STOCK EXCHANGE AGREEMENT WITH MICRONETICS, INC.
STOCK EXCHANGE AGREEMENT
THIS AGREEMENT is made this 20th day of June, 1998, by and between MICRONETICS INC., a Utah
corporation ("MKRO"), PRAXIS PHARMACEUTICALS INC., a Nevada corporation ("PPI"), the
shareholders of MKRO who are listed on Schedule A attached hereto ("MKRO SHAREHOLDERS"), and the
shareholders of PPI who are listed on Schedule B attached hereto ("PPI SHAREHOLDERS").
WHEREAS, the total authorized capital stock of PPI consists of 50,000,000 shares of common stock, each with
par value $0.001 par value, of which 5,000,000 shares are issued and outstanding (the "PPI Shares"), and
1,000,000 shares of preferred stock, each with $0.01 par value, of which none is issued and outstanding; and
WHEREAS, the total authorized capital stock of MKRO consists of 50,000,000 shares of $0.001 par value
Common Stock of which 14,125,500 shares are issued and outstanding; and
WHEREAS, MKRO desires to acquire all of the issued and outstanding capital stock of PPI, or 5,000,000
shares of Common Stock ("PPI Shares") for 5,000,000 post-split shares of common stock of MKRO; and
WHEREAS, in reliance on and subject to the terms and conditions, representations, warranties, covenants and
agreements herein contained, PPI desires to sell the PPI Shares to MKRO, and MKRO desires to purchase the
PPI Shares in a stock for stock exchange.
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and for other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereto agree as follows:
1. PURCHASE AND SALE
Section 1.1 AGREEMENT TO PURCHASE AND EXCHANGE. In reliance on and subject to the terms,
conditions, representations, warranties, covenants and agreements herein contained, PPI shall assign, transfer and
convey unto MKRO, and MKRO shall purchase all of the PPI Shares for 5,000,000 post-split shares of
MKRO in a tax free reorganization.