Exhibit 10.2


 


PLAN OF REORGANIZATION AND ACQUISITION


BY WHICH


SALTY’S WAREHOUSE, INC.


(A FLORIDA CORPORATION)


SHALL BE ACQUIRED FROM


NUCOTEC, INC.


(A NEVADA CORPORATION)


 


 


This PLAN OF REORGANIZATION AND ACQUISITION (“Agreement”)
is made and dated this 19th day of March 2004 by and between the
Parties, as described below, and shall become effective on the “Closing Date”
as defined herein.


 


I.                                         THE INTERESTED PARTIES


 


A.                                   THE
PARTIES TO THIS AGREEMENT


 


1.               Nucotec, Inc., a
Nevada corporation (“Nucotec”).


 


2.               Salty’s Warehouse,
Inc., a Florida corporation (“Salty’s”).


 


3.               Steven W. Hudson
and Earl T. Shannon (the “Salty’s Shareholders”).


 


4.               Nucotec, Salty’s
and the Salty’s Shareholders may be referred to collectively herein as the “Parties.”  Nucotec and Salty’s may be referred to
collectively herein as the “Corporations.”


 


II.                                     RECITALS


 


A.                                   THE
CAPITAL OF NUCOTEC AND SALTY’S


 


1.               The capital of
Nucotec consists of 10,000,000 shares of common stock, $ .001 par value,
authorized, of which 6,076,000 are issued and outstanding as of the date of
this Agreement.


 


2.               The capital of
Salty’s consists of 100 shares of common stock, no par value, authorized, of
which 100 shares are issued and outstanding (the “Salty’s Shares”), and which
are owned as follows:


 


(a)          Steven W. Hudson owns 10
shares of Salty’s common stock;


 


(b)          Earl T. Shannon owns 10
shares of Salty’s common stock; and


 


(c)          Nucotec owns 80 shares
of Salty’s common stock.


 


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B.                                     THE
BACKGROUND FOR THE ACQUISITION


 


The Salty’s Shareholders
desire to acquire the 80 shares of common stock of Salty’s owned by Nucotec and
Nucotec desires to acquire 5,110,200 shares of Nucotec common stock which is
currently owned by the Salty’s Shareholders. 
The Salty’s Shareholders wish to exchange their 5,110,200 shares of
Nucotec with Nucotec for 80 shares of Salty’s.


 


III.               CONDITIONS PRECEDENT TO REORGANIZATION


 


A.                                   DIRECTOR
APPROVAL


 


If required, the Board of
Directors of each of the Corporations respectively shall have determined that
it is advisable and in the best interests of each of them and both of them to
proceed with the exchange by Nucotec of Salty’s common stock for Nucotec common
stock, in accordance with IRS Section 354(a) and 368(a).


 


B.                                     SHAREHOLDER
APPROVAL


 


If required, the
shareholders of the Corporations shall have approved the acquisition and this
Agreement in a manner consistent with the laws of its respective jurisdiction
and its respective constituent documents.


 


C.                                     EFFECTIVE
DATE


 


This Plan of
Reorganization and Acquisition shall become effective on a date designated
hereinafter as the “Closing Date,” provided that the following conditions
precedent shall have been met, or waived in writing by the Parties:


 


1.                     Each Party
shall have furnished to the other Party all corporate and financial information
which is customary and reasonable, to conduct its respective due diligence,
normal for this kind of transaction.  If
any Party determines that there is a reason not to complete this Plan of
Reorganization and Acquisition as a result of their due diligence examination,
then they must give written notice to the other Parties prior to the expiration
of the due diligence examination period. 
The Due Diligence period, for purposes of this paragraph, shall expire
on a date determined by the Parties, which shall be no later than five days
after the Closing Date.


 


2.                                       The
Board of Directors of each Corporation shall have determined to proceed with
this Plan of Reorganization and Acquisition.


 


3.                                       All
of the terms, covenants and conditions of this Plan of Reorganization and
Acquisition to be complied with or performed by each Party for Closing shall
have been complied with, performed or waived in writing.


 


4.                                       The
representations and warranties of the Parties, contained in this Plan of
Reorganization and Acquisition, as herein contemplated, except as amended,
altered or waived by the Parties in writing, shall be true and correct in all
material respects at the Closing Date with 


 


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the same force and effect as if such representations
and warranties are made at and as of such time.


 


D.                                    TERMINATION


 


This Plan of
Reorganization and Acquisition may be terminated at any time prior to the
Closing Date, whether before or after approval by the shareholders of the
Parties: (i) by mutual consent of the Parties; or (ii) by any Party if any
other Party is unable to meet the specific conditions precedent applicable to
its performance within a reasonable time. 
In the event that termination of this Plan of Reorganization and
Acquisition occurs, as provided above, this Plan of Reorganization and
Acquisition shall forthwith become void and there shall be no liability on the
part of any Party or its respective officers and directors.


 


IV.              PLAN
OF ACQUISITION


 


A.                                   REORGANIZATION
AND ACQUISITION


 


Nucotec and Salty’s are
hereby reorganized, such that the Salty’s Shareholders shall acquire all of the
issued and outstanding capital stock of Salty’s with all of its current assets,
liabilities and businesses from Nucotec, and Salty’s shall then become wholly
owned by the Salty’s Shareholders (the “Reorganization”).


 


B.                                     SURVIVING
CORPORATIONS


 


Both Nucotec and Salty’s
shall survive the Reorganization herein contemplated and shall continue to be
governed by the laws of their respective jurisdiction.


 


C.                                     SURVIVING
ARTICLES OF INCORPORATION


 


The Articles of
Incorporation of both Nucotec and Salty’s shall remain in full force and
effect, unchanged, except as specified herein.


 


D.                                    SURVIVING
BYLAWS


 


The Bylaws of both
Nucotec and Salty’s shall remain in full force and effect, unchanged.


 


E.                                      ISSUANCE
OF STOCK


 


                                                At
Closing, Nucotec shall return stock certificate number 8, dated May 10, 2002,
representing 80 shares of Salty’s to Salty’s and Salty’s shall issue and
deliver stock certificates of Salty’s to the Salty’s Shareholders, representing
a total of 80 newly issued shares of its common stock as follows:


 


1.                     Earl T.
Shannon shall receive 40 shares of Salty’s common stock; and


 


2.                     Steven W.
Hudson shall receive 40 shares of Salty’s common stock.


 


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Also at the Closing, the
Salty’s Shareholders shall return stock certificates totaling 5,110,200 shares
of Nucotec common stock to Nucotec.


 


F.                                      FURTHER
ASSURANCE, GOOD FAITH AND FAIR DEALING


 


The Directors of each
Corporation and each Salty’s Shareholder shall and will execute and deliver any
and all necessary documents, acknowledgments and assurances and do all things
proper to confirm or acknowledge any and all rights, titles and interests
created or confirmed herein; and all Parties covenant hereby to deal fairly and
in good faith with each other and each others shareholders.


 


V.                  GENERAL MUTUAL REPRESENTATIONS AND WARRANTIES


 


The purpose and general
import of the Mutual Representations and Warranties are that each Party has
made appropriate full disclosure to the others, that no material information
has been withheld, and that the information exchanged is accurate, true and
correct.


 


A.                                   ORGANIZATION
AND QUALIFICATION


 


Each Corporation warrants
and represents that it is duly organized and in good standing, and is duly
qualified to conduct any business it may be conducting, as required by law or
local ordinance.


 


B.                                     CORPORATE
AUTHORITY


 


Each Party warrants and
represents that it has corporate authority, under the laws of its jurisdiction
and its constituent documents, to do each and every element of performance to
which it has agreed, and which is reasonably necessary, appropriate and lawful,
to carry out this Agreement in good faith.


 


C.                                     OWNERSHIP
OF ASSETS AND PROPERTY


 


Each Corporation warrants
and represents that it has lawful title and ownership of its property as
reported to the other, and as disclosed in its financial statements.


 


D.                                    ABSENCE
OF CERTAIN CHANGES OR EVENTS


 


Each Party warrants and
represents that there are no material changes of circumstances or events which
have not been fully disclosed to the other Party, and which, if different than
previously disclosed in writing, have been disclosed in writing as currently as
is reasonably practicable.


 


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E.                                      ABSENCE
OF UNDISCLOSED LIABILITIES


 


Each Corporation warrants
and represents specifically that it has, and has no reason to anticipate
having, any material liabilities which have not been disclosed to the other
parties, in the financial statements or otherwise in writing.


 


F.                                      LEGAL
PROCEEDINGS


 


Each Corporation warrants
and represents that there are no legal proceedings, administrative or
regulatory proceeding, pending or suspected, which have not been fully
disclosed in writing to the other.


 


G.                                     NO
BREACH OF OTHER AGREEMENTS


 


Each Party warrants and
represents that this Agreement, and the faithful performance of this Agreement,
will not cause any breach of any other existing agreement, or any covenant,
consent decree, or undertaking by either, not disclosed to the other.


 


G.                                     CAPITAL
STOCK


 


Each Corporation warrants
and represents that the issued and outstanding shares and all shares of capital
stock of such Corporation, is as detailed herein, that all such shares are in
fact issued and outstanding, duly and validly issued, were issued as and are
fully paid and non-assessable shares, and that, other than as represented in
writing, there are no other securities, options, warrants or rights
outstanding, to acquire further shares of such Corporation, except as has been
disclosed to the other parties.


 


H.                                    BROKERS’
OR FINDER’S FEES


 


Other than as described
herein, each Party warrants and represents that it is aware of no claims for
brokers’ fees, or finders’ fees, or other commissions or fees, by any person
not disclosed to the other, which would become, if valid, an obligation of any
Party.


 


VI.                                REPRESENTATIONS
AND WARRANTIES OF SALTY’S SHAREHOLDERS.


 


Each Salty’s Shareholder represents and warrants to
Nucotec that:


 


A.                                   INVESTMENT


 


Each Salty’s Shareholder:


 


1.                                       Understands
that the Salty’s Shares have not been, and will not be, registered under the
Securities Act of 1933, as amended, (the “Securities Act”), or under any state
securities laws, and are being offered and sold in reliance upon federal and
state exemptions for transactions not involving any public offering, which
depends upon, among other things, the accuracy of the required representations
and warranties of Shareholders;


 


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2                                          Understands
that there shall be imprinted on the face of each certificate representing the
Salty’s Shares acquired by Salty’s Shareholders the following legend:


 


THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”).  THE SECURITIES HAVE BEEN ACQUIRED FOR
INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF
IN THE ABSENCE OF A CURRENT AND EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT
WITH RESPECT TO SUCH SECURITIES, OR AN OPINION OF THE ISSUER’S COUNSEL TO THE
EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT.


 


3                                          Understands
that the Salty’s Shares must be held indefinitely unless subsequently
registered under the Securities Act or an exemption from such registration is
available, and Shareholders acknowledge that neither Nucotec nor Salty’s has
any obligation whatsoever to register the Salty’s Shares under that Act;


 


4                                          Understands
the provisions of Rule 144 (the “Rule”) promulgated under the Act permit
limited resale of securities purchased in a private transaction, subject to the
satisfaction of certain conditions as set forth in the Rule;


 


5                                          Is
acquiring the Salty’s Shares solely for the account of such Salty’s Shareholder
for investment purposes, and not with a view to the distribution thereof;


 


6                                          Is
an accredited investor with knowledge and experience in business and financial
matters;


 


7                                          Has
had the opportunity to obtain such information as such Shareholder desired in order
to evaluate the merits and the risks inherent in acquiring and holding the
Salty’s Shares;


 


8                                          Is
able to bear the economic risk and lack of liquidity inherent in holding the
Salty’s Shares; and


 


9                                          Is
familiar with the requirements required to be designated as an Accredited
Investor, and is such an Accredited Investor.


 


B.                                     INFORMATION


 


Salty’s Shareholders understand that they are
acquiring the Salty’s Shares without being furnished any offering literature or
prospectus.  The Salty’s Shareholders acknowledges that Salty’s Shareholders have
obtained such information or data as Salty’s Shareholders may deem appropriate
in order to provide the Salty’s Shareholders with the basis of making an
informed investment decision with respect to the acquisition of the Salty’s
Shares.  The Salty’s Shareholders
have been given the opportunity to meet with representatives of Nucotec and 


 


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Salty’s and to have such representatives answer any questions and
provide any additional information regarding the terms and conditions of an
investment in the Salty’s Shares as deemed relevant by the Salty’s Shareholder
or as a result of any independent investigations made by any Salty’s
Shareholder or by any Salty’s Shareholder’s representative.


 


C.                                     SALTY’S
SHARES


 


Each Shareholder holds of record and owns beneficially
the number of Salty’s Shares set forth in Section II A 2 of this Agreement,
free and clear of any restrictions on transfer (other than any restrictions
under the Securities Act and state securities laws), taxes, security interests,
options, warrants, purchase rights, contracts, commitments, equities, claims,
and demands.  No Salty’s Shareholder is a
party to any option, warrant, purchase right, or other contract or commitment
that could require the Shareholder to sell, transfer, or otherwise dispose of
any Salty’s Shares (other than this Agreement). 
The Salty’s Shares held by each such Salty’s Shareholder represents all
of the issued and outstanding capital stock of Salty’s owned by such Salty’s
Shareholder.


 


VII.                            INDEMNIFICATION


 


Both Corporations shall, and from and after the
Closing Date, indemnify, defend and hold harmless each person who is now, or
has been at any time prior to the date hereof or who becomes prior to the
Closing Date, an officer or director of either Corporation (the “Indemnified
Parties”) against all losses, claims, damages, costs, expenses (including
reasonable attorneys’ fees and expenses), liabilities or judgments or amounts
that are paid in settlement with the approval of the indemnifying Corporation
of or in connection with any threatened or actual claim, action, suit,
proceeding or investigation based on or arising out of the fact that such
person is or was a director or officer of either Corporation whether pertaining
to any matter existing or occurring at or prior to the Closing Date and whether
asserted or claimed prior to, or at or after, the Closing Date (“Indemnified
Liabilities”), including all Indemnified Liabilities based on, or arising out
of, or pertaining to this Agreement or the transactions contemplated hereby, in
each case, to the full extent each Corporation is permitted under the laws of
its respective state of incorporation to indemnify directors or officers.


 


Without limiting the foregoing,
in the event any such claim, action, suit, proceeding or investigation is
brought against any Indemnified Parties (whether arising before or after the
Closing Date), (i) the Indemnified Parties may retain counsel satisfactory to
them and the Corporations shall pay all fees and expenses of such counsel for
the Indemnified Parties promptly as statements therefore are received; and (ii)
each party shall use all reasonable efforts to assist in the vigorous defense
of any such matter, provided that each party shall not be liable for any
settlement effected without its prior written consent. Any Indemnified Party
wishing to claim indemnification under this section, upon learning of any such
claim, action, suit, proceeding or investigation, shall notify the Parties (but
the failure so to notify shall not relieve a party from any liability which it
may have under this section except to the extent such failure prejudices such
party). The Indemnified Parties as a group may retain only one law firm to
represent them with respect to each such matter unless there is, under
applicable standards of professional conduct, a conflict on any significant
issue between the positions of any two or 


 


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more Indemnified Parties.
The Parties agree that all rights to indemnification, including provisions
relating to advances of expenses incurred in defense of any action or suit,
existing in favor of the Indemnified Parties with respect to matters occurring
through the Closing Date, shall survive the reverse acquisition and shall
continue in full force and effect for a period of not less than seven years
from the Closing Date; provided, however, that all rights to indemnification in
respect of any Indemnified Liabilities asserted or made within such period
shall continue until the disposition of such Indemnified Liabilities.


 


The provisions of this
section are intended to be for the benefit of, and shall be enforceable by,
each Indemnified Party, his or her heirs and his or her personal
representatives and shall be binding upon all successors and assigns of all
Parties.


 


VIII.                        DEFAULT, AMENDMENT AND WAIVER


 


A.                                   DEFAULT


 


Upon a breach or default
under this Agreement by any of the Parties (following the cure period provided
herein), the non-defaulting Parties shall have all rights and remedies given
hereunder or now or hereafter existing at law or in equity or by statute or
otherwise. Notwithstanding the foregoing, in the event of a breach or default
by any Party hereto in the observance or in the timely performance of any of
its obligations hereunder which is not waived by the non-defaulting Parties,
such defaulting Party shall have the right to cure such default within 15 days
after receipt of notice in writing of such breach or default.


 


B.                                     WAIVER
AND AMENDMENT


 


Any term, provision,
covenant, representation, warranty, or condition of this Agreement may be
waived, but only by a written instrument signed by the Parties entitled to the
benefits thereof. The failure or delay of any party at any time or times to
require performance of any provision hereof or to exercise its rights with
respect to any provision hereof shall in no manner operate as a waiver of or
affect such party’s right at a later time to enforce the same. No waiver by any
Party of any condition, or of the breach of any term, provision, covenant,
representation, or warranty contained in this Agreement, in any one or more
instances, shall be deemed to be or construed as a further or continuing waiver
of any such condition or breach or waiver of any other condition or of the
breach of any other term, provision, covenant, representation, or warranty. No
modification or amendment of this Agreement shall be valid and binding unless
it be in writing and signed by all Parties hereto.


 


D.                  MISCELLANEOUS


 


A. EXPENSES


 


Whether or not the
transactions contemplated hereby are consummated, each of the Parties hereto
shall bear all taxes of any nature (including, without limitation, income,
franchise, transfer, and sales taxes) and all fees and expenses relating to or
arising from its compliance with the various provisions of this Agreement and
such Party’s covenants to be performed hereunder, 


 


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and except as otherwise
specifically provided for herein, each of the Parties hereto agrees to pay all
of its own expenses (including, without limitation, attorneys and accountants’
fees, and printing expenses) incurred in connection with this Agreement, the
transactions contemplated hereby, the negotiations leading to the same and the
preparations made for carrying the same into effect, and all such taxes, fees,
and expenses of the Parties hereto shall be paid prior to Closing.


 


B.                                     NOTICES


 


                                                Any notice, request, instruction, or
other document required by the terms of this Agreement, or deemed by any of the
Parties hereto to be desirable, to be given to any other party hereto shall be
in writing and shall be given by facsimile, personal delivery, overnight
delivery, or mailed by registered or certified mail, postage prepaid, with
return receipt requested, to the following addresses:


 


	
  TO NUCOTEC:

  	
   

  	
  Nucotec, Inc.

  
	
   

  	
   

  	
  Attn: Earl W. Abbott

  
	
   

  	
   

  	
  3841 Amador Way

  
	
   

  	
   

  	
  Reno, Nevada 89502

  
	
   

  	
   

  	
   

  
	
  TO SALTY’S:

  	
   

  	
  Salty’s Warehouse, Inc.

  
	
   

  	
   

  	
  Attn: Earl T. Shannon

  
	
   

  	
   

  	
  1080 S.E. 3rd
  Avenue

  
	
   

  	
   

  	
  Ft. Lauderdale, FL
  33316

  
	
   

  	
   

  	
   

  
	
  TO STEVEN W. HUDSON:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Steven W. Hudson

  
	
   

  	
   

  	
  c/o Salty’s Warehouse,
  Inc.

  
	
   

  	
   

  	
  1080 S.E. 3rd
  Avenue

  
	
   

  	
   

  	
  Ft. Lauderdale, FL
  33316

  
	
   

  	
   

  	
   

  
	
  TO EARL T. SHANNON:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Earl T. Shannon

  
	
   

  	
   

  	
  c/o Salty’s Warehouse,
  Inc.

  
	
   

  	
   

  	
  1080 S.E. 3rd
  Avenue

  
	
   

  	
   

  	
  Ft. Lauderdale, FL
  33316

  
	
   

  	
   

  	
   

  
	
  WITH COPY TO:

  	
   

  	
  Oswald & Yap

  
	
   

  	
   

  	
  Attn: Lynne Bolduc,
  Esq.

  
	
   

  	
   

  	
  6148 Sand Canyon Avenue

  
	
   

  	
   

  	
  Irvine, CA 92618

  



 


The persons and addresses
set forth above may be changed from time to time by a notice sent as aforesaid.
If notice is given by facsimile, personal delivery, or overnight delivery in
accordance with the provisions of this Section, said notice shall be
conclusively deemed given at 


 


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the time of such delivery.
If notice is given by mail in accordance with the provisions of this Section,
such notice shall be conclusively deemed given seven days after deposit thereof
in the United States mail.


 


C.                                     ENTIRE
AGREEMENT


 


This Agreement, together
with any schedules and exhibits hereto, sets forth the entire agreement and
understanding of the Parties hereto with respect to the transactions
contemplated hereby, and supersedes all prior agreements, arrangements and
understandings related to the subject matter hereof. No understanding, promise,
inducement, statement of intention, representation, warranty, covenant, or
condition, written or oral, express or implied, whether by statute or
otherwise, has been made by any party hereto which is not embodied in this
Agreement, or in the schedules or exhibits hereto or the written statements,
certificates, or other documents delivered pursuant hereto or in connection
with the transactions contemplated hereby, and no party hereto shall be bound
by or liable for any alleged understanding, promise, inducement, statement,
representation, warranty, covenant, or condition not so set forth.


 


D.                                    SURVIVIAL
OF REPRESENTATIONS


 


All statements of fact
(including financial statements) contained in the schedules, the exhibits, the
certificates, or any other instrument delivered by or on behalf of the Parties
hereto, or in connection with the transactions contemplated hereby, shall be
deemed representations and warranties by the respective Party hereunder. All
representations, warranties, agreements, and covenants hereunder shall survive
the Closing and remain effective regardless of any investigation or audit at
any time made by or on behalf of the Parties or of any information a party may
have in respect hereto. Consummation of the transactions contemplated hereby
shall not be deemed or construed to be a waiver of any right or remedy
possessed by any party hereto, notwithstanding that such party knew or should
have known at the time of Closing that such right or remedy existed.


 


E.                                      INCORPORATION
BY REFERENCE


 


The schedules, exhibits,
and all documents (including, without limitation, all financial statements)
delivered as part hereof or incidents hereto are incorporated as a part of this
Agreement by reference.


 


F.                                      REMEDIES
CUMULATIVE


 


No remedy herein conferred upon the Parties is
intended to be exclusive of any


other remedy and each and every such remedy shall be cumulative and
shall be in addition to every other remedy given hereunder or now or hereafter
existing at law or in equity or by statute or otherwise.


 


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G.                                     EXECUTION OF ADDITIONAL DOCUMENTS


 


Each Party hereto shall
make, execute, acknowledge, and deliver such other instruments and documents,
and take all such other actions as may be reasonably required in order to
effectuate the purposes of this Agreement and to consummate the transactions
contemplated hereby.


 


H.                                    GOVERNING
LAW


 


This Agreement has been
negotiated and executed in the State of California and shall be construed and
enforced in accordance with the laws of such state.


 


I.                                         FORUM


 


Each of the Parties
hereto agrees that any action or suit which may be brought by any party hereto
against any other party hereto in connection with this Agreement or the
transactions contemplated hereby may be brought only in a federal or state
court in Orange County, California.


 


J.                                        PROFESSIONAL
FEES


 


In the event any Party
hereto shall commence legal proceedings against the other to enforce the terms
hereof, or to declare rights hereunder, as the result of a breach of any
covenant or condition of this Agreement, the prevailing party in any such
proceeding shall be entitled to recover from the losing party its costs of
suit, including reasonable attorneys’ fees, accountants’ fees, and experts’
fees.


 


K.                                    BINDING
EFFECT AND ASSIGNMENT


 


This Agreement shall
inure to the benefit of and be binding upon the Parties hereto and their
respective heirs, executors, administrators, legal representatives, and
assigns.


 


L.                                      COUNTERPARTS;
FACSIMILE SIGNATURES


 


This Agreement may be
executed simultaneously in one or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument. The Parties agree that facsimile signatures of this Agreement shall
be deemed a valid and binding execution of this Agreement.


 


M.                                 TAX-FREE
EXCHANGE


 


The
Parties agree that the acquisition of Salty’s by the Salty’s Shareholders shall
be treated as a “tax-free transaction” under Section 351 of the Internal
Revenue Code.


 


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This PLAN OF
REORGANIZATION AND ACQUISITION is executed on behalf of each Party by its duly
authorized representatives, and attested to, pursuant to the laws of its
respective place of incorporation and in accordance with its constituent
documents.


 


NUCOTEC, INC.,


a Nevada corporation


 


 


	
   

  	
   

  
	
  BY: Earl T. Shannon

  
	
  ITS: President

  
	
   

  
	
  SALTY’S WAREHOUSE, INC.,

  
	
  a Florida corporation

  
	
   

  
	
   

  
	
   

  	
   

  
	
  BY: Earl T. Shannon

  
	
  ITS: President

  
	
   

  
	
  SALTY’S SHAREHOLDERS

  
	
   

  
	
   

  
	
   

  	
   

  
	
  Steven W. Hudson

  
	
   

  
	
   

  
	
   

  	
   

  
	
  Earl T. Shannon

  



 


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