AGREEMENT AND PLAN OF REORGANIZATION



                          DATED AS OF DECEMBER 31, 1997



                                  BY AND AMONG



                          NUTRONICS INTERNATIONAL, INC.



                                 EDWARD F. COWLE



                              GOLD HILL MINES, INC.



                               H. DEWORTH WILLIAMS



                                       and



                             MAGNUM ASSOCIATES, LTD.



                                  STARBEAM LTD.













                                TABLE OF CONTENTS





Plan of Reorganization ....................................................    1



Exchange of Shares ........................................................    2



Delivery of Shares ........................................................    2



Other Terms and Conditions ................................................    2



Representations of the Target Stockholders ................................    3



Representations of the Acquiror and the Principals ........................    4



Closing and Closing Date ..................................................    7



Conditions Precedent to the Obligations of the Target Stockholders ........    8



Conditions Precedent to the Obligations of Acquiror and the

Principals ................................................................   10



Indemnification ...........................................................   11



Nature and Survival of Representations ....................................   11



Documents at Closing ......................................................   11



Miscellaneous .............................................................   13





EXHIBITS



Investment Letter .........................................................    A

Copies of Amended Certificate of Incorporation

and By-Laws of the Acquiror ...............................................    B

Material Contracts of Acquiror ............................................    C













                      AGREEMENT AND PLAN OF REORGANIZATION



     This Agreement and Plan of Reorganization (hereinafter the "Agreement"), is

entered  into  effective  as of the  31st day of  December  1997,  by and  among

Nutronics International,  Inc., a Delaware corporation (hereinafter "Acquiror"),

Edward F.  Cowle,  H.  DeWorth  Williams,  and Gold Hill Mines,  Inc.,  an Idaho

corporation   ("Gold  Hill"),   the  principal   shareholders  of  the  Acquiror

(collectively,   the   "Principals")   and  Magnum  Associates  Ltd.,  an  Irish

corporation  and Starbeam Ltd., an Irish  corporation,  who in the aggregate own

all of the issued and outstanding capital stock of the Targets, as defined below

(collectively, the "Target Stockholders");



      WHEREAS,  the Target  Stockholders  own in the aggregate all of the issued

and  outstanding  capital stock of the following four (4) holding  corporations:

Maximilia Ltd., a corporation organized under the laws of Ireland ("Maximilia");

Sturge Ltd., a corporation organized under the laws of Ireland ("Sturge"); Jolly

LLC, a limited liability corporation organized under the laws of Wyoming ("Jolly

LLC"); and Paul Garnier Ltd., a corporation  organized under the laws of Ireland

("Garnier,"  and together with  Maximilia,  Sturge and Jolly LLC shall sometimes

hereinafter be collectively referred to as the "Targets"); and



      WHEREAS,  Jolly  LLC owns  sixty-five  (65%)  percent  of the  issued  and

outstanding  capital stock of Jolly Alon Limited, a Moldovian  corporation which

owns and  operates  a hotel  in  Moldovia  ("Jolly  Alon"),  with the  remaining

thirty-five  (35%) percent of the issued and outstanding  capital stock of Jolly

Alon being owned by the  Government of Moldovia;  Sturge and Maximilia  each own

fifty (50%)  percent of the issued and  outstanding  capital  stock (one hundred

(100%)  percent  in the  aggregate)  of  Banca  De  Export-Import,  a  Moldovian

corporation  which owns and  operates a bank in Moldovia  ("Bank");  and Garnier

owns fifteen (15%) percent,  Maximilia  owns fifty five (55%) percent,  and Bank

owns fifteen (15%) percent  (eighty-five  (85%) percent in the aggregate) of the

issued  and   outstanding   capital  stock  of  Exim  Asint  S.A.,  a  Moldovian

corporation,  which owns and  operates an insurance  company in Moldovia  ("Exim

Asint," and together with Jolly Alon and Bank,  shall  sometimes  hereinafter be

collectively  referred to as the "Asset  Entities"),  with the remaining fifteen

(15%) percent of the issued and outstanding capital stock of Exim Asint owned by

a non-affiliated third party; and



      WHEREAS, the Acquiror desires to acquire all of the issued and outstanding

capital  stock of the Targets  from the Target  Stockholders,  resulting in each

Target  becoming  a  wholly-owned  subsidiary  of the  Acquiror,  and the Target

Stockholders  each desire to exchange all of their  respective  capital stock of

the Targets  solely for shares of  Acquiror's  common  stock par value $.001 per

share (the "Common Stock"), on the terms and conditions as set forth herein.







      NOW, THEREFORE,  for the mutual  consideration set out herein, the parties

hereto agree as follows:



     1. Plan of Reorganization.  The Target  Stockholders are the sole owners of

all of the issued and  outstanding  capital  stock of the Targets  (the  "Target

Shares").  It is the intention of the parties  hereto that all of the issued and

outstanding  Target  Shares  shall be  acquired  by the 4 Acquiror in a tax free

exchange for  10,000,000  shares of Common Stock (on a post reverse  stock split

basis) of the Acquiror (the "10,000,000 Acquiror Shares").



      2. Exchange of Shares. The Acquiror and the Target Stockholders agree that

all of the  issued and  outstanding  Target  Shares  shall be  exchanged  at the

Closing  (as  defined  in  Section 7 below)  with  Acquiror  for the  10,000,000

Acquiror Shares,  after giving effect to, among other actions,  a 1 for 8.759170

reverse  stock  split of all  shares  of Common  Stock of  Acquiror  issued  and

outstanding immediately prior to Closing, as follows:



     (a) The 10,000,000  Acquiror  Shares will, at the Closing,  be delivered to

the  Target   Stockholders  in  exchange  for  the  Target  Shares.  The  Target

Stockholders  agree that they will acquire the  10,000,000  Acquiror  Shares for

investment  purposes only and not for further public distribution and agree that

the 10,000,000  Acquiror  Shares shall bear an appropriate  restrictive  legend.

Each Target  Stockholder  shall enter into an  Investment  Letter on the Closing

Date, the form of which is annexed hereto as Exhibit A.



     (b) The Acquiror  presently has 8,759,170 shares of Common Stock issued and

outstanding  which immediately  prior to the Closing,  will represent  1,000,000

shares of Common Stock issued and outstanding after giving effect to the one for

8.759170  reverse stock split.  Other than the 10,000,000  Acquiror Shares to be

issued  pursuant to this  Agreement  and the  1,000,000 to be shares  issued and

outstanding  immediately  prior to the  Closing (on a  post-reverse  stock-split

basis),  the Company shall not have any other shares of Common Stock,  preferred

stock,  warrants,  options,  rights,  convertible securities or other securities

outstanding,  or direct and/or indirect  agreements,  oral or otherwise to issue

any such securities.



     (c) All  references  herein to  shares of  Acquiror's  Common  Stock  shall

reflect the 1 for 8.759170 and be on a reverse stock split.  The parties hereto,

however,  acknowledge  that the reverse stock split will not be reflected solely

for  purposes of the  listing  and  trading of the Common  Stock on the NASD OTC

Bulletin Board until on or about January 6, 1998.



      3.  Delivery  of Shares.  At the  Closing,  the Target  Stockholders  will

deliver stock certificates to the Acquiror representing all of the Target Shares

duly  endorsed for  transfer so as to make the Acquiror the sole owner  thereof;







and  simultaneously at the Closing the Acquiror shall deliver stock certificates

to the Target Stockholders representing the 10,000,000 Acquiror Shares.



      4. Other Terms and Conditions.



     (a) As of the Closing  Date,  the Acquiror  shall  continue  its  corporate

existence as a Delaware corporation.

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC