Agreement and Plan of Reorganization among Riverside Ventures, Inc., Alpine Aviation, Inc., and Shareholders
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This agreement is between Riverside Ventures, Inc., Alpine Aviation, Inc., Jehu Hand (Riverside's principal stockholder and officer), and the sole shareholder of Alpine. Riverside will acquire all shares of Alpine in exchange for Riverside stock, aiming for a tax-free reorganization. The agreement outlines the exchange process, resignation and replacement of Riverside's management, and conditions for the transaction, including regulatory approvals. If certain conditions are not met within specified timeframes, the agreement can be terminated and shares returned to their original owners.
EX-2.1 2 0002.txt AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is made this 12th day of June, 2000, between Riverside Ventures, Inc., a Delaware corporation ("Riverside"); Jehu Hand, Esq., the principal stockholder and the sole director and executive officer of Riverside ("Hand"); Alpine Aviation, Inc., a Utah corporation ("Alpine"); and the person listed in Exhibit A hereof who is the record and beneficial owner of all of the outstanding common of Alpine (the "Alpine Stockholder"). Riverside wishes to acquire all of the outstanding common stock of Alpine in exchange for common stock of Riverside in a transaction qualifying as a tax-free exchange pursuant to Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended; NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, IT IS AGREED: Section 1 Exchange of Stock 1.1 Number of Shares. The Alpine Stockholder agrees to transfer to Riverside at the closing (the "Closing") 100% of the outstanding securities of Alpine, which are listed in Exhibit A attached hereto and incorporated herein by reference (the "Alpine Shares"), in exchange for 9,895,000 shares of the one mill ($0.001) par value "unregistered" and "restricted" common voting stock of Riverside. 1.2 Delivery of Certificates by Alpine Stockholder. The transfer of the Alpine Shares by the Alpine Stockholder shall be effected by the delivery to Riverside at the Closing of stock certificate or certificates representing the transferred shares duly endorsed in blank or accompanied by stock powers executed in blank, with all signatures witnessed or guaranteed to the satisfaction of Riverside and with all necessary transfer taxes and other revenue stamps affixed and acquired at the Alpine Stockholder's expense. 1.3 Further Assurances. At the Closing and from time to time thereafter, the Alpine Stockholder shall execute such additional instruments and take such other action as Riverside may request in order to exchange and transfer clear title and ownership in the Alpine Shares to Riverside. 1.4 Resignation of Present Sole Director and Executive Officer and Designation of New Directors and Executive Officers. On Closing, the sole present director and executive officer of Riverside, Jehu Hand, Esq., shall resign and designate the directors and executive officers nominated by Alpine to serve in his place and stead, until the next respective annual meetings of the stockholders and Board of Directors of Riverside, and until their respective successors shall be elected and qualified or until their respective prior resignations or terminations, who shall be Eugene R. Mallette; Max A. Hansen, Esq.; Bill Distefano; Richard Rowack; and Charles L. Bates. 1.5 Amendment of Charter. At or prior to the Closing, the Board of Directors and majority stockholders of Riverside shall have adopted all resolutions required or necessary under the Delaware Corporations Law Annotated to change the name of Riverside to "Alpine Air Express, Inc." or such other or similar name as shall be designated by Alpine. 1.6 Assets and Liabilities of Riverside at Closing and Indemnification by Hand. Riverside shall have no material assets and no liabilities at Closing, and all costs incurred by Riverside incident to the Agreement or relating to its obligations hereunder shall have been paid or satisfied. Hand shall indemnify and hold Riverside and Alpine harmless from and against any and all liabilities of any type or nature whatsoever of Riverside, whether presently known or unknown, that relate to any debt, claim, fact, other act or otherwise regarding Riverside that occurred or is based upon any such occurrence relating to Riverside prior to the Closing. 1.7 Post-Agreement Quotations of the Reorganized Riverside's Common Stock on the OTC Bulletin Board and/or NASDAQ of the NASD and the SB-2 Registration Statement. In the event that despite the "best efforts" of the parties and their counsel, that the NASD does not grant the reorganized Riverside quotations of its common stock within 45 days of the effective date of an SB-2 Registration Statement that will be filed with the Securities and Exchange Commission within 30 days of the Closing and that will register for resale all of the present outstanding shares of common stock of Riverside and such additional shares as the newly designated Board of Directors of the Reorganized Riverside shall designate, and/or if the SB-2 Registration Statement is not declared effective by the Securities and Exchange Commission on or before 90 days from the Closing, the Alpine Agreement may be terminated and shall be deemed to be null and void, at the sole option of Alpine. If this option is exercised, all stock or other items exchanged under the Agreement shall be returned to the other party or parties that provided any such items, and no party shall have any claim against any other by reason of such termination. Section 2 Closing The Closing contemplated by Section 1.1 shall be held at the offices of Leonard W. Burningham, Esq., Suite 205 Hermes Building, 455 East 500 South, Salt Lake City, Utah 84111, unless another place or time is agreed upon in writing by the parties. The Closing may 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. Section 3 Representations and Warranties of Riverside and Hand Riverside and Hand represent and warrant to, and covenant with, the Alpine Stockholder and Alpine as follows: 3.1 Corporate Status. Riverside 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 (Delaware only). Riverside 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 Riverside. Riverside has done no act or thing that would prevent the Securities and Exchange Commission from granting it an effective SB-2 Registration Statement for the registration and resale of any of the presently authorized and outstanding securities of Riverside, nor that would prevent its securities from being quoted on the OTC Bulletin Board of the National Association of Securities Dealers, Inc. (the "NASD"). 3.2 Capitalization. The authorized capital stock of Riverside consists of 20,000,000 shares of one mill ($0.001) par value common voting stock, of which 1,000,000 shares are issued and outstanding, all fully paid and non-assessable; and 1,000,000 shares of one mill ($0.001) par value preferred stock, of which no shares are issued and outstanding. There are no outstanding options, warrants or calls pursuant to which any person has the right to purchase any authorized and unissued common stock, preferred stock or other securities of Riverside. 3.3 Financial Statements. The financial statements of Riverside furnished to the Alpine Stockholder and Alpine, consisting of audited financial statements for the years ended June 30, 1999 and 1998, attached hereto as Exhibit B and incorporated herein by reference, and unaudited financial statements for the period ended March 31, 2000, attached hereto as Exhibit B-1 and incorporated herein by reference, are correct and fairly present the financial condition of Riverside at such dates and for the periods 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 C, 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. Riverside 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 C. 3.5 Interim Changes. Since the date of its balance sheets, except as set forth in Exhibit C, there have been no (1) changes in financial condition, assets, liabilities or business of Riverside which, in the aggregate, have been materially adverse; (2) damages, destruction or losses of or to property of Riverside, payments of any dividend or other distribution in respect of any class of stock of Riverside, or any direct or indirect redemption, purchase or other acquisition of any class of any such stock; or (3) increases paid or agreed to in the compensation, retirement benefits or other commitments to employees. 3.6 Title to Property. Riverside has good and marketable title to all properties and assets, real and personal, reflected in its balance sheets, and the properties and assets of Riverside are subject to no mortgage, pledge, lien or encumbrance, except for liens shown therein or in Exhibit C, with respect to which no default exists. 3.7 Litigation. There is no litigation or proceeding pending, or to the knowledge of Riverside, threatened, against or relating to Riverside, its properties or business, except as set forth in Exhibit C. Further, no officer, director or person who may be deemed to be an affiliate of Riverside is party to any material legal proceeding which could have an adverse effect on Riverside (financial or otherwise), and none is party to any action or proceeding wherein any has an interest adverse to Riverside. 3.8 Books and Records. From the date of this Agreement to the Closing, Riverside will (1) give to the Alpine Stockholder and Alpine 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 Alpine Stockholder and Alpine or their respective representatives may inspect and audit them; and (2) furnish such information concerning the properties and affairs of Riverside as the Alpine Stockholder and Alpine or their respective representatives may reasonably request. 3.9 Tax Returns. Riverside 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), Riverside and its representatives will keep confidential any information which they obtain from the Alpine Stockholder or from Alpine concerning the properties, assets and business of Alpine. If the transactions contemplated by this Agreement are not consummated by June 30, 2000, Riverside will return to Alpine all written matter with respect to Alpine obtained by Riverside in connection with the negotiation or consummation of this Agreement. 3.11 Investment Intent. Riverside is acquiring the Alpine Shares to be transferred to it under this Agreement for investment and not with a view to the sale or distribution thereof, and Riverside has no commitment or present intention to liquidate Alpine or to sell or otherwise dispose of the Alpine Shares. 3.12 Corporate Authority. Riverside has full corporate power and authority to enter into this Agreement and to carry out its obligations hereunder and will deliver to the Alpine Stockholder and Alpine or their respective representatives at the Closing a certified copy of resolutions of its Board of Directors authorizing execution of this Agreement by its officers and performance thereunder, and the sole director adopting and delivering such resolutions is the duly elected and incumbent director of Riverside. 3.13 Due Authorization. Execution of this Agreement and performance by Riverside hereunder have been duly authorized by all requisite corporate action on the part of Riverside, and this Agreement constitutes a valid and binding obligation of Riverside and performance hereunder will not violate any provision of the Articles of Incorporation, Bylaws, agreements, mortgages or other commitments of Riverside. 3.14 Environmental Matters. Riverside has no knowledge of any assertion by any governmental agency or other regulatory authority of any environmental lien, action or proceeding, or of any cause for any such lien, action or proceeding related to the business operations of Riverside. In addition, to the best knowledge of Riverside, there are no substances or conditions which may support a claim or cause of action against Riverside or any of its current or former officers, directors, agents or employees, whether by a governmental agency or body, private party or individual, under any Hazardous Materials Regulations. "Hazardous Materials" means any oil or petrochemical products, PCB's, asbestos, urea formaldehyde, flammable explosives, radioactive materials, solid or hazardous wastes, chemicals, toxic substances or related materials, including, without limitation, any substances defined as or included in the definition of "hazardous substances," "hazardous wastes," "hazardous materials," or "toxic substances" under any applicable federal or state laws or regulations. "Hazardous Materials Regulations" means any regulations governing the use, generation, handling, storage, treatment, disposal or release of hazardous materials, including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act, the Resource Conservation and Recovery Act and the Federal Water Pollution Control Act. 3.15 Access to Information Regarding Alpine. Riverside and Hand acknowledge that they have been delivered copies of what has been represented to be documentation containing all material information respecting Alpine 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 Alpine, and with the legal and accounting firms of Alpine, with respect to such documentation; and that to the extent requested, all questions raised have been answered to their complete satisfaction. Section 4 Representations, Warranties and Covenants of Alpine and the Alpine Stockholder Alpine and the Alpine Stockholder represent and warrant to, and covenant with, Riverside as follows: 4.1 Alpine Shares. The Alpine Stockholder is the record and beneficial owner of all of the Alpine 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 Alpine Shares respectively owned by the Alpine Stockholder. 4.2 Corporate Status. Alpine is a corporation duly organized, validly existing and in good standing under the laws of the State of Utah 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. 4.3 Capitalization. The authorized capital stock of Alpine consists of 50,000 shares of no par value common voting stock, of which 25,000 shares are issued and outstanding, all fully paid and non-assessable. There are no outstanding options, warrants or calls pursuant to which any person has the right to purchase any authorized and unissued capital stock or other securities of Alpine. 4.4 Financial Statements. The financial statements of Alpine furnished to Riverside, consisting of audited financial statements for the years ended October 31, 1999 and 1998, attached hereto as Exhibit D, and incorporated herein by reference, are correct and fairly present the financial condition of Alpine as of these dates and for the periods 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 E, which is attached hereto and incorporated herein by reference. 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. Alpine has no material 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 E. 4.6 Interim Changes. Since the date of its balance sheets, except as set forth in Exhibit E, there have been no (1) changes in the financial condition, assets, liabilities or business of Alpine, which in the aggregate, have been materially adverse; (2) damages, destruction or loss of or to the property of Alpine, payment of any dividend or other distribution in respect of the capital stock of Alpine, or any direct or indirect redemption, purchase or other acquisition of any such stock; or (3) increases paid or agreed to in the compensation, retirement benefits or other commitments to their employees. 4.7 Title to Property. Alpine has good and marketable title to all properties and assets, real and personal, proprietary or otherwise, reflected in its balance sheets, and the properties and assets of Alpine are subject to no mortgage, pledge, lien or encumbrance, except for liens shown therein or in Exhibit E, with respect to which no default exists. 4.8 Litigation. There is no litigation or proceeding pending, or to the knowledge of Alpine, threatened, against or relating to Alpine or its properties or business, except as set forth in Exhibit E. Further, no officer, director or person who may be deemed to be an affiliate of Alpine is party to any material legal proceeding which could have an adverse effect on Alpine (financial or otherwise), and none is party to any action or proceeding wherein any has an interest adverse to Alpine. 4.9 Books and Records. From the date of this Agreement to the Closing, the Alpine Stockholder will cause Alpine to (1) give to Riverside 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 Riverside may inspect and audit them; and (2) furnish such information concerning the properties and affairs of Alpine as Riverside may reasonably request. 4.10 Tax Returns. Alpine 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), Alpine, the Alpine Stockholder and their representatives will keep confidential any information which they obtain from Riverside concerning its properties, assets and business. If the transactions contemplated by this Agreement are not consummated by June 30, 2000, Alpine and the Alpine Stockholder will return to Riverside all written matter with respect to Riverside obtained by them in connection with the negotiation or consummation of this Agreement. 4.12 Investment Intent. The Alpine Stockholder is acquiring the shares to be exchanged and delivered to him under this Agreement for investment and not with a view to the sale or distribution thereof, and the Alpine Stockholder has no commitment or present intention to liquidate the Riverside or to sell or otherwise dispose of the Riverside shares. The Alpine Stockholder shall execute and deliver to Riverside on the Closing an Investment Letter attached hereto as Exhibit F and incorporated herein by reference, acknowledging the "unregistered" and "restricted" nature of the shares of Riverside being received under the Agreement in exchange for the Alpine Shares, and receipt of certain material information regarding Riverside, including its 10-SB Registration Statement and all reports filed with the Securities and Exchange Commission during the past 12 months. 4.13 Corporate Authority. Alpine has full corporate power and authority to enter into this Agreement and to carry out its obligations hereunder and will deliver to Riverside or its representative at the Closing a certified copy of resolutions of its Board of Directors authorizing execution of this Agreement by its officers and performance thereunder. 4.14 Due Authorization. Execution of this Agreement and performance by Alpine hereunder have been duly authorized by all requisite corporate action on the part of Alpine, and this Agreement constitutes a valid and binding obligation of Alpine and performance hereunder will not violate any provision of the Articles of Incorporation, Bylaws, agreements, mortgages or other commitments of Alpine, other than required notices. 4.15 Environmental Matters. Alpine and the Alpine Stockholder have no knowledge of any assertion by any governmental agency or other regulatory authority of any environmental lien, action or proceeding, or of any cause for any such lien, action or proceeding related to the business operations of Alpine or its predecessors. In addition, to the best knowledge of Alpine, there are no substances or conditions which may support a claim or cause of action against Alpine or any of its current or former officers, directors, agents, employees or predecessors, whether by a governmental agency or body, private party or individual, under any Hazardous Materials Regulations. "Hazardous Materials" means any oil or petrochemical products, PCB's, asbestos, urea formaldehyde, flammable explosives, radioactive materials, solid or hazardous wastes, chemicals, toxic substances or related materials, including, without limitation, any substances defined as or included in the definition of "hazardous substances," "hazardous wastes," "hazardous materials," or "toxic substances" under any applicable federal or state laws or regulations. "Hazardous Materials Regulations" means any regulations governing the use, generation, handling, storage, treatment, disposal or release of hazardous materials, including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act, the Resource Conservation and Recovery Act and the Federal Water Pollution Control Act. 4.16 Access to Information Regarding Riverside. Alpine and the Alpine Stockholder acknowledge that they have been delivered copies of what has been represented to be documentation containing all material information respecting Riverside 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 Riverside, and with the legal and accounting firms of Riverside, with respect to such documentation; and that to the extent requested, all questions raised have been answered to their complete satisfaction. Section 5 Conditions Precedent to Obligations of Alpine, the Alpine Stockholder All obligations of Alpine and the Alpine Stockholder under this Agreement are subject, at their option, to the fulfillment, before or at the Closing, of each of the following conditions: 5.1 Representations and Warranties True at Closing. The representations and warranties of Riverside and Hand contained in this Agreement 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. 5.2 Due Performance. Riverside and Hand shall have performed and complied with all of the terms and conditions required by this Agreement to be performed or complied with by them before the Closing. 5.3 Officers' Certificate. Alpine and the Alpine Stockholder shall have been furnished with a certificate signed by the President of Riverside, in such capacity and personally, attached hereto as Exhibit G and incorporated herein by reference, dated as of the Closing, certifying (1) that all representations and warranties of Riverside and Hand contained herein are true and correct; and (2) that since the date of the financial statements (Exhibit B and B-1 hereto), there has been no material adverse change in the financial condition, business or properties of Riverside, taken as a whole. 5.4 Opinion of Counsel of Riverside. Alpine and the Alpine Stockholder shall have received an opinion of counsel for Riverside, dated as of the Closing, to the effect that (1) the representations of Sections 3.1, 3.2 and 3.12 are correct; (2) except as specified in the opinion, counsel knows of no inaccuracy in the representations in 3.5, 3.6 or 3.7; and (3) that the shares of Riverside to be issued to the Alpine Stockholder under this Agreement will, when so issued, be validly issued, fully paid and non- assessable. 5.5 Assets and Liabilities of Riverside. Riverside shall have no material assets and no liabilities at Closing, and all costs, expenses and fees incident to the Agreement shall have been paid. 5.6 Resignation of Sole Director and Executive Officer and Designation of New Directors and Executive Officers. The present sole director and executive officer of Riverside shall resign, and shall have designated the nominees of Alpine as directors and executive officers of the Reorganized Riverside to serve in their place and stead, until the next respective annual meetings of the stockholders and Board of Directors of Riverside, and until their respective successors shall be elected and qualified or until their respective prior resignations or terminations, who shall be: Eugene R. Mallette; Max A. Hansen, Esq.; and Bill Distefano. 5.7 Name Change of Riverside. The requirements of Section 1.5 hereof shall have been fully satisfied at Closing. 5.8 Conditions Subsequent. The Closing is subject to the terms and conditions of Section 1.7 hereof, in that this Agreement may be voided at the option of Alpine and the Alpine Stockholder, if the time requirements of that Section are not fully met in a timely fashion, regardless of the "best efforts" of the parties and their legal counsel. Section 6 Conditions Precedent to Obligations of Riverside and Hand All obligations of Riverside and Hand under this Agreement are subject, at their option, to the fulfillment, before or at the Closing, of each of the following conditions: 6.1 Representations and Warranties True at Closing. The representations and warranties of Alpine and the Alpine Stockholder contained in this Agreement 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. 6.2 Due Performance. Alpine and the Alpine Stockholder shall have performed and complied with all of the terms and conditions required by this Agreement to be performed or complied with by them before the Closing. 6.3 Officers' and Stockholders' Certificate. Riverside and Hand shall have been furnished with a certificate signed by the President of Alpine, attached hereto as Exhibit H and incorporated herein by reference, dated as of the Closing, certifying (1) that all representations and warranties of Alpine and the Alpine Stockholder contained herein are true and correct; and (2) that since the date of the financial statements (Exhibit D), there has been no material adverse change in the financial condition, business or properties of Alpine, taken as a whole. 6.4 Opinion of Counsel of Alpine. Riverside shall have received an opinion of counsel for Alpine, dated as of the Closing, to the effect that (1) the representations of Sections 4.2, 4.3 and 4.13 are correct; and (2) except as specified in the opinion, counsel knows of no inaccuracy in the representations in 4.6, 4.7 or 4.8. 6.5 Books and Records. The Alpine Stockholder or the Board of Directors of Alpine shall have caused Alpine to make available all books and records of Alpine, including minute books and stock transfer records; provided, however, only to the extent requested in writing by Riverside at Closing. 6.6 Acceptance by Alpine Stockholder. The terms of this Agreement shall have been accepted by the Alpine Stockholder by the execution and delivery of a copy of the Agreement and related instruments. Section 7 Termination Prior to Closing, this Agreement may be terminated (1) by mutual consent in writing; (2) by either the sole director of Riverside or Alpine and the Alpine Stockholder if there has been a material misrepresentation or material breach of any warranty or covenant by the other party; or (3) by either the sole director of Riverside or Alpine and the Alpine Stockholder 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. Section 8 General Provisions 8.1 Further Assurances. At any time, and from time to time after the Closing, each party will execute 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 this Agreement. 8.2 Waiver. Any failure on the part of any party hereto to comply with any of its obligations, agreements or conditions hereunder may be waived in writing by the party to whom such compliance is owed. 8.3 Brokers. Each party represents to the other parties hereunder that except as provided in Exhibit I attached hereto and incorporated herein by reference, no broker or finder has acted for any party in connection with this Agreement, 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 the indemnifying party. 8.4 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 Riverside: 24351 Pasto Road, Suite B Dana Point, California 92629 With a copy to: Jehu Hand, Esq. Hand & Hand 24351 Pasto Road, Suite B Dana Point, California 92629 If to Alpine: 3450 West Jense Parkway Provo, Utah 84601 With a copy to: Leonard W. Burningham, Esq. 455 East 500 South, #205 Salt Lake City, Utah 84111 If to the Alpine Stockholder: To the Address listed in Exhibit A 8.5 Entire Agreement. This Agreement constitutes the entire agreement between 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. 8.6 Headings. The section and subsection headings in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. 8.7 Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, except to the extent pre-empted by federal law, in which event (and to that extent only), federal law shall govern. 8.8 Assignment. This Agreement 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 Agreement without the prior written consent of the other parties shall be void. 8.9 Counterparts. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. 8.10 Default. In the event of default hereunder, the non- defaulting and prevailing party in any action to enforce the terms and provisions hereof shall be entitled to recover reasonable costs and expenses incurred in enforcing this Agreement, including attorney's fees and associated costs. IN WITNESS WHEREOF, the parties have executed this Agreement and Plan of Reorganization effective the day and year first above written. RIVERSIDE VENTURES, INC. Dated: 6/12/00. By/s/Jehu Hand Jehu Hand, Esq., President Dated: 6/12/00. /s/Jehu Hand Jehu Hand, Esq., Personally ALPINE AVIATION, INC. Dated: 6/8/00. By/s/Eugene R. Mallette Eugene R. Mallette ALPINE STOCKHOLDER Dated: 6/8/00. /s/Eugene R. Mallette Eugene R. Mallette AMENDED EXHIBIT A Number of Shares Number of Shares Riverside Owned of to be Name and Address Alpine Received in Exchange [S] [C] [C] Eugene R. Mallette 21,241 8,407,188 3450 West Jense Parkway Provo, Utah 84601 The Mallette Family 2,500 989,500 Limited Partnership 3450 West Jense Parkway Provo, Utah 84601 Bill Distefano 1,243 491 ###-###-#### West Jense Parkway Provo, Utah 84601 Mark Anderson 16 6,333 10 West Broadway, Suite 630 Salt Lake City, Utah 84101 Total: 25,000 9,895,000 EXHIBIT B RIVERSIDE VENTURES, INC. AUDITED FINANCIAL STATEMENTS FOR THE YEARS ENDED JUNE 30, 1999 AND 1998 INDEPENDENT AUDITORS' REPORT To the Board of Directors and Shareholders Riverside Ventures, Inc. We have audited the statements of financial position of Riverside Ventures, Inc. ( a development stage company) as of June 30, 1999 and 1998, and the related statements of operations, changes in stockholders' equity and cash flows for the years then ended and cumulative for the period April 20, 1994 (date of inception) through June 30, 1999. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Riverside Ventures, Inc. (a development stage company) as of June 30, 1999 and 1998, and the results of its operations, changes in stockholders' equity and cash flows for the period April 20, 1994 (date of inception) through June 30, 1999, in conformity with generally accepted accounting principles. Bountiful, Utah July 1, 1999 RIVERSIDE VENTURES, INC. (A Development Stage Company) Statements of Financial Position June 30, 1999 and 1998
See accompanying notes to financial statements RIVERSIDE VENTURES, INC. (A Development Stage Company) Statements of Operations Years Ended June 30, 1999 and 1998 and Cumulative from Inception to June 30, 1999
See accompanying notes to financial statements RIVERSIDE VENTURES, INC. (A Development Stage Company) Statement of Changes in Stockholders' Equity From Inception (April 20, 1994) Through June 30, 1999
See accompanying notes to financial statements RIVERSIDE VENTURES, INC. (A Development Stage Company) Statements of Cash Flows Years Ended June 30, 1999 and 1998 and Cumulative from Inception to June 30, 1999
See accompanying notes to financial statements RIVERSIDE VENTURES, INC. (A Development Stage Company) Notes to Financial Statements Years Ended June 30, 1999 and 1998 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES The Company was incorporated under the laws of the State of Delaware on April 20, 1994, for the purpose of seeking out business opportunities, including acquisitions. The Company is in the development stage and will be very dependent on the skills, talents, and abilities of management to successfully implement its business plan. Due to the Company's lack of capital, it is likely that the Company will not be able to compete with larger and more experienced entities for business opportunities which are lower risk and are more attractive for such entities. Business opportunities in which the Company may participate will likely be highly risky and speculative. Since inception, the Company's activities have been limited to organizational matters. Organizational costs are amortized on a straight-line basis over five years. 2. CASH AND CASH EQUIVALENTS The Company considers all short-term investments with an original maturity of three months or less to be cash equivalents. 3. RELATED PARTY TRANSACTIONS The Company currently receives the use of office space free of charge from an officer of the Company. The fair market value of the office space in the same geographic region is $20 per month. 4. INCOME TAXES The fiscal year end of the Company is June 30th and an income tax return has not been filed. However, if an income tax return had been filed, the Company would have a net operating loss carry forward of $2,116 that would begin expiring in the year 2009. 5. STOCK OPTION PLAN The Company has stock option plans for directors, officers, employees, advisors, and employees of companies that do business with the Company, which provide for non-qualified and qualified stock options. The Stock Option Committee of the Board determines the option price which cannot be less than the fair market value at the date of the grant or 110% of the fair market value if the Optionee holds 10% or more of the Company's common stock. The price per share of shares subject to a Non-Qualified Option shall not be less than 85% of the fair market value at the date of the grant. Options generally expire either three months after termination of employment, or ten years after date of grant (five years if the optionee holds 10% or more of the Company's common stock at the time of grant). No options have been granted under the plan. EXHIBIT B-1 RIVERSIDE VENTURES, INC. UNAUDITED FINANCIAL STATEMENTS FOR THE PERIOD ENDED MARCH 31, 2000 RIVERSIDE VENTURES, INC. (A Company in the Development Stage) BALANCE SHEETS
The accompanying notes are an integral part of the financial statements. RIVERSIDE VENTURES, INC. (A Company in the Development Stage) STATEMENTS OF OPERATIONS
See accompanying Notes to Financial Statements. RIVERSIDE VENTURES, INC. (A Company in the Development Stage) STATEMENTS OF CASH FLOWS
See accompanying Notes to Financial Statements. RIVERSIDE VENTURES, INC. (A Company in the Development Stage) NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) March 31, 2000 1. Comments The accompanying financial statements are unaudited, but in the opinion of the management of the Company, contain all adjustments, consisting of only normal recurring accruals, necessary to present fairly the financial position at March 31, 2000, the results of operations for the nine and three months ended March 31, 2000 and 1999, and the cash flows for the nine and three months ended March 31, 2000 and 1999. Reference is made to the Company's Form 10-SB filed on August 11, 1999. The results of operations for the nine and three months ended March 31, 2000 are not necessarily indicative of the results of operations to be expected for the full fiscal year ending June 30, 2000. EXHIBIT C None. EXHIBIT D ALPINE AVIATION, INC. AUDITED FINANCIAL STATEMENTS FOR THE YEARS ENDED OCTOBER 31, 1999 AND 1998 See Item 7(a)(1). EXHIBIT E None. EXHIBIT F Riverside Ventures, Inc. 24351 Pasto Road, Suite B Dana Point, California 92629 Re: Exchange of shares of Alpine Aviation, Inc., a Utah corporation ("Alpine"), for shares of Riverside Ventures, Inc., a Delaware corporation ("Riverside" or the "Company") Dear Ladies and Gentlemen: Pursuant to that certain Agreement and Plan of Reorganization (the "Agreement") between the undersigned, Alpine, the sole stockholder of Alpine and Riverside, I acknowledge that I have approved this exchange; that I am aware of all of the terms and conditions of the Agreement; that I have received and personally reviewed a copy of the Agreement and any and all material documents regarding the Company, including, but not limited to Articles of Incorporation, Bylaws, minutes of meetings of directors and stockholders, financial statements and reports filed with the Securities and Exchange Commission during the past 12 months. I represent and warrant that no director or officer of the Company or any associate of either has solicited this exchange; that I am an "accredited investor" as that term is known under the Rules and Regulations of the Securities and Exchange Commission (see Exhibit 1 hereto); and/or, I represent and warrant that I have sufficient knowledge and experience to understand the nature of the exchange and am fully capable of bearing the economic risk of the loss of my entire cost basis. I further understand that immediately prior to the completion of the Plan, Riverside had little, if any assets, of any measurable value, and that in actuality, the completion of the Agreement and the exchange of my shares of Alpine for shares of Riverside results in a decrease in the actual percentage of ownership that my shares of Alpine represented in Alpine prior to the completion of the Plan. I understand that you have and will make books and records of your Company available to me for my inspection in connection with the contemplated exchange of my shares, options or warrants, and that I have been encouraged to review the information and ask any questions I may have concerning the information of any director or officer of the Company or of the legal and accounting firms for the Company. I understand that the accountant for the Company is Thurman Shaw & Co., LC, Certified Public Accountants, 215 South State Street, Salt Lake City, Utah 84111, Telephone ###-###-####; and that legal counsel for Riverside is Jehu Hand, Esq., Suite B, 24351 Pasto Road, Dana Point, California 92629, Telephone ###-###-####; Mr. Hand is also the sole director and executive officer of Riverside. I also understand that I must bear the economic risk of ownership of any of the Riverside shares, options or warrants for a long period of time, the minimum of which will be one (1) year, as these shares are "unregistered" shares and may not be sold unless any subsequent offer or sale is registered with the United States Securities and Exchange Commission or otherwise exempt from the registration requirements of the Securities Act of 1933, as amended (the "Act"), or other applicable laws, rules and regulations. I intend that you rely on all of my representations made herein and those in the personal questionnaire (if applicable) I provided to Alpine for use by Riverside as they are made to induce you to issue me the shares of Riverside under the Plan, and I further represent (of my personal knowledge or by virtue of my reliance on one or more personal representatives), and agree as follows, to-wit: 1. That the shares being acquired are being received for investment purposes and not with a view toward further distribution; 2. That I have a full and complete understanding of the phrase "for investment purposes and not with a view toward further distribution"; 3. That I understand the meaning of "unregistered" shares and know that they are not freely tradeable; 4. That any stock certificate issued by you to me in connection with the shares being acquired shall be imprinted with a legend restricting the sale, assignment, hypothecation or other disposition unless it can be made in accordance with applicable laws, rules and regulations; 5. I agree that the stock transfer records of your Company shall reflect that I have requested the Company not to effect any transfer of any stock certificate representing any of the shares being acquired unless I shall first have obtained an opinion of legal counsel to the effect that the shares may be sold in accordance with applicable laws, rules and regulations, and I understand that any opinion must be from legal counsel satisfactory to the Company and, regardless of any opinion, I understand that the exemption covered by any opinion must in fact be applicable to the shares; 6. That I shall not sell, offer to sell, transfer, assign, hypothecate or make any other disposition of any interest in the shares, options or warrants being acquired except as may be pursuant to any applicable laws, rules and regulations; 7. I fully understand that my shares which are being exchanged for shares of the Company are "risk capital," and I am fully capable of bearing the economic risks attendant to this investment, without qualification; and 8. I also understand that without approval of counsel for Riverside, all shares of Riverside to be issued and delivered to me in exchange for my shares of Alpine shall be represented by one certificate only and which such certificate shall be imprinted with the following legend or a reasonable facsimile thereof on the front and reverse sides thereof: The shares, options or warrants of stock represented by this certificate have not been registered under the Securities Act of 1933, as amended, and may not be sold or otherwise transferred unless compliance with the registration provisions of such Act has been made or unless availability of an exemption from such registration provisions has been established, or unless sold pursuant to Rule 144 under the Act. Any request for more than one stock certificate must be accompanied by a letter signed by the requesting stockholder setting forth all relevant facts relating to the request. Riverside will attempt to accommodate any stockholders' request where Riverside views the request is made for valid business or personal reasons so long as in the sole discretion of Riverside, the granting of the request will not facilitate a "public" distribution of unregistered shares of Riverside. You are requested and instructed to issue a stock certificate as indicated in Exhibit 2 hereof. Dated this 8th day of June, 2000. Very truly yours, /s/ Eugene R. Mallette EXHIBIT 2 Eugene R. Mallette 3450 West Jense Parkway Provo, Utah 84601 To Whom It May Concern: I hereby give the following securities to the following persons who are relatives or close personal friends that I have known for no less than 10 years, subject to the following conditions: 1. That the issuance and deliver of the stock certificates to represent these shares shall be registered with the Securities and Exchange Commission and be subject to an effective registration statement covering such issuance and delivery; and, 2. That regardless of any such registration, the donees shall be receiving these securities for "investment purposes" and that resales thereof shall be made in total compliance with the terms and provisions of Rule 144 of the Securities and Exchange Commission, with each stock certificate issued to each donee to bear an appropriate "restrictive" legend indicating these restrictions. 1 X 5,000 Adeline Voldseth Lennep, Rt Martinsdale, MT 59053 1 X 5,000 Bill & Nancy Doyle 126 Westwood Land Kalispell, MT 59901 1 X 5,000 Dorene Maixner 236 Waterford Drive Butte, MT 59701 1 X 5,000 Katie Mallette 5796 Angie Ct. Parker, CO 80134 1 X 5,000 Kelly & Marcie McMullan 805 Park Ave. Boone, IA 50036 1 X 5,000 Kristen Mallette 5796 Angie Ct. Parker, CO 80134 1 X 5,000 Margaret Maixner 1118 Sampson Butte, MT 59701 1 X 5,000 Mike & Dana Maixner 345 Chickasaw Ct. Jacksonville, FL 32259 1 X 5,000 Sarah Mallette 5796 Angie Ct. Parker, CO 80134 1 X 5,000 Tom and Alice Gregoire 17311 Cedar Rd. Lake Oswego, OR 97034 1 X 1,000 Amy & Jeff Castro 242 Browns St. Bettendorf, IA 52722 1 X 1,000 Andrew Maixner 345 Chicksaw Ct. Jacksonville, FL 32259 1 X 1,000 Brent Gregoire 28015 Camino Del Rio San Juan Capistrano, CA 92675 1 X 1,000 Brian Gregoire 623 Via Del Campo San Marcos, CA 92069 1 X 1,000 Carol Ann Gregoire 8191 Ships Curve Lane Springfield, VA 22153 1 X 1,000 Chris & Kelly Clark 133 S. 200 East Lindon, Utah 84042 1 X 1,000 D. J. Schnee, Jr. 730 Hill Shelby, MT 59474 1 X 1,000 Dan Marcon 3250 S. Blvd. Idaho Falls, ID 83402 1 X 1,000 Dave Dart P. O. Box 5065 Kailua Kona, HI 96745 1 X 1,000 Dick Torkildson 629 Leslie Ave. Helena, MT 59601 1 X 1,000 Don Stocker #11 Jackson Cr. Rd. Clancy, MT 59634 1 X 1,000 Gary & Barb Harmon 110 E. Granite Ave. Shelby, MT 59474 1 X 1,000 Gene & Krysti Doyle 1311 N. W. Island Dr. N W Poulsbo, WA ###-###-#### 1 X 1,000 Jess Pellett 1216 McDonald #A Missoula, MT 59801 1 X 1,000 J'neanne & Gene Theus 17311 SW Cedar Rd. Lake Oswego, OR 97034 1 X 1,000 Joe & Diane Gregoire 5375 Washington Ct. Lake Oswego, OR 97035 1 X 1,000 Joe Estenson 1377 Bighorn Rd. Helena, MT 59602 1 X 1,000 Lynn & Mark Richardson 730 S. 1650 East Spanish Fork, UT 84660 1 X 1,000 Marie Walsh P. O. Box 579 East Helena, MT 59635 1 X 1,000 Mary Ann Harwood 678 Hill Street Shelby, MT 59474 1 X 1,000 Mary Pat McMullan 805 Park Ave. Boone, IA 50036 1 X 1,000 Max & Kathy Mallette 218 E. Cascade Ave. Shelby, MT 59474 1 X 1,000 Max & Patti Hansen P. O. Box 1301 Dillon, MT 59725 1 X 1,000 Maxine & Wayne Van Dine 16513 190th Ave. N.E. Woodenville, MT 98072 1 X 1,000 Mike McMullan 805 Park Ave. Boone, IA 50036 1 X 1,000 Pat & Sandy Doyle 340 Kings Way Kalispell, MT 59901 1 X 1,000 Patrick Maixner 345 Chicksaw Ct. Jacksonville, FL 32259 1 X 1,000 Ray Gregorie 5552 Yorkshire Pl Lake Oswego, OR 57035 1 X 1,000 Tom & Jeannie Robinson 20212 108th Ave. NE Bothell, WA 98011 1 X 500 Cathy Orehoski 1701 N. Sagehen Rd. Orem, UT 84057 1 X 500 Daria Jones 93 East 350 North Orem, UT 84057 1 X 500 Dave & Joan Hardy 2116 Clark Billings, MT 59102 1 X 500 Dick & Kathy Walsh 5805 San Sonead Tr Billings, MT 59106-1020 1 X 500 Ed & Franki Browning C/O Red Baron Restaurant Alpine, WY 83128 1 X 500 Frank & Mary Ciez 1022 Stagecoach Tr Ronam, MT ###-###-#### 1 X 500 Fred & Linda Ross 401 23rd N.E. E. Wenatchee, WA 98801 1 X 500 Larry Schofield SLC Int'l Airport AMF Box 22862 Salt Lake City, Utah 84122-0862 1 X 500 Lillian Pellett 211 E. Teton Ave. Shelby, MT 59474 1 X 500 Lorraine Nicholson 3534 S. 194th Street Seatac, WA 98188 1 X 500 Mark S. Mezger 203 Mazdell Way Woodland, CA 95695 1 X 500 Mike & Michelle Stevenson 950 Mellot Lane Missoula, MT 59802 1 X 500 Nancy Oreskovich 269 S. Beverly Beverly Hill, CA 90212 1 X 500 Pat & Colleen McCutcheon 7 Cloverview Drive Helena, MT 59601 1 X 500 Pat & Edna Cahill 5530 Gene Sarazen Dr. Billings, MT 59106 1 X 500 Pete & Audrey Carter 1755 Canyon Rd. Springville, UT 84663 1 X 500 Ray & Sue Walsh 3231 Rustic Villa Kingswood, TX 77345 1 X 500 Sheila Mello 19883 Summetset Ln Parker, CO 80134 1 X 500 Simon O'Hanion 12192 Florida Aurora, CO 80012 1 X 500 Steve Bennett P. O. Box 1516 Columbia Falls, MT 59912 1 X 500 Terry & Janet Bresnahan 1650 Newport Denver, CO 80220 1 X 500 Tim & Sarah Kelly 11 Wood Ct. Helena, MT 59601 1 X 500 Tom & Janeen McCarvel 626 N. Benton Ave. Helena, MT 59601 1 X 500 Tom & Sharon Walsh 9000 Pickering Lane Missoula, MT 59808 1 X 500 Tony & Jan Hunthausen 14042 College Street Westminster, CA 92683 1 X 200 Al & Joanne Luzietti 30856 Agoura Rd. G15 Agoura Hills, CA 91301 1 X 200 Annie McGahee 3911 Jewell San Diego, CA 92109 1 X 200 Archbishop (ret.) Hunthausen c/o Marie Walsh 313 W. Groschell East Helena, MT. 59635 1 X 200 Art & Bernie Kramish 9724 Cherokee Lane Leawood, KS 66206 1 X 200 Art Hunthausen 6 Woodcourt Helena, MT 59601 1 X 200 Bill & Joan Cote 602 Red Deer Rd. Franktown Co 80116 1 X 200 Bill & Karen Spencer 2864 Spruce Geneva, IL 60134 1 X 200 Bill Woon 631 Wilder Helena, MT 59601 1 X 200 Bob & Bernie Sturm 1111 East 4th Street Anaconda, MT 59711 1 X 200 Bob & Kathy Porter 6293 Northwoods Glenn Drive Parker, CO 80134 1 X 200 Bob & Mary Mikes 7501 Nuthatch Cir Parker, CO 80134 1 X 200 Bob Button c/o Button Trans. Inc. 8034 Shrooder Rd. Dixon, CA 95620 1 X 200 Bobby Morrelli 7828 Foxwood Place Las Vegas, NV 89145 1 X 200 Bobby Orehoski 1701 N. Sagehen Rd. Orem, UT 84057 1 X 200 Carmen Barnagan 430 E. 86th Street, Apt 17H New York City, NY 10028 1 X 200 Charles L. & Ellen Bates 1143 S. 800 E. Mapleton, UT 84664 1 X 200 Chris & Sheryl Dowling 1914 N. 50 West Orem, Utah 84057 1 X 200 Cheryl & Ken Prevot 6004 N. Belmont Way Parker, CO 80134 1 X 200 Craig Snyder c/o Howard, Lewis & Peterson 120 E. 300 N. Provo, Utah 84601 1 X 200 Dan Dart 816 W. Maryland Lane Laurel, MT 59044 1 X 200 Dan Shumway Provo Minicipal Airport-Asst Mgr. Provo, Utah 84601 1 X 200 Daryl & Ruth Roberson 3 Wood Creek Dr. Taylors, SC 29687 1 X 200 Dave & Claire Leonard 5588 Ponderosa Dr. Parker, CO 80134 1 X 200 Dave Bruck 525 S. Harris Helena, MT 59601 1 X 200 Dave Choquett 10151 Eshamy Bay Dr. Anchorage, AK 99515 1 X 200 Dave Fagaoga Aviation Dr. Provo Airport Provo, Utah 84601 1 X 200 Dave Jewitt 10700 S. W. Beaverton Suite #465-Bldg #2 Beaverton, OR 97005 1 X 200 David & June Voldseth Lennep, Rt. Martinsdale, MT 59053 1 X 200 Dean Englestead 136 N. Main Street Panguitch, Utah 84759 1 X 200 Dennis L. Goodheart 1179 Toole Ct. Billings, MT 59105 1 X 200 Dick & Mary Lou Meerian 601 S. Hanover Street Hanover, KS ###-###-#### 1 X 200 Dick Sonju 2902 Hwy. 93N Kalispell, MT 59901 1 X 200 Don Bussell (Buddy) 1537 Haven Crest Dr. Powder Springs, GA 30127 1 X 200 Donna & Paul Krause 2349 Rolling Hills Dr. Clarkston, WA 99403 1 X 200 Donna Maixner 931 Longview Drive Missouri Valley, IA 51555 1 X 200 Dorthy Walsh 608 Maple Anaconda, MT 59711 1 X 200 Dru Dunning 225 NE Walker Ct. Roseberg, OR 97470 1 X 200 E. Jim Opitz 920 Vallejo Helena, MT 59601 1 X 200 Ed & Maureen Durzay 1216 W. Park Ave. Anaconda, MT 59711 1 X 200 Fr. Ed Stupca Box 17 Sheridan, MT 49649 1 X 200 Fr. Gene Peoples c/o Carrol College 1601 N. Benton Ave. Helena, MT ###-###-#### 1 X 200 Fr. Jack Huntausen c/o Marie Walsh 313 W. Groschell East Helena, MT 59635 1 X 200 Fred Murphy 5692 S. Blake Drive Kearns, Utah 84118 1 X 200 Gary & Marilyn Voldseth Lennep, Rt. Martinsdale, MT 59053 1 X 200 Gene & Peg Walsh 1818 Hamburg Anaconda, MT 59711 1 X 200 Gennifer Mello 19883 Summetset Ln. Parker, CO 80134 1 X 200 George Roberts 41 Munster Dr. Bella Vista, AR 72715 1 X 200 Georgia Anne Maixner Homestead Health Care 54th & LaSalle Lincoln, NE 68516 1 X 200 Glen Johnson c/o AAA Trading 402 W. Center Provo, Utah 84601 1 X 200 Hal Taylor c/o I.R.S. m/s 1547 50 S. 200 East Salt Lake City, Utah 84111 1 X 200 Hank Burgess 1506 Leslie Ave. Helena, MT 59601 1 X 200 Hildy Narowetz P. O. Box 235 Limon, Co 80828 1 X 200 Jay & Pillar Sweaney 372 Volley Ct. Arnold, MD 21012 1 X 200 Jeanne & Johnny Stergar 701 W. 3rd Anaconda, MT 59711 1 X 200 Jim Grady 120 Hilltop Rd. Silverspring, MD 20910 1 X 200 Jim Pellett c/o Montana Bar Main Street Shelby, MT 59474 1 X 200 Joe Etchart P. O. Bos 429 Glasgow, MT 59230 1 X 200 Joe Hammond 241 Beverly Ave. Missoula, MT 59801 1 X 200 Joe Steckly 7311 S. Delaware Ct. Littleton, CO 80120 1 X 200 Joe Thibodeau 155 S. Madison, Suite #209 Denver, CO 80209 1 X 200 John & Melanie Mavros 14911 Yucca Ave. Irvine, CA 92606 1 X 200 John Muszala c/o Pacific Fighters Fanning Field Idaho Falls, ID 83401 1 X 200 Joy Barton 543 N 80th Seattle, WA 98110 1 X 200 Julie Morton 426 Hilltop Ave. Kalispell, MT 59901 1 X 200 Julie Webster O'Reily 838 5th ave. Los Angeles, CA 90005 1 X 200 Karen Hammel 548 3rd St. Helena, MT 59601 1 X 200 Karen Orehoski 1701 N. Sagehen Rd. Orem, Utah 84057 1 X 200 Kenny Voldseth Main Street Martinsdale, MT 59053 1 X 200 Kevin Hammond 3700 Snowdrift Lane Missoula, MT 59802 1 X 200 Kim Orehoski 1701 N. Sagehen Rd. Orem, Utah 84057 1 X 200 Lavon Barnby P. O. Box 2092 Kamukla, HI 96743 1 X 200 Leon Garner P. O. Box 49 Preston, ID 93263 1 X 200 Loretta Rotellini Hammond 21515 Blackhorn Dr. Missoula, MT 59803 1 X 200 Lorie Filo-Jones 2200 Las Brisas Way, Apt 506 Sierra Vista, AZ 85635 1 X 200 Louis & Elda Vejraska P. O. Box 588 Omak, WA 98841 1 X 200 Lucille Davis 19701 48th Ave. W., Apt 202 Lynnwood, WA 98036-5580 1 X 200 Marc & Dorie Choquette 5921 Lund St Juneau, AK 99801 1 X 200 Mary Jane Mead 7475 E. Lakeshore Dr. Parker, CO 80134 1 X 200 Maurice & Lucy Ferrat 191 Ferral Ln Toston, MT 59643 1 X 200 Mike & Lorna Lang P. O. Box 104 Malta, MT ###-###-#### 1 X 200 Nancy Stearns 545 Kingswood Eugene, OR 97405 1 X 200 Nick Porter 6293 Northwoods Glenn Dr. Parker, CO 80134 1 X 200 Niel Connole 513 State Street Helena, MT 59601 1 X 200 Norman & June Voldseth Lennep, Rt. Martinsdale, MT 59053 1 X 200 Paul & Cathy Schulte POB 135 Wolf Creek, MT 59648 1 X 200 Paul Wachholz P. O. Box 1475 Kalispell, MT 59901 1 X 200 Pete & Margaret McCann 6439 N. Lakewind Cir Parker, CO 80134 1 X 200 Pete Jansen 370 E. Teton Ave. #37 Shelby, MT 59474 1 X 200 Randy Richards 1439 East Northridge Dr. Bountiful, Utah 84010 1 X 200 Reynelda Maixner 5523 SW 25th Street Topeka, KS 66614 1 X 200 Richard L. Stang Box 1056 Plains, MT 59859 1 X 200 Richard Rowack 8526 Lt. William Clark Rd. Parker, CO 80134 1 X 200 Rick Streett 1230 Londonberry Ave. Idaho Falls, ID 83404 1 X 200 Ron & Janice King 1728 Moore Lane Orem, Utah 84057-2215 1 X 200 Ronnie Voldseth Lennep, Rt. Martinsdale, MT 59053 1 X 200 Ross Hansen Sheep Creek Rd. Dell, MT 59724 1 X 200 Roy G. Ereaux Box 1287 Malta, MT 59538 1 X 200 Sam Taylor c/o Times Independent Moab, Utah 84532 1 X 200 Sark Barakat c/o Mountain Motors 5th W. 3rd S. Provo, Utah 84601 1 X 200 Scott Adams 2150 S. 950 East Provo, Utah ###-###-#### 1 X 200 Shane Quintana 5244 Firwood Rd. Lake Oswego, OR 97305 1 X 200 Sisters of Charity 4200 S. 4th Leavenworth, KS 66048-5054 1 X 200 Sr. Edna Huntausen Catholic Church Browning, MT 1 X 200 Steve & Claudia Weirich 8659 E. Summit Rd. Parker, CO 80138 1 X 200 Steve & Lucy Ruduski 544 Hilltop Dr. Bayfield, CA 81122 1 X 200 Steve Hayden c/o Kings Avionics 176 N. 220 Airport Bldg. #4 Salt Lake City, Utah 84116 1 X 200 Susan Rice c/o Norman Voldesth Lennep Rt. Martinsdale, MT 59053 1 X 200 Theresa Dunning 225 NE Walker Dt. Roseberg, OR 97470 1 X 200 Todd Guelich c/o Airsure, Ltd. 25548 Genesse Tr. Rd. Golden, CO 80401 1 X 200 Tom & Donetta Antonovich 100 Garland Kalispell, MT 59901 1 X 200 Tom Root P. O. Box 544 Kalispell, MT 59903 1 X 200 Tom Tobin 2055 Corner Creek Ln. Jackson, WY 83001 1 X 200 Tony & Harriot Hunthausen 404 W. Groschell East Helena, MT 59635 1 X 200 Ty Dunning c/o Theresa Dunning 225 N E Walker Ct. Roseberg, OR 97470 1 X 200 William Curtis 1900 Pyndall Circle Hampton, VA 23663 Dated this 30th day of August, 2000. Very truly yours, THE MALLETTE FAMILY LIMITED PARTNERSHIP By /s/ Eugene R. Mallette The Mallette Management Trust, General Partner /s/ Eugene R. Mallette, Trustee Dated this 12th day of June, 2000. Very truly yours, /s/ Mark D. Anderson EXHIBIT 2 All shares are to be issued in one certificate in the name of Mark D. Anderson. Dated this 24th day of June, 2000. Very truly yours, /s/ Bill Distefano EXHIBIT 2 All shares are to be issued in one certificate in the name of Bill Distefano. EXHIBIT G CERTIFICATE OF OFFICER PURSUANT TO AGREEMENT AND PLAN OF REORGANIZATION The undersigned, the President of Riverside Ventures, Inc., a Delaware corporation ("Riverside"), represents and warrants the following as required by the Agreement and Plan of Reorganization (the "Agreement") between Riverside and Alpine Aviation, Inc., a Utah corporation ("Alpine"), and the sole stockholder of Alpine (the "Alpine Stockholder"), to-wit: 1. That he is the President of Riverside and has been authorized and empowered by its Board of Directors to execute and deliver this Certificate to Alpine and the Alpine Stockholder; 2. Based upon his personal knowledge, information, belief and opinions of counsel for Riverside regarding the Agreement: (i) All representations and warranties of Riverside contained within the Agreement are true and correct; (ii) Riverside has complied with all terms and provisions required of it pursuant to the Agreement; and (iii) There have been no material adverse changes in the financial position of Riverside as set forth in its financial statements for the years ended June 30, 1999 and 1998 and the period ended March 31, 2000, except as set forth in Exhibit C to the Agreement. RIVERSIDE VENTURES, INC. By/S/Jehu Hand Jehu Hand, Esq., President /s/Jehu Hand Jehu Hand, Esq., Personally EXHIBIT H CERTIFICATE OF OFFICER PURSUANT TO AGREEMENT AND PLAN OF REORGANIZATION The undersigned, the President of Alpine Aviation, Inc., a Utah corporation ("Alpine"), represents and warrants the following as required by the Agreement and Plan of Reorganization (the "Agreement") between Alpine, its sole stockholder (the "Alpine Stockholder") and Riverside Ventures, Inc., a Delaware corporation ("Riverside"), to-wit: 1. That he is the President of Alpine and has been authorized and empowered by its Board of Directors to execute and deliver this Certificate to Riverside; 2. Based on his personal knowledge, information, belief: (i) All representations and warranties of Alpine contained within the Agreement are true and correct; (ii) Alpine has complied with all terms and provisions required of it pursuant to the Agreement; and (iii) There have been no material adverse changes in the financial position of Alpine as set forth in its financial statements for the years ended October 31, 1999 and 1998, except as set forth in Exhibit E to the Agreement. ALPINE AVIATION, INC. By/S/Eugene R. Mallette Eugene R. Mallette AMENDED EXHIBIT I Smith Consulting Services, Inc., a Utah corporation and financial consultant to Alpine ("SCS"), shall be issued 105,000 shares of "restricted securities" of the Reorganized Riverside, which shall be the balance of the fees due and owing to SCS by Alpine in connection their Letter Agreement dated October 5, 1999, regarding the negotiation and consumption of the Agreement, with SCS having acquired an aggregate of 890,000 shares from certain principal stockholders of Riverside and being required to include 53,850 of the pre- Agreement outstanding shares of Riverside in arriving at its fee, for an aggregate of 1,048,850 shares or 9.5% of the post-Agreement outstanding shares of the Reorganized Riverside.
