ex10_1.htm


    
      

    

    
      Exhibit
10.1

      
        Agreement
and Plan of Reorganization among Legacy Communications Corporation, The Mint
Leasing, Inc., a Texas corporation, and the shareholders of the Mint Leasing,
Inc., dated July 18, 2008 (without Exhibits).

         

          
            

          

        

        


      

      AGREEMENT
AND PLAN OF REORGANIZATION

      


      among

      


      LEGACY
COMMUNICATIONS CORPORATION

      


      THE
MINT LEASING, INC.

      


      and

      


      THE
SHAREHOLDERS OF THE MINT LEASING, INC.

      


      


      Dated
as of July 18, 2008


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      TABLE
OF CONTENTS

      


      
        	 
      	
                PAGE

              
	
                ARTICLE
      I  THE Exchange

              	
                3

              
	
                SECTION
      1.01.  The Exchange

              	
                3

              
	
                SECTION
      1.02.  Effective Time; Closing

              	
                3

              
	
                SECTION
      1.03.  Effect of the Exchange

              	
                4

              
	
                SECTION
      1.04.  Directors and Officers

              	
                4

              
	
                ARTICLE
      II  DELIVERY OF SECURITIES; EXCHANGE OF
    CERTIFICATES

              	
                4

              
	
                SECTION
      2.01.  Delivery of Securities

              	
                4

              
	
                SECTION
      2.02.  Exchange of Certificates

              	
                4

              
	
                SECTION
      2.03.  Stock Transfer Books

              	
                5

              
	
                ARTICLE  III  REPRESENTATIONS
      AND WARRANTIES OF THE COMPANY

              	
                5

              
	
                SECTION
      3.01.  Organization and Qualification;
    Subsidiaries

              	
                5

              
	
                SECTION
      3.02.  Certificate of Incorporation and By-Laws

              	
                5

              
	
                SECTION
      3.03.  Capitalization

              	
                6

              
	
                SECTION
      3.04.  Authority Relative to This Agreement

              	
                6

              
	
                SECTION
      3.05.  No Conflict; Required Filings and
Consents

              	
                6

              
	
                SECTION
      3.06.  Permits; Compliance; Mint Leasing Products;
      Regulation

              	
                7

              
	
                SECTION
      3.07.  Absence of Certain Changes or Events

              	
                8

              
	
                SECTION
      3.08.  Absence of Litigation

              	
                8

              
	
                SECTION
      3.09.  Employee Benefit Plans; Labor Matters

              	
                8

              
	
                SECTION
      3.10.  Contracts

              	
                8

              
	
                SECTION
      3.11.  Environmental Matters

              	
                9

              
	
                SECTION
      3.12.  Trademarks, Patents and Copyrights

              	
                10

              
	
                SECTION
      3.13.  Taxes

              	
                11

              
	
                SECTION
      3.14.  State Takeover Statutes

              	
                11

              
	
                SECTION
      3.15.  Brokers

              	
                11

              
	
                ARTICLE
      IV REPRESENTATIONS AND WARRANTIES OF Legacy

              	
                11

              
	
                SECTION
      4.01.  Organization and Qualification;
    Subsidiaries

              	
                11

              
	
                SECTION
      4.02.  Certificate of Incorporation and By-Laws

              	
                12

              
	
                SECTION
      4.03.  Capitalization

              	
                12

              
	
                SECTION
      4.04.  Authority Relative to This Agreement

              	
                13

              
	
                SECTION
      4.05.  No Conflict; Required Filings and
Consents

              	
                13

              
	
                SECTION
      4.06.  Permits; Compliance

              	
                14

              
	
                SECTION
      4.07.  Stock Option Plan

              	
                14

              
	
                SECTION
      4.08.  Absence of Certain Changes or Events

              	
                14

              
	
                SECTION
      4.09.  Absence of Litigation

              	
                15

              
	
                SECTION
      4.10.  Employee Benefit Plans

              	
                15

              
	
                SECTION
      4.11.  Contracts

              	
                15

              
	
                SECTION
      4.12.  Environmental Matters

              	
                16

              
	
                SECTION
      4.13.  Trademarks, Patents and Copyrights

              	
                16

              
	
                SECTION
      4.14.  Taxes

              	
                17

              
	
                SECTION
      4.15.  Accounting and Tax Matters

              	
                17

              
	
                SECTION
      4.16.  Brokers

              	
                17

              
	
                ARTICLE
      V  CONDUCT OF BUSINESSES PENDING THE
    REORGANIZATION

              	
                17

              
	
                SECTION
      5.01.  Conduct of Business by Mint Leasing Pending the
      Exchange

              	
                17

              
	
                SECTION
      5.02.  Conduct of Business by Legacy Pending the
      Exchange

              	
                19

              
	
                ARTICLE
      VI  ADDITIONAL AGREEMENTS

              	
                21

              
	
                SECTION
      6.01.  Filing of Form 8-K

              	
                21

              
	
                SECTION
      6.02.  Preparation of Disclosure Statement

              	
                21

              
	
                SECTION
      6.03.  Access to Information; Confidentiality

              	
                21

              
	
                SECTION
      6.04.  Obligations of Legacy

              	
                21

              
	
                SECTION
      6.05.  Obligations of Securityholder

              	
                21

              
	
                SECTION
      6.06.  Application to Standard & Poor's

              	
                22

              


      


      
        
           


        

        
          i

          
            

          

        

        
           


        

      

      


      
        	
                SECTION
      6.06.  Filing of Amended Form 8-K

              	
                22

              
	
                SECTION
      6.07.  Further Action; Consents; Filings

              	
                22

              
	
                SECTION
      6.08.  Reorganization of Mint Leasing

              	
                Error!
      Bookmark not defined.

              
	
                SECTION
      6.09.  Agreement to Deliver Shares

              	
                22

              
	
                SECTION
      6.10.  Plan of Exchange

              	
                22

              
	
                SECTION
      6.11.  Board of  Directors of Legacy

              	
                23

              
	
                SECTION
      6.12.  Public Announcements

              	
                23

              
	
                SECTION
      6.13.  Conveyance Taxes

              	
                Error!
      Bookmark not defined.

              
	
                ARTICLE
      VII  CONDITIONS TO THE REORGANIZATION

              	
                23

              
	
                SECTION
      7.01.  Conditions to the Obligations of Each
    Party

              	
                23

              
	
                SECTION
      7.02.  Conditions to the Obligations of Legacy

              	
                23

              
	
                SECTION
      7.03.  Conditions to the Obligations of Mint
    Leasing

              	
                24

              
	
                ARTICLE
      VIII  TERMINATION, AMENDMENT AND WAIVER

              	
                26

              
	
                SECTION
      8.01.  Termination

              	
                26

              
	
                SECTION
      8.02.  Effect of Termination

              	
                26

              
	
                SECTION
      8.03.  Amendment

              	
                27

              
	
                SECTION
      8.04.  Waiver

              	
                27

              
	
                SECTION
      8.05.  Expenses

              	
                27

              
	
                ARTICLE
      IX GENERAL
      PROVISIONS

              	
                27

              
	
                SECTION
      9.01.  Non-Survival of Representations, Warranties and
      Agreements

              	
                27

              
	
                SECTION
      9.02.  Notices

              	
                27

              
	
                SECTION
      9.03.  Certain Definitions

              	
                28

              
	
                SECTION
      9.04.  Severability

              	
                29

              
	
                SECTION
      9.05.  Assignment; Binding Effect; Benefit

              	
                29

              
	
                SECTION
      9.06.  Incorporation of Exhibits

              	
                29

              
	
                SECTION
      9.07.  Specific Performance

              	
                29

              
	
                SECTION
      9.08.  Governing Law; Forum

              	
                29

              
	
                SECTION
      9.09.  Headings

              	
                29

              
	
                SECTION
      9.10.  Counterparts

              	
                29

              
	
                SECTION
      9.11.  Entire Agreement

              	
                29

              


      

      


      EXHIBITS

      


      A –
Certificates to be Exchanged

      B –
Material Contracts of Mint Leasing

      C –
Material Contracts of Legacy

      D – Form
of Officer's Certificate of Legacy concerning accuracy

      E – Form
of Officer's Certificate of Mint Leasing concerning accuracy

      F – Form
of Investment Agreement

      H –
Exceptions to Representations and Warranties of Mint Leasing


      
        
           


        

        
          ii

          
            

          

        

        
           


        

      


      AGREEMENT
AND PLAN OF REORGANIZATION

      


      AGREEMENT AND PLAN OF
REORGANIZATION dated as of July 18, 2008 (this "Agreement") among LEGACY
COMMUNICATIONS CORPORATION, a Nevada corporation ("Legacy"), THE MINT LEASING,
INC., a Texas corporation ("Mint Leasing") and the undersigned securityholders
of Mint Leasing (collectively, the "Shareholder").

      


      W I T N E S S E T
H

      


      WHEREAS,
upon the terms and subject to the conditions of this Agreement, all
securityholders of Mint Leasing will exchange all of the shares of Mint
Leasing's common stock and preferred stock for a specified number of shares of
Legacy's common stock and preferred stock to be issued and Legacy will acquire
all of the issued and outstanding securities of Mint Leasing, making Mint
Leasing a wholly-owned subsidiary of Legacy;

      


      WHEREAS,
the Exchange shall qualify as a transaction in securities exempt from
registration or qualification under the Securities Act of 1933, as amended, and
under the applicable securities laws of each state or jurisdiction where
securityholders of Mint Leasing reside;

      


      WHEREAS,
for federal income tax purposes, the Exchange is intended to qualify as a
reorganization under the provisions of section 368(a)(1)(B) of the United States
Internal Revenue Code of 1986, as amended (the "Code"); and

      


      NOW,
THEREFORE, in consideration of the foregoing and the mutual covenants and
agreements herein contained, and intending to be legally bound hereby, Legacy,
Mint Leasing and Shareholder hereby agree as follows:

      


      


      ARTICLE
I

      THE
EXCHANGE

      


      SECTION
1.01.  The
Exchange.  Upon the terms and subject to the conditions set
forth in Article VII, at the Effective Time (as defined below in Section 1.02),
as a result of the Exchange, Mint Leasing will become a wholly owned subsidiary
of Legacy.

      


      SECTION
1.02.  Effective Time;
Closing.  As promptly as practicable and in no event later than
the 14th day of
August, 2008 and following the satisfaction or, if permissible, waiver of the
conditions set forth in Article VII (or such other date as may be agreed in
writing by each of the parties hereto), the parties hereto shall cause the
Exchange to be consummated by Shareholder delivering to Legacy, or its
representatives, the certificates representing all of the outstanding Mint
Leasing Securities (as defined below in Section 2.01 (c)), duly endorsed (or
with duly executed stock powers) so as to make Legacy the sole owner thereof
free and clear of all claims and encumbrances except as specifically assumed by
Legacy.  The term "Effective Time" means the date and time of the
Closing (or such later time as may be agreed in writing by each of the parties
hereto) to be held at the offices of Sonfield & Sonfield, Houston, Texas (or
such other place as the parties may agree).


      
        
           


        

        
          Page
3

          
            

          

        

        
           


        

      


      SECTION
1.03.  Effect of the
Exchange.  At the Effective Time, the effect of the Exchange
shall be Mint Leasing becoming a wholly owned subsidiary of Legacy.

      


      SECTION
1.04.  Directors and
Officers.  Jerry Parish will be elected a director of Legacy at
the Effective Time for a three year term until his successors is duly elected or
appointed and qualified.

      


      


      ARTICLE
II

      DELIVERY
OF SECURITIES; EXCHANGE OF CERTIFICATES

      


      SECTION
2.01.  Delivery of
Securities.  At the Effective Time, by virtue of the
Exchange:

      


      (a)          
(i) 70,650,000 shares of common stock, par value $0.001 per share, of Legacy
(the "Legacy Common Stock") shall be issued in exchange for all outstanding
shares of common stock of Mint Leasing (the "Mint Leasing Common Stock"),(ii)
2,000,000 shares of Series B Convertible Preferred Stock will be exchanged for
all shares of Convertible Preferred Stock of Mint Leasing issued and outstanding
immediately prior to the Effective Time.  (The Mint Leasing Common
Stock and the series of Mint Leasing preferred stock are collectively referred
to as the "Mint Leasing Securities").  Each share of Mint Leasing
Common Stock shall be converted, into the right to receive a ratable portion of
70,650 shares (the "Exchange Ratio") of Legacy Common Stock; provided, however,
that, if between the date of this Agreement and the Effective Time the
outstanding shares of Legacy Common Stock shall have been changed from into a
different number of shares or a different class, by reason of any stock
dividend, subdivision, reclassification, recapitalization, split, combination or
exchange of shares, the Exchange Ratio shall be correspondingly adjusted to the
extent appropriate to reflect such stock dividend, subdivision,
reclassification, recapitalization, split, combination or exchange of shares
(all such shares of Legacy Common Stock being herein referred to as the "Legacy
Securities" or the "Exchange Consideration"); and

      


      (b)          
each Share held in the treasury of Mint Leasing and each Share owned by Legacy
or any direct or indirect wholly owned subsidiary of Legacy or of Mint Leasing
immediately prior to the Effective Time shall be cancelled and extinguished
without any conversion thereof and no payment or distribution shall be made with
respect thereto.

      


      SECTION
2.02.  Exchange of
Certificates.

      


      (a)          
At the Closing, Shareholder shall deliver to Legacy all certificates
representing Mint Leasing Securities (the "Certificates"), together with such
other customary documents as may reasonably be required by Legacy, in exchange
for the Exchange Consideration.  Certificates representing the
Exchange Consideration shall be issued to the persons and in the amounts
described in Exhibit A.  Any shareholder of Mint Leasing whose
Certificates are not delivered at the Closing shall receive the Exchange
Consideration with respect to such Certificates upon delivery to Legacy after
the Closing of such Certificates and the other items required pursuant to the
first sentence of this Section 2.02(a).


      
        
           


        

        
          Page
4

          
            

          

        

        
           


        

      


      (b)         
All shares of Legacy Common Stock issued upon conversion of Mint Leasing
Securities in accordance with the terms hereof (including any cash paid pursuant
to Section 2.02(b) or (d)) shall be deemed to have been issued in full
satisfaction of all rights pertaining to such Mint Leasing
Securities.

      


      SECTION
2.03.  Stock
Transfer Books.  At the Effective Time, the stock transfer
books of Mint Leasing shall be closed and there shall be no further registration
of transfers of Shares thereafter on the records of Mint
Leasing.  From and after the Effective Time, the holders of
Certificates representing Shares outstanding immediately prior to the Effective
Time shall cease to have any rights with respect to such Shares, except as
otherwise provided in this Agreement or by Law.

      


      


      ARTICLE
III

      REPRESENTATIONS
AND WARRANTIES OF THE COMPANY

      


      Except as
set forth in this Agreement, Mint Leasing hereby represents and warrants to
Legacy that:

      


      SECTION
3.01.  Organization and
Qualification; Subsidiaries.  Each of Mint Leasing and each
subsidiary of Mint Leasing (the "Mint Leasing Subsidiaries") is a corporation
duly incorporated, validly existing and in good standing under the laws of the
jurisdiction of its incorporation and has all requisite corporate power and to
own, lease and operate its properties and to carry on its business as it is now
being conducted, except where the failure to be so organized, existing or in
good standing or to have such corporate power, have not had, and could not
reasonably be expected to have, individually or in the aggregate, a Mint Leasing
Material Adverse Effect (as defined below).  Each of Mint Leasing and
Mint Leasing Subsidiaries is duly qualified or licensed as a foreign corporation
to do business, and is in good standing, in each jurisdiction where the
character of the properties owned, leased or operated by it or the nature of its
business makes such qualification or licensing necessary, except for such
failures to be so qualified or licensed and in good standing that have not had,
and could not reasonably be expected to have, individually or in the aggregate,
a Mint Leasing Material Adverse Effect.  The term "Mint Leasing
Material Adverse Effect" means any change in or effect on the business of Mint
Leasing and Mint Leasing Subsidiaries that is materially adverse to the
financial condition or results of operations of Mint Leasing and Mint Leasing
Subsidiaries taken as a whole, except for any such changes or effects resulting
from or arising in connection with (i) this Agreement or the transactions
contemplated by this Agreement or the announcement hereof, (ii) any changes in
economic, regulatory or political conditions or (iii) any issue or condition
otherwise known to Legacy prior to the date of this Agreement.

      


      SECTION
3.02.  Certificate of Incorporation
and By-Laws.  Mint Leasing has heretofore made available to
Legacy a complete and correct copy of the Articles of Incorporation and the
By-Laws of Mint Leasing.  Such Articles of Incorporation and By-Laws
are in full force and effect.  Mint Leasing is not in violation of any
of the provisions of its Articles of Incorporation or By-Laws.


      
        
           


        

        
          Page
5

          
            

          

        

        
           


        

      


      SECTION
3.03.  Capitalization.  Except
as indicated on Exhibit A, all Mint Leasing Securities will be issued and
outstanding and will be validly issued, fully paid and non-assessable and (ii)
no shares are reserved for future issuance pursuant to Mint Leasing Stock
Options and Warrants.  All shares of Mint Leasing Securities subject
to issuance as aforesaid, upon issuance on the terms and conditions specified in
the instruments pursuant to which they are issuable, will be duly authorized,
validly issued, fully paid and non-assessable.  There are no
outstanding contractual obligations of Mint Leasing or any Mint Leasing
Subsidiary to repurchase, redeem or otherwise acquire any shares of Mint Leasing
Securities or any capital stock of any Mint Leasing Subsidiary.  Each
outstanding share of capital stock of each Mint Leasing Subsidiary is duly
authorized, validly issued, fully paid and non-assessable and each such share
owned by Mint Leasing or another Mint Leasing Subsidiary is free and clear of
all security interests, liens, claims, pledges, options, rights of first
refusal, agreements, limitations on Mint Leasing's or such other Mint Leasing
Subsidiary's voting rights, charges and other encumbrances of any nature
whatsoever, except where failure to own such shares free and clear would not,
individually or in the aggregate, have a Mint Leasing Material Adverse
Effect.  There are no material outstanding contractual obligations of
Mint Leasing or any Mint Leasing Subsidiary to provide funds to, or make any
investment (in the form of a loan, capital contribution or otherwise) in, any
Mint Leasing Subsidiary or any other person.

      


      SECTION
3.04.  Authority Relative to This
Agreement.  Mint Leasing has all necessary corporate power and
authority to execute and deliver this Agreement and to perform its obligations
hereunder and to consummate the Exchange and the other transactions contemplated
by this Agreement.  The execution and delivery of this Agreement by
Mint Leasing and the consummation by Mint Leasing of the Exchange and the other
transactions contemplated by this Agreement have been duly and validly
authorized by all necessary corporate action and no other corporate proceedings
on the part of Mint Leasing are necessary to authorize this Agreement or to
consummate the Exchange and the other transactions contemplated by this
Agreement.  This Agreement has been duly and validly executed and
delivered by Mint Leasing and, assuming the due authorization, execution and
delivery by Legacy, constitutes a legal, valid and binding obligation of Mint
Leasing, enforceable against Mint Leasing in accordance with its
terms.

      


      SECTION
3.05.  No
Conflict; Required Filings and Consents.  (a)  The
execution and delivery of this Agreement by Mint Leasing does not, and the
performance of this Agreement by Mint Leasing will not, (i) conflict with or
violate the Certificate of Incorporation or By-laws of Mint Leasing or any
equivalent organizational documents of any Mint Leasing Subsidiary, (ii)
assuming that all consents, approvals, authorizations and other actions
described in Section 3.05(b) have been obtained and all filings and obligations
described in Section 3.05(b) have been made, to the best knowledge of Mint
Leasing after inquiry, conflict with or violate any foreign or domestic law,
statute, ordinance, rule, regulation, order, judgment or decree ("Law")
applicable to Mint Leasing or any Mint Leasing Subsidiary or by which any
property or asset of Mint Leasing or any Mint Leasing Subsidiary is bound or
affected, or (iii) result in any breach of or constitute a default (or an event
which with notice or lapse of time or both would become a default) under, or
give to others any right of termination, amendment, acceleration or cancellation
of, or result in the creation of a lien or other encumbrance on any property or
asset of Mint Leasing or any Mint Leasing Subsidiary pursuant to, any note,
bond, mortgage, indenture, contract, agreement, lease, license, permit,
franchise or other instrument or obligation, except, with respect to clause
(iii), for any such conflicts, violations, breaches, defaults or other
occurrences that have not had, and could not reasonably be expected to have,
individually or in the aggregate, a Mint Leasing Material Adverse Effect, and
that could not reasonably be expected to prevent or materially delay the
consummation of the transactions contemplated by this
Agreement.


      
        
           


        

        
          Page
6

          
            

          

        

        
           


        

      


      (b)         
The execution and delivery of this Agreement by Mint Leasing does not, and the
performance of this Agreement by Mint Leasing will not, require any consent,
approval, authorization or permit of, or filing with or notification to, any
domestic or foreign governmental or regulatory authority ("Governmental
Entity"), except (i) for applicable requirements, if any, of state securities or
"blue sky" laws ("Blue Sky Laws"), state takeover laws and (ii) where failure to
obtain such consents, approvals, authorizations or permits, or to make such
filings or notifications, has not had, and could not reasonably be expected to
have, individually or in the aggregate, a Mint Leasing Material Adverse Effect,
and could not reasonably be expected to prevent or materially delay the
consummation of the transactions contemplated by this Agreement.

      


      SECTION
3.06.  Permits;
Compliance.  (a) Each of Mint Leasing and Mint Leasing
Subsidiaries is in possession of all franchises, grants, authorizations,
licenses, permits, easements, variances, exceptions, consents, certificates,
approvals and orders of any Governmental Entity necessary for Mint Leasing or
any Mint Leasing Subsidiary to own, lease and operate its properties or to carry
on its business as it is now being conducted (the "Mint Leasing Permits"),
except where the failure to have, or the suspension or cancellation of, any of
Mint Leasing Permits has not had, and could not reasonably be expected to have,
individually or in the aggregate, a Mint Leasing Material Adverse Effect, and,
as of the date of this Agreement, no suspension or cancellation of any of Mint
Leasing Permits is pending or, to the knowledge of Mint Leasing, threatened,
except where the failure to have, or the suspension or cancellation of, any of
Mint Leasing Permits has not had, and could not reasonably be expected to have,
individually or in the aggregate, a Mint Leasing Material Adverse
Effect.

      


      (b)         
To the best knowledge of Mint Leasing after inquiry, neither Mint Leasing nor
any Mint Leasing Subsidiary is in conflict with, or in default or violation of,
(i) any Law applicable to Mint Leasing or any Mint Leasing Subsidiary or by
which any property or asset of Mint Leasing or any Mint Leasing Subsidiary is
bound or affected, (ii) any note, bond, mortgage, indenture, contract,
agreement, lease, license, permit, franchise or other instrument or obligation
to which Mint Leasing or any Mint Leasing Subsidiary is a party or by which Mint
Leasing or any Mint Leasing Subsidiary or any property or asset of Mint Leasing
or any Mint Leasing Subsidiary is bound or affected or (iii) any Mint Leasing
Permits, except, in the case of each of (i), (ii) and (iii), for any such
conflicts, defaults or violations that have not had, and could not reasonably be
expected to have, individually or in the aggregate, a Mint Leasing Material
Adverse Effect.


      
        
           


        

        
          Page
7

          
            

          

        

        
           


        

      


      SECTION
3.07.  Absence of Certain Changes
or Events.  Since the date of its organization, except as
contemplated by or as disclosed in this Agreement, Mint Leasing has conducted
its businesses only in the ordinary course and in a manner consistent with past
practice and, since such date, there has not been (a) any material change by
Mint Leasing in its accounting methods, principles or practices, (b) any
declaration, setting aside or payment of any dividend or distribution in respect
of the Commons Stock or any redemption, purchase or other acquisition of any of
Mint Leasing's securities or (c) any increase in or establishment of any bonus,
insurance, severance, deferred compensation, pension, retirement, profit
sharing, stock option (including, without limitation, the granting of stock
options, stock appreciation rights, performance awards or restricted stock
awards), stock purchase or other employee benefit plan, or any other increase in
the compensation payable or to become payable to any executive officers of Mint
Leasing, except in the ordinary course of business.

      


      SECTION
3.08.  Absence of
Litigation.  As of the date of this Agreement, there is no
litigation, suit, claim, action, proceeding or investigation pending or, to the
knowledge of Mint Leasing, threatened against Mint Leasing, or any property or
asset of Mint Leasing, before any court, arbitrator or governmental entity,
domestic or foreign, which (i) has had, or could reasonably be expected to have,
individually or in the aggregate, a material adverse effect on Mint Leasing or
(ii) seeks to delay or prevent the consummation of any other material
transaction contemplated by this Agreement.  As of the date of this
Agreement, neither Mint Leasing nor any property or asset of Mint Leasing is
subject to any continuing order of, consent decree, settlement agreement or
other similar written agreement with, or, to the knowledge of Mint Leasing,
continuing investigation by, any governmental entity, or any order, writ,
judgment, injunction, decree, determination or award of any governmental entity
or arbitrator having, individually or in the aggregate, a material adverse
effect on Mint Leasing.

      


      SECTION
3.09.  Employee Benefit Plans;
Labor Matters.  With respect to each employee benefit plan,
program, arrangement and contract (including, without limitation, any "employee
benefit plan", as defined in section 3(3) of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA")) maintained or contributed to by Mint
Leasing or any Mint Leasing Subsidiary, or with respect to which Mint Leasing or
any Mint Leasing Subsidiary could incur liability under section 4069, 4212(c) or
4204 of ERISA (the "Mint Leasing Benefit Plans"), Mint Leasing has made
available to the Legacy a true and correct copy of (i) the most recent annual
report (Form 5500) filed with the Internal Revenue Service (the "IRS"), (ii) a
complete copy of such Mint Leasing Benefit Plan, (iii) each trust agreement
relating to such Mint Leasing Benefit Plan, (iv) the most recent summary plan
description for each Mint Leasing Benefit Plan for which a summary plan
description is required, (v) the most recent actuarial report or valuation
relating to a Mint Leasing Benefit Plan subject to Title IV of ERISA and (vi)
the most recent determination letter, if any, issued by the IRS with respect to
any Mint Leasing Benefit Plan qualified under section 401(a) of the
Code.

      


      SECTION
3.10.  Contracts.
(a)  Exhibit B lists each of the following written contracts and
agreements of Mint Leasing (such contracts and agreements being "Material
Contracts"):

      


      (i)         each
contract and agreement for the purchase or lease of personal property with any
supplier or for the furnishing of services to Mint Leasing that in each case
involves annual payment in excess of US$50,000, or British sterling
equivalent;


      
        
           


        

        
          Page
8

          
            

          

        

        
           


        

      


      (ii)     all
broker, exclusive dealing or exclusivity, distributor, dealer, manufacturer's
representative, franchise, agency, sales promotion and market research
agreements involving annual payments in excess of US$100,000,or British sterling
equivalent, to which Mint Leasing is a party or any other material contract that
compensates any person other than employees based on any sales by Mint
Leasing;

      


      (iii)    all
leases and subleases of real property;

       

      (iv)    all
contracts and agreements relating to indebtedness for borrowed money other than
trade indebtedness of Mint Leasing;

      


      (v)     all
contracts and agreements involving annual payments in excess of $100,000 with
any Governmental Entity to which Mint Leasing is a party; and

      


      (vi)    any
other material agreement of Mint Leasing which is terminable upon or prohibits a
change of ownership or control of Mint Leasing.

      


      (b)         
 Each Material Contract:  (i) is valid and binding on Mint
Leasing and, to the knowledge of Mint Leasing, on the other parties thereto, and
is in full force and effect, and (ii) upon consummation of the transactions
contemplated by this Agreement, shall continue in full force and effect without
material penalty or other material adverse consequence.  Mint Leasing
is not in material breach of, or material default under, any Material Contract
and, to the knowledge of Mint Leasing, no other party to any Material Contract
is in material breach thereof or material default thereunder.

      


      SECTION
3.11.  Environmental
Matters.  Except as would not, individually or in the
aggregate, have a Mint Leasing Material Adverse Effect:

      


      (a)          
Mint Leasing and Mint Leasing Subsidiaries (i) are in compliance with all
applicable Environmental Laws (as defined below), (ii) hold all Environmental
Permits (as defined below) and (iii) are in compliance with their respective
Environmental Permits.

      


      (b)          
None of Mint Leasing or any Mint Leasing Subsidiary has received any written
request for information, or been notified that it is a potentially responsible
party, under CERCLA (defined below) or any similar Law of any state, locality or
any other jurisdiction.

      


      (c)          
None of Mint Leasing or any Mint Leasing Subsidiary has entered into or agreed
to any consent decree or order or is subject to any judgment, decree or judicial
order relating to compliance with Environmental Laws, Environmental Permits or
the investigation, sampling, monitoring, treatment, remediation, removal or
cleanup of Hazardous Materials (defined below) and, to the knowledge of Mint
Leasing, no investigation, litigation or other proceeding is pending or
threatened in writing with respect thereto.


      
        
           


        

        
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      (d)           None
of the real property owned or leased by Mint Leasing or any Mint Leasing
Subsidiary is listed or, to the knowledge of Mint Leasing, proposed for listing
on the "National Priorities List" under CERCLA, as updated through the date of
this Agreement, or any similar list of sites in the United States or any other
jurisdiction requiring investigation or cleanup.

      


      For
purposes of this Agreement:

      


      "CERCLA" means the
Comprehensive Environmental Response, Compensation and Liability Act of 1980, as
amended as of the date hereof.

      


      "Environmental Laws" means any
federal, state or local statute, law, ordinance, regulation, rule, code or order
of the United States, or any other jurisdiction and any enforceable judicial or
administrative interpretation thereof, including any judicial or administrative
order, consent decree or judgment, relating to pollution or protection of the
environment or natural resources, including, without limitation, those relating
to the use, handling, transportation, treatment, storage, disposal, release or
discharge of Hazardous Materials, as in effect as of the date of this
Agreement.

      


      "Environmental Permits" means
any permit, approval, identification number, license and other authorization
required under any applicable Environmental Law.

      


      "Hazardous Materials" means
(a) any petroleum, petroleum products, by-products or breakdown products,
radioactive materials, asbestos-containing materials or polychlorinated
biphenyls or (b) any chemical, material or substance defined or regulated as
toxic or hazardous or as a pollutant or contaminant or waste under any
applicable Environmental Law.

      


      SECTION
3.12.  Trademarks, Patents and
Copyrights.  Except as would not, individually or in the
aggregate, have a Mint Leasing Material Adverse Effect, Mint Leasing and Mint
Leasing Subsidiaries own or possess adequate licenses or other valid rights to
use all patents, patent rights, trademarks, trademark rights, trade names, trade
dress, trade name rights, copyrights, service marks, trade secrets, applications
for trademarks and for service marks, know-how and other proprietary rights and
information used or held for use in connection with the business of Mint Leasing
and Mint Leasing Subsidiaries as currently conducted, and Mint Leasing has no
knowledge of any assertion or claim challenging the validity of any of the
foregoing.  To the knowledge of Mint Leasing, the conduct of the
business of Mint Leasing and Mint Leasing Subsidiaries as currently conducted
does not and will not conflict in any way with any patent, patent right,
license, trademark, trademark right, trade dress, trade name, trade name right,
service mark or copyright of any third party that has had, or could reasonably
be expected to have, individually or in the aggregate, a Mint Leasing Material
Adverse Effect.  To the knowledge of Mint Leasing, there are no
infringements of any proprietary rights owned by or licensed by or to Mint
Leasing or any Mint Leasing Subsidiary that have had, or could reasonably be
expected to have, individually or in the aggregate, a Mint Leasing Material
Adverse Effect.


      
        
           


        

        
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      SECTION
3.13.  Taxes.  Except
as for such matters that could not reasonably be expected to have a Mint Leasing
Material Adverse Effect, (a) Mint Leasing and each of Mint Leasing Subsidiaries
have timely filed or will timely file all returns and reports required to be
filed by them with any taxing authority with respect to Taxes for any period
ending on or before the Effective Time, taking into account any extension of
time to file granted to or obtained on behalf of Mint Leasing and Mint Leasing
Subsidiaries, (b) all Taxes shown to be payable on such returns or reports that
are due prior to the Effective Time have been paid or will be paid, (c) as of
the date of this Agreement, no deficiency for any material amount of Tax has
been asserted or assessed by a taxing authority against Mint Leasing or any of
Mint Leasing Subsidiaries and (d) Mint Leasing and each of Mint Leasing
Subsidiaries have provided adequate reserves in their financial statements for
any Taxes that have not been paid in accordance with generally accepted
accounting principles, whether or not shown as being due on any
returns.  As used in this Agreement, "Taxes" shall mean any and all
taxes, fees, levies, duties, tariffs, imposts and other charges of any kind
(together with any and all interest, penalties, additions to tax and additional
amounts imposed with respect thereto) imposed by any government or taxing
authority, including, without limitation:  taxes or other charges on
or with respect to income, franchises, windfall or other profits, gross
receipts, property, sales, use, capital stock, payroll, employment, social
security, workers' compensation, unemployment compensation or net worth; taxes
or other charges in the nature of excise, withholding, ad valorem, stamp,
transfer, value added or gains taxes; license, registration and documentation
fees; and customers' duties, tariffs and similar charges.

      


      SECTION
3.14.  State
Takeover Statutes.  The Board of Directors of Mint Leasing has
taken all action necessary to ensure that any restrictions on business
combinations will not apply to the Exchange and the other transactions
contemplated by this Agreement.  To the knowledge of Mint Leasing, no
other state takeover statute is applicable to the Exchange or the other
transactions contemplated by this Agreement.

      


      SECTION
3.15.  Brokers.  No
broker, finder or investment banker is entitled to any brokerage, finder's or
other fee or commission in connection with the Exchange or the other
transactions contemplated by this Agreement based upon arrangements made by or
on behalf of Mint Leasing.

      


      


      ARTICLE
IV

      REPRESENTATIONS
AND WARRANTIES OF LEGACY

      


      Legacy
hereby represents and warrants to Mint Leasing that:

      


      SECTION
4.01.  Organization and
Qualification; Subsidiaries.  Each of Legacy and each
subsidiary of Legacy (the "Legacy Subsidiaries") is a corporation duly
incorporated, validly existing and in good standing under the laws of the
jurisdiction of its incorporation and has all corporate requisite power and
authority and all necessary governmental approvals to own, lease and operate its
properties and to carry on its business as it is now being conducted, except
where the failure to be so organized, existing or in good standing or to have
such corporate power, authority and governmental approvals have not had, and
could not reasonably be expected to have, individually or in the aggregate, a
Legacy Material Adverse Effect (as defined below).  Each of Legacy and
the Legacy Subsidiaries is duly qualified or licensed as a foreign corporation
to do business, and is in good standing, in each jurisdiction where the
character of the properties owned, leased or operated by it or the nature of its
business makes such qualification or licensing necessary, except for such
failures to be so qualified or licensed and in good standing that have not had,
and could not reasonably be expected to have, individually or in the aggregate,
a Legacy Material Adverse Effect.  The term "Legacy Material Adverse
Effect" means any change in or effect on the business of Legacy and the Legacy
Subsidiaries that is materially adverse to the financial condition or results of
operations of Legacy and the Legacy Subsidiaries taken as a whole, except for
any such changes or effects resulting from or in connection with (i) this
Agreement or the transactions contemplated by this Agreement or the announcement
hereof, (ii) any changes in economic, regulatory or political conditions or
(iii) any issue or condition otherwise known to Mint Leasing prior to the date
of this Agreement.


      
        
           


        

        
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      SECTION
4.02.  Articles of Incorporation
and By Laws .  Legacy has heretofore made available to Mint
Leasing a complete and correct copy of the Articles of Incorporation and the
By-Laws of Legacy.  Such Articles of Incorporation and By-Laws are in
full force and effect.  Legacy is not violation of any of the
provisions of its Certificate of Incorporation or By-Laws.

      


      SECTION
4.03.  Capitalization.  The
authorized capital stock of Legacy consists of (a) 480,000,000 shares of Legacy
Common Stock, $.001 par value, and (b) 20,000,000 shares of preferred stock,
$.001 par value.  As of the date of this Agreement, (i) 186,243 shares
of Legacy Common Stock are issued and outstanding,  (ii) 185,000
shares of Legacy preferred stock are issued and outstanding, all of which are
validly issued, fully paid and non-assessable, (iii) 2,000,000 shares of
preferred class B shares, which are convertible to 20,000,000 shares of common
stock are reserved for issuance under the terms of the Plan referred to and
defined in Section 4.07, (iv) no shares of Legacy Common Stock are held in the
treasury of Legacy or by Legacy Subsidiaries and (v) 23,700,000 common shares
are reserved for future issuance upon conversion of the outstanding preferred
stock.  There are no options, warrants or other rights, agreements,
arrangements or commitments of any character relating to the issued or unissued
capital stock of Legacy or any Legacy Subsidiary or obligating Legacy or any
Legacy Subsidiary to issue or sell any shares of capital stock of, or other
equity interests in, Legacy or any Legacy Subsidiary.  All shares of
Legacy Common Stock subject to issuance as aforesaid, upon issuance on the terms
and conditions specified in the instruments pursuant to which they are issuable,
will be duly authorized, validly issued, fully paid and
non-assessable.  There are no outstanding contractual obligations of
Legacy or any Legacy Subsidiary to repurchase, redeem or otherwise acquire any
shares of Legacy Common Stock or any capital stock of any Legacy
Subsidiary.  Each outstanding share of capital stock of each Legacy
Subsidiary is duly authorized, validly issued, fully paid and non-assessable and
each such share owned by Legacy or another Legacy Subsidiary is free and clear
of all security interests, liens, claims, pledges, options, rights of first
refusal, agreements, limitations on Legacy's or such other Legacy Subsidiary's
voting rights, charges and other encumbrances of any nature whatsoever, except
where failure to own such shares free and clear would not, individually or in
the aggregate, have a Legacy Material Adverse Effect.  There are no
material outstanding contractual obligations of Legacy or any Legacy Subsidiary
to provide funds to, or make any investment (in the form of a loan, capital
contribution or otherwise) in, any Legacy Subsidiary or any other
person.  The shares of Legacy Common Stock to be issued pursuant to
the Exchange in accordance with Section 2.01 (i) will be duly authorized,
validly issued, fully paid and non-assessable and not subject to preemptive
rights created by statute, the Legacy's Certificate of Incorporation or By-Laws
or any agreement to which the Legacy is a party or is bound and (ii) will, when
issued, be exempt from registration under the Securities Act of 1933, as amended
(together with the rules and regulations promulgated thereunder, the "Securities
Act") and the Securities Exchange Act of 1934, as amended (together with the
rules and regulations promulgated thereunder, the "Exchange Act") and exempt
from registration under applicable Blue Sky Laws.  The shares of
Legacy Common Stock to be issued pursuant to the Exchange in accordance with
Section 2.01 will bear a restrictive legend in substantially the following form
(and a stop-transfer order may be placed against transfer of the certificates
for such Legacy Securities):


      
        
           


        

        
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      "The
Securities represented by this certificate have not been registered under the
Securities Act of 1933, as amended.  The Securities may not be sold,
transferred or assigned in the absence of an effective registration statement
for the Securities under said Act, or an opinion of counsel, in form, substance
and scope customary for opinions of counsel in comparable transactions, that
registration is not required under said Act."

      


      SECTION
4.04.  Authority Relative to This
Agreement.  Legacy has all necessary corporate power and
authority to execute and deliver this Agreement and to perform its obligations
hereunder and to consummate the Exchange and the other transactions contemplated
by this Agreement.  The execution and delivery of this Agreement by
Legacy and the consummation by Legacy of the Exchange and the other transactions
contemplated by this Agreement have been duly and validly authorized by all
necessary corporate action and no other corporate proceedings on the part of
Legacy are necessary to authorize this Agreement or to consummate the Exchange
and the other transactions contemplated by this Agreement.  This
Agreement has been duly and validly executed and delivered by Legacy and,
assuming the due authorization, execution and delivery by Mint Leasing,
constitutes a legal, valid and binding obligation of Legacy, enforceable against
Legacy in accordance with its terms.

      


      SECTION
4.05.  No
Conflict; Required Filings and Consents.  (a)  The
execution and delivery of this Agreement by Legacy does not, and the performance
of this Agreement by Legacy will not, (i) conflict with or violate the
Certificate of Incorporation or By-laws of Legacy, (ii) assuming that all
consents, approvals, authorizations and other actions described in Section
4.05(b) have been obtained and all filings and obligations described in Section
4.05(b) have been made, conflict with or violate any Law applicable to Legacy or
any Legacy Subsidiary or by which any property or asset of Legacy or any Legacy
Subsidiary is bound or affected, or (iii) result in any breach of or constitute
a default (or an event which with notice or lapse of time or both would become a
default) under, or give to others any right of termination, amendment,
acceleration or cancellation of, or result in the creation of a lien or other
encumbrance on any property or asset of Legacy or any Legacy Subsidiary pursuant
to, any note, bond, mortgage, indenture, contract, agreement, lease, license,
permit, franchise or other instrument or obligation, except, with respect to
clause (iii), for any such conflicts, violations, breaches, defaults, or other
occurrences that have not had, and could not reasonably be expected to have,
individually or in the aggregate, a Legacy Material Adverse Effect, and that
could not reasonably be expected to prevent or materially delay the consummation
of the transactions contemplated by this Agreement.

      


      (b)           The
execution and delivery of this Agreement by Legacy does not, and the performance
of this Agreement by Legacy will not, require any consent, approval,
authorization or permit of, or filing with or notification to, any Governmental
Entity, except (i) for applicable requirements, if any, of the Exchange Act,
Blue Sky Laws, the Securities Act, the OTC, and state takeover laws; and (ii)
where failure to obtain such consents, approvals, authorizations or permits, or
to make such filings or notifications, has not had, and could not reasonably be
expected to have, individually or in the aggregate, a Legacy Material Adverse
Effect, and could not reasonably be expected to prevent or materially delay the
consummation of the transactions contemplated by this
Agreement.


      
        
           


        

        
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      SECTION
4.06.  Permits;
Compliance.  (a) Each of Legacy and the Legacy Subsidiaries is
in possession of all franchises, grants, authorizations, licenses, permits,
easements, variances, exceptions, consents, certificates, approvals and orders
of any Governmental Entity necessary for Legacy or any Legacy Subsidiary to own,
lease and operate its properties or to carry on its business as it is now being
conducted (the "Legacy Permits"), except where the failure to have, or the
suspension or cancellation of, any of Legacy Permits has not had, and could not
reasonably be expected to have, individually or in the aggregate, a Legacy
Material Adverse Effect, and, as of the date of this Agreement, no suspension or
cancellation of any of Legacy Permits is pending or, to the knowledge of Legacy,
threatened, except where the failure to have, or the suspension or cancellation
of, any of Legacy Permits has not had, and could not reasonably be expected to
have, individually or in the aggregate, a Legacy Material Adverse
Effect.

      


      (b)           Neither
Legacy nor any Legacy Subsidiary is in conflict with, or in default or violation
of, (i) any Law applicable to Legacy or any Legacy Subsidiary or by which any
property or asset of Legacy or any Legacy Subsidiary is bound or affected, (ii)
any note, bond, mortgage, indenture, contract, agreement, lease, license,
permit, franchise or other instrument or obligation to which Legacy or any
Legacy Subsidiary is a party or by which Legacy or any Legacy Subsidiary or any
property or asset of Legacy or any Legacy Subsidiary is bound or affected or
(iii) any Legacy Permits, except, in the case of each of (i), (ii) and (iii),
for any such conflicts, defaults or violations that have not had, and could not
reasonably be expected to have, individually or in the aggregate, a Legacy
Material Adverse Effect.

      


      SECTION
4.07.  Divestiture of Legacy Media Corporation  On the
Effective Date and at the same time that Mint becomes a wholly owned subsidiary
of Legacy, Legacy divest all of its interest in its wholly owned subsidiary,
Legacy Media Corporation, a Nevada corporation, and will pay or discharge any
Legacy obligations of any kind or character, direct or contingent, such that
there are no outstanding liabilities whatsoever.  The consideration
received by Legacy for the divestiture of Legacy Media shall be the cancellation
of 13,654,316 outstanding common stock of Legacy.  Upon the closing of
the divestiture of Legacy Media Corporation and consummation of the share
consolidation ("reverse split") previously authorized by Legacy, there will
exist (i) 186,243 shares of Legacy Common Stock issued and outstanding shares of
Legacy, (ii)185,000 series A preferred stock (convertible into a maximum of
3,700,000 shares of common stock of Legacy), and (iii) 2,000,000 shares of
series B preferred stock (convertible into 20,000,000 shares of common stock.)
issued and outstanding.

      


      SECTION
4.08.  Absence of Certain Changes
or Events.  Since the date of the filing of the Annual Report
on Form 10-KSB (the "Annual Report"), except as contemplated by or as disclosed
in this Agreement, or as disclosed in any amendment to the Annual Report, Legacy
and Legacy Subsidiaries have conducted their businesses only in the ordinary
course and in a manner consistent with past practice and, since such date, there
has not been (a) any Legacy Material Adverse Effect, (b) any material change by
Legacy in its accounting methods, principles or practices, (c) any declaration,
setting aside or payment of any dividend or distribution in respect of the
Shares or any redemption, purchase or other acquisition of any of Legacy's
securities or (d) any increase in or establishment of any bonus, insurance,
severance, deferred compensation, pension, retirement, profit sharing, stock
option (including, without limitation, the granting of stock options, stock
appreciation rights, performance awards or restricted stock awards), stock
purchase or other employee benefit plan, or any other increase in the
compensation payable or to become payable to any executive officers of Legacy or
any Legacy Subsidiary, except in the ordinary course of business consistent with
past practice.


      
        
           


        

        
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      SECTION
4.09.  Absence of
Litigation.  As of the date of this Agreement, there is no
litigation, suit, claim, action, proceeding or investigation pending or, to the
knowledge of Legacy, threatened against Legacy or any Legacy Subsidiary, or any
property or asset of Legacy or any Legacy Subsidiary, before any court,
arbitrator or Governmental Entity, domestic or foreign, which (i) has had, or
could reasonably be expected to have, individually or in the aggregate, a Legacy
Material Adverse Effect or (ii) seeks to delay or prevent the consummation of
the Exchange or any other material transaction contemplated by this
Agreement.  As of the date of this Agreement, neither Legacy nor any
Legacy Subsidiary nor any property or asset of Legacy or any Legacy Subsidiary
is subject to any continuing order of, consent decree, settlement agreement or
other similar written agreement with, or, to the knowledge of Legacy, continuing
investigation by, any Governmental Entity, or any order, writ, judgment,
injunction, decree, determination or award of any Governmental Entity or
arbitrator having, individually or in the aggregate, a Legacy Material Adverse
Effect.

      


      SECTION
4.10.  Employee Benefit
Plans.  Legacy and Legacy Subsidiary presently do not have any
employees.  Legacy and Legacy Subsidiary presently do not, and have
never in the past, maintained or contributed to any employee benefit plan,
program, arrangement and contract (including, without limitation, any "employee
benefit plan", as defined in section 3(3) of ERISA).

      


      SECTION
4.11.  Contracts.
(a)  Exhibit C lists each of the following written contracts and
agreements of Legacy (such contracts and agreements being "Material
Contracts"):

      


      (i)         each
contract and agreement for the purchase or lease of personal property with any
supplier or for the furnishing of services to Legacy;

      


      (ii)        all
broker, exclusive dealing or exclusivity, distributor, dealer, manufacturer's
representative, franchise, agency, sales promotion and market research
agreements, to which Legacy is a party or any other material contract that
compensates any person other than employees based on any sales by
Legacy;

      


      (iii)       all
leases and subleases of real property;

      


      (iv)       all
contracts and agreements relating to indebtedness for borrowed money other than
trade indebtedness of Legacy;

      


      (v)        all
contracts and agreements involving annual payments in excess of $100,000 with
any Governmental Entity to which Legacy is a party; and

      


      (iv)       any
other material agreement of Legacy which is terminable upon or prohibits a
change of ownership or control of Legacy..


      
        
           


        

        
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      (b)           Each
Material Contract:  (i) is valid and binding on Legacy and, to the
knowledge of Legacy, on the other parties thereto, and is in full force and
effect, and (ii) upon consummation of the transactions contemplated by this
Agreement, shall continue in full force and effect without material penalty or
other material adverse consequence.  Legacy is not in material breach
of, or material default under, any Material Contract and, to the knowledge of
Legacy, no other party to any Material Contract is in material breach thereof or
material default thereunder.

      


      SECTION
4.12.  Environmental
Matters.  Except as disclosed in the Annual Report or as would
not, individually or in the aggregate, have a Legacy Material Adverse
Effect:

      


      (a)           Legacy
and the Legacy Subsidiaries (i) are in compliance with all applicable
Environmental Laws, (ii) hold all Environmental Permits and (iii) are in
compliance with their respective Environmental Permits.

      


      (b)           None
of Legacy or any Legacy Subsidiary has received any written request for
information, or been notified that it is a potentially responsible party, under
CERCLA or any similar Law of any state, locality or any other
jurisdiction.

      


      (c)           None
of Legacy or any Legacy Subsidiary has entered into or agreed to any consent
decree or order or is subject to any judgment, decree or judicial order relating
to compliance with Environmental Laws, Environmental Permits or the
investigation, sampling, monitoring, treatment, remediation, removal or cleanup
of Hazardous Materials and, to the knowledge of Legacy, no investigation,
litigation or other proceeding is pending or threatened in writing with respect
thereto.

      


      (d)           None
of the real property owned or leased by Legacy or any Legacy Subsidiary is
listed or, to the knowledge of Legacy, proposed for listing on the "National
Priorities List" under CERCLA, as updated through the date of this Agreement, or
any similar list of sites in the United States or any other jurisdiction
requiring investigation or cleanup.

      


      SECTION
4.13.  Trademarks, Patents and
Copyrights.  Except as would not, individually or in the
aggregate, have a Legacy Material Adverse Effect, Legacy and the Legacy
Subsidiaries own or possess adequate licenses or other valid rights to use all
patents, patent rights, trademarks, trademark rights, trade names, trade dress,
trade name rights, copyrights, service marks, trade secrets, applications for
trademarks and for service marks, know-how and other proprietary rights and
information used or held for use in connection with the business of Legacy and
the Legacy Subsidiaries as currently conducted, and Legacy has no knowledge of
any assertion or claim challenging the validity of any of the
foregoing.  To the knowledge of Legacy, the conduct of the business of
Legacy and the Legacy Subsidiaries as currently conducted does not and will not
conflict in any way with any patent, patent right, license, trademark, trademark
right, trade dress, trade name, trade name right, service mark or copyright of
any third party that has had, or could reasonably be expected to have,
individually or in the aggregate, a Legacy Material Adverse
Effect.  To the knowledge of Legacy, there are no infringements of any
proprietary rights owned by or licensed by or to Legacy or any Legacy Subsidiary
that have had, or could reasonably be expected to have, individually or in the
aggregate, a Legacy Material Adverse Effect.


      
        
           


        

        
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      SECTION
4.14.  Taxes.  Except
for such matters that would not have a Legacy Material Adverse Effect, (a)
Legacy and each of the Legacy Subsidiaries have timely filed or will timely file
all returns and reports required to be filed by them with any taxing authority
with respect to Taxes for any period ending on or before the Effective Time,
taking into account any extension of time to file granted to or obtained on
behalf of Legacy and the Legacy Subsidiaries, (b) all Taxes shown to be payable
on such returns or reports that are due prior to the Effective Time have been
paid or will be paid, (c) as of the date of this Agreement, no deficiency for
any material amount of Tax has been asserted or assessed by a taxing authority
against Legacy or any of the Legacy Subsidiaries and (d) Legacy and each of the
Legacy Subsidiaries have provided adequate reserves in their financial
statements for any Taxes that have not been paid in accordance with generally
accepted accounting principles, whether or not shown as being due on any
returns.

      


      SECTION
4.15.  Accounting and Tax
Matters.  To the knowledge of Legacy, neither Legacy nor any of
its affiliates has taken or agreed to take any action that would prevent the
Exchange from constituting a transaction qualifying under Section 368(a) of the
Code.  Legacy is not aware of any agreement, plan or other
circumstance that would prevent the Exchange from qualifying under Section
368(a) of the Code.

      


      SECTION
4.16.  Brokers.  No
broker, finder or investment banker is entitled to any brokerage, finder's or
other fee or commission in connection with the Exchange or the other
transactions contemplated by this Agreement based upon arrangements made by or
on behalf of Legacy.

      


      


      ARTICLE
V

      CONDUCT
OF BUSINESSES PENDING THE REORGANIZATION

      


      SECTION
5.01.  Conduct of Business by Mint
Leasing Pending the Exchange.  Mint Leasing agrees that,
between the date of this Agreement and the Effective Time, except as
contemplated by any other provision of this Agreement, unless Legacy shall
otherwise consent in writing:

      


      (a)           the
businesses of Mint Leasing and Mint Leasing Subsidiaries shall be conducted only
in, and Mint Leasing and Mint Leasing Subsidiaries shall not take any action
except in, the ordinary course of business and in a manner consistent with past
practice; and


      
        
           


        

        
          Page
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      (b)           Mint
Leasing shall use its reasonable best efforts to preserve substantially intact
its business organization, to keep available the services of the current
officers, employees and consultants of Mint Leasing and Mint Leasing
Subsidiaries and to preserve the current relationships of Mint Leasing and Mint
Leasing Subsidiaries with customers, suppliers and other persons with which Mint
Leasing or any Mint Leasing Subsidiary has significant business
relations.

      


      By way of
amplification and not limitation, except as contemplated by this Agreement,
neither Mint Leasing nor any Mint Leasing Subsidiary shall, between the date of
this Agreement and the Effective Time, directly or indirectly, do, or propose to
do, any of the following without the prior written consent of
Legacy:

      


      (a)           amend
or otherwise change its Certificate of Incorporation or By-Laws or equivalent
organizational documents;

      


      (b)           issue,
sell, pledge, dispose of, grant, encumber, or authorize the issuance, sale,
pledge, disposition, grant or encumbrance of, (i) any shares of its capital
stock of any class, or any options, warrants, convertible securities or other
rights of any kind to acquire any shares of such capital stock, or any other
ownership interest (including, without limitation, any phantom interest), of
Mint Leasing or any Mint Leasing Subsidiary or (ii) any material assets of Mint
Leasing or any Mint Leasing Subsidiary, except in the ordinary course of
business and in a manner consistent with past practice;

      


      (c)           declare,
set aside, make or pay any dividend or other distribution, payable in cash,
stock, property or otherwise, with respect to any of its capital
stock;

      


      (d)           reclassify,
combine, split, subdivide or redeem, purchase or otherwise acquire, directly or
indirectly, any of its capital stock;

      


      (e)           (i)           acquire
(including, without limitation, by Exchange, consolidation, or acquisition of
stock or assets) any interest in any corporation, partnership, other business
organization or any division thereof or any assets, other than acquisitions of
assets in the ordinary course of business consistent with past
practice;

      


      (ii)         incur
any indebtedness for borrowed money or issue any debt securities or assume,
guarantee or endorse, or otherwise as an accommodation become responsible for,
the obligations of any person, or make any loans or advances, except for
indebtedness incurred in the ordinary course of business and consistent with
past practice;

      


      (iii)      
 enter into any contract or agreement material to the business, results of
operations or financial condition of Mint Leasing and Mint Leasing Subsidiaries
taken as a whole other than in the ordinary course of business, consistent with
past practice; or


      
        
           


        

        
          Page
18

          
            

          

        

        
           


        

      


      (iv)        enter
into or amend any contract, agreement, commitment or arrangement that, if fully
performed, would not be permitted under this Section 5.01(e);

      


      (f)         
  increase the compensation payable or to become payable to its
employees, except for increases in accordance with past practices, or grant any
severance or termination pay to, or enter into any employment or severance
agreement with, any director or employee of Mint Leasing or any Mint Leasing
Subsidiary, except for employment or severance agreements in accordance with
past practice, or establish, adopt, enter into or amend any collective
bargaining, bonus, profit sharing, thrift, compensation, stock option,
restricted stock, pension, retirement, deferred compensation, employment,
termination, severance or other plan, agreement, trust, fund, policy or
arrangement for the benefit of any director or employee; or

      


      (g)           take
any action, other than reasonable and usual actions in the ordinary course of
business and consistent with past practice, with respect to accounting policies
or procedures.

      


      SECTION
5.02.  Conduct of Business by
Legacy Pending the Exchange.  Legacy agrees that, between the
date of this Agreement and the Effective Time, except as contemplated by any
other provision of this Agreement, unless Mint Leasing shall otherwise consent
in writing (such consent not to be unreasonably withheld or
delayed):

      


      (a)           the
business of the Legacy and the Legacy Subsidiaries shall be conducted only in,
and Legacy and the Legacy Subsidiaries shall not take any action except in the
ordinary course of business and in a manner consistent with past practice;
and

      


      (b)           Legacy
shall use its reasonable best efforts to preserve substantially intact its
business organization, to keep available the services of the current officers,
employees and consultants of Legacy and the Legacy Subsidiaries and to preserve
the current relationships of Legacy and the Legacy Subsidiaries with customers,
suppliers and other persons with which Legacy or any Legacy Subsidiary has
significant business relations.

      


      By way of
amplification and not limitation, except as contemplated by this Agreement,
neither Legacy nor any Legacy Subsidiary shall, between the date of this
Agreement and the Effective Time, directly or indirectly, do, or propose to do,
any of the following without the prior written consent of Mint Leasing (such
consent not to be unreasonably withheld):

      


      (a)           amend
or otherwise change its Certificate of Incorporation or By-Laws or equivalent
organizational documents;

      


      (b)           issue,
sell, pledge, dispose of, grant, encumber, or authorize the issuance, sale,
pledge, disposition, grant or encumbrance of, (i) any shares of its capital
stock of any class, or any options, warrants, convertible securities or other
rights of any kind to acquire any shares of such capital stock, or any other
ownership interest (including, without limitation, any phantom interest), of
Legacy or any Legacy Subsidiary (except for the issuance of shares of Legacy
Common Stock issuable pursuant to the Legacy Stock Options outstanding on the
date of this Agreement or the issuance in the ordinary course of business and
consistent with past practice, or (ii) any material assets of Legacy or any
Legacy Subsidiary, except in the ordinary course of business and in a manner
consistent with past practice;


      
        
           


        

        
          Page
19

          
            

          

        

        
           


        

      


      (c)           declare,
set aside, make or pay any dividend or other distribution, payable in cash,
stock, property or otherwise, with respect to any of its capital
stock;

      


      (d)           reclassify,
combine, split, subdivide or redeem, purchase or otherwise acquire, directly or
indirectly, any of its capital stock;

      


      (e)           (i)           acquire
(including, without limitation, by Exchange, consolidation, or acquisition of
stock or assets) any interest in any corporation, partnership, other business
organization or any division thereof or any assets, other than acquisitions of
assets in the ordinary course of business consistent with past
practice;

      


      (ii)           incur
any indebtedness for borrowed money or issue any debt securities or assume,
guarantee or endorse, or otherwise as an accommodation become responsible for,
the obligations of any person, or make any loans or advances, except for
indebtedness incurred in the ordinary course of business and consistent with
past practice;

      


      (iii)           enter
into any contract or agreement material to the business, results of operations
or financial condition of Legacy and the Legacy Subsidiaries taken as a whole
other than in the ordinary course of business, consistent with past practice;
or

      


      (iv)           enter
into or amend any contract, agreement, commitment or arrangement that, if fully
performed, would not be permitted under this Section 5.02(e);

      


      (f)         
  increase the compensation payable or to become payable to its
officers or employees, except for increases in accordance with past practices in
salaries or wages of employees of Legacy or any Legacy Subsidiary who are not
officers of Legacy, or grant any severance or termination pay to, or enter into
any employment or severance agreement with, any director, officer or other
employee of Legacy or any Legacy Subsidiary, or establish, adopt, enter into or
amend any collective bargaining, bonus, profit sharing, thrift, compensation,
stock option, restricted stock, pension, retirement, deferred compensation,
employment, termination, severance or other plan, agreement, trust, fund, policy
or arrangement for the benefit of any director, officer or employee;
or

      


      (g)           take
any action, other than reasonable and usual actions in the ordinary course of
business and consistent with past practice, with respect to accounting policies
or procedures.


      
        
           


        

        
          Page
20

          
            

          

        

        
           


        

      


      ARTICLE
VI

      ADDITIONAL
AGREEMENTS

      


      SECTION
6.01.  Filing of Form
8-K.  Unless adequately disclosed in a periodic report filed
with the Securities and Exchange Commission by Legacy, immediately after the
Effective Time, new management of Mint Leasing will procure the prompt
preparation and file with the Securities and Exchange Commission appropriate
notice describing this transaction on Form 8-K or other applicable form, and
otherwise comply with the provisions of the Securities Exchange Act of
1934.

      


      SECTION
6.02.  Preparation of Disclosure
Statement.  Immediately after the Effective Time, new
management of Mint Leasing will procure the preparation of a disclosure
statement containing the necessary information to comply with Rule 15(c)2(11)
promulgated by the Securities and Exchange Commission pursuant to the Securities
Exchange Act of 1934 and file such forms with one or more firms who are members
of the National Association of Securities Dealers, Inc.  ("NASD") and
with NASD as are necessary to effect the quotation of Legacy's securities in the
NASD Electronic Bulletin Board System.

      


      SECTION
6.03.  Access to Information;
Confidentiality.  Except as required pursuant to any
confidentiality agreement or similar agreement or arrangement to which Legacy or
Mint Leasing or any of their respective subsidiaries is a party or pursuant to
applicable Law, from the date of this Agreement to the Effective Time, Legacy
and Mint Leasing shall (and shall cause their respective subsidiaries
to):  (i) provide to the other (and its officers, directors,
employees, accountants, consultants, legal counsel, agents and other
representatives, collectively, "Representatives") access at reasonable times
upon prior notice to the officers, employees, agents, properties, offices and
other facilities of the other and its subsidiaries and to the books and records
thereof and (ii) furnish promptly such information concerning the business,
properties, contracts, assets, liabilities, personnel and other aspects of the
other party and its subsidiaries as the other party or its Representatives may
reasonably request.

      


      SECTION
6.04.  Obligations of
Legacy.  Legacy shall take all action necessary to cause Legacy
to perform its obligations under this Agreement and to consummate the Exchange
on the terms and subject to the conditions set forth in this
Agreement.

      


      SECTION
6.05.  Obligations of
Shareholder.  Shareholder, on behalf of new management of
Legacy, unconditionally agree: (i) to refrain from the issuance of any
securities pursuant to a registration statement on Form S-8 for a period of 12
months from and after the Effective Time (ii) not to change the number of issued
or outstanding shares of capital stock of Legacy by a stock split, stock
dividend, combination, reclassification, reverse stock split, combination or
reclassification of shares or other similar event for a period of 12 months from
and after the Effective Time, and except as a condition to a listing of common
stock on a national exchange, in which event the limitation period will be 6
months (iii) not to issue any equity securities to any person, firm or
corporation for any purpose whatsoever for consideration less than the fair
market value applicable to the nature of the transaction of such securities, and
(iv) not to file a registration statement with the Securities and Exchange
Commission on Form SB-2 or other similar form covering secondary offering of and
class of equity securities prior to the expiration of 6 months from and after
the Effective Time.


      
        
           


        

        
          Page
21

          
            

          

        

        
           


        

      


      SECTION
6.06.  Application to Standard
& Poor's.  New management of Mint Leasing shall promptly
make application to the Standard & Poor's editorial board to approve your
corporation for a full description in Standard & Poor's Standard Corporation
Manual, Standard & Poor's Daily News Section, coverage of Legacy as part of
the S&P Market Access Program and coverage on Standard & Poor's Internet
Site, www.advisorinsight.com, as well as S&P Marketscope and the S&P
Stock Guide database.

      


      SECTION
6.06.  Filing of Amended Form
8-K. Within 4 days after the original report on Form 8-K must be filed,
new management of Mint Leasing will prepare and file with the SEC an amendment
to the Form 8-K described in Section 6.02 above that includes the financial
statements and pro forma financial information prepared pursuant to Regulation
S-X for the periods specified in Rule 3.05(b).

      


      SECTION
6.07.  Further Action; Consents;
Filings.  Upon the terms and subject to the conditions hereof,
each of the parties hereto shall use its reasonable best efforts to (i) take, or
cause to be taken, all appropriate action and do, or cause to be done, all
things necessary, proper or advisable under applicable law or otherwise to
consummate and make effective the Exchange and the other transactions
contemplated by this Agreement, (ii) obtain from Governmental Entities any
consents, licenses, permits, waivers, approvals, authorizations or orders
required to be obtained or made by Legacy or Mint Leasing or any of their
subsidiaries in connection with the authorization, execution and delivery of
this Agreement and the consummation of the Exchange and the other transactions
contemplated by this Agreement and (iii) make all necessary filings, and
thereafter make any other required submissions, with respect to this Agreement,
the Exchange and the other transactions contemplated by this Agreement required
under (A) the Exchange Act and the Securities Act and the rules and regulations
thereunder and any other applicable federal or state securities laws and (B) any
other applicable Law.  The parties hereto shall cooperate with each
other in connection with the making of all such filings, including by providing
copies of all such documents to the non-filing party and its advisors prior to
filing and, if requested, by accepting all reasonable additions, deletions or
changes suggested in connection therewith.

      


      SECTION
6.08.  Reserved

      


      SECTION
6.09.  Agreement to Deliver
Shares. As
the owner of a majority of the shares of Mint Leasing Securities, Shareholder
agrees to vote his shares of Mint Leasing Securities in favor of approving this
Agreement and the transactions contemplated hereby and not to approve or support
any competing transaction,

      


      SECTION
6.10.  Plan
of Exchange.  This Agreement is intended to constitute a "plan
of reorganization" within the meaning of section 1.368-2(g) of the income tax
regulations promulgated under the Code.  From and after the date of
this Agreement and until the Effective Time, each party hereto shall use its
reasonable best efforts to cause the Exchange to qualify, and will not knowingly
take any action, cause any action to be taken, fail to take any action or cause
any action to fail to be taken which action or failure to act could prevent the
Exchange from qualifying, as a reorganization under the provisions of section
368(a) of the Code.  Following the Effective Time, neither Legacy nor
any of its affiliates shall knowingly take any action, cause any action to be
taken, fail to take any action or cause any action to fail to be taken, which
action or failure to act could cause the Exchange to fail to qualify as a
reorganization under section 368(a) of the Code.


      
        
           


        

        
          Page
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      SECTION
6.11.  Board
of Directors of Legacy.  On the Effective Date, the present
Directors of Legacy shall cause the appointment of Jerry Parish and Victor
Garcia to the Board of Directors of Legacy.

      


      SECTION
6.12.  Public
Announcements.  The initial press release relating to this
Agreement shall be a joint press release the text of which has been agreed to by
each of Legacy and Mint Leasing.

      


      


      ARTICLE
VII

      CONDITIONS
TO THE REORGANIZATION

      


      SECTION
7.01.  Conditions to the
Obligations of Each Party.  The obligations of Mint Leasing,
Legacy and Shareholder to consummate the Exchange are subject to the
satisfaction or waiver (where permissible) of the following
conditions:

      


      (a)           this
Agreement and the issuance of the Exchange Consideration pursuant to the terms
of the Exchange, as the case may be, contemplated hereby shall have been
approved and adopted by the requisite affirmative vote of (i) the shareholders
of Mint Leasing in accordance with the General Corporation Law of Texas and Mint
Leasing's Articles of Incorporation and (ii) the board of directors of Legacy in
accordance with the rules of the OTC, the Nevada Revised Statutes and Legacy's
Articles of Incorporation;

      


      (b)           no
Governmental Entity or court of competent jurisdiction located or having
jurisdiction in the United States shall have enacted, issued, promulgated,
enforced or entered any law, rule, regulation, judgment, decree, executive order
or award (an "Order") which is then in effect and has the effect of making the
Exchange illegal or otherwise prohibiting consummation of the Exchange;
and

      


      (c)           all
consents, approvals and authorizations legally required to be obtained to
consummate the Exchange shall have been obtained from and made with all
Governmental Entities.

      


      SECTION
7.02.  Conditions to the
Obligations of Legacy .  The obligations of Legacy to
consummate the Exchange are subject to the satisfaction or waiver (where
permissible) of the following additional conditions:

      


      (a)           to
the best of Mint Leasing's knowledge and belief, each of the representations and
warranties of Mint Leasing contained in this Agreement shall be true and correct
as of the Effective Time as though made on and as of the Effective Time, except
where failure to be so true and correct would not have a Mint Leasing Material
Adverse Effect, and except that those representations and warranties which
address matters only as of a particular date shall remain true and correct as of
such date, except where failure to be so true and correct would not have a Mint
Leasing Material Adverse Effect, and Legacy shall have received a certificate of
the Managing Director of Mint Leasing substantially in the form of Exhibit F to
such effect;


      
        
           


        

        
          Page
23

          
            

          

        

        
           


        

      


      (b)           Mint
Leasing shall have performed or complied with all agreements and covenants
required by this Agreement to be performed or complied with by it on or prior to
the Effective Time, except where the failure to so comply would not have a Mint
Leasing Material Adverse Effect, and Legacy shall have received a certificate of
the Managing Director of Mint Leasing substantially in the form of Exhibit
F;

      


      (c)           Legacy
shall have received an investment representation from each Mint Leasing
Shareholder substantially in the form of Exhibit F.

      


      (d)           The
consummation of the transactions contemplated by this Agreement shall have been
approved at or before the Closing by the affirmative vote of the holders of not
less than a majority of Mint Leasing's common stock, and shall have received any
other shareholder approval necessary to the consummation of the transactions
contemplated by this Agreement.

      


      SECTION
7.03.  Conditions to the
Obligations of Mint Leasing.  The obligations of Mint Leasing
to consummate the Exchange are subject to the satisfaction or waiver (where
permissible) of the following additional conditions:

      


      (a)           each
of the representations and warranties of Legacy contained in this Agreement
shall be true and correct as of the Effective Time, as though made on and as of
the Effective Time, except where the failure to be so true and correct would not
have a Legacy Material Adverse Effect, and except that those representations and
warranties which address matters only as of a particular date shall remain true
and correct as of such date, except where the failure to be so true and correct
would not have a Legacy Material Adverse Effect, and Mint Leasing shall have
received a certificate of the Chief Executive Officer or Chief Financial Officer
of Legacy substantially in the form of Exhibit E to such effect;

      


      (b)           Legacy
shall have performed or complied with all agreements and covenants required by
this Agreement to be performed or complied with by it on or prior to the
Effective Time, except where the failure to comply would not have a Legacy
Material Adverse Effect, and Mint Leasing shall have received a certificate of
the Chief Executive Officer or Chief Financial Officer of Legacy substantially
in the form of Exhibit E to that effect;

      


      (c)           Mint
Leasing shall have received on the Closing Date an opinion, dated the Closing
Date, of Sonfield & Sonfield, counsel for the Legacy in form and substance
satisfactory to counsel for Mint Leasing, to the effect that:


      
        
           


        

        
          Page
24

          
            

          

        

        
           


        

      


      (i)          Legacy
is a corporations validly existing and in good standing under the laws of the
States of Nevada with all requisite power and authority to own, lease, license,
and use their respective properties and assets and to carry on the business in
which each is now engaged.

      


      (ii)        All
necessary proceedings of Legacy have been duly taken to authorize the execution,
delivery, and performance of this Agreement by Legacy.

      


      (iii)       Legacy
have all requisite corporate power and authority to execute, deliver, and
perform this Agreement, and this Agreement has been duly authorized, executed,
and delivered by Legacy, constitutes the legal, valid, and binding obligation of
Legacy, and (subject to applicable bankruptcy, insolvency, and other laws
affecting the enforceability of creditors' rights generally) is enforceable as
to Legacy in accordance with its terms.

      


      (iv)      
The execution, delivery, and performance of this Agreement by Legacy will not
violate or result in a breach of any term of Legacy's certificate of
incorporation or by-laws; and the execution, delivery, and performance of this
Agreement by Legacy will not violate, result in a breach of, conflict with, or
(with or without the giving of notice or the passage of time or both) entitle
any party to terminate or call a default under any terms of any agreement to
which Legacy is a party.

      


      (v)       
After reasonable investigation, such counsel has no actual knowledge of any
consent, authorization, approval, order, license, certificate, or permit of or
from, or declaration or filing with, any federal, state, local, or other
governmental authority or any court or other tribunal which is required of
Legacy for the execution, delivery, or performance of this Agreement by
Legacy.

      


      (vi)       After
reasonable investigation, such counsel has no actual knowledge of any
litigation, arbitration, governmental or other proceeding (formal or informal),
or investigation pending or threatened with respect to Legacy, or any of their
respective business, properties, or assets that (i) can reasonably be expected
to result in any materially adverse change in the financial condition, results
of operations, business, properties, liabilities, or future prospects of Legacy
taken as a whole or (ii) seeks to prohibit or otherwise challenge the
consummation of the transactions contemplated by this Agreement, or to obtain
substantial damages with respect thereto, except as disclosed in this
Agreement.

      


      (vii)      the
Shares to be issued by the Legacy hereunder have been duly authorized and, when
issued and when delivered to Mint Leasing Shareholders as provided by this
Agreement, will be validly issued, fully paid and non-assessable, and the
issuance of such Shares will not be subject to any preemptive or similar
rights;

      


      In giving
such opinions Sonfield & Sonfield may state that their opinion and belief
are based upon their participation in the preparation of the Agreement and any
amendments or supplements thereto and documents incorporated therein by
reference and review and discussion of the contents thereof, but is without
independent check or verification except as specified.


      
        
           


        

        
          Page
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      ARTICLE
VIII

      TERMINATION,
AMENDMENT AND WAIVER

      


      SECTION
8.01.  Termination.  This
Agreement may be terminated and the Exchange and the other transactions
contemplated by this Agreement may be abandoned at any time prior to the
Effective Time, notwithstanding any requisite approval and adoption of this
Agreement and the transactions contemplated by this Agreement, as
follows:

      


      (a)         
 by mutual written consent duly authorized by the Boards of Directors of
each of Legacy and Mint Leasing;

      


      (b)           by
either Legacy or Mint Leasing if the Effective Time shall not have occurred on
or before August 14, 2008 provided, however, that the right to terminate this
Agreement under this Section 8.01(b) shall not be available to any party whose
failure to fulfill any obligation under this Agreement has been the cause of, or
resulted in, the failure of the Effective Time to occur on or before such
date;

      


      (c)           there
shall be any Order which is final and non-appealable preventing the consummation
of the Exchange;

      


      (d)           by
Legacy upon a breach of any material representation, warranty, covenant or
agreement on the part of Mint Leasing set forth in this Agreement, or if any
representation or warranty of Mint Leasing shall have become untrue, in either
case such that the conditions set forth in Section 7.02(a) and Section 7.02(b)
would not be satisfied ("Terminating Mint Leasing Breach"); provided, however,
that, if such Terminating Mint Leasing Breach is curable by Mint Leasing through
the exercise of its best efforts and for so long as Mint Leasing continues to
exercise such best efforts, Legacy may not terminate this Agreement under this
Section 8.01(d).

      


      (e)           by
Mint Leasing upon a breach of any material representation, warranty, covenant or
agreement on the part of Legacy set forth in this Agreement, or if any
representation or warranty of Legacy shall have become untrue, in either case
such that the conditions set forth in Section 7.03(a) and Section 7.03(b) would
not be satisfied ("Terminating Legacy Breach"); provided, however, that, if such
Terminating Mint Leasing Breach is curable by Legacy through the exercise of its
best efforts and for so long as Legacy continues to exercise such best efforts,
Mint Leasing may not terminate this Agreement under this Section
8.01(e).

      


      SECTION
8.02.  Effect of
Termination.  Except as provided in Section 9.01, in the event
of termination of this Agreement pursuant to Section 8.01, this Agreement shall
forthwith become void, there shall be no liability under this Agreement on the
part of Legacy or Mint Leasing or any of their respective officers or directors,
and all rights and obligations of each party hereto shall cease, provided,
however, that nothing herein shall relieve any party from liability for the
willful breach of any of its representations, warranties, covenants or
agreements set forth in this Agreement.


      
        
           


        

        
          Page
26

          
            

          

        

        
           


        

      


      SECTION
8.03.  Amendment.  This
Agreement may be amended by the parties hereto by action taken by or on behalf
of their respective Boards of Directors at any time prior to the Effective Time;
provided, however, that, after the approval of this Agreement by the
shareholders of Mint Leasing, no amendment may be made which would reduce the
amount or change the type of consideration into which each Share shall be
converted upon consummation of the Exchange.  This Agreement may not
be amended except by an instrument in writing signed by the parties
hereto.

      


      SECTION
8.04.  Waiver.  At
any time prior to the Effective Time, any party hereto may (a) extend the time
for the performance of any obligation or other act of any other party hereto,
(b) waive any inaccuracy in the representations and warranties contained herein
or in any document delivered pursuant hereto, and (c) waive compliance with any
agreement or condition contained herein.  Any such extension or waiver
shall be valid if set forth in an instrument in writing signed by the party or
parties to be bound thereby.

      


      SECTION
8.05.  Expenses.  All
Expenses (as defined below) incurred in connection with this Agreement and the
transactions contemplated by this Agreement shall be paid by the party incurring
such expenses, whether or not the Exchange or any other transaction is
consummated. "Expenses" as used in this Agreement shall include all reasonable
out-of-pocket expenses (including, without limitation, all fees and expenses of
counsel, accountants, investment bankers, experts and consultants to a party
hereto and its affiliates) incurred by a party or on its behalf in connection
with or related to the authorization, preparation, negotiation, execution and
performance of this Agreement and all other matters related to the closing of
the Exchange and the other transactions contemplated by this
Agreement.

      


      


      ARTICLE
IX

      GENERAL
PROVISIONS

      


      SECTION
9.01.  Non-Survival of
Representations, Warranties and Agreements.  The
representations, warranties and agreements in this Agreement and in any
certificate delivered pursuant hereto shall terminate at the Effective Time or
upon the termination of this Agreement pursuant to Section 8.01, as the case may
be, except that the agreements set forth in Articles I and II and Sections 6.01,
6.02, 6.05, 6.06 and this Article IX shall survive the Effective Time and those
set forth in Sections 8.02 and 8.05 and this Article IX shall survive
termination.

      


      SECTION
9.02.  Notices.  All
notices, requests, claims, demands and other communications hereunder shall be
in writing and shall be given (and shall be deemed to have been duly given upon
receipt) by delivery in person, by cable, telecopy, facsimile, telegram or telex
or by registered or certified mail (postage prepaid, return receipt requested)
to the respective parties at the following addresses (or at such other address
for a party as shall be specified in a notice given in accordance with this
Section 9.02):


      
        
           


        

        
          Page
27

          
            

          

        

        
           


        

      


      if to
Legacy:

      


      Legacy
Communications Corporation.

      210 North
1000 East

      St.
George, UT

      Telephone:
(435) 628-1000

      


      if to
Mint Leasing:

      


      The Mint
Leasing, Inc.

      323 N.
Loop West

      Houston,
Tx 77008

      Attn:  Jerry
Parish, President & CEO

      Facsimile:
(713) 665-8311

      


      with a copy to (which shall not
constitute notice to Mint Leasing):

      


      Robert L.
Sonfield, Jr., Esq.

      Sonfield
& Sonfield

      770 South
Post Oak Lane, Suite 435

      Houston,
Texas  77056-1937

      Facsimile:  (713)
877-1547

      


      SECTION
9.03.  Certain
Definitions.  For purposes of this Agreement, the
term:

      


      (a)           "affiliate" of a specified
person means a person who directly or indirectly through one or more
intermediaries controls, is controlled by, or is under common control with such
specified person;

      


      (b)           "control" (including the terms
"controlled by" and
"under common control
with") means the possession, directly or indirectly or as trustee or
executor, of the power to direct or cause the direction of the management and
policies of a person, whether through the ownership of voting securities, as
trustee or executor, by contract or credit arrangement or
otherwise;

      


      (c)           "knowledge" means, with
respect to any matter in question, that the executive officers of Mint Leasing
or Legacy, as the case may be, have actual knowledge of such
matter;

      


      (d)           "person" means an individual,
corporation, partnership, limited partnership, syndicate, person (including,
without limitation, a "person" as defined in section 13(d)(3) of the Exchange
Act), trust, association or entity or government, political subdivision, agency
or instrumentality of a government; and

      


      (e)           "subsidiary" or "subsidiaries" of any person
means any corporation, partnership, joint venture or other legal entity of which
such person (either alone or through or together with any other subsidiary)
owns, directly or indirectly, more than 50% of the stock or other equity
interests, the holders of which are generally entitled to vote for the election
of the board of directors or other governing body of such corporation or other
legal entity.


      
        
           


        

        
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28

          
            

          

        

        
           


        

      


      SECTION
9.04.  Severability.  If
any term or other provision of this Agreement is invalid, illegal or incapable
of being enforced by any rule of Law or public policy, all other conditions and
provisions of this Agreement shall nevertheless remain in full force and effect
so long as the economic or legal substance of the transactions contemplated by
this Agreement is not affected in any manner materially adverse to any
party.  Upon such determination that any term or other provision is
invalid, illegal or incapable of being enforced, the parties hereto shall
negotiate in good faith to modify this Agreement so as to effect the original
intent of the parties as closely as possible in a mutually acceptable manner in
order that the transactions contemplated by this Agreement be consummated as
originally contemplated to the fullest extent possible.

      


      SECTION
9.05.  Assignment; Binding Effect;
Benefit.  Neither this Agreement nor any of the rights,
interests or obligations hereunder shall be assigned by any of the parties
hereto (whether by operation of law or otherwise) without the prior written
consent of the other parties.  Subject to the preceding sentence, this
Agreement shall be binding upon and shall inure to the benefit of the parties
hereto and their respective successors and assigns.

      


      SECTION
9.06.  Incorporation of
Exhibits.  Mint Leasing Disclosure Schedule, the Legacy
Disclosure Schedule and all Exhibits attached hereto and referred to herein are
hereby incorporated herein and made a part hereof for all purposes as if fully
set forth herein.

      


      SECTION
9.07.  Specific
Performance.  The parties hereto agree that irreparable damage
would occur in the event any provision of this Agreement was not performed in
accordance with the terms hereof and that the parties shall be entitled to
specific performance of the terms hereof, in addition to any other remedy at law
or in equity.

      


      SECTION
9.08.  Governing Law;
Forum.  This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Texas.

      


      SECTION
9.09.  Headings.  The
descriptive headings contained in this Agreement are included for convenience of
reference only and shall not affect in any way the meaning or interpretation of
this Agreement.

      


      SECTION
9.10.  Counterparts.  This
Agreement may be executed and delivered (including by facsimile transmission) in
one or more counterparts, and by the different parties hereto in separate
counterparts, each of which when executed and delivered shall be deemed to be an
original but all of which taken together shall constitute one and the same
agreement.

      


      SECTION
9.11.  Entire
Agreement.  This Agreement (including the Exhibits) constitutes
the entire agreement among the parties with respect to the subject matter hereof
and supersede all prior agreements and understandings among the parties with
respect thereto.  No addition to or modification of any provision of
this Agreement shall be binding upon any party hereto unless made in writing and
signed by all parties hereto.

      


      


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        AGREEMENT
AND PLAN OF REORGANIZATION

        


        among

        


        LEGACY
COMMUNICATIONS CORPORATION

        


        THE MINT
LEASING, INC.

        


        and

        


        THE
SHAREHOLDERS OF THE MINT LEASING, INC.

        


        EXECUTION
PAGE

        


        IN
WITNESS WHEREOF, Legacy, Shareholder and Mint Leasing have caused this Agreement
to be executed as of the date first written above by their respective officers
thereunto duly authorized.

        


        LEGACY,
INC.

        


        


        
          	
                  Attest
      by:  

                	
                  /s/ Michael
      Hluchanek

                	
                  By:

                	
                  /s/ Michael
      Hluchanek

                
	 
      	
                  Michael
      J. Hluchanek,

                	 
      	
                  Michael
      J. Hluchanek,

                
	 
      	
                  Secretary

                	 
      	
                  President  &
      Chief Executive Officer

                


        

        


        


        THE MINT
LEASING, INC.

        


        


        
          	
                  Attest
      by:  

                	
                  /s/ Jerry
      Parish

                	
                  By:

                	
                  /s/ Jerry
      Parish

                
	 
      	
                  Name:
      Jerry Parish

                	 
      	
                  Name:
      Jerry Parish

                
	 
      	
                  Title:
      Secretary

                	 
      	
                  Title:
      President & CEO

                
	 
      	 
      	 
      	 
      
	
                  SHAREHOLDERS
      OF THE MINT LEASING, INC.

                	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                  /s/ Jerry
      Parish

                	 
      	
                  /s/ Jerry
      Parish

                
	 
      	
                  Jerry
      Parish,  Shareholder

                	 
      	
                  Jerry
      Parish, Trustee, Shareholder

                


        

      

       

       

      30