PLAN OF REORGANIZATION AND ACQUISITION
LSI Communications, Inc.
(A NEVADA CORPORATION)
(A UTAH CORPORATION)
This Plan of Reorganization and Acquisition is made and dated this 20th day of November 1998, by and
between the Parties, as identified hereinafter, respectively.
I. THE PARTIES
A. LSI Communications, Inc. ("LSI") is a public Nevada Corporation.
B. Warever, Inc. ("Warever") is a private Utah Corporation.
A. The Capital of the Parties:
1. The Capital of LSI consists of 50,000,000 shares of common voting stock of $001 par value authorized, of
which approximately 1,959,579 shall be issued or outstanding at closing.
2. The Capital of Warever consists of 1,000,000 shares of common voting stock of no par value authorized, of
which 300,201 shares are issued and outstanding.
B. The Background for the Reorganization:
1. Warever has certain software that generates significant annual revenue. Significant interest has been shown
concerning the use of this software for distribution by numerous companies and other significant parties.
2. Warever has an interest to be acquired/merged with a public corporation, and
3. LSI wishes to acquire these assets and maintain Warever, Inc., a Utah Corporation, as a majority owned
subsidiary to generate revenue for these companies and other significant parties. As required by law, the vote for
approval of this definitive Agreement and Reorganization shall be approved by a vote of the holders of a majority
of the issued and outstanding shares of LSI, and
4. The Parties contemplate and intend that the acquisition will be a stock for stock transaction; that 85% of the
issued and outstanding capital stock of WAREVER shall be acquired by LSI in exchange solely for 3,000,000
shares of LSI voting stock (Exhibit A); that the remaining 15% of the issued and
outstanding capital stock of WAREVER shall be available to be acquired by LSI in exchange solely for
2,500,000 shares of LSI voting stock th