STOCK EXCHANGE AGREEMENT
This Agreement is entered into as of the date stated below by and among
Xxxxxxxxx.xxx, Inc., a privately-held Nevada corporation (hereinafter the
"Company"), Xxxxxxx X. Xxxxxx, the owner of all outstanding shares of the
Company (the "Shareholder"), and xXxxxxxx.xxx, Inc., a Nevada corporation,
(hereinafter "Purchaser").
RECITALS
1. The Company is successor in interest to all rights, title, interest,
assets and business interests of RJS Internet Services;
2. Shareholder owns all outstanding shares of the Company;
3. Purchaser desires to acquire from the Shareholders, and Shareholders
desire to convey to Purchaser, all of the issued and outstanding shares of the
Company, in exchange for certain shares of Purchaser, all upon the terms and
subject to the conditions of this Agreement and in accordance with the laws of
the State of Nevada; and
AGREEMENT
NOW, THEREFORE, in consideration of the mutual terms and covenants set
forth herein, the Purchaser, the Company, and the Shareholder approve and
adopt this Stock Exchange Agreement and mutually covenant and agree with each
other as follows:
1. Shares to be Transferred and Shares to be Issued.
1.1 On the closing date the Shareholder shall transfer to the
Purchaser certificates for the number of shares of the common stock of
the Company described in Schedule "A", attached hereto and incorporated
herein, which in the aggregate shall represent all of the issued and
outstanding shares of the common stock of the Company. Such certificates
shall be duly endorsed in blank by the Shareholder or accompanied by
duly executed stock powers in blank with signatures guaranteed.
1.2 In exchange for the transfer of the common stock of the
Company pursuant to subsection 1.1. hereof, the Purchaser shall on the
closing date and contemporaneously with such transfer of the common stock
of the Company to it by the Shareholder issue to the Shareholder a total
of 200,000 common shares of Purchaser, issued and restricted under S.E.C.
Rule 144. Said shares shall be deemed to be issued and delivered at
closing, in amounts specified on Schedule "A," and upon delivery of all
of Shareholders' shares in the Company. Certificates for Shareholders'
shares of Purchaser shall be delivered to Shareholders as soon after
closing as Purchaser's transfer agent is able to prepare such
certificates upon delivery of all of Shareholders' shares in the Company.
The certificates delivered to Shareholders pursuant to this Agreement
shall bear a legend in substantially the following form:
"The shares of stock represented by this certificate have not
been registered under the Securities Act of 1933, as amended,
or under the securities laws of any state. The shares of stock
have been acquired for investment and may not be sold, offered
for sale or transferred in the absence of an effective
registration under the Securities Act of 1933, as amended, and
any applicable state securities laws, or an opinion of counsel
satisfactory in form and substance to counsel for
xXxxxxxx.xxx, Inc. that the transaction shall not result in a
violation of federal or state securities laws."
1.3 In further consideration for the transfer of common stock of
the Company pursuant to subsection 1.1 hereof, Purchaser and Shareholders
agree, in proportions equal to their respective interests specified at
Schedule "A" that 100,000 of the common shares described in subsection
1.1 hereof, are subject to escrow and shall be released in equal
increments of 25,000 shares each upon satisfaction by Company of those
performance conditions [to be mutually agreed upon] described at Schedule
"B" hereto.
2. Representations and Warranties of the Company and Shareholders. The
Company and Shareholders represent and warrant as follows:
2.1 Ownership of Stock.
a. Shareholders are, and will be, as of the closing date, the
sole owners of all of the outstanding shares of the Company, which
shares are and will be free from any claims, liens, or other
encumbrances, and Shareholders have the unqualified right to transfer
said shares.
b. The Company's Shares constitute validly issued shares of
the Company, fully paid and nonassessable.
2.2 Agreement and Purchaser Shares.
a. Shareholders acknowledge that each Shareholder has been
supplied with this Agreement and that each is familiar with and
understands its contents.
b. Shareholders each represent and warrant that, in
determining to acquire the shares of Purchaser, each has relied solely
on his own analysis of information obtained from Purchaser and on the
advice of Shareholder's legal counsel and accountants or other
financial advisors with respect to the tax and other consequences
involved in acquiring Purchaser Shares.
c. Each Shareholder understands and acknowledges that the
Purchaser Shares will be governed by the terms and conditions of the
Agreement.
d. Each Shareholder represents and warrants that the Purchaser
Shares being acquired will be acquired for each Shareholder's own
account without a view to public distribution or resale and that no
Shareholder has any contract, undertaking, agreement, or arrangement to
sell or otherwise transfer or dispose of any Purchaser Shares or any
portion thereof to any person;
e. Each Shareholder represents and warrants that he/she (i)
can bear the economic risk of the purchase of Purchaser Shares,
including the loss of his or her entire investment, (ii) has such
knowledge and experience in business and financial matters as to be
capable of evaluating the merits and risks of an investment in
Purchaser Shares, (iii) understands that there is no guarantee that the
actual performance of Purchaser under any circumstances will match any
projections which may have been made, and that such actual performance
may differ substantially from what is represented in any such
projections.
f. Each Shareholders acknowledges and understands that the
Purchaser Shares have not been registered under the 1933 Act or the
securities laws of any state and are subject to substantial
restrictions on transfer as described in the Agreement.
g. Each Shareholder agrees and represents that Shareholders
will not sell or otherwise transfer ownership or dispose of any
Purchaser Shares or any portion thereof unless (i) such Purchaser
Shares are registered under the 1933 Act and any applicable state
securities laws or Shareholder obtains an opinion of counsel which is
satisfactory to Purchaser that such Purchaser Shares may be sold in
reliance on an exemption from such registration requirements, and (ii)
the transfer is otherwise made in accordance with this Agreement.
h. Each Shareholder understands that (i) Purchaser has no
obligation or intention to register any Purchaser Shares for resale or
transfer under the 1933 Act or any state securities laws or to take any
action (including the filing of reports or the publication of
information as required by Rule 144 under the 0000 Xxx) which would
make available any exemption from the registration requirements of any
such laws and (ii) Shareholders therefore may be precluded from selling
or otherwise transferring ownership of or disposing of any Purchaser
Shares or any portion thereof for an indefinite period of time or at
any particular time.
i. Each Shareholder acknowledges that he/she has been
encouraged to rely upon the advice of Shareholder's legal counsel and
accountants or other financial advisors with respect to the tax and
other considerations relating to the purchase of Purchaser Shares and
has been offered, during the course of discussions concerning the
acquisition of Purchaser Shares, the opportunity to ask such questions
and inspect such documents (including the books and records and
financial statements) concerning Purchaser and its business and affairs
as Shareholder has requested so as to understand more fully the nature
of the investment and to verify the accuracy of the information
supplied.
j. Each Shareholder represents and warrants that (i)
Shareholder is at least 21 years of age; (ii) Shareholder is a United
States citizen; (iii) Shareholder has adequate means of providing for
Shareholder's current needs and personal contingencies; (iv)
Shareholder has no need for liquidity in Shareholder's investments; (v)
Shareholder maintains his or her principal residence at the address
shown in Schedule A; and (vi) all investments in and commitments to
non-liquid investments are, and after the purchase of Purchaser Shares
will be, reasonable in relation to Shareholder's net worth and current
needs.
k. Each Shareholder acknowledges and understands that no
federal or state agency including the Securities and Exchange
Commission or the securities commission or authorities of any state has
approved or disapproved the Purchaser Shares, passed upon or endorsed
the merits of any offering, or made any finding or determination as to
the fairness of the Purchaser Shares for public investment.
l. Each Shareholder acknowledges and understands that the
Purchaser Shares are being offered and sold under the terms of this
Agreement in reliance on specific exemptions from the registration
requirements of federal and state laws and that Purchaser is relying
upon the truth and accuracy of the representations, warranties,
agreements, acknowledgments, and understandings set forth herein in
order to determine the Shareholders' suitability to acquire the
Purchaser Shares.
m. Each Shareholder represents and warrants that the
information set forth herein concerning or relating to such Shareholder
is true and correct.
n. Each Shareholder represents and warrants that Shareholder
is an "accredited investor" as that term is defined in Regulation D
promulgated under the Securities Act of 1933 (the "1933 Act"), in that
he or she (i) has an individual net worth, or joint net worth with his
or her spouse, of at least $1,000,000, or (ii) has had individual
income in excess of $200,000, or joint income with his or spouse in
excess of $300,000, in each of the last two years, and has a reasonable
expectation of reaching the same income level in the current year.
3. Representations and Warranties of the Company and Shareholders. The
Company and all Shareholders represent and warrant as follows:
3.1 Organization and Authority.
a. The Company is a corporation duly organized, validly
existing and in good standing under the laws of the State of
Nevada, with full power and authority to enter into and perform
the transactions contemplated by this Agreement.
b. The outstanding shares of the Company are legally and
validly issued, fully paid and nonassessable.
c. The minute book of the Company made available to the
Purchaser contains the Articles of Incorporation of the Company,
Bylaws, and complete and accurate records of all meetings and
other corporate actions of the shareholders and the board of
directors (and any committee thereof) of the Company.
3.2 Litigation. There are no legal, administrative or other
proceedings, investigations or inquiries, product liability or other
claims, judgments, injunctions or restrictions, either threatened,
pending or outstanding against or involving the Company or its
subsidiaries, if any, or Shareholders, or their respective assets,
properties, or business, nor does the Company, its subsidiaries or
Sharehodlers know, or have reasonable grounds to know, of any basis for
any such proceedings, investigations or inquiries, product liability or
other claims, judgments, injunctions or restrictions. In addition, there
are no material proceedings existing, pending or reasonably contemplated
to which any officer, director, or affiliate of the Company or as to
which the Shareholders are a party adverse to the Company or any of its
subsidiaries or has a material interest adverse to the Company or any of
its subsidiaries.
3.3 Taxes. All federal, state, foreign, county and local income,
profits, franchise, occupation, property, sales, use, gross receipts and
other taxes (including any interest or penalties relating thereto) and
assessments which are due and payable have been duly reported, fully paid
and discharged as reported by the Company, and there are no unpaid taxes
which are, or could become a lien on the properties and assets of the
Company, except as provided for in the financial statements of the
Company, or have been incurred in the normal course of business of the
Company since that date. All tax returns of any kind required to be filed
have been filed and the taxes paid or accrued.
3.4 Prior Business of Totalinet. All of the information contained
in the books and records of Company and all other predecessor entities,
complete copies of which have been furnished to the Purchaser, are true
and correct in all material respects and do not contain any untrue
statement of material fact or omit a material fact necessary to make the
statement contained therein not misleading.
3.5 Leases. The Company has disclosed to Purchaser all leases
pursuant to which the Company leases real or personal property. All such
leases are valid, binding and enforceable in accordance with their terms,
and are in full force and effect; there are no existing material defaults
by the Company thereunder; no event of default has occurred which
(whether with or without notice, lapse of time or the happening or
occurrence of any other event) would constitute a default thereunder; and
all lessors under such leases have consented (where such consent is
necessary) to the consummation of the transactions contemplated by this
Agreement without requiring modification in the rights or obligations of
the lessee under such leases. Executed counterparts of all consents
referred to the preceding sentence will be delivered to Purchaser at the
Closing.
3.6 Bank Accounts. The Company has disclosed to Acquiror the names
and locations of all banks, trust companies, savings and loan
associations and other financial institutions at which the Company
maintains safe deposit boxes or accounts of any nature and the names of
all persons authorized to draw thereon, make withdrawals therefrom or
have access thereto. At the Closing, the Company will deliver to Acquiror
copies of all records, including all signature or authorization cards,
pertaining to such bank accounts.
3.7 Employment Agreements. The Company has no employment
agreements in force or effect as of the Closing Date, except as and to
the extent specifically disclosed at Schedule C hereto. Notwithstanding
the foregoing, Purchaser acknowledges that it is the Company's desire and
intent, after the date of closing, to enter into agreements with certain
key individuals, identified at Schedule C, under key terms and conditions
also set forth in said Schedule C and Purchaser consents to such
employment plans. The Company further represents and confirms that it has
obtained or, by the closing date, shall obtained agreements of
confidentiality and nondisclosure from all current employees and,
furthermore, that his has obtained or, by the closing date, shall have
obtained from all key employees agreements not to compete with the
Company while employed by Company or for a period of three years after
the termination of employment, for any reason, and within any
geographical market in which the Company is actively engaged at any time
over the period of employment.
3.8 Accuracy of All Statements Made by Company. No representation
or warranty by the Company and the Shareholders in this Agreement, nor
any statement, certificate, schedule or exhibit hereto furnished or to be
furnished by or on behalf of the Company or the Shareholders pursuant to
this Agreement, nor any document or certificate delivered to the
Purchaser pursuant to this Agreement or in connection with actions
contemplated hereby, contains or shall contain any untrue statement of
material fact or omits or shall omit a material fact necessary to make
the statement contained therein not misleading.
All foregoing representations and warranties shall survive closing of the
purchase hereunder.
4. Representations and Warranties of the Purchaser. The Purchaser
represents and warrants as follows:
4.1 Organization and Good Standing. The Purchaser is a corporation
duly organized, validly existing and in good standing under the laws of
the State of Nevada with full power and authority to enter into and
perform the transactions contemplated by this Agreement.
4.2 Performance of this Agreement. The execution and performance
of this Agreement and the issuance of stock contemplated hereby have been
authorized by the board of directors of the Purchaser and, if necessary,
by Purchaser's shareholders.
4.3 Financials. True copies of the financial statements of the
Purchaser consisting of the balance sheets as of the fiscal year ended
December 31, 1999, and statements of operations, statements of cash
flows, and statements of stockholder's equity for said fiscal year and
for the one-month period ending January 31, 2000, have been delivered by
the Purchaser to the Company. These statements have been examined and
certified by Xxxxxx, Bierwolf & Xxxxxxxx, Certified Public Accountants.
Said financial statements are true and correct in all material respects
and present an accurate and complete disclosure of the financial
condition of the Purchaser as of December 31, 1999, and the earnings for
the periods covered, in accordance with generally accepted accounting
principles applied on a consistent basis.
4.4 Liabilities. There are no material liabilities of the
Purchaser, whether accrued, absolute, contingent or otherwise, which
arose or relate to any transaction of the Purchaser, its agents or
servants which are not disclosed by or reflected in said financial
statements. As of the date hereof, there are no known circumstances,
conditions, happenings, events or arrangements, contractual or otherwise,
which may hereafter give rise to liabilities, except in the normal course
of business of the Purchaser.
4.5 Litigation. There are no legal, administrative or other
proceedings, investigations or inquiries, product liability or other
claims, judgments, injunctions or restrictions, either threatened,
pending or outstanding against or involving the Purchaser or its
subsidiaries, if any, or their assets, properties, or business, nor does
the Purchaser or its subsidiaries know, or have reasonable grounds to
know of any basis for any such proceedings, investigations or inquiries,
product liability or other claims judgments, injunctions or restrictions.
4.6 Taxes. All federal, state, foreign, county and local income,
profits, franchise, occupation, property, sales, use, gross receipts and
other taxes (including any interest or penalties relating thereto) and
assessments which are due and payable have been duly reported, fully paid
and discharged as reported by the Purchaser, and there are no unpaid
taxes which are, or could become a lien on the properties and assets of
the Purchaser. All tax returns of any kind required to be filed have been
filed and the taxes paid or accrued.
4.7 Legality of Shares to be Issued. The shares of common stock of
the Purchaser to be delivered pursuant to this Agreement, when so
delivered, will have been duly and validly authorized and issued by the
Purchaser and will be fully paid and nonassessable.
4.8 No Covenant as to Tax Consequences. It is expressly understood
and agreed that neither the Purchaser nor its officers or agents has made
any warranty or agreement, expressed or implied, as to the tax
consequences of the transactions contemplated by this Agreement or the
tax consequences of any action pursuant to or growing out of this
Agreement.
4.9 Accuracy of All Statements Made by the Purchaser. No
representation or warranty by the Purchaser in this Agreement, nor any
statement, certificate, schedule or exhibit hereto furnished or to be
furnished by the Purchaser pursuant to this Agreement, nor any document
or certificate delivered to the Company or the Shareholders pursuant to
this Agreement or in connection with actions contemplated hereby,
contains or shall contain any untrue statement of material fact or omits
to state or shall omit to state a material fact necessary to make the
statement contained therein not misleading.
5. Conditions Precedent to the Purchaser's Obligations. Each and every
obligation of the Purchaser to be performed on the closing date shall be subject
to the satisfaction prior thereto of the following conditions:
5.1 Truth of Representations and Warranties. The representations
and warranties made by the Company and the Shareholders in this Agreement
or given on their behalf hereunder shall be substantially accurate in all
material respects on and as of the closing date with the same effect as
though such representations and warranties had been made or given on and
as of the closing date.
5.2 No Material Adverse Change. As of the closing date there shall
not have occurred any material adverse change, financially or otherwise,
which materially impairs the ability of the Company to conduct its
business or the earning power thereof on the same basis as in the past.
5.3 Accuracy of Financial Statements. The Purchaser and its
representatives shall be satisfied as to the accuracy of all balance
sheets, statements of income and other financial statements of the
Company furnished to the Purchaser herewith.
5.4 Time Limit on Closing. Closing shall have taken place by March
31, 2000.
6. Conditions Precedent to Obligations of the Company and the
Shareholder. Each and every obligation of the Company and the Shareholders to be
performed on the closing date shall be subject to the satisfaction prior thereto
of the following conditions:
6.1 Truth of Representations and Warranties. The representations
and warranties made by the Purchaser in this Agreement or given on its
behalf hereunder shall be substantially accurate in all material respects
on and as of the closing date with the same effect as though such
representations and warranties had been made or given on and as of the
closing date.
6.2 No Material Adverse Change. As of the closing date there shall
not have occurred any material adverse change, financially or otherwise,
which materially impairs the ability of the Purchaser to conduct its
business.
6.3 Accuracy of Financial Statements. The Company and the
Shareholders shall be satisfied as to the accuracy of all balance sheets,
statements of income and other financial statements of the Purchaser
furnished to the Company herewith.
6.4 Time Limit on Closing. Closing shall have taken place by April
7, 2000.
7. Security Act Provisions.
7.1 Restrictions on Disposition of Shares. The Shareholders
jointly and severally covenant and warrant that the shares received are
acquired for their own accounts and not with the present view towards the
distribution thereof and that they will not dispose of such shares except
(i) pursuant to an effective registration statement under the Securities
Act of 1933, as amended, or (ii) in any other transaction which, in the
opinion of counsel, acceptable to the Purchaser, is exempt from
registration under the Securities Act of 1933, as amended, or the rules
and regulations of the Securities and Exchange Commission thereunder. In
order to effectuate the covenants of this sub-section, an appropriate
endorsement will be placed upon each of the certificates of common stock
of the Purchaser at the time of distribution of such shares by the
Company pursuant to this Agreement, and stop transfer instructions shall
be placed with the transfer agent for the securities.
7.2 Evidence of Compliance With Private Offering Exemption. The
Shareholders agree to supply the Purchaser with evidence of the financial
sophistication of the Shareholders or evidence of appointment of a
sophisticated investment representative and such other items as counsel
for the Purchaser may require in order to evidence the private offering
character of the distribution of shares made pursuant to this Agreement.
The Shareholders represent that they have each received adequate
information about the business and history of the Purchaser and the
financial statements of the Purchaser, and all other documents and
disclosures required or requested by Shareholders. Unless otherwise
designated to the Purchaser, the Shareholders represent that they have
such knowledge of finance, securities, and investments, generally, to
evaluate the risks of the transaction set forth in this Agreement, and
that the financial capacity of the Shareholder is of such proportion that
the total cost of each Shareholder's commitment in the shares would not
be material when compared with the total financial capacity of each. Each
Shareholder understand that he/she must bear the economic risk of the
investment for an indefinite period of time because the shares to be
issued by the Purchaser hereunder have not been registered under
applicable securities laws and therefore cannot be sold unless they are
subsequently registered under such securities laws or an exemption from
such registration is available; that each certificate will bear a
restrictive legend to the effect that the shares have not been registered
under securities laws and are therefore restricted on transferability and
sale of such shares; and that stop transfer instructions will be placed
upon such shares with the transfer agent of the Purchaser concerning such
restrictions.
7.3 Notice of Limitation Upon Disposition. The Shareholders and
each of them represent that they are aware that the shares distributed to
them will not have been registered pursuant to the Securities Act of
1933, as amended; and, therefore, under current interpretations and
applicable rules, they may have to retain such shares for a period of as
long as two years and at the expiration of such period such sales may be
confined to brokerage transactions of limited amounts requiring certain
notification filings with the Securities and Exchange Commission and such
disposition may be available only if the Purchaser is current in its
filings with the Securities and Exchange Commission under the Securities
Exchange Act of 1934, as amended, or other public disclosure
requirements, and the other limitations imposed thereby on the
disposition of shares of the Purchaser.
8. Appointment of New Officers and Directors. Upon and as a condition of
closing this Agreement:
8.1 At closing the Purchaser will deliver the resignations of
Xxxxxxx Xxxxxx, as directors and/or officers of the Purchaser, and any
other persons who may be officers or directors of the Purchaser as of the
date of closing as officers.
9. Closing.
9.1 Time and Place. The closing of this transaction ("closing")
shall take place at the offices of the Company, Friday, April 7, 2000, or
at such other time and place as the parties hereto shall agree upon. Such
date is referred to in this agreement as the "closing date."
9.2 Documents To Be Delivered by the Company and the Shareholders.
At the closing the Company and the Shareholders shall deliver to the
Purchaser the following documents:
a. Certificates for the number of shares of common stock of
the Company in the manner and form required by subsection 1.1.
hereof.
b. Such other documents of transfer, certificates of
authority and other documents as the Purchaser may reasonably
request.
9.3 Documents To Be Delivered by the Purchaser. At the closing the
Purchaser shall deliver to the Company and the Shareholders the following
documents:
a. Certificates for the number of shares of common stock of
the Purchaser as determined in subsection 1.2. hereof.
b. Such other documents of transfer, certificates of
authority and other documents as the
Company and/or the Shareholders may reasonably request.
10. Publicity. The parties agree that no publicity, release or other
public announcement concerning the transaction contemplated by this letter of
intent shall be issued by any party hereto without the advance approval of both
the form and substance of the same by the other parties and their counsel, which
approval, in the case of any publicity, release or other public announcement
required by applicable law, shall not be unreasonably withheld or delayed.
11. Default. Should any party to this Agreement default in any of the
covenants, conditions, or promises contained herein, the defaulting party shall
pay all costs and expenses, including a reasonable attorney's fee, which may
arise or accrue from enforcing this Agreement, or in pursuing any remedy
provided hereunder or by the statutes of the State of Utah.
12. Assignment. This Agreement may not be assigned in whole or in part by
the parties hereto without the prior written consent of the other party or
parties, which consent shall not be unreasonably withheld.
13. Successors and Assigns. This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto, their heirs, executors,
administrators, successors and assigns.
14. Partial Invalidity. If any term, covenant, condition or provision of
this Agreement or the application thereof to any person or circumstance shall to
any extent be invalid or unenforceable, the remainder of this Agreement or
application of such term or provision to persons or circumstances other than
those as to which it is held to be invalid or unenforceable shall not be
affected thereby and each term, covenant, condition or provision of this
Agreement shall be valid and shall be enforceable to the fullest extent
permitted by law.
15. No Other Agreements. This Agreement constitutes the entire Agreement
between the parties and there are and will be no oral representations which will
be binding upon any of the parties hereto.
16. Survival of Covenants, Representations and Warranties. All covenants,
representations, and warranties made herein to any parties or in any statement
or document delivered to any party hereto, shall survive the making of this
Agreement and the Closing.
17. Further Action. The parties hereto agree to execute and deliver such
additional documents and to take such other and further action as may be
required to carry out fully the transaction(s) contemplated herein.
18. Amendment. This Agreement or any provision hereof may not be changed,
waived, terminated or discharged except by means of a written supplemental
instrument signed by the party or parties against whom enforcement of the
change, waiver, termination, or discharge is sought.
19. Headings. The descriptive headings of the various Sections or parts
of this Agreement are for convenience only and shall not affect the meaning or
construction of any of the provisions hereof.
20. Counterparts. This agreement may be executed in two or more partially
or fully executed counterparts, each of which shall be deemed an original and
shall bind the signatory, but all of which together shall constitute but one and
the same instrument.
21. Full Knowledge. By their signatures, the parties acknowledge that
they have carefully read and fully understand the terms and conditions of this
Agreement, that each party has had the benefit of counsel, or has been advised
to obtain counsel, and that each party has freely agreed to be bound by the
teens and conditions of this Agreement.
IN WITNESS WHEREOF, the parties hereto executed the foregoing Stock
Exchange Agreement as of the day and year first above written.
PURCHASER: xXXXXXXX.xxx, INC.
By /s/ Xxxxxxx X. Xxxxxxx, Xx.
-------------------------------
Xxxxxxx X. Xxxxxxx, Xx., [CFO]
COMPANY: TOTALINET, INC.
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------
Xxxxxxx X. Xxxxxx, President
SHAREHOLDERS: /s/ Xxxxxxx X. Xxxxxx
---------------------------
Xxxxxxx X. Xxxxxx
/s/ Xxxxxxx X. Xxxx
--------------------------
Xxxxxxx X. Xxxx
SCHEDULE "A"
TO THE
STOCK EXCHANGE AGREEMENT
NO. OF SHARES OF NO. OF SHARES OF
NAME OF THE COMPANY THE PURCHASER
SHAREHOLDER TO BE TRANSFERRED TO BE ISSUED
------------ ------------------ ----------------
Xxxxxxx Xxxxxx 15,000 150,000
0000 X Xxxxxxx
Xx Xxxxx, XX 00000
Xxx Xxxx 5,000 50,000
SCHEDULE "B"
TO THE
STOCK ESCROW AGREEMENT
Shareholders agree to escrow 100,000 common shares pursuant to the issuance
described in subsection 1.1 hereof, and shall be released in equal increments of
25,000 shares each as described below:
25,000 shares shall be released upon conversion of the entire xXxxxxxx.xxx
platform to Totalinet.
25,000 shares shall be released upon a total of 2,500 web sites that are hosted
under the new iShopper platform after conversion by December 31, 2000.
25,000 shares shall be released upon all monthly overhead and expenses are to be
covered by hosting fees that are generated from the new iShopper platform by
December 31, 2000.
25,000 shares shall be released upon that Xxxxxxxxx.xxx, Inc's. revenue will
exceed five million dollars ($5,000,000) annually, within two years after date
of closing.
SCHEDULE "C"
TO THE
STOCK EXCHANGE AGREEMENT
NAME OF
EMPLOYEE
---------
Xxxxxxx Xxxxxx
Xxxxxxx Xxxx
