EXHIBIT 18
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PLAN AND AGREEMENT OF MERGER
This PLAN AND AGREEMENT OF MERGER (the "Plan and Agreement of Merger") is
made as of the 19th day of February, 1999, by and between Fountain Colony
Ventures Inc., a Colorado corporation (the "Subsidiary Corporation"), and
Fountain Colony Holding Corporation, a Delaware corporation ( the "Parent
Corporation").
WHEREAS, it is in the best interests of the Parent Corporation to effect a
change of domicile from Delaware to Colorado, for the reason that a Colorado
corporation is less costly to maintain than a Delaware corporation due to the
more favorable tax treatment afforded to corporations under Colorado law; and
WHEREAS, the Parent Corporation proposes to use the Subsidiary Corporation
to effectuate said change of domicile from Delaware to Colorado; and
WHEREAS, the Parent Corporation is authorized to issue one million two
hundred and fifty thousand (1,250,000) shares of Common Stock, par value $.001
per share, of which nine hundred thousand (900,000) shares are issued and
outstanding as of the date hereof; and
WHEREAS, the Subsidiary Corporation is authorized to issue fifty million
(50,000,000) shares of Common Stock, par value $.001 per share, of which one
hundred (100) shares are issued and outstanding as of the date hereof; and
WHEREAS, the Parent Corporation owns all one hundred (100) shares of the
issued and outstanding stock of the Subsidiary Corporation.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set
forth, it is agreed as follows:
1. MERGER. Upon the terms set forth herein, the Parent Corporation shall be
merged with and into the Subsidiary Corporation, and the Subsidiary Corporation
shall be the surviving corporation pursuant to the terms and provisions of this
Plan and Agreement of Merger in accordance with the laws of the State of
Delaware and the State of Colorado. The Certificate of Incorporation of the
Subsidiary Corporation shall continue in effect and shall be its Certificate of
Incorporation.
2. SURVIVING CORPORATION TO SUCCEED TO PROPERTIES AND OBLIGATIONS OF
CONSTITUENT CORPORATIONS. Upon the effective date of the merger as set forth in
Article 5 below, the Parent Corporation shall be merged with and into the
Subsidiary Corporation, the separate existence of the Parent Corporation shall
cease and the Subsidiary Corporation shall continue in existence as the
surviving corporation; whereupon, without further act or deed, all the property,
real, personal and mixed, and franchises of the Parent Corporation and the
Subsidiary Corporation, and all debts due on whatever account of either of them,
including choses in action belonging to either of them, shall be taken and
deemed to be transferred to and vested in the Subsidiary Corporation. The
Subsidiary Corporation shall henceforth be responsible for all the liabilities
of the Parent Corporation and the Subsidiary Corporation shall not be affected,
nor shall the rights of creditors thereof or of any persons dealing with such
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corporations, or any liens upon the property of such corporations, be impaired
by the merger, and any existing claim of such corporations, be impaired by the
merger, and any existing claim of either of such corporation may be prosecuted
to judgment as if the merger had not taken place, or the Subsidiary Corporation
may be proceeded against or substituted in its place.
3. FURTHER ACTIONS. If at any time the Parent Corporation or the Subsidiary
Corporation shall consider or be advised that any further assignments,
conveyances or assurances in law are necessary or desirable to carry out the
provisions hereof, the proper officers and directors of the Parent Corporation
and the Subsidiary Corporation shall execute and deliver any and all proper
deeds, assignments and assurances in law, and do all things necessary or proper
to carry out the provisions hereof
4. CONVERSION OF STOCK. On the effective date of the merger as set forth in
Article 5 below, all of the issued and outstanding shares of stock of the
Subsidiary Corporation held in the name of the Parent Corporation shall be
canceled, and the issued and outstanding common Stock, par value $.001, of the
Parent Corporation shall be converted into shares of Common Stock, par value
$.001, of the Subsidiary Corporation as follows: each holder of Common Stock of
the Parent Corporation shall be entitled to receive one share of Common Stock,
par value $.001 of the Subsidiary for each share of Common Stock, par value
$.001, so held in the Parent Corporation. Certificates evidencing the number of
shares of stock held by a Certificates evidencing the number of shares of stock
held by a shareholder in the Subsidiary Corporation shall be delivered as soon
as practicable after surrender by such shareholder of certificates evidencing
all shares of stock held in the parent corporation.
5. EFFECTIVE DATE. This Plan and Agreement of Merger and the merger herein
provided for shall become effective and the separate existence of the Parent
Corporation, except insofar as it may be deemed continued by statute, shall
cease as soon as this Plan and Agreement of Merger shall have been adopted,
approved, signed, and acknowledged in accordance with the laws of the State of
Delaware and the State of Colorado and certificates of its adoption and approval
shall have been executed in accordance with such laws; and this Plan and
Agreement of Merger shall have been filed in the office of the Secretary of
State of the State of Colorado.
6. BOARD OF DIRECTORS AND OFFICERS. On the effective date of the merger,
the officers and members of the Board of Directors of the Parent Corporation
shall resign, and the officers and members of the Board of Directors of the
Subsidiary Corporation shall continue in office. The officers and members of the
Board of Directors of the Subsidiary Corporation, and the respective positions
which they hold, shall not be changed or in any way affected by the merger.
7. SERVICE OF PROCESS. The Subsidiary Corporation agrees that it may be
served with process in the State of Delaware in any proceeding for enforcement
of any obligation of the Parent Corporation, as well as for enforcement of any
obligation of the Subsidiary Corporation arising from the merger, including any
suit or other proceeding to enforce the fight of any shareholders as determined
in appraisal proceedings pursuant to Section 262 of the Delaware General
Corporation Law, and the Subsidiary Corporation does hereby irrevocable appoint
the Secretary of the State of Delaware as its agent to accept service of process
in any such suit or other proceedings. A copy of such process shall be mailed by
the Secretary of State of the State of Delaware to the following address:
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Fountain Colony Holding Corporation
1621 Altivo Way
Los Angeles, California 90026
Attention: President
8. ABANDONMENT. This Plan and Agreement if Merger may be abandoned by the
mutual consent of the parties hereto, acting each by its Board of Directors, at
any time prior to the effective date of the merger. Upon abandonment, this Plan
and Agreement of Merger shall become wholly void and of no effect and there
shall be no further liability or obligation hereunder on the part of either of
the parties hereto or its respective Board of Directors or Shareholders.
9. COUNTERPARTS. This Plan and Agreement of Merger may be executed in any
number of counterparts, each of which shall constitute an original instrument.
IN WITNESS WHEREOF, the parties to this Plan and Agreement of Merger have
duly executed it on the day and year first above written.
Fountain Colony Ventures Inc. Fountain Colony Holding Corporation
("Subsidiary Corporation") ("Parent Corporation")
/s/ Patrick C. Brooks /s/ Patrick C. Brooks
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Patrick C. Brooks Patrick C. Brooks
President and Secretary President and Secretary
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