AGREEMENT AND PLAN OF CORPORATE SEPARATION AND REORGANIZATION THIS

AGREEMENT AND PLAN OF CORPORATE SEPARATION AND REORGANIZATION THIS AGREEMENT, made and entered into this _____ day of October, 2008, is by and between XXX Professionals, Inc., a Pennsylvania corporation (“XXX Professionals”), XXX Medical Service and Supply, Inc., a newly formed Pennsylvania corporation (“XXX Medical”), XXX Fire Extinguishers, Inc., a newly formed Pennsylvania corporation (“XXX Fire”), XXX Leasing, Inc., a newly formed Pennsylvania corporation (“XXX Leasing”), Tony XXX, an individual resident of the Commonwealth of Pennsylvania (“XXX”), and Deborah XXX, an individual resident of the Commonwealth of Pennsylvania (“XXX”). WHEREAS, all of the issued and outstanding stock of XXX Professionals are equally owned by XXX and XXX; and WHEREAS, XXX Professionals has been engaged for more than five years in various businesses including fire XXX equipment sales and service, first aid sales and service, vehicle and truck leasing, among others; and WHEREAS, XXX Medical, XXX Fire and XXX Leasing are subsidiary corporations of XXX Professionals; and WHEREAS, the parties have determined that a separation of the fire XXX equipment, first aid sales and vehicle and truck leasing from the remaining business of XXX Professionals is desirable for a number of business reasons including, but not limited to, credit and financing issues for each business and the reduction of the operating risks of one business from the others; and WHEREAS, the parties hereto desire to have the transactions described herein to qualify as a tax-free exchange and distribution under Section 355 of the Internal Revenue Code of 1986, as amended. NOW THEREFORE, in consideration of the mutual covenants and promises set forth herein and other good and valuable consideration, receipt of which is hereby acknowledged, the parties agree as follows: 1. Separation of Businesses: (a) XXX Fire. In exchange for all the issued and outstanding shares of common stock of XXX Fire, XXX Professionals shall transfer all of the assets, liabilities, contracts, etc., constituting the business of fire XXX equipment sales and service to XXX Fire which shall have the powers and capitalization set forth in the Articles of Incorporation. A list of the assets and liabilities so transferred are identified on Exhibit “A” attached hereto. (b) XXX Medical. In exchange for all the issued and outstanding shares of common stock of XXX Medical, XXX Professionals shall transfer all of the assets, liabilities, contracts, etc., constituting the business of first aid sales and service to XXX Medical which shall have the powers and capitalization set forth in the Articles of Incorporation. A list of the assets and liabilities so transferred are identified on Exhibit “B” attached hereto. (c) XXX Leasing. In exchange for all the issued and outstanding shares of common stock of XXX Leasing, XXX Professionals shall transfer all of the assets, liabilities, contracts, etc., constituting the business of vehicle and truck leasing to XXX Leasing which shall have the powers and capitalization set forth in the Articles of Incorporation. A list of the assets and liabilities so transferred are identified on Exhibit “C” attached hereto. 2 2. Distribution: Immediately following the transfers set forth in Paragraph 1 herein, XXX Professionals shall distribute all of the stock received in each of XXX Medical, XXX Fire and XXX Leasing to XXX and XXX in proportion to their ownership of stock in XXX Professionals. 3. Further Instruments: At any time and from time to time after the Closing date, each party shall execute and deliver such further instruments as may be reasonably requested by any other party to carry out the purpose and intent of this Agreement. 4. Closing: The transfers contemplated by this Agreement shall take place at the principal office of XXX Professionals on October _____, 2000. IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first above written. ATTEST: XXX PROFESSIONALS, INC. __________________________ By: __________________________ ATTEST: XXX MEDICAL SERVICE AND SUPPLY, INC. __________________________ By: __________________________ ATTEST: XXX FIRE EXTINGUISHERS, INC. __________________________ By: __________________________ 3 ATTEST: XXX LEASING, INC. __________________________ By: __________________________ WITNESS: TONY XXX __________________________ __________________________ WITNESS: DEBRA XXX __________________________ __________________________ 4