EXHIBIT 1.1
ACQUISITION AGREEMENT
THIS ACQUISITION AGREEMENT made and entered into this 30th day of May,
2002, by and between XXXX X. XXXX ("Seller" or "Xxxx"), an individual, the sole
member of Lighten Up Enterprises, LLC, a Utah limited liability company ("the
LLC" or "Lighten Up"), whose address is 0000 Xxxx Xxxxxx Xxxxx Xxxx, Xxxx Xxxx
Xxxx, Xxxx 00000, and KHF TECHNOLOGIES, a Nevada corporation ("Buyer" or "KHF"),
whose address is 00000 Xxxxx 0000 Xxxx, Xxxxx 000, Xxxxx, Xxxx 00000, sets forth
the complete agreement and understanding between the parties relative to
Seller's conveyance of her limited liability company membership interest to
Buyer and Buyer's acquisition thereof. Though not a party to this agreement,
the LLC as an entity, as set forth on the signature page below, has consented to
this transaction as contemplated in Utah Code Xxx. 48-2c-1104 titled Right of
assignee to become a member.
WITNESSETH
WHEREAS, Seller owns 100% of the outstanding membership interest(s) in and
to Lighten Up Enterprises, LLC, a Utah limited liability company ("the LLC" or
"Lighten Up"), whose primary assets and business are the ownership, promotion
and sale of a copyrighted cookbook authored by Seller and titled Lighten Up:
The Art of Low Fat Gourmet Cooking, including all incidental commercial benefits
derived therefrom and related thereto;
WHEREAS, Seller desires to sell, transfer and convey all of her right,
title and interest in and to the LLC as contemplated in Part 11 of the Utah
Revised Limited Liability Company Act titled Assignment of Interests, an
interest comprising 100% thereof, in exchange for control of the Buyer;
WHEREAS, Buyer believes that it can commercialize the LLC's assets for the
long-term benefit of its stockholders and is thus desirous of acquiring Seller's
100% membership interest in and to the LLC whereby Buyer will thereafter control
and otherwise become the sole and exclusive owner of the LLC;
WHEREAS, Buyer is willing to be bound by the LLC's existing Operating
Agreement and otherwise assume all of the duties, liabilities and obligations of
a 100% membership interest in the LLC as contemplated in Utah Code Xxx. 48-2c-
1104 titled Right of assignee to become a member; and
WHEREAS, in connection with Buyer's belief in the commercial potential of
the LLC, Buyer, a publicly held company which currently has no assets or
liabilities, intends to incur debt necessary to obtain audited financial
statements and to prepare and file a Form 10-SB with the U.S. Securities and
Exchange Commission ("Commission") and thereby become a "reporting company"
under the Securities Exchange Act of 1934 ("the '34 Act"), the result of which
will give Buyer the flexibility and other opportunity to promote the LLC and its
business,
NOW THEREFORE, in consideration of the covenants, agreements, terms and
provisions contained herein, Buyer and Seller hereby agree as follows:
Article I: Sale of Membership Interest representing 100% of the LLC
As permitted under Utah Code Xxx. 48-2c-1101, Seller hereby sells and
conveys and Buyer hereby purchases and acquires Seller's one hundred (100%)
membership interest (hereinafter the "Membership Interest") in and to Lighten Up
Enterprises, LLC ("the LLC"), an entity which, in turn, owns the following
assets and property free and clear of any lien or encumbrance, all of which are
more particularly described in a Description of Assets and Liabilities attached
hereto and incorporated herein by reference as Ex. "A":
a. All inventory and merchandise of the business of the LLC, including
approximately 2,000 fully printed copies of the cookbook Lighten Up: The Art of
Low Fat Gourmet Cooking;
b. All copyright interests in and to the published book Lighten Up: The
Art of Low Fat Gourmet Cooking; and
c. All of the goodwill of the LLC, including the exclusive rights to the
name "Lighten Up" or "Lighten Up Enterprises" insofar as the LLC owns and has a
right to use such name in the State of Utah and in any other jurisdiction
(Seller not having a registered trade name or trade xxxx), together with such
other business information and trade secrets to the extent they exist.
Article II: Manner of Conveying or Recording Membership Interest Acquired
by Buyer
A Manager Certificate or Certificate of Membership Interest in the LLC, the
form of which is attached hereto as Exhibit "B", represents Buyer's 100%
Membership Interest in the LLC acquired by virtue of this agreement.
Article III: Purchase Price and Terms of Payment
Buyer agrees to pay Seller or her assigns, and Seller agrees to accept as
the full purchase price for the Membership Interest described in Article I
above, twenty million (20,000,000) "restricted" common capital shares of Buyer,
par value $0.0001 per share, shares that Seller acquires hereunder for
investment purposes and without a view to the further distribution thereof,
shares that Seller must further hold for an indefinite period of time and in no
event less than at least one (1) year from the date of acquisition. In this
regard, Seller is executing an Investment Letter, a copy of which is attached
hereto as Ex. "C" and which shall be furnished the Buyer's transfer agent,
Interwest Transfer Company. In this Investment Letter, Seller warrants and
represents, among other things, that she is acquiring the 20 million shares for
investment purposes only and without a view to the further distribution thereof.
Because Buyer only has 5,040,000 shares issued and outstanding immediately
prior to the execution of this agreement, the issuance of 20 million shares to
Seller shall result in Seller owning and controlling approximately eighty
percent (80%) of the Buyer. As a result of this acquisition agreement, there
will 25,040,000 common shares of Buyer issued and outstanding.
The Buyer has satisfied itself concerning the LLC's inventory and
its condition from a physical inspection that took place immediately prior to
the execution of this agreement.
The LLC has no liens or encumbrances on its inventory and therefore
any release or termination of a UCC-1 Financing Statement is inapplicable.
As further consideration for Seller's conveyance of her Membership
Interest to Buyer, Seller will assume a position on the Buyer's Board of
Directors and Seller will also assume an officer position.
It is not anticipated that Seller or any other officer or director
of the Buyer shall draw a salary unless and until the LLC is profitable.
Article V: Warranties of Seller and Buyer
Seller and Buyer warrant and represent to each other as follows:
Seller owns the 100% Membership Interest in the LLC sold and conveyed
hereunder free and clear of any interest, lien, claim or other encumbrance.
Seller is not aware of any threatened or pending litigation respecting the
business and operations of the LLC or her Membership Interest therein.
Seller represents that she is sophisticated and experienced in business
matters or, alternatively, she has relied on an attorney, investment advisor,
purchaser representative or other business consultants who have reviewed this
agreement and the business and affairs of the Buyer. Seller further
acknowledges that she or her attorney, investment advisor, purchaser
representative, or business consultant has seen and reviewed the books and
records of Buyer, that she and they are aware that Buyer has no assets or
liabilities and that it intends to incur significant debt in the near future in
order to finance the filing of a Form 10-SB Registration Statement with the
Commission; further, Seller warrants that she has had the opportunity to have
all of her questions concerning the Buyer asked and answered and that all
answers to any such questions have been more than adequately answered to her
satisfaction and the satisfaction of her attorney, investment advisor, purchaser
representative or business consultant.
Seller further acknowledges as further set forth in Article XI, 3 below
titled Acknowledgement of Consultation that she has consulted with business
broker experts and/or attorneys or other counselors and is satisfied with the
terms and conditions of this agreement and what she expects or hopes to gain
hereby, namely, being in a better or more advantageous position to seek out and
obtain additional funding, not to mention other business combination
opportunities, all as necessary to further promote, commercialize and advance
the LLC and its assets.
Buyer acknowledges that Seller is selling her 100% Membership Interest in
the LLC and that its assets and business are indirectly conveyed to Buyer "as
is"; further, that Buyer, by buying Seller's 100% Membership Interest, is taking
control and indirect ownership of the assets and business of the LLC "as is."
Seller makes no warranty, express or implied, about the future
success of the cookbook or the incidental assets and property of the LLC after
control thereof is assumed by Buyer. In fact, Seller makes no prediction
whatsoever concerning the LLC's possible success, marketability or future
profits.
Buyer acknowledges that if the commercialization and business of the LLC is
ultimately unsuccessful or otherwise not what Buyer expects or anticipates,
Buyer hereby expressly holds Seller harmless from any liability therefor.
Buyer has relied on no representation of Seller not expressly set forth herein.
By signing this agreement, Buyer agrees to be bound by the LLC's existing
Operating Agreement and otherwise assume all of the duties, liabilities and
obligations of membership in the LLC as contemplated in Utah Code Xxx. 48-2c-
1104 titled Right of assignee to become a member.
Article VI: Casualty/Insurance
The LLC currently maintains no insurance on its inventory. As such time as
this agreement is executed, it shall be up to the Buyer, who shall then control
the LLC, to decide whether to thereafter insure any of the LLC's inventory,
equipment or assets.
Article VII: Liabilities
Any liabilities of the LLC are described in Ex. "A" hereto and Buyer buys
Seller's Membership Interest in the LLC with full knowledge of any and all such
liabilities.
Article VIII: Default
In the event that any party to this agreement defaults on any term or
provision incorporated herein, including any provision of any Exhibit attached
hereto, the nondefaulting party shall give the defaulting party a written notice
requiring that such default shall be cured within ten (10) days after receipt of
said written notice. If the defaulting party fails to cure the default within
such ten (10) day period, the nondefaulting party may proceed to enforce its
remedies as described in this agreement or in any of the Exhibits attached
hereto.
Article IX: Adjustments
Because the LLC is not presently an operating or on-going business
concern with accounts receivable or accounts payable, there are no adjustments
to be made between the parties pursuant to this agreement and as of the date
hereof.
Article X: Tax Treatment
Buyer expresses no opinion as to the tax consequences of this transaction
to Seller. Buyer only assumes that, as a result of this agreement, Seller shall
be obligated to recognize a gain on her personal income tax return in the event
that the consideration she receives hereunder is of a greater cost or value than
her cost basis in her Membership Interest in the LLC. In this regard, Seller
has been asked to consult with an accountant or tax attorney and Seller has
represented that she will have done so prior to the formal execution of this
agreement.
Article XI: Miscellaneous
1. Seller's Authority. Seller represents and warrants that she has full
power and authority to enter into this agreement and to perform its obligations
hereunder, namely, to convey her Membership Interest. Seller has obtained the
permission of the LLC (to the extent such is necessary) to convey her Membership
Interest and her signature and the signatures of the LLC's officers hereinbelow
on the LLC's behalf is duly and validly authorized by it and the delivery and
performance of this agreement and the consummation of the actions contemplated
hereby is a legal, valid and binding obligation of Seller.
2. Buyer's Authority. Buyer represents and warrants that it has full
power and authority to enter into this agreement and to perform its obligations
hereunder. By a written, unanimous consent of directors, a copy of which is
attached hereto as Ex. "D", Buyer has duly and validly authorized the execution,
delivery and performance of this agreement and the consummation of the actions
contemplated hereby and this agreement is a legal, valid and binding obligation
of it.
3. Acknowledgement of Consultation. Each party hereby acknowledges that
she or it has consulted with and obtained the advice of a business expert,
accountant or attorney prior to executing this agreement, an agreement which
incorporates certain exhibits, and that this agreement has been explained to
each party by such counsel. In this regard, the parties further acknowledge
that each has had ample time and opportunity to read and review this agreement
prior to signing the same; that each or each one's agents have had ample time
and opportunity to examine the LLC's and the Buyer's books, records and
financial information, including all exhibits comprising this agreement.
Furthermore, each has had ample time and opportunity to have all of their
respective questions about this transaction and Buyer's future plans answered
and in fact, each party's questions have been answered to their respective
satisfaction and the satisfaction of their investment advisors, purchaser
representatives, business consultants, accountants or attorneys, as applicable.
4. Binding Upon Heirs, Etc. This agreement shall be effective upon
execution by all parties. Hereafter, this agreement shall be binding upon the
parties and their respective heirs, executors, legal representatives, agents,
successors and assigns and shall inure to the benefit of such persons.
5. Governing Law. Because the LLC subject of this agreement is a Utah
limited liability company, the laws of the State of Utah shall govern this
agreement.
6. Execution of Counterparts. This agreement may be executed in
counterparts, and when each party has signed and delivered one such counterpart,
each counterpart shall be deemed an original, and when taken together with the
other signed counterpart(s), shall constitute one agreement.
7. Attorney's Fees and Costs. In the event of a lawsuit regarding any
controversy, claim or dispute between any of the parties concerning the
performance of this agreement, the prevailing party shall be entitled to recover
from the non-prevailing party all of his or its reasonable costs and expenses,
including reasonable attorney's fees.
8. Further Assurances. Both Seller and Buyer hereby give further
assurance that they or their respective agent(s) will promptly execute and
deliver all other documents necessary to carry out the purpose and intent of
this agreement.
9. Notices. All notices shall be in writing and provided to
the parties at the addresses noted within this paragraph, or as given by the
parties from time to time.
Seller: Xxxx X. Xxxx
0000 Xxxxxxx Xxxxx
Xxxxx, Xxxx 00000
Buyer: KHF Technologies
00000 Xxxxx 0000 Xxxx, Xxxxx 000
Xxxxx, Xxxx 00000
10. Survival. All warranties, covenants, representations, and
guaranties shall survive the closing and execution of the documents contemplated
by this agreement.
11. Reliance. The parties hereto, in executing and in
carrying out the provisions of this agreement, are relying solely on the
representations, warranties and agreements contained in this agreement or in any
writing delivered pursuant to provisions of this agreement and not upon any
representation, warranty, agreement, promise or information, written or oral,
made by any person other than as specifically set forth herein.
12. Entire Agreement. This agreement constitutes the complete
and entire agreement and understanding between the parties and shall not be
amended or modified except in a writing signed by each party. The parties
further acknowledge that this agreement fully incorporates and embodies all
prior and contemporaneous oral representations, understandings or agreements of
either party and that there are no understandings or agreements between the
parties that have not been made a part of this agreement.
SELLER:
Dated: 5/30/02 ________________________________________
By: Xxxx X. Xxxx, Membership Interest Owner
BUYER:
KHF TECHNOLOGIES, a Nevada corporation
Dated: 5/30/02 _______________________________
By: Xxxx Xxxxx
Its: President
WRITTEN UNANIMOUS CONSENT TO TRANSFER OF INTEREST
In accordance with subsection 4.3, titled Transfers of Shares, of Article
IV of Lighten Up Enterprises, LLC's June 25, 1996, Operating Agreement, an
Article titled Management Certificates and Their Transfer, and in further
accordance with Utah Code Xxx. 48-2c-1104 titled Right of assignee to become a
member, the undersigned Member of the Company and its undersigned Officers,
hereby unanimously consent in writing to the above-transfer of Xxxx X. Xxxx'x
Membership Interest in and to the Lighten Up Enterprises, LLC, to KHF
Technologies, a Nevada corporation.
LIGHTEN UP ENTERPRISES, LLC
Dated: 5/30/02 ___________________________________
By: Xxxx X. Xxxx
Its: President/Manager and Secretary/Treasurer
Dated: 5/30/02 ___________________________________
By: Xxxx Xxxx-Xxxx
Its: Vice-President
Dated: 5/30/02 ___________________________________
By: Xxxx Xxxxxxxxx
Its: Vice-President
Exhibit "A"
Description of Assets and Liabilities of Lighten Up Enterprises, LLC
Exhibit "B"
MANAGEMENT CERTIFICATE OF, OR
CERTIFICATE OF MEMBERSHIP INTEREST IN,
LIGHTEN UP ENTERPRISES, LLC
A Utah limited liability company
Certificate No. 2 Percentage of Member Interest
One Hundred Percent (100%)
This Management Certificate or Certificate of Membership Interest
certifies that KHF TECHNOLOGIES, a Nevada corporation, is, as of the date
hereof, the registered owner of one hundred percent (100%) of the Membership
Interests in, to and of LIGHTEN UP ENTERPRISES, LLC, a Utah limited liability
company. This Certificate is transferable on the Certificate Register of the
Company by the holder hereof in person or by an attorney upon the surrender of
this Management Certificate to the Company properly endorsed and subject to any
applicable Operating Agreement governing the transferability of interests and
the relationship between the Company and its Member(s).
A Schedule of Ownership attached hereto and made a part of this Management
Certificate further confirms and represents the Membership Interest(s) in and to
the Company as of this date.
IN WITNESS WHEREOF, the said limited liability company has caused this
Certificate to be signed and authenticated by its duly authorized officers.
EFFECTIVE this 30th day of May, 2002.
Dated: 5/30/02 ___________________________________
By: Xxxx X. Xxxx
Its: President/Manager and Secretary/Treasurer
Dated: 5/30/02 ___________________________________
By: Xxxx Xxxx-Xxxx
Its: Vice-President
Dated: 5/30/02 ___________________________________
By: Xxxx Xxxxxxxxx
Its: Vice-President
Exhibit "B" (continued)
Lighten Up Enterprises, LLC
SCHEDULE OF OWNERSHIP as of May 30, 2002
Members Cert. No. Percentage Ownership
------- --------- --------------------
Initial 1997-2001 2002
------- --------- -----
Xxxx X. Xxxx 1* 100% 100% 0%
KHF Technologies 2** 0% 0% 100%
*Effective May 30, 2002, this certificate has been cancelled on the
Certificate Register of Lighten Up Enterprises, LLC.
** As of May 30, 2002 and other than this Certificate No. 2, no other
certificate of membership interest in or to Lighten Up Enterprises, LLC, is
either issued or outstanding.
Exhibit "C"
INVESTMENT LETTER
May 30, 2002
The Board of Directors
KHF TECHNOLOGIES
00000 Xxxxx 0000 Xxxx, Xxxxx 000,
Xxxxx, Xxxx 00000
Xxxxxx Xxxxxx
INTERWEST TRANSFER COMPANY, INC.
0000 Xxxx Xxxxxx-Xxxxxxxx Xxxx
Xxxxxxxx, Xxxx 00000
RE: Acquisition of twenty million (20,000,000)"restricted" common capital
shares of KHF Technologies, a Nevada corporation ("KHF"), by Xxxx X. Xxxx
Gentlemen and Xx. Xxxxxxxxxx:
In connection with the execution on this day of a certain Acquisition
Agreement by and between KHF Technologies, a Nevada corporation ("Buyer" or
"Company") and Xxxx X. Xxxx ("Seller" or "Ross") by which Xx. Xxxx has sold and
conveyed 100% of her membership interest in and to Lighten Up Enterprises, LLC,
a Utah limited liability company, to Buyer in exchange for the issuance of
20,000,000 shares of "restricted" stock of Buyer to be issued in the name of
"Xxxx X. Xxxx," Xx. Xxxx hereby represents and warrants to KHF Technologies and
its transfer agent as follows:
1. The 20,000,000 shares of common capital stock of KHF
Technologies, par value $0.0001, (the "Securities") are being acquired by
the undersigned for the undersigned's account exclusively and without a
view to, or for, resale in connection with any distribution of such
Securities or any interest therein without registration or other compliance
under the Securities Act of 1933, as amended (the "Act"), and that the
undersigned has no direct or indirect participation in any such undertaking
or in the underwriting of such an undertaking.
2. The undersigned, as set forth further below, will not take, or
cause to be taken, any action that would cause the undersigned to be deemed
an underwriter, as defined in Section 2(11) of the Act, as amended.
3. The undersigned has been advised of the current financial status
of KHF Technologies, specifically, that it has no assets or liabilities and
that after its acquisition of the undersigned's limited liability company
interest, KHF Technologies intends to incur substantial debt as necessary
to file a Form 10-SB with the U.S. Securities and Exchange Commission and
thereby become a "reporting company" under the Securities Exchange Act of
1934, an endeavor that shall require further expenditure of funds in order
to maintain "reporting status" and thus, the incurring of further debt.
Accordingly, the undersigned is familiar with KHF's current and proposed
future financial condition, the nature of its development stage business or
status, the fact that its financial condition will soon appear worse or
more negative than it currently is, including all risks attendant to these
facts.
4. The undersigned has had an opportunity to ask questions of,
and receive answers from others acting on behalf of KHF Technologies,
including professionals such as its auditors or other accountants or
expects, to verify the accuracy and completeness of information the
undersigned has received while determining whether to enter into the
subject Acquisition Agreement with KHF Technologies.
5. By reason of the undersigned's knowledge and experience in
financial and business matters in general, and investments in particular,
the undersigned is capable of evaluating the merits and risks of an
investment in KHF or, if not, she has consulted with others who have
advised her that acquiring the Securities subject hereof under the terms
and conditions presented in the Acquisition Agreement is in her best
interests.
6. The undersigned is capable of bearing the economic risks of the
subject investment. Moreover, the undersigned's present financial
condition is such that the undersigned is under no present or contemplated
future need to dispose of any portion of the Securities to satisfy any
existing or contemplated undertaking, need or indebtedness. Further,
because the undersigned is fully employed, the undersigned does not
contemplate or foresee a change of circumstances in this regard.
7. The undersigned understands that the Securities have not
been registered, but are being acquired by reason of a specific exemption
under the Act as well as under certain state statutes for transactions by
an issuer not involving any public offering and that any disposition of the
subject Securities may, under certain circumstances, be inconsistent with
this exemption and may make the undersigned an "underwriter" within the
meaning of the Act. It is understood that the definition of an
"underwriter" focuses on the concept of "distribution" and that any
subsequent disposition of the subject Securities can only be effected in
transactions that are not considered distributions. Generally, the term
"distribution" is considered synonymous with "public offering" or any other
offer or sale involving general solicitation or general advertising. Under
present law, in determining whether a distribution occurs when securities
are sold into the public market, under certain circumstances one must
consider the availability of public information regarding the issuer, a
holding period for the securities sufficient to assure that the persons
desiring to sell the securities without registration first bear the
economic risk of their investment, and a limitation on the number of
securities which the stockholder is permitted to sell and on the manner of
sale, thereby reducing the potential impact of the sale on the trading
markets. These criteria are set forth specifically in Rule 144 of the
General Rules and Regulations of the Commission promulgated under the Act.
After one (1) year from the date the Securities are fully paid for, all as
calculated in accordance with Rule 144(d), sales of the Securities in
reliance on Rule 144 can only be made in limited amounts in accordance with
the terms and conditions of the rule. After two (2) years from the date
the Securities are fully paid for, as calculated in accordance with Rule
144(d), they can generally be sold in interstate commerce and otherwise
without meeting these conditions, provided the holder is not (and has not
been, for the preceding three (3) months) an affiliate of the issuer.
8. The undersigned acknowledges that the Securities must be held
and may not be sold, transferred, or otherwise disposed of for value unless
they are subsequently registered under the Act or an exemption from such
registration is available; the issuer is under no obligation to register
the Securities under the Act or under Section 12 of the Securities Exchange
Act of 1934, as amended, except as may be expressly agreed to by it or its
successor-in-interest in writing; if Rule 144 is available, and no
assurance is given that it will be, initially only routine sales of such
Securities in limited amounts can be made in reliance on Rule 144 in
accordance with the terms and conditions of that rule; the issuer is under
no obligation to the undersigned to made Rule 144 available, except as may
be expressly agreed to by it in writing; in the event Rule 144 is not
available, compliance with some other disclosure exemption may be required
before the undersigned can sell, transfer, or otherwise dispose of such
Securities without registration under the Act; the issuer's registrar and
transfer agent, Interwest Transfer Company, Inc., will maintain a stop
transfer order against the registration of transfer of the Securities; and
the certificate representing the Securities will bear a legend in
substantially the following form so restricting the sale of such
Securities:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (the "Act"), AND ARE
"RESTRICTED SECURITIES" WITHIN THE MEANING OF
RULE 144 PROMULGATED UNDER THE SECURITIES ACT
AND MAY NOT BE SOLD OR TRANSFERRED WITHOUT
COMPLYING WITH RULE 144 IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION OR OTHER COMPLIANCE UNDER
THE SECURITIES ACT.
9. The issuer, KHF Technologies, may refuse to register transfer
of the Securities in the absence of compliance with Rule 144 unless the
undersigned furnishes the issuer with a "no action" or interpretative
letter from the Securities and Exchange Commission or an opinion of counsel
reasonably acceptable to the issuer stating that the transfer is proper and
permissible; further, unless such letter or opinion states that the
Securities are free of any restrictions under the Act, the issuer may
refuse to transfer the Securities to any transferee who does not furnish in
writing to the issuer the same representations and agree to the same
conditions with respect to such Securities as set forth herein. The issuer
may also refuse to transfer the Securities if any circumstances are present
reasonably indicating that the transferee's representations are not
accurate.
This Investment Letter shall be binding upon and shall inure to the benefit
of the parties hereto and to the successors and assigns of KHF Technologies and
to the personal and legal representatives, heirs, guardians, successors, and
permitted assignees of the undersigned.
IN WITNESS WHEREOF, the undersigned has hereinbelow executed this
Investment Letter effective on this 30th day of May, 2002.
S/
Xxxx X. Xxxx
Signature of Subscriber
XXXX X. XXXX
Typed or Printed Name
0000 Xxxxxxx Xxxxx
Xxxxxxxxx Xxxxxxx
Xxxxx, Xxxx 00000
City, State and Zip Code
Exhibit "D"
CONSENT RESOLUTION OF THE DIRECTORS OF
KHF Technologies, a Nevada corporation
(Authorizing execution of a certain Acquisition Agreement with Xxxx X. Xxxx and
the issuance of shares provided for thereunder, among other matters)
The undersigned members of the Board of Directors of KHF Technologies, a
Nevada corporation ("KHF" or "Company"), pursuant to applicable provisions of
the Nevada Revised Statutes, hereby unanimously consent to the Company's
execution of a certain Acquisition Agreement dated May 30, 2002, by and between
KHF and Xxxx X. Xxxx, an individual, whereby KHF shall acquire Xxxx Xxxx'x 100%
membership interest in and to Lighten Up Enterprises, Inc., a Utah limited
liability company engaged in the commercial cooking and cooking advisory or
consulting business, including all copyright interests in and to a cookbook she
has authored and published, in exchange for the issuance, to Xx. Xxxx, of 20
million "restricted" shares of KHF. In order to carry out the terms and
conditions of such agreement, the undersigned directors hereby authorize the
Company's transfer agent, Interwest Transfer Company ("Interwest"), to issue
Xxxx X. Xxxx twenty million (20,000,000) "restricted" shares of KHF, shares that
Xx. Xxxx is acquiring for investment purposes only pursuant to an Investment
Letter she has signed and which shall be furnished Interwest. Interwest is
hereby instructed to imprint a standard "restrictive legend" on the KHF
certificate representing such shares which shall evidence that the shares are
and will be acquired by Xx. Xxxx for investment purposes only and without a view
to the further distribution thereof; further, that such shares may not be
transferred by Xx. Xxxx in the absence of an effective registration statement or
an opinion of counsel satisfactory to the Company that an exemption exists for a
subsequent transfer, sale of other disposition thereof by Xx. Xxxx.
IN WITNESS WHEREOF, the undersigned directors of KHF Technologies, a Nevada
corporation, hereby unanimously certify that the foregoing corporate action was
duly adopted and made effective on this 30th day of May, 2002.
DATED this 30th day of May, 2002.
____________________________
Xxxx Xxxxx, Director
DATED this 30th day of May, 2002.
____________________________
Xxxxxxx Xxxxxxxxxx, Director
