AGREEMENT AND PLAN OF REORGANIZATION
AGREEMENT AND PLAN OF REORGANIZATION dated this 7th day of March, 1983, by and between
Black Butte Petroleum, a Utah Corporation (hereinafter called "Black Butte"), and Triam, Ltd., a Nevada
Corporation (hereinafter called "Triam").
PLAN OF REORGANIZATION
The reorganization will comprise in general the conveyance by Black Butte to Triam, of all of the assets of Black
Butte, the issuance by Triam, to Black Butte of shares of Triam's common stock, as hereinafter set forth, and the
subsequent dissolution of Black Butte with the concomitant distribution of Triam shares to stockholders. The
company has set up a subsidiary, Triam, Ltd., a corporation under the laws of the State of Nevada, in which
Black Butte owns all outstanding stock. The company proposes to sell all of its' assets and liabilities to Triam in
exchange for common stock, thereby changing its domicile from the State of Utah to the State of Nevada. The
change of domicile will have the advantage of reducing the future taxes to the company. The change in domicile is
made pursuant to the provisions of Section 368(a)(1)(c) of the Internal Revenue Code of 1954, as amended, and
in reliance to the exemption provided by the Securities Act of 1933, as amended, Rule 145(a)(2) and 145(a)(3).
The company proposes to sell its' assets and liabilities for 19,500,000 shares of Triam, $0.001 (one tenth cent)
par value common stock. The company will then effect a distribution of the Triam shares to its shareholders in
exchange for their Black Butte stock. The 7,500,000 shares issued to Black Butte when it set up Triam as a
subsidiary shall be returned to the Triam treasury. Said shares, when issued, to be restricted and issued for
investment purposes only in compliance with Rule 144 of the Securities and Exchange Act of 1933 as amended.
The shareholders of Black Butte would then own stock of Triam.
In order to consummate the foregoing plan of reorganization, and in consideration of the promises and o