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