roi_ex101-71017.htm


    Exhibit
      10.1

    SHARE
      EXCHANGE AGREEMENT

    AND

    PLAN
      OF REORGANIZATION

    


    This
      SHARE EXCHANGE AGREEMENT AND PLAN OF REORGANIZATION is made and entered into
      as
      of October 15, 2007, by and among Rhino Outdoor International, Inc., a Nevada
      corporation (“RHINO”); Yama Buggy Sales and Distribution, Inc., a
      Nevada corporation (“YAMABUGGY”); and Yamabuggy, LLC, a Delaware
      limited liability company, which is executing this Agreement as Shareholder
      of
      Yamabuggy, sometimes collectively referred to as the
“Shareholder.”

     

    R
      E C I T A L S

    


    A.           Yama
      Buggy and Shareholder have entered into a Sales and Distribution
      Agreement executed as of October 3, 2007 pursuant to which
      Yama Buggy has the exclusive right to solicit and obtain orders for the products
      of Shareholder.

     

    B.           Rhino
      desires to acquire all of the outstanding shares of capital stock of Yama Buggy
      in exchange for shares of capital stock of Rhino
(“Exchange”).

     

    C.           The
      Shareholder owns 100% of the issued and outstanding shares of Yama Buggy and
      desire to exchange those shares for shares of common stock of
      Rhino.

     

    D.           Rhino,
      YamaBuggy and the Shareholder desire to make certain representations and
      warranties and other agreements in connection with the Exchange.

     

    E.           The
      parties intend, by executing this Agreement, to adopt a plan of reorganization
      within the meaning of Section 368 of the Internal Revenue Code of 1986, as
      amended (“Code”), and to cause the Exchange to qualify as a
      reorganization under the provisions of Section 368 of the
      Code.

     

    NOW,
      THEREFORE, in consideration of the covenants and representations set forth
      herein, and for other good and valuable consideration the receipt and
      sufficiency of which is hereby acknowledged, the parties hereto agree as
      follows:

    


    ARTICLE
      I

    THE
      EXCHANGE

    


    1.1.             Exchange
      of Shares/Common Stock Purchase Warrants.

     

     

    (a)          Concurrently
      with the execution of this Agreement, the Shareholder is assigning, transferring
      contributing and delivering to Rhino 100% of the issued and outstanding shares
      of capital stock of Yama Buggy (“Yama Buggy Shares”). 

     

    
      
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          Exchange Agreement and Plan of Reorganization- Page 1

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Concurrently
      with the execution of this Agreement, Rhino is issuing to the Shareholder Ten
      Million (10,000,000) shares of Rhino Common Stock (“Rhino
      Shares”).

     

    (b)          Upon
      the consummation of the exchange of shares described in this Section 1.1, the
      Rhino and Rhino shall execute and file Articles of Exchange with Nevada
      Secretary of State. It is intended by the parties hereto that the Exchange
      shall
      constitute a reorganization within the meaning of Section 368 of the
      Code.

     

    (c)           In
      addition to the issuance of the Rhino Shares, Rhino shall issue to Shareholder
      the Rhino Common Stock Purchase Warrant in the form attached hereto as Exhibit
      1.1(c) (“Warrant”).

     

    ARTICLE
      II

    REPRESENTATIONS
      AND WARRANTIES OF YAMA BUGGY

     

    In
      this
      Agreement, any reference to any event, change, condition or effect being
“material” with respect to any person means any material event, change,
      condition or effect related to the condition, financial or otherwise,
      properties, assets, including intangible assets, liabilities, business,
      operations or results of operations of such person and its subsidiaries, taken
      as a whole. In this Agreement, any reference to a “Material Adverse
      Effect” with respect to any person means any event, change or effect that
      is materially adverse to the condition, financial or otherwise, properties,
      assets, liabilities, business, operations or results of operations of such
      person.

     

    In
      this
      Agreement, any reference to a party’s “knowledge” means such party’s actual
      knowledge after reasonable inquiry of executive officers and
      directors.

     

    Except
      as
      disclosed in the Disclosure Schedule delivered by Yama Buggy to Rhino prior
      to
      the execution and delivery of this Agreement (“Yama Buggy Disclosure
      Schedule”) corresponding to the Section of this Agreement to which any of
      the following representations and warranties specifically relate or as disclosed
      in another section of the Yama Buggy Disclosure Schedule if it is reasonably
      apparent from the nature of the disclosure that it is applicable to another
      Section of this Agreement, Yama Buggy represents and warrants to Rhino as
      follows:

     

    2.1           Organization,
      Standing and Power. Yama Buggy is a corporation duly organized,
      validly existing and in good standing under the laws of Nevada. Yama Buggy
      has
      the power to own its properties and to carry on its business as now being
      conducted and as presently proposed to be conducted and is duly authorized
      and
      qualified to do business and is in good standing in each jurisdiction in which
      the failure to be so qualified and in good standing would have a Material
      Adverse Effect on Yama Buggy.  Yama Buggy has delivered or made
      available to Rhino a true and correct copy of the Articles of Incorporation
      (“Articles of Incorporation”), and the Bylaws, or other charter
      documents, as applicable, of Yama Buggy, as amended to date. 

     

    
      
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          Exchange Agreement and Plan of Reorganization- Page 2

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Yama
      Buggy is not in violation of any of the provisions of its bylaws or equivalent
      organization documents.

     

    2.2           Capital
      Structure. The authorized capital stock of Yama Buggy consists of
      1,000,000 shares of common stock. There are no other outstanding shares of
      capital stock or voting securities and no outstanding commitments to issue
      any
      shares of capital stock or voting securities after the date hereof. All
      outstanding shares of Yama Buggy Common Stock are duly authorized, validly
      issued, fully paid and non-assessable and are free of any liens or encumbrances
      other than any liens or encumbrances created by or imposed upon the holders
      thereof, and are not subject to preemptive rights or rights of first refusal
      created by statute, the Articles of Incorporation or Bylaws of Yama Buggy or
      any
      agreement to which Yama Buggy is a party or by which it is bound. Except as
      described above, there are no other options, warrants, calls, rights,
      commitments or agreements of any character to which Yama Buggy is a party or
      by
      which it is bound obligating Yama Buggy to issue, deliver, sell, repurchase
      or
      redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any
      shares of capital stock of Yama Buggy or obligating Yama Buggy to grant, extend,
      accelerate the vesting and/or repurchase rights of, change the price of, or
      otherwise amend or enter into any such option, warrant, call, right, commitment
      or agreement. There are no contracts, commitments or agreements relating to
      voting, purchase or sale of Yama Buggy capital stock  (i) between or
      among Yama Buggy and any of Shareholder and (ii) to the
      best  knowledge of Yama Buggy between or among any of the Shareholder.
      There are no dividends or other amounts due or payable with respect to any
      of
      the shares of capital stock of Yama Buggy..

     

    2.3           Authority.
      Yama Buggy has all requisite corporate power and authority to enter into this
      Agreement and to consummate the transactions contemplated hereby, subject to
      the
      execution and delivery of this Agreement by each of the Shareholder. The
      execution and delivery of this Agreement and the consummation of the
      transactions contemplated hereby have been duly authorized by all necessary
      corporate action on the part of Yama Buggy. This Agreement has been duly
      executed and delivered by Yama Buggy and constitutes the valid and binding
      obligation of Yama Buggy enforceable against Yama Buggy in accordance with
      its
      terms, except as enforceability may be limited by bankruptcy and other laws
      affecting the rights and remedies of creditors generally and general principles
      of equity. The execution and delivery of this Agreement by Yama Buggy does
      not,
      and the consummation of the transactions contemplated hereby will not, conflict
      with, or result in any violation of, or default under, with or without notice
      or
      lapse of time, or both, or give rise to a right of termination, cancellation
      or
      acceleration of any obligation or loss of any benefit under (i) any provision
      of
      the Articles of Incorporation or Bylaws of Yama Buggy, as amended, or (ii)
      any
      material mortgage, indenture, lease, contract or other agreement or instrument,
      permit, concession, franchise, license, judgment, order, decree, statute, law,
      ordinance, rule or regulation applicable to Yama Buggy or any of its properties
      or assets, except where such conflict, violation, default, termination,
      cancellation or acceleration with respect to the foregoing provisions of (ii)
      could not have had and could not reasonably be expected to have a Material
      Adverse Effect on Yama Buggy. 

     

    
      
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          Exchange Agreement and Plan of Reorganization- Page 3

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    No
      consent, approval, order or authorization of, or registration, declaration
      or
      filing with, any court, administrative agency or commission or other
      governmental authority or instrumentality (“Governmental Entity”) is
      required by or with respect to Yama Buggy in connection with the execution
      and
      delivery of this Agreement, or the consummation of the transactions contemplated
      hereby and thereby, except for (i) the filing of the Articles of Exchange as
      provided in Section 1.1 of this Agreement; (ii) such consents,
      approvals, orders, authorizations, registrations, declarations and filings
      as
      may be required under applicable state securities laws and the securities laws
      of any foreign country; and (iii) such other consents, authorizations,
      filings, approvals and registrations which, if not obtained or made, would
      not
      have a Material Adverse Effect on Yama Buggy and would not prevent, or
      materially alter or delay any of the transactions contemplated by this
      Agreement.

     

    2.4           Litigation.
      There is no private or governmental action, suit, proceeding, claim,
      arbitration, audit or investigation pending before any agency, court or
      tribunal, foreign or domestic, or, to the knowledge of Yama Buggy, threatened
      against Yama Buggy or any of its properties or any of its officers or directors,
      in their capacities as such, that, individually or in the aggregate, could
      reasonably be expected to have a Material Adverse Effect on Yama Buggy. There
      is
      no injunction, judgment, decree, order or regulatory restriction imposed upon
      Yama Buggy or any of its assets or business, or, to the knowledge of Yama Buggy,
      any of its directors or officers, in their capacities as such, that would
      prevent, enjoin, alter or materially delay any of the transactions contemplated
      by this Agreement, or that could reasonably be expected to have a Material
      Adverse Effect on Yama Buggy.

     

    2.5           Restrictions
      on Business Activities. There is no agreement, judgment,
      injunction, order or decree binding upon Yama Buggy to which has or reasonably
      could be expected to have the effect of prohibiting or materially impairing
      any
      business practice of Yama Buggy, any acquisition of property by Yama Buggy
      or
      the conduct of business by Yama Buggy.

     

    2.6           Governmental
      Authorization. To the knowledge of Yama Buggy, it has obtained each
      federal, state, county, local or foreign governmental consent, license, permit,
      grant, or other authorization of a Governmental Entity (i) pursuant to which
      Yama Buggy currently operates or holds any interest in any of its properties
      or
      (ii) that is required for the operation of its business or the holding of any
      such interest, (“Yama Buggy Authorizations”), and all of such Yama
      Buggy Authorizations are in full force and effect, except where the failure
      to
      obtain or have any of such Yama Buggy Authorizations or where the failure of
      such Yama Buggy Authorizations to be in full force and effect could not
      reasonably be expected to have a Material Adverse Effect on Yama
      Buggy.

     

    
      
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          Exchange Agreement and Plan of Reorganization- Page 4

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    2.7           Title
      to Property.  Yama Buggy has good and valid title to all
      of its properties, interests in properties and assets, real and personal,
      except  leased properties and assets, valid leasehold interests in,
      free and clear of all mortgages, liens, pledges, charges or encumbrances of
      any
      kind or character, except (i) the lien of current taxes not yet due and payable,
      (ii) such imperfections of title, liens and easements as do not and will not
      materially detract from or interfere with the use of the properties subject
      thereto or affected thereby, or otherwise materially impair business operations
      involving such properties, (iii) liens securing debt, and (iv) liens that in
      the
      aggregate would not have a Material Adverse Effect on Yama Buggy. To the
      knowledge of Yama Buggy, the plants, property and equipment of Yama Buggy that
      are used in the operations of its business are in good operating condition
      and
      repair, except where the failure to be in good operating condition or repair
      would not have a Material Adverse Effect.

     

    2.8           Compliance
      With Laws. To its knowledge, Yama Buggy has complied with, is not
      in violation of, and Yama Buggy has not received any notices of violation with
      respect to, any federal, state, local or foreign statute, law or regulation
      with
      respect to the conduct of its business, or the ownership or operation of its
      business, except for such violations or failures to comply as could not be
      reasonably expected to have a Material Adverse Effect on Yama
      Buggy.

     

    2.9           Minute
      Books. The minute books of Yama Buggy have been made available to
      Rhino contain in all material respects a complete and accurate summary of all
      meetings of directors and stockholders or actions by written consent of Yama
      Buggy from the date if inception through the date of this Agreement, and reflect
      all transactions referred to in such minutes accurately in all material
      respects.

     

    2.10           Brokers’
      and Finders’ Fees. Yama Buggy has not incurred, nor will it incur,
      directly or indirectly, any liability for brokerage or finders’ fees or agents’
commissions or investment bankers’ fees or any similar charges in connection
      with this Agreement or any transaction contemplated hereby.

     

    2.11           Information.
      The information concerning Yama Buggy set forth in Section 2 of this Agreement
      is complete and accurate in all material respects and does not contain any
      untrue statement of a material fact or omit to state a material fact required
      to
      make the statements made, in light of the circumstances under which they were
      made, not misleading.

     

    
      
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          Exchange Agreement and Plan of Reorganization- Page 5

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      III

    REPRESENTATIONS
      AND WARRANTIES OF RHINO

     

    Except
      as
      disclosed in the Disclosure Schedule delivered by Rhino to Yama Buggy and
      Shareholder prior to the execution and delivery of this Agreement (“Rhino
      Disclosure Schedule”) corresponding to the Section of this Agreement to
      which any of the following representations and warranties specifically relate
      or
      as disclosed in another section of the Rhino Disclosure Schedule if it is
      reasonably apparent on the face of the disclosure that it is applicable to
      another Section of this Agreement, Rhino represents and warrants to Yama Buggy
      as follows:

     

    3.1           Organization,
      Standing and Power. Rhino is a corporation duly organized, validly
      existing and in good standing under the laws of Nevada. Rhino has the corporate
      power to own its properties and to carry on its business as now being conducted
      and as proposed to be conducted and is duly qualified to do business and is
      in
      good standing in each jurisdiction in which the failure to be so qualified
      and
      in good standing would have a Material Adverse Effect on Rhino. Rhino has
      delivered or made available to Rhino a true and correct copy of the Certificate
      of Incorporation, and the Bylaws, or other charter documents, as applicable,
      of
      Rhino, each as amended to date. Rhino is not in violation of any of the
      provisions of its Certificate of Incorporation or Bylaws or equivalent
      organizational documents. Rhino does not directly or indirectly own any equity
      or similar interest in, or any interest convertible or exchangeable or
      exercisable for, any equity or similar interest in, any corporation,
      partnership, joint venture or other business association or entity. Rhino has
      no
      committees of its Board of Directors, charters, codes of conduct or ethics,
      or
      similar policies.

     

    3.2           Capital
      Structure. The authorized capital stock of Rhino consists of
      500,000,000 shares of Rhino Common Stock, and 5,000,000 shares of preferred
      stock, $0.001 par value (“Rhino Preferred”). There are issued and
      outstanding, as of the date hereof, 86,455,000 shares of Rhino Series A Common
      Stock, no shares of Rhino Series B Common Stock, 950,000 shares of Series A
      Rhino Preferred, 1,000,000 shares of Series B Rhino Preferred and 2,650,000
      shares of Series C Rhino Preferred. The shares of Rhino Stock to be issued
      pursuant to the provisions of this Agreement will be duly authorized, validly
      issued, fully paid, and non-assessable, free of any liens or encumbrances,
      and
      will be issued in full compliance with all applicable federal and state
      securities laws. There are no other outstanding shares of capital stock or
      voting securities and no outstanding commitments to issue any shares of capital
      stock or voting securities after the date hereof. All outstanding shares of
      Rhino Common Stock and Rhino Preferred Stock are duly authorized, validly
      issued, fully paid and non-assessable and are free of any liens or encumbrances
      other than any liens or encumbrances created by or imposed upon the holders
      thereof, and are not subject to preemptive rights or rights of first refusal
      created by statute, the Articles of Incorporation or Bylaws of Rhino or any
      agreement to which Rhino is a party or by which it is bound. 

     

    
      
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          Exchange Agreement and Plan of Reorganization- Page 6

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Further,
      all outstanding shares of Rhino Common Stock and Rhino Preferred Stock have
      been
      issued in full compliance with all applicable federal and state securities
      laws.  There are no options, warrants, calls, rights, commitments or
      agreements of any character to which Rhino is a party or by which it is bound
      obligating Rhino to issue, deliver, sell, repurchase or redeem, or cause to
      be
      issued, delivered, sold, repurchased or redeemed, any shares of capital stock
      of
      Rhino or obligating Rhino to grant, extend, accelerate the vesting and/or
      repurchase rights of, change the price of, or otherwise amend or enter into
      any
      such option, warrant, call, right, commitment or agreement. There are no
      contracts, commitments or agreements relating to voting, purchase or sale of
      Rhino’ capital stock (i) between or among Rhino and any of its Shareholder and
      (ii) to the best of Rhino’ knowledge, between or among any of Rhino’
Shareholder. There are no dividends or other amounts due or payable with respect
      to any of the shares of capital stock of Rhino.

     

    3.3           Authority.
      Rhino has all requisite corporate power and authority to enter into this
      Agreement and to consummate the transactions contemplated hereby. The execution
      and delivery of this Agreement and the consummation of the transactions
      contemplated hereby have been duly authorized by all necessary corporate action
      on the part of Rhino. This Agreement has been duly executed and delivered by
      Rhino and constitutes the valid and binding obligations of Rhino enforceable
      against Rhino in accordance with its terms, except as enforceability may be
      limited by bankruptcy and other laws affecting the rights and remedies of
      creditors generally and general principles of equity. The execution and delivery
      of this Agreement do not, and the consummation of the transactions contemplated
      hereby will not, conflict with, or result in any violation of, or default under,
      with or without notice or lapse of time, or both, or give rise to a right of
      termination, cancellation or acceleration of any obligation or loss of any
      benefit under (i) any provision of the Articles of Incorporation or Bylaws
      of
      Rhino, as amended, or (ii) any material mortgage, indenture, lease, contract
      or
      other agreement or instrument, permit, concession, franchise, license, judgment,
      order, decree, statute, law, ordinance, rule or regulation applicable to Rhino
      or any of its subsidiaries or their properties or assets, except where such
      conflict, violation, default, termination, cancellation or acceleration with
      respect to the foregoing provisions of (ii) could not have had and could not
      reasonably be expected to have a Material Adverse Effect on Rhino. No consent,
      approval, order or authorization of, or registration, declaration or filing
      with, any Governmental Entity, is required by or with respect to Rhino or any
      of
      its subsidiaries in connection with the execution and delivery of this Agreement
      by Rhino or the consummation by Rhino of the transactions contemplated hereby,
      except for (i) the filing with the SEC of Form D; (ii) any filings as may
      be required under applicable state securities laws and the securities laws
      of
      any foreign country; (iii) any filings required with the National Quotation
      Bureau Incorporated with respect to the shares of Rhino Common Stock issuable
      upon exchange of Rhino Common Stock in the Merger; and (iv) such other consents,
      authorizations, filings, approvals and registrations which, if not obtained
      or
      made, would not have a Material Adverse Effect on Rhino and would not prevent
      or
      materially alter or delay any of the transactions contemplated by this
      Agreement.

     

    
      
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          Exchange Agreement and Plan of Reorganization- Page 7

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    3.4           Absence
      of Certain Changes. Rhino has conducted its business in the
      ordinary course consistent with past practice and there has not occurred: (i)
      any change, event or condition (whether or not covered by insurance) that has
      resulted in, or is reasonably likely to result in, or to the best of Rhino’
knowledge any event beyond Rhino’ control that is reasonably likely to result
      in, a Material Adverse Effect to Rhino; (ii) any acquisition, sale or transfer
      of any material asset of Rhino or any of its subsidiaries other than in the
      ordinary course of business and consistent with past practice; (iii) any change
      in accounting methods or practices, including any change in depreciation or
      amortization policies or rates, by Rhino or any revaluation by Rhino of any
      of
      its or any of its subsidiaries’ assets; (iv) any declaration, setting aside, or
      payment of a dividend or other distribution with respect to the shares of Rhino,
      or any direct or indirect redemption, purchase or other acquisition by Rhino
      of
      any of its shares of capital stock; (v) any material contract entered into
      by
      Rhino or any of its subsidiaries, other than in the ordinary course of business
      and as provided to Rhino, or any amendment or termination of, or default under,
      any material contract to which Rhino or any of its subsidiaries is a party
      or by
      which it is bound; (vi) any amendment or change to Rhino’ Articles of
      Incorporation or Bylaws; or (vii) any increase in or modification of the
      compensation or benefits payable, or to become payable, by Rhino to any of
      its
      directors or employees, other than pursuant to scheduled annual performance
      reviews, provided that any resulting modifications are in the ordinary course
      of
      business and consistent with Rhino’ past practices. Rhino has not agreed since
      December 31, 2005 to do any of the things described in the preceding clauses
      (i)
      through (vii) and is not currently involved in any negotiations to take any
      of
      the actions described in the preceding clauses (I) through (vii), other than
      negotiations with Rhino and its representatives regarding the transactions
      contemplated by this Agreement.

     

    3.5           Litigation.
      There is no private or governmental action, suit, proceeding, claim,
      arbitration, audit or investigation pending before any agency, court or
      tribunal, foreign or domestic, or, to the knowledge of Rhino, threatened against
      Rhino or any of its properties or any of its officers or directors, in their
      capacities as such, that, individually or in the aggregate, could reasonably
      be
      expected to have a Material Adverse Effect on Rhino. There is no injunction,
      judgment, decree, order or regulatory restriction imposed upon Rhino or any
      of
      its assets or business, or, to the knowledge of Rhino, any of its directors
      or
      officers, in their capacities as such, that would prevent, enjoin, alter or
      materially delay any of the transactions contemplated by this Agreement, or
      that
      could reasonably be expected to have a Material Adverse Effect on
      Rhino.

     

    3.6           Restrictions
      on Business Activities. There is no agreement, judgment,
      injunction, order or decree binding upon Rhino or any of its subsidiaries which
      has or reasonably could be expected to have the effect of prohibiting or
      materially impairing any business practice of Rhino, any acquisition of property
      by Rhino or the conduct of business by Rhino.

     

    
      
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          Exchange Agreement and Plan of Reorganization- Page 8

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    3.7           Governmental
      Authorization. Rhino has obtained each federal, state, county,
      local or foreign governmental consent, license, permit, grant, or other
      authorization of a Governmental Entity (i) pursuant to which Rhino currently
      operates or holds any interest in any of its properties or (ii) that is required
      for the operation of Rhino’ business or the holding of any such interest ((i)
      and (ii) herein collectively referred to as “Rhino Authorizations”),
      and all of such Rhino Authorizations are in full force and effect, except where
      the failure to obtain or have any of such Rhino Authorizations or where the
      failure of such Rhino Authorizations to be in full force and effect could not
      reasonably be expected to have a Material Adverse Effect on Rhino.

     

    3.8           Title
      to Property. Rhino has good and valid title to all of its
      properties, interests in properties and assets, real and personal, except
      properties, interests in properties and assets sold or otherwise disposed of
      in
      the ordinary course of business, or in the case of leased properties and assets,
      valid leasehold interests in, free and clear of all mortgages, liens, pledges,
      charges or encumbrances of any kind or character, except (i) the lien of current
      taxes not yet due and payable, (ii) such imperfections of title, liens and
      easements as do not and will not materially detract from or interfere with
      the
      use of the properties subject thereto or affected thereby, or otherwise
      materially impair business operations involving such properties, (iii) liens
      securing debt, and (iv) liens that in the aggregate would not have a Material
      Adverse Effect on Rhino. The plants, property and equipment of Rhino that are
      used in the operations of its business are in good operating condition and
      repair, except where the failure to be in good operating condition or repair
      would not have a Material Adverse Effect. All properties used in the operations
      of Rhino to the extent generally accepted accounting principles require the
      same
      to be reflected.

     

    3.9           Taxes.
      Rhino has filed and provided to Rhino copies of all tax returns
      required to be filed by it from inception to the date hereof. All such returns
      and reports are accurate and correct in all material respects.  Rhino
      has no material liabilities with respect to the payment of any federal, state,
      county, local or other taxes, including any deficiencies, interest, or
      penalties, accrued for or applicable to the period ended on the Rhino Balance
      Sheet Date. To the best knowledge of Rhino, none of its tax returns has been
      examined or is currently being examined by the Internal Revenue Service and
      no
      deficiency assessment or proposed adjustment of any such return is pending,
      proposed or contemplated. Rhino has not made any election pursuant to the
      provisions of any applicable tax laws, other than elections that relate solely
      to methods of accounting, depreciation, or amortization, that would have a
      material adverse affect on Rhino, its financial condition, its business as
      presently conducted or proposed to be conducted, or any of its respective
      properties or material assets. There are no outstanding agreements or waivers
      extending the statutory period of limitation applicable to any tax return of
      Rhino.

     

    
      
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          Exchange Agreement and Plan of Reorganization- Page 9

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    3.10           Compliance
      With Laws. Rhino has complied with, is not in violation of, and has
      not received any notices of violation with respect to, any federal, state,
      local
      or foreign statute, law or regulation with respect to the conduct of its
      business, or the ownership or operation of its business, except for such
      violations or failures to comply as would not be reasonably expected to have
      a
      Material Adverse Effect on Rhino.

     

    3.11           Financial
      Statements. The Rhino Financial Statements filed with the
      Securities & Exchange Commission each fairly presents in all material
      respects the financial position of Rhino at the respective dates thereof and
      the
      results of its operations and cash flows for the periods indicated.

     

    3.12           Brokers’
      and Finders’ Fees. Rhino has not incurred, nor will it incur,
      directly or indirectly, any liability for brokerage or finders’ fees or agents’
commissions or investment bankers’ fees or any similar charges in connection
      with this Agreement or any transaction contemplated hereby.

     

    3.13           Lack
      of Rhino Profitability.  Yama Buggy acknowledges that
      Rhino has not been profitable since its inception and that Rhino will, for
      the
      foreseeable future, continue to need funding to operate.

     

    3.14           Information.
      The information concerning Rhino set forth in Section 3 of this Agreement is
      complete and accurate in all material respects and does not contain any untrue
      statement of a material fact or omit to state a material fact required to make
      the statements made, in light of the circumstances under which they were made,
      not misleading.

     

    ARTICLE
      IV

    REPRESENTATIONS
      AND WARRANTIES OF SHAREHOLDER

     

    Shareholder
      represents and warrants to Rhino that:

     

    4.1           Title
      and Authority. Shareholder has the full right,
      power and authority to enter into this Agreement and to transfer, convey and
      deliver to Rhino the Shares being transferred to Rhino by  Shareholder
      hereunder and upon consummation of the Exchange Rhino will acquire
      from  Shareholder good and marketable title to the Shares being
      transferred to Rhino by Shareholder, free and clear of all covenants,
      conditions, restrictions, voting trust arrangements, liens, charges,
      encumbrances, option and adverse claims or rights whatsoever.

     

    4.2           No
      Legal Bar.  Shareholder is not a party to, subject to or
      bound by any agreement or judgment, order, writ, prohibition, injunction or
      decree of any court or other governmental body which would prevent the execution
      or delivery of this Agreement by  Shareholder to Rhino or the
      transfer, conveyance and delivery of the Shares being transferred
      by  Shareholder to Rhino pursuant to the terms hereof.

     

    
      
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          Exchange Agreement and Plan of Reorganization- Page 10

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    4.3           Restrictions
      on Rhino Shares.  Shareholder
      acknowledges that, except as otherwise provided in this Agreement the Rhino
      Shares will be not be registered under the Securities Act of 1933 or any state
      securities law and are characterized as “restricted securities” under the
      Securities Act of 1933. Therefore, the transferability of the Rhino Shares
      will
      be restricted. Certificates evidencing the Rhino Shares will include a legend
      reading substantially as follows:

     

    
      	
               

            	
              THE
                SHARES REPRESENTED BY THIS
                CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
                1933
                (“ACT”) OR ANY STATE SECURITIES LAW. THE SHARES HAVE BEEN ACQUIRED WITHOUT
                A VIEW TO DISTRIBUTION AND MAY NOT BE OFFERED, SOLD,TRANSFERRED,
                PLEDGED OR
                HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
                FOR THE
                SHARES UNDER THE ACT AND UNDER APPLICABLE STATE SECURITIES LAWS,
                OR AN
                OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION
                IS NOT
                REQUIRED AS TO SUCH SALE, OFFER,TRANSFER,
                PLEDGE OR
                HYPOTHECATION.

            


    

     

    ARTICLE
      V

    ADDITIONAL
      AGREEMENTS

     

    5.1           Public
      Disclosure. Unless otherwise permitted by this Agreement, Rhino and
      Yama Buggy shall consult with each other before issuing any press release or
      otherwise making any public statement or making any other public, or
      non-confidential, disclosure, whether or not in response to an inquiry,
      regarding the terms of this Agreement and the transactions contemplated hereby,
      and neither shall issue any such press release or make any such statement or
      disclosure without the prior approval of the other, which approval shall not
      be
      unreasonably withheld, except as may be required by law or by obligations
      pursuant to the Securities Act of 1933 and rules and regulations promulgated
      by
      the Securities and Exchange Commission thereunder, any listing agreement with
      any national securities exchange or with the NASD, in which case the party
      proposing to issue such press release or make such public statement or
      disclosure shall use its commercially reasonable efforts to consult with the
      other party before issuing such press release or making such public statement
      or
      disclosure. 

     

    5.2           Blue
      Sky Laws. Rhino shall use its reasonable efforts to comply with the
      securities and blue sky laws of all jurisdictions which are applicable to the
      issuance of the Rhino Common Stock in connection with the Exchange. The
      Shareholder shall use their reasonable best efforts to assist Rhino as may
      be
      necessary to comply with the securities and blue sky laws of all jurisdictions
      which are applicable in connection with the issuance of Rhino Common Stock
      in
      connection with the Exchange. 

     

    
      
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    5.3           Tax
      Treatment. For U.S. federal income tax purposes, it is intended
      that the Exchange qualify as a reorganization within the meaning of the Code,
      and the parties hereto intend that this Agreement shall constitute a “plan of
      reorganization” within the meaning of Section 368 of the Code and Treasury
      Regulations Sections 1.368-2(g) and 1.368-3(a). Rhino will report the Exchange
      on its income tax returns in a manner consistent with treatment of the Exchange
      as a Code Section 368(b) reorganization. Neither Rhino, Rhino nor any of
      their respective affiliates has taken any action, nor will they take any action,
      that could reasonably be expected to prevent or impede the Exchange from
      qualifying as a reorganization under Section 368 of the Code.

     

    5.4           Repurchase
      of Yamabuyggy Shares.  In
      the
      event that Shareholder undertakes a public offering of its common stock to
      the
      public and as a consequence of such offering becomes publicly-held, Shareholder
      shall have the right to repurchase the Yama Buggy Shares from Rhino for a
      purchase price, at the sole option and discretion of Rhino,  of the
      greater of (a) $1,000,000. 00 in cash; (b) ten percent (10%) of the then issued
      and outstanding common stock of Shareholder at the time of repurchase; or (c)
      $100,000.00 in cash plus the market value of the Rhino Shares based on the
      30-day trailing average closing bid price of the Rhino Shares as quoted on
      the
      OTC BB.

     

    ARTICLE
      VI

    CLOSING
      DELIVERIES

     

    9.1           By
      Rhino. Concurrently with the execution of this Agreement, Rhino is
      delivering to the Shareholder:

     

    (a)           Stock
      certificates representing eh Rhino Shares in the name of the
      Shareholder.

     

    (b)           The
      Warrant.

     

    (c)           Copies
      of resolutions of the board of directors of Rhino authorizing the execution
      and
      performance of this Agreement, certified by the secretary or an assistant
      secretary of Rhino as of the date hereof.

     

    9.2           By
      Yama Buggy and Shareholder. Concurrently with the
      execution of this Agreement, Yama Buggy and the Shareholder are delivering
      to
      Rhino:

     

    (a)           Stock
      certificates, duly endorsed in blank, representing all of the Yama Buggy
      Shares.

     

    (b)           A
      certificate of good standing from the secretary of state of Nevada, issued
      as of
      a date within 60 days prior to the date hereof certifying that Yama Buggy is
      in
      good standing as a corporation in the state of Nevada.

     

    (c)           Copies
      of resolutions of the board of directors authorizing the execution and
      performance of this Agreement and the contemplated transactions, certified
      by
      the secretary or an assistant secretary of Rhino as of the date
      hereof.

     

    
      
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    ARTICLE
      X

    GENERAL
      PROVISIONS

     

    10.1           Notices.
      All notices and other communications hereunder shall be in writing and shall
      be
      deemed given if delivered personally or by commercial delivery service, or
      mailed by registered or certified mail, return receipt requested, or sent via
      facsimile, with confirmation of receipt, to the parties at the following
      address, or at such other address for a party as shall be specified by like
      notice:

     

    (a)           if
      to Rhino to: 

     

    Howard
      A. Pearl,
      President/CEO

    Rhino
      Outdoor International,
      Inc.

    1191
      Center Point Drive

    Henderson,
      Nevada  89074

    Fax:  (702)
      558-8266

     

     

    (b)           if
      to Yama Buggy or the Shareholder, to:

     

    Greg
      Alexander

    374
      Encinitas Blvd

    Encinitas,
      CA 92024

    Fax:
      (760) 623-7232

     

    
      
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    10.2           Entire
      Agreement; Nonassignability; Parties in Interest. This Agreement
      and the documents and instruments and other agreements specifically referred
      to
      herein or delivered pursuant hereto,(a) constitute the entire agreement among
      the parties with respect to the subject matter hereof and supersede all prior
      agreements, understandings, representations and warranties, both written and
      oral, among the parties with respect to the subject matter hereof, (b) are
      not
      intended to confer upon any other person any rights or remedies hereunder;
      and
      (c) shall not be assigned by operation of law or otherwise except as otherwise
      specifically provided.

     

    10.3           Severability.
      If any provision of this Agreement, or the application thereof, becomes or
      is
      declared by a court of competent jurisdiction to be illegal, void or
      unenforceable, the remainder of this Agreement will continue in full force
      and
      effect and the application of such provision to other persons or circumstances
      will be interpreted so as reasonably to effect the intent of the parties hereto.
      The parties further agree to replace such void or unenforceable provision of
      this Agreement with a valid and enforceable provision that will achieve, to
      the
      extent possible, the economic, business and other purposes of such void or
      unenforceable provision.

     

    10.4           Remedies
      Cumulative. Except as otherwise provided herein, any and all
      remedies herein expressly conferred upon a party will be deemed cumulative
      with
      and not exclusive of any other remedy conferred hereby, or by law or equity
      upon
      such party, and the exercise by a party of any one remedy will not preclude
      the
      exercise of any other remedy.

     

    10.5           Arbitration
      Required/Mediation First Option.  Any dispute or claim
      that arises out of or that relates to this Agreement, or to the interpretation
      or breach thereof, or to the existence, scope, or validity of this Agreement
      or
      the arbitration agreement, shall be resolved by arbitration in accordance with
      the then effective arbitration rules of American Arbitration Association.
      Judgment upon the award rendered pursuant to such arbitration may be entered
      in
      any court having jurisdiction thereof.  The parties acknowledge that
      mediation usually helps parties to settle their dispute.  Therefore,
      any party may propose mediation whenever appropriate through the organization
      named above or any other mediation process or mediator as the parties may agree
      upon.

     

    10.6           Governing
      Law. This Agreement shall be governed by and construed in
      accordance with the laws of the State of Nevada, without regard to the laws
      that
      might otherwise govern under applicable principles of conflicts of law. Each
      of
      the parties hereto irrevocably consents to the exclusive jurisdiction of any
      court located within the State of Nevada in connection with any matter based
      upon or arising out of this Agreement or the matters contemplated herein, agrees
      that process may be served upon them in any manner authorized by the laws of
      the
      State of Nevada for such persons and waives and covenants not to assert or
      plead
      any objection which they might otherwise have to such jurisdiction and such
      process.

     

    
      
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    10.7           Rules
      of Construction. The parties hereto agree that they have been
      represented by counsel during the negotiation, preparation and execution of
      this
      Agreement and, therefore, waive the application of any law, regulation, holding
      or rule of construction providing that ambiguities in an agreement or other
      document will be construed against the party drafting such agreement or
      document.

     

    10.8           Attorneys
      Fees.  In the event any legal action is filed by any
      party or parties to this Agreement relating in any way to this Agreement, the
      losing party or parties in such action shall reimburse the prevailing party
      or
      parties for all attorneys fees and costs of litigation.

     

    10.9           Waiver.  The
      failure of any party to enforce, in one or more instances, any of the terms
      or
      conditions of this Agreement shall not be construed as a waiver of the future
      performance of any such term or condition unless the waiver is made in
      writing.

     

    10.10         Amendments.  No
      amendment, modification or supplement to this Agreement shall be binding on
      any
      of the parties unless it is in writing and duly signed by the parties in
      interest at the time of the modification.

     

    10.11         Advise
      of Counsel.  This Agreement was prepare on behalf of
      Rhino by the Law Office of Robert C. Laskowski. Yama Buggy and Shareholder
      have
      been advised to obtain their own respective legal counsel in connection with
      this Agreement and Rhino has been advised that neither Yama Buggy nor
      Shareholder has consulted with legal counsel.

     

    
      
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    10.12         Counterparts.  This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed an original, but all of which together shall constitute one and the
      same
      instrument.  This Agreement shall not be effective until the execution
      and delivery between each of the parties of at least one set of
      counterparts.  The parties authorize each other to detach and combine
      original signature pages and consolidate them into a single identical
      original.

     

    IN
      WITNESS WHEREOF, Rhino, Yama Buggy and the Shareholder have caused this Share
      Exchange and Reorganization Agreement to be executed and delivered by their
      respective officers authorized, all as of the date first written
      above.

    


     

    RHINO
      OUTDOOR INTERNATIONAL, INC.

    


    By:
      /s/ HOWARD
      PEARL                                                      


         Howard
      Pearl, President and Chief Executive Officer

     

    


     

    YAMA
      BUGGY SALES AND DISTRIBUTION , INC.

    


    By:
      /s/ JOHN
      WONG                                                               

         John
      Wong, President

     

     

    
SHAREHOLDER

    
       

      YAMA
        BUGGY, LLC

       

      By:
        /s/ GREG
        ALEXANDER                                                   


             Greg
        Alexander, President

    

    


    


    


    


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