PLAN OF REORGANIZATION AND
EXCHANGE AGREEMENT (“Reorganization
Agreement”) . dated as of June 30, 2005
among Providential Holdings, Inc., a Nevada
corporation, (“PHI”), ATC Technology
Corporation, an Arizona corporation (“ATC”),
Keith Wong (“Wong”), High Performance
Edge, LLC (“HPE”) and Norm Klein (“Klein”).
A. PHI acquired all of ATC’s then issued and outstanding shares in 2002 from Wong, Klein, HPE and
Fogel International. Wong is a director, officer and employee of ATC.
B. During July 2003 PHI agreed to issue its convertible promissory notes to Wong, Klein, HPE and
Fogel International (representing Lawrence M. Fogel, Ian Subel and Lynelle Berkey) in exchange for certain of
the obligations of ATC owed to each of them and to provide additional capital to ATC. The transactions agreed
upon in July 2003 were not consummated, however, with the result that ATC still owes substantial amounts to
Wong, Klein, HPE and Fogel International, all of whom also have claims against PHI based on the July 2003
agreement. ATC also owes PHI substantial sums. In addition, ATC owes Wong accrued, but unpaid salary,
reimbursement for travel expenses incurred by him for the benefit of ATC and monies advanced by him to ATC
as emergency loans to permit ATC to remain in business.
C. Lawrence M. Fogel, Ian Subel and Lynelle Berkey have made a written offer (the “Debt
Compromise Offer”) to PHI and ATC to accept the actual payment of certain compromise amounts, if made at
or before the time and in one of the manners specified in the offer, in complete satisfaction of the amounts owed
to them by PHI and ATC (the “Related Transaction”). A timely close of escrow under the terms of the Debt
Compromise Offer (the “Related Closing”) is a condition to the obligation of Wong, HPE and Klein to perform
their promises made in this Reorganization Agreement.
D. ATC is authorized to issue 300,000,000 shares of common stock, of which 100,000,000 are issued
and outstanding shares. On July