STOCK PURCHASE AGREEMENT
PLAN OF REORGANIZATION
THIS STOCK PURCHASE AGREEMENT, made as of the 31st day of January, 2000, by and among
ZAPWORLD.com, a California corporation ("Buyer"), Barbary Coast Pedi Cab Leasing Corporation, a
California corporation ("Company"), and Jeff Sears and Helena Sears as Trustees of the Jeff Sears and Helena
Sears Revocable Trust Dated January 3, 1997 (hereinafter referred to individually as a "Shareholder");
A. Shareholder owns Fifty Thousand shares of the capital stock of Company which shares represent one
hundred percent (100%) of the issued and outstanding shares of capital stock of Company.
B. Buyer desires to acquire all of the issued and outstanding capital stock of Company held by the Shareholder in
exchange solely for shares of voting stock of Buyer on the terms and conditions hereinafter set forth.
C. The Parties intend to effect a reorganization (the "Reorganization") of Company in accordance with the terms
and conditions of this Agreement.
D. It is intended that the Reorganization qualify as a tax-free reorganization within the meaning of Section 368(a)
(1)(B) of the Internal Revenue Code of 1986, as amended (the "Code").
E. Company is engaged in the business of leasing pedi cabs (the "Business").
NOW, THEREFORE, in consideration of the promises and of the mutual covenants hereinafter set forth, the
parties hereto, intending to be legally bound, hereby agree as follows:
1. Defined Terms. The following terms used in this Agreement shall have the meanings indicated below unless the
context otherwise indicates:
1.1 "Business" shall have the meaning given in the recital to this Agreement.
1.2 "Buyer" shall have the meaning given in the heading of this Agreement.
1.3 "Buyer Stock" shall have the meaning given in Section 1 of this Agreement.
1.4 "Closing" shall have the meaning given in Section 10.1 of this Agreement.
1.5 "Closing Date" shall have the meaning given in Section 10.1 of this Agreement.