Clearlogic Inc – ‘8-K’ for 11/13/99 – EX-2

On:  Monday, 11/29/99   ·   For:  11/13/99   ·   Accession #:  1002334-99-238   ·   File #:  0-24376

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Acquisition of Clearlogic                             17     55K 
 2: EX-2        Agreement and Plan of Reorganization                  10     47K 
 3: EX-3.(I)    Certificate of Amendment                               2     10K 

EX-2   —   Agreement and Plan of Reorganization
Exhibit Table of Contents

EX-2
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                                AGREEMENT AND PLAN OF REORGANIZATION

         THIS AGREEMENT AND PLAN OF  REORGANIZATION  (the  "Agreement") is dated
November  13,  1999,  and is by and between St.  James  Group,  Inc., a Delaware
corporation  (the  "Company"),   ClearLogic   Acquisition  Corp,  a  New  Jersey
corporation   ("CA"),   and   ClearLogic,   Inc.,   a  New  Jersey   corporation
("ClearLogic").                                                                 

                                 R E C I T A L S

         WHEREAS,  the  shareholders  of ClearLogic  ("Shareholders")  will own,
prior to  Closing,  the shares of capital  stock of  ClearLogic  as set forth in
Schedule  1  attached  hereto,  which  will  constitute  all of the  issued  and
outstanding stock of ClearLogic (the "ClearLogic Shares");                      

         WHEREAS,  the Company hereby represents and warrants that it is in full
compliance with the Securities Exchange Act of 1934;                            

       WHEREAS, the Company is the owner of all of the outstanding shares of
CA; and                                                                         

         WHEREAS,  the Board of Directors of the Company, CA and ClearLogic deem
it  advisable  that the  acquisition  by the Company of  ClearLogic  be effected
through  the  merger  (the  "Merger")  of  ClearLogic  and CA  pursuant  to this
Agreement and Articles of Merger; and                                           

         WHEREAS,  the  Company  desires  to  acquire  all  of  the  outstanding
ClearLogic  shares for shares of Common Stock of the Company,  in a  transaction
that qualifies under Section  368(a)(2)(E) of the Internal Revenue Code of 1986,
as amended (the "Code"); and                                                    

         WHEREAS,  the Boards of  Directors of the  Company,  CA and  ClearLogic
intend that the Merger constitute a "reorganization"  under Section 368(a)(2)(E)
of the Code, and the infusion of assets to be a tax-free  transfer under Section
351 of the Code and the rules and  regulations of the Internal  Revenue  Service
(the "IRS") promulgated thereunder,  have approved and adopted this Agreement as
a "plan of  reorganization"  within the meaning of Section 368 of the Code,  and
the rules and regulations of the IRS promulgated thereunder, and intend that the
Merger  be  treated  as a  tax-free  merger  under  the Code and the  rules  and
regulations of the IRS promulgated thereunder.                                  

                                 A G R E E M E N T

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained  herein  and in  reliance  upon  the  representations  and  warranties
hereinafter set forth, the parties agree as follows:                            

I.  MERGER                                                                      

         1.01 Merger.  CA shall merge with and into  ClearLogic  pursuant to the
Delaware Revised Business  Corporation Act (the "Merger") and in accordance with
the Certificate of Merger among the Company, CA and ClearLogic (the "Certificate
of Merger"),  a copy of which is attached  hereto as Exhibit 2. The Merger shall
be effective on the date on which the Certificate of Merger, or a conformed copy
thereof, in substantially the form annexed hereto as Exhibit 2,                 

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has been filed with the Secretary of State of Delaware,  which filing shall take
place upon Closing hereinafter defined.                                         

         1.02.  Closing.  The Closing of the  transaction  contemplated  by this
Agreement (the "Closing")  shall take place on the first closing of the offering
described in Section 6.01.  At Closing,  and pursuant to the Articles of Merger,
all outstanding  ClearLogic Shares and employee stock options shall be cancelled
and in lieu thereof the  Shareholders  shall  receive an aggregate of 11,114,458
shares of Company  Common Stock (the  "Company  Shares") and holders of employee
stock options shall receive options to purchase 1,635,542 employee stock options
of the Company.  The Merger shall be a "Reverse  Triangular  Merger" pursuant to
Section 368 (a)(2)(E) of the Internal Revenue Code.                             

    1.03.    Deliveries.  Upon Closing, the parties are delivering the
following documents:                                                            

                1.03(a).  The items and documents set forth in Sections 1.01
and 1.02.                                                                       

          1.03(b).  The Company Shares described in Section 1.02

                  1.03(c).  The Company shall deliver the resignations of all of
         its current  officers  and  directors,  and a board and or  shareholder
         resolution electing Sina Khelil,  Ronaldo  Nascimiento,  Philip Burnham
      and Douglas Schwarzwaelder to the Board of Directors of the Company.

         1.04.  Filings.  Following  with the Closing,  the Company shall file a
         Certificate  of Amendment to the  Certificate of  Incorporation  of the
         Company with the Delaware  Secretary of State  changing the name of the
         Company to "ClearLogic, Inc." or a similar name as may be determined by
         the  Board of  Directors  and shall  file a Current  Report on Form 8-K
reporting the transactions effected by this Agreement.        

II.      REPRESENTATIONS AND WARRANTIES OF CLEARLOGIC                           

         ClearLogic represents and warrants to the Company as follows, as of the
date of this Agreement and as of the Closing:                                   

2.01.  Organization.                                          

                  2.01(a).  ClearLogic is a corporation duly organized,  validly
         existing  and in good  standing  under  the  laws of the  State  of New
         Jersey;  ClearLogic  has the corporate  power and authority to carry on
         its business as presently conducted;  and ClearLogic is qualified to do
         business  in all  jurisdictions  where the  failure to be so  qualified
would have a material adverse effect on its business.         

2.02.  Capitalization.                                        

                 2.02(a).  As of the Closing, the authorized capital stock and
 the issued and outstanding shares of ClearLogic will be as set forth on Exhibit
2.02(a).  All of the issued                                                   

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         and outstanding  shares of ClearLogic will be duly authorized,  validly
issued, fully paid and nonassessable.                         

                 2.02(b).  Except as set forth in Exhibit 2.02(b) there are no
outstanding options, warrants, or rights to purchase any securities of        
ClearLogic.                                                                   

     2.03.    Subsidiaries and Investments.  ClearLogic does not own any
capital stock or have any interest in any corporation, partnership or other     
form of business organization, except as described in Exhibit 2.03 hereto.      

         2.04.  Financial  Statements.   The  audited  financial  statements  of
ClearLogic  as of and for the period  since its  inception to December 31, 1998,
including the audited  balance sheet as of June 30, 1999 and the related audited
statement of operations for the period then ended (the  "Financial  Statements")
present  fairly the financial  position and results of operations of ClearLogic,
on a consistent basis.                                                          

         2.05. No Undisclosed Liabilities.  To the best knowledge of ClearLogic,
other  than as  described  in  Exhibit  2.05  attached  hereto  and the  audited
financial  statements,  ClearLogic  is not subject to any material  liability or
obligation of any nature, whether absolute,  accrued,  contingent,  or otherwise
and whether due or to become due, which is not reflected or reserved  against in
the  Financial  Statements,  except  those  incurred  in the  normal  course  of
business.                                                                       

       2.06.    Absence of Material Changes.  Since June 30, 1999, except as
described in any Exhibit attached hereto or as required or permitted under this 
Agreement, there has not been:                                                

                  2.06(a).   any  material   adverse  change  in  the  condition
         (financial or  otherwise) of the  properties,  assets,  liabilities  or
         business  of  ClearLogic,  except  changes  in the  ordinary  course of
         business  which,  individually  and in the  aggregate,  have  not  been
materially adverse;                                           

              2.06(b).  any redemption, purchase or other acquisition of
any shares of the capital stock of ClearLogic, or the granting of any rights,   
warrants, options or commitments by ClearLogic relating to their authorized or  
issued capital stock; or                                                        

        2.06(c).  any change or amendment to the Articles of
Incorporation of ClearLogic.                                                    

         2.07. Litigation.  Except as set forth in Exhibit 2.07 attached hereto,
to the best  knowledge  of  ClearLogic  there is no  litigation,  proceeding  or
investigation  pending or  threatened  against  ClearLogic  affecting any of its
properties or assets that might result,  either in any case or in the aggregate,
in any material adverse change in the business, operations, affairs or condition
of ClearLogic or its properties or assets,  or that might call into question the
validity of this Agreement, or any action taken or to be taken pursuant hereto. 

         2.08. Title To Assets.  ClearLogic has good and marketable title to all
of its assets and properties now carried on its books  including those reflected
in the balance sheets contained in the Financial  Statements,  free and clear of
all liens, claims, charges, security interests or other encumbrances,  except as
described in Exhibit 2.08 attached hereto or any other Exhibit.                 

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         2.09. Transactions with Affiliates, Directors and Shareholders.  Except
as set  forth in  Exhibit  2.09  attached  hereto,  there  are and have  been no
contracts,  agreements,  arrangements or other transactions  between ClearLogic,
and any officer,  director, or stockholder of ClearLogic,  or any corporation or
other  entity  controlled  by the  Shareholders,  a member of the  Shareholders'
families, or any affiliate of the Shareholders.                                 

         2.10. No Conflict. The execution and delivery of this Agreement and the
consummation of the transactions  contemplated  hereby will not conflict with or
result in a breach of any term or provision of, or  constitute a default  under,
the  Articles  of  Incorporation  or Bylaws  of  ClearLogic,  or any  agreement,
contract or instrument  to which  ClearLogic is a party or by which it or any of
its assets are bound.                                                           

         2.11. Disclosure.  To the actual knowledge of ClearLogic,  neither this
Agreement,   the  Financial  Statements  nor  any  other  agreement,   document,
certificate  or  written or oral  statement  furnished  to the  Company by or on
behalf of ClearLogic in connection with the  transactions  contemplated  hereby,
contains any untrue  statement of a material fact or when taken as a whole omits
to state a material  fact  necessary in order to make the  statements  contained
herein or therein not misleading.                                               

         2.12. Authority.  ClearLogic has full power and authority to enter into
this  Agreement  and to carry  out the  transactions  contemplated  herein.  The
execution  and  delivery  of  this  Agreement  and  the   consummation   of  the
transactions  contemplated hereby, have been duly authorized and approved by the
Board  of  Directors  of  ClearLogic   and,  other  than  the  approval  by  the
Shareholders  of  ClearLogic  described  in  Section  6.04,  no other  corporate
proceedings  on the part of ClearLogic are necessary to authorize this Agreement
and the transactions contemplated hereby.                                       

III.  REPRESENTATIONS AND WARRANTIES OF THE COMPANY                             

         The Company hereby represents and warrants to ClearLogic as follows, as
of the date of this Agreement and as of the Closing:                            

3.01.  Organization.                                          

                  3.01(a). The Company is a corporation duly organized,  validly
         existing, and in good standing under the laws of the State of Delaware;
         has the  corporate  power and  authority  to carry on its  business  as
         presently   conducted;   and  is   qualified  to  do  business  in  all
         jurisdictions  where  the  failure  to be so  qualified  would  have  a
material adverse effect on the business of the Company.       

                  3.01(b).  The copies of the Certificate of  Incorporation,  of
         the Company,  as certified by the  Secretary of State of Delaware,  and
         the  Bylaws of the  Company  are  complete  and  correct  copies of the
         Certificate of  Incorporation  and the Bylaws of the Company as amended
         and in effect on the date  hereof.  All minutes of meetings and actions
         in writing without a meeting of the Board of Directors and shareholders
         of the Company are  contained  in the minute book of the Company and no
minutes or actions in writing                                 

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         without a meeting  have been  included  in such  minute book since such
         delivery to ClearLogic that have not also been delivered to ClearLogic.

         3.02.  Capitalization of the Company.  The authorized  capital stock of
the Company  consists of 20,000,000  shares of Common Stock, par value $.001 per
share, of which 2,250,000 shares shall be outstanding  immediately  prior to the
close of the Merger,  and 1,000,000 shares of preferred stock,  none of which is
outstanding or will be outstanding at the close of the Merger.  All  outstanding
shares are duly  authorized,  validly  issued,  fully  paid and  non-assessable.
Following  the merger  issuance of Company  Shares,  the  capitalization  of the
Company shall be 15,000,000 shares of common stock.                             

    3.03.    Subsidiaries and Investments.  Other than CA, the Company
does not own any capital stock or have any interest in any corporation,         
partnership, or other form of business organization.  CA is newly organized and 
has no liabilities or assets.                                                   

         3.04. Authority. The Company has full power and authority to enter into
this  Agreement  and to carry  out the  transactions  contemplated  herein.  The
execution and delivery of this Agreement,  the  consummation of the transactions
contemplated  hereby,  and the issuance of the Company Shares in accordance with
the terms  hereof,  have  been  duly  authorized  and  approved  by the Board of
Directors  of the  Company  and no other  corporate  proceedings  on the part of
Company are necessary to authorize this Agreement, the transactions contemplated
hereby and the  issuance  of the  Company  Shares in  accordance  with the terms
hereof.                                                                         

  3.05.    No Undisclosed Liabilities.  Other than as described in
Exhibit 3.05 attached hereto, the Company is not subject to any material        
liability or obligation of any nature, whether absolute, accrued, contingent,   
or otherwise and whether due or to become due.                                  

         3.06. Litigation.  There is no litigation,  proceeding or investigation
pending or to the  knowledge  of the  Company,  threatened  against  the Company
affecting any of its properties or assets,  or, to the knowledge of the Company,
against any officer,  director, or stockholder of the Company that might result,
either in any case or in the  aggregate,  in any material  adverse change in the
business,  operations,  affairs  or  condition  of  the  Company  or  any of its
properties  or assets,  or that might call into  question  the  validity of this
Agreement, or any action taken or to be taken pursuant hereto.                  

         3.07. Title To Assets. The Company has good and marketable title to all
of its assets and properties now carried on its books  including those reflected
in the balance sheet contained in the Company's financial  statements,  free and
clear of all liens, claims,  charges,  security interests or other encumbrances,
except as described in the balance sheet  included in the Com- pany's  financial
statements or on any Exhibits attached hereto.                                  

         3.08. Contracts and Undertakings. Exhibit 3.08 attached hereto contains
a list of all contracts, agreements, leases, licenses, arrangements, commitments
and other  undertakings  to which the  Company  is a party or by which it or its
property  is  bound.  Each  of said  contracts,  agreements,  leases,  licenses,
arrangements,  commitments and undertakings is valid,  binding and in full force
and effect. The Company is not in material default, or alleged to be in material
default, under any contract,  agreement, lease, license, commitment,  instrument
or obligation and,                                                              

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to the  knowledge of the  Company,  no other party to any  contract,  agreement,
lease, license,  commitment,  instrument or obligation to which the Company is a
party is in default thereunder nor, to the knowledge of the Company,  does there
exist any condition or event which, after notice or lapse of time or both, would
constitute  a  default  by any  party to any such  contract,  agreement,  lease,
license, commitment, instrument or obligation.                                  

      3.09.    Underlying Documents.  Copies of all documents described in
any Exhibit attached hereto (or a summary of any such contract, agreement or    
commitment, if oral) have been made available to ClearLogic and are complete    
and correct and include all amendments, supplements or modifications thereto.   

         3.10. Transactions with Affiliates, Directors and Shareholders.  Except
as set forth in  Exhibit  3.10  hereto,  there  are and have been no  contracts,
agreements,  arrangements  or other  transactions  between the Company,  and any
officer, director, or 5% stockholder of the Company, or any corporation or other
entity controlled by any such officer,  director or 5% stockholder,  a member of
any such officer,  director or 5% stockholder's  family, or any affiliate of any
such officer, director or 5% stockholder.                                       

         3.11. No Conflict. The execution and delivery of this Agreement and the
consummation of the transactions  contemplated  hereby will not conflict with or
result in a breach of any term or provision of, or  constitute a default  under,
the  Certificate of  Incorporation  or Bylaws of the Company,  or any agreement,
contract or  instrument to which the Company is a party or by which it or any of
its assets are bound.                                                           

         3.12. Disclosure.  To the actual knowledge of the Company, neither this
Agreement  nor any other  agreement,  document,  certificate  or written or oral
statement  furnished to ClearLogic and the  Shareholders  by or on behalf of the
Company in connection with the transactions  contemplated  hereby,  contains any
untrue  statement  of a material  fact or when taken as a whole omits to state a
material  fact  necessary in order to make the  statements  contained  herein or
therein not misleading.                                                         

 3.13.    Financial Statements.  The financial statements of the
Company as of and for the year ended June 30, 1999 present fairly the financial 
position and results of operations of the Company, on a consistent basis.       

       3.14.    Absence of Material Changes.  Since June 30, 1999, except as
described in any Exhibit hereto or as required or permitted under this          
Agreement, there has not been:                                                  

                  3.14(a).  any material  change in the condition  (financial or
         otherwise)  of the  properties,  assets,  liabilities  or  business  of
         Company,  except  changes in the  ordinary  course of  business  which,
      individually and in the aggregate, have not been materially adverse.

                  3.14(b). any redemption,  purchase or other acquisition of any
         shares of the  capital  stock of the  Company,  or any  issuance of any
         shares of capital  stock or the  granting,  issuance or exercise of any
         rights,  warrants,  options or commitments  by the Company  relating to
their authorized or issued capital stock.                     

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               3.14(c).  any amendment to the Certificate of Incorporation
of the Company.                                                                 

IV.      SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS                  

         All  representations,  warranties  and  covenants  of the  Company  and
ClearLogic  contained  herein shall survive the consummation of the transactions
contemplated herein and remain in full force and effect.                        

V.  CONDITIONS TO CLOSING                                                       

      5.01.    Conditions to Obligation of ClearLogic.  The obligations of
ClearLogic under this Agreement shall be subject to each of the following       
conditions:                                                                     

                  5.01(a).  The  representations  and  warranties of the Company
         herein contained shall be true in all material  respects at the Closing
         with the same  effect as though made at such time.  The  Company  shall
         have performed in all material respects all obligations and complied in
         all material respects, to its actual knowledge,  with all covenants and
         conditions  required by this Agreement to be performed or complied with
by it at or prior to the Closing.                             

                  5.01(b).  No  injunction  or  restraining  order  shall  be in
         effect,  and no action or proceeding shall have been instituted and, at
         what would  otherwise  have been the Closing,  remain  pending before a
         court to restrain or prohibit  the  transactions  contemplated  by this
Agreement.                                                    

                  5.01(c). All statutory requirements for the valid consummation
         by the Company of the transactions contemplated by this Agreement shall
         have been fulfilled. All authorizations,  consents and approvals of all
         governments  and other  persons  required  to be  obtained  in order to
         permit consummation by the Company of the transactions  contemplated by
this Agreement shall have been obtained.                      

                  5.01(d).  The  fulfillment  by  the  Company  of  all  of  its
         obligations  under this  agreement  and any and all  related  documents
 (including the sale of the offering set forth in Section 6.01.)

       5.02.    Conditions to Obligations of the Company.  The obligation of
the Company under this Agreement shall be subject to the following conditions:  

                  5.02(a).  The  representations  and  warranties  of ClearLogic
         herein  contained  shall  be true in all  material  respects  as of the
         Closing,  and shall have the same effect as though made at the Closing;
         ClearLogic   shall  have   performed  in  all  material   respects  all
         obligations  and  complied  in all  material  respects,  to its  actual
         knowledge, with all covenants and conditions required by this Agreement
to be performed or complied with by it prior to the Closing.  

            5.02(b).  No injunction or restraining order shall be in
effect prohibiting this Agreement, and no action or proceeding shall have been  
instituted and, at what would                                                   

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         otherwise  have been the Closing,  remain  pending  before the court to
       restrain or prohibit the transactions contemplated by this Agreement.

                  5.02(c). All statutory requirements for the valid consummation
         by ClearLogic of the transactions  contemplated by this Agreement shall
         have been fulfilled. All authorizations,  consents and approvals of all
         governments  and other  persons  required  to be  obtained  in order to
         permit  consummation by ClearLogic of the transactions  contemplated by
this Agreement shall have been obtained.                      

                 5.02(d)  The fulfillment of the obligations of ClearLogic set
forth in Section 6.04.                                                          

VI.      CERTAIN AGREEMENTS                                                     

         6.01. Placement. The Company shall immediately commence the preparation
of a private placement  information to issue or sell $1,000,000 in 8% Debentures
at a price of 100% per share. The infusion of cash in this placement is intended
to qualify as a tax-free  transaction under Section 351 of the Code. The Company
shall rely on  information  provided by  ClearLogic in the  preparation  of such
private  placement  information.  ClearLogic agrees to indemnify the Company and
persons who control the Company for any false  statement  of a material  fact or
the omission of any material fact required to be included to make the statements
made in the memorandum not misleading, related to ClearLogic; provided that such
statement or omission was made in reliance on information provided in writing by
ClearLogic.  The Company agrees to indemnify  ClearLogic and persons who control
ClearLogic  for any false  statement  of a material  fact or the omission of any
material  fact  required  to be  included  to make  the  statements  made in the
memorandum not misleading,  related to the Company; provided that such statement
or omission was made in reliance on information provided in writing. The parties
acknowledge,  however,  that it is the position of the  Securities  and Exchange
Commission that  indemnification  for liabilities  under the federal  securities
laws is against public policy and is unenforceable.                             

         6.02.  Reporting  Requirements.  The  Company  shall  file all  reports
required by Section 13 of the Securities Exchange Act of 1934 and shall maintain
its books and records in accordance with Sections 12 and 13 thereof. The parties
agree that the breach of this Section 6.02 shall constitute a material breach of
this Agreement.                                                                 

         6.03.  Shareholder Approval.  ClearLogic shall submit the Merger to its
Shareholders for approval,  and the Company shall approve the Merger as the sole
shareholder  of CA. The Closing is subject to not more than 5% of the ClearLogic
shareholders  electing dissentor's rights under the Delaware General Corporation
law. The Board of Directors of the Company,  prior to the Closing,  will reserve
sufficient  shares of Company Common Stock for issuance pursuant to the terms of
the Articles of Merger and take such other action as is necessary in  connection
therewith.                                                                      

VII.     MISCELLANEOUS                                                          

      7.01.    Finder's Fees, Investment Banking Fees.  Neither ClearLogic
nor the Company have retained or used the services of any person, firm or       
corporation in such manner as to require                                        

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the payment of any compensation as a finder or a broker in connection with the  
transactions contemplated herein.                                               

         7.02. Tax Treatment. The transactions  contemplated hereby are intended
to qualify as a so-called  "tax-free"  reorganization  under the  provisions  of
Section  368 of the Code and as a tax free  transfer  under  Section  351 of the
Code. The Company and ClearLogic acknowledge,  however, that they each have been
represented by their own tax advisors in connection with this transaction;  that
neither has made any representation or warranty to the other with respect to the
treatment of such  transaction or the effect thereof under  applicable tax laws,
regulations,  or  interpretations;  and that no  attorney's  opinion  or private
revenue  ruling has been obtained with respect to the effects  thereof under the
Internal Revenue Code of 1986, as amended.                                      

         7.03.  Further  Assurances.  From time to time,  at the  other  party's
request and without further consideration,  each of the parties will execute and
deliver to the others such documents and take such action as the other party may
reasonably  request in order to consummate  more  effectively  the  transactions
contemplated hereby.                                                            

         7.04.  Parties in  Interest.  Except as  otherwise  expressly  provided
herein,  all the terms and provisions of this  Agreement  shall be binding upon,
shall inure to the benefit of and shall be enforceable by the respective  heirs,
beneficiaries, personal and legal representatives, successors and assigns of the
parties hereto.                                                                 

         7.05.  Entire  Agreement;  Amendments.  This  Agreement,  including the
Schedules,  Exhibits  and other  documents  and  writings  referred to herein or
delivered  pursuant  hereto,  which  form a part  hereof,  contains  the  entire
understanding  of the parties with respect to its subject  matter.  There are no
restrictions,  agreements, promises, warranties, covenants or undertakings other
than those expressly set forth herein or therein.  This Agreement supersedes all
prior  agreements  and  understandings  between the parties  with respect to its
subject matter.  This Agreement may be amended only by a written instrument duly
executed by the parties or their respective successors or assigns.              

       7.06.    Headings, Etc.  The section and paragraph headings contained
in this Agreement are for reference purposes only and shall not affect in any   
way the meaning or interpretations of this Agreement.                           

      7.07.    Pronouns.  All pronouns and any variations thereof shall be
deemed to refer to the masculine, feminine or neuter, singular or plural, as    
the identity of the person, persons, entity or entities may require.            

   7.08.    Counterparts.  This Agreement may be executed in several
counterparts, each of which shall be deemed an original but all of which        
together shall constitute one and the same instrument.                          

       7.09.    Governing Law.  This Agreement shall be governed by the laws
of the State of Delaware (excluding conflicts of laws principles) applicable to 
contracts to be performed in the State of Delaware.                             

                                26

EX-2
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         IN WITNESS WHEREOF, this Agreement has been duly executed and delivered
by the parties hereto as the date first above written.                          

ST. JAMES                                                 CLEARLOGIC, INC.      
GROUP, INC.                                                                 

By:                                                        By:                  
Name:                                                      Name:                
Title:                                                     Title:               

CLEARLOGIC ACQUISITION CORP.                                                    

By:                                                                             
Name:                                                                           
Title:                                                                          

                                27

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
		11/30/99							8-K
Filed on:		11/29/99
For Period End:		11/13/99		1					8-K
		6/30/99		3		6			10QSB
		12/31/98		3					10QSB
									List all Filings