AGREEMENT
THIS AGREEMENT is made as of the 1st day of June, 1997
("Contract Date"), by and among SYNAPTX WORLDWIDE, INC., a Utah
corporation ("SYNAPTX ") and O. XXX XXXXXXXXXX (the "ORAYCOM
Shareholder").
BACKGROUND
The ORAYCOM Shareholder owns all the outstanding capital stock
of ORAYCOM, Inc., a Texas corporation ("ORAYCOM"). SYNAPTX wishes
to acquire ORAYCOM, and the ORAYCOM Shareholder wishes to own
common stock in SYNAPTX and to continue to conduct ORAYCOM's
business as a subsidiary of SYNAPTX.
Accordingly, in consideration of the mutual agreements set
forth herein, the parties agree as follows:
ARTICLE 1
STOCK FOR STOCK EXCHANGE
1.1 Exchange of ORAYCOM Shares for SYNAPTX Shares. Subject
to the terms and conditions of this Agreement, SYNAPTX agrees to
issue to the ORAYCOM Shareholder a total of ______________ shares
of SYNAPTX common stock representing the total number of shares of
SYNAPTX common stock resulting from the formula of dividing Five
Hundred Thousand Dollars ($500,000) by the average closing price of
the SYNAPTX common stock for the prior twenty [20] trading days
preceding the Contract Date, rounded up to next whole share of
SYNAPTX common stock (the "SYNAPTX Common Stock"), in exchange for
all the outstanding shares of capital stock of ORAYCOM (the
"ORAYCOM Stock"). The ORAYCOM Shareholder shall transfer to
SYNAPTX at the Closing (as hereinafter defined) the number of
shares of ORAYCOM Stock shown opposite such person's name on
Exhibit 1.1 and shall receive in exchange therefor the number of
shares of SYNAPTX Common Stock shown opposite such person's name on
Exhibit 1.1.
The parties hereto, including the ORAYCOM Shareholder,
ORAYCOM and SYNAPTX, intend for this exchange of stock to be
treated as a tax free reorganization as defined within the U.S.
Internal Revenue Code Section 368(a)(1)(B).
1.2 Contingent Issuance of SYNAPTX Shares. Subject to the
terms and conditions of this Agreement, SYNAPTX agrees to issue to
the ORAYCOM Shareholder a maximum value of $380,000 worth of
SYNAPTX Common Stock ("Earn-out Bonus") as an incentive to achieve
the Level One Results or Level Two Results (and as hereinafter
defined) as reflected on Exhibit 1.2, to be issued over the SYNAPTX
fiscal year ends, specifically August 31, 1997, 1998 and 1999 (the
"Earn-out Period" for each fiscal year end or collectively the
"Earn-out Periods"), to the existing ORAYCOM Shareholder who is
employed by ORAYCOM as of the date ninety (90) days after each of
the next three SYNAPTX fiscal year ends, specifically, August 31,
1997, 1998, and 1999 ("Payout Date" for each fiscal year end or
collectively the "Payout Dates"). The Level One Results and Level
Two Results represent threshold levels of amounts to be realized
after the Closing covering the total of Commission Revenues and the
total Earnings before Taxes, both of which must be achieved, as
recorded on the books and records of ORAYCOM for each Earn-out
Period in accordance with generally accepted accounting principles
("Level One Results" and "Level Two Results", respectively). The
Earn-out Bonus as reflected on Exhibit 1.2 represents the dollars
payable for the respective Level One Results and Level Two Results
specified on Exhibit 1.2 achieved ("Earn-out Bonus Realized").
Earn-out Bonus Realized is payable in shares of Synaptx Common
Stock based on the number of shares resulting from the formula of
Earn-out Bonus Realized divided by the average closing price of
SYNAPTX Common Stock for every trading day in the month of
September as published for the stock exchange on which the SYNAPTX
Common Stock is traded or as quoted on the electronic bulletin
board if the SYNAPTX Common Stock is not so traded, rounded up to
the next whole share of SYNAPTX Common Stock.
1.3 Closing. The exchange of SYNAPTX Common Stock for
ORAYCOM Stock shall take place at a closing (the "Closing") at such
place as shall be mutually agreed to by the parties at 10:00 a.m.
on June 2, 1997, or as soon as practicable thereafter upon the
satisfaction or waiver of the conditions to Closing set forth in
Article 5 and in Section 7.1.1. The date on which the Closing
takes place is referred to as the "Closing Date." At the Closing,
the ORAYCOM Shareholder shall deliver to SYNAPTX stock certificates
representing the ORAYCOM Stock owned by such ORAYCOM Shareholder,
duly endorsed for transfer or with duly executed stock powers
attached, together with such other documents as SYNAPTX may
reasonably request prior to the Closing. At the Closing, SYNAPTX
shall deliver to the ORAYCOM Shareholder a stock certificate
representing the SYNAPTX Common Stock issued to such ORAYCOM
Shareholder in exchange for his or her ORAYCOM Stock, together with
such other documents as the ORAYCOM Shareholder may reasonably
request prior to the Closing. The parties agree to execute such
additional documents after the Closing as may be necessary or
desirable to carry out the terms of this Agreement.
ARTICLE 2
REPRESENTATIONS AND WARRANTIES OF ORAYCOM SHAREHOLDER
The ORAYCOM Shareholder represents and warrants as follows:
2.1 Organization. To the best of his knowledge, ORAYCOM is
duly incorporated, validly existing and in good standing under the
laws of the State of its incorporation, is qualified to do business
as a foreign corporation in each other jurisdiction in which the
failure to be so qualified would have a material adverse effect on
the transactions contemplated by this Agreement or on the business,
financial condition or results of operation of ORAYCOM, and has
full corporate power and authority to conduct its business as
presently conducted and to enter into and perform this Agreement.
2.2 Authorization. The ORAYCOM Shareholder represents and
warrants that he or she has full power, capacity and authority to
execute, deliver and perform this Agreement. This Agreement has
been duly executed and delivered by such ORAYCOM Shareholder and
(assuming the due execution and delivery by the other parties
hereto) constitutes the legal, valid and binding agreement of such
ORAYCOM Shareholder enforceable against such person in accordance
with its terms, except as may be limited by applicable bankruptcy,
insolvency or other laws affecting the enforcement of creditors'
rights and remedies generally and by general principles of equity.
The ORAYCOM Shareholder shall, at the Closing, provide a fully
executed resolution of the ORAYCOM Board of Directors indicating
that there are no existing conditions that preclude the transaction
as defined in Article 1 and authorizing such exchange as documented
by a Plan of Reorganization that references those actions to
accomplish the tax free result intended by the parties in this
transaction which will be incorporated within this ORAYCOM Board of
Directors resolution.
2.3 No Consents, Conflicts. The ORAYCOM Shareholder
represents and warrants that (a) no consent, approval or other
action by any governmental authority or third party is required in
connection with the execution, delivery and performance of this
Agreement by such ORAYCOM Shareholder; and (b) neither the
execution, delivery or performance of this Agreement by such
ORAYCOM Shareholder will (i) violate, conflict with or result in a
breach of any provision of or constitute a default or an event
which with notice or lapse of time or both, would constitute a
default under ORAYCOM's articles of incorporation or by-laws or any
agreement or obligation to which ORAYCOM or such ORAYCOM
Shareholder are a party or by which either of such persons may be
bound or affected where such violation, conflict, breach or default
would have a material adverse effect on the transactions
contemplated by this Agreement, or (ii)violate any order, writ,
injunction, decree, statute, rule or regulation applicable to
ORAYCOM or such ORAYCOM Shareholder where such violation would have
a material adverse effect on the transactions contemplated by this
Agreement.
2.4 Financial Statements. The ORAYCOM Shareholder has
previously delivered to SYNAPTX the balance sheets and related
statements of income, shareholder's equity and cash flows as of and
for the calendar year period ended December 31, 1996 and for the
five month period ended May 31, 1997 (the "Financial Statements").
The Financial Statements have been prepared in accordance with
ORAYCOM's books and records, present fairly in all material
respects the financial position, results of operations,
shareholder's equity and cash flows for the periods then ended.
There has been no material adverse change in the business,
financial condition, results of operations or prospects of ORAYCOM
since December 31, 1996. Except as disclosed in the Financial
Statements, ORAYCOM does not have any liabilities, commitments or
obligations (whether accrued, absolute, contingent or otherwise),
other than obligations incurred since the date of the Financial
Statements in the ordinary course of business and consistent with
past practice and none of which has or will have a material adverse
effect, on the business, financial condition, results of operations
or prospects of ORAYCOM.
2.5 Compliance, No Litigation. To the best of his knowledge,
ORAYCOM is in material compliance with all applicable federal,
state, local and foreign laws, ordinances, orders, rules and
regulations and with all agreements, commitments or obligations to
which it is a party or by which it or any of its assets may be
bound. To the best of his knowledge, there is no proceeding,
investigation or inquiry pending or threatened against ORAYCOM, its
business or any of its assets, nor is there any basis for any such
proceeding, investigation or inquiry. Neither ORAYCOM nor, to the
best of his knowledge, its business or any of its assets is subject
to any judgment, order, writ or injunction of any court, arbitrator
or governmental agents or instrumentality.
2.6 Authorized Capital Stock. The authorized capital stock
of ORAYCOM consists of ________________ shares of common stock, of
which __________________ shares are issued and outstanding, all of
which are owned by the ORAYCOM Shareholder. All the outstanding
shares of ORAYCOM Stock have been validly issued and are fully paid
and non assessable. There are no outstanding options, warrants,
rights or other commitments obligating ORAYCOM to issue any of its
capital stock. The capital stock held by the ORAYCOM Shareholder is
not pledged to any bank or to other lenders to support loans and
debt provided to ORAYCOM, Inc. and personally to any individual or
multiple ORAYCOM Shareholder.
2.7 Title to ORAYCOM Stock. The ORAYCOM Shareholder owns the
ORAYCOM Stock to be transferred to SYNAPTX at the Closing, free and
clear of all liens, claims and encumbrances, and at the Closing,
SYNAPTX will acquire good and valid title to such ORAYCOM Stock,
free and clear of all liens, claims and encumbrances.
2.8 Investment Representations. The ORAYCOM Shareholder
represents and warrants that he or she has such knowledge and
experience in financial and business matters as to be capable of
evaluating the merits and risks of an investment in the SYNAPTX
Common Stock in exchange for the ORAYCOM Stock owned by such
ORAYCOM Shareholder, and has been given the opportunity to examine
all documents and ask questions of, and receive answers from
representatives of SYNAPTX concerning the terms and conditions of
such exchange and the financial condition, business and prospects
of SYNAPTX, and to obtain such additional information as he or she
deemed necessary in connection with the transaction contemplated by
this agreement. The SYNAPTX common stock to be acquired by such
ORAYCOM Shareholder pursuant to this agreement is being acquired by
such ORAYCOM Shareholder for such person's own account for
investment and not with a view to the public distribution thereof,
and such ORAYCOM Shareholder will not effect any transfer of such
SYNAPTX Common Stock except pursuant to an effective registration
statement under the Securities Act of 1933 or exemptions from
registration thereunder and in compliance with all applicable state
securities laws. The ORAYCOM Shareholder understands that the
SYNAPTX Common Stock to be received by such person at the Closing
will bear appropriate restrictive legends referred to the foregoing
transfer restrictions.
2.9 Reliance on Own Tax Advisors. The ORAYCOM Shareholder is
relying on his own tax advisors in connection with determining the
tax consequences to him of the transactions contemplated by this
Agreement and is not relying on SYNAPTX or SYNAPTX's attorneys,
accountants, officers or advisors for any such advice.
2.10 Brokers and Finders. Neither ORAYCOM, including its
officers, directors or agents, nor the ORAYCOM Shareholder, are
liable for any brokers' or finders' fees or expenses in connection
with this Agreement or the transactions contemplated hereby.
2.11 No Misrepresentations. Neither this Agreement nor any
document executed or to be executed by any ORAYCOM Shareholder in
connection with the transactions contemplated hereby contains or
will contain when executed any untrue statement of a material fact
or omits or will omit when executed to state a material fact
necessary in order to make the statements made, in the light of the
circumstances under which they were made, not misleading.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF SYNAPTX
SYNAPTX represents and warrants as follows:
3.1 Organization. SYNAPTX is duly incorporated, validly
existing and in good standing under the laws of the State of its
incorporation, is qualified to do business as a foreign corporation
in each other jurisdiction in which the failure to be so qualified
would have a material adverse effect on the transactions
contemplated by this Agreement or on the business, financial
condition or results of operations of SYNAPTX, and has full
corporate power and authority to conduct its business as presently
conducted and to enter into and perform this Agreement.
3.2 Authorization. SYNAPTX has full power, capacity and
authority to execute, deliver and perform this Agreement. This
Agreement has been duly executed and delivered by SYNAPTX and
(assuming the due execution and delivery by the other parties
hereto) constitutes the legal, valid and binding agreement of
SYNAPTX enforceable against SYNAPTX in accordance with its terms,
except as may be limited by applicable bankruptcy, insolvency or
other laws affecting the enforcement of creditors' rights and
remedies generally and by general principles of equity. SYNAPTX
shall, at the Closing, provide a fully executed resolution of the
SYNAPTX Board of Directors indicating that there are no existing
conditions that preclude the transaction as defined in Section 1.1
and authorizing such exchange as documented by a Plan or
Reorganization that references those actions to accomplish the tax
free result intended by the parties in this transaction which will
be incorporated within this SYNAPTX Board of Directors resolution.
3.3 No Consents, Conflicts. No consent, approval or other
action by any governmental authority or third party is required in
connection with the execution, delivery and performance of this
Agreement by SYNAPTX and neither the execution, delivery or
performance of this Agreement by SYNAPTX will (i) violate, conflict
with or result in a breach of any provision of, or constitute a
default or an event which with notice or lapse of time or both,
would constitute a default under SYNAPTX's articles of
incorporation or bylaws or any agreement or obligation to which
SYNAPTX is a party or by which it may be bound or affected where
such violation, conflict, breach or default would have a material
adverse effect on the transactions contemplated by this Agreement,
or (ii) violate any order, writ, injunctions, decree, statute, rule
or regulation applicable to SYNAPTX where such violation would have
a material adverse effect on the transactions contemplated by this
Agreement.
3.4 Business of SYNAPTX. SYNAPTX has previously delivered
to the ORAYCOM Shareholder the balance sheets and related
statements of income, shareholders' equity and cash flows as of and
for the fiscal year period ended August 31, 1996 and the condensed
financial statement information included in the Second Quarter 1997
Investor Quarterly Update (the "Financial Statements"). The
Financial Statements have been prepared in accordance with the
SYNAPTX books and records, present fairly in all material respects
the financial position, results of operations, shareholders' equity
and cash flows for the periods then ended. There has been no
material adverse change in the business, financial condition,
results of operations or prospects of SYNAPTX since the date of
SYNAPTX Financial Statements referred to above. Except as
disclosed in such balance sheet and as otherwise herein
specifically noted, SYNAPTX does not have any liabilities,
commitments or obligations (whether accrued, absolute, contingent
or otherwise), other than obligations incurred since the date of
the Financial Statements in the ordinary course of business and
consistent with past practice and none of which has or will have a
material adverse effect, on the business, financial conditions,
results of operations or prospects of SYNAPTX.
3.5 Compliance, No Litigation. SYNAPTX is in material
compliance with all applicable federal, state, local and foreign
laws, ordinances, orders, rules and regulations and with all
agreements, commitments or obligations to which it is a party or by
which it or any of its assets may be bound. There is no
proceeding, investigation or inquiry pending or threatened against
SYNAPTX, its business or any of its assets, nor is there any basis
for any such proceeding, investigation or inquiry. Neither SYNAPTX
nor its business or any of its assets is subject to any judgment,
order, writ or injunction of any court, arbitrator or governmental
agency or instrumentality.
3.6 Authorized Capital Stock. The authorized capital stock
of the Company is 35,000,000 shares, consisting of 10,000,000
shares of preferred Stock, $.001 par value per share, none of which
none are issued or outstanding and 25,000,000 shares of Common
Stock, $.001 par value per share, of which 5,047,211 shares have
been validly issued and are outstanding.
3.7 Title to SYNAPTX Stock. The SYNAPTX Common Stock to be
issued to the ORAYCOM Shareholder will be duly and validly issued,
fully paid and non assessable, and the ORAYCOM Shareholder will
acquire title to the SYNAPTX Common Stock to be issued to such
person hereunder free and clear of all liens, claims and
encumbrances. Additionally, the SYNAPTX Board of Directors and a
majority of the then Synaptx shareholders have approved a stock
option plan providing for the issuance of 551,150 shares of SYNAPTX
common stock of which 316,900 shares are issued with exercise
prices ranging from $0.091 to $0.998 per share. Also, the SYNAPTX
Board of Directors has approved the issuance of stock warrants
representing 200,310 shares of SYNAPTX common stock with an
exercise price from $0.454 to $0.907 per share.
3.8 Investment Representations. SYNAPTX represents and
warrants that it has such knowledge and experience in financial and
business matters as to be capable of evaluating the merits and
risks of an investment in the ORAYCOM Stock in exchange for the
SYNAPTX Common Stock, and has been given the opportunity to examine
all documents and ask questions of and receive answers from
representatives of ORAYCOM concerning the terms and conditions of
such exchange and the financial condition, business and prospects
of ORAYCOM, and to obtain such additional information as it deems
necessary in connection with the transactions contemplated by this
Agreement the ORAYCOM Stock to be acquired by SYNAPTX pursuant to
this Agreement is being acquired for SYNAPTX's own account for
investment and not with a view to the public distribution thereof,
and SYNAPTX will not effect any transfer of such ORAYCOM Stock
except pursuant to an effective registration statement under the
Securities Act of 1933 or exemptions from registration thereunder
and in compliance with all applicable state securities laws.
SYNAPTX understands that the ORAYCOM Common Stock to be received by
SYNAPTX at the Closing will bear appropriate restrictive legends
referred to the foregoing transfer restrictions. SYNAPTX agrees to
comply with Blue Sky Laws in the State of Texas.
3.9 Reliance on Own Tax Advisers. SYNAPTX is relying on its
own tax advisors in connection with determining the tax
consequences to it of the transactions contemplated by this
Agreement and are not relying on ORAYCOM or ORAYCOM's attorneys,
accountants, officers or advisors for any such advice.
3.10 Brokers and Finders. Neither SYNAPTX nor any of its
shareholders, officers, director or agents is liable for any
brokers' or finders' fees or expenses in connection with this
Agreement or the transactions contemplated hereby.
3.11 No Misrepresentations. Neither this Agreement nor any
document executed or to be executed by SYNAPTX in connection with
the transactions contemplated hereby contains or will contain when
executed any untrue statement of a material fact or omits or will
omit when executed to state a material fact necessary in order to
make the statements made, in light of the circumstances under which
they were made, not misleading.
ARTICLE 4
ACTIONS PRIOR TO CLOSING
4.1 Ordinary Course. From the date hereof until the Closing,
the ORAYCOM Shareholder agrees to use reasonable best efforts to
cause ORAYCOM to conduct its business only in the ordinary course,
consistent with past practice.
4.2 Best Efforts. Each party agrees to use reasonable best
efforts to cause the fulfillment at the earliest practicable date
of all the conditions to the Closing.
4.3 Access. During the period prior to Closing, SYNAPTX
shall give the ORAYCOM Shareholder, and the ORAYCOM Shareholder
shall cause ORAYCOM to give SYNAPTX, and their respective
representatives reasonable access during normal business hours to
all of its books and records, and to cause to be furnished to each
other and their representatives all information with respect to
their respective businesses and affairs as the other may reasonably
request.
4.4 Plan of Reorganization. ORAYCOM and SYNAPTX will effect
a plan of Reorganization that documents the actions it is taking to
accomplish transactions in accordance with tax free intent of the
parties, including the ORAYCOM Shareholder, ORAYCOM and SYNAPTX,
as defined in Section 1.1 above.
ARTICLE 5
CONDITIONS TO CLOSING
5.1 ORAYCOM Shareholder's Obligations to Close. Each and
every obligation of the ORAYCOM Shareholder to be performed on the
Closing Date shall be subject to the satisfaction or waiver of each
of the following conditions:
5.1.1 Representations, Warranties and Covenants. The
representations and warranties of SYNAPTX set forth in this
Agreement shall be true and correct in all material respects when
made and as of the Closing Date as though such representations and
warranties were made on and as of the Closing Date, and SYNAPTX
shall have performed all obligations required to be performed by it
under this Agreement on or before the Closing Date.
5.1.2 Tax Consequences. The ORAYCOM Shareholder
shall have determined, in consultation with his own tax advisors,
that the transactions to be consummated at the Closing will not
result in taxable income to him (the parties agree to use
reasonable best efforts to restructure the transactions
contemplated hereby in the event that the ORAYCOM Shareholder is
unable to make such a determination, so that the foregoing
condition can be satisfied).
5.1.3 Employment Agreements. SYNAPTX shall have
caused ORAYCOM to enter into an employment agreement with each
ORAYCOM key employee in substantially the form set forth for the
ORAYCOM Shareholder in Exhibit 5.1.3.
5.2 SYNAPTX's Obligations to Close. Each and every
obligation of SYNAPTX to be performed on the Closing Date shall be
subject to the satisfaction or waiver of each of the following
conditions:
5.2.1 Representations, Warranties and Covenants. The
representations and warranties of the ORAYCOM Shareholder set forth
in this Agreement shall be true and correct in all material
respects when made and as of the Closing Date as though such
representations and warranties were made on and as of the Closing
Date, and the ORAYCOM Shareholder shall have performed all
obligations required to be performed by such person under this
Agreement on or before the Closing Date.
5.2.2 Tax Consequences. SYNAPTX shall have
determined, in consultation with its own tax advisors, that the
transactions to be consummated at the Closing will not result in
taxable income to it (the parties agree to use reasonable best
efforts to restructure the transactions contemplated hereby in the
event that SYNAPTX is unable to make such a determination, so that
the foregoing condition can be satisfied).
5.2.3 Employment Agreements. Each of the ORAYCOM key
employees shall have entered into the Employment Agreements
referred to in Section 5.1.3.
ARTICLE 6
TERMINATION
6.1 Termination by Either Party. This Agreement may be
terminated, without liability, by SYNAPTX or by the ORAYCOM
Shareholder if the terminating party is not itself in default
hereunder by written notice of such election to the other if the
closing has not occurred by September 1, 1997.
6.2 Breach. In the event of any breach by one or more
ORAYCOM Shareholder hereunder, including a breach of
representations and warranties, prior to the Closing, SYNAPTX shall
have the option to (i) terminate this Agreement, (ii) close the
transactions contemplated hereby notwithstanding such breach, or
(iii) seek specific performance of this Agreement. In the event of
a breach by SYNAPTX hereunder, including a breach of
representations and warranties, prior to the Closing, the ORAYCOM
Shareholder shall have the options to (I) terminate this Agreement,
(ii) close the transactions contemplated hereby notwithstanding
such breach, or (iii) seek specific performance of this Agreement.
ARTICLE 7
POST-CLOSING COVENANTS
7.1 Post-Closing Covenants of SYNAPTX. SYNAPTX covenants
from and after the Closing as follows:
7.1.1 Stock Plans. SYNAPTX agrees to use reasonable
best efforts to implement within one hundred twenty (120) days
after the Closing Date a stock purchase program for the executives
of ORAYCOM.
7.2 Operation of ORAYCOM's Business Following the Closing.
The parties agree as follows with respect to the operation of
ORAYCOM's business following the Closing:
7.2.1 Location. ORAYCOM shall continue to conduct
its business at its present facility in Carrollton, Texas until
such time as the ORAYCOM Board and the SYNAPTX Board of Directors
mutually agree that a change would be beneficial to the business of
SYNAPTX and its subsidiaries taken as a whole.
ARTICLE 8
OTHER
8.1 Survival. The representations and warranties set forth
in Articles 2 and 3 shall survive the Closing for a period of six
(6) months. ORAYCOM and the ORAYCOM Shareholder agrees to defend,
indemnify and hold harmless SYNAPTX and SYNAPTX agrees to defend,
indemnify and hold harmless the ORAYCOM Shareholder for any
damages, losses, liabilities or claims incurred by the other as a
result of the breach by the other of such representations and
warranties made by it herein.
8.2 Miscellaneous. This Agreement may be amended only in
writing signed by the party against whom enforcement is sought.
This Agreement may not be assigned by any party hereto without the
prior written consent of the other parties. This Agreement shall
be governed and construed in accordance with the laws of the State
of Texas, without regard to principles of conflicts of law. This
Agreement may be executed in two or more counterparts, each of
which shall be deemed an original. The headings contained in this
Agreement are only for convenience and shall not affect the meaning
or interpretation of this Agreement. The invalidity or
unenforceability of any provision of this Agreement shall not
affect any other provisions of this Agreement, which shall remain
in full force and effect. Each party agrees that the others would
be irreparably harmed in the even of any breach of this Agreement.
Accordingly, the parties agree that each shall be entitled to
specific performance of this Agreement to injunctive relief to
prevent any breach of this Agreement. In the event of any
litigation arising out of or relating to this Agreement, the
prevailing party shall be entitled to reasonable attorney's fees
and expenses from the losing party.
Company Signature Name and Title
Synaptx Worldwide, Inc.
Xxxxxx X. Xxxxxxxxx,
President
(Corporate Seal)
ORAYCOM, Inc.
O. Xxx Xxxxxxxxxx,
ORAYCOM Shareholder
(Corporate Seal)
