EX-2 AGREEMENT AND PLAN OF MERGER

 

EX-2                                         AGREEMENT AND PLAN OF MERGER

 

                     AGREEMENT AND PLAN OF MERGER

 

     THIS AGREEMENT (the "Plan" or "Merger") is made this 24th day of

September, 2004, by and between W-J International, LTD, a Nevada

corporation ("WJI"); InZon Corporation, a Delaware corporation

("INZ"); and all of the holders of common shares of INZ listed in

Exhibit A hereof (collectively, the "INZ Stockholders");

 

                             WITNESSETH:

 

     WHEREAS, the respective Boards of Directors of WJI and INZ have

deemed it advisable and in the best interests of their respective

stockholders and have adopted certain resolutions whereby INZ will

merge into WJI in a tax free merger pursuant to the provisions of

Section 368(a)(1)(A) of the Internal Revenue Code and the applicable

provisions of the Nevada Revised Statutes and the General Corporation

Law, and whereby the INZ Stockholders will receive shares of common

stock of WJI in consideration of such merger;

 

     NOW, THEREFORE, in consideration of the premises and of the

mutual agreement of the parties hereto, and other good and valuable

consideration, the receipt and sufficiency of which are hereby

acknowledged, IT IS AGREED, to-wit:

 

                   ARTICLE I.   PLAN OF MERGER

 

     1.1. Merger and Surviving Corporation. INZ will merge into WJI,

with WJI being the surviving corporation (the "Surviving

Corporation"); the separate existence of INZ shall cease, and the name

of the Surviving Corporation shall be changed to "inZon Corporation."

At the closing of the Merger (the "Closing"), the Articles of

Incorporation of WJI shall be restated in the form set forth in the

attached Exhibit B, and shall thereafter serve as the Articles

Incorporation of the Surviving Corporation; at the Closing, the By-

laws of WJI shall be restated in the form set forth in the attached

Exhibit B-1, and shall thereafter serve as the By-laws of the

Surviving Corporation.

 

     1.2. Share Conversion. Subject to the amendment to the Articles

of Incorporation of the Surviving Corporation outlined in Section 1.8

hereof, the 26,215,944 shares of issued, outstanding or subscribed

common stock of INZ (collectively, the "INZ Shares") shall, upon the

effective date of the Plan, be converted into 26,215,944 shares of

common stock of WJI, as outlined in Exhibit A.

 

     1.3. Survivor's Succession to Corporate Rights. The Surviving

Corporation shall thereupon and thereafter possess all the rights,

privileges, powers and franchises as well of a public as of a private

nature, and be subject to all of the restrictions, disabilities and

duties of INZ; and all and singular, the rights, privileges, powers

and franchises of INZ, and all property, real, personal and mixed, and

all debts due to INZ on whatever account, as well for stock

subscriptions as all other things in action or belonging to INZ shall

be vested in the Surviving Corporation; and all property, rights,

privileges, powers and franchises, and all and every other interest

shall be thereafter as effectually the property of the Surviving

Corporation as they were of INZ, and the title to any real estate

vested by deed or otherwise in INZ shall not revert or be in any way

impaired by reason of the Plan; but all rights of creditors and all

liens upon any property of INZ shall be preserved unimpaired, and all

debts, liabilities and duties of INZ shall thenceforth attach to the

Surviving Corporation and may be enforced against it to the same

extent as if said debts, liabilities and duties had been incurred or

contracted by it.

 

     1.4. Survivor's Succession to Corporate Acts, Plans, Contracts,

Etc. All corporate acts, plans, policies, contracts, approvals and

authorizations of INZ and its stockholders, its Board of Directors,

committees elected or appointed by the Board of Directors, officers

and agents, which were valid and effective immediately prior to the

effective time of the Plan, shall be taken for all purposes as the

acts, plans, policies, contracts, approvals and authorizations of the

Surviving Corporation and shall be as effective and binding thereon as

the same were with respect to INZ. The employees of INZ shall become

the employees of the Surviving Corporation and continue to be entitled

to the same rights and benefits which they enjoyed as employees of

INZ. The federal tax identification number of INZ shall continue to be

used as the employer identification number of the Surviving Corporation.

 

     1.5. Survivor's Rights to Assets, Liabilities, Reserves, Etc. The

assets, liabilities, reserves and accounts of INZ shall be recorded on

the books of the Surviving Corporation at the amounts at which they,

respectively, shall then be carried on the books of INZ, subject to

such adjustments or eliminations of inter-company items as may be

appropriate in giving effect to the Plan, or as required by generally

accepted accounting principles.

 

     1.6. Directors and Executive Officers. On Closing, the present

directors and executive officers of INZ shall be designated as

directors and executive officers of the Surviving Corporation, until

the next respective annual meetings of the stockholders and Board of

Directors of the Surviving Corporation, and until their respective

successors shall be elected and qualified or until their respective

prior resignations or terminations, and the current directors and

executive officers of the Surviving Corporation shall resign, in seriatim.

 

     1.7. Principal Office. The principal executive office of the

Surviving Corporation shall be located at 238 Northeast 38th Avenue,

Delray Beach, Florida 33444.  

 

     1.8. Amendments to Articles of Incorporation of WJI. The Articles

of Incorporation of WJI shall have been amended to effect a pre-Plan

reverse split of its outstanding voting securities, reducing the

issued and outstanding shares of WJI to 3,735,772 (while retaining the

current authorized capital and par value), and shall at closing be

amended (a) to change its name to "InZon Corporation", and (b) to

adopt and restate the articles of WJI as set forth in Exhibit B.

 

     1.9. Adoption. The Plan shall be adopted by the Board of

Directors of and persons owning in excess of 50% of the outstanding

voting securities of WJI, and by the Board of Directors of INZ and all

of the INZ Stockholders.

 

     1.10. Dissenters' Rights and Notification. The Surviving

Corporation shall give the required notification to dissenting

stockholders of WJI pursuant to the provisions of the Nevada Revised

Statutes, and shall be responsible to such dissenting stockholders as

provided therein. Since the Plan requires the affirmative vote of 100%

of the INZ Stockholders, no dissenters' rights are afforded the INZ

Stockholders under the Delaware General Corporation Law.

 

     1.11. Delivery of Certificates by the INZ Stockholders. The

transfer of the INZ Shares by the INZ Stockholders shall be effected

by the delivery to WJI or its transfer agent of certificates

representing the INZ Shares, endorsed in blank or accompanied by stock

powers executed in blank, with all signatures witnessed or guaranteed

to the satisfaction of WJI and INZ and with any necessary transfer

taxes and other revenue stamps affixed and acquired at the expense of

the INZ Stockholders, and on receipt thereof to the satisfaction of

the Surviving Corporation, a stock certificate representing shares in

WJI as outlined in Exhibit A shall be issued and delivered to each of

the INZ Stockholders; as a condition to the exchange of the INZ

Shares, WJI and the Surviving Corporation shall require the INZ

Stockholders to execute and deliver a transmittal letter (each an

"Investment Letter") as outlined in Section 4.12 hereof,

acknowledging, among other things, the prior receipt of certain

material information respecting WJI and that the shares of WJI to be

received in exchange for the INZ Shares are "unregistered" and

"restricted" securities which have not been registered with the

Securities and Exchange Commission or any state regulatory agency, and

which must be so registered prior to public sale by the INZ

Stockholders, unless an exemption from such registration is available

for any such sale.

 

     1.12. Further Assurances. At the Closing and from time to time

thereafter, the parties shall execute such additional instruments and

take such other actions as may be reasonably required or necessary to

carry out the terms and provisions hereof.

 

     1.13. Effective Date. The effective date of the Plan (the

"Effective Date") shall be the date when the parties' Articles of

Merger are filed and accepted by the Secretary of State of the State

of Nevada, and at such time as all of the applicable provisions of the

Nevada Revised Statutes and the Delaware General Corporation Law have

been satisfied.

 

                            ARTICLE II. CLOSING

 

     2.1. The Closing contemplated by Section 1.1 shall be held at the

principal executive offices of WJI, at 23 Washburn Avenue,

Paynesville, Minnesota 56362, not later than ten (10) days following

the date of this Plan, unless another place or time is agreed upon in

writing by the parties. The Closing may be accomplished by express

mail or other courier service, conference telephone communications or

as otherwise agreed by the respective parties or their duly authorized

representatives.

 

           ARTICLE III. REPRESENTATIONS AND WARRANTIES OF WJI

 

     WJI represents and warrants, and covenants with, INZ and the INZ

Stockholders as follows:

 

     3.1. Corporate Status. WJI is a corporation duly organized,

validly existing and in good standing under the laws of the State of

Nevada and is licensed or qualified as a foreign corporation in all

states in which the nature of its business or the character or

ownership of its properties makes such licensing or qualification

necessary. WJI is a publicly held company, having previously and

lawfully offered and sold a portion of its securities in accordance

with applicable federal and state securities laws, rules and

regulations. There is presently no public market for these or any

other securities of WJI, though the shares of common stock of WJI have

been previously quoted under the Symbol "WJIL."

 

     WJI has no subsidiaries.

 

     3.2. Capitalization. The authorized capital stock of WJI consists

of 500,000,000 shares of common stock, having a par value of $0.001

per share. As of the date of this Plan, 3,735,772 shares of common

stock are issued and outstanding, all duly authorized, validly issued,

fully paid and non-assessable. Except as indicated herein, there are

no outstanding options, warrants or calls pursuant to which any person

has the right to purchase any authorized and unissued capital stock of WJI.

 

     3.3. Financial Statements. The financial statements of WJI

furnished to the INZ Stockholders and INZ, consisting of audited

financial statements for the years ended September 30, 2003 and 2002,

and unaudited financial statements for the nine months ended June 30,

2004, all of which are attached hereto as Exhibit C and incorporated

herein, are correct and fairly present the financial condition of WJI

at such dates and for the years involved; such statements were

prepared in accordance with generally accepted accounting principles

consistently applied, and no material change has occurred in the

matters disclosed therein, except as indicated in Exhibit D, which is

attached hereto and incorporated herein by reference. Such financial

statements do not contain any untrue statement of a material fact or

omit to state a material fact necessary in order to make the

statements made, in light of the circumstances under which they were

made, not misleading.

 

     3.4. Undisclosed Liabilities. WJI has no liabilities of any

nature except to the extent reflected or reserved against in its

balance sheets, whether accrued, absolute, contingent or otherwise,

including, without limitation, tax liabilities and interest due or to

become due, except as set forth in Exhibit D.

 

     3.5. Interim Changes. Since the date of its balance sheets,

except as set forth in Exhibit D, there have been no (a) changes in

financial condition, assets, liabilities or business of WJI which, in

the aggregate, have been materially adverse; (b) damages, destruction

or losses of or to property of WJI, payments of any dividend or other

distribution in respect of any class of stock of WJI, or any direct or

indirect redemption, purchase or other acquisition of any class of any

such stock; or (c) increases paid or agreed to in the compensation,

retirement benefits or other commitments to employees.

 

     3.6. Title to Property. WJI has good and marketable title to all

properties and assets, real and personal, reflected in its balance

sheets, and the properties and assets of WJI are subject to no

mortgage, pledge, lien or encumbrance, except for liens shown in

Exhibit D, with respect to which no default exists.

 

     3.7. Litigation. There is no litigation or proceeding pending, or

to the knowledge of WJI, threatened, against or relating to WJI, its

properties or business, except as set forth in Exhibit D, that,

individually or in the aggregate, could reasonably be expected to have

a material adverse effect. Further, no officer, director or person who

may be deemed to be an affiliate of WJI is party to any material legal

proceeding which could have an adverse effect on WJI (financial or

otherwise), and none is party to any action or proceeding wherein any

such officer, director or person has an interest adverse to WJI.

 

     3.8. Books and Records. From the date of this Plan to the

Closing, WJI will (a) give to the INZ Stockholders and INZ or their

respective representatives full access during normal business hours to

all of its offices, books, records, contracts and other corporate

documents and properties so that the INZ Stockholders and INZ or their

respective representatives may inspect and audit them; and (b) furnish

such information concerning the properties and affairs of WJI as the

INZ Stockholders and INZ or their respective representatives may

reasonably request.

 

     3.9. Tax Returns. WJI has filed all federal and state income or

franchise tax returns required to be filed or has received currently

effective extensions of the required filing dates.

 

     3.10. Confidentiality. Until the Closing (and thereafter if there

is no Closing), WJI and its representatives will keep confidential any

information which they obtain from the INZ Stockholders or from INZ

concerning the properties, assets and business of INZ. If the

transactions contemplated by this Plan are not consummated by October

1, 2004, WJI will return to INZ all written matter with respect to INZ

obtained by WJI in connection with the negotiation or consummation of

this Plan.

 

     3.11. Corporate Authority. WJI has full corporate power and

authority to enter into this Plan and to carry out its obligations

hereunder and will deliver to the INZ Stockholders and INZ or their

respective representatives at the Closing a certified copy of

resolutions of its Board of Directors authorizing execution of this

Plan by its officers and performance thereunder.

 

     3.12. Due Authorization. The execution of this Plan and

performance by WJI hereunder have been duly authorized by all

requisite corporate action on the part of WJI, and this Plan

constitutes a valid and binding obligation of WJI and performance

hereunder will not violate any provision of the Articles of

Incorporation, Bylaws, agreements, mortgages or other commitments of WJI.

 

     3.13. Access to Information Regarding INZ. WJI acknowledges that

it has been delivered copies of what has been represented to be

documentation containing all material information respecting INZ and

its present and contemplated business operations, potential

acquisitions, management and other factors; that it has had a

reasonable opportunity to review such documentation and discuss it, to

the extent desired, with its legal counsel, directors and executive

officers; that it has had, to the extent desired, the opportunity to

ask questions of and receive responses from the directors and

executive officers of INZ, and with the legal and accounting firms of

INZ, with respect to such documentation; and that to the extent

requested, all questions raised have been answered to its complete

satisfaction. WJI has conducted such investigations and received such

advice as has been necessary to confirm that, as of the date of this

Plan, the share conversion provided in Section 1.2 of the Plan is fair

to the stockholders of WJI.

 

     3.14. Governmental Approval; Consents. No authorization, license,

permit, franchise, approval, order or consent of, and no registration,

declaration or filing by WJI with any governmental authority, domestic

or foreign, federal, state or local, is required in connection with

WJI's execution, delivery and performance of this Plan or the

consummation of the transactions contemplated thereby. No consents of

any other parties are required to be received by or on the part of WJI

or to enable WJI to enter into and carry out this Plan.

 

     3.15. No Omission or Untrue Statement. No representation or

warranty made by WJI to INZ in this Plan, or in any certificate of an

WJI officer required to be delivered to INZ pursuant to the terms of

this Plan, contains or will contain any untrue statement of a material

fact, or omits or will omit to state a material fact necessary to make

the statements contained herein or therein not misleading as of the

date hereof and as of the Closing.

 

     3.16. Tax and Accounting Matters. WJI has not, to its best

knowledge and based upon consultation with its counsel and independent

auditors, taken or agreed to take any action that (without giving

effect to this Plan, the transactions contemplated hereby or actions

related thereto, or any action agreed to be taken by INZ, the INZ

Stockholders or any of their affiliates) would prevent the Surviving

Corporation from accounting for the business combination to be

effected by the Merger as a "tax free" reorganization for tax purposes.

 

        ARTICLE IV. REPRESENTATIONS, WARRANTIES AND COVENANTS

                OF INZ AND THE INZ STOCKHOLDERS

 

     INZ and the INZ Stockholders represent and warrant to, and

covenant with, WJI as follows:

 

     4.1. INZ Shares. The INZ Stockholders are the record and

beneficial owners of all of the INZ Shares listed in Exhibit A, free

and clear of adverse claims of third parties; and Exhibit A correctly

sets forth the names, addresses and the number of INZ Shares owned by

the INZ Stockholders.

 

     4.2. Corporate Status.  

 

     a. INZ is a corporation duly organized, validly existing and in

     good standing under the laws of the State of Delaware and is

     licensed or qualified as a foreign corporation in all states in

     which the nature of its business or the character or ownership of

     its properties makes such licensing or qualification necessary.

 

     b. INZ has no subsidiaries

 

     4.3. Capitalization. The authorized capital stock of INZ consists

of 100,000,000 shares of common voting stock, $.01 par value, of which

26,215,944 shares are issued and outstanding, all fully paid and non-

assessable. Except as set forth in Exhibits A and F, attached hereto

and incorporated herein by reference, there are no outstanding

options, warrants or calls pursuant to which any person has the right

to purchase any authorized and un-issued capital stock of INZ.

 

     4.4. Financial Statements. The financial statements of INZ

furnished to WJI, consisting of an unaudited balance sheet, income

statement and statement of cash flow at August 31, 2004, and for the

period ended August 31, 2004 (including the schedules thereto),

attached hereto as Exhibit E and incorporated herein by reference, are

correct and fairly present the financial condition of INZ as of said

dates and for the periods involved, and, to the best knowledge of INZ

and the INZ Stockholders, such statements were prepared in accordance

with generally accepted accounting principles consistently applied,

except as set forth in Exhibit F. These financial statements do not

contain any untrue statement of a material fact or omit to state a

material fact necessary in order to make the statements made, in light

of the circumstances under which they were made, not misleading.

 

     4.5. Undisclosed Liabilities. INZ has no material liabilities of

any nature except to the extent reflected or reserved against in its

said balance sheets, whether accrued, absolute, contingent or

otherwise, including, without limitation, tax liabilities and interest

due or to become due, except as set forth in Exhibit F.

 

     4.6. Interim Changes. Since the date of its latest such balance

sheet, except as set forth in Exhibit F, there have been no:

 

     a. Changes in the financial condition, assets, liabilities or

     business of INZ, that, in the aggregate, have been materially

     adverse;

 

     b. Damages, destruction or loss of or to the property of INZ,

     payment of any dividend or other distribution in respect of the

     capital stock of INZ, or any direct or indirect redemption,

     purchase or other acquisition of any such stock; or

 

     c. Increases paid or agreed to in the compensation, retirement

     benefits or other commitments to their employees.

 

     4.7. Title to Property. INZ has good and marketable title to all

properties and assets, real and personal, proprietary or otherwise,

reflected in its said balance sheets, and such properties and assets

of INZ are subject to no mortgage, pledge, lien or encumbrance, except

as reflected in the said balance sheet or in Exhibit F, with respect

to which no default exists.

 

     4.8. Litigation. There is no litigation or proceeding pending, or

to the knowledge of INZ, threatened, against or relating to INZ or its

properties or business, except as set forth in Exhibit F, that,

individually or in the aggregate, could reasonably be expected to have

a material adverse effect.   Further, no officer, director or person

who may be deemed to be an affiliate of INZ is party to any material

legal proceeding which could have an adverse effect on INZ (financial

or otherwise), and none is party to any action or proceeding wherein

any such officer, director or person has an interest adverse to INZ.

 

     4.9. Books and Records. From the date of this Plan to the

Closing, the INZ Stockholders will cause INZ to (a) give to WJI and

its representatives full access during normal business hours to all of

its offices, books, records, contracts and other corporate documents

and properties so that WJI may inspect and audit them; and (b) furnish

such information concerning the properties and affairs of INZ as WJI

may reasonably request.

 

     4.10. Tax Returns. Except as set forth in Exhibit F, INZ has

filed all federal and state income or franchise tax returns required

to be filed or has received currently effective extensions of the

required filing dates.

 

     4.11. Confidentiality. Until the Closing (and continuously if

there is no Closing), INZ, the INZ Stockholders and their

representatives will keep confidential any information which they

obtain from WJI concerning its properties, assets and business. If the

transactions contemplated by this Plan are not consummated by October

1, 2004, INZ and the INZ Stockholders will return to WJI all written

matter with respect to WJI obtained by them in connection with the

negotiation or consummation of this Plan.

 

     4.12. Investment Intent. The INZ Stockholders are acquiring the

shares to be exchanged and delivered to them under this Plan for

investment and not with a view to the sale or distribution thereof,

and the INZ Stockholders have no commitment or present intention to

liquidate WJI or to sell or otherwise dispose of the WJI shares. Each

of the INZ Stockholders shall execute and deliver to WJI on the

Closing an Investment Letter in the form attached hereto as Exhibit G

and incorporated herein by reference, acknowledging the "unregistered"

and "restricted" nature of the shares of WJI being received under the

Plan in exchange for the INZ Shares, and receipt of certain material

information regarding WJI.

 

     4.13. Corporate Authority. INZ has full corporate power and

authority to enter into this Plan and to carry out its obligations

hereunder and will deliver to WJI or its representative at the Closing

a certified copy of resolutions of its Board of Directors authorizing

execution of this Plan by its officers and performance thereunder.

 

     4.14. Due Authorization. Execution of this Plan and performance

by INZ hereunder have been duly authorized by all requisite corporate

action on the part of INZ, and this Plan constitutes a valid and

binding obligation of INZ and performance hereunder will not violate

any provision of the Certificate of Incorporation, Bylaws, agreements,

mortgages or other commitments of INZ.

 

     4.15. Access to Information Regarding WJI. INZ and the INZ

Stockholders acknowledge that they have been delivered copies of what

has been represented to be documentation containing all material

information respecting WJI and its present and contemplated business

operations, potential acquisitions, management and other factors; that

they have had a reasonable opportunity to review such documentation

and discuss it, to the extent desired, with their legal counsel,

directors and executive officers; that they have had, to the extent

desired, the opportunity to ask questions of and receive responses

from the directors and executive officers of WJI, and with the legal

and accounting firms of WJI, with respect to such documentation; and

that to the extent requested, all questions raised have been answered

to their complete satisfaction. INZ and the INZ Stockholders have

conducted such investigations and received such advice as has been

necessary to confirm that, as of the date of the Plan, the share

conversion provided in Section 1.2 of the Plan is fair to the INZ

Stockholders.

 

     4.16. Governmental Approval; Consents. No authorization, license,

permit, franchise, approval, order or consent of, and no registration,

declaration or filing by INZ with any governmental authority, domestic

or foreign, federal, state or local, is required in connection with

INZ's execution, delivery and performance of this Plan or the

consummation of the transactions contemplated hereby. No consents of

any other parties are required to be received by or on the part of INZ

or the INZ Stockholders to enable INZ or the INZ Stockholders to enter

into and carry out this Plan.

 

     4.17. No Omission or Untrue Statement. No representation or

warranty made by INZ or the INZ Stockholders to WJI in this Plan, or

in any certificate of an INZ officer required to be delivered to WJI

pursuant to the terms of this Plan, contains or will contain any

untrue statement of a material fact, or omits or will omit to state a

material fact necessary to make the statements contained herein or

therein not misleading as of the date hereof and as of the Closing.

 

     4.18. Tax and Accounting Matters. INZ and the INZ Stockholders

have not, to any of their best knowledge and based upon consultation

with their counsel and independent auditors, taken or agreed to take

any action that (without giving effect to this Plan, the transactions

contemplated hereby or actions related thereto, or any action agreed

to be taken by WJI or any of its affiliates) would prevent the

Surviving Corporation from accounting for the business combination to

be effected by the Merger as a "tax free" reorganization for tax purposes.

 

           ARTICLE V. CONDUCT OF INZ PENDING THE CLOSING

 

     Except as otherwise provided herein, INZ agrees that it will

conduct itself in the following manner pending the Closing:

 

     5.1. Certificate of Incorporation and Bylaws. No change will be

made in the Certificate of Incorporation or By-laws of INZ.

 

     5.2. Capitalization, etc. INZ 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.

 

     5.3. Conduct of Business. INZ will use its best efforts to

maintain and preserve its business organization, employee

relationships and good will intact, and will not, without the written

consent of WJI, enter into any material commitments except in the

ordinary course of business.

 

     5.4. Permitted Transactions. Notwithstanding the foregoing, INZ

shall be entitled, prior to the Closing, to continue negotiations and

actions to further consummation of any and/or all of the transactions

pending or presently under consideration by INZ as of the date of this

Plan, all as more particularly described in Exhibit H.  

 

            ARTICLE VI. CONDUCT OF WJI PENDING THE CLOSING

 

     Except as otherwise provided herein, WJI agrees that it will

conduct itself in the following manner pending the Closing:

 

     6.1. Articles of Incorporation and Bylaws. Except as expressly

contemplated herein, no change will be made in the Articles of

Incorporation or Bylaws of WJI.

 

     6.2. Capitalization, Etc. Except as expressly contemplated

herein, WJI will not make any change in its authorized or issued

shares, declare or pay any dividend or other distribution, or issue,

encumber, purchase or otherwise acquire any of its shares of any class.

 

     6.3. Conduct of Business. WJI will use its best efforts to

maintain and preserve its business organization, employee

relationships and good will intact, and will not, without the written

consent of INZ and the INZ Stockholders, enter into any material

commitments except in the ordinary course of business.

 

                ARTICLE VII. CONDITIONS PRECEDENT TO

                       OBLIGATIONS OF WJI

 

     All obligations of WJI under this Plan are subject, at its

option, to the fulfillment, before or at the Closing, of each of the

following conditions:

 

     7.1. Representations and Warranties True at Closing. The

representations and warranties of INZ and the INZ Stockholders

contained in this Plan shall be deemed to have been made again at and

as of the Closing and shall then be true in all material respects and

shall survive the Closing.

 

     7.2. Due Performance. INZ and the INZ Stockholders shall have

performed and complied with all of the terms and conditions required

by this Plan to be performed or complied with by them before the Closing.

 

     7.3. Officer's and Stockholder's Certificate. WJI shall have been

furnished with a certificate signed by the President of INZ and the

INZ Stockholders, attached hereto as Exhibit I and incorporated herein

by reference, dated as of the Closing, certifying:

 

     a. That all representations and warranties of INZ and the INZ

     Stockholders contained herein are true and correct; and

 

     b. That since the latest date of the financial statements of INZ

     (Exhibit E), there has been no material adverse change in the

     financial condition, business or properties of INZ, taken as a

     whole.

 

     7.4. Opinion of Counsel of INZ. WJI shall have received an

opinion of counsel for INZ, dated as of the Closing, to the effect that:

 

     a. The representations of Sections 4.2, 4.3 and 4.13 are

     correct;

 

     b. Except as specified in the opinion, counsel knows of no

     inaccuracy in the representations in 4.6, 4.7 or 4.8; and

 

     c. The INZ Shares to be delivered to WJI under this Plan will,

     when so delivered, have been validly issued, fully paid and non-

     assessable.

 

     7.5. Books and Records. The INZ Stockholders or the Board of

Directors of INZ shall have caused INZ to make available all books and

records of INZ, including minute books and stock transfer records;

provided, however, only to the extent requested in writing by WJI at Closing.

 

     7.6. Acceptance by INZ Stockholders. The terms of this Plan shall

have been accepted by all of the INZ Stockholders, by their execution

and delivery of a copy of the Plan and related instruments.

 

         ARTICLE VIII. CONDITIONS PRECEDENT TO OBLIGATIONS OF

                    INZ AND THE INZ STOCKHOLDERS

 

     All obligations of INZ and the INZ Stockholders under this Plan

are subject, at their option, to the fulfillment, before or at the

Closing, of each of the following conditions:

 

     8.1. Representations and Warranties True at Closing. The

representations and warranties of WJI contained in this Plan shall be

deemed to have been made again at and as of the Closing and shall then

be true in all material respects and shall survive the Closing.

 

     8.2. Due Performance. WJI shall have performed and complied with

all of the terms and conditions required by this Plan to be performed

or complied with by it before the Closing.

 

     8.3. Officers' Certificate. INZ and the INZ Stockholders shall

have been furnished with a certificate signed by the President of WJI,

in the form attached hereto as Exhibit J and incorporated herein by

reference, dated as of the Closing, certifying:

 

     a. That all representations and warranties of WJI contained

     herein are true and correct; and

 

     b. That since the date of the financial statements of WJI

     (Exhibit C hereto), there has been no material adverse change in

     the financial condition, business or properties of WJI, taken as

     a whole.

 

     8.4. Opinion of Counsel of WJI. INZ and the INZ Stockholders

shall have received an opinion of counsel for WJI, dated as of the

Closing, to the effect that:

 

     a. The representations of Sections 3.1, 3.2 and 3.12 are

     correct;

 

     b. Except as specified in the opinion, counsel knows of no

     inaccuracy in the representations in 3.5, 3.6 or 3.7; and

 

     c. The shares of WJI to be issued to the INZ Stockholders under

     this Plan will, when so issued, be validly issued, fully paid and

     non-assessable.

 

     8.5. Assets and Liabilities of WJI. WJI shall have no material

assets and no liabilities at Closing, and all costs, expenses and fees

incident to the Plan incurred by WJI in excess of $5,000, shall have

been paid.

 

     8.6. Resignation of Directors and Executive Officers and

Designation of New Directors and Executive Officers. WJI shall have

obtained and provided INZ with copies of written resignations from

each of its directors and officers, which resignations shall be

effective: (a) with respect to officers of WJI, at the Closing, and

(b) with respect to directors of WJI, at the Closing after the

individuals set forth below have been appointed to the Board of

Directors (the "Board Transition Date"). WJI shall have taken all

action to cause David F. Levy, Philip Loh, and Richard Dea to be

appointed to its Board of Directors effective as of the date of

Closing, and to have the following persons appointed effective as of

the date of Closing to the offices indicated:

 

     David F. Levy             Chief Executive Officer and Chairman of the

                              Board of Directors

     Jay B. Smith              President and Chief Operating Officer

     Richard Dea               Chief Financial Officer

     M. Tre Vega III           Vice President

 

      8.7. Reverse Split, Name Change and Amended Articles of WJI.

Persons owning a majority of the outstanding voting securities of WJI

shall have consented, in accordance with the Nevada Revised Statutes,

to effect a reclassification and decrease of its outstanding voting

securities, to a change in the name of WJI, and to amend and restate

its articles of incorporation, all as outlined in Section 1.8 hereof.

 

     8.8. Tax Opinion. INZ shall have received a written opinion from

its counsel, in form and substance reasonably satisfactory to it to

the effect that the Merger will constitute a reorganization within the

meaning of Section 368(a) of the Code with respect to the WJI shares

to be received by the INZ Stockholders in the Merger. In rendering

such opinion, such counsel may rely upon the representations and

certificates of INZ and WJI provided for herein.

 

                        ARTICLE IX. TERMINATION

 

     9.1. Prior to Closing, this Plan may be terminated:

 

     a. By mutual consent in writing;

 

     b. By either the Directors of WJI or the INZ Stockholders and INZ

     if there has been a material misrepresentation or material breach

     of any warranty or covenant by the other party; or

 

     c. By either the Directors of WJI or the INZ Stockholders and INZ

     if the Closing shall not have taken place, unless adjourned to a

     later date by mutual consent in writing, by the date fixed in

     Section 2.1.

 

                    ARTICLE X. SURVIVAL AND INDEMNITY

 

     10.1. Survival of Representations, Warranties, Covenants and

Agreements.   The representations, warranties, covenants and agreements

contained herein shall survive the Closing without regard to any

action taken pursuant to this Plan, including without limitation, any

investigation made by the party asserting any breach thereof, and

shall continue in full force and effect for three years after the Closing.

 

     10.2. Indemnity from WJI. WJI agrees to indemnify and hold INZ

and the INZ Stockholders harmless against and in respect of:

 

     a. Any damage, liability, deficiency, loss, cost, expense or

     claim arising out of or resulting from (i) any defect in title,

     (ii) any misrepresentation or omission by WJI herein or in any

     exhibit hereto, (iii) any materially misleading information

     furnished by WJI herein or in any exhibit hereto, (iv) any breach

     by WJI of any representation, warranty or covenant herein or in

     any exhibit hereto, or (v) any debt or other obligation of WJI

     existing at or prior to the Closing or arising thereafter in

     connection with events occurring prior to the Closing (to the

     extent only that such debt or obligation is attributable to such

     events prior to the Closing); and

 

     b. All reasonable costs and expenses (including reasonable

     attorneys' fees) incurred by INZ or the INZ Stockholders in

     connection with any action, suit, proceeding, demand, assessment

     or judgment incident to any of the matters indemnified against in

      this Section 10.2.

 

     10.3. Indemnity from INZ and INZ Stockholders. INZ and the INZ

Stockholders agree to indemnify and hold WJI harmless from and against

and in respect of:

 

     a. Any damage, liability, deficiency, loss, cost, expense or

     claim arising out of or resulting from (i) the breach of any

     representation, warranty or covenant by INZ or the INZ

     Stockholders herein or in any exhibit hereto (ii) any

     misrepresentation or omission by INZ or the INZ Stockholders

     herein or in any exhibit hereto or (iii) any materially

     misleading information furnished by INZ or the INZ Stockholders

     herein or in any exhibit hereto; and

 

     b. All reasonable costs and expenses (including reasonable

     attorneys' fees) incurred by WJI in connection with any action,

     suit, proceeding, demand, assessment, or judgment incident to any

     of the matters indemnified against in this Section 10.3.

 

     10.4. Not Exclusive Remedy. Any right of indemnity of any party

pursuant to this Article 10 shall be in addition to and shall not

operate as a limitation on any other right to indemnity of such party

pursuant to this Plan, any other document or instrument executed in

connection with the consummation of the transaction contemplated

hereby, or otherwise.

 

                   ARTICLE XI. GENERAL PROVISIONS

 

     11.1. Further Assurances. At any time, and from time to time,

after the Closing, each party will execute such additional instruments

and take such actions 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 Plan.

 

     11.2. Tax-free Reorganization. The parties intend that the Merger

be treated as a tax free reorganization under Section 368(a) of the

Internal Revenue Code of 1986, as amended.

 

     11.3. Waiver. Any failure on the part of any party hereto to

comply with any of their respective obligations, agreements or

conditions hereunder may be waived in writing by the party to whom

such compliance is owed.

 

     11.4. Brokers. Each party represents to the other parties

hereunder that no broker or finder has acted for them in connection

with this Plan, and agrees to indemnify and hold harmless the other

parties against any fee, loss or expense arising out of claims by

brokers or finders employed or alleged to have been employed by them.

 

     11.5. 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, as follows:

 

If to WJI:

 

W-J International, LTD

Attn: Edward H. Webb, President

23 Washburne Avenue

Paynesville MN 56362

Facsimile: (320) 243-3555

 

If to INZ:

 

inZon Corporation

Attn: David Levy, President

238 Northeast First Avenue

Delray Beach FL 33444

Facsimile: (800) 830-6242

 

     If to INZ Stockholders:   The addresses listed in their

Counterpart Signature pages of this Agreement

 

     11.6. Entire Agreement. This Plan constitutes the entire

agreement among the parties and supersedes and cancels any other

agreement, representation, or communication, whether oral or written,

between the parties hereto relating to the transactions contemplated

herein or the subject matter hereof.

 

     11.7. Headings. The section and subsection headings in this Plan

are inserted for convenience only and shall not affect in any way the

meaning or interpretation of this Plan.

 

      11.8. Governing Law. This Plan shall be governed by and construed

and enforced in accordance with the laws of the State of Minnesota,

except to the extent pre-empted by federal law, in which event (and to

that extent only), federal law shall govern.

 

     11.9. Assignment. This Plan shall inure to the benefit of, and be

binding upon, the parties hereto and their successors and assigns;

provided however, that any assignment by any party of any rights under

this Plan without the prior written consent of the other parties shall

be void.

 

     11.10. Counterparts. This Plan 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.

 

      11.11. Severability. Any provision of this Plan which is invalid

or unenforceable shall be ineffective only to the extent of such

invalidity or unenforceability without invalidating or rendering

unenforceable the remaining provisions of this Agreement.

 

     11.12. Time. Time is of the essence of this Plan.

 

     11.13. Attorneys' Fees. If any legal action, arbitration or other

proceeding is brought for the enforcement of this Plan, or because of

any alleged dispute, breach, default or misrepresentation in

connection with any of the provisions of this Plan, the successful or

prevailing party shall be entitled to recover reasonable attorneys'

fees and other costs incurred therein, in addition to any other relief

to which it or they may be entitled.   The court or arbitrator shall

consider, in determining the prevailing party:

 

     a. Which party obtains relief which most nearly reflects the

     remedy or relief which the parties sought, and

 

     b. Any settlement offers made prior to commencement of the

     trial in the proceeding.

 

     IN WITNESS WHEREOF, the parties have executed this Agreement and

Plan of Merger effective the day and year first above written.

 

                                       W-J INTERNATIONAL, LTD

 

                                        /s/   Edward H. Webb

Date: 9/24/2004                         Edward H. Webb, President

 

 

                                       INZON CORPORATION

 

 

                                       /s/   David Levy

Date: 9/24/2004                          David Levy, President

 

 

                                       INZ STOCKHOLDERS:

 

 

                                       /s/   David F. Levy

Date: 9/24/2004                         David F. Levy

 

 

                                       /s/   Luciene S. Levy

Date: 9/24/2004                         Luciene S. Levy

 

 

                                       /s/   Jay B. Smith

Date: 9/24/2004                         Jay B. Smith

 

 

                                       /s/   M. Tre Vega

Date: 9/24/2004                          M. Tre Vega

 

 

Date: 9/22/2004                         Executive Financial Group, Inc.

 

 

                                       By: /s/ M. Tre Vega

                                       M. Tre Vega, President  

 

     Written Consent Resolutions, executed by the following INZ

Stockholders, approving the Merger, waiving dissenters' rights, and

authorizing the President of INZ to negotiate this Agreement in   their

behalf, are on file in the Company records of INZ:

 

Philip Loh

 

Sunil Agrawal

 

Nasir Khan

 

Mary Beth Brenner

 

Ruth Trendov

 

Marcelo Teixeira

 

Michael Smith

 

Gary Bryant

 

 

                                       EXHIBIT A

 

               IDENTIFICATION OF INZON CORPORATION STOCKHOLDERS

 

 

 

<TABLE>

<CAPTION>

 

                               Number of INZ             Number of INZ           Number of WJI Shares

                              Common Shares        Warrants or Convertible       to be Received in

Name(s) and Address(es)          Owned               Debentures Owned                  Exchange

<S>                            <C>                   <C>                             <C>

David F. Levy

and Luciene S. Levy

C/O inZon Corporation

238 NE 1st Ave

Delray Beach FL                 10,940,675                   0                         10,940,675

 

Jay B. Smith

C/O inZon Corporation

238 NE 1st Ave

Delray Beach FL 33444           10,940,675                   0                         10,940,675

 

M. Tre Vega

C/O inZon Corporation

238 NE 1st Ave

Delray Beach FL 33444            1,273,297                    0                          1,273,297

 

Executive Financial Group,

Inc.

14910 RidgeHill

San Antonio TX 78233             2,023,297                   0                          2,023,297

 

Philip Loh

C/O inZon Corporation

238 NE 1st Ave

Delray Beach FL 33444               500,000                   0                            500,000

 

Sunil Agrawal

C/O inZon Corporation

238 NE 1st Ave

Delray Beach FL 33444              125,000                   0                            125,000

 

Nasir Khan

C/O inZon Corporation

238 NE 1st Ave

Delray Beach FL 33444              125,000                   0                            125,000

 

Mary Beth Brenner

C/O inZon Corporation

238 NE 1st Ave

Delray Beach FL 33444               20,000                   0                             20,000

 

Ruth Trendov

C/O inZon Corporation

238 NE 1st Ave

Delray Beach FL 33444               20,000                   0                             20,000

 

Marcelo Teixeira

C/O inZon Corporation

238 NE 1st Ave

Delray Beach FL 33444                4,000                    0                              4,000

 

Michael Smith

C/O inZon Corporation

238 NE 1st Ave

Delray Beach FL 33444               44,000                   0                             44,000

 

Gary Bryant

C/O Newport Capital

16 Carmel Woods

Laguna Niguel CA 92677             200,000                   0                            200,000

 

Totals:                         26,215,944                   0                         26,215,944

</TABLE>

 

 

 

                                  EXHIBIT B

 

 

                               AMENDED AND RESTATED

                           ARTICLES OF INCORPORATION

                                     OF

                            W-J INTERNATIONAL, LTD

 

     The undersigned, W-J INTERNATIONAL, LTD, a Nevada

corporation (the "Corporation"), for the purpose of amending and

restating the Articles of Incorporation of the Corporation, in

accordance with the applicable provisions of the Nevada Revised

Statutes, as from time to time amended (the "NRS"), does hereby make

and execute these Amended and Restated Articles of Incorporation and

does hereby certify that:

 

      I.   The name of the Corporation is W-J INTERNATIONAL, LTD.

Its original articles of incorporation were filed with the Secretary

of State of Nevada on December 20, 2001.

 

      II. Upon a proposal recommended and submitted to the

majority stockholders of the Corporation by the Corporation's

directors pursuant to Section 78.315 of the NRS, resolutions setting

forth the within Amended and Restated Articles of Incorporation of the

Corporation were duly adopted by majority vote of the stockholders of

the Corporation by written consent, in accordance with Section 78.320

of the NRS.

 

    III. The Amended and Restated Articles of Incorporation of

the Corporation submitted and recommended by the Corporation's

directors and approved by the majority stockholders of the Corporation

read as follows;

 

     "ARTICLE ONE. The name of the Corporation is 'INZON CORPORATION'.

 

     ARTICLE TWO. The address of the Corporation's registered office in the

State of Nevada is 6075 South Eastern Avenue, Suite 1, Las Vegas

NV 89119, and the name of its registered agent at that address is

INCORP SERVICES, INC.

 

     ARTICLE THREE. The nature of the business or purposes to be

conducted or promoted by the Corporation is to engage in any

lawful act or activity for which corporations may be organized

under the laws of the State of Nevada, as amended from time to

time. In addition to the powers and privileges conferred upon the

Corporation by law and those incidental thereto, the Corporation

shall possess and may exercise all the powers and privileges which

are necessary or convenient to the conduct, promotion or

attainment of the business or purposes of the Corporation.

 

     ARTICLE FOUR. The aggregate number of shares of all classes

of stock which the Corporation shall have authority to issue is

Five Hundred Million (500,000,000), consisting of shares of Common

Stock, $.001 par value (the "Common Stock").  

 

     All or any part of the shares of the Common Stock may be

issued by the Corporation from time to time and for such

consideration as may be determined and fixed by the Board of

Directors, as provided by law, with due regard to the interest of

the existing shareholders; and when consideration for these shares

has been received by the Corporation, the shares shall be deemed

fully paid.   The rights, limitations and restrictions in respect

of the Common Stock are as follows:

 

A.   COMMON STOCK

 

     1. Voting. Each holder of Common Stock shall be entitled to

one vote for each share of Common Stock held on all matters as to

which holders of Common Stock shall be entitled to vote. Anything

contained in these Amended and Restated Articles of Incorporation

to the contrary notwithstanding, the number of authorized shares

of Common Stock may be increased or decreased (but not below the

number of shares thereof then outstanding or reserved for issuance

upon the conversion, exercise or exchange of securities, options,

warrants or rights then outstanding) by the affirmative vote of

the holders of a majority of the shares of Common Stock, voting

together as one class. In any election of directors, no holder of

Common Stock shall be entitled to cumulate his votes by giving one

candidate more than one vote per share.

 

     2. Other Rights. Each share of Common Stock issued and

outstanding shall be identical in all respects one with the other,

and no dividends shall be paid on any shares of Common Stock

unless the same dividend is paid on all shares of Common Stock

outstanding at the time of such payment. Except as may be provided

by law, the holders of Common Stock shall have all other rights of

stockholders, including, but not by way of limitation, (i) the

right to receive dividends, when and as declared by the Board of

Directors out of assets legally available therefor, and (ii) in

the event of any distribution of assets upon liquidation,

dissolution or winding up of the Corporation or otherwise, the

right to receive ratably and equally all the assets and funds of

the Corporation which they are entitled to receive upon such

liquidation, dissolution or winding up of the Corporation as

herein provided.

 

B.   REVERSE STOCK SPLIT RESTRICTION

 

     The Corporation shall not be entitled, for a period of one

(1) year after the effective date of these Amended and Restated

Articles of Incorporation, to effect any reverse split of any

classes of its outstanding shares.

 

     ARTICLE FIVE. Unless otherwise determined by the Board of

Directors, no shareholder shall be entitled, as a matter of right,

to purchase, subscribe for, or receive any right or rights to

subscribe for any stock of any class that the Corporation may

issue or sell, whether or not exchangeable for any stock of the

Corporation of any class or classes, and whether or not of un-

issued shares authorized by the articles of incorporation as

originally filed or by any amendment of the articles of

incorporation or out of shares of stock of the Corporation

acquired by it after the issuance of the shares, and whether

issued for cash, promissory notes, services, personal or real

property, or other securities of the Corporation, nor shall any

holder of stock of the Corporation be entitled to any right of

subscription to any of such shares. Further, unless otherwise

determined by the board of directors, no holder of any shares of

the stock of the Corporation is entitled, as a matter of right, to

purchase or subscribe for any obligation which the Corporation may

issue or sell that shall be convertible into or exchangeable for

any shares of the stock of the Corporation of any class or

classes, or to which shall be attached or appurtenant any warrant

or warrants or other instrument or instruments which confer on the

holder or holders of the obligation the right to subscribe for or

purchase from the Corporation any shares of its capital stock of

any class or classes.

 

      ARTICLE SIX.  

 

     a. Except as may be otherwise specifically provided by

the NRS, all powers of management, direction and control of the

Corporation shall be, and hereby are, vested in the Board of Directors.

 

     b. A majority of the whole Board of Directors shall

constitute a quorum for the transaction of business, and, except

as otherwise provided in these Amended and Restated Articles of

Incorporation, as amended, or the By-laws, the vote of a majority

of the directors present at a meeting at which a quorum is then

present shall be the act of the Board. As used in these Amended

and Restated Articles of Incorporation, as amended, the terms

"whole Board" and "whole Board of Directors" are hereby

exclusively defined and limited to mean the total number of

directors which the Corporation would have if the Board had no vacancies.

 

      c. The number of directors shall be fixed by, or in the

manner provided in, the By-laws.

 

     d. Any vacancies in the Board of Directors for any

reason, and any newly created directorships resulting from any

increase in the number of directors, may be filled by the Board of

Directors, acting by a majority of the directors then in office,

although less than a quorum, and any directors so chosen shall

hold office until the next election and until their successors

shall be elected and qualified or until their respective earlier

resignation, removal or death.   No decrease in the number of

directors shall shorten the term of any incumbent director.

 

     e. Notwithstanding any other provision of these Amended

and Restated Articles of Incorporation, as amended, or the By-

laws, and notwithstanding the fact that some lesser percentage may

be specified by law, these Amended and Restated Articles of

Incorporation, as amended, or the By-laws, any director or the

whole Board of Directors of the Corporation may be removed at any

time, but only for cause and only upon the affirmative vote of the

holders of a majority or more of the then outstanding shares of

Voting Stock, considered for this purpose as one class (for the

purposes of this ARTICLE SIX, section (e), each share of the

Voting Stock shall have the number of votes granted to it pursuant

to ARTICLE FOUR of these Amended and Restated Articles of

Incorporation, as amended).

 

     f. Advance notice of nominations for the election of

directors other than nominations by the Board of Directors or a

committee thereof shall be given to the Corporation in the manner

provided in the By-laws.

 

     g. Except as may be otherwise specifically provided in

this ARTICLE SIX, the term of office and voting power of each

director of the Corporation shall be neither greater than nor less

than that of any other director or class of directors of the Corporation.

 

     h. Elections of directors need not be by ballot unless

the By-laws of the Corporation shall so provide.

 

     ARTICLE SEVEN. The By-laws of the Corporation shall be

adopted in any manner provided by law. In furtherance, and not in

limitation of, the powers conferred by statute, the Board of

Directors is expressly authorized to make, adopt, alter, amend or

repeal the By-laws of the Corporation. Notwithstanding any other

provisions in these Amended and Restated Articles of

Incorporation, as amended, or the By-laws of the Corporation, and

notwithstanding the fact that some lesser percentage may be

specified by law, the stockholders of the Corporation shall have

the power to make, adopt, alter, amend or repeal the By-laws of

the Corporation only upon the affirmative vote of a majority or

more of the then outstanding shares of Voting Stock, considered

for this purpose as one class (for purposes of this ARTICLE SEVEN,

each share of the Voting Stock shall have the number of votes

granted to it pursuant to ARTICLE FOUR of these Amended and

Restated Articles of Incorporation, as amended).

 

     ARTICLE EIGHT. The Corporation may agree to the terms and

conditions upon which any director, officer, employee or agent

accepts his office or position and in its By-laws, by contract or

in any other manner may agree to indemnify and protect any

director, officer, employee or agent of the Corporation, or any

person who serves at the request of the Corporation as a director,

officer, employee or agent of another corporation, partnership,

joint venture, trust, employee benefit plan or other enterprise,

to the fullest extent permitted by the NRS (including, without

limitation, the statutes, case law and principles of equity) of

the State of Nevada. If the NRS (including, without limitation,

the statutes, case law or principles of equity, as the case may

be) of the State of Nevada are amended or changed to permit or

authorize broader rights of indemnification to any of the persons

referred to in the immediately preceding sentence, then the

Corporation shall be automatically authorized to agree to

indemnify such respective persons to the fullest extent permitted

or authorized by such law, as so amended or changed, without the

need for amendment or modification of this ARTICLE EIGHT and

without further action by the directors or stockholders of the

Corporation.

 

     Without limiting the generality of the foregoing

provisions of this ARTICLE EIGHT, to the fullest extent permitted

or authorized by the NRS as now in effect and as the same may from

time to time hereafter be amended, no director of the Corporation

shall be personally liable to the Corporation or to its

stockholders for monetary damages for breach of fiduciary duty as

a director. Any repeal or modification of the immediately

preceding sentence shall not adversely affect any right or

protection of a director of the Corporation existing hereunder

with respect to any act or omission occurring prior to or at the

time of such repeal or modification.

 

     ARTICLE NINE. Whenever a compromise or arrangement is

proposed between this Corporation and its creditors or any class

of them and/or between this Corporation and its stockholders or

any class of them, any court of equitable jurisdiction within the

State of Nevada may, on the application in a summary way of this

Corporation or of any creditor or stockholder thereof or on the

application of any receiver or receivers appointed for this

Corporation under the provisions of the NRS or on the application

of trustees in dissolution or of any receiver or receivers

appointed for this Corporation under the provisions of the NRS,

order a meeting of the creditors or class of creditors, and/or of

the stockholders or class of stockholders of this Corporation, as

the case may be, to be summoned in such manner as the said court

directs. If a majority in number representing three-fourths in

value of the creditors or class of creditors, and/or of the

stockholders or class of stockholders of this Corporation, as the

case may be, agree to any compromise or arrangement and to any

reorganization of this Corporation as a consequence of such

compromise or arrangement, the said compromise or arrangement and

the said reorganization shall, if sanction