Solution Technology International Inc – ‘8-K’ for 11/10/97 – EX-2

As of:  Monday, 12/1/97   ·   For:  11/10/97   ·   Accession #:  1019687-97-101   ·   File #:  0-27842

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Aquisition and Disposition of Assets                   5     19K 
 2: EX-2        Exhibit 2.1 Merger With Rcp Enterprises               16     63K 
 3: EX-2        Exhibit 2.2 Merger With Tio Mariano Cigar Corp        16     67K 
 4: EX-3        Exhibit 3 Certificate of Amendment                     1      7K 

EX-2   —   Exhibit 2.2 Merger With Tio Mariano Cigar Corp
Exhibit Table of Contents

EX-2
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MERGER AGREEMENT  

AMONG 

SPORTS-GUARD, INC.  

TIO MARIANO CIGAR CORP.   

AND 

TIO CIGARS, INC.  

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TABLE OF CONTENTS 
                                                                          Page
                                                                          ----

 1.   The Merger...........................................................1
       1.1.  Effective Time................................................2
       1.2.  Conversion of Shares..........................................2
       1.3.  Restricted Securities.........................................2
       1.4.  Articles of Incorporation.....................................3
       1.5.  Bylaws........................................................3
       1.6.  Dissenters' Rights............................................3
       1.7.  Directors.....................................................3

2.   Representations, Warranties and Agreements of Tio and Tio            
Shareholders.................................................................3  
       2.1.  Due Organization..............................................3
       2.2.  Corporate Authority...........................................3
       2.3.  Capitalization................................................4
       2.4.  Subsidiaries..................................................4
       2.5.  No Financial Statements.......................................4
       2.6.  No Undisclosed Liabilities....................................4
       2.7.  Title To Properties...........................................4
       2.8.  Compliance with Laws; Litigation..............................4
       2.9.  Tax Returns...................................................5
       2.10.  Full Disclosure..............................................5
       2.11.  Board Action.................................................5
       2.12.  Title to Target Shares.......................................5
       2.13.  Continuity of Business Enterprise............................5
       2.14.  No Intent to Sell............................................5

3.   Representations, Warranties and Agreements of Parent and Merger      
Subsidiary...................................................................5  
       3.1.  Organization of Parent and Merger Subsidiary..................6
       3.2.  Corporate Authority...........................................6
       3.3.  Capitalization................................................6
       3.4.  No Undisclosed Liabilities....................................6
       3.5.  Compliance with the Laws; Litigation..........................7
       3.6.  Tax Returns...................................................7
       3.7.  Full Disclosure...............................................7
       3.8.  Board Action..................................................7

 4.   Action Prior to the Effective Time...................................7
       4.1.  Approval of Tio Shareholders..................................7
       4.2.  Accuracy of Representations and Warranties....................7
       4.3.  Closing.......................................................8

(i)   

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 5.   Conditions Precedent to Obligation of Parent and Merger Subsidiary   8
       5.1.  No Adverse Change; Corporate Action...........................8
       5.2.  No Litigation.................................................8
       5.3.  Securities Laws...............................................8

 6.   Conditions Precedent to Obligation of Tio............................8
  6.1.  Accuracy of Representations and Warranties; Performance of
Obligations..................................................................8  
       6.2.  No Litigation.................................................9

 7.   Other Provisions.....................................................9
       7.1.  Governing Law.................................................9
       7.2.  Waiver........................................................9
       7.3.  Survival......................................................9
       7.4.  No Indemnification............................................9

 8.   Titles and Headings..................................................9

 9.   Notices..............................................................9

 10.   Assignment.........................................................10

 11.   Counterparts.......................................................10

 12.   Amendment..........................................................10

Exhibit A - Tio Share Ownership                                           

(ii)  

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MERGER AGREEMENT

  THIS MERGER AGREEMENT, made and entered into as of this 31st day of October,
1997, by and among TIO CIGARS, INC., a corporation established and governed     
under the laws of the State of Ohio ("Tio" or "Target"), TIO MARIANO CIGAR      
CORP., a corporation to be established and governed under the laws of the State 
of Delaware ("Merger Subsidiary"), Tio and Merger Subsidiary being hereinafter  
sometimes called the "Constituent Corporations" and Merger Subsidiary being     
hereinafter sometimes called the "Surviving Corporation", and SPORTS-GUARD,     
INC., a Delaware corporation ("Parent") (Parent joining as an additional party, 
not being a Constituent Corporation).                                           

W I T N E S S E T H 

Merger Subsidiary and Target propose to merge pursuant to this Merger     
Agreement (the "Merger Agreement"), which provides for the merger of Target     
with and into Merger Subsidiary, with Merger Subsidiary as the surviving        
corporation (the "Merger"), pursuant to the applicable laws of the States of    
Delaware and Ohio, at the Effective Time, as defined herein, with the intent to 
qualify the transactions provided for herein as a reorganization within the     
meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the 
"Code"). Contemporaneously herewith, Parent has entered into a merger agreement 
with RCP Enterprises Group, LLC, an Ohio limited liability Company ("RCP"),     
whereby RCP will merger with and into a wholly-owned subsidiary of Parent, with 
such wholly-owned subsidiary as the surviving corporation and in which RCP      
members shall receive Parent shares (the "RCP Merger"). This Merger Agreement   
records the representations and warranties made by Parent, Merger Subsidiary    
and Tio in connection with the instant Merger, sets forth certain covenants and 
agreements of the parties, provides conditions to the obligations of the        
parties and sets forth other provisions relating to the Merger.                 

NOW, THEREFORE, Parent, Merger Subsidiary and Tio in consideration of the 
agreements, covenants and conditions contained herein, hereby make the          
following representations and warranties, give the following covenants and      
agree as follows:                                                               

A G R E E M E N T 

1.   THE MERGER.  At the Effective Time (as hereinafter defined) of the   
Merger, Tio shall be merged with and into Merger Subsidiary by statutory        
merger; the separate existence of Tio shall cease and Merger Subsidiary shall   
be the surviving corporation, and on the following terms and conditions:        

1.1.  EFFECTIVE TIME.  The Merger shall be effective (the "Effective  
Time") when this Merger Agreement and/or appropriate certificates of its        
approval and adoption and acknowledgments shall have been filed with the        
Secretary of State of Delaware.                                                 

1   

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1.2.  CONVERSION OF SHARES.  At the Effective Time, by virtue of the  
Merger, and without any action on the part of the holders thereof:              

     1.2.1.  Each of the shares of Tio common stock, no par value, ("Tio
Common Stock") held by Tio Shareholders, as described in Appendix A (the "Tio   
Shareholders"), which shall be outstanding immediately prior to the Effective   
Time (collectively "the Shares") and other than Shares which are dissenting     
shares, shall cease to be outstanding and shall be converted into shares of     
common stock, $.01 par value, of Parent ("Parent Common Stock") at a ratio of   
one (1) share of Parent Common Stock for each two (2) shares of Tio Common      
Stock, except that fractional shares shall be rounded up to the nearest whole   
share.  The foregoing exchange ratio includes the effect of a proposed one-for- 
ten reverse split of Parent Common Stock to be effected prior to the Effective  
Time (i.e., an aggregate of 1,310,000 shares of Parent Common Stock will be     
issued to the Tio Shareholders).  Holders of certificates which represent the   
Shares shall thereafter have no rights as shareholders of Target.  Except for   
issuance by Parent of stock in connection with the RCP Merger, after the date   
of this Merger Agreement and prior to the Effective Time, neither Parent nor    
Tio shall declare or pay to its shareholders of record a stock dividend upon    
the Parent Common Stock or the Tio Common Stock, as the case may be, or         
subdivide, split up, reclassify or combine the Parent Common Stock or the Tio   
Common Stock, as the case may be, or make any other distribution of securities  
or property in respect of the Parent Common Stock or the Tio Common Stock, as   
the case may be or otherwise effect any capital reorganization.                 

1.2.2.  From and after the Effective Time, each holder of a   
certificate theretofore representing issued and outstanding Shares (but not     
including Shares which are dissenting shares within the meaning of the Ohio     
General Corporation Law shall, upon the surrender of such certificates to       
Parent, be entitled to receive in exchange therefor a certificate or            
certificates representing the number of shares of Parent Common Stock into      
which the Shares theretofore represented by the certificate or certificates so  
surrendered shall have been converted pursuant to subsection 1.2.1 above.  From 
and after the Effective Time, until so surrendered, each certificate            
theretofore representing Shares (except for certificates representing           
dissenting shares) shall be deemed for all corporate purposes to evidence the   
number of shares of Parent Common Stock into which such Shares shall have been  
converted.                                                                      

1.3.  RESTRICTED SECURITIES.  The Parent Common Stock to be issued in 
exchange for the Shares has not been registered under the Securities Act of     
1933, as amended, by reason of an exemption therefrom, and may not be           
transferred or resold except pursuant to an effective registration statement or 
exemption from registration and each certificate representing the Shares will   
be endorsed with the following legends and any legend required to be placed     
thereon by applicable state securities laws:                                    

2   

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"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE          
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,         
AS AMENDED (THE "ACT").  THE SHARES HAVE BEEN ACQUIRED        
FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED,              
ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF           
A CURRENT AND EFFECTIVE REGISTRATION STATEMENT UNDER          
THE ACT WITH RESPECT TO SUCH SHARES, OR AN OPINION            
OF THE ISSUER'S COUNSEL TO THE EFFECT THAT                    
REGISTRATION IS NOT REQUIRED UNDER THE ACT."                  

1.4.  ARTICLES OF INCORPORATION.  The Certificate of Incorporation of 
Merger Subsidiary shall continue to be the Certificate of Incorporation of the  
Surviving Corporation immediately after the Effective Time.                     

    1.5.  BYLAWS.  The Bylaws of Merger Subsidiary in effect immediately prior
to the Effective Time shall continue to be the Bylaws of the Surviving          
Corporation immediately after the Effective Time.                               

   1.6.  DISSENTERS' RIGHTS.  Parent and Tio shall take all actions mandated
by the Ohio General Corporation Law to permit and satisfy the exercise of       
rights of dissent and appraisal by holders of Tio Common Stock.                 

  1.7.  DIRECTORS.  The Board of Directors of the Surviving Corporation at
and as of the consummation of the transactions contemplated herein shall be as  
set forth on Schedule 1.7 hereto.                                               

  2.   REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF TIO AND TIO SHAREHOLDERS.
As an inducement to Parent and Merger Subsidiary to enter into this Merger    
Agreement and to consummate the transactions contemplated herein, Tio, and the  
Tio shareholders as to Sections 2.12 and 2.14 only, represent and warrant to    
Parent and Merger Subsidiary and agree as follows:                              

    2.1.  DUE ORGANIZATION. Tio is a corporation duly incorporated and validly
existing in good standing under the laws of the State of Ohio, and has full     
corporate power and authority to own or lease its properties and to carry on    
its business as now conducted.  Tio is duly licensed, qualified to do business  
and in good standing as a foreign corporation in each jurisdiction in which its 
failure to be so licensed or qualified would have a material adverse effect on  
its business taken as a whole.                                                  

3     

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    2.2.  CORPORATE AUTHORITY.  The execution, delivery and performance by Tio
of this Merger Agreement has been duly authorized and approved by its Board of  
Directors, subject to approval of the Merger contemplated herein by its         
shareholders pursuant to section 4.1 hereof, and neither the execution and      
delivery of this Merger Agreement nor the consummation of the transactions      
contemplated hereby, nor compliance with nor fulfillment of the terms and       
provisions herein, will:  (i) conflict with or result in a breach of the terms, 
conditions or provisions of or constitute a default under the Articles of       
Incorporation or Bylaws of Tio, any material agreement, instrument or judgment  
to which it is a party or by which it is bound or any statute or regulatory     
provisions affecting Tio; (ii) give any party to or with rights under any such  
agreement, instrument or judgment the right to terminate, modify or otherwise   
change the material rights or obligations of Tio under such agreement,          
instrument or judgment; or (iii) require the approval, consent or authorization 
of any Federal, state or local court, governmental authority or regulatory      
body, other than in connection with or in compliance with the provisions of the 
Ohio General Corporation Law and Federal or state securities or antitrust laws. 
Tio has, and will have at the Effective Time, full corporate power and        
corporate authority to complete the merger with Merger Subsidiary pursuant to   
this Merger Agreement and to do and perform all acts and things required to be  
done by Tio under the Merger Agreement, subject to compliance with the          
provisions of the Ohio General Corporation Law and Federal or state securities  
or antitrust laws.                                                              

 2.3.  CAPITALIZATION.  As of the Effective Time, the authorized capital
stock of Tio shall consist of 3,000,000 shares of Tio Common Stock, no par      
value, of which 2,620,000 shares shall be issued and outstanding (none of which 
are owned beneficially or of record by Tio) as of the date of this Merger       
Agreement.  All of the issued and outstanding shares of Tio Common Stock are    
duly and validly issued and are fully paid and non-assessable.  Except as set   
forth on Exhibit B, no other securities of Tio are outstanding, and Tio has not 
issued nor taken any action toward issuance of any other options, warrants,     
conversion privileges or other rights to purchase or acquire shares of Tio      
Common Stock, whether upon exchange for or conversion of other securities or    
otherwise, and no rescission or redemption rights exist with regard to existing 
shareholders.  No shares of Tio Common Stock will be issued between the date    
hereof and the Effective Time.                                                  

   2.4.  SUBSIDIARIES.  Tio has no subsidiaries and no ownership interest in
any other entities.                                                             

   2.5.  NO FINANCIAL STATEMENTS.  Tio was incorporated on June 19, 1997 and
has had no significant operations to date.                                      

  2.6.  NO UNDISCLOSED LIABILITIES. Tio has no material liabilities, fixed
or contingent.                                                                  

 2.7.  TITLE TO PROPERTIES.  Tio has good, valid and marketable title to
all of the properties and assets.  All such properties and assets are free and  
clear of all liens, claims, charges, security interests or other encumbrances.  

2.8.  COMPLIANCE WITH LAWS; LITIGATION.  Tio is not in default in any 
material respect under any material agreement, lease or other document to which 
it is a party, nor has Tio received written notice of or is, to the knowledge   
of any executive officer of Tio, in material violation of any law or order,     
writ, injunction or decree of any court or Federal, state, municipal or other   
governmental department, commission, board, bureau, agency or instrumentality   
and there are no material lawsuits, proceedings, claims or governmental         
investigations pending or, to the knowledge of any executive officer of Tio,    
threatened against Tio or against its properties or business, nor is there any  
reasonable basis known to Tio for any such action and there is no action, suit, 
proceeding or investigation pending, threatened or, to the knowledge of Tio,    
contemplated which questions the legality, validity or propriety of the         
transactions contemplated by this Merger Agreement.                             

4   

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2.9.  TAX RETURNS.  Tio has (i) filed or has caused to be filed all   
federal, state and local franchise, income, sales, gross receipts and all other 
tax returns and statements required to be filed by Tio or on its behalf and     
which were due prior to the date of this Merger Agreement (the "Tax Returns and 
Statements") and (ii) paid within the time and in the manner prescribed by law  
all taxes due prior to the date of this Merger Agreement.  No tax assessment or 
deficiency has been made against Tio nor has any notice been given of any       
actual or proposed assessment or deficiency which has not been paid or for      
which an adequate reserve has not been set aside.                               

2.10.  FULL DISCLOSURE.  No representation or warranty by Tio in this 
Merger Agreement or any written information, documents or memoranda furnished   
or to be furnished by Tio or any of its authorized representatives to Parent or 
Merger Subsidiary or any of their representatives is false or misleading in any 
material respect or omits to state a material fact required to be stated        
therein or necessary in order to make any of the statements therein not         
misleading.                                                                     

 2.11.  BOARD ACTION.  The Board of Directors of Tio, by requisite vote,
determined that the Merger is in the best interests of Tio and its              
shareholders, approved the Merger Agreement and recommended approval and        
adoption of the Merger Agreement by the shareholders of Tio.                    

   2.12.  TITLE TO TARGET SHARES.  Each Tio Shareholder owns and holds title
to, and will at the Effective Time own and hold title to, respectively, the Tio 
Common Stock (or shares) now (and at Effective Time to be) owned by him or her, 
as set forth in Exhibit A, free and clear of any lien, charge or encumbrance of 
any kind.                                                                       

2.13.  CONTINUITY OF BUSINESS ENTERPRISE.  Tio operates at least one  
significant historic business line, or owns at least a significant portion of   
its historic business assets, within the meaning of Treasury Regulation Section 
1.368-1(d) promulgated under the Internal Revenue Code.                         

2.14.  NO INTENT TO SELL.  No Tio Shareholder has, or at the Effective
Time will have, any present plan, intention or arrangement to sell, transfer or 
otherwise in any manner dispose of any of the Parent Common Stock to be issued  
to such Shareholder pursuant to the merger.                                     

3.   REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF PARENT AND MERGER      
SUBSIDIARY.  As an inducement to Tio to enter into this Merger Agreement and to 
consummate the transactions contemplated herein, Parent and Merger Subsidiary   
hereby represent and warrant to Tio and its shareholders and agree as follows:  

5   

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3.1.  ORGANIZATION OF PARENT AND MERGER SUBSIDIARY.  Parent is a      
corporation duly incorporated and validly existing in good standing under the   
laws of the State of Delaware; Merger Subsidiary is a corporation duly          
incorporated, validly existing and in good standing under the laws of the State 
of Delaware and is a directly and wholly owned subsidiary of Parent; Parent and 
Merger Subsidiary each has full corporate power and authority to consummate the 
Merger as provided herein and Parent has full corporate power to own or lease   
its properties and to carry on its business as it is currently conducted.       
Parent is duly licensed, qualified to do business and in good standing as a     
foreign corporation in each jurisdiction in which its failure to be so licensed 
or qualified would have a material adverse effect on its business taken as a    
whole.                                                                          

3.2.  CORPORATE AUTHORITY.  The execution, delivery and performance by
Parent and Merger Subsidiary of this Merger Agreement have been duly authorized 
and approved by the Boards of Directors of Parent and Merger Subsidiary,        
subject to the approval of the shareholders of Parent pursuant to section 4.1,  
and neither the execution nor delivery of this Merger Agreement nor the         
consummation of the transactions contemplated hereby, nor compliance with nor   
fulfillment of the terms and provisions herein, will, (i) conflict with or      
result in a breach of the terms, conditions or provisions of or constitute a    
default under the Articles of Incorporation or Bylaws of Parent, the Articles   
of Incorporation or Bylaws of Merger Subsidiary or any material agreement,      
instrument or judgment to which Parent or Merger Subsidiary is a party or by    
which either is bound or any statute or regulatory provisions affecting Parent  
or Merger Subsidiary, (ii) give any party to or with rights under any such      
agreement, instrument or judgment the right to terminate, modify or otherwise   
change the material rights or obligations of Parent or Merger Subsidiary under  
such agreement, instrument or judgment, or (iii) require the approval, consent  
or authorization of any Federal, state or local court, governmental authority   
or regulatory body, other than in connection with or in compliance with the     
provisions of the Delaware General Corporation Law and Federal or state         
securities or antitrust laws.  Merger Subsidiary has, and will have at the      
Effective Time, full corporate power and corporate authority to merge with Tio  
pursuant to this Merger Agreement and Parent and Merger Subsidiary will have at 
the Effective Time, full corporate power and corporate authority to do and      
perform all acts and things required to be done by them under this Merger       
Agreement, subject to compliance with the provisions of the Delaware General    
Corporation Law and Federal or state securities or antitrust laws.              

   3.3.  CAPITALIZATION.  The authorized capital stock of Parent consists of
20,000,000 shares of Parent Common Stock, $.01 par value, of which following    
the Merger and the RCP Merger approximately 6,167,700 shares will be issued and 
outstanding.  The shares of Parent Common Stock to be issued to the             
shareholders of Tio pursuant to this Merger Agreement, when issued and          
delivered in accordance with the terms of this Merger Agreement, will be        
validly issued, fully paid and non-assessable, and not subject to preemptive    
rights.                                                                         

3.4.  NO UNDISCLOSED LIABILITIES.  Parent has no material undisclosed 
liabilities, either fixed or contingent.                                        

6   

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3.5.  COMPLIANCE WITH THE LAWS; LITIGATION.  Neither Parent or Merger 
Subsidiary is in default in any material respect under any material agreement,  
lease or other document to which it is a party, or has received written notice  
of or is, to the knowledge of any executive officer of Parent or Merger         
Subsidiary, in material violation of any law or order, writ, injunction or      
decree of any court or Federal, state, municipal or other governmental          
department, commission, board, bureau, agency or instrumentality.  There are no 
material lawsuits, proceedings, claims or governmental investigations pending   
or, to the knowledge of any executive officer of Parent or Merger Subsidiary,   
threatened against Parent or Merger Subsidiary or against its properties or     
business, nor is there any reasonable basis known to Parent or Merger           
Subsidiary for any such action and there is no action, suit, proceeding or      
investigation pending, threatened or, to the knowledge of Parent or Merger      
Subsidiary, contemplated which questions the legality, validity or propriety of 
the transactions contemplated by this Merger Agreement.                         

3.6.  TAX RETURNS.  Parent has (i) filed or has caused to be filed all
federal, state and local franchise, income, sales, gross receipts and all other 
tax returns and statements required to be filed by Parent or on its behalf and  
which were due prior to the date of this Merger Agreement (the "Tax Returns and 
Statements") and (ii) paid within the time and in the manner prescribed by law  
all taxes due prior to the date of this Merger Agreement.  The Tax Returns and  
Statements are true, complete and accurate in all material respects.  No tax    
assessment or deficiency has been made against Parent nor has any notice been   
given of any actual or proposed assessment or deficiency which has not been     
paid or for which an adequate reserve has not been set aside.                   

    3.7.  FULL DISCLOSURE.  No representation or warranty by Parent and Merger
Subsidiary to Tio under this Merger Agreement or any of the written             
information, documents or memoranda furnished or to be furnished by Parent or   
any of its authorized representatives to Tio or any of its representatives is   
false or misleading or omits to state a material fact required to be stated     
therein or necessary in order to make any of the statements therein not         
misleading.                                                                     

   3.8.  BOARD ACTION.  The Board of Directors of Parent, by requisite vote,
determined that the Merger is in the best interests of Parent and approved the  
Merger Agreement.                                                               

4.   ACTION PRIOR TO THE EFFECTIVE TIME.  The parties covenant to take the
following action between the date hereof and the Effective Time:                

  4.1.  APPROVAL OF TIO SHAREHOLDERS.  Tio will obtain the approval of its
shareholders for the Merger on the terms and conditions set forth in this       
Merger Agreement and in connection therewith will comply fully with the         
applicable provisions of the Florida 1989 Business Corporation Act relating to  
the calling and holding of a meeting of shareholders or the action of           
shareholders without a meeting for such purpose.                                

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 4.2.  ACCURACY OF REPRESENTATIONS AND WARRANTIES.  Tio and Parent shall
refrain from taking any action which would render any representation and/or     
warranty contained in paragraphs 2 and 3 of this Merger Agreement inaccurate as 
of the Effective Time.  Parent will promptly notify Tio of any lawsuits,        
claims, proceedings or investigations that may be threatened, brought, asserted 
or commenced against Parent or its subsidiary or any of their officers or       
directors (i) involving in any way the Merger or (ii) which might have a        
material adverse impact on the business, properties or assets of Parent, taken  
as a whole.  Tio will promptly notify Parent of any lawsuits, claims,           
proceedings or investigations that may be threatened, brought, asserted or      
commenced against Tio or its officers or directors (i) involving in any way the 
Merger or (ii) which might have a material adverse impact on the business,      
properties or assets of Tio, taken as a whole.                                  

4.3.  CLOSING.  The transactions contemplated in this Merger Agreement
shall be closed at the offices of Tio and this Merger Agreement and Articles of 
Merger shall be filed promptly following such closing.                          

5.   CONDITIONS PRECEDENT TO OBLIGATION OF PARENT AND MERGER SUBSIDIARY.  
The obligation of Parent and Merger Subsidiary to effect the Merger is subject  
to the satisfaction on or prior to the Effective Time of each of the following  
conditions:                                                                     

5.1.  NO ADVERSE CHANGE; CORPORATE ACTION.  No material adverse change
shall have occurred in the assets, liabilities, business, operations,           
properties, prospects or condition (financial or otherwise) of Tio.  Tio shall  
have performed in all material respects all obligations and agreements and      
complied in all material respects with all covenants and conditions contained   
in this Merger Agreement to be performed and complied with by it at or prior to 
the Effective Time.                                                             

    5.2.  NO LITIGATION.  No order of any court or administrative agency shall
be in effect which restrains or prohibits the transactions contemplated by this 
Merger Agreement and no suit, action, investigation, inquiry or proceeding by   
any governmental body or other person or legal or administrative proceeding     
shall have been instituted or threatened which questions the validity or        
legality of the transactions contemplated hereby.                               

  5.3.  SECURITIES LAWS.  Parent shall have received all necessary permits
and otherwise complied with any state Blue Sky, securities, tender offer or     
take-over laws applicable to the issuance of shares of Parent Common Stock in   
connection with the Merger.  Parent agrees to use its best efforts promptly to  
accomplish the foregoing.                                                       

6.   CONDITIONS PRECEDENT TO OBLIGATION OF TIO.  The obligation of Tio to 
effect the Merger is subject to the fulfillment at or prior to the Effective    
Time of each of the following conditions:                                       

6.1.  ACCURACY OF REPRESENTATIONS AND WARRANTIES; PERFORMANCE OF      
OBLIGATIONS.  The representations and warranties of Parent and Merger           
Subsidiary contained in this Merger Agreement, or in any certificate or         
document delivered pursuant to the provisions hereof shall be true and correct  
on and as of the Effective Time as though such representations and warranties   
were made at and as of such time.  Parent shall have performed in all material  
respects all obligations and agreements and complied in all material respects   
with all covenants and conditions contained in this Merger Agreement to be      
performed and complied with by it at or prior to the Effective Time.            

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    6.2.  NO LITIGATION.  No order of any court or administrative agency shall
be in effect which restrains or prohibits the transactions contemplated by this 
Merger Agreement and no suit, action, investigation, inquiry or proceeding by   
any governmental body or other person or legal or administrative proceeding     
shall have been instituted or threatened which questions the validity or        
legality of the transactions contemplated hereby.                               

7.   OTHER PROVISIONS.                                                    

7.1.  GOVERNING LAW.  This Merger Agreement shall be construed and    
interpreted according to the laws of the State of Ohio and the Ohio General     
Corporation Law shall be applicable to approval of the Merger by the board of   
directors and shareholders of Tio and to the procedures relating to filing of   
the Merger Agreement with the Secretary of State of Ohio.                       

7.2.  WAIVER.  To the extent otherwise permitted by applicable law any
party may, at its option, waive in writing any and all of the conditions herein 
contained to which its obligations hereunder are subject.                       

7.3.  SURVIVAL.  The representations and warranties of Tio, Merger    
Subsidiary and Parent shall survive the Effective Time.                         

  7.4.  NO INDEMNIFICATION.  Except as set forth in this Merger Agreement,
there shall be no agreement, express or implied, to indemnify Tio, Merger       
Subsidiary or Parent with respect to the respective covenants, representations  
or warranties expressed herein.                                                 

 8.   TITLES AND HEADINGS.  The titles and headings contained in this Merger
Agreement are inserted for convenience only and shall not affect in any way the 
meaning or interpretation of this Merger Agreement.                             

9.   NOTICES.   All notices, requests, demands, and other communications  
given, or required to be given pursuant to the terms of this Merger Agreement   
shall be in writing and may be delivered in person (by hand, messenger, or      
other confirmable form of delivery), or be sent by registered or certified      
mail, return receipt requested, postage prepaid, addressed as follows, or by    
Federal Express or other nationally recognized overnight courier service,       
addressed as follows, or by facsimile transmission, to the following respective 
numbers, followed by a copy being delivered in person, by mail, or by overnight 
courier as specified herein:                                                    

If to Tio:            Tio Cigars, Inc.                                    
               Attention:  Richard C. Peplin, Jr., President
25100 Detroit Road            
Westlake, Ohio 44145          

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If to Parent or                                                           
Merger Subsidiary:    Sports-Guard, Inc.                                  
 c/o Invest L'Inc. Partners, LLC
  1901 N. Roselle Road, Suite 1030
Schaumburg, Illinois 60195    

Either party may, by written notice to the other, specify a different address   
or numbers for notice purposes.  Any notice sent to the party to whom it is     
addressed in accordance with this paragraph will be deemed to have been given   
(i) when received, if personally delivered; (ii) if sent by registered or       
certified mail, return receipt requested, upon the date of delivery shown on    
the receipt card, or if no date is shown, the postmark thereon; (iii) if sent   
via Federal Express or other nationally recognized overnight courier, one (1)   
business day after deposit with such overnight courier; or (iv) if sent by      
facsimile transmission, on the day on which it is sent, if receipt of           
transmission is confirmed by telephone.  If notice is received on a Saturday,   
Sunday or legal holiday, it will be deemed to have been given and received on   
the next following business day.                                                

 10.   ASSIGNMENT.  This Merger Agreement shall be binding upon and inure to
the benefit of the parties named herein and their respective successors and     
assigns, provided that neither this Merger Agreement nor any of the rights,     
interests or obligations hereunder shall be assigned by any of the parties      
hereto without the prior written consent of the other parties hereto.           

11.   COUNTERPARTS.  This Merger Agreement may be executed in two or more 
counterparts, each of which shall be deemed an original but all of which        
together shall constitute one and the same instrument.                          

  12.   AMENDMENT.  This Merger Agreement may be amended by the parties hereto
at any time before or after approval hereof by the shareholders of Tio and/or   
Parent, but after any such approval by the shareholders of Tio or Parent, no    
amendment shall be made without further approval by the board of directors of   
Tio and Merger Subsidiary and by the shareholders of Tio and Parent, if such    
amendment would materially or adversely affect the shareholders, would amend    
the articles of incorporation, or would affect the amount or kind of stock,     
securities or other consideration to be exchanged under this Agreement.         

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IN WITNESS WHEREOF, the undersigned directors and officers of each of the 
parties of this Merger Agreement, pursuant to authority duly given by their     
respective Board of Directors, have caused this Merger Agreement to be duly     
executed.                                                                       

                 Constituent Corporations:

         TIO CIGARS, INC.,
           an Ohio corporation

                By:/s/ Richard C. Peplin
                                 -----------------------------------
                               Richard C. Peplin, Jr., President

                TIO MARIANO CIGAR CORP.,
              a Delaware corporation

           By:/s/ Troy Wiseman
                                 -----------------------------------
                        Troy D. Wiseman, President

         Additional Party:

           SPORTS-GUARD, INC.,
              a Delaware corporation

              By:/s/ Troy D. Wiseman
                                  ------------------------------------
                        Troy D. Wiseman, President

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IN WITNESS WHEREOF, as to Sections 2.12 and 2.14 only, the undersigned Tio      
Shareholders have duly executed this Agreement.                                 

/s/ Richard C. Peplin                                                           
----------------------------------                                              
Richard C. Peplin, Jr., individually and                                        
as Trustee for Richard C. Peplin, III,                                          
Alexandria M. Peplin and Dustin A. Peplin,                                      
UGTMA                                                                           

LAKEWOOD MFG. CO.                                                               

By:/s/ Richard C. Peplin                                                        
-------------------------------                                           
Richard C. Peplin, Jr., President                                     

/s/ Beth M. Peplin                                                              
----------------------------------                                              
Beth M. Peplin                                                                  

/s/ Peter Accorti                                                               
----------------------------------                                              
Peter Accorti                                                                   

/s/ Anna Villaneuva                                                             
----------------------------------                                              
Anna Villaneuva                                                                 

/s/ Marty Gillespie                                                             
----------------------------------                                              
Marty Gillespie                                                                 

/s/ Patrick Graham                                                              
----------------------------------                                              
Patrick Graham                                                                  

/s/ Jeffrey Outcult                                                             
----------------------------------                                              
Jeffrey Outcult                                                                 

/s/ Mark Schweidle                                                              
----------------------------------                                              
Mark Schweidle                                                                  

/s/ Ronald Denne                                                                
----------------------------------                                              
Ronald Denne                                                                    

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EXHIBIT A 

Tio Share Ownership 

   Shareholder          Number of Shares
    -----------          -----------------
Richard C. Peplin, Jr.          800,000       
Beth M. Peplin                  800,000       
Peter Accorti                    37,500       
Anna Villaneuva                 350,000       
Marty Gillespie                 350,000       
Patrick Graham                   60,000       
Lakewood Mfg. Co.                75,000       
Jeffrey Outcult                  22,500       
Mark Schweidle                   30,000       
Ronald Denne                     50,000       
Richard C. Peplin, III           15,000       
Alexandria M. Peplin             15,000       
Dustin A. Peplin                 15,000       

13  

Dates Referenced Herein

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
Filed on:		12/1/97							None on these Dates
For Period End:		11/10/97
		6/19/97		7
									List all Filings