Share Exchange Agreement

EXHIBIT 1


SHARE EXCHANGE AGREEMENT


SHARE EXCHANGE AGREEMENT made as of December 31, 1998, by and among Global Intellicom, Inc., a Nevada corporation ("GBIT"); Global-Insync, Incorporated a Virginia corporation ("GII" or the "Company"); and GII Acquisition Corp., a Delaware corporation ("GAC").


WHEREAS, GII is a wholly owned subsidiary of GBIT; and


WHEREAS, GAC desires to acquire all of the issued and outstanding shares of common stock of GII from GBIT in exchange for an aggregate of 3,500 shares of a newly designated class of GAC preferred stock called GII Acquisition Corp. Series A 9% Preferred Stock (the "Preferred Stock") the ("Exchange Offer"); and


WHEREAS, the voluntary share exchange contemplated hereby will result in GBIT tendering all of the outstanding common stock of GII to GAC in exchange solely for the Preferred Stock.


NOW, THEREFORE, in consideration of the mutual promises, covenants, and representations contained herein, THE PARTIES HERETO AGREE AS FOLLOWS:


ARTICLE 1
EXCHANGE OF SECURITIES


1.1 Issuance of Shares. Subject to all of the terms and conditions of this Agreement, GAC agrees to cause GII to issue 3,500 shares of Preferred Stock to GBIT in exchange for all of the issued and outstanding shares of GII's Common Stock.


1.2 Exemption from Registration. The parties hereto intend that the Preferred Stock to be issued by GII to GBIT shall be exempt from the registration requirements of the Securities Act of 1933, as amended (the "Act"), pursuant to Section 4(2) of the Act and Rule 506 of Regulation D under such Act.


ARTICLE 2
REPRESENTATIONS AND WARRANTIES OF GII


Except as disclosed in Schedule 2 which is attached hereto and incorporated herein by reference, GII hereby represents and warrants to GAC that:


2.1 Organization. GII is a corporation duly organized, validly existing, and in good standing under the laws of the state of Virginia, has all necessary corporate powers to own its properties and to carry on its business as now owned and operated by it, and is duly qualified to do


business and is in good standing in each of the jurisdictions where its business requires qualification.


2.2 Capital. The authorized capital stock of the Company consists of the shares of common stock set forth on Schedule 2. Schedule 2 also sets forth the number of shares of common stock which are issued and outstanding. There are no other classes of capital stock authorized, issued or outstanding. All of the issued and outstanding shares of the Company's common stock are duly authorized, validly issued, fully paid, and non-assessable. There are no outstanding subscriptions, options, rights, warrants, debentures, instruments, convertible securities, or other agreements or commitments obligating the Company to issue or to transfer from treasury any additional shares of its capital stock of any class.


2.3 Subsidiaries. The Company has no subsidiaries except for National Computer Resources, Inc., a corporation ("NCRI"); and Natcom Automated Solutions, Inc., a corporation ("NASI"). (NCRI and NASI are sometimes hereinafter referred to collectively as the "Subsidiaries" and individually as a "Subsidiary".)


2.4 Directors and Officers. Schedule 2 contains the names and titles of all directors and officers of the Company and each Subsidiary as of the date of this Agreement.


2.5 Financial Statements. The Company has delivered to GAC its audited balance sheet, statement of operations, statement of stockholders' equity and statement of cash flows as of and for the period ended December 31, 1997, and its unaudited balance sheet and statement of operations for the nine months ended September 30, 1998 (the "Company Financial Statements"). The Company Financial Statements are complete and correct in all material respects and have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated. The Financial Statements accurately set out and describe the financial condition of the Company as of September 30, 1998.


2.6 Absence of Changes. Since September 30, 1998, except for changes in the ordinary course of business which have not in the aggregate been materially adverse, to the best of the Company's knowledge, the Company has conducted its business only in the ordinary course and has not experienced or suffered any material adverse change in the condition (financial or otherwise), results of operations, properties, business or prospects of the Companies taken as a whole or waived or surrendered any claim or right of material value.


2.7 Absence of Undisclosed Liabilities. Neither the Company nor any of its properties or assets are subject to any material liabilities or obligations of any nature, whether absolute, accrued, contingent or otherwise and whether due or to become due, that are not reflected in the Company Financial Statements presented to GAC or have otherwise been disclosed in writing to GAC.


2.8 Tax Returns. Except as disclosed to GAC, within the times and in the manner prescribed by law, the Company has filed all federal, state and local tax returns required by law, or


2


has filed extensions which have not yet expired, and has paid all taxes, assessments and penalties due and payable, except for amounts which are not material to the Companies, taken as a whole.


2.9 Investigation of Financial Condition. Without in any manner reducing or otherwise mitigating the representations contained herein, GAC and/or its attorneys shall have the opportunity to meet with accountants and attorneys to discuss the financial condition of the Company. The Company shall make available to GAC and/or its attorneys all books and records of the Company and each Subsidiary. The Company may request that any person receiving information with respect to it shall execute and deliver an appropriate confidentiality agreement as a condition to such receipt.


2.10 Compliance with Laws. The Company and the Subsidiaries have each complied with, and are not in violation of, applicable federal, state or local statutes, laws and regulations (including, without limitation, any applicable building, zoning or other law, ordinance or regulation) affecting its properties or the operation of its business, except for matters which would not have a material affect on the Company or its properties taken as a whole.


2.11 Litigation. Except as disclosed in writing to GAC, the Company is not a party to any suit, action, arbitration or legal, administrative or other proceeding, or governmental investigation pending or, to the best knowledge of the Company, threatened against or affecting the Company or its business, assets or financial condition, except for matters which would not have a material affect on the Companies or their properties taken as a whole. The Company is not in default with respect to any order, writ, injunction or decree of any federal, state, local or foreign court, department, agency or instrumentality applicable to it. The Company is not engaged in any lawsuit to recover any material amount of monies due to it. GII and GBIT are subject to a temporary restraining order (the "TRO") in an action entitled Source Code Corporation, et al v. Global Intellicom Inc. et al 99- 270 (Massachusetts Superior Court, Norfolk) which would prevent the consummation of this transaction. It is a condition to the consummation of the transactions contemplated hereby that the TRO either be modified to permit this transaction or that a consent to this transaction from the plaintiffs be obtained by the GBIT and GII.


2.12 Authority. The Company has full corporate power and authority to enter into this Agreement. The board of directors of the Company has taken all action required to authorize the execution and delivery of this Agreement by or on behalf of the Company and the performance of the obligations of the Company under this Agreement. No other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement by the Company or the performance of its obligations under this Agreement. This Agreement is, when executed and delivered by the Company, and will be a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by general principles of equity, bankruptcy, insolvency, moratorium and similar laws relating to creditors' rights generally.


2.13 Ability to Carry Out Obligations. Neither the execution and delivery of this Agreement, the performance by the Company of its obligations under this Agreement, nor the


3


consummation of the transactions contemplated under this Agreement will to the best of the Company's knowledge: (a) materially violate any provision of the Company's articles of incorporation or by-laws; (b) with or without the giving of notice or the passage of time, or both, violate, or be in conflict with, or constitute a material default under, or cause or permit the termination or the acceleration of the maturity of, any debt, contract, agreement or obligation of the Company, or require the payment of any prepayment or other penalties; (c) require notice to, or the consent of, any party to any agreement or commitment, lease or license, to which the Company is bound; (d) result in the creation or imposition of any security interest, lien, or other encumbrance upon any material property or assets of the Company; or (e) violate any statute or law or any judgment, decree, order, regulation or rule of any court or governmental authority to which the Company is bound or subject. GII and GBIT are subject to a temporary restraining order (the "TRO") in an action entitled Source Code Corporation, et al v. Global Intellicom Inc. et al 99-270 (Massachusetts Superior Court, Norfolk) which would prevent the consummation of this transaction. It is a condition to the consummation of the transactions contemplated hereby that the TRO either be modified to permit this transaction or that a consent to this transaction from the plaintiffs be obtained by the GBIT and GII.


2.14 Full Disclosure. None of the representations and warranties made by the Company herein, or in any schedule, exhibit or certificate furnished or to be furnished in connection with this Agreement by the Company, or on its behalf, contains or will contain any untrue statement of material fact.


2.15 Assets. The Company has good and marketable title to all of its tangible properties and such tangible properties are not subject to any material liens or encumbrances. Notwithstanding the foregoing, the Company has financed certain operating assets and incurred liens in connection therewith as set forth in the Company Financial Statements.


2.16 Material Contracts and Obligations. Attached hereto on Schedule 2 is a list of all agreements, contracts, indebtedness, liabilities and other obligations to which each Company is a party or by which it is bound that are material to the conduct and operations of its business and properties, which provide for payments to or by the Company in excess of $50,000; or which involve transactions or proposed transactions between the Company and its officers and directors. Excluded from such list are sales in the ordinary course of business of the Company. Copies of such agreements and contracts and documentation evidencing such liabilities and other obligations have been made available for inspection by GAC and its counsel. All of such agreements and contracts are valid, binding and in full force and effect in all material respects, assuming due execution by the other parties to such agreements and contracts.


2.17 Consents and Approvals. No consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority is required to be made or obtained by the Company in connection with: (a) the execution and delivery by the Company of this Agreement; (b) the performance by the Company of its obligations under this Agreement; or (c) the consummation by the Company of the transactions contemplated under this Agreement.


4


ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF GBIT


Except as disclosed in Schedule 3 which is attached hereto and incorporated herein by reference, or in the Disclosure Documents (as hereinafter defined), GBIT hereby represents and warrants to GAC that:


3.1 Organization. GBIT is a corporation duly organized, validly existing, and in good standing under the laws of the state of Nevada, has all necessary corporate powers to own its properties and to carry on its business as now owned and operated by it, and is duly qualified to do business and is in good standing in each of the jurisdictions where its business requires qualification.


3.2 Stock Ownership. GBIT owns all of the capital stock of GII free and clear of any claim or encumbrance.


3.3 Subsidiaries. Except as set forth in schedule 3, GBIT has no subsidiaries.


3.4 Directors and Officers. Schedule 3 contains the names and titles of all directors and officers of GBIT as of the date of this Agreement.


3.5 Financial Statements and Disclosure Documents. GBIT has delivered to GAC its audited consolidated balance sheet, consolidated statement of operations, consolidated statement of stockholders' equity and consolidated statement of cash flows as of and for the period ended December 31, 1997, and its unaudited consolidated balance sheet, and consolidated statement of operations for the nine months ended September 30, 1998 (the "GBIT Financial Statements"). The GBIT Financial Statements are complete and correct in all material respects and have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated. The Financial Statements accurately set out and describe the financial condition of the Companies as of September 30, 1998. GBIT has also delivered to GAC a copy of each and every document filed by it since January 1, 1998 with the Securities and Exchange Commission (the "SEC") under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Such documents are hereinafter referred to as the "Disclosure Documents". Any information included in the Disclosure Documents, or in any exhibit thereto (copies of which exhibits will be made available to GAC and/or its attorneys on request) shall be deemed to be a part of Schedule 3, and Schedule 2, as though fully set forth therein.


3.6 Absence of Changes. Since September 30, 1998, except for changes in the ordinary course of business which have not in the ...