AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION ("Plan") is made this 14th day of July, 1998, among Altmount Holdings, Inc., a Nevada corporation ("AHI"); WordCruncher Publishing Technologies, Inc., a Utah corporation, any and all of its subsidiaries and fictitious names (hereinafter collectively referred to as "WordCruncher") and its shareholders (hereinafter "Shareholders"). AHI wishes to acquire one hundred percent (100%) of the issued and outstanding stock of WordCruncher for and in exchange for stock of AHI, in a stock for stock transaction intending to qualify as a tax-free exchange pursuant to Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended. The parties intend for this Plan to represent the terms and conditions of such tax-free reorganization, which Plan the parties hereby adopt. NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, IT IS AGREED: Section 1 Terms of Exchange 1.1 Number of Shares. At the closing provided for in Section 2 (the "Closing") the holders of all the issued and outstanding stock of WordCruncher agree to assign, transfer, and deliver to AHI all of their shares of WordCruncher stock, free and clear of all liens, pledges, encumbrances, charges, restrictions or known claims of any kind, nature or description. AHI agrees to acquire such shares thereof, by issuing and delivering in exchange solely common shares of AHI's stock, par value $0.001, in the aggregate of two million four hundred thirty three thousand three hundred thirty four (2,433,334) shares. Such 2,433,334 shares shall represent a minimum of 55% of all the outstanding and fully diluted shares of AHI. Upon transfer of one hundred percent (100%) of WordCruncher's issued and outstanding shares, WordCruncher shareholders shall be entitled to receive a certificate(s) evidencing shares of the exchanged AHI stock as provided by the exchange. The transaction contemplated herein shall be contingent upon the availability of an exemption from the registration provisions of Section 5 of the Securities Act of 1933 and any applicable state securities laws. Upon consummation of the transaction contemplated, AHI shall merge with WordCruncher and AHI shall become the surviving corporation. 1.2 Escrow. In order to facilitate the transactions contemplated herein, simultaneous with the execution hereof, AHI and the Shareholders of WordCruncher shall execute the Escrow Agreement attached hereto as Exhibit A (the "Escrow Agreement") and deposit the Shares as set forth in Section 1.1 hereof with the Escrow Depository, as such term is defined in the Escrow Agreement. 1.3 Anti-Dilution. For all relevant purposes of this Plan, the number of AHI shares to be issued and delivered pursuant to this Plan shall be appropriately adjusted to take into account any stock split, stock dividend, reverse stock split, recapitalization, or similar change in AHI common stock, which may occur between the date of the execution of this Plan and the date of the delivery of such shares. 1.4 Delivery of Certificates. The Shareholders shall transfer to AHI at the Closing the shares of common stock of WordCruncher listed opposite their respective names on Exhibit B and Exhibit C hereto (the "WordCruncher Shares") in exchange for an aggregate of 2,433,334 shares of the common stock of AHI (the "AHI Stock"). 1,833,334 shares of AHI stock shall be issued at the Closing to the Shareholders, in the numbers shown opposite their respective names in Exhibit B. 600,000 shares of AHI stock shall be issued on November 16, 1998 to the Shareholders, in the numbers shown opposite their respective names in Exhibit C. The transfer of WordCruncher shares by the Shareholders shall be effected by the delivery to AHI at the Closing of certificates representing the transferred shares endorsed in blank or accompanied by stock powers executed in blank, with all signatures guaranteed by a national bank and with all necessary transfer taxes and other revenue stamps affixed and acquired at the Shareholders' expense. The Shareholders' stock listed in Exhibit C shall also be transferred at the Closing and shall be held in escrow until November 16, 1998. 1.5 Further Assurances. AHI and WordCruncher shall not authorize or issue shares, other than those called for by this Plan, prior to the Closing. Subsequent to the execution hereof, and from time to time thereafter, all parties to this plan shall execute such additional instruments and take such other action as reasonably necessary to more effectively sell, transfer and assign clear title and ownership in the WordCruncher and AHI shares. Section 2 Closing 2.1 Closing. The Closing contemplated by Section 1.3 shall be held at the law offices of Daniel W. Jackson, Esq. on or before July 31, 1998 or at such other time or place as may be mutually agreed upon in writing by the parties. The Closing may also 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. In any event, the closing of the transactions contemplated by this Plan shall be effected as soon as practicable after all of the conditions contained herein have been satisfied. 2.2 Closing Events. At the Closing, each of the respective parties hereto shall execute, acknowledge and deliver (or shall cause to be executed, acknowledged, and delivered) any agreements, resolutions, rulings, or other instruments required by this Plan to be so delivered at or prior to Closing, together with such other items as may be reasonably requested by the parties hereto and their respective legal counsel in order to effectuate or evidence the transaction contemplated hereby. 2.3 Officers and Directors. At the Closing, the Board of Directors of AHI will adopt a resolution to change the officers and directors of AHI as follows: M. Daniel Lunt President, CEO and Director James W. Johnston Executive Vice President and Chairman of the Board of Directors Kenneth W. Bell Senior Vice President, Secretary, Treasurer and Director James S. Roberts Director 2.4 Name of the Corporation. At the Closing, the Board of Directors of AHI will adopt a resolution to change the name of AHI to WordCruncher Internet Technologies, Inc. 2.5 Mediation Arbitration. If a dispute arises out of or relates to this Plan, or the breach thereof, and if said dispute cannot be settled through direct discussions, the parties agree to first endeavor to settle the dispute in an amicable manner by mediation under the Commercial Mediation Rules of the American Arbitration Association, before resorting to arbitration. Thereafter, any unresolved controversy or claim arising out of or relating this Plan, or breach thereof, shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment upon the Award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Section 3 Representations, Warranties and Covenants of AHI AHI represents and warrants to, and covenants with, the Shareholders and WordCruncher as follows: 3.1 Corporate Status. AHI is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada. AHI has full corporate power and is duly authorized, qualified, franchised, and licensed under all applicable laws, regulations, ordinances, and orders of public authorities to own all of its properties and assets and to carry on its business on all material respects as it is now being conducted, and there is no jurisdiction in which the character and location of the assets owned by it, or the nature of the business transacted by it, requires qualification. Included in the AHI schedules (defined below) are complete and correct copies of its Articles of Incorporation and Bylaws as in effect on the date hereof. The execution and delivery of this Plan does not, and the consummation of the transactions contemplated hereby will not, violate any provision of AHI's Articles of Incorporation or Bylaws. AHI has taken all action required by law, its Articles of Incorporation, its Bylaws, or otherwise, to authorize the execution and delivery of this Plan. 3.2 Capitalization. The authorized capital stock of AHI as of the date hereof consists of 20,000,000 common shares, par value $0.001. At the Closing the Board of Directors of AHI will approve a resolution to increase the authorized capital stock of the AHI to 60,000,000 common shares, par value $0.001. The common shares of AHI issued and outstanding are fully paid, non- assessable shares. There are no outstanding options, warrants, obligations convertible into shares of stock, or calls or any understanding, agreements, commitments, contracts or promises with respect to the issuance of AHI's common stock or with regard to any options, warrants or other contractual rights to acquire any of AHI's authorized but unissued common shares. As of the Closing, AHI shall have not more than 3,333,334 shares issued and outstanding. 3.3 Financial Statements. (a) AHI hereby warrants and covenants to WordCruncher that the audited financial statements dated May 2, 1997 through (inception) June 16, 1997, fairly and accurately represent the financial condition of AHI and that no material change has occurred in the financial condition of AHI. (b) AHI hereby warrants and represents that the audited financial statements for the periods set forth in subparagraph (a), supra, fairly and accurately represent the financial condition of AHI as submitted heretofore to WordCruncher for examination and review. 3.4 Conduct of Business. AHI is a development stage company and has not engaged in any operational activities prior to the date hereof. AHI will conduct itself in the following manner pending the Closing: (a) Certificate of Incorporation and Bylaws. No change will be made in the Articles of Incorporation or Bylaws of AHI. (b) Capitalization, etc. AHI will not make any change in its authorized or issued shares of any class, declare or pay any dividend or other distribution, or issue, encumber, purchase or otherwise acquire any of its shares of any class. 3.5 Options, Warrants and Rights. AHI has no options, warrants or stock appreciation rights related to the authorized but unissued AHI common stock. There are no existing options, warrants, calls, or commitments of any character relating to the authorized and unissued AHI common stock, except options, warrants, calls, or commitments, if any, to which AHI is not a party and by which it is not bound. 3.6 Title to Property. AHI has good and marketable title to all of its properties and assets, real and personal, proprietary or otherwise, as will be reflected in the balance sheets of AHI, and the properties and assets of AHI are subject to no mortgage, pledge, lien or encumbrance, unless as otherwise disclosed in its financial statements. 3.7 Litigation. There are no actions, suits, or proceedings, pending, or, to the best knowledge of AHI, threatened by or against or effecting AHI at law or in equity, or before any governmental agency or instrumentality, domestic or foreign, or before any arbitrator of any kind; AHI does not have any knowledge of any default on its part with respect to any judgment, order, writ, injunction, decree, warrant, rule, or regulation of any court, arbitrator, or governmental agency or instrumentality. AHI and its principals have no knowledge of any facts or circumstances which could give rise to any action or proceeding. 3.8 Books and Records. From the date hereof, and for any reasonable period subsequent thereto, AHI and its present management will (i) give to the Shareholders and WordCruncher, or their duly authorized representatives, full access, during normal business hours, to all of its books, records, contracts and other corporate documents and properties so that the Shareholders and WordCruncher, or their duly authorized representatives, may inspect them; and (ii) furnish such information concerning the properties and affairs of AHI as the Shareholders and WordCruncher, or their duly authorized representatives, may reasonably request. Any such request to inspect AHI's books shall be directed to AHI's counsel, Daniel W. Jackson, at the address set forth herein under Section 10.4 Notices. 3.9 Confidentiality. Until the Closing (and thereafter if there is no Closing), AHI and its representatives will keep confidential any information which they obtain from the Shareholders or from WordCruncher concerning its properties, assets and the proposed business operations of WordCruncher. If the terms and conditions of this Plan imposed on the parties hereto are not consummated on or before 5:00 p.m. MST on July 31, 1998 or otherwise waived or extended in writing to a date mutually agreeable to the parties hereto, AHI will return to WordCruncher all written matter with regard to WordCruncher obtained in connection with the negotiations or consummation of this Plan. 3.10 Conflict with Other Instruments. The transactions contemplated by this Plan will not result in the breach of any term or provision of, or constitute a default under any indenture, mortgage, deed of trust, or other material agreements or instrument to which AHI was or is a party, or to which any of its assets or operations are subject, and will not conflict with any provision of the Articles of Incorporation or Bylaws of AHI. 3.11 Corporate Authority. AHI has full corporate power and authority to enter into this Plan and to carry out its obligations hereunder and will deliver to the Shareholders and WordCruncher, or their respective representatives, at the Closing, a certified copy of resolutions of its Board of Directors authorizing execution of this Plan by its officers and performance thereunder. 3.12 Consent of Shareholders. AHI hereby warrants and represents that the Shareholders of AHI, being the owners of a majority of the issued and outstanding stock of the Corporation consented in writing to the authorization to execute this Agreement and Plan of Reorganization as between AHI and WordCruncher pursuant to a stock-for-stock transaction in which AHI would acquire one hundred percent of the issued and outstanding shares of WordCruncher in exchange for the issuance of a total of 2,433,334 common shares of AHI and thereby WordCruncher shall merge with and into AHI. 3.13 Special Covenants and Representations Regarding the Exchanged AHI Stock. The consummation of this Plan and the transactions herein contemplated include the issuance of the exchanged AHI shares to the Shareholders, which constitutes an offer and sale of securities under the Securities Act of 1933, as amended, and applicable states' securities laws. Such transaction shall be consummated in reliance on exemptions from the registration and prospectus requirements of such statutes which depend interlace on the circumstances under which the Shareholders acquire such securities. In connection with the reliance upon exemptions from the registration and prospectus delivery requirements for such transactions, at the Closing, Shareholders shall cause to be delivered to AHI a Letter(s) of Investment Intent in the form attached hereto as Exhibit D and incorporated herein by reference. 3.14 Undisclosed or Contingent Liabilities. AHI hereby represents and warrants that it has no undisclosed or contingent liabilities which have not been disclosed to WordCruncher in writing or in this Agreement or in any Exhibit attached hereto. 3.15 Information. The information concerning AHI set forth in this Plan, and the AHI schedules attached hereto, are complete and accurate in all material respects and do not contain, or will not contain, when delivered, any untrue statement or a material fact or omit to state a material fact the omission of which would be misleading to WordCruncher in connection with this Plan. 3.16 Title and Related Matters. AHI has good and marketable title to all of its properties, interests in properties, and assets, real and personal, which are reflected, or will be reflected, in the AHI balance sheets, free and clear of any and all liens and encumbrances. 3.17 Contracts or Agreements. AHI is not bound by any material contracts, agreements or obligations which it has not already disclosed to WordCruncher in writing or in this Agreement or in any Exhibit attached hereto. 3.18 Governmental Authorizations. AHI has all licenses, franchises, permits and other government authorizations that are legally required to enable it to conduct its business in all material respects as conducted on the date hereof. 3.19 Compliance with Laws and Regulations. AHI has complied with all applicable statutes and regulations of any federal, state, or other applicable jurisdiction or agency thereof, except to the extent that noncompliance would not materially and adversely effect the business, operations, properties, assets, or condition of AHI or except to the extent that noncompliance would not result in the occurrence of any material liability, not otherwise disclosed to WordCruncher. 3.20 Approval of Plan. The Board of Directors of AHI has authorized the execution and delivery of this Plan by AHI and have approved the Plan and the transactions contemplated hereby. AHI has full power, authority, and legal right to enter into this Plan and to consummate the transactions contemplated hereby. 3.21 Investment Intent. AHI is acquiring the WordCruncher Shares to be transferred to it under this Plan for the purpose of merging with WordCruncher and not with a view to the sale or distribution thereof, and AHI shall cancel the WordCruncher Shares upon the completion of the merger. 3.22 Unregistered Shares and Access to Information. AHI understands that the offer and sale of the WordCruncher Shares have not been registered with or reviewed by the Securities and Exchange Commission under the Securities Act of 1933, as amended, or with or by any state securities law administrator, and no federal, state securities law administrator has reviewed or approved any disclosure or other material concerning WordCruncher or the WordCruncher Shares. AHI has been provided with and reviewed all information concerning WordCruncher, the WordCruncher Shares as it has considered necessary or appropriate as a prudent and knowledgeable investor to enable it to make an informed investment decision concerning the WordCruncher Shares. AHI has made an investigation as to the merits and risks of its acquisition of the WordCruncher Shares and has had the opportunity to ask questions of, and has received satisfactory answers from, the officers and directors of WordCruncher concerning WordCruncher, the WordCruncher Shares and related matters, and has had an opportunity to obtain additional information necessary to verify the accuracy of such information and to evaluate the merits and risks of the proposed acquisition of the WordCruncher Shares. 3.23 Obligations. AHI is not aware of any outstanding obligations to any of its employees or consultants as of the Closing. 3.24 AHI Schedules. AHI has delivered to WordCruncher the following items listed below, hereafter referred to as the "AHI Schedules", which is hereby incorporated by reference and made a part hereof. A certification executed by a duly authorized officer of AHI on or about the date within the Plan is executed to certify that the AHI Schedules are true and correct. (a) Copy of Articles of Incorporation, as amended, and Bylaws; (b) Financial statements; (c) Shareholder list; (d) Resolution of Directors approving Plan; (e) Consent of Shareholders approving Plan; (f) Officers' Certificate as required under Section 6.2 of the Plan; (g) Opinion of counsel as required under Section 6.4 of the Plan; (h) Certificate of Good Standing. Section 4 Representations, Warranties and Covenants of WordCruncher WordCruncher represents and warrants to, and covenants with, the Shareholders and AHI as follows: 4.1 Corporate Status. WordCruncher is a corporation duly organized, validly existing and in good standing under the laws of the State of Utah incorporated on November 5, 1996. WordCruncher has full corporate power and is duly authorized, qualified, franchised, and licensed under all applicable laws, regulations, ordinances, and orders of public authorities to own all of its properties and assets and to carry on its business on all material respects as it is now being conducted, and there is no jurisdiction in which the character and location of the assets owned by it, or the nature of the business transacted by it, requires qualification. Included in the WordCruncher schedules (defined below) are complete and correct copies of its Articles of Incorporation and Bylaws as in effect on the date hereof. The execution and delivery of this Plan does not, and the consummation of the transactions contemplated hereby will not, violate any provision of WordCruncher's Articles of Incorporation or Bylaws. WordCruncher has taken all action required by law, its Articles of Incorporation, its Bylaws, or otherwise, to authorize the execution and delivery of this Plan. 4.2 Capitalization. The authorized capital stock of WordCruncher as of the date hereof consists of 500,000 common shares. As of the date hereof all common shares of WordCruncher issued and outstanding are fully paid, non- assessable shares. There are no outstanding options, warrants, obligations convertible into shares of stock, or calls or any understanding, agreements, commitments, contracts or promises with respect to the issuance of WordCruncher's common stock or with regard to any options, warrants or other contractual rights to acquire any of WordCruncher's authorized but unissued common shares. 4.3 Conduct of Business. WordCruncher was incorporated on November 5, 1996, under the laws of Utah. WordCruncher will use its best efforts to maintain and preserve its business organization, employee relationships and goodwill intact, and will not, without the prior written consent of AHI, enter into any material commitments except in the ordinary course of business. WordCruncher agrees that WordCruncher will conduct itself in the following manner pending the Closing: (a) Certificate of Incorporation and Bylaws. No change will be made in the Certificate of Incorporation or Bylaws of WordCruncher. (b) Capitalization, etc. WordCruncher will not make any change in its authorized or issued shares of any class, declare or pay any dividend or other distribution, or issue, encumber, purchase or otherwise acquire any of its shares of any class. 4.4 Title to Property. WordCruncher has good and marketable title to all of its properties and assets, real and personal, proprietary or otherwise, as will be reflected in the balance sheets of WordCruncher, and the properties and assets of WordCruncher are subject to no mortgage, pledge, lien or encumbrance, unless as otherwise disclosed in its financial statements. 4.5 Litigation. There are no material actions, suits, or proceedings, pending, or, to the best knowledge of WordCruncher, threatened by or against or effecting WordCruncher at law or in equity, or before any governmental agency or instrumentality, domestic or foreign, or before any arbitrator of any kind; WordCruncher does not have any knowledge of any default on its part with respect to any judgment, order, writ, injunction, decree, warrant, rule, or regulation of any court, arbitrator, or governmental agency or instrumentality. 4.6 Books and Records. From the date hereof, and for any reasonable period subsequent thereto, WordCruncher and its present management will (i) give to AHI, or their duly authorized representatives, full access, during normal business hours, to all of its books, records, contracts and other corporate documents and properties so that AHI, or their duly authorized representatives, may inspect them; and (ii) furnish such information concerning the properties and affairs of WordCruncher as the Shareholders and WordCruncher, or their duly authorized representatives, may reasonably request. Any such request to inspect WordCruncher's books shall be directed to WordCruncher's representative, at the address set forth herein under Section 10.4 Notices. 4.7 Confidentiality. Until the Closing (and thereafter if there is no Closing), WordCruncher and its representatives will keep confidential any information which they obtain from the Shareholders or from WordCruncher concerning its properties, assets and the proposed business operations of WordCruncher. If the terms and conditions of this Plan imposed on the parties hereto are not consummated on or before 5:00 p.m. MST on July 31, 1998 or otherwise waived or extended in writing to a date mutually agreeable to the parties hereto, WordCruncher will return to AHI all written matter with regard to AHI obtained in connection with the negotiations or consummation of this Plan. 4.8 Investment Intent. The Shareholders shall evidence their intent to acquire the unregistered and restricted common shares of AHI delivered to them under this Plan for investment purposes and not with a view to the subsequent sale or distribution by execution and delivery of an Investment Letter to AHI. Such Investment Letter shall be similar in form to that attached hereto as Exhibit D, and shall be received by AHI on the date of Closing, or no later than the date on which the restricted shares are issued and delivered to the Shareholders. 4.9 Unregistered Shares and Access to Information. WordCruncher represents that it understands that the offer and sale of AHI shares to be exchanged for the WordCruncher Shares has not been registered with or reviewed by the securities and Exchange Commission under the Securities Act of 1933, as amended, or with or by any state securities law administrator, and no federal or state securities law administrator has reviewed or approved any disclosure or other material facts concerning AHI or AHI stock. WordCruncher represents that it has provided to its shareholders all information concerning AHI and the AHI Stock, to be exchanged for the WordCruncher Shares as it has considered necessary or appropriate for a prudent and knowledgeable investor to make an informed investment decision concerning the AHI shares. WordCruncher and the Shareholders have had the opportunity to make an investigation as to the merits and risks of their acquisition of the AHI shares, to be exchanged for the WordCruncher Shares, and have had the opportunity to ask questions of, and receive satisfactory answers from, the officers and directors of AHI concerning AHI shares to be exchanged for the WordCruncher Shares and related matters, and have had an opportunity to obtain additional information necessary to verify the accuracy of such information and to evaluate the merits and risks of the proposed acquisition of the AHI shares to be exchanged for the WordCruncher Shares. 4.10 Title to Shares. The Shareholders are the beneficial and record owners, free and clear of any liens and encumbrances, of whatever kind or nature, of all of the shares of WordCruncher of whatever class or series, which the Shareholders have contracted to exchange. 4.11 Contracts. (a) Set forth in the WordCruncher Schedules are copies or descriptions of all material contracts which written or oral, all agreements, franchises, licenses, or other commitments to which WordCruncher is a party or by which WordCruncher or its properties are bound. (b) Except as may be set forth in the WordCruncher Schedules, WordCruncher is not a party to any contract, agreement, corporate restriction, or subject to any judgment, order, writ, injunction, decree, or award, which materially and adversely effect the business, operations, properties, assets, or conditions of WordCruncher. (c) Except as set forth in the WordCruncher Schedules, WordCruncher is not a party to any material oral or written (i) contract for employment of any officer which is not terminable on 60 days (or less) notice; (ii) profit sharing, bonus, deferred compensation, stock option, severance, or any other retirement plan of arrangement covered by Title IV of the Employee Retirement Income Security Act, as amended, or otherwise covered; (iii) agreement providing for the sale, assignment or transfer of any of its rights, assets or properties, whether tangible or intangible, except sales of its property in the ordinary course of business with a value of less than $5,000; or (iv) waiver of any right of any value which in the aggregate is extraordinary or material concerning the assets or properties scheduled by WordCruncher, except for adequate value and pursuant to contract. WordCruncher has not entered into any material transaction which is not listed in the WordCruncher Schedules or reflected in the WordCruncher financial statements. 4.12 Material Contract Defaults. WordCruncher is not in default in any material respect under the terms of any contract, agreement, lease or other commitment which is material to the business, operations, properties or assets, or condition of WordCruncher, and there is no event of default or event which, with notice of lapse of time or both, would constitute a default in any material respect under any such contract, agreement, lease, or other commitment in respect of which WordCruncher has not taken adequate steps to prevent such default from occurring, or otherwise compromised, reached a satisfaction of, or provided for extensions of time in which to perform under any one or more contract obligations, among others. 4.13 Conflict with Other Instruments. The consummation of the within transactions will not result in the breach of any term or provision of, or constitute a default under any indenture, mortgage, deed of trust, or other material agreement or instrument to which WordCruncher was or is a party, or to which any of its assets or operations are subject, and will not conflict with any provision of the Articles of Incorporation or Bylaws of WordCruncher. 4.14 Governmental Authorizations. WordCruncher is in good standing in the State of Utah. Except for compliance with federal and state securities laws, no authorization, approval, consent or order of, or registration, declaration, or filing with, any court or other governmental body is required in connection with the execution and delivery by WordCruncher of this Plan and the consummation by WordCruncher of the transactions contemplated hereby. 4.15 Compliance with Laws and Regulations. WordCruncher has complied with all applicable statutes and regulations of any federal, state, or other applicable jurisdiction or agency thereof, except to the extent that noncompliance would not materially and adversely effect the business, operations, properties, assets, or condition of WordCruncher or except to the extent that noncompliance would not result in the occurrence of any material liability, not otherwise disclosed to AHI. 4.16 Approval of Plan. The Board of Directors of WordCruncher have authorized the execution and delivery of this Plan by WordCruncher and have approved the Plan and the transactions contemplated hereby. WordCruncher has full power, authority, and legal right to enter into this Plan and to consummate the transactions contemplated hereby. 4.17 Information. The information concerning WordCruncher set forth in this Plan, and the WordCruncher Schedules attached hereto, are complete and accurate in all material respects and do not contain, or will not contain, when delivered, any untrue statement or a material fact or omit to state a material fact the omission of which would be misleading to AHI in connection with this Plan. 4.18 WordCruncher Schedules. WordCruncher has delivered to AHI the following items listed below, hereafter referred to as the "WordCruncher Schedules", which is hereby incorporated by reference and made a part hereof. A certification executed by a duly authorized officer of WordCruncher on or about the date within the Plan is executed to certify that the WordCruncher Schedules are true and correct. (a) Copy of Articles of Incorporation and Bylaws; (b) Financial Statements; (c) Resolution of Board of Directors approving Plan; (d) Consent of Shareholders approving Plan; (e) A list of key employees, including current compensation, with notation as to job description and whether or not such employee is subject to written contract, and if subject to a contract or employment agreement a copy of the same; (f) A schedule showing the name and location of each bank or other institution with which WordCruncher has an account and the names of the authorized persons to draw thereon or having access thereto; (g) A schedule setting forth the shareholders, together with the number of shares owned beneficially or of record by each (also attached as Exhibits B and C); (h) A schedule setting forth all material contracts; (i) Officers' Certificate as required by Section 7.2 of the Plan; (j) Schedule of all debts, mortgages, security interests, pledges, liens, encumbrances, claims and the like; (k) Certificate of Good Standing Section 5 Special Covenants 5.1 WordCruncher Information Incorporated in AHI's Reports. WordCruncher represents and warrants to AHI that all the information furnished under this Plan shall be true and correct in all material respects and that there is no omission of any material fact required to make the information stated not misleading. WordCruncher agrees to indemnify and hold AHI harmless, including each of its Directors and Officers, and each person, if any, who controls such party, under any applicable law from and against any and all losses, claims, damages, expenses or liabilities to which any of them may become subject under applicable law, or reimburse them for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such actions, whether or not resulting in liability, insofar as such losses, claims, damages, expenses, liabilities or actions arise out of or are based on any untrue statement, alleged untrue statement, or omission of a material fact contained in such information delivered hereunder. 5.2 AHI Information Incorporated in WordCruncher's Reports. AHI represents and warrants to WordCruncher that all the information furnished under this Plan shall be true and correct in all material respects and that there is no omission of any material fact required to make the information stated not misleading. The current officers and directors of AHI agree to indemnify and hold WordCruncher harmless, including each of its Directors and Officers, and each person, if any, who controls such party, under any applicable law from and against any and all losses, claims, damages, expenses or liabilities to which any of them may become subject under applicable law, or reimburse them for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such actions, whether or not resulting in liability, insofar as such losses, claims, damages, expenses, liabilities or actions arise out of or are based on any untrue statement, alleged untrue statement, or omission of a material fact contained in such information delivered hereunder. 5.3 Special Covenants and Representations Regarding the Exchanged AHI Stock. The consummation of this Plan and the transactions herein contemplated, including the issuance of the AHI shares in exchange for one hundred percent (100%) of the issued and outstanding shares of WordCruncher to the Shareholders constitutes the offer and sale of securities under the Securities Act and the applicable state statutes, which depend, inter alia, on the circumstances under which the Shareholders acquire such securities. AHI intends to rely on the exemption of the registration provision of Section 5 of the Securities Act as provided for under Section 4.2 of the Securities Act of 1933, which states "transactions not involving a public offering", among others. Each Shareholder upon submission of his WordCruncher Shares and the receipt of the AHI shares exchanged therefor, shall execute and deliver to AHI an Investment Letter to indicate, among other representations, that the Shareholder is exchanging the WordCruncher Shares for AHI shares for investment purposes and not with a view to the subsequent distribution thereof. A proposed Investment Letter is attached hereto as Exhibit D and incorporated herein by reference for the general use by the Shareholders, as they may determine. 5.4 Action Prior to Closing. Upon the execution hereof, until the Closing date, and the completion of the consolidated audited financial statement: (a) WordCruncher and AHI will (i) perform all of its obligations under material contracts, leases, insurance policies and/or documents relating to its assets and business; (ii) use its best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with existing potential customers and clients; and (iii) fully comply with and perform in all material respects all duties and obligations imposed on it by all federal and state laws and all rules, regulations, and orders imposed by all federal or state governmental authorities. (b) Neither WordCruncher nor AHI will (i) make any change in its Articles of Incorporation or Bylaws except and unless as contemplated pursuant to Section 3 of this Plan; (ii) enter into or amend any contract, agreement, or other instrument of the types described in the parties' schedules, except that a party may enter into or amend any contract or other instrument in the ordinary course of business involving the sale of goods or services, provided that such contract does not involve obligations in excess of $5,000. Section 6 Conditions Precedent to Obligations of WordCruncher and the Shareholders All obligations of WordCruncher and the Shareholders under this Plan are contingent upon the satisfaction, on or before the Closing date, except as otherwise provided for herein, or waived or extended in writing by the parties hereto, of the following conditions: 6.1 Accuracy of Representations. The representations and warranties made by AHI in this Plan were true when made and shall be true as of the Closing date (except for changes therein permitted by this Plan) with the same force and effect as if such representations and warranties were made at and as of the Closing date; and, AHI shall have performed and complied with all aspects of this Agreement, unless waived or extended in writing by the parties hereto. WordCruncher shall have been furnished with a certificate, signed by a duly authorized executive officer of AHI and dated the Closing date, to the foregoing effect. 6.2 Officers' Certificate. WordCruncher and the Shareholders shall have been furnished with a certificate dated the Closing date and signed by a duly authorized executive officer of AHI, to the effect that no litigation, proceeding, investigation, claim, demand or inquiry is pending, or to the best knowledge of AHI, threatened, which might result in an action to enjoin or prevent the consummation of the transactions contemplated by this Plan, or which might result in any material adverse change in the assets, properties, business, or operations of AHI, and that this Agreement has been complied with in all material respects. 6.3 No Material Adverse Change. Prior to the Closing date, there shall have not occurred any material adverse change in the financial condition, business or operations of AHI, nor shall any event have occurred which, with lapse of time or the giving of notice or both, may cause or create any material adverse change in the financial condition, business or operations of AHI, except as otherwise disclosed to WordCruncher. 6.4 Opinion of Counsel of AHI. AHI shall furnish to WordCruncher and the Shareholders an opinion dated as of the Closing date and in form and substance satisfactory to WordCruncher and the Shareholders to the effect that: (a) AHI is a corporation duly organized, validly existing, and in good standing under the laws of the State of Nevada, and with all requisite corporate power to perform its obligations under this Plan. (b) The business of AHI, as presently conducted, including, upon the consummation hereof, the ownership of all of the issued and outstanding shares of WordCruncher, does not require it to register it to do business as a foreign corporation on any jurisdiction other than under the jurisdiction of its Articles of Incorporation or Bylaws and AHI has complied to the best of its knowledge in all material respects with all the laws, regulations, licensing requirements and orders applicable to its business activities and has filed with the proper authorities, including the Department of Commerce, Division of Corporations, and Secretary of State for the State of Nevada, all statements and reports required to be filed. (c) The authorized and outstanding capital stock of AHI as set forth in Section 3.2 above, and all issued and outstanding shares have been duly and validly authorized and issued and are fully paid and non-assessable. (d) There are no material claims, suits or other legal proceedings pending or threatened against AHI of any court or before or by any governmental body which might materially effect the business of AHI or the financial condition of AHI as a whole and no such claims, suits or legal proceedings are contemplated by governmental authorities against AHI. (e) To the best knowledge of such counsel, the consummation of the transactions contemplated by this Plan will not violate or contravene the provisions of the Certificate of Incorporation or Bylaws of AHI, or any contract, agreement, indenture, mortgage, or order by which AHI is bound. (f) This Plan constitutes a legal, valid and binding obligation of AHI enforceable in accordance with its terms, subject to the effect of any bankruptcy, insolvency, reorganization, moratorium, or similar law effecting creditors' rights generally and general principles of equity (regardless of whether such principles are considered in a proceeding in equity or law). (g) The execution and delivery of this Plan and the consummation of the transactions contemplated hereby have been ratified by a majority of the Shareholders of AHI and have been duly authorized by its Board of Directors. (h) AHI has not, nor will it undertake any action, the result of which would endanger the tax-free nature of the Plan. 6.5 Good Standing. WordCruncher shall have received a Certificate of Good Standing from the State of Nevada, dated within ninety (90) days prior to Closing, but in no event later than ten days subsequent to the execution hereof certifying that AHI is in good standing as a corporation in the State of Nevada. 6.6 Other Items. WordCruncher and the Shareholders shall have received such further documents, certifications or instruments relating to the transactions contemplated hereby as WordCruncher and the Shareholders may reasonably request. Section 7 Conditions Precedent to Obligations of AHI All obligations of AHI under this Plan are subject, at its option, to the fulfillment, before the Closing, of each of the following conditions: 7.1 Accuracy of Representations. The representations and warranties made by WordCruncher and the Shareholders under this Plan were true when made and shall be true as of the Closing date (except for changes therein permitted by this Plan) with the same force and effect as if such representations and warranties were made at and as of the Closing date; and, WordCruncher shall have performed and complied with all aspects of this Agreement, unless waived or extended in writing by the parties hereto. AHI shall have been furnished with a certificate, signed by a duly authorized executive officer of WordCruncher and dated the Closing date, to the foregoing effect. 7.2 Officers' Certificate. AHI shall have been furnished with a certificate dated the Closing date and signed by a duly authorized executive officer of WordCruncher, to the effect that no litigation, proceeding, investigation, claim, deed, or inquiry is pending, or to the best knowledge of WordCruncher, threatened, which might result in an action to enjoin or prevent the consummation of the transactions contemplated by this Plan, or which might result in any material adverse change in the assets, properties, business, or operations of WordCruncher, and that this Agreement has been complied with in all material respects. 7.3 No Material Adverse Change. Prior to the Closing date, there shall have not occurred any material adverse change in the financial condition, business or operations of WordCruncher, nor shall any event have occurred which, with lapse of time or the giving of notice or both, may cause or create any material adverse change in the financial condition, business or operations of WordCruncher, except as otherwise disclosed to AHI. 7.4 Dissenters' Rights Waived. Shareholders representing at least one hundred percent (100%) of the issued and outstanding shares of WordCruncher, and each of them, have agreed and hereby waive any dissenters' rights, if any, under the laws of the State of Utah in regards to any objection to this Plan as outlined herein and otherwise consent to and agree and authorize the execution and consummation of the within Plan in accordance to the terms and conditions of this Plan by the management of WordCruncher. 7.5 Other Items. AHI shall have received such further documents, certifications or instruments relating to the transactions contemplated hereby as AHI may reasonably request. 7.6 Execution of Investment Letter. The Shareholders shall have executed and delivered copies of Exhibit D to AHI. Section 8 Termination 8.1 Termination by WordCruncher or the Shareholders. This Plan may be terminated at any time prior to the Closing date by action of WordCruncher or the Shareholders, if AHI shall fail to comply in any material respect with any of the covenants or agreements contained in this Plan, or if any of its representations and warranties contained herein shall be inaccurate in any material respect. 8.2 Termination by AHI. This Plan may be terminated at any time prior to the Closing date by action of AHI if WordCruncher shall fail to comply in any material respect with any of the covenants or agreements contained in this Plan, or if any of its representations or warranties contained herein shall be inaccurate in any material respect. 8.3 Termination by Mutual Consent (a) This Plan may be terminated at any time prior to the Closing date by mutual consent of AHI, expressed by action of its Board of Directors, WordCruncher or the Shareholders. (b) If this Plan is terminated pursuant to Section 8, this Plan shall be of no further force and effect and no obligation, right or liability shall arise hereunder. Each party shall bare its own costs in connection herewith. Section 9 Shareholders' Representative The Shareholders hereby irrevocably designate and appoint Kenneth W. Bell, as their agent and attorney in fact (the "Shareholders' Representative") with full power and authority until the Closing to execute, deliver and receive on their behalf all notices, requests and other communications hereunder; to fix and alter on their behalf the date, time and place of the Closing; to waive, amend or modify any provisions of this Plan and to take such other action on their behalf in connection with this Plan, the Closing and the transactions contemplated hereby as such agent deems appropriate; provided, however, that no such waiver, amendment or modification may be made if it would decrease the number of shares to be issued to the Shareholders under Section 1 hereof or increase the extent of their obligation to AHI hereunder, unless agreed in writing by the Shareholders. Section 10 General Provisions 10.1 Further Assurances. At any time, and from time to time, after the Closing date, 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 the Plan. 10.2 Payments of Costs and Fees. AHI and WordCruncher shall each bear their own costs and expenses, including any legal and accounting fees in connection with the negotiation, execution and consummation of the Plan. 10.3 Press Release and Shareholders' Communications. On the date of Closing, or as soon thereafter as practicable, WordCruncher and the Shareholders shall cause to have promptly prepared and disseminated a news release concerning the execution and consummation of the Plan, such press release and communication to be released promptly and within the time required by the laws, rules and regulations as promulgated by the United States Securities and Exchange Commission, and concomitant therewith to cause to be prepared a full and complete letter to AHI's shareholders which shall contain information required by Regulation 240.14f-1 as promulgated under Section 14(f) as mandated under the Securities and Exchange Act of 1934, as amended. 10.4 Notices. All notices and other communications required or permitted hereunder shall be sufficiently given if personally delivered, sent by registered mail, or certified mail, return receipt requested, postage prepaid, or by facsimile transmission addressed to the following parties hereto or at such other addresses as follows: If to AHI: Altmount Holdings, Inc. 369 East 900 South, # 149 Salt Lake City, Utah 84111 With a copy to: Daniel W. Jackson, Esq. 215 South State Street, Suite 1100 Salt Lake City, Utah 84111 If to WordCruncher: WordCruncher Publishing Technologies, Inc. 50 West Canyon Crest Road Alpine, Utah 84004 or at such other addresses as shall be furnished in writing by any party in the manner for giving notices hereunder, and any such notice or communication shall be deemed to have been given as of the date so delivered, mailed, sent by facsimile transmission, or telegraphed. 10.5 Entire Agreement. This Plan represents the entire agreement between the parties relating to the subject matter hereof, including any previous letters of intent, understandings, or agreements between AHI, WordCruncher and the Shareholders with respect to the subject matter hereof, all of which are hereby merged into this Plan, which alone fully and completely expresses the agreement of the parties relating to the subject matter hereof. Excepting the foregoing agreement, there are no other courses of dealing, understandings, agreements, representations, or warranties, written or oral, except as set forth herein. 10.6 Governing Law. This Plan shall be governed by and construed and enforced in accordance with the laws of the State of Nevada. except to the extent preempted by federal law, in which event (and to that extent only) federal law shall govern. 10.7 Tax Treatment. The transaction contemplated by this Plan is intended to qualify as a "tax-free" reorganization under the provisions of Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended. WordCruncher and AHI acknowledge, however, that each are being represented by their own tax advisors in connection with this transaction, and neither has made any representations or warranties to the other with respect to treatment of such transaction or any part or effect thereof under applicable tax laws, regulations or interpretations; and no attorney's opinion or tax revenue ruling has been obtained with respect to the tax consequences of the transactions contemplated by the within Plan. 10.8 Attorney Fees. In the event that any party prevails in any action or suit to enforce this Plan, or secure relief from any default hereunder or breach hereof, the nonprevailing party or parties shall reimburse the prevailing party or parties for all costs, including reasonable attorney fees, incurred in connection therewith. 10.9 Amendment of Waiver. Every right and remedy provided herein shall be cumulative with every other right and remedy, whether conferred herein, at law or in equity, and may be enforced concurrently or separately, and no waiver by any party of the performance of any obligation by the other shall be construed as a waiver of the same or any other default then, therefore, or thereafter occurring or existing. Any time prior to the expiration of thirty (30) days from the date hereof, this Plan may be amended by a writing signed by all parties hereto, with respect to any of the terms contained herein, and any term or condition of this Plan may be waived or the time for performance thereof may be extended by a writing signed by the party or parties for whose benefit the provision is intended. 10.10 Counterparts. This Plan may be executed in any number of counterparts, each of which when executed and delivered shall be deemed to be an original, and all of which together shall constitute one and the same instruments. 10.11 Headings. The section and subsection headings in this Plan are inserted for convenience only and shall not effect in any way the meaning or interpretation of the Plan. 10.12 Parties in Interest. Except as may be otherwise expressly provided herein, all terms and provisions of this Plan shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, beneficiaries, personal and legal representatives, and assigns. IN WITNESS WHEREOF, the parties have executed this Plan and Agreement of Reorganization effective the day and year first set forth above. ALTMOUNT HOLDINGS, INC. Attest: /s/ Katherine Black By: /s/ John W. Peters - ------------------- ------------------- Its President WORDCRUNCHER PUBLISHING TECHNOLOGIES, INC. Attest: /s/ Kenneth W. Bell By: /s/ M. Daniel Lunt - ------------------- ---------------------- Its President SHAREHOLDERS: Attest: /s/ Kenneth W. Bell By: /s/ M. Daniel Lunt - ------------------- ------------------ Attest: /s/ Kenneth W. Bell By: /s/ James W. Johnston - ------------------- --------------------- Attest: /s/ James W. Johnston By: /s/ Kenneth W. Bell - --------------------- ---------------------