EXHIBIT 99.1
PLAN AND AGREEMENT OF REORGANIZATION
THIS PLAN AND AGREEMENT OF REORGANIZATION (hereinafter referred to as the
"Agreement") is entered into as of this 16th day of January 2003, by and between
INTERNATIONAL CARD ESTABLISHMENT, INC. (hereinafter referred to as "ICE"),
INETEVENTS, INC. (hereinafter referred to as "INET") and the undersigned
shareholders of ICE (hereinafter referred to collectively as "Shareholder").
WITNESSETH
WHEREAS, ICE is a Nevada corporation with authorized capital stock of
20,000,000 shares of $0.001 par value Common Stock and 5,000,000 shares of
$0.001 par value Preferred Stock, of which 700,000 shares of Common Stock were
issued and outstanding as of December 31, 2002 (hereinafter "ICE Shares") As of
the Closing Date (as defined in Article VIII hereof), there will be 700,000 ICE
Shares issued and outstanding;
WHEREAS, INET is a Delaware corporation with authorized capital stock of
100,000,000 shares of $0.001 par value Common Stock, of which 11,210,500 shares
were issued and outstanding as of September 30, 2002;
WHEREAS, INET desires to purchase from Shareholder all of the issued and
outstanding shares of ICE owned by Shareholder in exchange, solely for INET
shares of common stock ("Stock");
WHEREAS, it is the intention of Shareholder to exchange the ICE Shares held
by it for Stock of INET, on the terms and conditions set forth herein; and
WHEREAS, it is the intention of INET, ICE and Shareholder that the
transactions contemplated hereby constitute a tax-free "reorganization" as
defined in the Internal Revenue Code of 1986, as amended, and that all the terms
and provisions of this Agreement be interpreted, construed and enforced to
effectuate this intent.
NOW THEREFORE in consideration of the foregoing and the mutual covenants,
promises, representations and warranties contained herein, the parties hereto
agree as follows:
Article I
EXCHANGE
1.1 EXCHANGE OF STOCK OF ICE. At the Closing Date in accordance with the
provisions of this Agreement and applicable law, Shareholder shall transfer and
INET shall acquire all of the ICE Shares owned by Shareholder.
-1-
Article II
CONSIDERATION
2.1 EXCHANGE. Shareholder and INET agree that all of the ICE Shares owned
by Shareholder shall be exchanged with INET for a total of fourteen million
(14,000,000) shares of Common Stock. Such Stock shall be issued in certificates
in such denominations, amounts and names as may be requested by Shareholder, as
more fully set forth in Addendum A hereto.
2.2 INVESTMENT INTENT. Shareholder represents and warrants that it is
acquiring said Stock for investment purposes only and not with a view towards
resale or redistribution in violation of state and federal securities laws. Upon
request, Shareholder agrees to deliver to INET at the closing, or after, a
letter setting forth an agreement that said Stock is being acquired for
investment purposes only and will not be sold except in compliance with the
Securities Act of 1933, as amended, and the Rules and Regulations promulgated
thereunder.
2.3 DELIVERY. At said closing, Shareholder shall deliver certificates for
the ICE Shares, duly endorsed in negotiable form, with signatures guaranteed,
free and clear from all claims and encumbrances.
Article III
REPRESENTATIONS AND WARRANTIES OF INET
INET represents and warrants to Shareholder as follows:
3.1 ORGANIZATION. INET is a corporation duly incorporated, validly existing
and, at the closing, in good standing under the laws of the State of Delaware
and has the corporate power and authority to own or lease its properties and to
carry on business as now being conducted.
3.2 CAPITALIZATION. As of the closing date, the authorized capital stock of
INET shall consist of 100,000,000 shares of $0.001 par value common stock, of
which 11,210,500 shall be issued and outstanding. All said shares are validly
issued, fully paid and non-assessable.
3.3 FINANCIAL STATEMENTS. INET has furnished to Shareholder audited
financial statements as of December 31, 2001 and unaudited financial statements
for the periods ending September 30, 2002. Said financial statements contain the
balance sheets of INET. All of said financial statements, (i) are in accordance
with INET's books and records, (ii) present fairly and financial position of
INET as of such dates, and its results of operations and changes in financial
position for the respective periods indicated, (iii) have been prepared in
conformity with generally accepted accounting principles applied on a consistent
basis, and (iv) consistent with prior business practice, contain adequate
reserves for all known or contingent liabilities, losses and refunds with
respect to services or products already rendered or sold.
-2-
3.4 CHANGES IN FINANCIAL CONDITION. Except as it relates to the
transactions contemplated by this Agreement, from the date of the Financial
Statements to the Closing Date, there has been no material change in the
properties, assets, liabilities, financial condition, business, operations,
affairs or prospects of INET from that set forth or reflected in the Financial
Statements, other than changes in the ordinary course of business, none of which
have been, either in any case or in the aggregate, materially adverse.
3.5 AUTHORIZATION. INET has the power to enter into this Agreement, and
this Agreement, when duly executed and delivered, will constitute the valid and
binding obligation of INET. Other than approval by the Board of Directors and/or
shareholders of INET, no proceedings are necessary to authorize this Agreement
or the transactions contemplated hereby. This Agreement constitutes the legal,
valid and binding obligation of INET enforceable in accordance with its terms.
3.6 EFFECT OF AGREEMENT. The execution and delivery by INET of this
Agreement and the consummation of the transactions herein contemplated, (i) will
not conflict with, or result in a breach of the terms of, or constitute any
default under or violation of, any law or regulation of any governmental
authority, or the Articles of Incorporation or By-Laws of INET, or any material
agreement or instrument to which INET is a party or by which it is bound or is
subject; (ii) nor will it give to others any interest or rights, including
rights of termination, acceleration or cancellation, in or with respect to any
of the properties, assets, agreements, leases, or business of INET.
3.7 MINUTE BOOK. The records of meetings and other corporate actions of
INET (including any committees of the Board) which are contained in the Minute
books of INET contain complete and accurate records of the matters reflected in
such minutes.
3.8 LITIGATION; CLAIMS. INET is not a party to, and there are not any
claims, actions, suits, investigations or proceedings pending or threatened
against INET or its business, at law or in equity, or before or by any
governmental department, commission, board, bureau, agency, or instrumentality,
domestic or foreign, which if determined adversely would have a material effect
on the business or financial condition of INET or the ability of INET to carry
on its business. The consummation of the transactions herein contemplated will
not conflict with or result in the breach or violation of any judgment, order,
writ, injunction or decree of any court or governmental department, commission,
board, bureau, agency or instrumentality, domestic or foreign.
3.9 TAXES AND REPORTS. At the Closing Date, INET (i) will have filed all
tax returns required to be filed by any jurisdiction, domestic or foreign, to
which it is or has been subject, (ii) has either paid in full all taxes due and
taxes claimed to be due by each jurisdiction, and any interest and penalties
with respect thereto, and (iii) has adequately reflected as liabilities on its
books, all taxes that have accrued for any period to and including the Closing
Date.
-3-
3.10 COMPLIANCE WITH LAWS AND REGULATIONS. To the best of INET's knowledge
INET has complied with, and is not in violation of any federal, state, local or
foreign statute, law, rule or regulation with respect to the conduct of INET's
businesses.
3.11 FINDERS. INET is not obligated, absolutely or contingently, to any
person for financial advice, a finder's fee, brokerage commission, or other
similar payment in connection with the transactions contemplated by this
Agreement.
3.12 NATURE OF REPRESENTATIONS. INET has taken reasonable care to ensure
that all disclosures and facts are true and accurate, and that there are no
other material facts, the omission of which would make misleading any statement
herein. Further, to the best of INET's knowledge, no representation, warranty or
agreement made by INET in this agreement or any of the Schedules or any other
Exhibits hereto and no statement made in the Schedules or any such Exhibit,
list, certificate or schedule or other instrument or disclosure furnished by
them in connection with the transactions herein contemplated contains, or will
contain, any untrue statement of a material fact necessary to make any
statement, representation, warranty or agreement not misleading.
3.13 REVERSE STOCK SPLIT. INET, ICE and Shareholder acknowledge and agree
that within sixty (60) days following the closing, or at such earlier time as
same can be effected, INET shall act to cause its Common Stock to be split on a
one (1) share for each two (2) shares outstanding basis.
3.14 GLOBALTECH LEASING ACQUISITION. INET is aware of the Binding Letter of
Intent executed by and between ICE and GlobalTech Leasing, Inc., for the
acquisition of GlobalTech Leasing, Inc. by ICE. INET acknowledges and agrees to
the terms of the Binding Letter of Intent pursuant to which ICE/INET shall issue
five million (5,000,000) shares of Common Stock (subsequent to the reverse split
set forth in 3.13) to GlobalTech Leasing, Inc. upon the closing of the
acquisition.
Article IV
REPRESENTATIONS AND WARRANTIES OF ICE AND SHAREHOLDER
ICE and Shareholder, and each of them, represent and warrant to INET as
follows:
4.1 ORGANIZATION. ICE is a corporation duly incorporated, validly existing
and, at the closing, in good standing under the laws of the State of Nevada has
the corporate power and authority to own or lease its properties and to carry on
business as now being conducted.
4.2 CAPITALIZATION. The authorized capital stock of ICE consists of two
classes of shares of stock, the total number of shares authorized is 20,000,000
shares of $0.001 par value Common Stock and 5,000,000 shares of $0.001 par value
Preferred Stock, of which 700,000 shares of Common Stock are presently issued
and outstanding. All said shares are validly issued, fully paid and
-4-
non-assessable. There are no outstanding options, warrants, rights, commitments
or agreements of any kind relating to the issuance of any shares of Common Stock
or other equity or convertible security of ICE to any person. None of the shares
of Common Stock of ICE is reserved for any purpose. ICE is not subject to any
obligation (contingent or otherwise), nor does it have any option to repurchase
or otherwise acquire or retire any shares of its Common Stock.
4.3 AUTHORITY. ICE and Shareholder have the full power and authority to
enter into this Agreement and to carry out its obligations hereunder. Other than
approval by the Board of Directors and/or Shareholder, no proceedings on the
part of Shareholder are necessary to authorize this Agreement or the
transactions contemplated hereby. This Agreement constitutes the legal, valid
and binding obligation of ICE and Shareholder enforceable in accordance with its
terms.
4.4 FINANCIAL STATEMENTS. ICE has furnished to INET unaudited financial
statements as of December 31, 2002 (the "Financial Statements). Said Financial
Statements contain the balance sheet of ICE. All of said Financial Statements,
(i) are in accordance with ICE's books and records, (ii) present fairly and
financial position of ICE as of such dates, and its results of operations and
changes in financial position for the respective periods indicated, (iii) have
been prepared in conformity with generally accepted accounting principles
applied on a consistent basis, and (iv) consistent with prior business practice,
contain adequate reserves for all known or contingent liabilities, losses and
refunds with respect to services or products already rendered or sold.
4.5 CHANGES IN FINANCIAL CONDITION. From the date of the Financial
Statements to the Closing Date, there has been no material change in the
properties, assets, liabilities, financial condition, business, operations,
affairs or prospects of ICE from that set forth or reflected in the Financial
Statements, other than changes in the ordinary course of business, none of which
have been, either in any case or in the aggregate, materially adverse.
4.6 TITLE TO ASSETS. ICE has and on the Closing date will have good record
and marketable title to all its assets. Such assets are subject to no mortgage,
pledge, lien, conditional sales agreement, lease, encumbrance or charge
whatsoever.
4.7 ALL PATENT/LICENSE RIGHTS. To the best of its knowledge, ICE owns or
possesses the requisite licenses or other rights to use all licenses, patents,
trademarks, service marks, service names and trade names presently used. There
is no claim or action by any person, or proceeding pending, or threatened which
challenges the exclusive rights of ICE with respect to said rights used, or
contemplated to be used, in ICE's business. Nothing herein contained have or
shall be deemed to constitute a representation or warranty that such licenses,
patents, trademarks, or trade names may not be utilized or challenged in the
future, and that they will be upheld if challenged.
-5-
4.8 CONTRACTS/OTHER RIGHTS. Prior to the closing, ICE will furnish INET
with a true and complete list and description of all material contracts and
licenses entered into by ICE (the "Contracts"), including any contracts,
licenses by and between ICE and Shareholder, between them and with others. Each
of the agreements, contracts, commitments, leases, plans and other instruments,
documents and undertakings to be supplied is valid and enforceable in accordance
with its terms. ICE is not in default of the performance, observance or
fulfillment of any material obligations, covenant or condition contained
therein; and no event has occurred which with or without the giving of notice or
lapse of time, or both, would constitute a default thereunder; furthermore,
except as may be disclosed in writing at the time of delivery, no such
agreement, contract, commitment, lease, plan or other instrument, document or
undertaking, in the reasonable opinion of ICE, contains any contractual
requirement with which there is a likelihood ICE will be unable to comply.
4.9 EFFECT OF AGREEMENT. The execution and delivery by ICE and Shareholder
of this Agreement and the consummation of the transactions herein contemplated,
(i) will not conflict with, or result in a breach of the terms of, or constitute
a default under or violation of, any law or regulation of any governmental
authority, or the Articles of Incorporation or By-Laws of ICE, or any material
agreement or instrument to which ICE or Shareholder is a party or give rise to
any interests or rights, including rights of termination, acceleration or
cancellation, in or with respect to any of the properties, assets, agreements,
leases, or business of ICE.
4.10 PERSONAL PROPERTY. All of the property, assets and equipment owned by
or used by ICE is in good repair, well maintained, and in good and satisfactory
operating condition consistent with their age, free from any known defects,
except such minor defects as to not substantially interfere with the continued
use thereof in the conduct of normal operations and such property, assets, and
equipment which is owned by ICE is valued on the Financial Statements at
original purchase price less reasonable depreciation consistently applied in
accordance with generally accepted accounting principles.
4.11 MINUTE BOOK. The records of meetings and other corporate actions of
Shareholder and the Board of Directors (including any committees of the Board)
of Shareholder and ICE which are contained in the Minute books of Shareholder
and ICE contain complete and accurate records of the matters reflected in such
minutes.
4.12 LITIGATION; CLAIMS. Neither Shareholder nor ICE is a party to, and
there are not any claims, actions, suits, investigations or proceedings pending
or threatened against ICE or its business, at law or in equity, or before or by
any governmental department, commission, board, bureau, agency, or
instrumentality, domestic or foreign, which if determined adversely would have a
material effect on the business or financial condition of ICE or the ability of
ICE to carry on its business. The consummation of the transactions herein
contemplated will not conflict with or result in the breach or violation of any
judgment, order, writ, injunction or decree of any court or governmental
department, commission, board, bureau, agency or instrumentality, domestic or
foreign.
-6-
4.13 TAXES AND REPORTS. At the Closing Date, ICE (i) will have filed all
tax returns required to be filed by any jurisdiction, domestic or foreign, to
which it is or has been subject, (ii) has either paid in full all taxes due and
taxes claimed to be due by each jurisdiction, and any interest and penalties
with respect thereto, and (iii) has adequately reflected as liabilities on its
books, all taxes that have accrued for any period to and including the Closing
Date. No state of facts exists or has existed which would constitute grounds for
the assessment of any taxes with respect to the periods which have not been
audited by the Internal Revenue Service or any other taxing authority. There are
no outstanding tax elections, or agreements or waivers extending the statutory
period of limitation, applicable to any federal or state return for taxes of ICE
for any period.
4.14 PERSONNEL. Included in the corporate records described, in part, in
4.11, is a true and correct list of all directors, officers and employees of
ICE. ICE is not aware that any officer or employee has any intention to
terminate his or her employment with ICE and ICE is not a party to or bound by
any employment agreement, or collective bargaining or other labor agreement.
4.15 COMPLIANCE WITH LAWS AND REGULATIONS. To the best of their knowledge,
ICE and Shareholder have complied with, and are not in violation of any federal,
state, local or foreign statute, law, rule or regulation with respect to the
conduct of ICE's businesses, which violation might have a material adverse
effect on the business, financial condition or earnings of ICE.
4.16 FINDERS. ICE and Shareholder, and each of them, are not obligated,
absolutely or contingently, to any person for financial advice, a finder's fee,
brokerage commission, or other similar payment in connection with the
transactions contemplated by this Agreement.
4.17 LEASES. Prior to the closing, ICE will furnish INET with a true and
complete list and description of all leases of real property and equipment by
and between ICE and the lessees. Each of said leases are valid and enforceable
in accordance with its terms.
4.18 NATURE OF REPRESENTATION. ICE and Shareholder have taken reasonable
care to ensure that all disclosures and facts are true and accurate and that
there are no other material facts, the omission of which would make misleading
any statement herein. Further, no representation, warranty or agreement made by
ICE and Shareholder in this Agreement or any of the Schedules or any other
Exhibits hereto and no statement made in the Schedules or any such Exhibit,
list, certificate or schedule or other instrument or disclosure furnished by
them in connection with the transactions herein contemplated contains, or will
contain, any untrue statement of a material fact necessary to make any
statement, representation, warranty or agreement not misleading.
4.19 REVERSE STOCK SPLIT. INET, ICE and Shareholder acknowledge and agree
that within sixty (60) days following the closing, or at such earlier time as
same can be effected, INET shall act to cause its Common Stock to be split on a
one (1) share for each two (2) shares outstanding basis.
-7-
Article V
ACCESS TO INFORMATION
5.1 ACCESS TO INFORMATION. ICE and Shareholder shall afford representatives
of INET reasonable access to officers, personnel, and professional
representatives of ICE and to the financial, contractual and corporate records
of ICE as shall be reasonably necessary for INET's investigations and appraisal
of ICE.
5.2 EFFECT OF INVESTIGATIONS. Any such investigation by INET of ICE shall
not affect any of the representations and warranties hereunder and shall not be
conducted in such manner as to interfere unreasonably with the operation of the
business of ICE.
Article VI
CONDITIONS TO OBLIGATIONS OF INET
The obligations of INET under this Agreement are, at the option of INET,
subject to the satisfaction, at and prior to the Closing Date, of the following
conditions:
6.1 FULFILLMENT OF COVENANTS. All the terms, covenants and conditions of
this Agreement to be complied with and performed by ICE at or before the Closing
Date shall have been duly complied with and performed.
6.2 ACCURACY OF REPRESENTATIONS AND WARRANTIES; OTHER, DOCUMENTS. All of
the representations and warranties made by all parties to this Agreement shall
be true as of the Closing Date.
6.3 NO LITIGATION. There shall be no action, proceeding, investigation or
pending or actual litigation the purpose of which is to enjoin or may be to
enjoin the transactions contemplated by this Agreement or which would have the
effect, if successful, of imposing a material liability upon ICE, or any of the
officers or directors thereof, because of this consummation of the transactions
contemplated by this Agreement.
Article VII
CONDITIONS TO OBLIGATIONS OF SHAREHOLDER
The obligations of Shareholder under this Agreement are, at the option of
Shareholder, subject to the satisfaction, at and prior to the Closing Date, of
the following conditions:
7.1 FULFILLMENT OF COVENANTS. All the terms, covenants and conditions of
this Agreement to be complied with and performed by ICE at or before the Closing
Date shall have been duly complied with and performed.
-8-
7.2 ACCURACY OF REPRESENTATIONS AND WARRANTIES; OTHER DOCUMENTS. All of the
representations and warranties made by all parties to this Agreement shall be
true as of the Closing Date.
7.3 NO LITIGATION. There shall be no action, proceeding, investigation or
pending or actual litigation the purpose of which is to enjoin or may be to
enjoin the transactions contemplated by this Agreement or which would have the
effect, if successful, of imposing a material liability upon ICE, or any of the
officers or directors thereof, because of the consummation of the transactions
contemplated by this Agreement.
7.4 INET SHAREHOLDERS' APPROVAL. INET shall have obtained the written
consent of the majority of the holders of all outstanding shares of Common Stock
of INET entitled to vote thereat, wherein said shareholders shall have voted in
favor of (i) the election of those nominees of ICE to act as the directors of
INET, and (ii) approving and ratifying the transactions contemplated by this
Agreement.
Article VIII
CLOSING
8.1 CLOSING DATE. The consummation of the exchange shall take place on
January 31, 2003, 1:45 p.m., at the offices of Xxxxxx X. Xxxxxxx, 0000 Xxxxxxx
Xxxx Xxxx, Xxxxx 000, Xxx Xxxxxxx, Xxxxxxxxxx 00000, or such other time or place
as shall be mutually agreed upon by the parties to this Agreement.
8.2 ACTIONS TO BE TAKEN BY PARTIES ON THE CLOSING DATE. On the Closing
Date, each party shall deliver to the other all documents or agreements provided
or herein to be delivered on the Closing Date.
8.3 OTHER. Between the date hereof and the Closing Date, INET will take no
actions, other than those reasonably required to consummate a closing, without
the prior written consent of ICE.
Article IX
INDEMNIFICATION AND ARBITRATION
9.1 INDEMNIFICATION. Each of the parties agree to indemnify and hold
harmless the other against any and all damages, claims, losses, expenses,
obligations and liabilities (including reasonable attorney's fees) resulting
from or related to any breach of, or failure by each of the parties to perform
any of their representations, warranties, covenants, conditions or agreements in
this Agreement or in any schedule, certificate,, exhibit or other document
furnished, or to be furnished under this Agreement.
-9-
9.2 CLAIMS OF INDEMNIFICATION. Any claim for indemnification pursuant to
this Agreement shall be made in writing and delivered to the other party in
accordance with 12.3 below, and shall specify in reasonable detail the nature
and amount of the claim to the other.
Article X
PAYMENT OF EXPENSES
10.1 EXPENSES . Each party shall bear its own expenses relating to this
transaction.
Article XI
SURVIVAL OF REPRESENTATIONS AND WARRANTIES
11.1 SURVIVAL. All statements contained in the Schedules, any Exhibit or
other instrument delivered by or on behalf of the parties hereto or in
connection with the transactions contemplated by this Agreement shall be deemed
to be representations made by or on behalf of the parties to this Agreement, all
representations, warranties and agreements made by the parties to this Agreement
or pursuant hereto shall survive.
Article XII
GENERAL
12.1 PARTIAL INVALIDITY. If any term or provision of this Agreement or the
application thereof to any person or circumstances shall, to any extent, be
invalid or unenforceable the remainder of this Agreement or the application of
such term or provision to persons or circumstances other than those to which it
is held invalid or unenforceable, shall not be affected thereby, and each such
term and provision of this Agreement shall be valid and be enforced to the
fullest extent permitted by law.
12.2 WAIVER. No waiver of any breach of any covenant or provision herein
contained shall be deemed a waiver of any preceding or succeeding breach
thereof, or of any other covenant or provision herein contained. No extension of
time for performance of any obligation or act shall be deemed and extension of
the time for performance of any other obligation or act.
12.3 NOTICES. All notices or other communications required or permitted
hereunder shall be in writing, and shall be sent by registered or certified
mail, postage prepaid, return receipt requested, and shall be deemed received
upon mailing thereof.
To: International Card Establishment, Inc.
000 Xxxxxxxxx Xxxxx
Xxxxx 0000
Xxxxxx, XX 00000
-10-
To: iINetEvents, Inc.
0000 Xxxxxxxx Xxxx.
Xxxxx 000
Xxxxxxx Xxxxx, XX 00000
cc: Xxxxxx X. Xxxxxxx, Esq.
0000 Xxxxxxx Xxxx Xxxx
Xxxxx 000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Notice of change of address shall be given by written notice in the manner
detailed in this subparagraph 12.3.
12.4 SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and shall
inure to the benefit of the permitted successors and assigns of the parties
hereto.
12.5 PROFESSIONAL FEES. In the event of the bringing of any action or suit
by a party hereto against another party hereunder by reason of any breach of any
of the covenants, agreements or provisions on the part of the other party
arising out of this Agreement, then in that event the prevailing party shall be
entitled to have and recover of and from the other party all costs and expenses
of the action or suit, including actual attorney's fees, accounting fees, and
other professional fees resulting therefrom.
12.6 ENTIRE AGREEMENT. This Agreement is the final expression of, and
contains the entire agreement between, the parties with respect to the subject
matter hereof and supersedes all prior understandings with respect thereto. This
Agreement may not be modified, changed, supplemented or terminated, nor may any
obligations hereunder be waived, except by written instrument signed by the
party to be charged or by his agent duly authorized in writing or as otherwise
expressly permitted herein. The parties do not intend to confer any benefit
hereunder on any person, firm or corporation other than the parties hereto.
12.7 TIME OF ESSENCE. The parties hereby acknowledge and agree that time is
strictly of the essence with respect to each and every term, condition,
obligation and provision hereof and that failure to timely perform any of the
terms, conditions, obligations or provisions hereof by either party shall
constitute a material breach of and non-curable (but waivable) default under
this Agreement by the party so failing to perform.
12.8 CONSTRUCTION. Headings at the beginning of each paragraph and
subparagraph are solely for the convenience of the parties and are not a part of
the Agreement. Whenever required by the context of this Agreement, the singular
shall include the plural and the masculine shall include the feminine. This
Agreement shall not be construed as if it had been prepared by one of the
parties, but rather as if both parties had prepared the same. Unless otherwise
indicated, all references to paragraphs and subparagraphs are to this Agreement.
In the event the date on which any party is required to take any action under
the terms of this Agreement is not a business day, the action shall be taken on
the next succeeding day.
-11-
12.9 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be an original and all of which taken together
shall constitute one instrument.
12.10 GOVERNING LAW. The parties hereto expressly agree that this Agreement
shall be governed by, interpreted under, and construed and enforced in
accordance with the laws of the State of California.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day first above here written.
Dated: January 16, 2003 INETEVENTS, INC.
By: /s/ XXXXXXX XXXXXXX
_______________________________
Xxxxxxx Xxxxxxx, President
Dated: January 16, 2003 INTERNATIONAL CARD ESTABLISHMENT, INC.
By: /s/ XXXXXXXX XXXXXX
_______________________________
Xxxxxxxx Xxxxxx, President
-12-
