SHARE EXCHANGE AGREEMENT
This Share Exchange Agreement ("Agreement") is entered into this 1st day of April, 1999, by and between Safe
at Home Products, Inc., a California corporation hereinafter referred to as "SAHP", and Everlert, Inc., a Nevada
corporation hereinafter referred to as "Everlert".
WHEREAS, Everlert desires to acquire from SAHP and SAHP desires to issue to Everlert shares of NuCo,
Inc., a Nevada corporation ("NuCo"), in an amount equal to one hundred percent (100%) of the issued and
outstanding shares of capital stock of NuCo on the terms and subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual representations, warranties and covenants herein contained,
the parties hereto agree as follows:
I. Exchange of Shares.
1.1 Shares to Everlert. Subject to the terms and conditions set forth herein, at the Closing (as defined below),
SAHP will issue to Everlert TWELVE MILLION (12,000,000) shares of NuCo, valued at FIFTY CENTS
($0.50) per share, said shares constituting one hundred percent (100%) of all of the issued and outstanding
capital stock of NuCo as of the Closing.
1.2 Shares to SAHP. In exchange for the shares of NuCo as described above, Everlert shall issue to SAHP
TWELVE MILLION (12,000,000) shares of restricted common stock of Everlert, valued at FIFTY CENTS
($0.50) per share.
II. Representations and Warranties of the SAHP.
Except for the specific representations and warranties of SAHP made by SAHP or to the best of SAHP's
knowledge set forth in this Section 2, SAHP represents and warrants that:
2.1 Organization and Corporate Power
2.1.1 NuCo: (a) is a corporation duly incorporated and validly existing and in good standing under the laws of
Nevada; (b) has all the requisite corporate power and authority and all material licenses, permits and
authorizations necessary to own and operate its properties and to carry on its business as now conducted; and
(c) the copies of NuCo's Articles of Incorporation and Bylaws have been furnis