AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION dated this 1st day of March,
2001, by and among DISCOVERY CAPITAL FUNDING CORPORATION, a Delaware
corporation ("DCF"), DOTCOM INTERNET VENTURES, LTD. ("DCIV"), BILOGIC,
INC., a Delaware corporation ("Bilogic"), and Dr. Xxxxxx Xxxx ("Xxxx").
WHEREAS, DCF has registered its common stock under Section 12(g) of
the Securities Exchange Act of 1934, as amended;
WHEREAS, DCF wishes to acquire all of the issued and outstanding
shares of common stock of BiLogic from Shah, the sole shareholder thereof,
in a transaction intended to qualify as a tax-free reorganization pursuant
to 26 U.S.C. section 368;
NOW, THEREFORE, the parties hereby adopt this plan of reorganization
and agree as follows:
1. EXCHANGE OF STOCK
1.1. NUMBER OF SHARES. Shah hereby assigns, conveys and transfers to
DCF at the Closing (defined below) 9,000,000 shares of common stock of
BiLogic, being all of the issued and outstanding common stock of BiLogic,
in exchange for an 9,000,000 shares of common stock of DCF.
1.2. EXCHANGE OF CERTIFICATES. At the Closing, DCIV shall surrender
to DCF for cancellation certificate(s) representing 3,000,000 shares of
common stock in DCF. The cancellation of DCF shares by DCIV shall be
effected by the delivery to BiLogic at the Closing of certificates
representing the shares to be cancelled in blank or accompanied by stock
powers executed in blank.
1.3. FRACTIONAL SHARES. Fractional shares of DCF common stock shall
not be issued, but in lieu thereof DCF shall round up fractional shares to
the next highest whole number.
1.4 CONSULTING AGREEMENT. At Closing, DCF shall pay Xxxxxxx Xxx, a
principle of DCF and DCIV, $20,000 cash for his services in assisting in
the transition of ownership and management contemplated by this Agreement.
1.5 RECONSTITION OF BOARD OF DIRECTORS. At Closing, Xxxxxxx Xxx
shall resign as a director, and DCF shall appoint Shah as the sole director
of DCF.
1.6. CANCELLATION OF SHARES. At Closing, DCIV shall deliver
3,000,000 shares of common stock of DCF issued in its name to DCV for
cancellation.
2. CLOSING.
2.1. DATE AND PLACE. The Closing contemplated herein shall be held
at such date and time that the parties mutually agree after all conditions
to Closing have been satisfied, but in no event later than fifteen days
after the date of this Agreement. All proceedings to be taken and all
documents to be executed at the Closing shall be deemed to have been taken,
delivered and executed simultaneously, and no proceeding shall be deemed
taken nor documents deemed executed or delivered until all have been taken,
delivered and executed. The date of Closing may be accelerated or extended
by agreement of the parties.
2.2. EXECUTION OF DOCUMENTS. Any copy, facsimile telecommunication
or other reliable reproduction of the writing or transmission required by
this Agreement or any signature required thereon may be used in lieu of an
original writing or transmission or signature for any and all purposes for
which the original could be used, provided that such copy, facsimile
telecommunication or other reproduction shall be a complete reproduction of
the entire original writing or transmission or original signature.
3. UNEXCHANGED CERTIFICATES. Until surrendered, each outstanding
certificate that prior to the Closing represented BiLogic common stock
shall be deemed for all purposes, other than the payment of dividends or
other distributions, to evidence ownership of the number of shares of DFC
common stock into which it was converted. No dividend or other
distribution shall be paid to the holders of certificates of BiLogic common
stock until presented for exchange at which time any outstanding dividends
or other distributions shall be paid.
4. REPRESENTATIONS AND WARRANTIES OF DCF
DCF represents and warrants as follows:
4.1. CORPORATE ORGANIZATION AND GOOD STANDING. DCF is a corporation
duly organized, validly existing, and in good standing under the laws of
the State of Delaware, and is qualified to do business as a foreign
corporation in each jurisdiction, if any, in which its property or business
requires such qualification.
4.2. REPORTING COMPANY STATUS. DCF has filed with the Securities and
Exchange Commission a registration statement on Form 10-SB that became
effective pursuant to the Securities Exchange Act of 1934 and is a
reporting company pursuant to Section (g) thereunder. DCF received no
comment letters from the Securities and Exchange Commission relating to its
Form 10-SB.
4.3. REPORTING COMPANY FILINGS. DCF has timely filed and is current
on all reports required to be filed by it pursuant to Sections 13 and 15 of
the Securities Exchange Act of 1934.
4.4. CAPITALIZATION. DCF's authorized capital stock consists of
100,000,000 shares of Common Stock, $0.001 par value, of which 5,000,000
shares are issued and outstanding, and 20,000,000 shares of non-designated
preferred stock, of which no shares are designated or issued.
4.5. ISSUED STOCK. All the outstanding shares of its Common Stock
are duly authorized and validly issued, fully paid and non-assessable.
4.6. STOCK RIGHTS. Except as set out by attached schedule, there are
no stock grants, options, rights, warrants or other rights to purchase or
obtain DCF Common or Preferred Stock issued or committed to be issued.
4.7. CORPORATE AUTHORITY. DCF has all requisite corporate power and
authority to own, operate and lease its properties, to carry on its
business as it is now being conducted and to execute, deliver, perform and
conclude the transactions contemplated by this agreement and all other
agreements and instruments related to this agreement.
4.8. AUTHORIZATION. Execution of this agreement has been duly
authorized and approved by DCF's board of directors.
4.9. SUBSIDIARIES. DCF has no subsidiaries.
4.10. FINANCIAL STATEMENTS. DCF's financial statements dated July 31,
2000, copies of which are filed with the SEC with DCF's Form 10-SB on
September 5, 2000 (the "DCF Financial Statements"), fairly present the
financial condition of DCF as of the date therein and the results of its
operations for the periods then ended in conformity with generally accepted
accounting principles consistently applied.
4.11. ABSENCE OF UNDISCLOSED LIABILITIES. Except to the extent
reflected or reserved against in the DCF Financial Statements, DCF did not
have at that date any liabilities or obligations (secured, unsecured,
contingent, or otherwise) of a nature customarily reflected in a corporate
balance sheet prepared in accordance with generally accepted accounting
principles.
4.12. NO MATERIAL CHANGES. Except as set out by attached schedule,
there has been no material adverse change in the business, properties, or
financial condition of DCF since the date of the DCF Financial Statements.
4.13. LITIGATION. Except as set out by attached schedule, there is
not, to the knowledge of DCF, any pending, threatened, or existing
litigation, bankruptcy, criminal, civil, or regulatory proceeding or
investigation, threatened or contemplated against DCF or against any of its
officers.
4.14. CONTRACTS. Except as set out by attached schedule, DCF is not a
party to any material contract not in the ordinary course of business that
is to be performed in whole or in part at or after the date of this
agreement.
4.15. TITLE. Except as set out by attached schedule, DCF has good and
marketable title to all the real property and good and valid title to all
other property included in the DCF Financial Statements. Except as set out
in the balance sheet thereof, the properties of DCF are not subject to any
mortgage, encumbrance, or lien of any kind except minor encumbrances that
do not materially interfere with the use of the property in the conduct of
the business of DCF.
4.16. TAX RETURNS. Except as set out by attached schedule, all
required tax returns for federal, state, county, municipal, local, foreign
and other taxes and assessments have been properly prepared and filed by
DCF for all years for which such returns are due unless an extension for
filing any such return has been filed. Any and all federal, state, county,
municipal, local, foreign and other taxes and assessments, including any
and all interest, penalties and additions imposed with respect to such
amounts have been paid or provided for. The provisions for federal and
state taxes reflected in the DCF Financial Statements are adequate to cover
any such taxes that may be assessed against DCF in respect of its business
and its operations during the periods covered by the DCF Financial
Statements and all prior periods.
4.17. NO VIOLATION. Consummation of the Merger will not constitute or
result in a breach or default under any provision of any charter, bylaw,
indenture, mortgage, lease, or agreement, or any order, judgment, decree,
law, or regulation to which any property of DCF is subject or by which DCF
is bound.
4.18. REPRESENTATIONS RELATING TO PURCHASE OF BILOGIC STOCK. DCF
represents and warrants that:
a. Disclosure; Access to Information. DCF has received all
documents, records, books and other information pertaining to DCF's
investment in BiLogic that have been requested by DCF, and which DCF needs
in order to make a decision to purchase common stock from BiLogic pursuant
to this Agreement.
b. Manner of Sale. At no time was DCF presented with or solicited
by or through any leaflet, public promotional meeting, television
advertisement or any other form of general solicitation or advertising.
c. Affiliate. DCF is not an officer, director or "affiliate" (as
that term is defined in Rule 405 of the Securities Act) of BiLogic.
d. Intent. DCF is entering into this Agreement for its own account
and not with a view to or for sale in connection with any distribution of
the BiLogic common stock. DCF has no present arrangement (whether or not
legally binding) at any time to sell the BiLogic common stock to or through
any person or entity; provided, however, that by making the representations
herein, DCF does not agree to hold such securities for any minimum or other
specific term and reserves the right to dispose of the BiLogic common stock
at any time in accordance with federal and state securities laws applicable
to such disposition.
e. Sophisticated Investor. DCF is a sophisticated investor (as
described in Rule 506(b)(2)(ii) of Regulation D) and an accredited investor
(as defined in Rule 501 of Regulation D), and has such experience in
business and financial matters that it has the capacity to protect its own
interests in connection with this transaction and is capable of evaluating
the merits and risks of an investment in the BiLogic common stock. DCF has
been represented by counsel of its choice. DCF acknowledges that an
investment in the BiLogic common stock is speculative and involves a high
degree of risk.
f. Restrictions on Resale. DCF (i) understands and acknowledges
that the issuance of the shares of BiLogic common stock has not been
registered under the Securities Act of 1933, nor under the securities laws
of any state, nor under the laws of any other country; (ii) recognizes that
no public agency has passed upon the accuracy or adequacy of any
information provided to DCF or the fairness of the terms of this offering;
(iii) recognizes that the securities will bear a restrictive legend and be
subject to stop transfer instructions; and (iv) agrees not to sell such
securities without registering such sale under the Securities Act of 1933
and any applicable state securities laws unless exemptions from such
registration requirements are available with respect to any such sales.
5. REPRESENTATIONS AND WARRANTIES OF DCIV
DCIV, individually and separately, represent and warrant as follows:
5.1. TITLE TO SHARES. DCIV is the owner, free and clear of any liens
and encumbrances, of 5,000,000 shares of common stock of DCF shares.
5.2. LITIGATION. There is no litigation or proceeding pending, or to
DCIV's knowledge threatened, against or relating to shares of DCF held by
DCIV.
5.3 DCF REPRESENTATIONS. All of the representations and warranties
of DCF herein are true and correct.
6. REPRESENTATIONS AND WARRANTIES OF BILOGIC
The BiLogic represents and warrants as follows:
6.1. CORPORATE ORGANIZATION AND GOOD STANDING. BiLogic is a
corporation duly organized, validly existing, and in good standing under
the laws of the State of Delaware and is qualified to do business as a
foreign corporation in each jurisdiction, if any, in which its property or
business requires such qualification.
6.2. CAPITALIZATION. BiLogic's authorized capital stock consists of
50,000,000 shares of Common Stock, $0.01 par value, of which 9,000,000
shares are issued and outstanding.
6.3. ISSUED STOCK. All the outstanding shares of its Common Stock are
duly authorized and validly issued, fully paid and non-assessable.
6.4. STOCK RIGHTS. Except as set out by attached schedule, there are
no stock grants, options, rights, warrants or other rights to purchase or
obtain BiLogic Common Stock issued or committed to be issued.
6.5. CORPORATE AUTHORITY. BiLogic has all requisite corporate power
and authority to own, operate and lease its properties, to carry on its
business as it is now being conducted and to execute, deliver, perform and
conclude the transactions contemplated by this Agreement and all other
agreements and instruments related to this agreement.
6.6. AUTHORIZATION. Execution of this Agreement has been duly
authorized and approved by BiLogic's board of directors.
6.7. SUBSIDIARIES. Except as set out by attached schedule, BiLogic
has no subsidiaries.
6.8. FINANCIAL STATEMENTS. BiLogic has assets of $40,000 cash which
have been contributed as capital by Shah and no liabilities (the "BiLogic
Financial Statements"), which is a fair summary of fairly present the
financial condition of BiLogic as of the date hereof and the results of its
operations for the periods then ended in conformity with generally accepted
accounting principles consistently applied.
6.9. ABSENCE OF UNDISCLOSED LIABILITIES. Except to the extent
reflected or reserved against in the BiLogic Financial Statements, BiLogic
did not have at that date any liabilities or obligations (secured,
unsecured, contingent, or otherwise) of a nature customarily reflected in a
corporate balance sheet prepared in accordance with generally accepted
accounting principles.
6.10. NO MATERIAL CHANGES. Except as set out by attached schedule,
there has been no material adverse change in the business, properties, or
financial condition of BiLogic since the date of the BiLogic Financial
Statements.
6.11. LITIGATION. Except as set out by attached schedule, there is
not, to the knowledge of BiLogic, any pending, threatened, or existing
litigation, bankruptcy, criminal, civil, or regulatory proceeding or
investigation, threatened or contemplated against BiLogic or against any of
its officers.
6.12. CONTRACTS. Except as set out by attached schedule, BiLogic is
not a party to any material contract not in the ordinary course of business
that is to be performed in whole or in part at or after the date of this
agreement.
6.13. TITLE. Except as set out by attached schedule, BiLogic has good
and marketable title to all the real property and good and valid title to
all other property included in the BiLogic Financial Statements. Except as
set out in the balance sheet thereof, the properties of BiLogic are not
subject to any mortgage, encumbrance, or lien of any kind except minor
encumbrances that do not materially interfere with the use of the property
in the conduct of the business of BiLogic.
6.14. TAX RETURNS. Except as set out by attached schedule, all
required tax returns for federal, state, county, municipal, local, foreign
and other taxes and assessments have been properly prepared and filed by
BiLogic for all years for which such returns are due unless an extension
for filing any such return has been filed. Any and all federal, state,
county, municipal, local, foreign and other taxes and assessments,
including any and all interest, penalties and additions imposed with
respect to such amounts have been paid or provided for. The provisions for
federal and state taxes reflected in the BiLogic Financial Statements are
adequate to cover any such taxes that may be assessed against BiLogic in
respect of its business and its operations during the periods covered by
the BiLogic Financial Statements and all prior periods
6.15. NO VIOLATION. Consummation of the Merger will not constitute or
result in a breach or default under any provision of any charter, bylaw,
indenture, mortgage, lease, or agreement, or any order, judgment, decree,
law, or regulation to which any property of BiLogic is subject or by which
BiLogic is bound.
7. CONDUCT OF DCF PENDING THE MERGER DATE. DCF covenants that
between the date of this Agreement and the Merger Date:
7.1. No change will be made in DCF's articles of incorporation or
bylaws.
7.2. DCF will not make any change in its authorized or issued capital
stock, declare or pay any dividend or other distribution or issue,
encumber, purchase, or otherwise acquire any of its capital stock other
than as provided herein.
7.3. DCF will use its best efforts to maintain and preserve its
business organization, employee relationships, and goodwill intact, and
will not enter into any material commitment except in the ordinary course
of business.
8. CONDUCT PENDING THE CLOSING
BiLogic, DCF and DCIV covenant that between the date of this Agreement
and the Closing as to each of them:
8.1. No change will be made in the charter documents, by-laws, or
other corporate documents of BiLogic or DCF.
8.2. DCF and BiLogic will use their best efforts to maintain and
preserve their business organization, employee relationships, and goodwill
intact, and will not enter into any material commitment except in the
ordinary course of business.
8.3. DCIV will not sell, transfer, assign, hypothecate, lien, or
otherwise dispose or encumber the DCF shares of common stock owned by it.
9. CONDITIONS PRECEDENT TO OBLIGATION OF DCF AND DCIV
DCF's and DCIV's obligation to consummate this exchange shall be
subject to fulfillment on or before the Closing of each of the following
conditions, unless waived in writing by DCF or DCIV as appropriate:
9.1. BILOGIC'S REPRESENTATIONS AND WARRANTIES. The representations
and warranties of BiLogic set forth herein shall be true and correct at the
Closing as though made at and as of that date, except as affected by
transactions contemplated hereby.
9.2. BILOGIC'S COVENANTS. BiLogic shall have performed all covenants
required by this Agreement to be performed by it on or before the Closing.
9.3. BOARD OF DIRECTOR APPROVAL. This Agreement shall have been
approved by the Board of Directors of BiLogic.
9.4. SUPPORTING DOCUMENTS OF BILOGIC. BiLogic shall have delivered
to DCF and DCIV supporting documents in form and substance reasonably
satisfactory to DCF and DCIV, to the effect that:
(a) BiLogic is a corporation duly organized, validly existing, and in
good standing;
(b) BiLogic's authorized capital stock is as set forth herein;
(c) Certified copies of the resolutions of the board of directors of
BiLogic authorizing the execution of this Agreement and the consummation
hereof;
(d) Secretary's certificate of incumbency of the officers and
directors of BiLogic;
(e) BiLogic's Financial Statements; and
(f) Any document as may be specified herein or required to satisfy
the conditions, representations and warranties enumerated elsewhere herein.
10. CONDITIONS PRECEDENT TO OBLIGATION OF BILOGIC
BiLogic's obligation to consummate this merger shall be subject to
fulfillment on or before the Closing of each of the following conditions,
unless waived in writing by BiLogic:
10.1. DCF'S AND DCIV'S REPRESENTATIONS AND WARRANTIES. The
representations and warranties of DCF and DCIV set forth herein shall be
true and correct at the Closing as though made at and as of that date,
except as affected by transactions contemplated hereby.
10.2. DCF'S AND DCIV'S COVENANTS. DCF and DCIV shall have performed
all covenants required by this Agreement to be performed by them on or
before the Closing.
10.3. BOARD OF DIRECTOR APPROVAL. This Agreement shall have been
approved by the Board of Directors of DCF and DCIV.
10.4. SHAREHOLDER EXECUTION. This Agreement shall have been executed
by DCIV.
10.5. SUPPORTING DOCUMENTS OF DCF. DCF shall have delivered to
BiLogic supporting documents in form and substance reasonably satisfactory
to Shah and BiLogic, to the effect that:
(a) DCF is a corporation duly organized, validly existing, and in
good standing;
(b) DCF's capital stock is as set forth herein;
(c) Certified copies of the resolutions of the board of directors of
DCF authorizing the execution of this Agreement and the consummation
hereof;
(d) Secretary's certificate of incumbency of the officers and
directors of DCF;
(e) DCF's Financial Statements and unaudited financial statements for
the period from the date of the DCF's Financial Statements to the close of
the most recent fiscal quarter; and
(f) Any document as may be specified herein or required to satisfy
the conditions, representations and warranties enumerated elsewhere herein.
11. [INTENTIONALLY OMITTED]
12. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The representations
and warranties of DCF, DCIV and BiLogic set out herein shall survive the
Closing.
13. ARBITRATION
13.1. SCOPE. The parties hereby agree that any and all claims (except
only for requests for injunctive or other equitable relief) whether
existing now, in the past or in the future as to which the parties or any
affiliates may be adverse parties, and whether arising out of this
agreement or from any other cause, will be resolved by arbitration before
the American Arbitration Association.
13.2. CONSENT TO JURISDICTION, SITUS AND JUDGEMENT. The parties
hereby irrevocably consent to the jurisdiction of the American Arbitration
Association and the situs of the arbitration (and any requests for
injunctive or other equitable relief) within Atlanta, Georgia. Any award
in arbitration may be entered in any domestic or foreign court having
jurisdiction over the enforcement of such awards.
13.3. APPLICABLE LAW. The law applicable to the arbitration and this
agreement shall be that of the State of Delaware, determined without regard
to its provisions which would otherwise apply to a question of conflict of
laws.
13.4. DISCLOSURE AND DISCOVERY. The arbitrator may, in its
discretion, allow the parties to make reasonable disclosure and discovery
in regard to any matters which are the subject of the arbitration and to
compel compliance with such disclosure and discovery order. The arbitrator
may order the parties to comply with all or any of the disclosure and
discovery provisions of the Federal Rules of Civil Procedure, as they then
exist, as may be modified by the arbitrator consistent with the desire to
simplify the conduct and minimize the expense of the arbitration.
13.5. RULES OF LAW. Regardless of any practices of arbitration to the
contrary, the arbitrator will apply the rules of contract and other law of
the jurisdiction whose law applies to the arbitration so that the decision
of the arbitrator will be, as much as possible, the same as if the dispute
had been determined by a court of competent jurisdiction.
13.6. FINALITY AND FEES. Any award or decision by the American
Arbitration Association shall be final, binding and non-appealable except
as to errors of law or the failure of the arbitrator to adhere to the
arbitration provisions contained in this agreement. Each party to the
arbitration shall pay its own costs and counsel fees except as specifically
provided otherwise in this agreement.
13.7. MEASURE OF DAMAGES. In any adverse action, the parties shall
restrict themselves to claims for compensatory damages and\or securities
issued or to be issued and no claims shall be made by any party or
affiliate for lost profits, punitive or multiple damages.
13.8. COVENANT NOT TO XXX. The parties covenant that under no
conditions will any party or any affiliate file any action against the
other (except only requests for injunctive or other equitable relief) in
any forum other than before the American Arbitration Association, and the
parties agree that any such action, if filed, shall be dismissed upon
application and shall be referred for arbitration hereunder with costs and
attorney's fees to the prevailing party.
13.9. INTENTION. It is the intention of the parties and their
affiliates that all disputes of any nature between them, whenever arising,
whether in regard to this agreement or any other matter, from whatever
cause, based on whatever law, rule or regulation, whether statutory or
common law, and however characterized, be decided by arbitration as
provided herein and that no party or affiliate be required to litigate in
any other forum any disputes or other matters except for requests for
injunctive or equitable relief. This agreement shall be interpreted in
conformance with this stated intent of the parties and their affiliates.
13.10. SURVIVAL. The provisions for arbitration contained herein
shall survive the termination of this agreement for any reason.
14. CLOSING.
14.1 DELIVERY OF CONSIDERATION. At or before Closing, DCIV shall
deliver 3,000,000 shares of common stock of DCF to Xxxxxxx, Xxxxxx &
Xxxxxxx, P.C. (the "Escrow Agent"), and BiLogic shall deliver $20,000 and
9,000,000 shares of common stock of BiLogic issued in the name of Shah to
the Escrow Agent. At Closing, the Escrow Agent shall deliver $20,000 to
Xxxxxxx Xxx for the consulting services described in Section 1.4 herein,
9,000,000 shares of DCF to Shah pursuant to Section 1.1 herein, 9,000,000
shares of BiLogic to DCF, and 3,000,000 shares of DCF issued in the name of
DCIV to DCF for cancellation.
15. GENERAL PROVISIONS.
15.1. FURTHER ASSURANCES. From time to time, each party will execute
such additional instruments and take such actions as may be reasonably
required to carry out the intent and purposes of this agreement.
15.2. WAIVER. Any failure on the part of either party hereto to
comply with any of its obligations, agreements, or conditions hereunder may
be waived in writing by the party to whom such compliance is owed.
15.3. BROKERS. Each party agrees to indemnify and hold harmless the
other party against any fee, loss, or expense arising out of claims by
brokers or finders employed or alleged to have been employed by the
indemnifying party.
15.4. NOTICES. All notices and other communications hereunder shall
be in writing and shall be deemed to have been given if delivered in person
or sent by prepaid first-class certified mail, return receipt requested, or
recognized commercial courier service, as follows:
If to BiLogic, to:
BiLogic, Inc.
0 Xxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxxx, Xxxxx Xxxxxxxx 00000
Attn: Dr. Xxxxxx Xxxx
If to DCF, to:
Discovery Capital Funding Corp.
0000 Xxxxxxxx Xxxxxx Xxxxx 000
0xx Xxxxx
Xxxxxxxxxxxx, XX 00000-0000
Attn: Xxxxxxx Xxx
If to DCIV, to:
Dotcom Internet Ventures, Ltd.
0000 Xxxxxxxx Xxxxxx Xxxxx 000
0xx Xxxxx
Xxxxxxxxxxxx, XX 00000-0000
Attn: Xxxxxxx Xxx
15.5. GOVERNING LAW. This agreement shall be governed by and
construed and enforced in accordance with the laws of the State of
Delaware.
15.6. ASSIGNMENT. This agreement shall inure to the benefit of, and
be binding upon, the parties hereto and their successors and assigns;
provided, however, that any assignment by either party of its rights under
this agreement without the written consent of the other party shall be
void.
15.7. COUNTERPARTS. This agreement may be executed simultaneously in
two or more counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same instrument.
Signatures sent by facsimile transmission shall be deemed to be evidence of
the original execution thereof.
15.8. REVIEW OF AGREEMENT. Each party acknowledges that it has had
time to review this agreement and, as desired, consult with counsel. In
the interpretation of this agreement, no adverse presumption shall be made
against any party on the basis that it has prepared, or participated in the
preparation of, this agreement.
15.9. SCHEDULES. All schedules attached hereto, if any, shall be
acknowledged by each party by signature or initials thereon.
15.10. EFFECTIVE DATE. This effective date of this agreement shall be
March 1st, 2001.
IN WITNESS WHEREOF, the parties have executed this agreement.
BILOGIC, INC.
Dr. Xxxxxx Xxxx
By: Xxxxxx Xxxx
Its: President
DISCOVERY CAPTIAL FUNDING CORP.
/s/ Xxxxxxx Xxx
By: Xxxxxxx Xxx
Its: President
DOTCOM INTERNET VENTURES, LTD.
/s/ Xxxxxxx Xxx
By: Xxxxxxx Xxx
Its: President
