CORPORATE COMBINATION AGREEMENT
This Corporate Combination Agreement (the "Agreement") effective October 28th, 1999, is by and between JR
Consulting, Inc., a Nevada corporation ("JRCI"), having its principal offices at 180 Varick Street, 13th Floor,
New York, New York 10014, Providential Securities, Inc., a California corporation ("PROVIDENTIAL"), and
the holders of 1,000,000 or more shares of PROVIDENTIAL common stock as of October 25, 1999 (the
"Majority Shareholders"), all of which are listed on Exhibit A to this Agreement.
A. JRCI desires to acquire all of the issued and outstanding capital stock of Providential and the Majority
Shareholders of PROVIDENTIAL desire to exchange all of their shares of PROVIDENTIAL capital stock for
shares of JRCI authorized but unissued shares of stock as hereinafter provided.
B. It is the intention of the parties hereto that: (i) JRCI shall acquire all of the issued and outstanding capital stock
of PROVIDENTIAL in exchange solely for the number of shares of JRCI's authorized but unissued shares of
common stock, par value $.001 ("Common Stock"), set forth below (the "Exchange"); and (ii) and the Exchange
shall qualify as a transaction in securities exempt from registration or qualification under the Securities Act of
1933, as amended, and under the applicable securities laws of each state or jurisdiction where all of the
shareholders of PROVIDENTIAL (the "Shareholders") reside.
C. The board of directors of JRCI deems it to be in the best interest of JRCI and its shareholders to acquire all of
the issued and outstanding capital stock of PROVIDENTIAL.
D. The board of directors of PROVIDENTIAL and the Majority Shareholders deem it to be in the best interest
of the Shareholders to exchange all of the capital stock of PROVIDENTIAL for shares of JRCI, as hereinafter
NOW, THEREFORE, in consideration of the mutual covenants, agreements, representations and warranties
contained in this Agreement, the parties hereto agree as