AGREEMENT
For and in consideration of mutual benefits, detriments, and promises,
the parties hereto, Comercis, Inc. (CI), a Delaware corporation and Rocky
Mountain Financial Enterprises, Inc. (RMFE), a Colorado corporation, recite and
agree as follows:
a. Comercis, Inc. wishes to purchase control shares of Rocky Mountain
Financial Enterprises, Inc.
b. Comercis, Inc. intends to merge with Rocky Mountain Financial
Enterprises, Inc.
ARTICLE I
SUBSCRIPTION
1.1 Comercis, Inc. concurrently herewith is subscribing for 17,862,376
shares of common stock for a total payment of $305,000 of which $200,000 shall
be paid within five days after date hereof. If the first subscription payment is
not made as required, then this Agreement shall be null and void.
1.2 Comercis, Inc. further is concurrently executing two promissory notes
for the balance of $105,000.00 for which payment shall be made on or before
December 20, 2000.
ARTICLE II
PAYMENT OF DEBTS & FEES
2.1 RMFE and CI agree that the following payments shall be paid from
the first payment of $200,000:
a. $75,000 consulting fees to National Multifamily Housing Corp.
b. $62,500 consulting fees to Rocky Mountain Financial Network.
c. $62,500 to Xxxxxxx Xxxxxxx, Esq. as and for attorney's fees.
In addition RMFE and CI agree that CI shall
a. Assume the current debt of RMFE totaling approximately $70,000 as is set
forth in Schedule 1 attached hereto and incorporated by reference as though
fully set forth herein, and;
b. CI shall execute a promissory note for $11,500 payable to Xxxxxxx
Xxxxxxx, Esq. due December 20, 2000, as for attorneys fees and consulting fees a
copy of which is attached hereto as "Exhibit A" and incorporated by reference as
though fully set forth herein, and;
c. CI shall execute a second promissory note for $23,500 payable to
Xxxx Xxxxx in release of all claims and notes due December 20, 2000, a copy of
which is attached hereto as "Exhibit B" and incorporated by reference as though
fully set forth herein.
ARTICLE III
Representations, Warranties and Covenants of Sellers as to RMFE
RMFE hereby represents, warrants and covenants to Buyer as follows:
3.1 RMFE is a corporation duly organized, validly existing and in good
standing under the laws of the State of Colorado, and has the corporate power
and authority to own or lease its properties and to carry on its business as it
is now being conducted. The Articles of Incorporation and Amendments and Bylaws
of RMFE, copies of which have been delivered to Buyer, are complete and
accurate, and the minute books of RMFE, copies of which have also been delivered
to Buyer, contain a record, which is complete and accurate in all material
respects, of all meetings, and all corporate actions of the shareholders and
Board of Directors of RMFE.
3.2 The authorized capital stock of RMFE consists of 20,000,000 shares
of common stock. There are 1,875,056 shares of Common Stock issued and
outstanding. All such shares of capital stock of RMFE are validly issued, fully
paid and nonassessable. RMFE has no outstanding options, warrants, or other
rights to purchase, or subscribe to, or other securities convertible into or
exchangeable for any shares of capital stock of RMFE, or contracts or
arrangements of any kind relating to the issuance, sale or transfer of any
capital stock or other equity securities of RMFE. All of the outstanding shares
of capital stock of RMFE have been offered, issued, sold and delivered in
compliance with applicable federal and state securities laws and none of such
securities were, at the time of issuance, subject to preemptive rights.
3.3 RMFE does not own nor has it ever owned any outstanding shares of
capital stock or other equity interests of any partnership, joint venture,
trust, corporation, limited liability company or other entity and there are no
obligations of RMFE to repurchase, redeem or otherwise acquire any capital stock
or equity interest of another entity.
3.4 This Agreement has been duly authorized, validly executed and
delivered on behalf of the RMFE and is a valid and binding agreement and
obligation of the RMFE enforceable against each Seller, jointly and severally,
and against RMFE in accordance with its terms, subject to limitations on
enforcement by general principles of equity and by bankruptcy or other laws
affecting the enforcement of creditors' rights generally, and the RMFE each have
complete and unrestricted power to enter into and, upon the appropriate
approvals as required by law, to consummate the transactions contemplated by
this Agreement.
3.5 Neither the making of nor the compliance with the terms and
provisions of this Agreement and consummation of the transactions contemplated
herein by RMFE will conflict with or result in a breach or violation of the
Articles of Incorporation or Bylaws of RMFE, or of any material provisions of
any indenture, mortgage, deed of trust or other material agreement or instrument
to which RMFE is a party or by which it or any of its material properties or
assets are bound, or of any material provision of any law, statute, rule,
regulation, or any existing applicable decree, judgment or order by any court,
federal or state regulatory body, administrative agency, or other governmental
body having jurisdiction over RMFE, or any of its material properties or assets,
or will result in the creation or imposition of any material lien, charge or
encumbrance upon any material property or assets of RMFE pursuant to the terms
of any agreement or instrument to which RMFE is a party or by which RMFE may be
bound or to which any of RMFE property is subject and no event has occurred with
which lapse of time or action by a third party could result in a material breach
or violation of or default by RMFE.
3.6 There is no claim, legal action, arbitration, governmental
investigation or other legal or administrative proceeding, nor any order, decree
or judgment in progress, pending or in effect, or to the best knowledge of the
Sellers threatened against or relating to RMFE or affecting any of its assets,
properties, business or capital stock. There is no continuing order, injunction
or decree of any court, arbitrator or governmental authority to which RMFE is a
party or by which RMFE or its assets, properties, business or capital stock are
bound.
3.7 RMFE has accurately prepared and filed all Federal, state and other
tax returns required by law, domestic and foreign, to be filed by it, has paid
or made provisions for the payment of all taxes shown to be due and all
additional assessments, and adequate provisions have been and are reflected in
the financial statements of RMFE for all current taxes and other charges to
which RMFE is subject and which are not currently due and payable. None of the
Federal income tax returns of RMFE have been audited by the Internal Revenue
Service or other foreign governmental tax agency. RMFE has no knowledge of any
additional assessments, adjustments or contingent tax liability (whether federal
or state) pending or threatened against RMFE for any period, nor of any basis
for any such assessment, adjustment or contingency.
3.8 RMFE has delivered to Buyer audited financial statements dated
December 31, 1999. All such statements, herein sometimes called "RMFE Financial
Statements" are complete and correct in all material respects and, together with
the notes to these financial statements, present fairly the financial position
and results of operations of RMFE for the periods indicated. All financial
statements of RMFE have been prepared in accordance with generally accepted
accounting principles.
3.9 RMFE hereby represents and warrants that all outstanding indebtedness
of RMFE is as shown on the financial statements.
3.10 Since the dates of the RMFE Financial Statements, there have not
been any material adverse changes in the business or condition, financial or
otherwise, of RMFE. RMFE does not have any liabilities, commitments or
obligations, secured or unsecured except as shown on Schedule A attached hereto
(whether accrued, absolute, contingent or otherwise).
3.11 RMFE is not a party to any contract performable in the future. The
representations and warranties of the RMFE shall be true and correct as of the
date hereof.
3.12 RMFE has delivered to Buyer, all of its corporate books and records
for review.
3.13 RMFE has no employee benefit plan in effect at this time.
3.14 No representation or warranty by RMFE in this Agreement, or any
certificate delivered pursuant hereto contains any untrue statement of a
material fact or omits to state any material fact necessary to make such
representation or warranty not misleading.
3.15 RMFE has delivered, to Buyer true and correct copies of a Form
10SB declared effective by the Securities and Exchange Commission ("SEC") and
each of its other reports to shareholders filed with the SEC for the year ended
December 31, 1999. RMFE is a registered company under the Securities Exchange
Act of 1934, as amended.
3.16 RMFE has duly filed all reports required to be filed by it under
the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934,
as amended (the "Federal Securities Laws"). No such reports, or any reports sent
to the shareholders of RMFE generally contained any untrue statement of material
fact or omitted to state any material fact required to be stated therein or
necessary to make the statements in such report, in light of the circumstances
under which they were made, not misleading.
3.17 RMFE has conducted no business in the last two years to date, has
incurred no liabilities except as shown on the financial statements and accrued
as a result of this Agreement and has no contract or open account affiliations
whatsoever.
ARTICLE IV
Procedure for Closing
4.1 At the Closing Date, the subscription shall be effective with
common stock certificates of RMFE being delivered duly executed for 17,862,376
shares of common stock to CI and the delivery of $200,000 for disbursement from
the Escrow with M.A. Xxxxxxx, Esq., together with delivery of all other
notes,agreements, schedules, warranties, and representations set forth in this
Agreement.
ARTICLE V
Conditions Precedent to the
Consummation of the Agreement
The following are conditions precedent to the consummation of the
Agreement on or before the Closing Date:
5.1 RMFE shall have performed and complied with all of its obligations
hereunder which are to be complied with or performed on or before the Closing
Date and RMFE and CI shall provide one another at the Closing with a certificate
to the effect that such party has performed each of the acts and undertakings
required to be performed by it on or before the Closing Date pursuant to the
terms of this Agreement.
5.2 No action, suit or proceeding shall have been instituted or shall
have been threatened before any court or other governmental body or by any
public authority to restrain, enjoin or prohibit the transactions contemplated
herein, or which might subject any of the parties hereto or their directors or
officers to any material liability, fine, forfeiture or penalty on the grounds
that the transactions contemplated hereby, the parties hereto or their directors
or officers, have violated any applicable law or regulation or have otherwise
acted improperly in connection with the transactions contemplated hereby, and
the parties hereto have been advised by counsel that, in the opinion of such
counsel, such action, suit or proceeding raises substantial questions of law or
fact which could reasonably be decided adversely to any party hereto or its
directors or officers.
5.3 All actions, proceedings, instruments and documents required to
carry out this Agreement and the transactions contemplated hereby and the form
and substance of all legal proceedings and related matters shall have been
approved by counsel for CI.
5.4 The representations and warranties made by parties in this
Agreement shall be true as though such representations and warranties had been
made or given on and as of the Closing Date, except to the extent that such
representations and warranties may be untrue on and as of the Closing Date
because of (1) changes caused by transactions suggested or approved in writing
by CI or (2) events or changes (which shall not, in the aggregate, have
materially and adversely affected the business, assets, or financial condition
of RMFE during or arising after the date of this Agreement.)
5.6 No change in the management or directors nor exercise of control of
RMFE may occur until the Notice required by Section 14f of the Securities
Exchange Act has been complied with, in no event shall this be longer than 11
days from the signing of this agreement.
ARTICLE VI
Miscellaneous
6.1 This Agreement embodies the entire agreement between the parties,
and there have been and are no agreements, representations or warranties among
the parties other than those set forth herein or those provided for herein.
6.2 To facilitate the execution of this Agreement, any number of
counterparts hereof may be executed, and each such counterpart shall be deemed
to be an original instrument, but all such counterparts together shall
constitute but one instrument.
6.3 All parties to this Agreement agree that if it becomes necessary or
desirable to execute further instruments or to make such other assurances as are
deemed necessary, the party requested to do so will use its best efforts to
provide such executed instruments or do all things necessary or proper to carry
out the purpose of this Agreement.
6.4 This Agreement may not be amended except by written consent of both
parties.
6.5 Any notices, requests, or other communications required or
permitted hereunder shall be delivered personally or sent by overnight courier
service, prepaid, addressed as follows:
To Sellers: Rocky Mountain Financial Enterprises, Inc.
c/o M.A. Xxxxxxx
0000 Xxxxxxx Xxxx
Xxxxxx, XX 00000
To: Comercis, Inc.
000 Xxxxx Xx., Xxxxx 000
Xxxxxxxxx, XX 00000
Attn: Xxxxx Xxxxx
Copy to: Xxxxxxx X. Xxxxxxx, Esq. at the same address as for Comercis, Inc.
or such other addresses as shall be furnished in writing by any party, and any
such notice or communication shall be deemed to have been given as of the date
received.
6.6 No press release or public statement will be issued relating to the
transactions contemplated by this Agreement without prior approval of parties.
However, RMFE may issue at any time any press release or other public statement
it believes on the advice of its counsel it is obligated to issue to avoid
liability under the law relating to disclosures, but the party issuing such
press release or public statement shall make a reasonable effort to give the
other party prior notice of and opportunity to participate in such release or
statement.
6.7 This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original but all of which shall be considered one and
the same agreement. This Agreement may be executed by facsimile signatures.
6.8 This Agreement shall be governed by and construed in accordance
with and enforced under the laws of the state of Colorado applicable to
agreements made and to be performed entirely in that state.
6.9 CI and RMFE agree that in the event of merger, CI shall not effect
any reverse split of outstanding shares for a period of eighteen months after
date hereof. If this covenant is breached, it shall cause a vesting of a
purchase right of shares at $.01 per share for a number of shares for each
shareholder as of October 2, 2000 inversely proportional to the reverse split.
IN WITNESS WHEREOF, the parties have executed this Agreement this _____ day of
__________________________, 2000.
Rocky Mountain Financial Enterprises, Inc.
By: -------------------------------------------
Comercis, Inc.
-----------------------------------------------
By: Xxxxx X. Xxxxx, CEO and President
