EXHIBIT 10.5
ARTICLES OF EXCHANGE
THESE ARTICLES OF EXCHANGE are made by and between EXACTLY SPORTSWEAR,
INC., a Nevada Corporation ("ESI"), and SEIRIOS STAFF SERVICES, INC., a Nevada
Corporation ("SSS"), both governed by Chapters 78 and 92A of the Nevada Revised
Statutes.
ARTICLE I. PLAN OF EXCHANGE
Pursuant to these Articles of Exchange, all of the ownership interest of
SSS is hereby acquired by ESI in exchange for ESI capital stock. The terms and
conditions of the exchange are set forth in the Agreement and Plan of Exchange
between ESI and SSS dated March 12, 1997 ("Plan of Exchange"). A complete and
executed copy of the Agreement and Plan of Exchange is on file at the principle
business office of ESI and SSS, which is 00000 Xxxxxxx Xxxx, Xxxxx 000, Xxxxxx,
XX 00000.
ARTICLE II. DIRECTOR APPROVAL
The plan of Exchange has been duly adopted and approved by the Boards of
Directors of ESI and SSS in accordance with the laws of the State of Nevada.
ARTICLE III. STOCKHOLDER APPROVAL.
ESI has authorized 50,000,000 shares of common stock, par value $0.01 per
share (the "ESI Common Stock"), of which 3,930,000 shares are issued and
outstanding and entitled to vote on the merger. Of the issued and outstanding
ESI Common Stock, 2,162,381 shares were voted for approval of the Plan of
Exchange by written consent and no shares were voted against approval of the
Plan of Exchange. The number of votes cast for approval of the Plan of Exchange
by each class and series of the capital stock of ESI was sufficient for approval
by the owners of each such class and series.
SSS has authorized 50,000,000 shares of common stock, par value $0.001 per
share (the "SSS Common Stock") of which 13,952,000 shares are issued and
outstanding, and the 5,000,000 shares of preferred stock, par value $0.001 per
share, of which no shares are issued and outstanding. Of the issued and
outstanding SSS Common Stock 7,253,500 shares were voted for approval of the
Plan of Exchange by written consent and no shares were voted against approval of
the Plan of Exchange. The number of votes cast for approval of the Plan of
Exchange by each class and series of the capital stock of SSS was sufficient for
approval by the owners of each such class and series.
IN WITNESS WHEREOF, the Exactly Sportswear, Inc., acting through its
President and Secretary, has executed these Articles of Exchange as of the
14/th/ day of March, 1997.
EXACTLY SPORTSWEAR, INC.
ATTEST:
/s/ XXXXX XXXXX /s/ XXXXXX X. XXXXXXX
_______________________________ By:____________________________________
Xxxxx Xxxxx, Secretary Xxxxxx X. Xxxxxxx, President
STATE OF ARIZONA
COUNTY OF MARICOPA
I, Xxxxxx X. Xxxxxxxxxx a notary public, hereby certify
----------------------------------------------
that on the 14/th/ day of March, 1997, appeared before me Xxxxxx X. Xxxxxxx,
personally known to me to be the President of Exactly Sportswear, Inc. and, who
being by me first duly sworn, declared and acknowledged that he is the person
who signed the foregoing document as the President of the aforementioned
Corporation and that the statements therein contained are true.
(Seal)
/s/ XXXXXX X. XXXXXXXXXX
_______________________________________
Xxxxxx X. Xxxxxxxxxx
STATE OF NEVADA
COUNTY OF XXXXX
I, Xxxxxxx Xxxxxxx , a notary public, hereby certify that
--------------------------------------
on the 17th day of March, 1997, appeared before me Xxxxx Xxxxx, personally known
to me to be the Secretary of Exactly Sportswear, Inc. and who being by me first
duly sworn, severally declared and acknowledged that he is the person who signed
the foregoing document as the Secretary of the aforementioned Corporation and
that the statements therein contained are true.
/s/ XXXXXXX XXXXXXX
_______________________________________
Xxxxxxx Xxxxxxx
(Seal)
IN WITNESS WHEREOF, the Seirios Staff Services, Inc., acting through its
President and Secretary, has executed these Articles of Exchange as of the
21/st/ day of March, 1997.
SEIRIOS STAFF SERVICES, INC
ATTEST:
/s/ XXXXX XXXXXXX /s/ XXXXX XXXXXXX
_______________________________ By:_____________________________
Xxxxx Xxxxxxx, Secretary Xxxxx Xxxxxxx, President
STATE OF TEXAS
COUNTY OF DALLAS
I, Xxxxxx Xxxx , a notary public,
--------------------------------------------------
hereby certify that on the 21/st/ day of March, 1997, appeared before me Xxxxx
Xxxxxxx and Xxxxx Xxxxxxx, personally known to me to be the President and
Secretary, respectively, of Seirios Staff Services, Inc., and, who being by me
first duly sworn, severally declared and acknowledged that they are the persons
who signed the foregoing document as the President and Secretary, respectively,
of the afore-mentioned Corporation and that the statements therein contained are
true.
/s/ XXXXXX XXXX
_________________________________
Xxxxxx Xxxx, Notary Public
(Seal)
