EXHIBIT 10.05
ACQUISITION AGREEMENT
This Agreement, effective the 1st day of August, 1996, by,
between and among Teletek, Inc., a corporation organized under
the laws of the State of Nevada (hereinafter the "Purchaser"),
and the Shareholders ("the Shareholders") of Selectel a
California Corporation, corporation (hereinafter the "Company").
WITNESSETH:
WHEREAS, Purchaser wishes to acquire, and Shareholders are
willing to sell one hundred percent of the outstanding stock of
the Company in exchange for consideration hereafter described;
NOW, THEREFORE, in consideration of the mutual terms and
covenants set forth herein, Purchaser and Shareholders approve
and adopt this Acquisition Agreement and mutually covenant and
agree with each other as follows:
ARTICLE I
CONSIDERATION
1. a. On the closing date the Shareholders shall deliver to
Purchaser certificates representing the number of shares of the
Company as listed in Schedule A, attached hereto and incorporated
herein, which in the aggregate shall represent one hundred
percent of the issued and outstanding shares of stock of the
Company. Such certificates shall be duly endorsed in blank by
Shareholders or accompanied by duly executed stock powers in
blank with signatures guaranteed. Alternatively, the
shareholders may assign their rights to the shares if the shares
have not been physically issued in the form of stock
certificates.
b. In exchange for the transfer of the common stock of the
Company pursuant to sub-section 1.a. hereof, Purchaser shall
provide on the closing date the following consideration:
1) One hundred and thirty thousand (130,000) shares of
the common stock of Teletek, Inc., which shares shall be issued
by Teletek and deemed restricted securities for two years
pursuant to Rule 144;
2) Sixty thousand (60,000) shares of the common stock
of Teletek, Inc., which shares shall be free trading;
3) Two hundred and seventy thousand dollars ($270,000);
4) A promissory note in the amount of three hundred
thousand dollars ($300,000), bearing an 8% a.p.r., principal due
two years from the date of the note;
5) Prepayment of interest on the note in subparagraph
(4) above, totaling $48,000.
ARTICLE II
REPRESENTATIONS, WARRANTIES AND INDEMNIFICATION BY SHAREHOLDERS
2.01 OWNERSHIP OF STOCK.
1. Shareholders are the record owners and holders of the
number of fully paid and nonassessable shares of the Company
listed in Schedule "A" hereto as of the date hereof and will
continue to own such shares of the stock of the Company until the
delivery thereof to the Purchaser on the closing date and all
such shares of stock are or will be on the closing date owned
free and clear of all liens, encumbrances, charges and
assessments of every nature and subject to no restrictions with
respect to transferability. The Shareholders will have full
power and authority to assign and transfer their shares of the
Company in accordance with the terms hereof.
2.01 Indemnification of Lawsuit
Shareholders hereby indemnify the Purchaser of any all
expenses, judgments, assessments, etc. which may result from
litigation against the Company filed by ADT.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS
3.01 CAPITALIZATION
Except for this Agreement, there are no outstanding options,
contracts, calls, commitments, agreements or demands of any
character relating to the stock of the Company owned by
Shareholders.
3.02 ORGANIZATION AND AUTHORITY.
(a) The Company is a corporation duly organized,
validly existing and in good standing under the laws of the State
of California, with all requisite corporate power and authority
to own, operate and lease its properties and to carry on its
business as now being conducted, is duly qualified and in good
standing in every jurisdiction in which the property owned,
leased or operated by it, or the nature of the business conducted
by it, makes such qualification necessary to avoid material
liability or material interference in its business operations,
and is not subject to any agreement, commitment or understanding
which restricts or may restrict the conduct of its business in
any jurisdiction or location. The Company is
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qualified to do business in the State of Incorporation and those
other states listed in Schedule C.
(b) The outstanding shares of the Company are legally
and validly issued, fully paid and nonassessable.
(c) The Company does not own five percent (5%) or more
of the outstanding stock of any corporation, except as listed on
the Disclosure Statement.
(d) The minute book of the Company made available to
Purchaser contains 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.
(e) The Disclosure Statement contains a list of the
officers, directors and shareholders of the Company and copies of
the articles of incorporation and by-laws currently in effect of
the Company.
(f) The execution and delivery of this Agreement does
not, and the consummation of the transaction contemplated hereby
will not, subject to the approval and adoption by the
Shareholders of the Company, violate any provision of the
certificate/articles of incorporation or bylaws of the Company,
or any provisions thereof, or result in the acceleration of any
obligation under, any mortgage, lien, lease, agreement,
instrument, court order, arbitration award, judgment or decree to
which the Company is a party, or by which it is bound, and will
not violate any other restriction of any kind or character to
which it is subject.
(g) The authorized capital stock of the Company is an
unlimited number of shares of common stock, no par value, of
which five hundred shares of such stock will be issued and
outstanding at the time of closing.
3.03 FINANCIALS.
(a) Financial statements (hereafter "financial
statements") of the Company as of December 31, 1995, and interim
financial statements, have been delivered by the Company to the
Purchaser on or before the closing date. Said financial
statements are true and correct in all material respects and
present an accurate and complete disclosure of the financial
condition of the Company as of its date and for the periods
covered.
(b) All accounts receivable, if any, (net of reserves
for doubtful accounts) of the Company shown on the books of
account on the statement date and as incurred in the
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normal course of business since that date, are collectible in the
normal course of business.
(c) The Company has good and marketable title to all
of its assets, business and properties including, without
limitation, all such properties reflected in the balance sheet as
of the statement date except as disposed of in the normal course
of business, free and clear of any mortgage, lien, pledge,
charge, claim or encumbrance, except as shown on said balance
sheet as of the statement date and, in the case of real
properties except for rights-of-way and easements which do not
adversely affect the use of such property.
(d) All currently used property and assets of the
Company, or in which it has an interest, or which it has in
possession, are in good operating condition and repair subject
only to ordinary wear and tear.
3.04 CHANGES SINCE THE STATEMENT DATE. Since the financial
statement date, except as disclosed in the Disclosure Statement,
there will not have been any material negative change in the
financial position or assets of the Company.
3.05 LIABILITIES. There are no material liabilities of the
Company, whether accrued, absolute, contingent or otherwise,
which arose or relate to any transaction of the Company, its
agents or servants occurring prior to the statement date, which
are not disclosed by or reflected in said financial statements,
except as disclosed in the Disclosure Statement. There are no
such liabilities of the Company which have arisen or relate to
any transaction of the Company, its agents or servants, occurring
since the statement date, other than normal liabilities incurred
in the normal conduct of the business of the Company, and none of
which have a material adverse effect on the business or financial
condition of the Company, except as disclosed in the Disclosure
Statement. 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
Company, except as disclosed in the Disclosure Statement.
3.06 TAXES. All federal, province, foreign, county and
local income, ad valorem, excise, 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 their date, 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.
3.07 ACCURACY OF ALL STATEMENTS MADE BY COMPANY. No
representation or warranty by the Company and Shareholders in
this Agreement, nor any statement, certificate, schedule
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or exhibit hereto furnished or to be furnished by or on behalf of
the Shareholders pursuant to this Agreement, nor any document or
certificate delivered to 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.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF PURCHASER
Purchaser represents and warrants as follows:
4.01 ORGANIZATION AND GOOD STANDING. 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.
4.02 PERFORMANCE OF THIS AGREEMENT. The execution and
performance of this Agreement and the issuance of stock contem
plated hereby have been authorized by the board of directors of
Purchaser.
4.03 FINANCIALS.
(a) True copies of the financial statements of the
Purchaser consisting of the balance sheet as of June 30, 1995,
and a statement of income and retained earnings for the year
ended June 30, 1995, and interim financial statements, have been
provided on or the closing date. Said financial statements are
true and correct in all material respects and present an accurate
and complete disclosure of the financial condition and earnings
of the Purchaser for the periods covered, in accordance with
generally accepted accounting principles applied on a consistent
basis.
(b) All accounts receivable, if any, (net of reserves
for doubtful accounts) of the Purchaser shown on financial
statement, and as incurred in the normal course of business since
that date, are collectible in the normal course of business.
(c) The Purchaser has good and marketable title to all
of its assets, business and properties including, without
limitation, all such properties reflected in the aforementioned
balance sheet, except as disposed of in the normal course of
business, free and clear of any mortgage, lien, pledge, charge,
claim or encumbrance, except as shown on said balance sheet, and,
in the case of real properties, except for rights-of-way and
easements which do not adversely affect the use of such property.
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4.04 CHANGES SINCE STATEMENT DATE. Since the date of the
financial statements, except as disclosed in writing, there has
not been any material change in the financial position or assets
of the Purchaser.
4.05 ACCURACY OF ALL STATEMENTS MADE BY 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 or shall
omit a material fact necessary to make the statement contained
therein not misleading.
4.06 LEGALITY OF SHARES TO BE ISSUED. The shares of common
stock of Purchaser to be delivered pursuant to this Agreement,
when so delivered, will have been duly and validly authorized and
issued by Purchaser and will be fully paid and nonassessable.
4.07 NO COVENANT AS TO TAX CONSEQUENCES. It is expressly
understood and agreed that neither 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.
ARTICLE V
COVENANTS OF SHAREHOLDERS
5.01 ACCESS TO INFORMATION. Purchaser and its authorized
representatives shall have full access during normal business
hours to all properties, books, records, contracts and documents
of the Company, and the Company shall furnish or cause to be
furnished to Purchaser and its authorized representative all
information with respect to its affairs and business of the
Company as Purchaser may reasonably request.
5.02 ACTIONS PRIOR TO CLOSING. From and after the date of
this Agreement and until the closing date, the Company shall not
materially alter its business.
ARTICLE VI
CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATIONS
Each and every obligation of Purchaser to be performed on
the closing date shall be subject to the satisfaction of the
Purchaser of the following conditions:
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6.01 TRUTH OF REPRESENTATIONS AND WARRANTIES. The represen
tations and warranties made by the Company and Shareholders 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.
6.02 COMPLIANCE WITH COVENANTS. Shareholders shall have
performed and complied with all obligations under this Agreement
which are to be performed or complied with by them prior to or on
the closing date, including the delivery of the closing documents
specified hereafter.
6.03 ABSENCE OF SUIT. No action, suit or proceedings before
any court or any governmental or regulatory authority shall have
been commenced or threatened and, no investigation by any
governmental or regulatory authority shall have been commenced,
against the Shareholders, the Company or any of the affiliates,
associates, officers or directors of any of them, seeking to
restrain, prevent or change the transactions contemplated hereby,
or questioning the validity or legality of the transaction, or
seeking damages in connection with the such transaction.
6.04 RECEIPT OF APPROVALS, ETC. All approvals, consents
and/or waivers that are necessary to effect the transactions
contemplated hereby shall have been received.
6.05 NO MATERIAL ADVERSE CHANGE. As of the closing date
there shall not have occurred any material adverse change 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.
6.06 ACCURACY OF FINANCIAL STATEMENT. 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 Purchaser herewith.
6.07 PROCEEDINGS AND INSTRUMENTS SATISFACTORY; CERTIFICATES.
All proceedings, corporate or otherwise, to be taken in connec
tion with the transactions contemplated by this Agreement shall
have occurred and all appropriate documents incident thereto as
Purchaser may request shall have been delivered to Purchaser.
The Company and the Shareholders shall have delivered certi
ficates in such detail as Purchaser may request as to compliance
with the conditions set forth in this Article.
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ARTICLE VII
CONDITIONS PRECEDENT TO OBLIGATIONS
OF THE COMPANY AND SHAREHOLDERS
Each and every obligation of the Company and shareholders to
be performed on the closing date shall be subject to the
satisfaction prior thereto of the following conditions:
7.01 TRUTH OF REPRESENTATIONS AND WARRANTIES. The represen
tations and warranties of Purchaser contained in this Agreement
shall be true at and as of the closing date as though such
representations and warranties were made at and as of the
transfer date.
7.02 PURCHASER'S COMPLIANCE WITH COVENANTS. Purchaser shall
have performed and complied with its obligations under this
Agreement which are to be performed or complied with by it prior
to or on the closing date.
7.03 ABSENCE OF SUIT. No action, suit or proceedings before
any court or any governmental or regulatory authority shall have
been commenced or threatened and, no investigation by any
governmental or regulatory authority shall have been commenced
against Purchaser, or any of the affiliates, associates, officers
or directors of the Purchaser seeking to restrain, prevent or
change the transactions contemplated hereby, or questioning the
validity or legality of the transaction, or seeking damages in
connection with the transaction.
7.04 RECEIPT OF APPROVALS, ETC. All approvals, consents
and/or waivers that are necessary to effect the transactions
contemplated hereby shall have been received.
7.05 NO MATERIAL ADVERSE CHANGE. As of the closing date
there shall not have occurred any material adverse change which
materially impairs the ability of the Purchaser to conduct its
business or the earning power thereof on the same basis as in the
past.
7.06 ACCURACY OF FINANCIAL STATEMENTS. 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 Shareholders herewith.
7.07 PROCEEDINGS AND INSTRUMENTS SATISFACTORY; CERTIFICATES. All
proceedings, corporate or otherwise, to be taken in connection
with the transactions contemplated by this Agreement shall have
occurred and all appropriate documents incident thereto as the
Shareholders may request shall have been delivered to the
Company. The Purchaser shall have delivered certificates in such
detail as the Shareholders may request as to compliance with the
conditions set forth in this Article.
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ARTICLE VIII
INDEMNIFICATION
The Shareholders and the Company shall indemnify Purchaser
for any loss, cost, expense or other damage suffered by Purchaser
resulting from, arising out of, or incurred with respect to the
falsity or the breach of any representation, warranty or covenant
made by the Company herein, and any claims arising from the
operations of the Company prior to the closing date. Purchaser
shall indemnify and hold the Shareholders harmless from and
against any loss, cost, expense or other damage (including,
without limitation, attorneys' fees and expenses) resulting from,
arising out of, or incurred with respect to, or alleged to result
from, arise out of or have been incurred with respect to, the
falsity or the breach of any representation, covenant, warranty
or agreement made by Purchaser herein.
ARTICLE IX
SECURITY ACT PROVISIONS
9.01 RESTRICTIONS ON DISPOSITION OF SHARES. Shareholders
covenant and warrant that the "restricted" shares received hereby
are acquired for their own accounts and not with the present view
towards the distribution thereof and 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
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 restricted
certificates of common stock of the Purchaser at the time of
distribution of such shares pursuant to this Agreement, and stop
transfer instructions shall be placed with the transfer agent for
the securities.
9.02 NOTICE OF LIMITATION UPON DISPOSITION. Each Share
holder is aware that the shares distributed will not have been
registered pursuant to the Securities Act of 1933, as amended;
and, therefore, under current interpretations and applicable
rules, said shares will probably have to be retained for a period
of at least two years and at the expiration of such two year
period 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 Act
of 1933, as amended, or other public disclosure requirements, and
the other limitations imposed thereby on the disposition of
shares of the Purchaser.
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9.03 NO PUBLIC MARKET FOR COMMON SHARES. Each Shareholder
acknowledges that the common shares being issued pursuant to this
agreement do not currently have a public market in which the
shares may be liquidated and there is no assurance that such
pubic market will develop.
ARTICLE X
CLOSING
10.01 TIME. The closing of this transaction ("closing")
shall be effective Effective August 1, 1996, but will
subsequently take place on a date and at a place to be agreed to
by the parties. Such date is referred to in this agreement as
the "closing date."
10.02 DOCUMENTS TO BE DELIVERED BY SHAREHOLDERS. At the
closing Shareholders shall deliver to Purchaser the following
documents:
(a) Certificates or assignments for all shares of
stock of the Company in the manner and form required by sub-
section 1.01 hereof.
(b) A certificate signed by the Management of the
Company that the representations and warranties made by the
Company in this Agreement are true and correct on and as of the
closing date with the same effect as though such representations
and warranties had been made on or given on and as of the closing
date and that Shareholders have performed and complied with all
of their obligations under this Agreement which are to be
performed or complied with by or prior to or on the closing date.
(c) A copy of the by-laws of the Company certified by
its secretary and a copy of the certificate of incorporation of
the Company certified by the secretary of state.
(d) Certificates or letters from Shareholders evidenc
ing the taking of the restricted shares in accordance with the
provisions of this agreement and their understanding of the
restrictions thereunder.
(e) Such other documents of transfer, certificates of
authority and other documents as Purchaser may reasonably
request.
10.03 DOCUMENTS TO BE DELIVERED BY PURCHASER. At the
closing Purchaser shall deliver to Shareholders the following
documents:
(a) Cash, notes, and certificates for the number of
shares of common stock of Purchaser as determined in Article 1
hereof.
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(b) A certified copy of the duly adopted resolutions
of the board of directors of Purchaser authorizing or ratifying
the execution and performance of this Agreement and authorizing
or ratifying the acts of its officers and employees in carrying
out the terms and provisions thereof.
ARTICLE XI
TERMINATION AND ABANDONMENT
This Agreement may be terminated and the transaction
provided for by this Agreement may be abandoned without liability
on the part of any part to any other, at any time before the
closing date, or on a post closing basis as provided previously
herein:
(a) By mutual consent of Purchaser and the
Shareholders;
(b) By Purchaser if any of the conditions provided for
in Article 6 of this Agreement have not been met and have not
been waived in writing by Purchaser.
(c) By the Company if any of the conditions provided
for in Article 7 of this Agreement have not been met and have not
been waived in writing by the Company.
In the event of termination and abandonment by any party as
above provided in this Article, written notice shall forthwith be
given to the other party, and each party shall pay its own
expenses incident to preparation for the consummation of this
Agreement and the transactions contemplated hereunder.
ARTICLE XII
MISCELLANEOUS
12.01 NOTICES. All notices, requests, demands and
other communications hereunder shall be deemed to have been duly
given, if delivered by hand or mailed, certified or registered
mail with postage prepaid:
(a) If to the Shareholders, to Xxxxxx Viggarro at 69-
000 Xxxxxxx 000, Xxxxx 000, Xxxxxx Xxxxxx, Xxxxxxxxxx, or to such
other person and place as the Company shall furnish to Purchaser
in writing; or
(b) If to Purchaser, to Xxxxxx X. Xxxxx at 00 Xxxx 000
Xxxxx, Xxxxx 0000, Xxxx Xxxx Xxxx, Xxxx 00000, or to such other
person and place as Purchaser shall furnish to Company in
writing.
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12.02 ANNOUNCEMENTS. Announcements concerning the
transactions provided for in this Agreement by either the Company
or Purchaser shall be subject to the approval of the other in all
essential respects, except that the approval of the Company shall
not be required as to any statements and other information which
Purchaser may submit to its shareholders.
12.03 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
Nevada.
12.04 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.
12.05 SUCCESSORS AND ASSIGNS. This Agreement shall be
binding upon and shall inure to the benefit of the parties
hereto, their successors and assigns.
12.06 HOLIDAYS. If any obligation or act required to be
performed hereunder shall fall due on a Saturday, Sunday or other
day which is a legal holiday established by the State of Nevada,
such obligation or act may be performed on the next succeeding
business day with the same effect as if it had been performed
upon the day appointed.
12.07 COMPUTATION OF TIME. The time in which any
obligation or act provided by this Agreement is to be performed
is computed by excluding the first day and including the last,
unless the last day is a holiday, in which event such day shall
also be excluded.
12.08 GOVERNING LAW AND VENUE. This Agreement shall be
governed by and interpreted pursuant to the laws of the Sate of
Nevada. Any action to enforce the provisions of this Agreement
shall be brought in a court of competent jurisdiction within the
State of Nevada and in no other place.
12.09 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.
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12.10 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.
12.11 RIGHTS ARE CUMULATIVE. The rights and remedies
granted hereunder shall be in addition to and cumulative of any
other rights or remedies provided under the laws of the State of
Nevada.
12.12 WAIVER. No delay or failure in the exercise of
any power or right shall operate as a waiver thereof or as an
acquiescence in default. No single or partial exercise of any
power or right hereunder shall preclude any other or further
exercise thereof or the exercise of any other power or right.
12.13 SURVIVAL OF COVENANTS, ETC. 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 shall remain in full
force and effect until the obligations of such party hereunder
have been fully satisfied.
12.14 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.
12.15 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.
12.16 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.
12.17 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, provided that Purchaser shall have no obligations
hereunder until all Shareholders have become signatories hereto.
IN WITNESS WHEREOF, the parties hereto executed the fore
going Acquisition Agreement as of the day and year first above
written.
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TELETEK, INC.
By: /s/Xxxx Xxxxxxxx
Xxxx X. Xxxxxxxx, Chairman
Attest: /s/ Xxxxxx X. Xxxxx
COMPANY: SELECTEL CORPORATION
By: /s/
President
Attest:____________________
SHAREHOLDERS:
/s/ /s/
___________________________ /s/
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