PLAN OF REORGANIZATION
PLAN OF ORGANIZATION
This Agreement and Plan of Reorganization is made and entered into as of this 15th day of September, 1992, by
and between Casino Consultants, Inc., a
Nevada corporation, hereinafter referred to as 'Casino" and Ad Show Network, Inc., a Nevada corporation,
hereinafter referred to as "ASN"
R E C I T A L S
A. ASN is the owner of certain assets subject to certain liabilities as set forth in Exhibit B attached hereto.
B. ASN is in the franchise sales business.
C. Casino is desirous of entering into the business of ASN.
D. The parties believe it to be it their mutual best interests for Casino to acquire the assets subject to liabilities of
ASN listed in Exhibit B attached hereto and made a part hereof, in exchange for common voting stock of Casino.
Said assets constitute and comprise substantially all of the assets of ASN.
E. The parties desire the transaction to qualify as a tax free reorganization under Section 368(a)(i)(c) of the
Internal Revenue Code of 1986, as amended.
NOW THEREFORE, IN CONSIDERATION OF THEIR MUTUAL PROMISES AND
COVENANTS SET FORTH HEREINAFTER, THE PARTIES AGREE AS FOLLOWS:
1. PLAN OF REORGANIZATION: The parties hereby adopt a Plan of Reorganization whereby Casino will
acquire 100% of the interests of ASN in those assets hereinafter listed as Exhibit B, pursuant to the terms and
conditions set forth hereunder. The parties further acknowledge that it is their intent that such reorganization
qualifies as a tax free reorganization pursuant to applicable sections of t h e Internal Revenue Code of 1986, as
2. EXCHANGE: Casino hereby agrees to transfer to ASN four million five hundred thousand (4,500,000)
shares of its common voting stock in exchange for the assets subject to liabilities of ASN. Said transfer will be
made by Casino contemporaneously with the receipt of the interests heretofore referred to by ASN.
3. BUSINESS PURPOSE: The parties acknowledge that the purpose of the reorganization is to