SHARE EXCHANGE AGREEMENTShare Exchange Agreement • October 7th, 2005 • Phelps Engineered Plastics Corp. • New York
THIS SHARE EXCHANGE AGREEMENT (this “Agreement”), is entered into as of the 1st day of July, 2005, by and among: (i) Phelps Engineered Plastics Corp. a Nevada corporation (Alternatively referred to as “Phelps” or the “Corporation”), whose shares of common stock are registered under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (ii) Clayton Dunning Group, Inc., a Florida corporation (“CDG”), and (iii) the shareholders of the Corporation as identified on Schedule A hereto (the “CDG Shareholders”). Phelps, the Corporation, and the CDG Shareholders are referred to collectively as the “Parties”.
