Exhibit No. 11
Transform Pack International, Inc.
THIS EXCHANGE AGREEMENT (hereinafter referred to as the "Agreement"), by and between Cybernetics,
Inc., a Minnesota Corporation (hereinafter referred to as "Cybernetics"), Transform Pack, Inc., a New
Brunswick corporation (hereinafter referred to as "TPI") and the shareholders of TPI (hereinafter referred to as
"Shareholders"), entered into on this 28th day of January, 2000.
WHEREAS, Shareholders are the owners of all of the issued and outstanding shares of the capital stock of TPI,
WHEREAS, pursuant to this Agreement, Cybernetics desires to exchange and acquire from Shareholders, and
Shareholders desire to exchange and convey to Cybernetics, all of the issued and outstanding shares of the no
par value Common Stock of TPI (hereinafter referred to as the "Stock") upon the terms and conditions and for
the consideration hereinafter set forth:
NOW, THEREFORE, in consideration of the premises and the mutual agreements, representations, warranties
and covenants herein contained, the parties do hereby agree as follows:
1.1 Exchange of Stock of TPI. At the Closing Date (as defined in Article X hereof) in accordance with the
provisions of this Agreement and applicable law, Shareholders shall exchange, assign and transfer, and
Cybernetics shall acquire, all of the Stock of TPI owned by Shareholders.
CONSIDERATION FOR EXCHANGE
2.1 Original Issuance. Cybernetics shall issue for the Stock to be acquired by exchange hereunder a total of
7,000,000 shares of its Common Stock. That is, holders of the 2,000,000 currently issued and outstanding
shares of no par Common Stock of TPI will receive three and one third shares of Cybernetics for each share of
TPI surrendered for exchange. Cybernetics shall also issue 1,000,000 to 1,200,000 shares to new investors who
will purchase shares of Cybernetics in a private placement as described in paragraph IX below. (see Exhibit "