Exhibit 10.2 Subscription Agreement
SUBSCRIPTION AGREEMENT
June 18, 2002
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President
Bentley Communications Corp.
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Telephone: ▇▇▇.▇▇▇.▇▇▇▇
Facsimile: 310.274.3978
Re: Subscription for Securities
Greetings:
1. SUBSCRIPTION. Subject to the terms and conditions of this Agreement, the
undersigned hereby irrevocably subscribes for and agrees to purchase 30,000,000
shares of common stock, $.0001 par value, (the "Shares") of Bentley
Communications Corp., a Florida corporation (the "Company"), at a price of $0.01
per Share.
The undersigned is delivering to the Company herewith:
1. The undersigned's Promissory Note, payable to the Company in
the amount of $300,000, representing the aggregate purchase
price of the Shares; and
2. An executed Subscription Agreement;
The undersigned understands that issuer's counsel will hold the Shares
and the Promissory Note until such time as the Promissory Note is paid. In the
event of partial payments under the Promissory Note, the undersigned shall
receive a pro rata delivery of Shares until the Promissory Note is paid in full.
The undersigned agrees that this subscription shall be irrevocable and shall
survive the death or disability of the undersigned. The undersigned understands
that if and to the extent this subscription is not accepted, in whole or in
part, any amount so received into the account will be returned to the
undersigned.
2. ACCEPTANCE OF SUBSCRIPTION. The undersigned acknowledges that the management
of the Company reserves the right, in its sole and absolute discretion, to
accept or reject this subscription, in whole or in part, and that this
subscription shall not be binding unless and until accepted by the Company. The
undersigned agrees that subscriptions need not be accepted in the order they are
received.
3. REPRESENTATIONS AND WARRANTIES. The undersigned hereby represents and
warrants to the Company as follows:
a) The undersigned or his purchaser representative, if any, have been
furnished any materials relating to the Company, its business and financial
condition, the offering of Shares and any other matter which they have
requested and have been afforded the opportunity to ask questions and
receive answers concerning the terms and conditions of the offering and to
obtain additional information which the Company possesses or can acquire
without unreasonable effort or expense that is necessary to verify the
accuracy of the information received from the Company.
b) The Company has answered all inquiries that the undersigned and his
purchaser representative, if any, have made of it concerning the Company,
its business and financial condition, and the offering of Shares. No oral
or written statement or inducement which is contrary to the information set
forth in the Company's SEC Filings has been made by or on behalf of the
Company to the undersigned or his purchaser representative, if any.
c) The undersigned is: (1) an "accredited investor" as defined in the
Securities Act and Securities Act Rules (2) the undersigned or the
undersigned together with his purchaser representative, if any, has such
knowledge and experience in financial and business matters to enable him to
utilize the information made available to him in connection with the
offering of the Shares, to evaluate the merits and risks of the prospective
investment, and to make an informed investment decision with respect
thereto and (3) the undersigned has a pre-existing relationship with
management of the Company.
d) The undersigned (i) has adequate means of providing for his or her current
needs and possible personal contingencies, (ii) has no need for liquidity
in this investment, (iii) is able to bear the economic risk of his
investment in the Shares and (iv) at the present time, can afford a
complete loss of such investment.
e) The undersigned is purchasing the Shares for his own account, for
investment, and not for distribution, assignment or resale to others, and
no other person has any direct or indirect beneficial interest in the
Shares.
f) The undersigned understands that (i) there is and will be no market for the
Shares of the Company, (ii) the sale of the Shares has not been and will
not be registered under the Securities Act of 1933, as amended (the
"Securities Act") in reliance on the exemption for non-public offerings
provided by Section 4(2) of the Securities Act and Regulation D promulgated
thereunder and must be held indefinitely unless they are subsequently
registered under the Securities Act or an exemption from registration is
available, (iii) the Company is under no obligation to register the Shares
on his or her behalf or to assist him or her in complying with any
exemption from registration, and (iv) the Shares may not be sold pursuant
to Rule 144 promulgated by the Securities and Exchange Commission pursuant
to the Securities Act unless all of the conditions of that Rule are met.
The Company agrees that following a 12-month holding period by Purchaser,
the Company shall take all steps necessary to allow Purchase to freely sell
the shares under Rule 144 or otherwise take steps to make the shares free
trading after 12 months.
g) The undersigned understands that no Federal or State agency has passed upon
the Shares, or made any determination as to the fairness of the investment
or any recommendation or endorsement of the Shares. The undersigned will
not transfer the Shares without registering or qualifying the same under
applicable state securities laws unless such transfer is exempt under such
laws.
h) Neither the undersigned nor his purchaser representative(s), if any, has
been furnished any offering literature other than the Company's SEC filings
and other materials which the Company may have provided at the request of
the undersigned or his purchaser representative, if any, and the
undersigned or his purchaser representative(s), if any, have relied only on
the information contained in the Company's SEC filings and the information
furnished or made available to the undersigned and his purchaser
representative(s), if any, by the Company as described in paragraphs c. and
d. above.
i) The undersigned has not distributed the Company's SEC filings to any person
other than his purchaser representative(s), if any, and no person other
than the undersigned and his purchaser representative(s), if any, has used
the Company's SEC filings.
j) The undersigned is a citizen of Canada, is at least 21 years old, and has
the legal capacity to execute, deliver, and perform this Agreement.
k) All information which the undersigned has provided to the Company
concerning himself, his financial position and his knowledge of financial
and business matters, including all information contained, is true and
complete as of the date set forth at the end hereof, and if there should be
any adverse change in such information prior to this subscription being
accepted, the undersigned will immediately provide the Company with
accurate and complete information concerning any such change.
4. INDEMNIFICATION. The undersigned agrees to indemnify and hold harmless the
Company, its officers, managers, employees, members, shareholders and
affiliates, and any person acting on behalf of the Company, from and against any
and all damage, loss, liability, cost, and expense (including attorneys' fees)
which any of them may incur by reason of the failure by the undersigned to
fulfill any of the terms or conditions of this Agreement, or by reason of any
breach of the representations and warranties made by the undersigned herein, or
in any other document provided by the undersigned to the Company. All
representations, warranties and covenants contained in this Agreement, and the
indemnification contained in this paragraph 4, shall survive the acceptance of
this subscription.
5. COMPLIANCE WITH SECTION 4(2). The undersigned understands and agrees that the
following restrictions and limitations applicable to his purchase of the Shares
which are being sold to him in reliance on the exemption from registration
contained in Section 4(2) of the Securities Act:
a. These Shares may not be sold, pledged, hypothecated or otherwise
transferred unless they are registered under the Securities Act and applicable
state securities laws or are exempt there from.
b. A legend to the following effect will be placed on any certificates
representing the Shares:
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 (THE "ACT") AND ARE "RESTRICTED SECURITIES" AS THAT TERM
IS DEFINED IN RULE 144 UNDER THE ACT. THE SHARES MAY NOT BE OFFERED FOR SALE,
SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER
THE ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT, THE
AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY."
c. Stop transfer instructions to the transfer agent, if any, of the
Shares have been or will be placed with respect to the Shares so as to restrict
resale, pledge, hypothecation, or other transfer thereof, subject to the
provisions hereof, including the provisions of the legend referred to in
paragraph b. above. As set forth more fully in paragraph 3(f), the Company will
take steps to allow Purchaser to freely sell the shares under Rule 144 or
otherwise take steps to make the shares free trading after 12 months.
6. NO WAIVER. Notwithstanding any of the representations, warranties,
acknowledgments, or agreements made herein by the undersigned, the undersigned
does not thereby or in any other manner waive any of the rights granted him
under Federal or State securities laws.
7. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement among the
parties hereto with respect to the subject matter hereof, and neither this
Agreement nor any provision hereof shall be waived, changed, discharged, or
terminated except by an instrument in writing signed by the party against whom
any waiver, change, discharge, or termination is sought.
8. NOTICES. Any notice, demand, or other communication which any party may be
required, or may elect, to give anyone interested hereunder shall be
sufficiently given if (a) deposited, postage prepaid, in the United States mail,
registered or certified mail, addressed to: in the case of the Company as set
forth on the first page hereof, and in the case of the undersigned at the
address set forth on the signature page hereof or at such other address as the
undersigned shall so notify the Company pursuant hereto, or (b) delivered
personally at such address.
9. BINDING EFFECT. Except as otherwise provided herein, this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective
heirs, executors, administrators, successors, legal representatives and assigns.
If the undersigned is more than one person, the obligations of the undersigned
shall be joint and several and the agreements, representations, warranties, and
acknowledgments herein contained shall be deemed to be made by and be binding
upon each such person and his respective heirs, executors, administrators,
successors, legal representatives and assigns.
10. ASSIGNABILITY. The undersigned agrees not to transfer or assign this
Agreement, or any of the undersigned's interest herein.
11. APPLICABLE LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida.
12. FORM OF OWNERSHIP. Please state the name of the person(s) to be placed on
the books and records of the Company as the owner of the Shares.
GUARDIAN FINANCIAL SERVICES, INC., A NEVADA CORPORATION
IN WITNESS WHEREOF, the undersigned has executed this Agreement on June
18, 2002 (date) at Los Angeles, CA (City, State).
Guardian Financial Services, Inc., a Nevada
corporation
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: President
EIN ▇▇-▇▇▇▇▇▇▇
Taxpayer Identification Number
Guardian Financial Services, Inc.
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Printed Name & Address
Accepted:
Bentley Communications Corp.
By: /s/ ▇▇▇▇▇▇ ▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇
Title: President
