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The Performance Period shall be the period beginning on the date first above written and ending, unless extended by written agreement among the parties affected at the time, on Monday, September 19, 2005. As a member of the State Bar of Arizona, Allsworth may serve as the Exchange Agent under applicable Arizona law.

The Exchange Agent’s role shall be that of an escrow agent appointed by all the parties by their execution of this Agreement. The Exchange Agent shall facilitate the performance by each party of its promises made in this Reorganization Agreement and the receipt by each party of the performance that party is to receive from another party by accepting, during the Performance Period (defined below) the conditional delivery of each of the parties and, upon receipt of the performances needed for a Closing (defined below) to deliver to the parties entitled to receive the performances of another party those performances.

Allsworth, whose business address is 9260 East Raintree Drive, Suite 100, Scottsdale AZ 85260-7310. The parties hereby appoint as their Exchange Agent Arthur P. Appointment of Exchange Agent and Closing. NOW, THEREFORE, the parties agree as follows:ġ. The parties desire to restructure the obligations and ownership of ATC as provided in this Reorganization Agreement. If the transactions contemplated by this Reorganization Agreement are in fact consummated, ATC is expected to have a positive net worth.į. The liabilities of ATC, including its liabilities to PHI, Wong, Klein and HPE, exceeded the value of its assets as of March 31, 2005. ATC also is authorized to issued 100,000,000 shares of preferred stock, but no shares of its preferred stock are issued and outstanding.Į. The remainder of ATC’s issued and outstanding shares of common stock (79,999,919) are held by PHI. On JPHI distributed 20,000,081 shares of ATC common stock to PHI shareholders as a special dividend. ATC is authorized to issue 300,000,000 shares of common stock, of which 100,000,000 are issued and outstanding shares. A timely close of escrow under the terms of the Debt Compromise Offer (the “Related Closing”) is a condition to the obligation of Wong, HPE and Klein to perform their promises made in this Reorganization Agreement.ĭ. Fogel, Ian Subel and Lynelle Berkey have made a written offer (the ∽ebt Compromise Offer”) to PHI and ATC to accept the actual payment of certain compromise amounts, if made at or before the time and in one of the manners specified in the offer, in complete satisfaction of the amounts owed to them by PHI and ATC (the “Related Transaction”). In addition, ATC owes Wong accrued, but unpaid salary, reimbursement for travel expenses incurred by him for the benefit of ATC and monies advanced by him to ATC as emergency loans to permit ATC to remain in business.Ĭ.

The transactions agreed upon in July 2003 were not consummated, however, with the result that ATC still owes substantial amounts to Wong, Klein, HPE and Fogel International, all of whom also have claims against PHI based on the July 2003 agreement. Fogel, Ian Subel and Lynelle Berkey) in exchange for certain of the obligations of ATC owed to each of them and to provide additional capital to ATC. During July 2003 PHI agreed to issue its convertible promissory notes to Wong, Klein, HPE and Fogel International (representing Lawrence M. Wong is a director, officer and employee of ATC.ī. PHI acquired all of ATC’s then issued and outstanding shares in 2002 from Wong, Klein, HPE and Fogel International.

Among Providential Holdings, Inc., a NevadaĬorporation, an Arizona corporation (∺TC”),Įdge, LLC (“HPE”) and Norm Klein (“Klein”).Ī.