Share Exchange Agreement - Profit Financial Corp. and Applied Voice Recognition Inc.
SHARE EXCHANGE AGREEMENT
THIS AGREEMENT (the "Agreement" and/or the "Share Exchange") is entered
into as of September 12, 1997, between Profit Financial Corporation, soon to
be Wade Cook Financial Corporation ("WADE"), a Utah corporation and Applied
Voice Recognition, Inc. ("AVRI"), a Utah corporation.
REPRESENTATION
1. WADE is a publicly traded corporation (ticker symbol "WADE")
organized and existing under the laws of the State of Utah.
2. AVRI is a publicly traded corporation (ticker symbol "AVRI")
organized and existing under the laws of the State of Utah.
AGREEMENT
In consideration of the foregoing recitals, the covenants and conditions
set forth herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
1. WADE will acquire 100,000 shares of the authorized but unissued
common stock of AVRI in exchange for 14,433 shares of the authorized
but unissued common stock of WADE in a dollar-for-dollar exchange
based on the closing price of each stock as of the date of this
agreement.
2. Each party shall sign an investment letter pursuant to Rule 144 upon
receiving the shares.
3. Each of WADE and AVRI shall take, or cause to be taken, all action
or do, or cause to be done, all things necessary, proper or advisable
under the laws of the State of Utah to consummate and make effective
the Share Exchange.
IN WITNESS WHEREOF, the parties hereto have duly executed and delivered
this AGREEMENT as of the date first set forth above.
APPLIED VOICE RECOGNITION, INC. PROFIT FINANCIAL CORPORATION
__________________________ ___________________________
By: Timothy J. Connolly By: Wade B. Cook
Its: Chairman & CEO Its: President
<PAGE>
Share Exchange Agreement
THIS AGREEMENT (the "Agreement" and/or the "Share Exchange") is entered
into as of September 2, 1997, between Wade Cook Financial Corporation
("WCFC"), a Nevada corporation, and Thomas Cloward, a resident of Washington
("Cloward").
REPRESENTATION
A. WCFC is a corporation organized and existing under the laws of the
State of Nevada.
B. The authorized capital stock of WCFC consists of One Hundred Forty
Million (140,000,000) of which One Hundred Forty Million shares of common
stock, par value $0.01, of which approximately Sixty Million Four Hundred
Thirty Five Thousand shares are duly issued and outstanding on the date
hereof and Five Million shares of preferred stock, par value $10.00, none of
which are issued and outstanding.
C. PDC is a corporation organized and existing under the laws of the
State of Utah whose audited financial statements are attached hereto as
Exhibit B and are complete and accurate.
D. The authorized capital stock of PDC consists of One Million
(1,000,000) shares divided into One Million shares of common stock, par value
$1.00, of which approximately Ninety One Thousand Five Hundred shares are
duly issued and outstanding on the date hereof and no shares of preferred
stock.
E. WCFC and PDC enter into this Agreement whereby WCFC will acquire
all of the issued and outstanding stock of PDC by issuing 10,000 restricted
shares of common stock of WCFC to the shareholders of PDC in exchange for
shares of common stock of PDC held by them at an exchange rate of one share
of WCFC for each one share of PDC held. WCFC and PDC intend the exchange to
qualify as a tax-free reorganization under Section 368(a)(1)(B) of the
Internal Revenue Code of 1986, as amended.
AGREEMENT
In consideration of the foregoing recitals, the covenants and conditions
set forth herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
<PAGE>
1. Share Exchange; Effectiveness
The shareholders of shares of Common Stock of PDC shall exchange their
shares for his or her proportionate share of 10,000 newly issued shares of
Common Stock of WCFC in accordance with the terms and conditions of this
Agreement. Upon the execution of this Agreement by PDC and WCFC the date for
the effectiveness of this Agreement (the "Effective time of the Share
Exchange") shall be the date at which PDC shareholders owning 100% of the PDC
shares tender their shares to WCFC.
2. Exchange of Shares
At the Effective Time of the Share Exchange:
(a) Each shareholder of PDC shall be issued his or her proportionate
share(s) of fully paid and nonassessable common stock of WCFC as stated in
section 1. Each shareholder of PDC shall sign an investment letter pursuant
to Rule 144 upon receiving WCFC shares.
(b) All shares of capital stock of PDC that are tendered to WCFC shall
be retained by WCFC and PDC shall become a wholly owned subsidiary of WCFC.
. Implementation
Each of WCFC and PDC shall take, or cause to be taken, all action or do,
or cause to be done, all things necessary, proper or advisable under the laws
of the State of Utah and the State of Nevada to consummate and make effective
the Share Exchange.
4. Amendment
This Agreement may, to the extent permitted by law, be amended,
supplemented or interpreted at any time by action taken by the Board of
Directors of both of PDC and WCFC; provided, however, that this Agreement
may not be amended or supplemented after having been approved by the
shareholders of PDC except by a vote or consent of shareholders in accordance
with applicable law.
IN WITNESS WHEREOF, the parties hereto have duly executed and delivered
this Agreement as of the date first set forth above.
<PAGE>
PUBLISHERS DISTRIBUTION CENTER, INC.
_____________________________
By: William Beutler
_____________________________
By: Cora Beutler
_____________________________
By: Scott Beutler
_____________________________
By: Delvin Jenks
WADE COOK FINANCIAL CORPORATION
_____________________________
By: Wade B. Cook,
Chairman and Chief Executive Officer