AMENDMENT TO
AGREEMENT AND PLAN OF REORGANIZATION
THIS AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION is made and
entered into this 28th August, 2000, by and between Riverside Ventures, Inc.,
a Delaware corporation ("Riverside," [now named "Alpine Air Express, Inc."]);
Jehu Hand, Esq., the principal stockholder and the sole director and executive
officer of Riverside ("Hand"); Alpine Aviation, Inc., a Utah corporation
("Alpine"); ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, The ▇▇▇▇▇▇▇▇ Family Limited Partnership, a
Washington Limited Partnership, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇▇
(respectively, "▇▇▇▇▇▇▇▇," or the "Partnership," or "▇▇▇▇▇▇▇▇▇," or
"▇▇▇▇▇▇▇▇," or collectively, the "Alpine Stockholders").
WHEREAS, Riverside, Alpine and ▇▇▇▇▇▇▇▇ have executed and
delivered an Agreement and Plan of Reorganization (the "Plan") on June 12,
2000, whereby all parties intended that Riverside would acquire 100% of the
outstanding securities of Alpine; and
WHEREAS, prior to the completion of the Plan, ▇▇▇▇▇▇▇▇ had
transferred a portion of the securities of Alpine to the Partnership,
▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇; and
WHEREAS, Riverside, Alpine, ▇▇▇▇▇▇▇▇, the Partnership, ▇▇▇▇▇▇▇▇▇
and ▇▇▇▇▇▇▇▇ desire to amend the Plan by the execution and delivery of this
Amendment to Agreement and Plan of Reorganization (the "Amended Plan") whereby
the Partnership, ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ shall become parties to the Plan,
making only the required representations contained in Section 4 of the Plan as
to ownership (Section 4.1) and investment intent (Section 4.12), and to the
capacity and authority to execute and deliver the Amended Plan and convey the
respective interests of the Partnership, ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ in securities
of Alpine to Riverside in exchange for "restricted securities" (common stock)
of Riverside, as outlined in the Plan and Exhibit A to the Plan, as amended
and attached hereto and incorporated herein by reference; and,
WHEREAS, it was the intention of all parties that Riverside shall
have an option to purchase 100% of C.L.B., a Utah corporation ("C.L.B.") from
▇▇▇▇▇▇▇▇;
NOW, THEREFORE, the Plan is hereby amended by this Amended Plan,
with all of the terms and provisions thereof to remain the same, except as
follows:
1. Exhibit A to the Plan shall be amended to reflect that
▇▇▇▇▇▇▇▇ is the owner of 21,241 Alpine shares, exchangeable
for 8,407,188 shares of common stock of Riverside under the
Plan; that the Partnership owns 2,500 Alpine shares,
exchangeable for 989,500 shares of common stock of Riverside
under the Plan; that ▇▇▇▇▇▇▇▇▇ owns 1,243 Alpine shares,
exchangeable for 491,979 shares of common stock of Riverside
under the Plan; and that ▇▇▇▇▇▇▇▇ owns 16 Alpine shares,
exchangeable for 6,333 shares of common stock of Riverside
under the Plan.
2. That Riverside be granted the option to purchase 100% of
C.L.B. as outlined in the attached Stock Purchase and Sale
Agreement, which is incorporated herein by reference.
3. That Exhibit I to the Plan attached hereto and incorporated
herein by reference be amended as indicated therein.
4. That all of the Alpine Stockholders shall be deemed to be
parties to Plan, as amended.
5. The parties hereby reaffirm each and every other term or
provision of the Plan and this Amended Plan.
RIVERSIDE VENTURES, INC.
Dated: 8/22/00. By /s/ Jehu Hand, Esq., President
Dated: 8/22/00. /s/ Jehu Hand, Esq., Personally
ALPINE AVIATION, INC.
Dated: 8/22/00. By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
ALPINE STOCKHOLDERS
Dated 8/22/00. /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
THE ▇▇▇▇▇▇▇▇ FAMILY LIMITED PARTNERSHIP
Dated: 8/22/00. /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
The ▇▇▇▇▇▇▇▇ Management Trust,
General Partner
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Trustee
Dated: 8/24/00. /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Dated: 8/28/00. /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
