42
AGREEMENT OF SALE/EXCHANGE
This Agreement is entered into this 18th day of August, by and between
Xxxxx, Xxxxx & Lords, Ltd., a Nevada corporation ("Buyer"), Xxxx
Xxxxxxxxxx, Xxxxxxx Xxxxx, Xxxxx Xxxxxxxxxx, Xxxxx Xxxxx, General Xxxxxx
Xxxx and Xxxxx Xxxxxx (collectively, the "Sellers", or individually, a
"Seller") and The Greengold Corporation, a Minnesota corporation
("Acquiree").
Whereas, Sellers own Four Million (4,000,000) shares, $.001 par value (the
"Acquiree Shares"), of the issued and outstanding common stock of Acquiree
(representing 80% of the currently issued and outstanding common stock of
Acquiree). Sellers desire to sell and Buyer desires to purchase all of
the Acquiree Shares (the "Sale Shares").
Now, Therefore, for the mutual consideration set out herein, the parties
agree as follows:
1. Purchase and Sale of Acquiree Shares.
1.1 Sellers shall sell to Buyer and Buyer shall purchase from Sellers
the Sale Shares at a closing of such sale (the "Closing") to be held at the
place and on the date hereinafter provided (the "Closing Date").
1.2 The aggregate purchase price (the "Price") for the Sale Shares
shall be in the form of 1,900,000 restricted common shares of Buyer, each
Seller to receive a pro-rata number of shares based upon the number of
Greengold shares owned. This exchange of shares is intended to be a tax-
deferred exchange pursuant to Section 1031 of the IRS Tax Code. This
represents approximately 1 share of buyer's shares for each 2.105263
Greengold shares owned.
The undersigned agrees that if Acquiree fails to achieve a minimum of
$500,000 in earnings before taxes by the end of the fiscal year following
a period of 36 months from the Closing Dates, Sellers agree to surrender a
total of 950,000 Common Shares back to Buyer. If, however, Buyer fails to
facilitate the raising of $500,000 through an offering pursuant to
Regulation D, Rule 504 within six months of the Closing Date, the surrender
to Buyer shall be reduced by 50% to a total of 475,000 Common Shares.
Additionally, the Common Shares of Buyer issued in exchange for the Sale
Shares will be subject to the resale limitations of Rule 144. Once the
Common Shares become salable without limitation under Rule 144K, Sellers
agree that the Common Shares will be further restricted to a rate of
liquidation not to exceed the greater of 5,000 shares per month or 2 1/2%
of the previous month's total trading volume, whichever is greater without
prior approval of the Buyer.
1.3 At the Closing Date, each Seller will deliver a certificate
representing the Sale Shares duly endorsed so as to make Buyer the sole
holder thereof, free and clear of all claims and encumbrances. The Sale
Shares are not registered under the Securities Act of 1933 as amended (the
"Act"). The Sale Shares will be subject to a usual and appropriate stop
transfer order on the books and records of Acquiree's transfer agent
pertaining to securities not registered under the Act. The certificate
for the Sale Shares delivered shall bear on its face the following
restrictive legend:
"No sale, offer to sell or transfer of the shares represented by this
certificate shall be made unless a registration statement under the
Securities Act of 1933, as amended, with respect to such shares is then in
effect or an exemption from the registration requirements of such Act is
then in fact applicable to such shares."
5. Representations of Sellers.
Sellers hereby represents and warrants, to the extent of the facts known to
Sellers and Acquiree, that, effective this date and the Closing Date, the
representations listed below are true and correct.
Sellers are the sole owners of 80% of the issued and outstanding shares of
The
Greengold Corporation. Share ownership is as follows:
Name and Address Cert. No. Issue Date No. of Shares
Xxxxxxx X. Xxxxx
00000 Xxxx Xxx. S. 05 5/15/97 1,498,500
Xxxxxxxxxx, XX 00000 01 8/20/95 1,500
Ttl: 1,500,000
New 1,601,281
Xxxx X. Xxxxxxxxxx
00000 Xxxxxx Xxxxxx 02 8/20/95 1,500
Xxxxx Xxxxxx, XX 00000 06 5/15/97 1,498,500
Ttl: 1,500,000
New 1,601,281
J. Xxxxx Xxxxxxxxxx
0000 Xxxxxx Xxxxxx 03 4/17/97 300
Xxxxxxxxxx, XX 00000 07 5/15/97 299,700
Ttl: 300,000
New 320,257
Xxxxx X. Xxxxx XX 04 4/17/97 300
000 Xxxxxxx Xx. XX 08 5/15/97 299,700
Xxxxxxxxxx, XX 00000 10(1) 2/7/98 34,500
Ttl:: 357,085
New 83,267
Xxxxx X. Xxxxxx, Xx.
000 Xxxxxx Xxxx
Xxxxxxxxxxx, XX 00000 09 11/8/97 78,000
Ttl: 78,000
New 36,829
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General Xxxxxx X. Xxxx
6317 Chaucer View Circle Landmark Mews
Xxxxxxxxxx, XX 00000 11 4/30/98 34,500
Ttl: 34,500
New 36,829
Outstanding: 4,000,000
5.1 These Acquiree Shares are free from claims, liens or other
encumbrances; and Sellers have the unqualified right to transfer and
dispose of such shares.
5.2 The Sale Shares constitute validly issued shares of Acquiree fully
paid and nonassessable.
5.3 Annexed hereto as Exhibit 5.3 are the unaudited financial statements
dated June 30, 1998 of the Acquiree. The financial statements in Exhibit
5.3 are substantially correct and complete and have been prepared in
conformity with generally accepted accounting principles applied on a
consistent basis. The financial statements present fairly the financial
condition of Acquiree of the respective dates of said balance sheets and
the results of operations for the respective periods indicated in said
statements of income and retained earnings and, in the case of each such
interim statement, is subject to year-end adjustments consistent with past
practice.
5.4 To the best of Acquiree's knowledge, there are no actions, suits,
proceedings or investigations (whether or not purportedly on behalf of
Acquiree) pending or, threatened against or affecting Acquiree, at law, or
in equity or admiralty, or before or by any federal, state, municipal or
other governmental department, commission, board, bureau agency or
instrumentality, domestic or foreign, which involve the likelihood of any
adverse judgment of liability, not fully covered by insurance, in excess of
$5,000 in any one case or $10,000 in the aggregate, or which may result in
any material adverse change aside from a monetary adverse judgment or
liability) in the business, operations, properties or assets or in the
condition, financial or otherwise, of Acquiree, except in each as listed
and described in Exhibit 5.4 annexed hereto. To the best of Acquiree's
knowledge, Acquiree is not in default with respect to any order, writ,
injunction or decree of any court or federal, state, municipal or other
governmental department, commission, board, bureau, agency or
instrumentality, domestic or foreign.
5.5 Acquiree has, to its best knowledge, complied in all material
respects with all laws, regulations and judicial or administrative tribunal
orders applicable to its business of which it is aware except as described
in Exhibit 5.5.
5.6 All federal, state and local tax returns required to be filed by
Acquiree have been duly filed. Federal income tax returns of Acquiree have
been submitted to the Internal Revenue Service ("IRS") for all past fiscal
years through the calendar year ended in 1997. All deficiencies by any
taxing authority have either been paid or settled or are included in the
amounts for accrued taxes shown on the respective balance sheet (part of
Exhibit 5.6 annexed hereto).
5.7 Acquiree and Sellers agree that any and all tax deficiencies
disclosed on the balance sheet will be paid or settled prior to Closing.
5.8 Since the date of the balance sheet there has not occurred:
(i) any material and adverse change in the financial condition or
operations of Acquiree;
(ii) any damage, destruction or loss to or of any of the material
assets or properties owned or leased by Acquiree;
(iii) the creation or attachment of any lien against any of the
currently issued and distributed common stock Acquiree;
(iv) any waiver, release, discharge, transfer, or cancellation by
Acquiree of any rights or claims of material value;
(v) any issuance by Acquiree of any securities, or any merger or
consolidation of Acquiree with any other person, or any acquisition by
Acquiree of the business of any other person;
(vi) any incurrence, assumption or guarantee by Acquiree of any
indebtedness or liability other than in the ordinary course of
business;
(vii) any declaration, setting aside or payment by Acquiree of any
dividends on, or any other distribution with respect to, any capital
stock of Acquiree or any repurchase, redemption, or other acquisition
of any capital stock of Acquiree;
(viii) (A) any payment of any bonus, profit sharing, pension or
similar payment or arrangement or special compensation to any employee
of Acquiree, except in the ordinary course of the business of Acquiree,
or (B) any increase in the compensation payable or to become payable to
any employee of Acquiree; or
5.9 Except as set forth in the documents listed or referred to in
Exhibits hereto, the execution and carrying out of this Agreement will not
conflict with, or result in any breach of any of the terms, or create a
charge or encumbrance upon any of the properties or assets, or outstanding
stock of Acquiree pursuant to any corporate charter, by-law, indenture,
mortgage or lease to which Acquiree or any of its stockholders is a party
or by which it is bound. The execution and carrying out of this Agreement
will not violate any provision of law.
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5.10 To the best knowledge of Sellers and Acquiree, none of the written
information and documents which have been or will be furnished by Acquiree
or by any representatives of Acquiree to Buyer or any of the
representatives of Buyer in connection with the transactions contemplated
by this Agreement contains or will contain, as the case may be, any untrue
statement of a material fact, or omits or will omit to state a material
fact necessary in order to make the statements therein not misleading in
light of the circumstances in which made. To the knowledge of Acquiree,
Acquiree has disclosed to Buyer as the purchaser of the Sale Shares all
material information relating to Acquiree and its activities as currently
conducted.
5.11 The representations and warranties made hereinabove in this Section
5 will be correct in all material respects on and as of the Closing Date
with the same force and effect as though such representations and
warranties had been made on the Closing Date.
5.12 The Acquiree is authorized to issue 10,000,000 shares of common
stock, no par value, of which 5,000,000 shares are issued and outstanding.
Acquiree has only one class of capital stock and all outstanding shares
have been duly authorized, validly issued and are fully paid and
nonassessable with no personal liability attaching to the ownership
thereof.
There are no outstanding convertible securities, warrants, options or
commitments of any nature which may cause authorized but unissued shares to
be issued to any person.
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5.13 Seller represents that the technology known as Aquatic Macrophyte
Cultivation Apparatus, Patent # 5,636,472 has been assigned to Greengold
and is free of any xxxxx or encumbrances.
6. Representations by Buyer.
Buyer warrants and represents, to the extent of the facts known to Buyer,
that, effective this date and the Closing Date, the representations listed
below are true and correct.
6.1 Buyer is a corporation duly organized, validly existing and in
good standing under the laws of the State of Nevada. Buyer has no
subsidiaries.
6.2 The Board of Directors of Buyer have duly approved this Agreement.
6.3 The Buyer's restricted common shares deliverable pursuant to this
Agreement shall be validly issued and outstanding, fully paid and
nonassessable.
6.4 The authorized capital stock of Buyer consists of 75,000,000
shares of Common Stock, $.001 par value, 5,243,470 of which have been
validly issued and are outstanding and 1,696,330 of those are freely
tradable without restriction or further registration under the Securities
Act of 1933.
6.5 Annexed hereto as Exhibit 6.5 is the audited financial statements
dated January 31, 1998.
6.6 To the best of Buyer's knowledge, there are no actions, suits,
proceedings or investigations (whether or not purportedly on behalf of
Buyer) pending or, threatened against or affecting Buyer, at law, or in
equity or admiralty, or before or by any federal, state, municipal or other
governmental department, commission, board, bureau agency or
instrumentality, domestic or foreign, which involve the likelihood of any
adverse judgment of liability, not fully covered by insurance, in excess of
$5,000 in any one case or $10,000 in the aggregate, or which may result in
any material adverse change aside from a monetary adverse judgment or
liability) in the business, operations, properties or assets or in the
condition, financial or otherwise, of Buyer, except in each as listed and
described in Exhibit 6.6 annexed hereto. To the best of Buyer's knowledge,
Buyer is not in default with respect to any order, writ, injunction or
decree of any court or federal, state, municipal or other governmental
department, commission, board, bureau, agency or instrumentality, domestic
or foreign.
6.7 Buyer has complied in all material respects with all laws,
regulations and judicial or administrative tribunal orders applicable to
its business of which it is aware.
6.8 All federal, state and local tax returns required to be filed by
Buyer have been duly filed. Federal income tax returns of Buyer have been
submitted to the IRS for all past fiscal years through the fiscal year
ended in 1997. All deficiencies proposed by any taxing authority have
either been paid or settled or are included in the amounts for accrued
taxes shown on the respective balance (part of Exhibit 6.5 annexed hereto).
6.9 Since the date of the balance sheet there has not occurred:
(i) any material and adverse change in the financial condition or
operations of Buyer;
(ii) any damage, destruction or loss to or of any of the material assets
or properties owned or leased by Buyer;
(iii) the creation or attachment of any lien against the issued and
outstanding common stock of Buyer;
(iv) any waiver, release, discharge, transfer, or cancellation by Buyer
of any rights or claims of material value;
(v) any issuance by Buyer of any securities, or any merger or
consolidation of Buyer with any other person, or any acquisition by Buyer
of the business of any other person;
(vi) any incurrence, assumption or guarantee by Buyer of any indebtedness
or liability, except in the ordinary course of business;
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(vii) any declaration, setting aside or payment by Buyer of any dividends
on, or any other distribution with respect to, any capital stock of Buyer
or any repurchase, redemption, or other acquisition of any capital stock of
Buyer;
(viii) (A) any payment of any bonus, profit sharing, pension or
similar payment or arrangement or special compensation to any employee
of Buyer, except in the ordinary course of the administration of Buyer,
or (B) any increase in the compensation payable or to become payable to
any employee of Buyer; or
6.10 Except as set forth in the documents listed or referred to in
Exhibits hereto, the execution and carrying out of this Agreement will not
conflict with, or result in any breach of any of the terms, charge or
encumbrance upon any of the properties or assets, or outstanding stock of
Buyer pursuant to any corporate charter, by-law, indenture, mortgage or
lease to which Buyer or any of its stockholders is a party or by which it
is bound. The execution and carrying out of this Agreement will not
violate any provision of law.
6.11 None of the written information and documents which have been or
will be furnished by Buyer or any representatives of Buyer to Seller or any
of the representatives of Buyer in connection with the transactions
contemplated by this Agreement contains or will contain, as the case may
be, any untrue statement of a material fact, or omits or will omit to state
a material fact necessary in order to make the statements therein not
misleading in light of the circumstances in which made. To the knowledge
of Buyer, Buyer has disclosed to Sellers as the purchaser of the common
stock of Buyer all material information relating to Buyer and its
activities as currently conducted.
6.12 The representations and warranties made hereinabove in this
Section 6 will be correct in all material respects on and as of the Closing
Date with the same force and effect as though such representations and
warranties had been made on the Closing Date.
6.13 Buyer is fully aware of the condition and prospects, financial
and otherwise, of the Acquiree, having been supplied with such financial
and other data relating to the Acquiree as Buyer considered necessary and
advisable to enable it to form a decision concerning the purchase herein
provided.
6.14 Buyer is fully aware that the Sale Shares, when delivered, will
not have been registered under the Act; that accordingly no sale, offer to
sell or transfer of the Sale Shares shall be made unless a registration
statement under the Act with respect to the Sale Shares is then in effect
or an exemption from the registration requirements of the Act is then in
fact applicable to the Sale Shares or, in the opinion of Acquiree's
counsel, registration is not required.
6.15 Buyer has been fully advised by Sellers that Sellers will sell
the Sale Shares to Buyer without registration under the Act on the basis of
the statutory exemption in Section 4(2) of the Act relating to transactions
not involving a public offering and that Seller's reliance upon the
statutory exemption is based in large part upon Buyer's representations
made in this Agreement.
6.16 Buyer is acquiring the Sale Shares for investment for its own
account and not with a view to resell or otherwise distribute the Sale
Shares. In making the foregoing representations, Buyer understands that,
in the view of the Securities and Exchange Commission, the statutory
exemption under Section 4(2) would not be available if, notwithstanding
Buyer's representations, it had in mind merely acquiring the Sale Shares
for resale upon the occurrence or nonoccurrence of some predetermined
event.
6.17 Buyer has the full right, power and authority to purchase the
Sale Shares in accordance with the terms of this agreement and otherwise to
consummate and close the transaction provided for in this agreement in the
manner and upon the terms herein specified.
6.18 Buyer is acquiring the Sale Shares for the purpose of controlling
Acquiree.
6.19 Buyer represents that copies of all documents filed with the
Securities and Exchange Commission for the past one year period have been
provided to Sellers and that all representations contained therein remain
true and complete.
6.20 Buyer represents that all documents filed with the Securities and
Exchange Commission and the representations of Buyer in this Agreement do
not contain a material misstatement of fact or omission of fact..
7. Closing Date.
The Closing Date herein referred to shall be upon such date as the
parties hereto may mutually agree upon but is expected to be during August,
1998. At the Closing, Buyer will be provided with and accept delivery of
the Sale Shares, and in connection therewith, and will make payment of all
sums due to Sellers. Certain closing documents may be delivered
subsequent to the Closing Date upon the mutual agreement of the parties
hereto.
8. Conditions Precedent To the Obligations of Sellers.
All obligations of Sellers under this Agreement are subject to the
fulfillment, prior to or as of the Closing Date, of each of the following
conditions:
8.1 The negotiation and execution of employment agreement between Buyer,
Acquiree and Xxxx Xxxxxxxxxx (a Seller) on terms and conditions agreeable
to the parties thereto providing for a term of three years with a mutually
acceptable salary plus a series of convertible preferred shares which will
convert into unregistered common shares in Buyer upon reaching certain
agreed upon profit levels. Additionally, the employment agreement will
call for a 15-year royalty of 1.5% of gross revenues generated as a direct
46
result of any patents which Xx. Xxxxxxxxxx has or will develop. The
agreement will also state that any future patents which Xx. Xxxxxxxxxx
files while employed by Acquiree will become property of Acquiree. Said
employment agreement is attached as Exhibit 8.1.
8.2 The representations and warranties by Buyer contained in this
Agreement or in any certificate or document delivered to Sellers pursuant
to the provisions hereof shall be true in all material respects at and as
of the time of Closing as though such representations and warranties were
made at and as of such time.
8.3 Buyer shall have performed and complied with all covenants,
agreements, and conditions required by this Agreement to be performed or
complied with by him prior to or at the Closing including the payment of
the Price in accordance with the terms hereof.
8.5 Sellers shall nominate one individual to serve on the Board of
Directors of Buyer upon filing of the form N-54C until the next election of
Directors by the shareholders.
8.6 Buyer has prepared and filed a Proxy statement with the Securities
and Exchange Commission pursuant to Regulation 14D. The proxy carries a
vote to change the business of Buyer so as to no longer be an Investment
Company as defined in the Investment Company Act of 1940.
8.7 Subsequent to the approval of the Proxy, Buyer shall file a form
N-54C to withdraw its election to act as a Business Development Company.
8.8 All instruments and documents delivered to Sellers pursuant to the
provisions hereof shall be reasonably satisfactory to legal counsel for
Sellers.
9. Conditions Precedent To The Obligations Of Buyer.
All obligations of Buyer under this Agreement are subject to the
fulfillment, prior to the or at the Closing on the Closing Date, of each of
the following conditions:
9.1 A financial review of Acquiree's books and records to confirm that
two years of audited financials can be obtained.
9.2 The representations and warranties by Sellers contained in this
Agreement or in any certificate or document delivered to Buyer pursuant to
the provisions hereof shall be true at and as of the time of Closing as
though such representations and warranties were made at and as of such
time.
9.3 Acquiree and Sellers shall have performed and complied with all
other covenants, agreement and conditions required by this Agreement to be
performed or complied with by them prior to or at the Closing.
10. Documents At Closing.
At the Closing, the following transactions shall occur, all of such
transaction being deemed to occur simultaneously:
10.1 Sellers and Acquiree, as the case may be, will deliver, or cause
to be delivered, to Buyer the following:
a. stock certificates for the Sale Shares, duly endorsed in blank with
appropriate signature guarantees.
b. all records of Acquiree, including without limitation such books
and records, charter documents and Minnesota certificate of good standing,
as may reasonably be available to Sellers and requested by Buyer.
c. certified copies of resolutions by Seller's and Acquiree's boards
of directors or executive committees thereof, thereunto duly authorized,
authorizing this transaction.
d. a copy of a reasonably current shareholder list of Acquiree
certifying the number of shares outstanding.
e. current financial statements as of June 30, 1998, in addition to
those provided by Exhibit 5.3 of Acquiree showing no assets or debts of any
substance not otherwise disclosed, except for such sums as may be owed to
Acquiree's transfer agent and certain nominal state taxes.
f. such other instruments, documents and certificates, if any, as are
required to be delivered pursuant to the provisions of this Agreement or
which may be reasonably requested in furtherance of the provisions of this
Agreement;
10.2 Buyer will deliver or cause to be delivered to Sellers such other
instruments and documents as are required to be delivered pursuant to the
provisions of this Agreement or which may be reasonably requested in
furtherance of the provisions of this Agreement.
11. Miscellaneous
11.1 Prior to Closing, Xxxx Xxxxxxxxxx shall enter into an employment
agreement with Acquiree under the terms outlined in Exhibit 8.1.
11.2 The respective representation of Sellers and Buyer contained
herein or in any certificates delivered prior to or at Closing shall
survive for a period of eighteen months from the Closing Date.
11.3 Further Assurances. At any time, and from time to time, after
the effective date, each party will execute such additional instruments and
take such action as may be reasonably requested by the other party to
confirm or perfect title to any property transferred hereunder or otherwise
to carry out the intent and purposes of this Agreement.
11.4 Waiver. Any failure on the part of any 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.
47
11.5 Arbitration. Any and all disputes and differences between or
among the parties with respect to the construction or performance of the
terms of this Agreement which cannot be resolved amicably shall be resolved
by arbitration before the American Arbitration Association in accordance
with its rules then obtaining sitting in Florida
11.6 Notices. All notices and other communications hereunder shall
be in writing and shall be deemed to have been given if delivered in person
or if sent by prepaid first class registered or certified mail, return
receipt requested, fax or recognized courier then upon receipt thereof to
the following addresses:
To Sellers:
Xxxx Xxxxxxxxxx
00000 Xxxxxx Xxxxxx
Xxxxx Xxxxxx, XX 00000
Xxxxxxx Xxxxx
00000 Xxxxxx Xxxxxx
Xxxxx Xxxxxx, XX 00000
J. Xxxxx Xxxxxxxxxx
0000 Xxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Xxxxx X. Xxxxx XX
000 Xxxxxxx Xx. XX
Xxxxxxxxxx, XX 00000
Xxxxx X. Xxxxxx, Xx.
000 Xxxxxx Xxxx
Xxxxxxxxxxx, XX 00000
General Xxxxxx X. Xxxx
6317 Chaucer View Circle
Landmark Mews
Xxxxxxxxxx, XX 00000
with copies to:
To Acquiree: Minnesota Corporation
00000 Xxxxxx Xxxxxx
Xxxxx Xxxxxx, XX 00000
To Buyer: Xxxxx, Xxxxx & Lords, Ltd.
0000 Xxxxxxxx Xxxx
Xxxxxxx, XX 00000
with copies to:
Xxxx X. Xxxxxx
Attorney At Law
0000 Xxxxx Xxxxxxxx Xxx
Xxxxxxxxx, Xxxxxxxx 00000
11.7 Headings. The section and subsection headings in this Agreement
are inserted for convenience only and shall not affect in any way the
meaning or interpretation of this Agreement.
11.8 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.
11.9 Governing Law. The laws of the State of Florida shall govern
this Agreement.
11.10 Binding Effect. This Agreement shall be binding upon the
parties hereto and inure to the benefit of the parties, their respective
heirs, administrators, executors, successors and assigns.
11.11 Entire Agreement. This Agreement is the entire agreement of
the parties covering everything agreed upon or understood in the
transaction. There are no oral promises, conditions, representations,
understandings, interpretations or terms of any kind as conditions or
inducements to the execution hereof.
11.12 Severability. If any part of this Agreement is deemed to be
unenforceable the balance of this Agreement shall remain in full force and
effect.
IN WITNESS WHEREOF, the parties have executed this Agreement the day and
year first above written.
SELLERS:
---------------------------------- --------------------------
Xxxxxxx Xxxxx Xxxx Xxxxxxxxxx
---------------------------------- --------------------------
Xxxxx Xxxxxxxxxx Xxxxx Xxxxx
---------------------------------- --------------------------
General Xxxxxx Xxxx Xxxxx Xxxxxx
ACQUIREE:
Minnesota Corporation
--------------------------------- ------------------------
By: Xxxx Xxxxxxxxxx, President Xxxxxxx Xxxxx, President
BUYER:
Xxxxx, Xxxxx & Lords, Ltd.
--------------------------------
By: L. Xxxx Xxxxxxxx, President
