Share Exchange Agreement

SHARE EXCHANGE AGREEMENT Acquisition of Laser Show Systems (Canada), Ltd., by Light Management Group, Inc. This Agreement is made and entered into this ___ day of May, 1999, by and between Light Management Group, Inc. (hereinafter Light), a Nevada corporation, with offices located at 211 West Wall, Midland, Texas 79701 and Laser Show Systems (Canada), Ltd. (hereinafter Laser) a Canadian corporation, with offices located at 3060 Mainway Drive, Suite 301, Burlington, Ontario, Canada L7M1A3; both of whom hereby agree to the acquisition of Laser by Light as described herein.


RECITALS


WHEREAS, It is understood by the Parties that Light is a Nevada corporation, whose shares are traded over-the-counter (OTC BB symbol: LMGI) and publicly held, stock information is attached hereto as Exhibit A. WHEREAS, It is understood by the Parties that Laser is a Canadian corporation, whose shares are privately held. WHEREAS, Light desires to acquire from Laser one hundred percent (100%) of its ownership, rights, and interest in the entire issued and outstanding share capital of Laser in exchange for three million (3,000,000) shares of Light common stock issued from treasury. WHEREAS, Laser desires to sell Light one hundred percent (100%) of its ownership, rights, and interest in the entire issued and outstanding share capital of Laser its stock in exchange for three million (3,000,000) shares of Light common stock issued from treasury. WHEREAS, the share exchange is intended to qualify as a reorganization under section 368(a)(1)(b) of the Internal Revenue Code (hereinafter the Code).


AGREEMENT


NOW THEREFORE, in consideration of the recitals, mutual promises and covenants set forth herein and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows: 1. Acquisition of Laser Subject to the terms and conditions set forth herein, Laser hereby exchanges and transfers to Light one hundred percent (100%) of its ownership, rights and interest in its entire issued and outstanding share capital for three million (3,000,000) shares of Lights authorized but un-issued common stock from treasury in a non- taxable, asset for asset exchange. It is hereby agreed that Light shall honor and give full force and effect to any employee purchase agreement of Laser in effect as of the date of this Agreement. 2. Issuance of Shares Light hereby agrees to have issued three million (3,000,000) shares of Light from its authorized but un-issued common stock from treasury within five (5) business days from the date of this Agreement. 3. Effective Date


The Effective Date of this share exchange shall be, and such term as used herein shall mean, the exact day and time on which the Articles of Share Exchange attached hereto as Exhibit B are signed by the respective Board of Directors.


In exercising their rights under this Agreement each of the Constituent Corporations may act by its Board of Directors, and such rights may be so exercised, notwithstanding the prior approval of this Agreement by the shareholders of a Constituent Corporation. 4. Representations and Warranties of Laser 4.1 Light hereby makes the following representations and warranties to Laser, each of which is true as of the date hereof and as of the Effective Date: The operations of Laser are validly licensed, organized, and existing in good standing with all State and Federal appropriate regulatory agencies, and Laser has taken all requisite corporate actions required under the Certificates of Incorporation and the By- Laws of Laser and its subsidiaries, and the laws of Canada, to the extent necessary to enter into this Agreement and to carry out the terms and conditions to be performed by Laser. 4.2 Laser represents that it is under no impediment or constraint, legal or otherwise, which would prevent it from entering into this Agreement and performing the exchange transaction described herein; and further represents that it has taken any and all corporate action required under its Certificate of Incorporation, By-Laws, and the laws of Canada, to the extent necessary for the performance by Laser of the promises and covenants contained herein. 4.3 Laser is not involved in any pending litigation or governmental investigation or proceeding. To the best knowledge of Laser, no material litigation, claim, assessment or governmental investigation or proceeding is threatened, which could affect its ability to enter into this Agreement or to carry out its purposes and covenants, which has not been disclosed. Light acknowledges its duty to exercise due diligence in ascertaining the existence of any pending claims, which were not known to Laser prior to executing this Agreement. 4.4 Laser has full power, authority, and legal right to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, and the compliance by Laser with the provisions hereof will not (1) conflict with or result in a breach of any provisions of, or constitute a material default (or an event which, with notice or lapse of time or both, would constitute a material default) under, or result in the creation of any material lien, security interest, charge, or encumbrance upon the Laser property(ies) or any of the material property, business operations, licenses, or othe ...