ANNEX 1
AMENDED EXCHANGE AGREEMENT
THIS AMENDED EXCHANGE AGREEMENT is dated as of January 29, 1999 and is
entered into by and between Miller Diversified Corporation, a Nevada corporation
("Miller"), and Miller Feed Lots, Inc. (`MFL").
WHEREAS, the parties hereto have determined that it is desirable to amend
that certain Exchange Agreement dated as of June 20, 1998 between the parties
hereto (the "Exchange Agreement").
THEREFORE IN CONSIDERATION of the mutual promises and agreements contained
herein, the parties hereby amend the Exchange Agreement as follows:
1. The Recital to the Exchange Agreement is amended to read as follows:
The Boards of Directors of Miller and MFL have adopted resolutions
approving the exchange pursuant to Section 78.450 of the Nevada
General Corporation Act (the "Exchange") of the issued and outstanding
capital stock of MFL, consisting solely of 1,000 shares of common
stock, for 7,000,000 shares of Miller common stock in accordance with
this Agreement and the Plan of Exchange (the "Plan") in the form of
Exhibit "A" attached hereto and by this reference made a part hereof.
2. Article II, Section 2.3 is amended as follows:
Subsections(C) and (d) are to have inserted the date November 30, 1998
wherever the date of February 28, 1998 had previously appeared.
3. Article V, Section 5.4(b) is hereby amended to read as follows:
(b) Lapse of Time. By the Board of Directors of Miller or MFL if the
Effective Time of the Exchange has not occurred on or prior to
April 30, 1999.
4. Article VII, Section 7.2 is amended as follows:
7.2 Closing. The Closing of the Exchange contemplated by this
Agreement shall take place at the offices of Miller at such time as
may be convenient to all the parties but in no event later that April
30, 1999. At the Closing MFL shall deliver share certificates in
amounts representing all of the issued and outstanding common shares
of MFL to Miller and Miller shall deliver 7,000,000 of its common
shares to James E. Miller and Norman M Dean or to their assigns as
Miller is directed at Closing.
5. Section B (I) of the Plan of Exchange of Miller Diversified
Corporation and Miller Feed Lots, Inc. attached to the Exchange
Agreement and made a part thereof is amended to read as follows:
(i) Each outstanding share of MFL stock shall by operation of law be
exchanged for 7,000 shares of previously unissued common stock of
Miller.
6. As amended above, the Exchange Agreement shall remain in full force
and effect.
Dated and Signed as of the Date First Above Written:
Miller Diversified Corporation
By:
----------------------------------
Norman M. Dean
And By:
------------------------------
James E. Miller
Miller Feed Lots, Inc.
By:
---------------------------------
James E. Miller
And By:
-----------------------------
Norman M. Dean
PLAN OF EXCHANGE
OF
MILLER DIVERSIFIED CORPORATION
AND
MILLER FEED LOTS, INC.
A. The parties to the exchange are Miller Diversified Corporation, a Nevada
corporation ("Miller"), and Miller Feed Lots, Inc., a Colorado corporation
("MFL"). Miller is the acquiring corporation.
B. When the exchange becomes effective:
(i) Each outstanding share of MFL stock shall by operation of law be
exchanged for 15,000 shares of previously unissued common stock of Miller.
(ii) Miller shall become the owner and holder of all of the
outstanding stock of MFL.
C. After the exchange becomes effective:
(a) Until surrendered, each outstanding certificate which prior to the
exchange represented shares of MFL stock shall be deemed for all corporate
purposes to evidence the number of shares of Miller common stock for which such
MFL stock shall have been exchanged. There shall be no further registry of
shares on the records of MFL of MFL stock, and, if certificates representing
such shares are presented to MFL, they shall be cancelled and the holder thereof
shall receive the common stock of Miller for which the shares represented were
exchanged. Unless waived by Miller, no voting rights shall vest and no dividends
or distributions will be paid to persons entitled to receive certificates for
shares of Miller common stock until such persons shall have surrendered their
MFL stock certificates; provided, however, that when such certificates shall
have been so surrendered in exchange for certificates representing Miller common
stock, there shall be paid to the holders thereof, but without interest thereon,
all dividends and other distributions payable subsequent to and in respect to
any record date after the effective date of the exchange on the shares of Miller
common stock that have not been paid as a result of the foregoing.
1. (b) If any certificate of Miller is to be issued in a name other
than that in which the certificate for MFL stock surrendered for exchange
is registered, it shall be a condition of such exchange that the
certificate so surrendered shall be properly endorsed and otherwise in
proper form for transfer and that the person requesting such exchange shall
pay to the transfer agent any transfer or other taxes required by reason of
the issuance of such Miller common stock in any name other than that of the
registered holder of the certificate surrendered, or establish to the
satisfaction of the transfer agent that such tax has been paid or is not
applicable.
4. This exchange may be terminated at any time before the filing of
Articles of Exchange, whether before or after approval of this plan by the
stockholders of MFL and Miller in the manner specified in the Agreement of
Exchange Agreement by and between Miller and MFL dated June 20, 1998.
5. The date of this Plan of Exchange shall be June 20, 1998.