Agreement and Plan of Reorganization, dated as of January 28, 1997, between Winners All International, Inc., a
Delaware corporation, hereinafter called "Winners All;" and Perma Seal International, Inc., a Florida corporation,
hereinafter called "Perma Seal."
1. Plan Reorganization. All of the issued and outstanding capital stock of Perma Seal shall be acquired by
Winners All Corporation, consisting of 1,000 shares of common stock, with a par value of $.01 per share in
exchange solely for its voting stock having a par value.
2. Exchange of Shares. Winners All agrees that all of the outstanding shares of Perma Seal shall be exchanged
with Winners All for 2,100,000 shares of common stock of Winners All.
Subject to approval of Perma Seal shareholders, such shares shall be issued to the respective stockholders of
Perma Seal or pursuant to their instructions.
3. Delivery of Shares. Subject to the approval of the shareholders of Perma Seal, on the closing date, the Perma
Seal stockholders will deliver certificates for the shares of Perma Seal duly endorsed with signatures guaranteed
so as to make Winners All the sole owner thereof, free and clear of all claims and encumbrances; and on such
closing date delivery of the Winners All shares will be made to the Perma Seal stockholders as above set forth.
Delivery by the Perma Seal stockholders will be made to the agent for Winners All at such place in or about Fort
Lauderdale, Florida, or at such other place as may be determined by the parties. Time is of the essence.
4. Representations of Stockholders. Perma Seal represents and warrants as follows: That the shares shall be
acquired by Perma Seal stockholders for their own beneficial account and will hold such shares of common stock
of Winners All for Investment and not with a view to the unlawful distribution thereof and acknowledges that the
certificates for the shares shall contain a restrictive legend thereon, restricting sale, transfer or hypothecation
thereof unless the