-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, T7b31Ahjx3Mcf/EgZOEy2NZ+pJGzdK2G2kHISDTRrCyn/bL9praZNpk1bUjtefx2 FeqgvqrY4M8Q10F5mv64DQ== /in/edgar/work/0001023175-00-000300/0001023175-00-000300.txt : 20001116 0001023175-00-000300.hdr.sgml : 20001116 ACCESSION NUMBER: 0001023175-00-000300 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20001031 ITEM INFORMATION: ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20001114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LOGIO INC CENTRAL INDEX KEY: 0001085278 STANDARD INDUSTRIAL CLASSIFICATION: [7370 ] IRS NUMBER: 841370590 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-27453 FILM NUMBER: 769069 BUSINESS ADDRESS: STREET 1: 405 EAST 12450 SOUTH CITY: DRAPER STATE: UT ZIP: 84020 BUSINESS PHONE: 8018169904 MAIL ADDRESS: STREET 1: 405 EAST 12450 SOUTH CITY: DRAPER STATE: UT ZIP: 84020 FORMER COMPANY: FORMER CONFORMED NAME: WORDCRUNCHER INTERNET TECHNOLOGIES DATE OF NAME CHANGE: 19990428 8-K 1 0001.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the securities Exchange Act October 31, 2000 Date of Report (Date of Earliest Event Reported) LOGIO, INC. (Exact Name of Registrant as Specified in its Charter) 405 East 12450 South, Suite B Draper, Utah 84020 (Address of principal executive offices) (801) 816-9904 Registrant's telephone number NEVADA 000-24753 84-1370590 (State or other (Commission File Number) (I.R.S. Employer jurisdiction of Identification No.) incorporation) In this report references to "Logio," "we," "us," and "our" refer to Logio, Inc. FORWARD LOOKING STATEMENTS This report contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. For this purpose any statements contained in this report that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, words such as "may," "will," "expect," "believe," "anticipate," "estimate," or "continue" or comparable terminology are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties, and actual results may differ materially depending on a variety of factors, many of which are not within Logio's control. These factors include but are not limited to economic conditions generally and in the industries in which Logio may participate; competition within Logio's chosen industry, including competition from much larger competitors; technological advances and failure by Logio to successfully develop business relationships. ITEM 1: CHANGES IN CONTROL OF LOGIO Pursuant to the Agreement described below, Logio will become a wholly-owned subsidiary of Pacific WebWorks, Inc., a Nevada corporation, upon completion of a stock-for-stock exchange. Pacific WebWorks intends to issue 2.8 million of its authorized but unissued common stock to acquire 100% of our issued and outstanding shares. The agreement does not require a change in our Board of Directors and any future changes will require stockholder approval from a majority of Pacific WebWorks stockholder. ITEM 2: ACQUISITION AND DISPOSITION OF ASSETS On October 31, 2000, our board of directors approved signing of an Agreement and Plan of Reorganization to participate in a stock for stock exchange with Pacific WebWorks. Pursuant to the agreement, Pacific WebWorks's will issue 2,800,000 shares, par value $0.001, in exchange for 18,425,830 outstanding common shares of Logio. About Pacific WebWorks Pacific WebWorks develops business software technologies for Internet merchants. Its premier product, Visual WebTools , allows small to medium sized business owners to expand their business onto the Internet. Pacific WebWorks' product lets a business create, manage, maintain and edit its own web site. Pacific WebWorks' wholly-owned subsidiary, IntelliPay, Inc., provides online, secure, and real-time payment processing. Summary of Terms (1) Pacific WebWorks intends to acquire 100% of the 18,425,830 shares of Logio common stock which is issued and outstanding stock as of October 31, 2000. (2) Pacific WebWorks will exchange 2.8 million shares of its common stock for the Logio common stock, or an exchange ratio of approximately 6.6 Logio shares for one Pacific WebWorks share. (3) The acquisition is contingent upon stockholder approval by a majority Page 2 of Logio's stockholders and we expect to obtain stockholder approval at a special meeting of our stockholders to be held December 22, 2000. (4) The acquisition is contingent upon registration of the 2.8 million Pacific WebWorks shares. Pacific WebWorks expects to file a registration statement on Form S-4 to register the shares to be exchanged under the Securities Act of 1933. The SEC must review that registration statement and declare it effective before the exchange can occur. (5) Pacific WebWorks plans to structure the acquisition as a tax-free, stock-for-stock transaction which complies with the provisions of Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended. (6) Termination of the agreement may occur if either party fails to comply in any material respect with the covenants and agreements outlined in the agreement or if any representations or warranties in the acquisition agreement are materially inaccurate. The parties may terminate the agreement by mutual consent. (7) Upon completion of the exchange, Logio's stockholders will hold approximately 15.8% of the 17,658,342 then issued and outstanding shares of Pacific WebWorks. In August 2000 our management met with members of Pacific WebWorks to discuss sales and marketing ideas for our technology. As a result of this meeting Pacific WebWorks' management realized that Logio's technology would lend itself to the additional products they had outlined in their business plan. Later that month Pacific WebWorks' management returned to Logio to evaluate our technology in more detail. During the next several weeks the companies held meetings which culminated in the letter of intent in September for the acquisition of Logio by Pacific WebWorks. Except as described in this report, neither we, nor to the best of our knowledge, any of our directors, executive officers or other affiliates had any contract, arrangement, understanding or relationship with any other person with respect to any Pacific WebWorks shares. Except as described in this report, there have been no contacts, negotiations or transactions within the last two years between us or any of our directors, executive officers or their affiliates, on the one hand, and Pacific WebWorks or its affiliates, on the other hand, regarding the merger, consolidation, acquisition of shares or election of directors. The consideration exchanged in the acquisition was negotiated at "arms length" and the source of consideration we intend to use to complete the acquisition is our 18,425,830 outstanding common shares. The 6.6 to 1 exchange rate was based upon an evaluation of our assets, technology, management, business operations and future potential of Logio coupled with the trading history of both companies' shares on the OTC Bulletin Board over the 30 days prior to the letter of intent. Our board of directors determined that the consideration for the exchange was reasonable based upon these factors. At September 30, 2000, we had $1,755,093 in total assets. The majority of our assets, 84.4%, are fixed assets, which have a net book value of $1,480,493. Our fixed assets consist mostly of computer equipment, which was acquired to run our Internet application. The computers are mostly SunTM Mircrosystems servers and workstations. Along with the Sun equipment, we had load balancing and firewall equipment, which improve upon and protect the accessibility to our application. Cash is the next Page 3 most significant asset at $171,226, or 9.8%, of total assets. The balance of our assets are primarily prepaid assets mostly for service contracts on our computer equipment, and are being amortized over our contract period. ITEM 7: FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (a) Financial Statements. None (b) Pro Forma Financial Information. The pro forma consolidated financial statements of Pacific WebWorks for the period ended September 30, 2000 and December 31, 1999 are attached. The pro forma consolidated statements of operation assumes that the entities were together as of January 1, 1999. The pro forma consolidated balance sheet assumes elimination of intercompany payables and receivables, the issuance of 2,800,000 shares of common stock and the amortization of good will. (c) Exhibits. Exhibit No. Exhibit ----------- ------- 2.1 Agreement and Plan of Reorganization between Pacific WebWorks and Logio, dated October 31, 2000 . Page 4 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Logio, Inc. /s/ Ken Bell 11/10/00 By: ______________________________________ Date: ________________________ Ken Bell, President, CEO and Director Page 5 PROFORMA - CONSOLIDATED BALANCE SHEETS
Pacific Logio, Inc Webworks, Inc. Before Adjustments September 30, September 30, Adjustments -------------------------- Proforma 2000 2000 NewCo DR CR NewCo ------------- ------------- ------------- ------------ ------------- ------------- (Unaudited) (Unaudited) ASSETS CURRENT ASSETS Cash and cash equivalents $ 171,226 $ 72,044 $ 243,270 $ 243,270 Short term investments - - - - Accounts receivable 28,815 232,483 261,298 261,298 Employee receivables - 3,924 3,924 3,924 Note receivable - - - - Prepaid assets 68,748 362,350 431,098 431,098 ------------- ------------- ------------- ------------ ------------- ------------- Total current assets 268,789 670,801 939,590 939,590 ------------- ------------- ------------- ------------ ------------- ------------- PROPERTY & EQUIPMENT, net 1,480,493 443,826 1,924,319 1,924,319 OTHER ASSETS 5,811 4,631,723 4,637,534 1,999,442 299,916 6,337,060 ------------- ------------- ------------- ------------ ------------- ------------- $ 1,755,093 $ 5,746,350 $ 7,501,443 $ 9,200,969 ============= ============= ============= ============ ============= ============ CURRENT LIABILITIES Current portion of long-term capital lease obligations $ 312,880 $ - $ 312,880 312,880 Accounts payable 99,866 473,599 573,465 573,465 Accrued expenses 57,091 271,485 328,576 328,576 Deferred Revenues - 2,967,088 2,967,088 2,967,088 Notes Payable-Related Parties - 216,580 216,580 216,580 Notes Payable - Vendors 96,116 - 96,116 96,116 ------------- ------------- ------------- ------------ ------------- ------------ Total current liabilities 565,953 3,928,752 4,494,705 4,494,705 CAPITAL LEASE OBLIGATIONS, less current maturities 38,582 - 38,582 38,582 STOCKHOLDERS' EQUITY (Notes 3, 5 and 6) Preferred stock - - - - Common stock 17,271 14,858 32,129 17,271 (2,800) 17,658 Additional paid-in capital 18,371,258 9,763,603 28,134,860 18,371,258 (3,147,200) 12,910,803 Accumulated deficit (17,237,971) (7,960,863) (25,198,834) 299,916 (17,237,971) (8,260,779) ------------- ------------- ------------- ------------ ------------- ------------ Total stockholders' equity 1,150,558 1,817,598 2,968,156 4,667,682 ------------- ------------- ------------- ------------ ------------- ------------ $ 1,755,092 $ 5,746,350 $ 7,501,442 $ 9,200,969 ============= ============= ============= ============ ============= ============
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PROFORMA - CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) Pacific Logio, Inc. Webworks, Inc. Nine Months Nine Months Ended Ended Before Adjustments September 30, September 30, Adjustments -------------------------- Proforma 2000 2000 NewCo DR CR NewCo ------------- ------------- ------------- ------------ ------------- ------------- Revenues Advertising $ 2,180 $ - 2,180 $ 2,180 Product - 3,273,508 3,273,508 3,273,508 ------------- ------------- ------------- ------------ ------------- ------------- 2,180 3,273,508 3,275,688 3,275,688 Cost of sales 440,907 212,597 653,504 653,504 ------------- ------------- ------------- ------------ ------------- ------------- Gross profit (loss) (438,727) 3,060,911 2,622,184 2,622,184 ------------- ------------- ------------- ------------ ------------- ------------- Research and development 1,672,316 645,372 2,317,688 2,317,688 Selling expenses 658,034 4,503,581 5,161,615 5,161,615 General and administrative 976,183 2,255,464 3,231,647 3,231,647 Depreciation and amortization 606,141 730,052 1,336,193 299,916 1,636,109 Compensation expense for stock options 631,242 - 631,242 631,242 ------------- ------------- ------------- ------------ ------------- ------------- Total operating expenses 4,543,916 8,134,469 12,678,385 299,916 12,978,301 ------------- ------------- ------------- ------------ ------------- ------------- Loss from operations (4,982,643) (5,073,558) (10,056,201) (299,916) (10,356,117) Other income (expense) Interest income 55,002 - 55,002 55,002 Financing charges (133,703) - (133,703) (133,703) Loss on disposal of equipment (2,215) - (2,215) (2,215) Interest expense (96,422) (100,553) (196,975) (196,975) ------------- ------------- ------------- ------------ ------------- ------------- (177,338) (100,553) (277,891) (277,891) ------------- ------------- ------------- ------------ ------------- ------------- Net loss before extraordinary item (5,159,981) (5,174,111) (10,334,092) (299,916) (10,634,008) Extraordinary gain 204,238 - 204,238 204,238 ------------- ------------- ------------- ------------ ------------- ------------- NET LOSS (4,955,743) (5,174,111) (10,129,854) (299,916) (10,429,770) Deduction for dividends and accretion (64,360) - (64,360) (64,360) ------------- ------------- ------------- ------------ ------------- ------------- Net loss attributable to common stockholders $ (5,020,103) $ (5,174,111) $(10,194,214) $ (299,916) $ - $(10,494,130) ============= ============= ============= ============ ============= ============= Net loss per common share - basic and diluted Before extraordinary item and deduction for dividends and accretion (0.38) (0.41) Extraordinary gain 0.020 - Deduction for dividends and accretion (0.01) - ------------- ------------- ------------- $ (0.37) $ (0.41) $ (0.69) ============= ============= ============= Weighted-average number of shares outstanding - basic and diluted 13,509,126 12,504,532 15,304,532 ============= ============= =============
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PROFORMA - CONSOLIDATED STATEMENTS OF OPERATIONS Pacific Logio, Inc. Webworks, Inc. Year Year Ended Ended Before Adjustments December 31, December 31, Adjustments -------------------------- Proforma 1999 1999 NewCo DR CR NewCo ------------- ------------- ------------- ------------ ------------- ------------- (Unaudited) (Unaudited) Revenues Advertising $ - $ - $ - Product 23,355 305,628 328,983 328,983 ------------- ------------- ------------- ------------ ------------- ------------- 23,355 305,628 328,983 328,983 Cost of sales 15,071 42,874 57,945 57,945 ------------- ------------- ------------- ------------ ------------- ------------- Gross profit (loss) 8,284 262,754 271,038 271,038 ------------- ------------- ------------- ------------ ------------- ------------- Research and development 1,198,546 320,479 1,519,025 1,519,025 Selling expenses 953,708 406,917 1,360,625 1,360,625 General and administrative 1,340,486 773,283 2,113,769 2,113,769 Depreciation and amortization 179,169 44,029 223,198 399,888 623,086 Compensation expense for stock options and warrants 1,452,610 1,242,584 2,695,194 2,695,194 ------------- ------------- ------------- ------------ ------------- ------------- Total operating expenses 5,124,519 2,787,292 7,911,811 399,888 8,311,699 ------------- ------------- ------------- ------------ ------------- ------------- Loss from operations (5,116,235) (2,524,538) (7,640,773) (399,888) (8,040,661) Other income (expense) Interest income 196,310 1,246 197,556 197,556 Loss on Investment (25,000) (25,000) (25,000) Interest expense (9,955) (19,243) (29,198) (29,198) ------------- ------------- ------------- ------------ ------------- ------------- 186,355 (42,997) 143,358 143,358 ------------- ------------- ------------- ------------ ------------- ------------- NET LOSS (4,929,880) (2,567,535) (7,497,415) (399,888) (7,897,303) Deduction for dividends and accretion (6,469,861) - (6,469,861) (6,469,861) ------------- ------------- ------------- ------------ ------------- ------------- Net loss attributable to common stockholders (11,399,741) (2,567,535) (13,967,276) (399,888) (14,367,164) ============= ============= ============= ============ ============= ============= Net loss per common share - basic and diluted (Note 4) $ (0.96) $ (0.27) $ (1.16) ============= ============= ============= Weighted-average number of shares outstanding - basic and diluted 11,879,919 9,632,500 12,432,500 ============= ============= ============= 8
EX-2.1 2 0002.txt AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION ("Plan") is made this 31st day of October, 2000, among Pacific WebWorks, Inc., a Nevada corporation ("Pacific"); Logio, Inc., a Nevada corporation, any and all of its subsidiaries (hereinafter collectively referred to as "Logio"). and its shareholders (hereinafter "Shareholders"). WHEREAS, the Board of Directors of Pacific and Logio have unanimously approved the acquisition of Logio by Pacific; WHEREAS, this Plan is contingent upon approval of a majority of the Logio Shareholders and such Shareholders by their approval agree to exchange Logio shares in accordance with the terms of this Plan; and WHEREAS, this Plan is contingent upon registration of the common shares to be issued in the exchange pursuant to the Securities Act of 1933. Pacific WebWorks agrees to file a registration statement of Form S-4 as soon as possible upon the execution of this Plan. Pacific wishes to acquire all the issued and outstanding stock of Logio for and in exchange for stock of Pacific, in a stock for stock transaction intending to qualify as a tax-free exchange pursuant to Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended. The parties intend for this Plan to represent the terms and conditions of such tax-free reorganization, which Plan the parties hereby adopt. NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, IT IS AGREED: Section 1 Terms of Exchange 1.1 Number of Shares. Upon the execution hereof and approval by a majority of the Logio shareholders the Shareholders of Logio agree to assign, transfer, and deliver to Pacific, free and clear of all liens, pledges, encumbrances, charges, restrictions or known claims of any kind, nature or description, approximately 18,425,830 shares of Logio common stock which represents 100% of the issued and outstanding stock of Logio, in exchange for 2,800,000 common shares of Pacific's stock, par value $.001 subject to the provisions of this Plan. Subsequent to the date hereof, the Shareholders shall surrender all the Logio certificates to Pacific. Upon the consummation of the transaction contemplated herein, Logio shall be a wholly owned subsidiary of Pacific. 1.2 Anti-Dilution. For all relevant purposes of this Plan, the number of Pacific shares to be issued and delivered pursuant to this Plan, shall be appropriately adjusted to take into account any stock split, stock dividend, reverse stock split, recapitalization, or similar change in Pacific common stock, which may occur between the date of the execution of this Plan and the date of the delivery of such shares. 1.3 Further Assurances. Subsequent to the execution hereof, and from time to time thereafter, the Shareholders shall execute such additional instruments and take such other action as Pacific may reasonably request in order to more effectively sell, transfer and assign clear title and ownership in the Logio Shares to Pacific. Section 2 Closing Events 2.1 Execution of Plan. The execution of the Plan shall be completed at the law office of Daniel W. Jackson, 525 South 300 East, Salt Lake City, Utah on or before November 15, 2000 or at such other time or place as may be mutually agreed upon by the parties. The execution may also be accomplished by wire, express mail or other courier service, conference telephone communications or as otherwise agreed by the respective parties or their duly authorized representatives. Upon the execution of the Plan, each of the respective parties hereto shall execute, acknowledge and deliver (or shall cause to be executed, acknowledged, and delivered) any agreements, resolutions, rulings, or other instruments required by this Plan to be so delivered, 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 transaction contemplated hereby by December 31, 2000 2.2 Registration of Pacific Shares. Upon the execution of the Plan as outlined in Section 1.1 hereof, Pacific shall, as soon as practicable, file an S-4 Registration Statement with the Securities and Exchange Commission to cover the 2,800,000 shares issued pursuant to this agreement. 2.3 Delivery of Certificates. Once the Securities and Exchange Commission has declared the Registration Statement effective the Shareholders shall transfer to Pacific the shares of common stock of Logio listed opposite their respective names on Exhibit A hereto (the "Logio Shares") in exchange for shares of the common stock of Pacific as outlined above in Section 1.1 hereof (the "Pacific Stock"). All of such shares of Pacific Stock shall be issued to the Shareholders of Logio, in the numbers shown opposite their respective names in Exhibit A no later than 30 days after the registration statement is declared effective. The transfer of Logio Shares by the Shareholders shall be effected by the delivery to Pacific of certificates representing the transferred shares endorsed in blank or accompanied by stock powers executed in blank, with all signatures guaranteed by a national bank and with all necessary transfer taxes and other revenue stamps affixed and acquired at the Shareholders' expense. 2.4 Closing. The closing shall be effected, as soon as practicable, after all of the outlined conditions and transactions contained in Sections 1.1., 1.2 and 1.3 have been satisfied (the"Closing") . -2- Section 3 Representations, Warranties and Covenants of Pacific Pacific represents and warrants to, and covenants with, the Shareholders and Logio as follows: 3.1 Corporate Status. Pacific is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada. Pacific has full corporate power and is duly authorized, qualified, franchised, and licensed under all applicable laws, regulations, ordinances, and orders of public authorities to own all of its properties and assets and to carry on its business on all material respects as it is now being conducted, and there is no other jurisdiction in which the character and location of the assets owned by it, or the nature of the business transacted by it, requires qualification. Included in the Pacific schedules (defined below) are complete and correct copies of its Articles of Incorporation and Bylaws as in effect on the date hereof. The execution and delivery of this Plan does not, and the consummation of the transactions contemplated hereby will not, violate any provision of Pacific's Articles of Incorporation or Bylaws. Pacific has taken all action required by law, its Articles of Incorporation, its Bylaws, or otherwise, to authorize the execution and delivery of this Plan. 3.2 Capitalization. The authorized capital stock of Pacific as of the date hereof consists of 50,000,000 common shares, par value $.001. As of the date hereof there are 15,008,342 common shares of Pacific issued and outstanding. The foregoing shares constitute fully paid, non-assessable shares. 3.3 Options, Warrants and Rights. Pacific has entered into stock option and warrant contracts with key employees, directors, consultants and investors for an equity interest in Pacific and the resulting issuance of shares pursuant to certain agreements. As of October 15, 2000, Pacific has options outstanding to purchase 1,122,735 shares of its common stock and warrants to purchase 1,250,000 common shares to certain persons pursuant to various agreements attached hereto as Exhibit B. 3.4 Financial Statements. (a) Pacific hereby warrants and covenants to Logio that the reviewed financial statements for the period ended September 30, 2000 and audited financial statements for the years ended December 31, 1999 and 1998, fairly and accurately represent the financial condition of Pacific and that the same will be prepared along with the period ended as of the date of Closing, for consolidation, which shall be prepared in accordance with generally accepted accounting principles consistently applied, on or before the expiration of forty-five days from the date of execution of the Plan. (b) Pacific hereby warrants and represents that the audited financial statements for the periods set forth in subparagraph (a), supra, fairly and accurately represent the financial condition of Pacific as submitted heretofore to Logio for examination and review. -3- 3.5 Conduct of Business. Pacific will use its best efforts to maintain and preserve its business organization, employee relationships and goodwill intact, and will not, without the prior written consent of Logio, enter into any material commitments except in the ordinary course of business. Pacific will conduct itself in the following manner pending the Closing: (a) Certificate of Incorporation and Bylaws. No change will be made in the Articles of Incorporation or Bylaws of Pacific. (b) Capitalization, etc. Pacific will not make any change in its authorized or issued shares of any class, declare or pay any dividend or other distribution, or issue, encumber, purchase or otherwise acquire any of its shares of any class. 3.6 Title to Property. Pacific has good and marketable title to all of its properties and assets, real and personal, proprietary or otherwise, as will be reflected in the balance sheets of Pacific, and the properties and assets of Pacific are subject to no mortgage, pledge, lien or encumbrance, unless as otherwise disclosed in its financial statements. 3.7 Litigation. There are no material actions, suits, or proceedings, pending, or, to the best knowledge of Pacific, threatened by or against or affecting Pacific at law or in equity, or before any governmental agency or instrumentality, domestic or foreign, or before any arbitrator of any kind; Pacific does not have any knowledge of any default on its part with respect to any judgment, order, writ, injunction, decree, warrant, rule, or regulation of any court, arbitrator, or governmental agency or instrumentality. 3.8 Books and Records. From the date hereof until the Closing, and for any reasonable period subsequent thereto, Pacific and its present management will (I) give to the Shareholders and Logio, or their duly authorized representatives, full access, during normal business hours, to all of its books, records, contracts and other corporate documents and properties so that the Shareholders and Logio, or their duly authorized representatives, may inspect them; and (ii) furnish such information concerning the properties and affairs of Pacific as the Shareholders and Logio, or their duly authorized representatives, may reasonably request. 3.9 Confidentiality. Until the Closing (and thereafter if there is no Closing), Pacific and its representatives will keep confidential any information which they obtain from the Shareholders or from Logio concerning its properties, assets and the proposed business operations of Logio. If the terms and conditions of this Plan imposed on the parties hereto are not consummated on or before the Closing or otherwise waived or extended in writing to a date mutually agreeable to the parties hereto, Pacific will return to Logio all written matter with regard to Logio obtained in connection with the negotiations or consummation of this Plan. 3.10 Conflict with Other Instruments. The transactions contemplated by this Plan will not result in the breach of any term or provision of, or constitute a default under any indenture, mortgage, -4- deed of trust, or any material agreements or instrument to which Pacific was or is a party, or to which any of its assets or operations are subject, and will not conflict with any provision of the Articles of Incorporation or Bylaws of Pacific. 3.11 Corporate Authority. Pacific has full corporate power and authority to enter into this Plan and to carry out its obligations hereunder and will deliver to the Shareholders and Logio, or their respective representatives, as of the date of the execution of the Plan, a certified copy of resolutions of its Board of Directors authorizing execution of this Plan by its officers and performance thereunder. 3.12 Special Covenants and Representations Regarding the Exchanged Pacific Stock. The consummation of this Plan and the transactions herein contemplated include the issuance of the exchanged Pacific shares to the Shareholders, which constitutes an offer and sale of securities under the Securities Act of 1933, as amended, and applicable states' securities laws. The shares to be issued in the transaction shall be registered. 3.13 Undisclosed or Contingent Liabilities. Pacific hereby represents and warrants that it has no undisclosed or contingent liabilities which have not been disclosed to Logio. 3.14 Information. The information concerning Pacific set forth in this Plan, and the Pacific schedules attached hereto, are complete and accurate in all material respects and do not contain, or will not contain, when delivered, any untrue statement or a material fact or omit to state a material fact the omission of which would be misleading to Logio or the shareholders of Logio in connection with this Plan. 3.15 Title and Related Matters. Pacific has good and marketable title to all of its properties, interests in properties, and assets, real and personal, which are reflected, or will be reflected, in the Pacific balance sheets, free and clear of any and all liens and encumbrances. 3.16 Contracts or Agreements. Pacific is not bound by any material contracts, agreements or obligations which it has not already disclosed to Logio in writing. 3.17 Governmental Authorizations. Pacific has all licenses, franchises, permits and other government authorizations that are legally required to enable it to conduct its business in all material respects as conducted on the date hereof. Except for compliance with federal and state securities laws, no authorization, approval, consent or order of, or registration, declaration, or filing with, any court or other governmental body is required in connection with the execution and delivery by Pacific of this Plan and the consummation by Logio of the transactions contemplated hereby. 3.18 Compliance with Laws and Regulations. Pacific has complied with all applicable statutes and regulations of any federal, state, or other applicable jurisdiction or agency thereof, except to the extent that noncompliance would not materially and adversely affect the business, operations, properties, assets, or condition of Pacific or except to the extent that noncompliance would incur any material liability, not otherwise disclosed to Logio. -5- 3.19 Approval of Plan. The Board of Directors of Pacific has authorized the execution and delivery of this Plan by Pacific and have approved the Plan and the transactions contemplated hereby. Pacific has full power, authority, and legal right to enter into this Plan and to consummate the transactions contemplated hereby. 3.20 Investment Intent. Pacific is acquiring the Logio Shares to be transferred to it under this Plan for investment and not with a view to the sale or distribution thereof, and Pacific has no commitment or present intention to liquidate Logio or to sell or otherwise dispose of the Logio Shares. 3.21 Unregistered Shares and Access to Information. Pacific understands that the offer and sale of the Logio Shares have not been registered with or reviewed by the Securities and Exchange Commission under the Securities Act of 1933, as amended, or with or by any state securities law administrator, and no federal, state securities law administrator has reviewed or approved any disclosure or other material concerning Logio or the Logio Shares. Pacific has been provided with and reviewed all information concerning Logio, the Logio Shares as it has considered necessary or appropriate as a prudent and knowledgeable investor to enable it to make an informed investment decision concerning the Logio Shares. Pacific has made an investigation as to the merits and risks of its acquisition of the Logio Shares and has had the opportunity to ask questions of, and has received satisfactory answers from, the officers and directors of Logio concerning Logio, the Logio Shares and related matters, and has had an opportunity to obtain additional information necessary to verify the accuracy of such information and to evaluate the merits and risks of the proposed acquisition of the Logio Shares. 3.22 Pacific Schedules. Pacific has delivered to Logio the following items pertaining to Pacific, listed below, hereafter referred to as the "Pacific Schedules", which is hereby incorporated by reference and made a part hereof. A certification has been executed by a duly authorized officer of Pacific on or about the date which the Plan is executed to certify that the Pacific Schedules are true and correct. (a) Copy of Articles of Incorporation and any amendments, and Bylaws; (b) Financial Statements; (c) Shareholder List; (d) Resolutions of Directors approving Plan; (e) Officers' Certificate as required under Section 6.2 of the Plan; (f) Opinion of counsel as required under Section 6.4 of the Plan; (g) Certificate of Good Standing; -6- Section 4 Representations, Warranties and Covenants of Logio Logio represents and warrants to, and covenants with, the Shareholders and Pacific as follows: 4.1 Corporate Status. Logio is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada incorporated on November 24, 1997. Logio has full corporate power and is duly authorized, qualified, franchised, and licensed under all applicable laws, regulations, ordinances, and orders of public authorities to own all of its properties and assets and to carry on its business on all material respects as it is now being conducted. Included in the Logio schedules (defined below) are complete and correct copies of its Articles of Incorporation and Bylaws as in effect on the date hereof. The execution and delivery of this Plan does not, and the consummation of the transactions contemplated hereby will not, violate any provision of Logio's Articles of Incorporation or Bylaws. Logio has taken all action required by law, its Articles of Incorporation, its Bylaws, or otherwise, to authorize the execution and delivery of this Plan. 4.2 Capitalization. The authorized capital stock of Logio as of the date hereof consists of 60,000,000 common shares, $.001 and 50,000 preferred shares, $.01 par value. As of the date hereof there are 18,425,830 common shares and no preferred shares issued and outstanding. The issued and outstanding common shares of Logio are fully paid, non-assessable shares. 4.3 Options, Warrants and Rights. Logio has entered into stock option and warrant contracts with key employees, directors, consultants and investors for an equity interest in Logio and the resulting issuance of shares pursuant to certain agreements. As of October 15, 2000, Logio has options outstanding to purchase 1,450,166 shares of its common stock and warrants outstanding to purchase 749,449 shares of its common stock to certain persons pursuant to various agreements attached hereto as Exhibit C. 4.4 Conduct of Business. Logio will use its best efforts to maintain and preserve its business organization, employee relationships and goodwill intact, and will not, without the prior written consent of Pacific, enter into any material commitments except in the ordinary course of business. Logio agrees that Logio will conduct itself in the following manner pending the Closing: (a) Certificate of Incorporation and Bylaws. No change will be made in the Certificate of Incorporation or Bylaws of Logio. (b) Capitalization, etc. Logio will not make any change in its authorized or issued shares of any class, declare or pay any dividend or other distribution, or issue, encumber, purchase or otherwise acquire any of its shares of any class. -7- 4.5 Title to Property. Logio has good and marketable title to all of its properties and assets, real and personal, proprietary or otherwise, as will be reflected in the balance sheets of Logio, and the properties and assets of Logio are subject to no mortgage, pledge, lien or encumbrance, unless as otherwise disclosed in its financial statements. 4.6 Litigation. There are no material actions, suits, or proceedings, pending, or, to the best knowledge of Logio, threatened by or against or affecting Logio at law or in equity, or before any governmental agency or instrumentality, domestic or foreign, or before any arbitrator of any kind; Logio does not have any knowledge of any default on its part with respect to any judgment, order, writ, injunction, decree, warrant, rule, or regulation of any court, arbitrator, or governmental agency or instrumentality. 4.7 Books and Records. From the date hereof, and for any reasonable period subsequent thereto, Logio and its present management will (I) give to Pacific, or their duly authorized representatives, full access, during normal business hours, to all of its books, records, contracts and other corporate documents and properties so that Pacific, or their duly authorized representatives, may inspect them; and (ii) furnish such information concerning the properties and affairs of Logio as Pacific, or their duly authorized representatives, may reasonably request. Any such request to inspect Logio's books shall be directed to Logio's representative, at the address set forth herein under Section 10.4 Notices. 4.8 Confidentiality. Until the Closing (and thereafter if there is no Closing), Logio and its representatives will keep confidential any information which they obtain from Pacific concerning its properties, assets and the proposed business operations of Logio. If the terms and conditions of this Plan imposed on the parties hereto are not consummated on or before 5:00 p.m. MST on December 31, 2000 or otherwise waived or extended in writing to a date mutually agreeable to the parties hereto, Logio will return to Pacific all written matter with regard to Pacific obtained in connection with the negotiations or consummation of this Plan. 4.9 Vote Required. The affirmative vote of the holders of at least a majority of the outstanding Logio Shares is the only vote of the holders of any class or series of Logio's capital stock necessary to approve and adopt this Plan. 4.10 Access to Information. Logio and the Shareholders understand that the offer and sale of Pacific shares to be exchanged for the Logio shares will be registered with the Securities and Exchange Commission under the Securities Act of 1933, as amended. Logio and the Shareholders have or will be provided with all information concerning Pacific and Pacific shares to be exchanged for the Logio Shares. Logio has considered such information as necessary or appropriate as a prudent and knowledgeable investors to enable it to make informed investment decisions concerning the Pacific shares, to be exchanged for the Logio Shares. Logio has made an investigation as to the merits and risks of its acquisition of the Pacific shares to be exchanged for the Logio Shares and has had the opportunity to ask questions of, and have received satisfactory answers from, the officers and directors of Pacific concerning Pacific shares to be exchanged for the Logio Shares and related matters, and has had an opportunity -8- to obtain additional information necessary to verify the accuracy of such information and to evaluate the merits and risks of the proposed acquisition of the Pacific shares to be exchanged for the Logio Shares. 4.11 Title to Shares. The Shareholders are the beneficial and record owners of all of the shares of Logio of whatever class or series, which the Shareholders have contracted to exchange. 4.12 Contracts. (a) Except for the contracts set forth in the Logio Schedules, Logio is not a party to any other license agreements, material contracts, written or oral, nor is Logio a party to any franchise agreements or other commitments. (b) Except as may be set forth in the Logio Schedules, Logio is not a party to any contract, agreement, corporate restriction, or subject to any judgment, order, writ, injunction, decree, or award, which materially and adversely affect the business, operations, properties, assets, or conditions of Logio. (c) Except as set forth in the Logio Schedules, Logio is not a party to any material oral or written (I) contract for employment of any officer which is not terminable on 30 days (or less) notice; (ii) profit sharing, bonus, deferred compensation, stock option, severance, or any other retirement plan or arrangement covered by Title IV of the Employee Retirement Income Security Act, as amended, or otherwise covered; (iii) agreement providing for the sale, assignment or transfer of any of its rights, assets or properties, whether tangible or intangible, except sales of its property in the ordinary course of business with a value of less than $5,000; or (iv) waiver of any right of any value which in the aggregate is extraordinary or material concerning the assets or properties scheduled by Logio, except for adequate value and pursuant to contract. Logio has not entered into any material transaction which is not listed in the Logio Schedules or reflected in the Logio financial statements. 4.13 Material Contract Defaults. Except for a $125,000 dispute with Oracle Corporation Logio is not in default in any material respect under the terms of any contract, agreement, lease or other commitment which is material to the business, operations, properties or assets, or condition of Logio, and there is no event of default or event which, with notice or lapse of time or both, would constitute a default in any material respect under any such contract, agreement, lease, or other commitment in respect of which Logio has not taken adequate steps to prevent such default from occurring, or otherwise compromised, reached a satisfaction of, or provided for extensions of time in which to perform under any one or more contract obligations, among others. 4.14 Conflict with Other Instruments. The consummation of the within transactions will not result in the breach of any term or provision of, or constitute a default under any indenture, mortgage, deed of trust, or other material agreement or instrument to which Logio was or is a party, or to which any of its assets or operations are subject, and will not conflict with any provision of the Articles of Incorporation or Bylaws of Logio. -9- 4.15 Governmental Authorizations. Logio is in good standing in the State of Nevada. and qualified to do business in the State of Utah. Except for compliance with federal and state securities laws, no authorization, approval, consent or order of, or registration, declaration, or filing with, any court or other governmental body is required in connection with the execution and delivery by Logio of this Plan and the consummation by Logio of the transactions contemplated hereby. 4.16 Compliance with Laws and Regulations. Logio has complied with all applicable statutes and regulations of any federal, state, or other applicable jurisdiction or agency thereof, except to the extent that noncompliance would not materially and adversely affect the business, operations, properties, assets, or condition of Logio or except to the extent that noncompliance would incur any material liability, not otherwise disclosed to Pacific. 4.17 Approval of Plan. The Board of Directors of Logio have authorized the execution and delivery of this Plan by Logio and have approved the Plan and the transactions contemplated hereby. Logio has full power, authority, and legal right to enter into this Plan and to consummate the transactions contemplated hereby. 4.18 Information. The information concerning Logio set forth in this Plan, and the Logio Schedules attached hereto, are complete and accurate in all material respects and do not contain, or will not contain, when delivered, any untrue statement of a material fact or omit to state a material fact the omission of which would be misleading to Pacific in connection with this Plan. 4.19 Logio Schedules. Logio has delivered to Pacific the following items listed below, hereafter referred to as the "Logio Schedules", which is hereby incorporated by reference and made a part hereof. A certification has been executed by a duly authorized officer of Logio on or about the date which the Plan is executed to certify that the Logio Schedules are true and correct. (a) Copy of Articles of Incorporation and Bylaws; (b) Financial Statements; (c) Resolutions of Board of Directors approving Plan; (d) Shareholders approving Plan; (e) Schedule of all debts, mortgages, security interests, pledges, liens, encumbrances, claims and the like; (f) A list of key employees, including current compensation, with notation as to job description and whether or not such employee is subject to written contract, and if subject to a contract or employment agreement, a copy of the same; -10- (g) A schedule showing the name and location of each bank or other institution with which Logio has an account and the names of the authorized persons to draw thereon or having access thereto; (h) A schedule setting forth the shareholders, together with the number of shares owned beneficially or of record by each (also attached as Exhibit A); (I) A schedule setting forth all material contracts; (j) Officers' Certificate as required by Section 7.2 of the Plan; (k) Certificate of Good Standing. Section 5 Special Covenants 5.1 Information Incorporated in Parties' Reports. Logio and Pacific represent and warrant to each other that all the information furnished under this Plan shall be true and correct in all material respects and that there is no omission of any material fact required to make the information stated not misleading. Logio and Pacific agree to indemnify and hold each other harmless, including each of its Directors and Officers, and each person, if any, who controls such party, under any applicable law from and against any and all losses, claims, damages, expenses or liabilities to which any of them may become subject under applicable law, or reimburse them for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such actions insofar as such losses, claims, damages, expenses, liabilities or actions arise out of or are based on any untrue statement, intentional untrue statement, or intentional omission of a material fact contained in such information delivered hereunder. This indemnity shall only survive as long as specified within this agreement. 5.2 Special Covenants and Representations Regarding the Exchanged Pacific Stock. The consummation of this Plan and the transactions herein contemplated, including the issuance of the Pacific shares in exchange for all of the issued and outstanding shares of Logio to the Shareholders constitutes the offer and sale of securities under the Securities Act and the applicable state statutes, which depend, inter alia, on the circumstances under which the Shareholders acquire such securities. Pacific intends to register the shares under the Securities Act of 1933. 5.3 Action Prior to Closing. Upon the execution hereof until the Closing date, and the completion of the consolidated audited financial statements: (a) Logio and Pacific will (I) perform all of its obligations under material contracts, leases, insurance policies and/or documents relating to its assets and business; (ii) use its best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with existing potential customers and clients; and (iii) fully comply with and perform in all -11- material respects all duties and obligations imposed on it by all federal and state laws and all rules, regulations, and orders imposed by all federal or state governmental authorities. (b) Neither Logio nor Pacific will (I) make any change in its Articles of Incorporation or Bylaws except and unless as contemplated pursuant to Section 3 of this Plan; (ii) enter into or amend any contract, agreement, or other instrument of the types described in the parties' schedules, except that a party may enter into or amend any contract or other instrument in the ordinary course of business involving the sale of goods or services, provided that such contract does not involve obligations in excess of $5,000. Section 6 Conditions Precedent to Obligations of Logio and the Shareholders All obligations of Logio and the Shareholders under this Plan are subject to the satisfaction, on or before the date of the execution or the Closing date, except as otherwise provided for herein, or waived or extended in writing by the parties hereto, of the following conditions: 6.1 Accuracy of Representations. The representations and warranties made by Pacific in this Plan were true when made and shall be true as of the date of execution of the Plan (except for changes therein permitted by this Plan) and have the same force and effect as if such representations and warranties were made at and as of the execution of the Plan; and, Logio shall have performed and complied with the terms and conditions of this Plan prior to the execution of this Plan, unless permitted otherwise by this Plan. Logio and its shareholders shall have been furnished with a certificate, signed by a duly authorized executive officer of Pacific and dated as of the date of the execution of this Plan, to the foregoing effect. 6.2 Officers' Certificate. As of the date of the execution of the Plan, Logio and the Shareholders shall have been furnished with a certificate signed by a duly authorized executive officer of Pacific, to the effect that no litigation, proceeding, investigation, or inquiry is pending, or to the best knowledge of Pacific, threatened, which might result in an action to enjoin or prevent the consummation of the transactions contemplated by this Plan, or which might result in any material adverse change in the assets, properties, business, or operations of Pacific. 6.3 No Material Adverse Change. Prior to the Closing date, there shall have not occurred any material adverse change in the condition, business or operations of Pacific, nor shall any event have occurred which, with lapse of time or the giving of notice or both, may cause or create any material adverse change in the financial condition, business or operations of Pacific, except as otherwise disclosed to Logio. -12- 6.4 Opinion of Counsel of Pacific. Pacific shall furnish to Logio and the Shareholders an opinion dated as of the date of execution and in the form and substance satisfactory to Logio and the Shareholders to the effect that: (a) Pacific is a corporation duly organized, validly existing, and in good standing under the laws of the State of Nevada, and with all requisite corporate power to perform its obligations under this Plan. (b) The business of Pacific, as presently conducted, including, upon the consummation hereof, the ownership of all of the issued and outstanding shares of Logio does not require it to register to do business as a foreign corporation in any other jurisdiction. Pacific is registered as a foreign corporation in the State of Utah and has complied to the best of its knowledge in all material respects with all the laws, regulations, licensing requirements and orders applicable to its business activities and has filed with the proper authorities, including the Department of Commerce, Division of Corporations, and Secretary of State for the State of Utah and the State of Nevada. (c) The authorized and outstanding capital stock of Pacific as set forth in Section 3.2 above, and all issued and outstanding shares have been duly and validly authorized and issued and are fully paid and non-assessable. (d) There are no material claims, suits or other legal proceedings pending or threatened against Pacific in any court or before or by any governmental body which might materially affect the business of Pacific or the financial condition of Pacific as a whole and no such claims, suits or legal proceedings are contemplated by governmental authorities against Pacific. (e) To the best knowledge of such counsel, the consummation of the transactions contemplated by this Plan will not violate or contravene the provisions of the Articles of Incorporation or Bylaws of Pacific, or any contract, agreement, indenture, mortgage, or order by which Pacific is bound. (f) This Plan constitutes a legal, valid and binding obligation of Pacific enforceable in accordance with its terms, subject to the affect of any bankruptcy, insolvency, reorganization, moratorium, or similar law affecting creditors' rights generally and general principles of equity (regardless of whether such principles are considered in a proceeding in equity or law). (g) The execution and delivery of this Plan and the consummation of the transactions contemplated hereby have been duly authorized by its Board of Directors. 6.5 Good Standing. Logio shall have received a Certificate of Good Standing from the State of Nevada obtained and delivered, prior to the execution of the Plan, certifying that Pacific is in good standing as a corporation in the State of Nevada. -13- 6.6 Other Items. Logio and the Shareholders shall have received such further documents, certifications or instruments relating to the transactions contemplated hereby as Logio and the Shareholders may reasonably request. Section 7 Conditions Precedent to Obligations of Pacific All obligations of Pacific under this Plan are subject, at its option, to the fulfillment of either the execution of the Plan or the Closing, of each of the following conditions: 7.1 Accuracy of Representations. The representations and warranties made by Logio and the Shareholders under this Plan were true when made and shall be true as of the execution date (except for changes therein permitted by this Plan) and have the same force and effect as if such representations and warranties were made as of the execution date; and Pacific shall have performed and complied with the terms and conditions of this Plan prior to the execution of the Plan and/or Closing, unless waived or extended in writing by the parties hereto. Pacific and its shareholders shall have been furnished with a certificate, signed by a duly authorized executive officer of Logio and dated the as of the execution of the Plan, to the foregoing effect. 7.2 Officers' Certificate. Pacific shall have been furnished with a certificate dated, as of the date of execution of the Plan, and signed by a duly authorized executive officer of Logio, to the effect that no litigation, proceeding, investigation, or inquiry is pending, or to the best knowledge of Logio, threatened, which might result in an action to enjoin or prevent the consummation of the transactions contemplated by this Plan, or which might result in any material adverse change in the assets, properties, business, or operations of Logio. 7.3 No Material Adverse Change. Prior to the Closing date, there shall have not occurred any material adverse change in the final condition, business or operations of Pacific, nor shall any event have occurred which, with lapse of time or the giving of notice or both, may cause or create any material adverse change in the financial condition, business or operations of Logio, except as otherwise disclosed to Pacific. 7.4 Good Standing. Pacific shall have received either a Certificate of Good Standing from the State of Nevada or some kind of verification certifying that Logio is in good standing as a corporation in the State of Nevada. 7.5 Other Items. Pacific shall have received such further documents, certifications or instruments relating to the transactions contemplated hereby as Pacific may reasonably request. -14- Section 8 Termination 8.1 Termination by Logio or the Shareholders. This Plan may be terminated at any time prior to the Closing date by action of Logio or the Shareholders, if Pacific shall fail to comply in any material respect with any of the covenants or agreements contained in this Plan, or if any of its representations and warranties contained herein shall be inaccurate in any material respect. 8.2 Termination by Pacific. This Plan may be terminated at any time prior to the Closing date by action of Pacific if Logio shall fail to comply in any material respect with any of the covenants or agreements contained in this Plan, or if any of its representations or warranties contained herein shall be inaccurate in any material respect. 8.3 Termination by Mutual Consent (a) This Plan may be terminated at any time prior to the Closing date by mutual consent of Pacific, expressed by action of its Board of Directors, Logio or the Shareholders. (b) If this Plan is terminated pursuant to Section 8, this Plan shall be of no further force and effect and no obligation, right or liability shall arise hereunder. Each party shall bare its own costs in connection herewith. (c) If the Plan is terminated pursuant to Section 8, the parties hereto shall sign non-disclosure agreements which shall survive the cancellation of the Plan. Section 9 Shareholders' Representative The Shareholders hereby irrevocably designate and appoint Kenneth W. Bell as their agent and attorney in fact (the "Shareholders' Representative") with full power and authority until the Closing to execute, deliver and receive on their behalf all notices, requests and other communications hereunder. To waive, amend or modify any provisions of this Plan and to take such other action on their behalf in connection with this Plan, the transactions contemplated hereby as such agent deems appropriate; provided, however, that no such waiver, amendment or modification may be made if it would decrease the number of shares to be issued to the Shareholders under Section 1 hereof or increase the extent of their obligation to Pacific hereunder, unless agreed in writing by the Shareholders. -15- Section 10 General Provisions 10.1 Further Assurances. At any time, and from time to time, after the Closing date, each party will execute and deliver such additional instruments and take such action as may be reasonably requested by the other party to confirm or perfect title to any property transferred hereunder or otherwise to carry out the intent and purposes of the Plan. 10.2 Payments of Estimated Costs and Fees. Pacific and Logio mutually determine and agree that Pacific shall pay the actual costs and fees incurred by any party hereto in connection with the execution and consummation of the Plan. 10.3 Press Release and Shareholders' Communications. On the date of Closing, or as soon thereafter as practicable, Logio and the Shareholders shall cause to have promptly prepared and disseminated a news release concerning the execution and consummation of the Plan, such press release and communication to be released promptly and within the time required by the laws, rules and regulations as promulgated by the United States Securities and Exchange Commission, and concomitant therewith to cause to be prepared a full and complete letter to Pacific's shareholders which shall contain information required by Regulation 240.14f-1 as promulgated under Section 14(f) as mandated under the Securities and Exchange Act of 1934, as amended. 10.4 Notices. All notices and other communications required or permitted hereunder shall be sufficiently given if personally delivered, sent by registered mail, or certified mail, return receipt requested, postage prepaid, or by facsimile transmission addressed to the following parties hereto or at such other addresses as follows: If to Pacific: Pacific WebWorks, Inc. 1760 South Fremont Salt Lake City, Utah 84104 If to Logio or the Logio, Inc. Shareholders of Logio: 405 East 12450 South, Suite B Draper, Utah 84020 or at 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, mailed, sent by facsimile transmission, or telegraphed. 10.5 Entire Agreement. This Plan represents the entire agreement between the parties relating to the subject matter hereof, including any previous letters of intent, understandings, or agreements between Pacific, Logio and the Shareholders with respect to the subject matter hereof, all of which are hereby merged into this Plan, which alone fully and completely expresses the agreement of -16- the parties relating to the subject matter hereof. Excepting the foregoing agreement, there are no other courses of dealing, understandings, agreements, representations, or warranties, written or oral, except as set forth herein with respect to the subject matter hereof. 10.6 Governing Law. This Plan shall be governed by and construed and enforced in accordance with the laws of the State of Nevada, except to the extent preempted by federal law, in which event (and to that extent only) federal law shall govern. 10.7 Tax Treatment. The transaction contemplated by this Plan is intended to qualify as a "tax-free" reorganization under the provisions of Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended. Logio and Pacific acknowledge, however, that each are being represented by their own tax advisors in connection with this transaction, and neither has made any representations or warranties to the other with respect to treatment of such transaction or any part or effect thereof under applicable tax laws, regulations or interpretations; and no attorney's opinion or tax revenue ruling has been obtained with respect to the tax consequences of the transactions contemplated by the within Plan. 10.8 Attorney Fees. In the event that any party prevails in any action or suit to enforce this Plan, or secure relief from any default hereunder or breach hereof, the nonprevailing party or parties shall reimburse the prevailing party or parties for all reasonable costs, including all attorney fees, incurred in connection therewith. 10.9 Amendment of 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 or separately, 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, therefore, or thereafter occurring or existing. Any time prior to the expiration of thirty (30) days from the date hereof, this Plan may be amended in writing signed by all parties hereto, with respect to any of the terms contained herein including but not limited to Section 9, and any term or condition of this Plan may be waived or the time for performance thereof may be extended by a writing signed by the party or parties for whose benefit the provision is intended. 10.10 Counterparts. This Plan may be executed in any number of counterparts, each of which when executed and delivered shall be deemed to be an original, and all of which together shall constitute one and the same instruments. 10.11 Headings. The section and subsection headings in this Plan are inserted for convenience only and shall not effect in any way the meaning or interpretation of the Plan. 10.12 Parties in Interest. Except as may be otherwise expressly provided herein, all terms and provisions of this Plan shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, beneficiaries, personal and legal representatives, and assigns. -17- IN WITNESS WHEREOF, the parties have executed this Plan and Agreement of Reorganization effective the day and year first set forth above. PACIFIC WEBWORKS, INC. Attest: /s/ Anita Patterson /s/ Christian Larsen _____________________ By: _______________________________________ Its President LOGIO, INC. Attest: /s/ Anita Patterson /s/ Ken W. Bell _____________________ By: _______________________________________ Its President -----END PRIVACY-ENHANCED MESSAGE-----