AGREEMENT AND PLAN OF REORGANIZATION
AGREEMENT AND PLAN OF REORGANIZATION ("Agreement") among EXODUS ACQUISITION
CORPORATION, a Delaware corporation ("Exodus"), VHS NETWORKS, INC., a Florida corporation
("VHSN") and BAC Consulting Corporation, a California corporation (the "Shareholders"), being the owners of
record of all of the issued and outstanding stock of Exodus.
Whereas, VHSN wishes to acquire and the Shareholders wish to transfer all of the issued and outstanding
securities of Exodus in a transaction intended to qualify as a reorganization within the meaning of Section 368(a)
(1)(B) of the Internal Revenue Code of 1986, as amended.
NOW, THEREFORE, Exodus, VHSN and the Shareholders adopt this plan of reorganization and agree as
1. EXCHANGE OF STOCK
1.1. NUMBER OF SHARES. Upon execution of this Agreement, the Shareholders agree to transfer to VHSN
5,000,000 shares of common stock of Exodus, no par value per share in an exchange for an aggregate of
500,000 shares of voting common stock of VHSN.
1.2. EXCHANGE OF CERTIFICATES. Each holder of an outstanding certificate or certificates theretofore
representing shares of Exodus common stock shall surrender such certificate(s) for cancellation to VHSN, and
shall receive in exchange a certificate or certificates representing the number of full shares of VHSN common
stock into which the shares of Exodus common stock represented by the certificate or certificates so surrendered
shall have been converted. The transfer of Exodus shares by the Shareholders shall be effected by the delivery to
VHSN at the Closing of certificates representing the transferred shares endorsed in blank or accompanied by
stock powers executed in blank.
1.3. FRACTIONAL SHARES.Fractional shares of VHSN common stock shall not be issued, but in lieu thereof
VHSN shall round up fractional shares to the next highest whole number.
1.4. FURTHER ASSURANCES. At the Closing and from time to time thereafter, the Shareholders shall execute