AGREEMENT AND PLAN OF REORGANIZATION
This Agreement and Plan of Reorganization is entered into to be effective the 1st day of May, 2000, by,
between, and among digitalpreviews.com, Inc., a Nevada corporation (hereinafter "digitalpreviews") and
dialaclass.com, Inc., a Nevada corporation, (hereinafter "dialaclass"), David Shamy, and the following individuals
or entities who shall hereinafter be referred to collectively as the dialaclass shareholders, Kevin Shamy, Lyndon
Shamy, Memory Improvement Systems, Inc., Lorenzo M. Spencer, DCINV, LLC, and Ron Hayes.
A. David Shamy owns 1,000,000 shares of dialaclass common stock and the dialaclass shareholders each own
10,000 shares of dialaclass common stock.
B. digitalpreviews, dialaclass, David Shamy and the dialaclass shareholders, desire that a reorganization take
place between digitalpreviews and dialaclass so that dialaclass becomes a 100 percent owned subsidiary of
digitalpreviews all according to the terms and conditions of this agreement.
NOW THEREFORE, in consideration of the mutual terms and covenants set forth herein, the parties hereto
approve and adopt this agreement and plan of reorganization and mutually covenant and agree with each other as
1. Shares to be cancelled, transferred, and issued.
1.1. David Shamy hereby contributes back to dialaclass for cancellation is 1,000,000 shares of common stock of
1.2. The dialaclass shareholders hereby transfer to digitalpreviews all of their shares of dialaclass common stock
in exchange for digitalpreviews issuing to the dialaclass shareholders shares of digitalpreviews common stock so
that the dialaclass shareholders receive one share of digitalpreviews common stock for each share of dialaclass
common stock transferred.
2. Representations and Warranties.
2.1. Each dialaclass shareholder represents and warrants with respect to only himself or itself as follows:
o He or it is the record owner of 10,000 shares of common stock of di