Share Exchange Agreement

SHARE EXCHANGE AGREEMENT


THIS AGREEMENT (the "Agreement") is dated as of June 22, 2002, between B&B Capital Group, Inc., a Florida corporation ("B&B"), The American Life and Annuity Company, Inc., a Tennessee corporation ("American"), and the shareholders of American set forth on Exhibit A attached hereto and incorporated herein by such reference (the "Shareholders").


PREAMBLE


WHEREAS, B&B is a corporation duly organized and existing under the laws of the State of Florida, and having authorized capital stock consisting of 100,000,000 shares of common stock, par value $.001 per share, and 5,000,000 shares of preferred stock, par value $.001 per share, of which 50,150 shares of common stock and no shares of preferred stock are issued and outstanding; and


WHEREAS, American is a corporation duly organized and existing under the laws of the State of Tennessee, having authorized capital stock consisting of 5,000,000 shares of common stock, par value $.35 per share and 5,000,000 shares of preferred stock, par value $.35 per share; and


WHEREAS, the Shareholders own 319,794 shares of the common stock of American (the "American Common Stock"), which represents 100% of the issued and outstanding shares of capital stock of American; and


WHEREAS, the laws of the States of Florida and Tennessee permit the Shareholders to exchange their shares of American Common Stock for shares of common stock of B&B ("B&B Common Stock"); and


WHEREAS, it is intended that this transaction be a tax-free exchange pursuant to the provisions of the Internal Revenue Code, as amended; and


WHEREAS, as a result of this Agreement, the parties hereto intend that American will be a wholly-owned subsidiary of B&B, and B&B will be the parent corporation of American.


NOW, THEREFORE, in consideration of the premises and of the mutual agreements and covenants herein contained, as of the "Effective Date," as hereinafter defined, it is agreed that the Shareholders shall exchange their shares of American Common Stock for shares of B&B Common Stock, subject to the terms and conditions set forth and the mode of carrying it into effect as are and shall be as follows:


1. RECITALS. The above recitals are true, correct and are herein incorporated by reference.


2. EXCHANGE OF SHARES. The Shareholders hereby agree to transfer to B&B



at the Closing referred to in Section 3 below all of the shares of American Common Stock currently held of record by the Shareholders in exchange for shares of B&B Common Stock, and B&B agrees to deliver to each of the Shareholders a certificate representing shares of the B&B Common Stock so acquired on the basis of one share of B&B Common Stock for each share of American Common Stock so exchanged.


The Shareholders agree to deliver, as applicable, any certificates representing the shares of American Common Stock held by the Shareholders as set forth above to B&B on the Closing Date. The certificate to be delivered by the Shareholders at the Closing shall be in negotiable form, and the certificate delivered by B&B at the Closing shall be subject to restrictions on transferability pursuant to Federal and state securities laws including, but not limited to, Rule 144 of the Securities Act of 1933, as amended (the "Securities Act") or as applicable.


3. CLOSING DATE. The closing ("Closing") shall be held on the date hereof or such other date and time as may be agreed upon by the parties ("Closing Date").


4. EFFECTIVE DATE. The "Effective Date" shall be the Closing Date.


5. REPRESENTATIONS OF AMERICAN. American hereby makes the following representations and warranties to B&B, each of which is true as of the date hereof and will be true as of the Closing Date with the same effect as though such representations and warranties had been made on the Closing Date:


(a) American is a corporation duly organized and existing under and by virtue of the laws of the State of Tennessee, and is in good standing under the laws thereof with an authorized capitalization of consisting of 5,000,000 shares of common stock, par value $.35 per share and 5,000,000 shares of preferred stock, par value $.35 per share of which 319,794 shares of common stock and no shares of preferred stock are issued and outstanding, with 100% of the issued and outstanding American Common Stock held by the Shareholders. There are no outstanding options, contracts, calls, commitments or demands of any character relating to the authorized but unissued capital stock of American, except as set forth on Schedule 5a hereto.


(b) The shares of American Common Stock to be exchanged at the Closing are validly issued, fully paid and non-assessable.


(c) The execution and delivery of this Agreement by American and the performance by American of its covenants and undertakings hereunder have been duly authorized by all requisite corporate action, and American has the full corporate power and authority to enter into this Agreement and to perform the covenants and undertakings to be performed by it hereunder.


(d) American has the corporate power to carry on its business as now


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conducted. There has been no material adverse change in the condition of American since the date of organization. To the best of the knowledge of American, the only changes in the financial condition of American since said date are those arising from the normal and regular conduct of the business of American.


(e) There is no litigation, governmental proceeding or investigation threatened or in respect to American which could materially affect American, its business and operations. Except for the approval of the Tennessee Department of Insurance, which such approval American believes will be granted, there are government or other approvals or filings necessary to consummate the exchange herein contemplated.


(f) Neither the execution nor the delivery of this Agreement, nor the consummation of the transaction herein contemplated, nor compliance with the terms hereof, will conflict with or result in a breach of any of the terms, conditions or provisions of Articles of Incorporation or the Bylaws of American, as amended, any agreement or instrument to which American is now a party or by which its assets are bound.


6. REPRESENTATIONS OF THE SHAREHOLDERS. Each of the Shareholders severally and not jointly represent, warrant and agree that:


(a) The Shareholder is the beneficial owner of the shares of American Common Stock set forth opposite his/her/its respective name on Exhibit A attached hereto. The shares of American Common Stock to be transferred by the Shareholder to B&B hereunder are free and clear of all voting trusts, agreements, arrangements, encumbrances, liens, claims, equities and liabilities of every nature and the Shareholder is conveying clear and unencumbered title thereto to American.


(b) The Shareholder does not own, nor does the Shareholders know of any other person, corporation or firm that owns any material interest in any property, invention, license, patent, patent application, copyright, trade secret or trade-mark used by American or relating in any way to its business.


(c) There are no agreements to which Shareholder is a party nor does the Shareholder know of any other agreements that in any way materially restrict or impinge upon the business of American or the transfer of the shares of American Common Stock contemplated hereby.


(d) The Shareholder has (i) such knowledge and experience in financial, investment and business matters that he/she/is capable of evaluating the merits and risks of the prospective investment in the securities of B&B, and (ii) consulted with such independent legal counsel or other advisers as the Shareholder has deemed appropriate to assist he/she/it in evaluating the proposed investment in B&B.


(e) The Shareholder represents that he/she/it has adequate means of providing for his/hers/its current financial needs and possible personal contingencies and


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has no need for liquidity of investment in B&B and can afford to hold unregistered securities for an indefinite period of time.


(f) The Shareholder has been afforded the opportunity to ask questions of, and receive answers from the officers and/or directors of each B&B and American acting on their respective behalf concerning the terms and conditions of this transaction and to obtain any additional information, to the extent that either company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information furnished; and the Shareholder has availed himself/herself/itself of such opportunity to the extent the Shareholder considers appropriate in order to permit the undersigned to evaluate the merits and risks of an investment in B&B.


(g) The Shareholder acknowledges that neither B&B nor American are making any investment or other recommendations to the Shareholder concerning the transactions herein contemplated.


7. REPRESENTATIONS OF B&B. B&B hereby makes the following representations and warranties to the Shareholders and American, each of which is true as of the date hereof and will be true as of the Closing Date with the same effect as though such representations and warranties had been made on the Closing Date:


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