Acquisition Agreement (2002)Full Document 

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                           ACQUISITION AGREEMENT


THIS ACQUISITION AGREEMENT is made as of September 13, 2002 by and
between SYCONET.COM, INC., a Nevada corporation ("SYCD"), and the
shareholders of AMCORP GROUP, INC., a privately held Nevada
corporation ("AMCG").

                                    RECITALS

WHEREAS, AMCG shareholders are the owners of all the issued and
outstanding shares (the "Shares") of capital stock of AMCG; and,

WHEREAS, SYCD desires to purchase from AMCG, and AMCG desire to sell
to SYCD, all the Shares in accordance with the provisions of this
Agreement.

NOW, THEREFORE, in consideration of the respective covenants contained
herein and intending to be legally bound hereby, the parties hereto
agree as follows:

                                    AGREEMENTS

1.  Purchase and Sale.  Subject to the terms and conditions contained
in this Agreement, on the Closing Date, the parties shall exchange its
common stock on a 1-for-1 basis.  AMCG shall sell, assign, transfer
and deliver to SYCD all of the issued and outstanding shares of AMCG
common stock representing in the aggregate Seventy-Eight Million Three
Hundred Thousand (78,300,000) shares.  SYCD shall sell, assign,
transfer and deliver to AMCG Seventy-Eight Million Three Hundred
Thousand (78,300,000) shares of its restricted common stock,
collectively referred to hereinafter as the "Purchase Price."

2.  Closing. The closing (the "Closing") of the sale and purchase of
the Shares shall take place on September 11, 2002, or at such other
date, time or place as may be agreed upon in writing by the parties
hereto, but not later than September 30, 2002  (the "Termination
Date").  The date of the Closing is sometimes herein referred to as
the "Closing Date."

2.1  Items to be Delivered Immediately Prior to or at Closing; Escrowed
Shares.  At the Closing:

     (a)  AMCG shall deliver to SYCD a certificate or certificates
     representing Seventy-Eight Million Three Hundred Thousand
     (78,300,000) shares, duly endorsed in blank or accompanied by
     stock powers duly executed in blank,

     (b)  SYCD shall deliver to AMCG the Purchase Price, to be paid as
     follows:

          Forty-Six Million Nine Hundred and Eighty Thousand
          (46,980,000) Shares to be immediately delivered to AMCG, and

          Thirty-One Million Three Hundred and Twenty Thousand
          (31,320,000) shares to be delivered to an escrow agent
          (designated by the parties at the time of Closing) to be
          held in escrow for the benefit of AMCG shareholders until
          certain benchmarks are attained (the "Escrowed Shares").

     Release from Escrow.  The Escrowed Shares will be released to
     AMCG shareholders upon satisfaction of either of the following
     workouts:

          Workout 1 - AMCG will acquire a minimum of three (3)
          companies during each year for the next two (2) years, or

          Workout 2 - AMCG will acquire a total of up to five (5)
          companies over a two-year period commencing on the date
          hereof with collective gross revenues of $1,000,000 during
          year one and $3,000,000 during year two.

     The Escrow Agent will be provided with instructions as to release
     of the escrowed shares upon completion of the audit for each
     relevant year.  If the workout(s) is achieved the shares shall be
     released quarterly in 10,000,000 shares increments.  If the
     workout(s) are not achieved, the parties agree to a spin off of
     AMCG and to return all shares acquired through this transaction
     to the other party.

3.  Representations and Warranties of AMCG. AMCG hereby represents and
warrants to SYCD the representations and warranties, as follows:

3.1  Corporate Status.  AMCG is a corporation duly organized, validly
existing and in good standing under the Laws of the State of Nevada
and is qualified to do business in any jurisdiction where it is
required to be so qualified.  The Charter Documents and bylaws of AMCG
that have been delivered to SYCD as of the date hereof and are

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