AGREEMENT AND PLAN OF REORGANIZATION
This Agreement and Plan of Reorganization ("the Agreement"), dated as of the 27th day of December, 2000, by
and between FrameWaves, a Nevada corporation ("FrameWaves") and Corners, Inc., a Nevada corporation,
("Corners") and the shareholders of Corners ("Shareholders"), with reference to the following:
A. FrameWaves is a Nevada corporation organized on December 23, 1985. FrameWaves has authorized capital
stock of 100,000,000 shares of common stock, $.001 par value, of which 208,569 shares are issued and
outstanding and 10,000,000 shares of preferred stock, $.001 par value, of which no shares are issued and
B. Corners, Inc. is a privately held corporation organized under the laws of the State of Nevada on November
17, 1998. Corners has authorized capital stock of 50,000,000 shares of common stock, $.001 par value, of
which 1,500 shares are issued and outstanding.
C. The respective Boards of Directors of FrameWaves and Corners have deemed it advisable and in the best
interests of FrameWaves and Corners that FrameWaves acquire Corners, pursuant to the terms and conditions
set forth in this Agreement.
D. FrameWaves and Corners propose to enter into this Agreement which provides that FrameWaves shall
acquire all of the outstanding shares of Corners, in exchange for 1,000,000 shares of FrameWaves restricted
E. The parties desire the transaction to qualify as a tax-free reorganization under Section 368 (a)(1)(B) of the
Internal Revenue Code of 1986, as amended.
NOW, THEREFORE, the parties hereto agree as follows:
1.01 At the Closing, a total of 1,500 common shares, which represents all of the outstanding shares of Corners
shall be acquired by FrameWaves in exchange for 1,000,000 restricted common shares of FrameWaves. The
shares of FrameWaves to be issued in this transaction shall be issued as set forth in Exhibit A to this Agreement.
1.02 At the Closing,