenced May 1,
1994. Payments of $33,000 were made during the year ended April 30, 1995.

(4) INCOME TAXES

The components of income tax expense are as follows:
<TABLE>
<CAPTION>

YEARS ENDED APRIL 30
---------------------
1995 1994
-------- --------
<S> <C> <C>
Current:
Federal tax effect of net
operating losses $ - -

State current 1,199 980
-------- --------
Deferred - -
-------- --------
Total income tax expense $1,199 980
-------- --------
-------- --------
</TABLE>

<PAGE>

AMACAN RESOURCES CORPORATION AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
APRIL 30, 1995 AND 1994

(4) INCOME TAXES, CONTINUED

Income tax expense for 1995 and 1994 differs from the amounts computed by
applying the U.S. federal income tax rate of 34 percent to income (loss)
before income taxes as a result of the following:
<TABLE>
<CAPTION>

1995 1994
--------- ---------
<S> <C> <C>
Computed "expected" tax expense (benefit) $(3,462) (17,600)
Increase (decrease) in income taxes from:
Effect of graduated tax rates 1,935 9,670
Change in the valuation allowance 8,144 21,996
State income tax expense, net 752 647
Other (6,170) (13,733)
--------- ---------
$1,199 980
--------- ---------
--------- ---------
</TABLE>

The tax effects of temporary differences that give rise to significant
portions of the deferred tax liabilities at April 30, 1995 and 1994, are
presented below:

1995 1994
-------- --------
<S> <C> <C>
Deferred tax assets:
Deferred compensation $26,630 37,487
Investment tax credit carryfowards 14,633 16,100
Percentage depletion carryforwards 287,502 280,386
Net operating loss carryforwards 55,634 50,728
-------- --------
Total gross deferred tax assets 384,399 384,701

Less valuation allowance (302,230) (293,296)
-------- --------
Net deferred tax assets 82,169 91,405

Deferred tax liabilities:
Property and equipment, principally due to
differences in depreciation 82,169 91,405
-------- --------
Total gross deferred tax liability 82,169 91,405
-------- --------
Net deferred income taxes $ - -
-------- --------
-------- --------
</TABLE>

<PAGE>

AMACAN RESOURCES CORPORATION AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
APRIL 30, 1995 AND 1994

(4) INCOME TAXES, CONTINUED

The valuation allowance for deferred tax assets as of May 1, 1993, was
$269,165. The net change in the total valuation allowance for the years
ended April 30, 1995 and 1994 was an increase of $8,934 and $24,131,
respectively. Subsequently recognized tax benefits relating to the
valuation allowance for deferred tax assets as of April 30, 1994, are
reported in the consolidated statement of operations.

At April 30, 1995, the Company has, for income tax purposes, net operating
loss and investment tax credit carryforwards that are available to offset
future taxable income and income tax. These carryforwards expire as listed
in the following table:
<TABLE>
<CAPTION>
AMOUNT OF
CARRYFORWARDS
NET INVEST-
CARRYFOWARDS OPER- MENT
EXPIRING ATING TAX
APRIL 30, LOSS CREDIT
------------------ -------- --------
<S> <C> <C>
1996 $ - 4,500
1997 77,000 7,000
1998 - 1,000
1999 - 1,000
2000 - 900
2001 - 200
2002 - -
2003 - -
2004 40,000 -
2005 19,000 -
2006 - -
2007 13,000 -
-------- -------
$149,000 14,600
-------- -------
-------- -------
</TABLE>

The Company also has approximately $750,000 of statutory percentage
depletion carryforwards available to reduce future taxable income.
Deduction of these carryforwards in any one year is limited to 65 percent
of taxable income before percentage depletion deduction and is carried
forward indefinitely until utilized.

<PAGE>

AMACAN RESOURCES CORPORATION AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
APRIL 30, 1995 AND 1994

(5) SALES TO MAJOR CUSTOMERS

A summary of sales to major customers (ten percent or more of total sales)
follows:
<TABLE>
<CAPTION>
1995 1994
-------- ---------
<S> <C> <C>
Rhone Poulenc $15,550 $17,964
Murphy Oil 105,519 85,568
Questar Pipeline 43,717 47,580
</TABLE>

(6) STOCK OPTION PLAN

On November 1, 1988, the Company's Board of Directors granted nonqualified
options for the purchase of 25,000 shares of the Company's common stock at
$.32 per share, the fair market value at date of grant, to each of the
Company's four directors. These options were exercisable over a five-year
period at a rate of 20 percent annually and subject to forfeiture in the
event any option holder ceased to serve as a director. During October of
1993, all remaining options expired.

(7) RELATED PARTY TRANSACTIONS

DIRECTOR REIMBURSEMENTS

During the years ended April 30, 1995, a stockholder and director was
reimbursed $12,312 for expenses incurred in the course of investigating
business opportunities on behalf of the Company. No such expenses were
incurred during the year ended April 30, 1994.

OPERATING AGREEMENT

The Company has an operating agreement with an oil and gas exploration
company that acts as operator for the majority of the oil and gas
properties in which the Company has an interest. The operator is owned by
a director of the Company, who also owns an interest in many of the
properties, is responsible for managing the properties, paying operating
expenses, billing the working interest

<PAGE>

AMACAN RESOURCES CORPORATION AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
APRIL 30, 1995 AND 1994

(7) RELATED PARTY TRANSACTION, CONTINUED

OPERATING AGREEMENT, CONTINUED

owners for their proportionate share, and arranging for the sale of oil and
gas production from the properties. The Company reimburses the operator
for its share of expenditures based upon monthly billings provided pursuant
to the operating agreement. The Company made payments of $68,433 and
$58,523 to the operator for the years ended April 30, 1995 and 1994,
respectively.

(8) RECLASSIFICATION

Certain amounts for 1994 have been reclassified to be consistent with the
presentation for 1995.

<PAGE>

AMACAN RESOURCES CORPORATION AND SUBSIDIARY

SCHEDULE OF SUPPLEMENTARY INFORMATION ON OIL AND GAS OPERATIONS
YEARS ENDED APRIL 30, 1995 AND 1994

This information on the Company's oil and gas operations as shown in this
schedule is based on the full-cost method of accounting, as defined by the
Securities and Exchange Commission (SEC), and is presented in conformity with
the disclosure requirements of the SEC and Statement of Financial Accounting
Standards No. 69 DISCLOSURES ABOUT OIL AND GAS PRODUCING ACTIVITIES.
<TABLE>
<CAPTION>

COSTS INCURRED IN OIL AND GAS PROPERTY ACQUISITION,
EXPLORATION, AND DEVELOPMENT ACTIVITIES

1995 1994

-------- ---------
<S> <C> <C>
Acquisition of properties:
Proved $ - -
-------- ---------
Unproved 184 143
-------- ---------
Exploration costs - -
-------- ---------
Development costs $8,110 3,192
-------- ---------
</TABLE>

RESULTS OF OPERATIONS FOR PRODUCING ACTIVITIES
<TABLE>
<CAPTION>

1995 1994
-------- ---------
<S> <C> <C>
Revenues:
Sales $187,533 188,422
Transfers - -
-------- ---------
187,533 188,422
-------- ---------
Costs:
Production costs 84,635 79,557
Exploration costs - -
Depreciation, depletion, amortization, and valuation
provisions 45,506 66,946
-------- ---------
130,141 146,503
-------- ---------
Results of operations from producing activities before
taxes (excluding corporate overhead and interest costs) 57,392 41,919

Income tax expense (1,199) (980)
-------- ---------
Results of operations from producing activities
(excluding corporate overhead and interest costs $56,193 40,939
</TABLE>

<PAGE>

AMACAN RESOURCES CORPORATION AND SUBSIDIARY

SCHEDULE OF SUPPLEMENTARY INFORMATION ON OIL AND GAS OPERATIONS, CONTINUED
YEARS ENDED APRIL 30, 1995 AND 1994

CAPITALIZED COSTS RELATING TO OIL AND GAS PRODUCING ACTIVITIES
<TABLE>
<CAPTION>

1995 1994
---------- ----------
<S> <C> <C>
Proved oil and gas properties $3,550,241 3,541,947

Accumulated depreciation, depletion
amortization, and valuation allowances (3,302,749) (3,257,243)
---------- ----------

Net capitalized costs $247,492 284,704
---------- ----------
---------- ----------
</TABLE>

ESTIMATED QUANTITIES OF RESERVES (UNAUDITED)

The estimated quantities of proved oil and gas reserves disclosed in the table
below are based upon estimates by the Company's petroleum engineers. Such
estimates are inherently imprecise and may be subject to substantial revisions.
All quantities shown in the table are proved developed reserves and are located
within the United States.
<TABLE>
<CAPTION>

APRIL 30,
--------------------------------------
1995 1994
---------------- ------------------

BARRELS MCF BARRELS MCF
------- --- ------- ---
<S> <C> <C> <C> <C>
Proved oil and gas reserves:
Balance at beginning of year 40,272 299,040 39,551 330,733
Revisions of previous
estimates 9,360 (28,020) 7,902 18,101
Extensions, discoveries, and
Other additions - - - -
Production (6,561) (48,977) (7,181) (49,794)
------- ------- ------ -------
43,071 222,043 40,272 299,040
------- ------- ------ -------
------- ------- ------ -------
</TABLE>

<PAGE>

AMACAN RESOURCES CORPORATION AND SUBSIDIARY

STANDARDIZED MEASURE OF DISCOUNTED FUTURE NET CASH
FLOWS RELATING TO PROVED OIL AND GAS RESERVES (UNAUDITED)
<TABLE>
<CAPTION>

1995 1994
--------- ---------
<S> <C> <C>
Future cash inflows $947,000 994,000
Future production and development costs (416,000) (476,000)
Future income tax expenses (83,000) (71,000)
--------- ---------
Future net cash flows 448,000 447,000

Annual discount for estimated timing of
cash flows at 10% (147,000) (128,000)
--------- ---------
Standardized measure of discounted future
net cash flows $301,000 319,000
--------- ---------

--------- ---------
</TABLE>

CHANGES RELATING TO STANDARDIZED MEASURE OF DISCOUNTED
FUTURE NET CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>

1995 1994
--------- ---------
<S> <C> <C>
Sales and transfers of oil and gas
produced, net of production costs $(103,000) (109,000)
Net changes in prices and production
costs 56,000 (14,000)
Extensions, discoveries, and improved
recovery, less related costs - -
Revisions of previous quantity estimates 5,000 60,000
Accretion of discount 32,000 35,000
Net change in income taxes (8,000) (3,000)
--------- ---------
Net change $(18,000) (31,000)
--------- ---------
--------- ---------
</TABLE>

<PAGE>

SPIRE TECHNOLOGIES, INC.
AND SPIRE TECHNOLOGIES SYSTEMS DIVISION, INC.

COMBINED FINANCIAL STATEMENTS

APRIL 30, 1995 AND 1994

(WITH INDEPENDENT AUDITORS' REPORT THEREON)

<PAGE>

INDEPENDENT AUDITORS' REPORT

The Board of Directors and Stockholders of
Spire Technologies, Inc. and Spire Technologies Systems Division, Inc.:

We have audited the accompanying combined balance sheets of Spire Technologies,
Inc. and Spire Technologies Systems Division, Inc. as of April 30, 1995 and
1994, and the related combined statements of income, stockholders' equity, and
cash flows for the years then ended. These combined financial statements are
the responsibility of the Companies' management. Our responsibility is to
express an opinion on these combined 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 audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. 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 combined financial statements referred to above present
fairly, in all material respects, the combined financial position of Spire
Technologies, Inc. and Spire Technologies Systems Division, Inc. as of April 30,
1995 and 1994, and the combined results of their operations and their cash flows
for the years then ended in conformity with generally accepted accounting
principles.

KPMG PEAT MARWICK LLP

Salt Lake City, Utah
January 5, 1996

<PAGE>

SPIRE TECHNOLOGIES, INC.
AND SPIRE TECHNOLOGIES SYSTEMS DIVISION, INC.

Combined Balance Sheets

(UNAUDITED)
OCTOBER 31, APRIL 30, APRIL 30,
ASSETS 1995 1995 1994
----------- ---------- ----------
<S> <C> <C> <C>
Current assets:
Cash $1,719,897 766,247 493,460
Accounts receivable 2,114,469 1,524,948 879,007
Other current assets 16,620 17,410 26,518
Defeed tax assets (note 3) 21,287 39,041 27,468
----------- ---------- ----------
Total current assets 3,872,273 2,347,646 1,426,453
Fixed assets:
Land 36,021 36,021 36,021
Buildings 250,489 250,489 250,489
Furniture and equipment 417,496 372,669 258,274
Transportation equipment 11,516 11,516 11,516
Accumulated depreciation (227,744) (202,484) (161,428)
----------- ---------- ----------
Net fixed assets 487,778 468,211 394,872
----------- ---------- ----------
$4,360,051 2,815,857 1,821,325
----------- ---------- ----------
----------- ---------- ----------

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable to bank (note 2) $6,722 -- --
Current portion of
long-term debt (note 2) 49,115 87,527 50,912
Accounts payable 1,304,079 998,115 541,811
Accrued liabilities 912,092 360,388 55,370
Income taxes payable (note 3) 259,734 32,154 12,737
Deferred maintenance revenue 821,496 686,194 522,050
----------- ---------- ----------
Total current liabilities 3,353,238 2,164,378 1,182,880
----------- ---------- ----------
Long-term liabilities:
Long-term debt, excluding
current portion (note 2) 219,633 223,412 307,755
Deferred tax liability (note 3) 5,549 4,773 6,131
----------- ---------- ----------
Total long-term liabilities 225,182 228,185 313,886
----------- ---------- ----------
Stockholders' equity (note 5):
Spire Technologies, Inc.
Common stock, $.01 par value.
Authorized and issued
100,000 shares 1,000 1,000 1,000
Additional paid-in capital 7,410 7,410 7,410
Treasury stock, 17,000
shares, at cost (170,000) (170,000) (170,000)
Spire Technologies
Systems Division, Inc.
Common stock, no par value.
Authorized 1,000,000
shares; issued and outstanding
100,000 shares 1,000 1,000 1,000
Combined retained earnings 942,221 583,884 485,149
----------- ---------- ----------
Total stockholders' equity 781,631 423,294 324,559
----------- ---------- ----------
Commitments and contingencies
(notes 4 and 7) $4,360,051 2,815,857 1,821,325
----------- ---------- ----------
----------- ---------- ----------

</TABLE>

See accompanying notes to combined financial statements.

<PAGE>

SPIRE TECHNOLOGIES, INC.
AND SPIRE TECHNOLOGIES SYSTEMS DIVISION, INC.

Combined Statements of Income

Six months ended October 31, 1995 (Unaudited)
and years ended April 30, 1995 and 1994
<TABLE>
<CAPTION>

(UNAUDITED)
OCTOBER 31, APRIL 30, APRIL 30,
1995 1995 1994
----------- ---------- ----------
<S> <C> <C> <C>
Revenues:
Software licenses and maintenance $4,230,235 5,356,572 3,136,919
Hardware sales and service 2,804,824 4,318,111 2,906,492
----------- ---------- ----------
Total revenues 7,035,059 9,674,683 6,043,411
----------- ---------- ----------
Cost of sales:
Software licenses and maintenance 1,929,075 2,879,943 1,441,133
Hardware sales and service 2,394,384 3,734,132 2,525,896
----------- ---------- ----------
Total cost of sales 4,323,459 6,614,075 3,967,029
----------- ---------- ----------
Gross profit 2,711,600 3,060,608 2,076,382
Selling, general, and administrative
expenses 2,088,690 2,927,081 2,032,513
----------- ---------- ----------
Income from operations 622,910 133,527 43,869
Other income (expense):
Interest income 10,132 10,272 8,812
Interest expense (11,308) (28,348) (25,517)
Other income 308 29,772 --
----------- ---------- ----------
Total other income (expense) (868) 11,696 (16,705)
----------- ---------- ----------
Income before taxes 622,042 145,223 27,164
Income tax expense (note 3) 263,705 46,488 8,931
----------- ---------- ----------
Net income $358,337 98,735 18,233
----------- ---------- ----------
----------- ---------- ----------
Net income per common share $1.95 0.53 0.09
----------- ---------- ----------
----------- ---------- ----------

</TABLE>

See accompanying notes to combined financial statements.

<PAGE>

SPIRE TECHNOLOGIES, INC.
AND SPIRE TECHNOLOGIES SYSTEMS DIVISION, INC.

Combined Statements of Stockholders' Equity

Six months ended October 31, 1995 (Unaudited)
and years ended April 30, 1995 and 1994

STI TOTAL
STI STSDI ADDITIONAL STOCK-
COMMON COMMON PAID-IN TREASURY RETAINED HOLDERS'
STOCK STOCK CAPITAL STOCK EARNINGS EQUITY
------ ------ ---------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>

Balances at April 30, 1993 $1,000 -- 7,410 -- 466,916 475,326
Stock issuance -- 1,000 -- -- -- 1,000
Stock repurchase -- -- -- (170,000) -- (170,000)
Net income -- -- -- -- 18,233 18,233
------ ----- ----- -------- ------- --------
Balances at April 30, 1994 1,000 1,000 7,410 (170,000) 485,149 324,559
Net income -- -- -- -- 98,735 98,735
------ ----- ----- -------- ------- --------
Balances at April 30, 1995 1,000 1,000 7,410 (170,000) 583,884 423,294
Net income -- -- -- -- 358,337 358,337
Balances at October 31, 1995 $1,000 1,000 7,410 (170,000) 942,221 781,631
------ ----- ----- -------- ------- --------
------ ----- ----- -------- ------- --------

</TABLE>

See accompanying notes to combined financial statements.

<PAGE>

SPIRE TECHNOLOGIES, INC.
AND SPIRE TECHNOLOGIES SYSTEMS DIVISION, INC.

Combined Statements of Cash Flows

Six months ended October 31, 1995 (Unaudited)
and years ended April 30, 1995 and 1994

<TABLE>
<CAPTION>
(Unaudited)
October 31, April 30, April 30,
1995 1995 1994
----------- ---------- ----------
<S> <C> <C> <C>
Cash flows from operating activities:
Net income $358,337 98,735 18,233
Adjustments to reconcile net income to net cash
provided by operating activities:
Deferred taxes 18,530 (12,931) 12,249
Depreciation 25,260 41,056 37,313
Decrease (increase) in assets:
Accounts receivable (589,521) (645,941) 368,801
Other current assets 790 9,108 (26,518)
Increase (decrease) in liabilities:
Accounts payable 305,964 456,304 (304,540)
Accrued liabilities 551,704 305,018 20,929
Income taxes payable 227,580 19,417 (2,135)
Deferred maintenance revenue 135,302 164,144 89,877
----------- ---------- ----------
Total adjustments 675,609 336,175 195,976
----------- ---------- ----------
Net cash provided by operating
activities 1,033,946 434,910 214,209
----------- ---------- ----------
Cash flows from investing
activities--purchase of fixed assets (44,827) (114,395) (25,123)
----------- ---------- ----------
Cash flows from financing activities:
Proceeds from issuance of stock -- -- 1,000
Net borrowings on note payable to bank 6,722 -- (13,166)
Principal payments of long-term debt (42,191) (176,167) (52,167)
Proceeds from long-term debt issuance -- 128,439 --
----------- ---------- ----------
Net cash used in financing activities (35,469) (47,728) (64,333)
----------- ---------- ----------
Net increase in cash 953,650 272,787 124,753
Cash at beginning of year 766,247 493,460 368,707
----------- ---------- ----------
Cash at end of year $1,719,897 766,247 493,460
----------- ---------- ----------
----------- ---------- ----------

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid for interest $11,308 28,348 25,517
Cash paid for income taxes -- 23,832 17,705

</TABLE>

See accompanying notes to combined financial statements.

<PAGE>

SPIRE TECHNOLOGIES, INC.
AND SPIRE TECHNOLOGIES SYSTEMS DIVISION, INC.

Notes to Combined Financial Statements

October 31, 1995 (unaudited), April 30, 1995 and 1994

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

DESCRIPTION OF BUSINESS

Spire Technologies, Inc. and Spire Technologies Systems Division, Inc., are
resellers of computer software and hardware, and also provide technical
support for certain software. Their customers consist of business and
governmental entities, geographically dispersed throughout the United
States. As a reseller, the Company is dependent upon third party
suppliers. Over seventy percent of the Company's revenues are derived from
products it obtains from three suppliers.

PRINCIPLES OF COMBINATION

The combined financial statements include the financial statements of Spire
Technologies, Inc. (Spire Technologies or STI) and Spire Technologies
Systems Division, Inc. (STSDI) (the Companies). The Companies operate
under the direction of the same management team and the ownership of the
two entities is controlled by the same individuals. STSDI has no
employees. All work is performed by Spire Technologies and a management
fee is charged for the services provided. All significant intercompany
balances and transactions have been eliminated in combination.

CASH EQUIVALENTS

Cash equivalents of $766,247 and $493,460 at April 30, 1995 and 1994,
respectively, consist of deposits at financial institutions. For purposes
of the combined statements of cash flows, the Companies consider all highly
liquid debt instruments with original maturities of three months or less to
be cash equivalents.

FIXED ASSETS

Fixed assets are stated at cost. Depreciation of fixed assets is computed
on the straight-line method over the estimated useful lives of individual
classes of assets. The estimated useful lives of the individual classes of
assets are as follows:

Buildings 40 years
Furniture and equipment 3-10 years
Transportation equipment 5 years

<PAGE>

SPIRE TECHNOLOGIES, INC.
AND SPIRE TECHNOLOGIES SYSTEMS DIVISION, INC.

Notes to Combined Financial Statements

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

REVENUE RECOGNITION

Revenue from the sale of software licenses and hardware sales is recognized
at the time of delivery. Revenue from maintenance contracts and customer
service is recognized as the service is performed. Deferred maintenance
revenue consists of payments received on software maintenance contracts and
recorded as revenue over the period of the contract, which is typically one
year.

INCOME TAXES

Income taxes are accounted for under the asset and liability method.
Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective
tax bases. Deferred tax assets and liabilities are measured using enacted
tax rates expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled. The effect
on deferred tax assets and liabilities of a change in tax rates is
recognized in income in the period that includes the enactment date.

INCOME PER SHARE

Per share amounts are computed by dividing net income by the weighted
average number of common shares outstanding. There were 183,000, 183,000,
and 190,499 weighted average common shares outstanding at October 31, 1995,
April 30, 1995, and April 30, 1994, respectively.

USE OF ESTIMATES

Management of the Companies has made a number of estimates and assumptions
relating to the reporting of assets and liabilities and the disclosure of
contingent assets and liabilities to prepare these combined financial
statements in conformity with generally accepted accounting principles.
Actual results could differ from those estimates.

UNAUDITED COMBINED FINANCIAL STATEMENTS

In the opinion of management, the unaudited combined financial statements
as of and for the six months ended October 31, 1995, reflect all
adjustments that include only normal and recurring items necessary to
present fairly the financial position and results of operations for such
periods. Results of operations for interim periods are not necessarily
indicative of results that might be achieved for the entire year.

<PAGE>

SPIRE TECHNOLOGIES, INC.
AND SPIRE TECHNOLOGIES SYSTEMS DIVISION, INC.

Notes to Combined Financial Statements

(2) NOTE PAYABLE TO BANK AND LONG-TERM DEBT

Spire Technologies has available with a commercial bank an unsecured line
of credit agreement totaling $75,000. The line of credit bears interest at
prime plus two percent and expires March 23, 1996.

Long-term debt at April 30, 1995 and 1994, consisted of the following:

1995 1994
-------- --------
<S> <C> <C>
8.75% first mortgage payable in monthly installments of
$1,385, including interest, secured by the Company's
land and building with a book
value of $261,495 at April 30, 1995 $ -- 128,033

8.25% first mortgage payable in monthly installments of
$1,173, including interest, with final payment of
$107,417 due July 15, 1999, secured by the Company's
land and building with a book value of $261,495 at
April 30, 1995 125,755 --

8.70% SBA loan payable in monthly installments of $1,078,
including interest, secured by the Company's
land and building with a book value of $261,495 at
April 30, 1995 104,754 107,736

5% simple interest loan payable in monthly installments of
1.4% of the Spire Technologies gross margin from
the prior month, secured by common stock of Spire
Technologies 80,430 122,898
-------- --------
Total long-term debt 310,939 358,667

Less current portion 87,527 50,912
-------- --------
Long-term debt, excluding current portion $223,412 307,755
-------- --------
-------- --------

</TABLE>

<PAGE>

SPIRE TECHNOLOGIES, INC.
AND SPIRE TECHNOLOGIES SYSTEMS DIVISION, INC.

Notes to Combined Financial Statements

(2) NOTE PAYABLE TO BANK AND LONG-TERM DEBT (continued)

Aggregate maturities of long-term debt are as follows:

Year ended April 30:
1996 $ 87,527
1997 7,721
1998 8,400
1999 9,139
2000 112,877
Thereafter 85,275
----------
$ 310,939
----------
----------

(3) INCOME TAXES

Income tax expense consists of:

CURRENT DEFERRED TOTAL
------- -------- -----
<S> <C> <C> <C>

Year ended April 30, 1995:
Federal $50,242 (11,273) 38,969
State 9,177 (1,658) 7,519
------- ------ ------
$59,419 (12,931) 46,488
------- ------ ------
------- ------ ------

Year ended April 30, 1994:
Federal $(3,179) 10,679 7,500
State (139) 1,570 1,431
------- ------ ------
$(3,318) 12,249 8,931
------- ------ ------
------- ------ ------

</TABLE>

Actual income tax expense differs from the "expected" tax expense (computed
by applying the U.S. federal corporate income tax rate of 34 percent to
income before income taxes) as follows:

1995 1994
------- ------
<S> <C> <C>

Computed "expected" tax expense $49,376 9,236

Increase (decrease) in income taxes
resulting from:
State income taxes, net of federal
tax benefit 4,963 840
Other (7,851) (1,145)
------- ------
Income taxes $46,488 8,931
------- ------
------- ------
</TABLE>

<PAGE>

SPIRE TECHNOLOGIES, INC.
AND SPIRE TECHNOLOGIES SYSTEMS DIVISION, INC.

Notes to Combined Financial Statements

(3) INCOME TAXES (continued)

The tax effects of temporary differences that give rise to current deferred
tax assets and noncurrent deferred tax liabilities at June 30, 1995 and
1994, are presented below:

Current deferred tax assets:
Vacation accrual $ 9,232 7,435
Allowance for bad debts 29,809 20,033
------- ------

Total current deferred tax assets $39,041 27,468
------- ------
------- ------

Noncurrent deferred tax liability --
tax depreciation in excess of
book depreciation $ 4,773 6,131
------- ------
------- ------

</TABLE>

In assessing the realizability of deferred tax assets, management considers
whether it is more likely than not that some portion or all of the deferred
tax assets will not be realized. The ultimate realization of deferred tax
assets is dependent upon the generation of future taxable income during the
periods in which those temporary differences become deductible. Based upon
the level of historical taxable income and projections for future taxable
income over the periods which the deferred tax assets are deductible,
management believes it is more than likely than not the Companies will
realize the benefits of these deductible differences.

(4) LEASES

The Companies have several operating leases for office space and equipment,
all of which have terms of one year or less. The Companies incurred rent
expenses of $19,973 and $-0- for the years ended April 30, 1995 and 1994,
respectively. The Companies anticipate renewing these leases under options
clauses in the agreements. Rent expense under these options clauses for
1996 would be $66,174.

<PAGE>

SPIRE TECHNOLOGIES, INC.
AND SPIRE TECHNOLOGIES SYSTEMS DIVISION, INC.

Notes to Combined Financial Statements

(5) STOCK RESTRICTION AGREEMENT

Spire Technologies has entered into an agreement with each of its
stockholders that places certain restrictions on the transfer of common
stock by the stockholders. In general, in the event of a proposed transfer
of stock, the agreement provides Spire Technologies with the first right of
refusal to purchase the shares proposed for transfer. If Spire
Technologies declines to purchase the shares, other stockholders may
acquire the shares not acquired by Spire Technologies. If neither Spire
Technologies nor other stockholders exercise the right to purchase the
shares, the individual may transfer the shares to a third party with the
prior written consent of 75 percent of the issued and outstanding stock of
Spire Technologies. These restrictions would be eliminated in conjunction
with the business combination described in note 7.

(6) RETIREMENT PLAN

Spire Technologies has a qualified defined contribution retirement plan
under Section 401(k) of the Internal Revenue Code. The Plan covers all
employees who meet minimum age and service requirements, and allows
participants to defer a portion of their annual compensation on a pretax
basis. In addition, employer contributions are made at the discretion of
the Board of Directors. Participants are fully vested at all times in
employee contributions. Employer contributions vest over a six-year
period. Employer contributions of $11,545 and $6,001 were made for the
years ended April 30, 1995 and 1994, respectively.

(7) SUBSEQUENT EVENTS

In January 1996, the Companies entered into an agreement and plan of
reorganization with Amacan Resources Corporation (Amacan) that when
consummated will result in a business combination wherein the Companies
will become wholly owned subsidiaries of Amacan. Since 1974, Amacan has
been almost exclusively engaged as a participant with others in oil and gas
operations and development. Amacan's principal assets are working
interests in producing oil and gas wells and options or rights to
participate in the drilling of additional wells.

<PAGE>

SPIRE TECHNOLOGIES, INC.
AND SPIRE TECHNOLOGIES SYSTEMS DIVISION, INC.

Notes to Combined Financial Statements

(7) SUBSEQUENT EVENTS (continued)

At the closing of the business combination, (a) the 389,102 shares of
Amacan's common stock previously outstanding (as adjusted for a reverse
stock split) will remain outstanding and (b) Amacan will issue an
additional 3,501,883 shares of its common stock for all of the issued and
outstanding shares of the Companies' common stock. The business
combination will be treated for accounting purposes as a "reverse merger"
wherein the Companies will be shown as the acquiring company even though
Amacan will issue its common shares to acquire the Companies because the
stockholders of the Companies will have the significant majority of the
outstanding common stock after the combination, and management of the
Companies will become the management of the combined Companies. The
business combination will be accounted for as a purchase transaction with
the net assets of Amacan being recorded at their fair value at the date of
closing and operating results of Amacan prior to the business combination
will not be included with the historical operating results of the
Companies.

The following unaudited proforma financial information presents the
combined results of operations of the Companies and Amacan as if the
acquisition had occurred as of May 1, 1993. The proforma financial
information does not necessarily reflect the results of operations that
would have occurred had the Companies and Amacan constituted a single
entity during such periods.

SIX MONTHS
ENDED YEARS ENDED APRIL 30,
OCTOBER 31, -------------------------
1995 1995 1994
----------- ---------- ----------
<S> <C> <C> <C>

Net sales $7,110,191 9,862,216 6,231,833
Net income 367,388 127,258 31,242
Net income per share .09 .04 .01

</TABLE>

In December 1995, Spire Technologies adopted an employee stock option plan
for which 12,000 shares (pre merger) of its common stock have been reserved
for issuance under the plan. A total of 8,155 options (pre merger) were
granted, at a price of $44 per share upon adoption of the plan.