SHARE EXCHANGE PLAN BETWEEN
I G E, INC.
AND
LIFE PARTNERS, INC.
In accordance with Art. 5.02 of the Texas Business Corporation Act, this
document sets forth the plan of exchange between I.G.E., Inc., a Massachusetts
Corporation, and Life Partners, Inc., a Texas Corporation. This plan has been
approved by and is recommended for the approval of the shareholders of both
corporations by the boards of directors of both of the aforementioned companies.
1. The name of the corporation whose shares will be acquired will be Life
Partners, Inc. (hereafter referred to as "LPI"). This company is the
oldest and largest viatical settlement company in the world with over
eight years of operating experience and is domiciled and duly licensed
in the State of Texas.
2. The name of the acquiring corporation is I.G.E., Inc. (hereafter
referred to as "IGE"). This company is a publicly traded shell
corporation with no current operations.
3. The terms of the exchange are as follows:
a. Upon the approval of at least two-thirds (2/3) of the
shareholders of each company, IGE will transfer to the
shareholders of LPI 9,500,000 treasury shares of IGE common
stock. The 500,000 outstanding shares of IGE common stock will
remain in the hands of its current shareholders.
b. In consideration for the issuance of the 9,500,000 shares of
IGE common stock to the shareholders of LPI, the shareholders
of LPI shall transfer 100% of the common stock in LPI to IGE
thereby making LPI a wholly owned operating subsidiary of IGE.
c. Immediately following the above-described share exchange and
upon the ratification by a majority of the shareholders of
each company, all of the current officers and directors of IGE
shall resign their positions and the persons elected by the
board of directors of IGE to replace the current officers and
directors shall assume their duties. The number of directors
of IGE shall be changed to five.
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d. All of IGE's corporate records and its principal place of
business shall be relocated to 6614 Sanger Ave., Waco, Texas
76712.
At any time prior to the actual transfer of shares described above, the
foregoing plan of exchange may be abandoned by a majority vote of the board
of directors of either LPI or IGE.
Dated: January 18, 2000
I.G.E., Inc. By: /s/ Bob Royal, President
Life Partners, Inc. By: /s/ Brian D. Pardo, President
