CLOSING MEMORANDUM OF THE AGREEMENT AND PLAN OF REORGANIZATION
BY AND BETWEEN ETHIKA CORPORATION AND TRADEQUEST, INC.
DATED NOVEMBER 27, 2000
This Closing Memorandum is executed this 2rd Day of April, 2001 by the
former and current Board Member of Tradequest International, Inc., f.k.a. Ethika
Corporation (Ethika) and Tradequest, Inc. (Tradequest) with reference to the
Agreement and Plan of Reorganization (the Reorganization Agreement) entered into
by Ethika and Tradequest on or about November 27, 2000.
Ethika and Tradequest agree and confirm that the following acts have
occurred in satisfaction of the performance required by the Reorganization
Agreement :
1. The Letter of Intent dated September 13, 2000 attached hereto as Exhibit A,
was executed by Xxxxxx and Tradequest:
2. On November 3, 2000, the non-refundable deposit of $50,000 required by the
Letter of Intent was delivered to Ethika by Tradequest;
3. On November 27, 2000, Xxxxxx and Tradequest executed the Consent in Lieu of
a Meeting of the Board of Directors of Ethika Corporation and the Agreement
and Plan of Reorganization attached hereto as Exhibits B and C;
4. On November 28, 2000, Ethika redeemed 5,000,000 shares of its common stock
for $55,000 pursuant to the Stock Purchase Agreement attached hereto as
Exhibit D;
5. On December 1, 2000, Ethika, Tradequest and Fond Mondial D'Investissement
executed the Indemnity Agreement attached hereto as Exhibit E;
6. On March 3, 2001, Xxxxxx and Tradequest executed the Memorandum of
Amendment to the Agreement and Plan of Reorganization attached hereto as
Exhibit F;
7. On March 8, 2001, $50,000 of the $300,000 due and payable to Ethika was
paid by Tradequest, the source of which is described by Tradequest in the
memorandum attached hereto as Exhibit G;
8. On March 27, 2001, $200,000 of the $250,000 remaining due and payable to
Ethika was paid by Tradequest; the source of which is described by
Tradequest in the memorandum attached hereto as Exhibit G;
10. On March 30, 2001, Tradequest delivered the Tradequest Shareholder
Subscription Agreements for 2,000,000 post split shares of the Tradequest
International, Inc, attached hereto as Exhibits H1 to H12;
11. On April 3, 2001, in satisfaction of the $30,000 remaining due and payable
to Xxxxxx, Xxxx Xxxxxx delivered to Xxxxxx Xxxxxxxxx and Xxxxxx Xxxxxxx,
the two promissory notes in the principal amount of $15,000 each payable on
or before September 30, 2001attached hereto as Exhibits I and J;
12. On April 2, 2001, $20,000 of the $50,000 remaining due and payable to
Ethika was paid by Tradequest; the source of which is described by
Tradequest in the memorandum attached hereto as Exhibit G;
13. On April 3, 2001, Xxxxxx filed the Articles of Amendment with the
Mississippi Secretary of State attached hereto as Exhibit K;
14. On April 3, 2001, Xxxxxx filed the Notice of Corporate Action regarding the
Name Change and reverse split with the OTC Bulletin Board and Corporate
Stock Transfer effective April 9. 2001 as attached hereto as Exhibit L;
15. On April 3, 2001, Xxxxxx Xxxxxxxxx paid the $200,000 required by the
Indemnity Agreement to Fond Mondial D'Investissement; and
16. On April 23, 2001, the Board of Directors authorized the issuance of three
times the number of shares to the Tradequest shareholders so that the
Tradequest shareholders will own not less than 80% of the outstanding
shares following the rounding to the next highest multiple of fifty shares
as settlement of positions following the reverse split.
17. On April 23rd, 2001, Xxxxxx Xxxxxxxxx issued instructions to the transfer
agent to issue the Tradequest Exchange Shares.
The undersigned hereby certify that all terms and conditions of the
Reorganization Agreement have satisfied and the transaction is hereby closed as
of April 10, 2001.
/s/ Xxxxxx Xxxxxxxxx /s/ Xxxxxx Xxxxxxx
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Xxxxxx Xxxxxxxxx Xxxxxx Xxxxxxx
Former Ethika Director Former Ethika Director
/s/ Xxxx X. Xxxxxxx /s/ Xxxxxxxxx X. Xxxxxx
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Xxxx X. Xxxxxx, Director Xxxxxxxxx X. Xxxxxx, Director
Tradequest International, Inc. Tradequest International, Inc.
/s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx, Director
Tradequest International, Inc.
