EXHIBIT 99.1
THIS SHARE PURCHASE AGREEMENT is made the 2nd day of July 2001.
AMOUNG:
NEW MILLENIUM DEVELOPMENT GROUP
-------------------------------
of 000 Xxxxx Xxxxxx Xxxx
0xx Xxxxx
Xxx Xxxxx, Xxxxxx 00000-0000
(the "Purchaser")
AND:
NEW MILLENIUM DEVELOPMENT GROUP
-------------------------------
000 Xxxxxx Xx,Xxxxx 0000,
Xxxx Xxxx Xxxxx, Xxxxxxx, 00000 (the "company")
AND: ICE
---
0000 000xx XX, #000
Xxxxxxxx, Xxxxxxxxxx 00000 (the "company")
A. The Vendors are the legal and beneficial owners of 25,071,580 company
shares (the "Company Shares"); and
B. The Vendors have agreed to sell all of their right, title and interest
in and to the Company Shares free and clear of all liens, charges and
encumbrances on the terms and conditions set forth in this agreement to the
Purchaser in consideration for 25,071,580 shares of the Purchaser.
NOW THEREFORE WITNESSETH that in consideration of the premises and of the mutual
covenants and agreements set forth herein, the parties hereto covenant and agree
as follows:
ARTICLE 1
DEFINITIONS AND INTERPRETATION
------------------------------
Definitions
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1.01 In this Agreement, including the recitals hereto, the following words
and phrases shall have the following meanings:
(a) "Closing," means the completion of the transactions contemplated by
this Agreement;
(b) "Completion Date" means............. or such other date as in
writing, the parties may agree upon;
(c) "Company Shares" means.............. free trading common shares of
the Company owned by the Vendors;
(d) "Financial Statements" means the audited financial statements of
the Company prepared as at .............. which are attached to this
Agreement as Schedule "A";
(e) "Person" includes a firm, corporation or other entity; and
(f) "Purchaser's Shares" means...........25,071,580 common shares of
the Purchaser issuable to the Vendors in consideration for the Company
Shares.
(g) The parties contemplate and intend this transaction to qualify as a
tax-free reorganization under Internal Revenue Code ss. 368 (a)(1)(B).
Captions and Section Numbers
----------------------------
1.02 The headings and section references in this agreement are for
convenience of reference only and do not form a part of this Agreement
and are not intended to interpret, define or limit the scope, extent or
intent of this Agreement or any provision thereof.
Extended Meanings
-----------------
1.03 The words "hereof", "herein", hereunder" and similar expressions used
in any clause, paragraph or section of this Agreement shall relate to
the whole of this Agreement and not to that clause, paragraph or
section only, unless otherwise expressly provided.
Number and Gender
-----------------
1.04 Whenever the singular or masculine or neuter is used in this Agreement,
the same shall be construed to mean the plural or feminine or body
corporate where the context of this Agreement or the parties hereto so
require.
Section References
------------------
1.05 Any reference to a particular "article", "section", "subsection" or
other subdivision is to the particular article, section or other
subdivision of this Agreement.
Governing Law
-------------
1.06 This Agreement and all matters arising hereunder shall be governed by,
construed and enforced in accordance with the laws of the state of
Nevada and all disputes arising under this Agreement shall be referred
to the Courts of the State of Nevada.
Currency
--------
1.07 All sums of money to be paid or calculated pursuant to this Agreement
shall be paid or calculated in currency of the United States unless
otherwise expressly stated.
Schedules
---------
1.08 The schedules attached hereto are hereby incorporated into this
Agreement and form a part hereof. All terms defined in this Agreement
shall have the same meaning in such schedules. The schedules to this
Agreement are as follows:
Schedule "A" - Financial Statements
Schedule "B" - The Vendors and Allocation of Purchaser's Shares
ARTICLE 2
PURCHASE AND SALE OF SHARES
---------------------------
Purchase and Sale
-----------------
2.01 Upon the terms and conditions of this Agreement, at the Closing the
Vendors will sell the Company Shares free and clear of all liens,
charges and encumbrances to the Purchaser in consideration for the
Purchaser's Shares.
Purchase Price
--------------
2.02 The purchase price payable by the Purchaser to the Vendors for the
Company Shares are 25,071,580 common shares of the Purchaser with a par
value of $0.001 per share (the "Purchase Price"). The Purchase Price
shall be paid to the Vendors at Closing by the Purchaser's delivery of
share certificates representing the Purchaser's Shares allocated to the
Vendors as set out in Schedule "C".
Share Structure
---------------
2.03 The share structure of the Purchaser before and after the Purchaser's
acquisition of the Company, is as follow: Issued share capital of the
Purchaser prior to acquisition of the Company: 9,295,000 shares
Number of shares of the Purchaser issuable on acquisition of the
Company 25,071,580 shares
Number of free trading shares of the Purchaser following acquisition of
the Company: 7,295,000 shares
Number of restricted shares of the Purchaser following acquisition of
the Company: 27,071,580 shares
Total issued and outstanding shares of the Purchaser following
completion of all financings and the acquisition of the Company:
34,366,580 shares
ARTICLE 3
REPRESENTATIONS AND WARRANTIES
OF THE VENDORS AND THE COMPANY
------------------------------
Representations and Warranties
------------------------------
3.01 The Vendors and the Company jointly and severally represent and warrant
to the Purchaser, with the intent that the Purchaser will rely thereon
in entering into this Agreement and in concluding the transactions
contemplated hereby, that:
(a) the Company is duly incorporated, validly exists, is in good
standing with respect to the filing of annual returns under the laws of
Florida, has the necessary corporate power, authority and capacity to
own its property and assets and to carry on its business as presently
conducted and is duly licensed to carry on business in all
jurisdictions in which it presently carries on business;
(b) the Company is not a "reporting company" or a "reporting issuer"
under the laws of Canada or any Canadian province;
(c) the Company owns and possesses and has good and marketable title to
all of its properties and Asset, both real and personal, including
those properties and assets described in the Financial Statements or
acquired since the date of the Financial Statements, free and clear of
all liens, charges and encumbrances;
(d) none of the Company's properties or assets are in the possession of
or under the control of any other Person;
(e) the Financial Statements have been prepared in accordance with
generally accepted accounting principles applied on a basis consistent
with the Company's prior fiscal periods. The Financial Statements
present fairly the financial position of the Company as at the date
thereof and fairly state the Company's income and deficit for the
period covered thereby;
(f) except to the extent reflected or reserved against in the Financial
Statements or incurred subsequent to the date thereof in the ordinary
and usual course of the business of the Company not exceeding $10,000,
in the aggregate, the Company does not have any outstanding
indebtedness or any liabilities or obligations (whether accrued,
contingent or otherwise);
(g) since the date of the balance sheet included in the Financial
Statements there has not been:
(i) any changes in the condition or operations of the business,
assets or financial position of the Company which are, individually or
in the aggregate, materially adverse; or
(ii) any damage, destruction or loss or other event, development or
condition, or any character (whether or not covered by insurance) which
is not generally known or which has not been disclosed to the
Purchaser, which has or may materially and adversely affect the
business, assets, properties or future prospects of the Company;
(h) all material financial transactions of the Company have been
accurately recorded in the books and records of the Company and such
books and records fairly present the financial position and the
corporate affairs of the Company;
(i) since the date of the Financial Statements, the Company has not:
(i) transferred, assigned, sold or otherwise disposed of any of the
assets shown in the Financial Statements or cancelled any debts or
claims except in each case in the ordinary and usual course of
business;
(ii) incurred or assumed any obligation or liability (fixed or
contingent), except unsecured current obligations and liabilities
incurred in the ordinary and normal course of business exceeding
$10,000 in the aggregate;
(iii) declared or made, or committed itself to make, any payment of
any dividend or other distribution in respect of any of its shares or
purchased or redeemed any of its shares or split, consolidated or
reclassified any of its shares;
(iv) suffered any operating loss or any material extraordinary loss
or entered into any material commitment or transaction not in the
ordinary and usual course of business;
(v) waived or surrendered any right of substantial value;
(vi) made any gift of money or of any property or assets to any
Person;
(vii) amended or changed or taken any action to amend or change its
memorandum or articles;
(viii) increased or agreed to increase the pay of, or paid or
agreed to pay any pension, bonus, share of profits or other similar
benefit of, any director, employee or officer or former director,
employee or officer of the Company;
(ix) made payments of any kind to or on behalf of the Vendors or
any affiliate or associate of the Vendors or under any management
agreement with the Company save and except business related expenses
and salaries in the ordinary course of business and at the regular
rates payable to them;
(x) mortgaged, pledged, subjected to lien, granted a security
interest in or otherwise encumbered any of its assets or property,
whether tangible or intangible; or
(xi) authorized or agreed or otherwise have become committed to do
any of the foregoing;
(j) save and except as disclosed in writing to the Purchaser, the
accounts receivable shown in the Financial Statements or acquired
subsequent to the date thereof by the Company have been recorded by the
Company in accordance with its usual accounting practices. The reserve
taken for doubtful or bad accounts is adequate based on past experience
of the Company and is consistent with the accounting procedures used by
the Company in previous fiscal periods. There is nothing, which would
indicate that such reserve is not adequate or that a higher reserve
should be taken;
(k) the Company does not own or possess any assets other than the
assets described in the Financial Statements;
(l) the Company is not party to, bound by or subject to any indenture,
mortgage, lease, agreement, instrument, judgment or decree which would
be violated or breached by, or under which default would occur or which
could be terminated, cancelled or accelerated, in whole or in part, as
a result of the execution and delivery of this Agreement or the
consummation of any of the transactions provided for herein;
(m) there is not any suit, action, litigation, arbitration proceeding
or governmental proceeding, including appeals and applications for
review, in progress, pending or threatened against, or relating to the
Company or affecting its assets, properties or business which might
materially and adversely affect the assets, properties, business,
future prospects or financial condition of the Company, and there is
not presently outstanding against the Company any judgment, decree,
injunction, rule or order of any court, governmental department,
commission, agency, instrumentality or arbitrator;
(n) to the best of the knowledge of the Vendors, the Company has kept
the records required to be kept by the laws of Florida and any other
applicable corporate legislation and such records are complete and
accurate and contain all minutes of all meetings of directors and
members of the Company;
(o) the Company holds all permits, licenses, consents and authorities
issued by any government or governmental authority, or any municipal,
regional or other authority, or any subdivision thereof, including,
without limitation, any governmental department, commission, bureau,
board or administrative agency, which are necessary or desirable in
connection with the conduct and operation of the Company's business and
the ownership or leasing of its assets and the conduct and operation of
the Company's business as the same are now owned, leased, conducted or
operated and is not in breach of or in default under any term or
condition of any thereof;
(p) the Company:
(i) has filed in a timely manner all federal and state income tax
returns and election forms and tax returns of any other jurisdiction
required to be filed and all such returns and forms have been completed
accurately and correctly in all respects;
(ii) has paid all taxes (including all federal, provincial, state,
local and property taxes, assessments or other imposts in respect of
its income, business, assets or property) and all interest and
penalties thereon with respect to the Company, for all previous years
and all required installment payments due for the current fiscal year
have been paid;
(iii) has provided adequate reserves for all taxes for the periods
covered by, and such reserves are reflected in, the Financial
Statements; and there is no agreement, waiver or other arrangement
providing for an extension of time with respect to the filing of any
tax return, or payment of any tax, governmental charge or deficiency by
the Company nor is there any action, suit, proceeding, investigation or
claim now threatened or pending against the Company in respect of, or
discussion underway with any governmental authority relating to, any
such tax or governmental charge or deficiency;
(q) the Company has not:
(i) disposed of anything to a Person with whom it was not dealing
at arm's length for proceeds less than the fair market value thereof;
or
(ii) discontinued carrying on any business in respect of which
non-capital losses were incurred, and any non-capital losses, which the
Company has, are not losses from property or business investment
losses;
(r) the financial statements and schedules attached to the corporate
income tax returns as filed by the Company for each of its taxation
years reflect and disclose all transactions to which the Company was
party as required by the Income Tax Act or other applicable revenue
laws and all of the transactions to which the Company was or is a party
are reflected or disclosed in such financial statements and schedules
and the corporate income tax returns;
(s) the authorized capital of New Millennium Florida consists of
15,271,580 common shares without par value, of which 15,271,580 common
shares are issued and outstanding as fully paid and non-assessable and
the authorized capital of ICE, Seattle consists of 9,800,000 common
shares without par value.of which 9,800,000 common shares are issued
and outstanding as fully paid and non-assessable .
(t) the Vendors are the registered holders and beneficial owners of and
have good marketable title to the Company Shares, free and clear of all
liens, charges and encumbrances whatsoever;
(u) the Company Shares have been duly and validly allotted and issued
and are outstanding as fully paid and non-assessable shares in the
capital of the Company;
(v) the Vendors have good and sufficient right and authority to enter
into this Agreement on the terms and conditions herein contained and to
transfer the legal and beneficial title to the Company Shares to the
Purchaser.
(w) this Agreement constitutes a valid, binding and enforceable
obligation of the Vendors. On Closing, the Vendors will not be a party
to, bound by or subject to any indenture, mortgage, lease, agreement,
instrument, statute, regulation, order, judgment, decree or law which
would be violated, contravened or breached by or under which any
default would occur as a result of the execution and delivery by the
Vendors of this Agreement or the performance by the Vendors of any of
the terms hereof;
(x) at Closing the Company will not be indebted to the Vendors or any
employees of the Company or any affiliate or associate of the Vendors,
on any account whatsoever (except as stated in Schedule "B");
(y) the bank accounts of the Company are located at
(z) each of the Vendors holds the Company Shares as principal, is not
acting as nominee, agent, trustee, executor, administrator or other
legal representative of any person who has a direct beneficial interest
in those securities.
Survival
--------
3.02 The representations and warranties contained in section 3.01 shall
survive the completion of the transactions contemplated by the
Agreement and shall continue in full force and effect for the benefit
of the Purchaser thereafter, notwithstanding any independent enquiry or
investigation by the Purchaser.
Indemnity
---------
3.03 The Vendors convenant to indemnify and hold harmless the Purchaser from
and against any loss, claims, damages, liability, expenses and costs,
including any payment made in good faith in settlement of any claim or
potential claim, arising from any of the representations and warranties
set forth in section 3.01 being incorrect or breached.
ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
-----------------------------------------------
4.01 The Purchaser represents and warrants to the Vendors and the Company,
with the intent that the Vendors and the Company will rely thereon in
entering into this Agreement and in concluding the transactions
contemplated hereby, that to the best of their knowledge, information
and belief:
(a) the Purchaser was duly incorporated in the state of Nevada on
February 19, 1997. The Purchaser is a valid and subsisting corporation
in good standing under the laws of Nevada, has the necessary corporate
power, authority and capacity to own its property and assets and to
carry on its business as presently conducted and is duly licensed to
carry on business in all jurisdictions in which it presently carries on
business;
(b) the Purchaser is a "reporting company" under the Securities
Exchange Act and its shares have been approved for trading through an
authorized "Market Maker" on the NASD:OTC Electronic Bulletin Board;
(c) the Purchaser's Financial Statements have been prepared in
accordance with generally accepted accounting principles of the United
States of America (U.S. GAP) applied on a basis consistent with the
Purchaser's prior fiscal periods. The Purchaser's Financial Statements
present fairly the financial position of the Purchaser as at the date
thereof and fairly state the Purchaser's income and deficit for the
period covered thereby.
(d) the authorized capital of the Purchaser consists of 50 million
shares of common stock with a par value of $0.001 per share, of which
9,295,000 common shares are issued and outstanding as fully paid and
non-assessable.
(e) the Company has approved private placement of 1,000,000 shares of
its common stock, $0.001 par value,
(f) the Company has approved the issuance of Warrants to purchase
1,000,000 shares of its common stock, $0.001 par value, exercisable at
$1.00 per share .The Warrant holders are listed in attached Schedule
"C".
(g) the Purchaser's shares have been duly and validly allotted and
issued and are outstanding as a fully paid and non-assessable shares in
the capital of the Purchaser'
(h) the Purchaser has good and sufficient right and authority to enter
into this Agreement on the terms and conditions herein contained;
(i) this Agreement constitutes a valid, binding and enforceable
obligation of the Purchaser. On Closing, the Purchaser will not be a
party to, bound by or subject to any indenture, mortgage, lease,
agreement, instrument, statute, regulation, order, judgment, decree or
law which would be violated, contravened or breached by or under which
any default would occur as a result of the execution and delivery by
the Purchaser of this Agreement or the performance by the Purchaser of
any of the terms hereof.
(j) at Closing, the Purchaser will not be indebted to any party;
(k) the Purchaser currently has a bank account at the XXXX,000 Xxxx
Xxxxxxx X.X, Xxxxxx
(l) the current directors and officers of the Purchaser are:
Xxx Xxxxxx; President, Secretary and Treasurer and Director
Riz Xxxxxxx; Chief Executive Officer and Director
(m) the Purchaser has filed all forms, reports, statements and other
documents required to be filed with:
(i) the Securities and Exchange Commission (the "SEC") including:
(A) all Annual Reports on Form 10-K;
(B) all Quarterly Reports on Form 10-Q;
(C) all proxy, information or consent solicitation statements
relating to meetings of stockholders or consents in lieu
thereof (whether annual or special);
(D) all Current Reports on Form 8-K.
Survival
--------
4.02 The representations and warranties contained in section 4.01 shall
survive the completion of the transactions contemplated by this
Agreement and shall continue in full force and effect for the benefit
of the Company and the Vendors thereafter, notwithstanding any
independent enquiry or investigation by such parties.
Indemnity
---------
4.03 The Purchaser covenants to indemnify and hold harmless the Company and
the Vendors from and against any loss, claims, damages, liability,
expenses and cost, including any payment made in good faith in
settlement of any claim or potential claim, arising from any of the
representations and warranties set forth in section 4.01 being
incorrect or breached.
ARTICLE 5
CONDITIONS PRECEDENT TO COMPLETION
----------------------------------
Conditions Precedent to Obligation of the Purchaser
---------------------------------------------------
5.01 The obligation of the Purchaser to carry out the terms and conditions
of this Agreement is subject to and conditional upon the fulfillment,
on or before the Completion Date of the following conditions;
(a) the representations and warranties of the Vendors and the Company
set out in Article 3 shall be true and correct at and as of the
Completion Date as if such representations and warranties were made at
and as of the Completion Date;
(b) the Vendors shall have performed and complied with all agreements,
covenants and conditions required by this Agreement to be performed or
complied with by the Vendors on or before the Completion Date; and
5.02 the obligation of the Purchaser to carry out the terms and conditions
of this Agreement is subject to and conditional upon the fulfillment,
on or before June 12th,2001of completion of a due diligence review of
the Company satisfactory to the Purchaser.
5.03 The conditions described in section 5.01 and 5.02 are conditions only
to the Purchaser being required to complete the transactions
contemplated by this Agreement and are not conditions to the existence
of a binding agreement. If the conditions described in section 5.01 and
5.02 have not been satisfied or waived at or prior to the Completion
Date, the Purchaser may elect not to complete.
5.04 All of the conditions precedent set out in section 5.01 and 5.02 are
for the sole and exclusive benefit of the Purchaser and may be waived,
in whole or in part, by notice in writing to the Vendors. Subject to
section 7.02, all such conditions precedent shall merge in the closing
documents on Closing.
Conditions Precedent to Obligation of the Vendors
-------------------------------------------------
5.05 The obligation of the Vendors to carry out the terms and conditions of
this Agreement is subject to and conditional upon the fulfillment, on
or before the Completion Date of the Purchaser having performed and
complied with agreements, covenants and conditions required by this
Agreement to be performed or complied with by the Purchaser on or
before the Completion Date.
5.06 the conditions described in section 5.05 are conditions only to the
Vendors being required to complete the transactions contemplated by
this Agreement and are not conditions to the existence of a binding
agreement. If such conditions have not been satisfied or waived at or
prior to the Completion Date, the Vendors may elect not to complete.
5.07 the conditions precedent set out in section 5.05 are for the sole and
exclusive benefit of the Vendors and may be waived, in whole or in
part, by notice in writing to the Purchaser. Subject to section 7.02,
all such conditions precedent shall merge in the closing documents on
Closing.
5.08 the Vendors covenant and agree as follows:
(a) to vote in favor of all resolutions placed before shareholders of
the Company, which are contemplated hereunder;
(b) to provide full access to the books, records and property of the
Company and to cooperate and provide assistance to the Purchaser in
connection with all filings with and approvals required as a result of
the transactions contemplated hereunder; and
(c) not to do or cause to be done anything outside the ordinary course
of business of the Company and to not purchase any assets or
properties, which collectively exceed a value of $10,000.
5.09 the Purchaser covenants and agrees to maintain confidentiality with
respect to the business and affairs of the Company resulting from the
review by the Purchaser of the books and records of the Company.
ARTICLE 6
CLOSING
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Time and Place of Closing
-------------------------
6.01 the purchase and sale of the Company Shares and the other transactions
contemplated by this Agreement shall be completed at 10:00 a.m. (local
time in Vancouver, British Columbia) on the Completion Date at the
offices of Xxxxxx X. Xxxxxx, Personal Law Corporation or at such other
time and place as may be agreed to by the parties.
Closing Documents
-----------------
6.02 at the Closing, the Vendors shall deliver to the Purchaser the
following:
(a) share certificates representing the Company Shares duly endorsed
for transfer to the Purchaser;
(b) the corporate minute book and all other books and corporate and
financial records of the Company; and
(c) the common seal of the Company; and
(d) such other documents and instruments that may be necessary to
complete the transactions contemplated hereunder.
6.03 At the Closing, the Purchaser shall deliver or cause to be delivered to
the Vendors the Purchase Price for the Company Shares in accordance
with section 2.01 and such other documents and instruments that may be
necessary to complete the transactions contemplated hereunder.
ARTICLE 7
GENERAL PROVISIONS
------------------
Notices
-------
All notices, requests, demands and other communications hereunder shall be in
writing and shall be deemed to have been duly given if delivered by hand, faxed
or mailed postage prepaid addressed as follows:
To the Company:
NEW MILLENIUM DEVELOPMENT GROUP
-------------------------------
of 000 Xxxxx Xxxxxx Xxxx
0xx Xxxxx
Xxx Xxxxx, Xxxxxx 00000-0000
Facsimile: (000) 000-0000
To the Vendors:
NEW MILLENIUM DEVELOPMENT GROUP(PRIVATE COMPANY)
------------------------------------------------
Of 000 Xxxxxx Xx, Xxxxx 0000,
Xxxx Xxxx Xxxxx, Xxxxxxx 00000
Facsimile: 000-000-0000
And ICE
---
of 0000 000xx XX, #000
Xxxxxxxx, Xxxxxxxxxx 00000
Facsimile: 000-000-0000
Or to such other address as may be given in writing by the parties and
shall be deemed to have been received, if delivered by hand, on the
date of delivery, if faxed to the facsimile numbers set out above, on
the business day next following the date of transmission and if mailed
as aforesaid to the addresses set out above then on the fifth business
day following the posting thereof provided that if there shall be
between he time of mailing and the actual receipt of the notice a mail
strike, slowdown or other labor dispute which might affect the delivery
of the notice by the mails, then the notice shall only be effective if
actually delivered or faxed to the facsimile number set out above.
Non-Merger
----------
7.02 Notwithstanding the completion of the transactions contemplated by this
Agreement, the waiver of any condition contained herein (unless such
waiver expressly releases a party from any such representation,
warranty, covenant or agreement) or any investigation made by the
Purchase or the Vendors, the representations, warranties, covenants and
agreements of the parties set forth herein shall survive the Completion
Date and will remain in full force and effect and shall not be
extinguished or merged in any way by the delivery or recording of any
deed or any other instrument relating to the Share or the Company or
the completion of the transactions contemplated by this Agreement.
Time of Essence
---------------
7.03 Time is hereby expressly made of the essence of this Agreement with
respect to the performance by the parties of their respective
obligations under this Agreement. Parties agree to raise $50,000 on
signing of agreement for immediate needs, an additional $100,000 by
July 15th 2001 and $2,000,000 September 15th 2001. In the event such
funds are not raised in above specified times see 7.09 Right of
Rescission.
Binding Effect
--------------
7.04 This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective heirs, executors, administrators,
personal representatives, successors and assigns.
Entire Agreement
----------------
7.05 This Agreement constitutes the entire agreement between the parties
with respect to the subject matter hereof and shall supersede all
previous expectations, understandings, communications, representations
and agreements whether verbal or written between the parties with
respect to the subject matter hereof.
Further Assurances
------------------
7.06 Each of the parties hereto hereby covenants and agrees to execute such
further and other documents and instruments and do such further and
other things as may be necessary or desirable to implement and carry
out the intent of this Agreement.
Amendments
----------
7.07 No amendment to this Agreement shall be valid unless it is evidenced by
a written agreement executed by all the parties hereto.
Counterparts
------------
7.08 This Agreement may be executed in counterpart and/or by facsimile.
7.09 Right of Rescission. The Parties shall have the right to rescind this
agreement in the event parties do not raise $2. Million to make
available to NMDG/ICE to carry out the proposed business plan of ICE
within 90 days after Closing date of this share exchange. In such
event, the Escrow Agent shall return any and all shares held in Escrow
to the respective parties.
7.10 Mutual Understanding
Persons instrumental in the transition of ICE either through investment
or services rendered not mentioned in this agreement shall be
compensated through various stock allocations and opportunities. Such
stock and opportunities to be allocated through the Board of Directors
at future meetings. The stock allocated is to be fair and distributed
in a way not harmful NMDG /ICE.
IN WITNESS WHEREOF the parties hereto have executed this Agreement on the day
and year first above written.
THE COMMON SEAL OF )
NEW MILLENIUM DEVELOPMENT GROUP )
Was hereunto affixed in the presence of: )
)
) C/S
)
)
--------------------------------- )
Authorized Signatory )
THE COMMON SEAL OF )
NEW MILLENIUM DEVELOPMENT GROUP(PRIVATE COMPANY)
Was hereunto affixed in the presence of: )
)
) C/S
)
)
-------------------------------- )
Authorized Signatory )
THE COMMON SEAL )
ICE )
Was hereunto affixed in the presence of: )
------------------------------------ )
Authorized Signatory
