Exhibit 2.4
AGREEMENT
THIS AGREEMENT (the "Agreement"), made this 1st day of November, 1997, by
and among IMTEK OFFICE SOLUTIONS, INC. a Delaware corporation ("Buyer"), Xxxxxxx
X. Xxxx (referred to as "Majority Shareholder") who owns 96% of the outstanding
shares of OFFICE SUPPLY LINE HOLDINGS, INC. a Maryland corporation (the
"Company") and persons executing this Agreement (referred to collectively as
"Shareholders" and individually as "Shareholder") who own 4% of the outstanding
shares of the Company.
WHEREAS, Buyer desires to acquire all of the issued and outstanding shares
of common stock of the Company in exchange for 465,500 issued shares of Common
Stock of Buyer (the "Common Stock"); and
WHEREAS, Shareholders desire to exchange all of their shares of Company
common stock for 465,500 shares of Buyer's Common Stock (the "Exchange Offer");
NOW, THEREFORE, in consideration of the mutual promises, covenants, and
representations contains herein, the parties agree as follows:
ARTICLE 1
EXCHANGE OF SECURITIES
1.1 ISSUANCE OF SHARES. Subject to all of the terms of this Agreement,
Buyer agrees to exchange 465,500 shares of its Common Stock for all of the
outstanding Company common stock with the holders of such stock as set forth in
Exhibit 1.1 hereto. The Common Stock will be issued directly to the
Shareholders of the Company on the Closing.
1.2 EXEMPTION FROM REGISTRATION. The parties hereto intend that the
Common Stock to be issued by the Company to the Shareholders Shall be exempt
from the registration requirements of the Securities Act of 1933, as amended
(the "Act") and the rules and regulations promulgated thereunder and applicable
sections of the Maryland statutes.
1.3 TAX FREE EXCHANGE. The parties hereto intend that the exchange
herein be tax-free pursuant to Section 368 of the Internal Revenue Code of 1968.
Nevertheless no revenue ruling or opinion of counsel is being sought in this
regard and such tax treatment is not a condition of closing herein.
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ARTICLE 2
REPRESENTATIONS AND WARRANTIES OF SHAREHOLDERS
The Shareholders hereby represent and warrant to Buyer that:
2.1 ORGANIZATION. The Company is a corporation duly organized, validly
existing, and in good standing under the laws of Maryland, has all necessary
corporate powers to own its properties and to carry on its business as now owned
and operated by it, and is duly qualified to do business and is in good standing
in each of the states where its business requires qualification.
2.2 SUBSIDIARIES. As of the date of this Agreement, Company does not
have any subsidiaries or own any interest in any other enterprise (whether or
not such enterprise is a corporation).
2.3 ASSETS. Company has good and marketable title to all of its property
and such property is subject only to liens and encumbrances created by the
security agreements and other contracts listed in Exhibit 2.3 hereto. Exhibit
2.3 to this Agreement, the text of which is hereby incorporated herein by
reference, includes the assets of the Company as of October 31, 1997.
2.4 INVESTIGATION OF FINANCIAL CONDITION. Without in any manner
reducing or otherwise mitigating the representations contained herein, Buyer
and/or its accountants and attorneys shall have the opportunity to meet with
Company's accountants and attorneys to discuss the financial condition,
business and operations of Company. Company shall make available to Buyer
and/or its representatives all books and records of Company. If the
transaction contemplated hereby is not completed, all documents received by
Buyer and/or its representatives shall be returned to Company and all
information so received shall be treated as confidential.
2.5 COMPLIANCE WITH LAWS. Company has complied with, and is not in
violation of, applicable federal, state or local statues, laws and regulations
(including, without limitation, any applicable building, zoning or other law,
ordinance or regulation) affecting its properties or the operation of its
business, except for matters which would not have a material affect on Company
or its properties.
2.6 LITIGATION, CLAIMS OR ASSESSMENTS. Except as set forth in Exhibit
2.6 hereto, Company is not a party to any suit, claim, assessment, action,
arbitration or legal, administrative
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or other proceeding, or governmental investigation pending, or to the best
knowledge of Company, threatened against or affecting Company or its business,
assets or financial condition, except for matters which would not have a
material affect on Company or its properties. Company is not in default with
respect to any order, writ injunction or decree of any federal, state, local or
foreign court, department, agency or instrumentality applicable to it. Company
is not engaged in any lawsuits to recover any material amount of monies due to
it except in the ordinary course of business.
2.7 AUTHORITY. The Shareholders will have full power and authority to
execute, deliver and perform this Agreement and this Agreement will be a legal,
valid and binding obligation of the Shareholders, enforceable in accordance with
its terms and conditions, except as may be limited by bankruptcy and insolvency
laws and by other laws affecting the rights of creditors generally.
2.8 ABILITY TO CARRY OUT OBLIGATIONS. The execution and delivery of this
Agreement by the Shareholders and the performance by them or their obligations
hereunder will not cause, constitute or conflict with or results in (a) any
material breach or violation of any of the provisions of or constitute a
material default under any license, indenture, mortgage, charter, instrument,
articles of incorporation, by-laws, or other agreement or instrument to which
Company is a party, or by which it may be bound, nor will any consents or
authorizations of the Shareholders and the performance by them of their
obligations hereunder in the time and manner any party other than those hereto
be required, (b) an event that would permit any party to any material agreement
or instrument to terminate it or to accelerate the maturity of any indebtedness
or other obligation of Company, or (c) an event that would result in the
creation or imposition of any material lien, charge, or encumbrance of any asset
of Company.
2.9 FULL DISCLOSURE. None of the representations and warranties made by
the Shareholders herein, or in any exhibit, certificate, schedule or memorandum
furnished or to be furnished by Buyer hereunder, contains or will contain any
untrue statement of material fact or omit any material fact the omission of
which would be misleading.
2.10 MATERIAL CONTRACTS. Except as listed in Exhibit 2.10 hereto, or as
otherwise disclosed herein, Company has no material contracts to which it is a
party or by which it is bound.
2.11 CUSTOMER LIST. Exhibit 2.11 to this Agreement, the text of which is
hereby incorporated by reference, includes a list of the Company's customers.
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ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer represents and warrants to Shareholders that:
3.1 ORGANIZATION. Buyer is a corporation duly organized, validly
existing, and in good standing under the laws of Delaware, has all necessary
corporate powers to own properties and to carry on its business as now owned and
operated by it, and is duly qualified to do business and is in good standing in
each of the states where its business requires qualification.
3.2 CAPITAL. The authorized capital stock of Buyer consists of
250,000,000 shares of .000001 par value Common Stock of which 6,075,000 shares
of Common Stock will be issued and outstanding immediately prior to the closing
herein. All of the issued and outstanding shares are duly and validly issued,
fully paid and non assessable. There are no outstanding subscriptions, options,
rights, warrants, convertible securities, or other agreements or commitments
obligating Buyer to issue or to transfer from treasury any additional shares of
its capital stock of any class.
3.3 SUBSIDIARIES. As of the date of this Agreement, Buyer has two (2)
whooy owned subsidiaries as follows: (a) Imtek Corporation; and (b) Imtek
Services Corporation.
3.4 DIRECTORS AND OFFICERS. Exhibit 3.4 annexed hereto and hereby
incorporated herein by reference, contains the names and titles of all directors
and officers of Buyer as of the date of this Agreement.
3.5 FINANCIAL STATEMENTS. Exhibit 3.5 annexed hereto and hereby
incorporated herein by reference, consists of unaudited financial statements of
Buyer as of as of June 30, 1997, containing the balance sheets of Buyer and the
related statements of income and retained earnings for the period then ended,
and the financial statements have been prepared in accordance with generally
accepted accounting principles and practices consistently followed by Buyer
throughout the period indicated, and fairly present the financial position of
Buyer as of the dates of the balance sheets included in the financial
statements, and the results of operations for the period indicated.
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3.6 ABSENCE OF CHANGES. Since June 30, 1997, there has not been any
change in the financial condition or operations of Buyer, except for changes in
the ordinary course of business, which changes have not in the aggregate been
materially adverse.
3.7 ABSENCE OF UNDISCLOSED LIABILITIES. As of October 31, 1997, Buyer did
not have any material debt, liability, or obligation of any nature, whether
accrued, absolute, contingent, or otherwise, and whether due or to become due,
that is not reflected in Buyer's balance sheet as of October 31, 1997. There
have been no new liabilities incurred since October 31, 1997, other than such
liabilities incurred in the ordinary course of Buyer's business.
3.8 TAX RETURNS. Within the time and in the manner prescribed by law,
Buyer has filed all federal, state and local tax returns required by law and has
paid all taxes, assessments and penalties due and payable. The provisions for
taxes, if any, reflected in those balance sheets included in Exhibit 3.5 are
adequate for any and all federal, state, county and local taxes for the periods
ending on the date of those balance sheets and for all prior periods, whether or
not disputed. There are no present disputes as to taxes of any nature payable
by Buyer.
3.9 INVESTIGATION OF FINANCIAL CONDITION. Without in any manner reducing
or otherwise mitigating the representations contained herein, Shareholders shall
have the opportunity to meet with Buyer's accountants and attorneys to discuss
the financial condition of Buyer. Buyer shall make available to Shareholders all
books and records of Buyer which Shareholders agree to keep confidential and
return to Buyer upon request.
3.10 COMPLIANCE WITH LAWS. Buyer has complied with, and is not in
violation of, applicable federal, state or local statutes, laws and regulations
(including, without limitation, any applicable building, zoning, environmental
or other law, ordinance, or regulation) affecting its properties or the
operation of its business.
3.11 LITIGATION. Buyer is not a party to any suit, claim, assessment,
action, arbitration, or legal, administrative, or other proceeding or
governmental investigation pending or, to the best knowledge of Buyer,
threatened against or affecting Buyer or its business, assets, or financial
condition. Buyer is not in default with respect to any order, writ,
injunction, or degree of any federal, state, local, or foreign court,
department agency, or instrumentality. Buyer is not engaged in any legal
action to recover moneys due to it except in the ordinary course of business.
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3.12 AUTHORITY. The board of Directions of Buyer has authorized the
execution of this Agreement and the transactions contemplated herein, and Buyer
has full power and authority to execute, deliver and perform this Agreement and
this Agreement is the legal, valid and binding obligation of Buyer, is
enforceable in accordance with its terms and conditions, except as may be
limited by bankruptcy and insolvency laws and by other laws affecting the rights
of creditors generally. The approval of Buyer's shareholders is not necessary
for this transaction.
3.13 ABILITY TO CARRY OUT OBLIGATIONS. The execution and delivery of this
Agreement by Buyer and the performance by Buyer or their obligations hereunder
in the time and manner contemplated will not cause, constitute or conflict with
or result in (a) any material breach or violation of any of the provisions of or
constitute a default under any license, indenture, mortgage, charter,
instrument, certificate of incorporation, bylaw, or other agreement or
instrument to which Buyer is a party, or by which it may be bound, nor will any
consents or authorizations of any party, or by which it may be bound, nor will
any consents or authorizations of any party other that those hereto be required,
(b) an event that would permit any party to any material agreement or instrument
to terminate it or to accelerate the maturity of any indebtedness or other
obligation of Buyer, or (c) an event that would result in the creation or
imposition of any material lien, charge, or encumbrance of any asset of Buyer.
3.14 VALIDITY OF BUYER SHARES. The shares of Buyer Common stock to be
delivered pursuant to this Agreement, when issued in accordance with the
provisions of this Agreement, will be duly authorized, validly issued, fully
paid and non assessable.
3.15 FULL DISCLOSURE. None of the representation and warranties made by
Buyer herein, or in any exhibit, certificate or memorandum furnished or to be
furnished by Buyer, or on its behalf, contains or will contain any untrue
statement of material fact, or omit any material fact the omission of which
would be misleading.
3.16 ASSETS. Buyer has good marketable title to all of its property free
and clear of any and all liens, claims and encumbrances.
3.17 MATERIAL CONTRACTS. Buyer has no material contracts to which it is a
party or by which it is bound and has not operations.
3.18 INDEMNIFICATION. Buyer agrees to indemnify, defend and hold the
shareholders
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harmless against and in respect of any and all claims, demands, losses, costs,
expenses, obligations, liabilities, damages, recoveries and deficiencies,
including interest, penalties, and reasonable attorney fees, that they shall
incur or suffer, which arise out of, result from or relate to any breach of, or
failure by Buyer to perform any of it representations, warranties, covenants or
agreements in this Agreement or in any schedule, certificate, exhibit or other
instrument furnished or to be furnished by Buyer under this Agreement.
ARTICLE 4
ADDITIONAL SHAREHOLDER REPRESENTATIONS
4.1 SHARE OWNERSHIP. The Shareholders hold shares of Company's common
stock as set forth in Exhibit 1.1 hereto. Such shares are owned of record and
beneficially by each holder there of, and such shares are not subject to any
lien, encumbrance or pledge. Each Shareholder holds authority to exchange such
shares pursuant to this Agreement.
4.2 INVESTMENT INTENT. Each Shareholder understands and acknowledges that
the shares of Buyer Common Stock (the "Buyer Shares") are being offered for
exchange in reliance upon the exemption provided in Section 4(2) of the
Securities Act of 1933 (the "Securities Act") for nonpublic offerings; and each
Shareholder makes the following representations and warranties with the intent
that the same may be relied upon in determining the suit-ability of each
Shareholder as a purchaser of securities.
(a) The Buyer Shares are being acquired solely for the account of each
Shareholder, for investment purposes only, and not with a view to, or for sale
in connection with, any distribution thereof and with no present intention of
distributing or reselling any part of the Buyer shares.
(b) Each Shareholder agrees not to dispose of his buyer Shares or any
portion thereof unless and until counsel for Buyer shall have determined that
the intended disposition is permissible and does not violate the Securities Act
or any applicable state securities laws, or the rules and regulations
thereunder.
(c) Each Shareholder acknowledges that Buyer has made all documentation
pertaining to all aspects of the Exchange Offer available to him and to his
qualified representatives, if any, and has offered such person or persons an
opportunity to discuss the Exchange Offer with the officers of Buyer.
(d) Each Shareholder is knowledgeable and experienced in making and
evaluating investments of this nature and desires to accept the Exchange Offer
on the terms and conditions set forth.
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(e) Each Shareholder is able to bear the economic risk of an investment, as
a result of the Exchange Offer, in the Buyer Shares.
(f) Each Shareholder understands that an investment in the Buyer Shares is
a speculative investment, is not liquid, and each Shareholder has adequate means
of providing for current needs and personal contingencies and has no need for
liquidity in this investment.
4.3 INDEMNIFICATION. Each Shareholder recognizes that the offer of the
Buyer shares to him is based upon his representations and warranties set forth
and contained herein and hereby agrees to indemnify, and hold harmless Buyer
against all liability, costs or expenses (including reasonable attorney's fees)
arising as a result of any misrepresentations made herein by such Shareholder.
4.4 LEGEND. Each Shareholder agrees that the certificates evidencing the
Buyer Shares acquired pursuant to this Agreement will have a legend placed
thereon stating that the securities have not been registered under the Act or
any state securities laws and setting forth or referred to the restrictions on
transferability and sales of the Buyer Shares.
4.5 RELEASE. As of the Closing herein, Shareholders do hereby release
the Company from all claims, debts and liabilities to them with the exception
of the assumed liabilities listed in Exhibit 4.5 hereto.
ARTICLE 5
COVENANT
5.1 INVESTIGATIVE RIGHTS. From the date of this Agreement until the
Closing Date, each party shall provide to the other party, and such other
party's properties, books, contracts, commitments, and records for the purpose
of examining the same. Each parity shall furnish the other party with all
information concerning each party's affairs as the other party may reasonably
request.
5.2 CONDUCT OF BUSINESS. Prior to the Closing, Buyer and Company shall
each conduct its business in the normal course, and shall not sell, pledge,
or assign any assets, without the prior written approval of the other party,
except in the regular course of business. Neither Buyer or Company shall
amend its Articles of Incorporation or Bylaws, declare dividends, redeem or
sell stock or other securities, incur additional or newly-funded liabilities,
acquire or dispose of fixed assets, change employment terms, enter into any
material or long-term
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contract, guarantee obligations of any third party, settle or discharge any
balance sheet receivable for less than its stated amount, pay more on any
liability than its stated amount, or enter into any other transaction other than
in the regular course of business.
5.3 COMPLIANCE WITH SECURITIES LAWS. The Shareholders acknowledge that
Buyer is subject to the SEC filing and information requirements under the
Securities Exchange Act of 1934. Shareholders shall cause the Company to comply
with the requirements of such Act, including filing of Form 8-K reporting the
consummation of the transaction herein and all subsequent reports and filing
required by the Act and the rules and regulations thereunder in the manner and
at the time required.
5.4 CHANGE OF MANAGEMENT. Buyer will cause new officers and directors
selected by the Shareholders to be elected as of the Closing.
ARTICLE 6
CONDITIONS PRECEDENT TO BUYER'S PERFORMANCE
6.1 CONDITIONS. Buyer's obligations hereunder shall be subject to the
satisfaction, at or before the Closing, of all the conditions set forth in this
Article VI. Buyer may waive any or all of these conditions in whole or in part
without prior notice; provided, however, that no such waiver of a condition
shall constitute a waiver by Buyer of any other condition of or any of Buyer's
other rights or remedies, at law or in equity, if Company shall be in default of
any of their representations, warranties, or covenants under this Agreement.
6.2 ACCURACY OF REPRESENTATIONS. Except as otherwise permitted by this
Agreement, all representations and warranties by Shareholders in the Agreement
or in any written statement that shall be delivered to Buyer under this
agreement shall be true and accurate on and as of the Closing Date as though
made at that time.
6.3 PERFORMANCE. Company shall have performed, satisfied, and complied
with all covenants, agreements, and conditions required by this Agreement to be
performed or complied with by it, on or before the Closing Date.
6.4 ABSENCE OF LITIGATION. No action, suit, or proceeding before any
court of any governmental body of authority, pertaining to the transaction
contemplated by this Agreement or to its consummation, shall have been
instituted or threatened against Company
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or Shareholders on or before the Closing Date.
6.5 ACCEPTANCE BY COMPANY SHAREHOLDERS. The holders of an aggregate of
not less than 100% of the issued and outstanding share of common stock of
Company shall have agreed to exchange their shares for shares of Buyer Common
Stock.
6.6 CERTIFICATE. Shareholders shall have delivered to Buyer a
certificate, dated the Closing Date, and signed by the Shareholders and the
President of Company, certifying that each of the conditions specified in
Sections 6.2 through 6.6 hereof have been fulfilled.
ARTICLE 7
CONDITIONS PRECEDENT TO SHAREHOLDERS' PERFORMANCE
7.1 CONDITIONS. Shareholders' obligations hereunder shall be subject to
the satisfaction, at or before the Closing, of all the conditions set forth in
this Article 7. Shareholders may waive any or all of these conditions in whole
or in part without prior notice; provided, however, that no such waiver of a
condition shall constitute, a waiver by Shareholders of any other condition of
or any of Company's and shareholder rights or remedies, at law or in equity, if
Buyer shall be in default of any of its representations, warranties, or
covenants under this Agreement.
7.2 ACCURACY OF REPRESENTATIONS. Except as otherwise permitted by this
Agreement, all representations and warranties by Buyer in this Agreement or in
any written statement that shall be delivered to Shareholders by Buyer under
this Agreement shall be true and accurate on and as of the Closing Date as
though made at that time.
7.3 PERFORMANCE. Buyer shall have performed, satisfied, and complied with
all covenants, agreements, and conditions required by this Agreement to be
performed or complied with by it, on or before the closing date.
7.4 ABSENCE OF LITIGATION. No action, suit or proceeding before any court
or any governmental body or authority, pertaining to the transaction
contemplated by this Agreement or to its consummation, shall have been
instituted or threatened against Buyer on or before the Closing Date.
7.5 OFFICERS' CERTIFICATE. Buyer shall have delivered to Shareholders a
certificate, dated
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the Closing Date and signed by the President of Buyer certifying that each of
the conditions specified in Sections 7.2 through 7.4 have been fulfilled.
ARTICLE 8
CLOSING
8.1 CLOSING. The closing of this transaction shall be held at the offices
of Buyer, or such other place as shall be mutually agreed upon, on such date as
shall be mutually agreed upon by the parties but no later than October 31, 1997.
At the Closing:
(a) Each Shareholder shall present the certificates representing his
shares of Company being exchanged to Buyer, and such certificates will be duly
endorsed.
(b) Each Shareholder shall receive a certificate or certificates
representing the number of shares of Buyer Common Stock for which the shares of
Company common stock shall have been exchanged.
(c) Buyer shall deliver an officer's certificate, as described in Section
7.5 hereof, dated the Closing Date, that all representations, warranties,
covenants and conditions set forth in this Agreement on behalf of Buyer are true
and correct as of, or have been fully performed and complied with by, the
Closing Date.
(d) Buyer shall deliver a signed consent and/or Minutes of the Directors
of Buyer approving this Agreement and each matter to be approved by the
Directors of Buyer under this Agreement.
(e) Shareholders shall deliver a Shareholders' certificate, as described
in Section 6.6 hereof, dated the Closing Date, that all representations,
warranties, covenants and conditions set forth in this Agreement on behalf of
Shareholders are true and correct as of, or have been fully performed and
complied with by, the Closing Date.
ARTICLE 9
MISCELLANEOUS
9.1 HEADINGS. The Article and paragraph headings throughout this
Agreement are for convenience and reference only, and shall in no way be deemed
to define, limit, or add to the meaning of any provision of this Agreement.
9.2 NO ORAL CHANGE. This Agreement and any provision hereof, may not be
waived, changed, modified, or discharged orally, but it can be changed by an
agreement in writing signed by the party against whom enforcement of any waiver,
change, modification, or
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discharge is sought.
9.3 NON-WAIVER. Except as otherwise expressly provided herein, no
waiver of any covenant, condition, or provision of this Agreement shall be
deemed to have been made unless expressed in writing and signed by the party
against whom such waiver is charged; and (i) the failure of any party to
insist in any one or more cases upon the performance of any of the
provisions, covenants, or conditions of this Agreement or to exercise any
option herein contained shall not be construed as a waiver or relinquishment
for the future of any such provisions, covenants, or conditions, (ii) the
acceptance of performance of anything required by this Agreement to be
performed with knowledge of the breach or failure of a covenant, condition,
or provision hereof shall not be deemed a waiver of such breach or failure,
and (iii) no waiver by any party of one breach by another party shall be
construed as a waiver with respect to any other subsequent breach.
9.4 TIME OF ESSENCE. Time is of the essence of this Agreement and of
each and every provision hereof.
9.5 ENTIRE AGREEMENT. This Agreement contains the entire Agreement and
understanding between the parties hereto, and supersedes all prior agreements
and understandings.
9.6 CHOICE OF LAW. This Agreement and its application shall be
governed by the laws of the State of Maryland.
9.7 COUNTERPARTS. This Agreement may be executed simultaneously in one
or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
9.8 NOTICES. All notices, requests, demands, and other communications
under this Agreement shall be in writing and shall be deemed to have been
duly given on the date of service if served personally on the party to whom
notice is to be given, or on the third day after mailing if mailed to the
party to whom notice is to be given, by first class mail, registered or
certified, postage prepaid, and properly addressed as follows:
Buyer: Imtek Office Solutions, Inc.
Baltimore, MD
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Shareholders: X/X Xxxxxxx X. Xxxx
Xxxx Xxxxx, XX
9.9 BINDING EFFECT. This Agreement shall insure to and be binding upon
the heirs, executors, personal representatives, successors and assigns of each
of the parties to this Agreement.
9.10 MUTUAL COOPERATION. The parties hereto shall cooperate with each other
to achieve the purpose of this Agreement, and shall execute such other and
further documents and take such other and further actions as may be necessary or
convenient to effect the transaction described herein.
9.11 ANNOUNCEMENTS. Buyer and Shareholders will consult and cooperate with
each other as to the timing and content of any announcements of the transactions
contemplated hereby to the general public or the employees, customers or
suppliers.
9.12 EXPENSES. Each party will pay its own legal, accounting and any other
out-of-pocket expenses reasonable incurred in connection with this transaction,
whether or not the transaction contemplated hereby is consummated.
9.13 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The representation,
warranties, covenants and agreements of the parties set forth in this
Agreement or in any instrument, certificate, opinion, or other writing providing
for in it, shall survive the Closing irrespective of any investigation made by
or on behalf of any party.
9.14 EXHIBITS. As of the execution hereof, the parties hereto have
provided each other with the Exhibits provided herein above, including any items
referenced therein or required to be attached thereto. Any material changes to
the Exhibits shall be immediately disclosed to the other party.
AGREED TO AND ACCEPTED as of the date first above written.
IMTEK OFFICE SOLUTIONS, INC. MAJORITY SHAREHOLDER
/s/ Xxxxx X. Xxxxxx /s/ Xxxxxxx X. Xxxx
------------------------------ --------------------------
Xxxxx X. Xxxxxx - President Xxxxxxx X. Xxxx
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ATTACHED EXHIBITS
1.1 Company- Shareholders
2.4 Company- Directors and Officers
2.5 Company- Financial Statements
2.8 Company- Litigation, Claims or Assessments
2.12 Company- Assets Acquired by Buyer
2.13 Company- Material Contracts
2.14 Company- Customer List
3.4 Buyer- Directors and Officers
3.5 Buyer- Financial Statements
4.5 Company- Liabilities Assumed by Buyer
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