EXHIBIT 10(c)
SHARE ACQUISITION AGREEMENT
This Share Acquisition Agreement (the "AGREEMENT") is made and entered into by
and between SOLVIS GROUP, INC., a Nevada Corporation ("QPI"), IMAGING
TECHNOLOGIES CORPORATION, a Delaware corporation ("ITEC"), and XXXX XXXXXXXXX,
an adult individual ("XX. XXXXXXXXX") (each referred to herein as a "Party" and
together referred to as the "Parties"), and is based upon the following
Recitals:
R E C I T A L S
================================================================================
A. On November 28, 2000 QPI and ITEC entered into a letter of intent
regarding a certain share acquisition transaction (the "TRANSACTION"),
which was followed by the execution of a definitive agreement, made and
entered into by ITEC and QPI on December 11, 2000 (the "DEFINITIVE
AGREEMENT"). The Definitive Agreement contemplated the Transaction,
which called for ITEC to assume the then current liabilities of QPI in
exchange for QPI issuing to ITEC thirty seven million five hundred
thousand (37,500,000) shares of restricted QPI common stock. Effective
September 14, 2001, QPI, ITEC and Xxxx Xxxxxxxxx entered into a
Settlement Agreement and Mutual General Release (the "Settlement
Agreement"), which contemplated the Transaction on different terms.
B. As of the date of this Agreement, the Transaction contemplated in the
Definitive Agreement and in the Settlement Agreement has not closed.
C. The Parties have decided to amicably terminate the Definitive Agreement
and the Settlement Agreement and to consummate the Transaction on the
terms set forth herein.
NOW, THEREFORE, in consideration of the foregoing premises and the
mutual promises and covenants recited, and for other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Parties, intending to be legally bound,
agree as follows:
A G R E E M E N T
================================================================================
1. TERMS OF SHARE ACQUISITION.
1.1 ACQUISITION OF QPI SHARES. At the Closing, ITEC shall be
issued one hundred ten million (110,000,000) restricted shares
of QPI common stock (the "QPI SHARES").
1.2 LIQUIDATION OF DEBT. ITEC shall be responsible to liquidate
the trade liabilities of QPI as of the Closing (the "QPI
LIABILITIES"), up to a maximum of two hundred thousand dollars
($200,000) to the satisfaction of the respective creditors of
QPI to whom such liabilities are owed. ITEC shall also convey
to QPI twelve million five hundred thousand (12,500,000)
shares of ITEC common stock (the "ITEC SHARES") to be used by
QPI to retire the convertible debentures referred to in
Section 5, below. The number of ITEC Shares shall be adjusted
for any stock splits, reverse splits, stock consolidations or
similar events that occur after the date this Agreement is
signed and before the ITEC Shares are issued.
1.3 FORGIVENESS OF DEBT. As of the Closing, ITEC shall forgive all
current debt owed to it by QPI, and QPI shall forgive all
current debt owed to it by ITEC.
2. TERMINATION OF THE DEFINITIVE AGREEMENT AND THE SETTLEMENT AGREEMENT.
By their execution and delivery of this Agreement, the Parties mutually
terminate the Definitive Agreement and the Settlement Agreement,
effective this date, and forever disclaim any rights, interests or
claims which any Party had resulting from or arising out of the
Definitive Agreement or the Settlement Agreement, or in any way
relating or concerning the representations made, actions or omissions
to act of the Parties (or any of them) or any other matters in any way
relating to the Definitive Agreement or the Settlement Agreement. No
Party shall have any right, duty or obligation to perform under any of
the terms of the Definitive Agreement or the Settlement Agreement, or
any one or more of them, or shall have any duties or obligations to any
other Party arising out of or relating to the Transaction, except for
the performance of the terms expressly set forth in this Agreement.
1
3. FIRST RIGHT OF REFUSAL. QPI agrees that, for a period of five (5) years
commencing on the date of execution of this Agreement, (i) no other
shares of QPI common stock, above and beyond the QPI Shares, shall be
sold for the purpose of capital raising without ITEC having the first
right of refusal to purchase any number of shares of QPI common stock
up to the number which the third party is offering to purchase on the
same terms as offered by the third party; and no sale or issuance of
QPI common stock in excess of five percent (5%) of the then total
issued and outstanding shares shall be done for any purpose without
ITEC having the first right of refusal to purchase additional shares of
QPI common stock, at the price equal to the consideration being
received by QPI for the shares to be issued (but in no case more than
the then current market price) in such number to maintain its
percentage ownership of the then total issued and outstanding shares.
Such first right of refusal must be exercised within ten (10) business
days of notice being delivered to ITEC regarding another entity or
individual's interest in purchasing shares of QPI common stock or of
QPI's intent to otherwise issue shares of QPI common stock.
4. DISTRIBUTION AGREEMENT. QPI and ITEC shall enter into a Non-Exclusive
Distribution Agreement (the "DISTRIBUTION AGREEMENT"), substantially in
the form attached hereto as Exhibit A, in which QPI shall grant to ITEC
a non-exclusive license to advertise, market, sell and distribute QPI's
PHOTOMOTION IMAGES(TM) products.
5. QPI DEBENTURES. As part of the Definitive Agreement and the Settlement
Agreement, ITEC was responsible for the assumption of certain
debentures issued by QPI (the "DEBENTURES") and held by certain
debenture holders (the "DEBENTURE HOLDERS"). As this Settlement
Agreement confirms the amicable termination of the Definitive Agreement
and the Settlement Agreement, QPI will now retain all liability
associated with the settling of the Debentures. QPI shall use the ITEC
Shares to retire the Debentures and associated accrued interest. QPI
has entered into releases with the Debenture Holders, which are
attached hereto as Exhibits B, C, D, E, and F, and which will be
affirmed in writing prior to the Closing.
6. ITEC shall reimburse Mr. Capezutto or pay on his behalf up to
Forty-five thousand dollars ($45,000.00) for the costs associated with
returning to QPI his paychecks which have not been cashed and filing
related amended income tax returns. Such payment on the behalf of Mr.
Capezutto to the IRS or other tax authorities shall be made as required
by said entity.
7. SHAREHOLDER VOTE. Insofar as may be necessary under applicable law,
either (a) a meeting of the shareholders of QPI for the special purpose
of approving the transactions contemplated by this Agreement shall be
promptly scheduled; or (b) the Articles of Incorporation and/or the
Bylaws of QPI shall be appropriately amended to eliminate the
requirement for such approval. In either case, Xx. Xxxxxxxxx hereby
agrees to vote all of his QPI shares and all shares to which he has
control or voting rights in favor of approval of the transactions
contemplated by this Agreement or in favor of any appropriate amendment
to the Articles of Incorporation and/or the Bylaws of QPI.
8. CONTINUING COVENANTS OF THE PARTIES. By their execution and delivery of
this Agreement, the Parties each hereby covenant and agree that they
shall at all times conduct themselves as follows:
(a) Each Party shall treat and maintain all Confidential
Information (as hereafter defined) belonging to the other
Party, and which was obtained through the Agreements or
otherwise, in complete confidence, and shall not disclose,
divulge or disseminate any of such Confidential Information,
nor provide any oral or written summaries, extracts, excerpts
or compilations thereof, for any purpose or to any person,
without the prior written consent of the Party to which the
information originated, which consent need not be given; for
purposes of this Agreement, the term "CONFIDENTIAL
INFORMATION" shall mean information of competitive advantage
and/or value to the Party it originates from which is not part
of the public domain and not generally known in the trade, and
which may give the Party an advantage over its competitors who
do not know or use such information, including, without
limitation, information concerning practices, business
policies, pricing structures, information concerning existing
or prospective customers, business development policies and
strategies, vendor relationships and agreements, internal
corporate matters, trade secrets and generally private
information concerning the business, operations, financial
condition, growth and development, or future prospects of the
Party;
2
(b) Neither Party shall make any public release or filing
concerning this Settlement Agreement or the transactions
contemplated hereby without prior approval of other Party. If
no response is received from the Party of whom response is
requested within three (3) business days of receipt, then
right to publish such release or filing shall be deemed given.
9. GENERAL RELEASE OF CLAIMS BY THE PARTIES. As further consideration for
this Agreement and the termination of the Definitive Agreement and the
Settlement Agreement, each Party hereby releases and discharges the
other Party, and its own and the other Party's respective officers,
directors, employees, partners, attorneys, consultants, agents,
representatives and assigns, and their insurance companies, and each
and all of them, of and from any and all obligations, liabilities,
guarantees, actions, causes of action, damages, judgments, executions,
debts, costs, expenses, attorney fees, taxes, liens, notes, securities,
stocks, bonds, investments, claims, and demands whatsoever under the
laws of the State of California, and of any other state of the United
States and/or the United States of America and the laws of any other
nation, country, territory or jurisdiction, arising out of or resulting
from the Transaction, the Definitive Agreement and/or the Settlement
Agreement, from the beginning of time to and including the effective
date of this Agreement, except as expressly and specifically set forth
in this Agreement.
CIVIL CODE SECTION 1542 WAIVER. It is further understood and agreed
that each Party specifically and expressly waives any and all rights under
Section 1542 of the California Civil Code, or any analogous federal, state or
municipal law, rule, regulation or ordinance. Section 1542 provides as follows:
CERTAIN CLAIMS NOT AFFECTED BY GENERAL RELEASE
----------------------------------------------
"A general release does not extend to claims which the creditor does not know or
suspect to exist in his favor at the time of executing the Release, which if
known by him, must have materially effected his settlement with the debtor."
10. ATTORNEYS FEES AND COSTS. The Parties agree that each will bear their
own costs and attorneys' fees incurred in connection with the
preparation, execution and delivery of this Agreement, and the
performance of their respective obligations contained herein, except as
otherwise expressly stated in this Agreement.
11. REPRESENTATIONS AND WARRANTIES OF QPI. QPI hereby represents and
warrants to ITEC, as of the date hereof, the following:
11.1 QPI is a corporation duly organized and validly existing under
the laws of the State of Nevada, and has full power and
authority to enter into, execute and perform this Agreement
which, once executed by QPI, shall be the valid and binding
obligation of QPI, enforceable against it by any court of
competent jurisdiction in accordance with their respective
terms;
11.2 The individuals signing this Agreement on behalf of QPI are
the duly elected executive officers of QPI as so indicated,
and have full power and authority to enter into and execute
this Agreement for and on behalf of QPI;
11.3 QPI is not bound by or subject to any contract, agreement,
court order or judgment, administrative ruling, law,
regulation or any other item which prohibits or restricts QPI
from entering into and performing this Agreement in accordance
with the terms herein, or requiring the consent of any third
party prior to the entry into or performance of this Agreement
in accordance with the terms herein by QPI.
11.4 QPI has obtained, and at or prior to the execution of this
Agreement delivered to the other Party (or, if it cannot be
obtained and delivered by execution of this Agreement, then
within five (5) days after its execution by QPI it shall
provide to ITEC), written authorizations of the Board of
Directors of QPI consenting to all of the transactions, terms
and conditions contemplated by and included in this Agreement;
11.5 QPI has the legal and corporate capability to enter into,
execute and fully perform each transaction, agreement and
undertaking set forth in or contemplated by this Agreement as
of the date hereof, and shall continue to have the same
throughout the entirety of this Agreement; and
3
11.6 With respect to the shares of QPI common stock to be delivered
under Section 2.1(b) above, QPI hereby represents and warrants
that it has filed all reports and other documents required to
be filed by the SEC, the NASD and any state securities
administration, and it shall continue to timely file and
maintain such documents in order for investors in the QPI
Shares to be able to make public sales of such shares under
Rule 144 under the Securities Act of 1933; all of such filings
are and will be true and correct when filed, and have not and
will not contain any statement which is false or materially
misleading; and QPI has not received any communication from
any federal or state securities agency which asserts or
indicates that either of the statements made in the preceding
two clauses is untrue.
12. REPRESENTATIONS AND WARRANTIES OF ITEC. ITEC hereby represents and
warrants to QPI, as of the date hereof as follows:
12.1 ITEC is a corporation duly organized and validly existing
under the laws of the State of Delaware, and has full power
and capacity to enter into, execute and perform this Agreement
which, once executed by ITEC, shall be the valid and binding
obligation of ITEC, enforceable against each of them by any
court of competent jurisdiction in accordance with their
respective terms; and
12.2 the individuals signing this Agreement on behalf of ITEC are
the duly elected executive officers of ITEC as so indicated,
and have full power and authority to enter into and execute
this Agreement for and on behalf of ITEC;
12.3 ITEC is not bound by or subject to any contract, agreement,
law, court order or judgment, administrative ruling,
regulation or any other item which prohibits or restricts ITEC
from entering into and performing this Agreement in accordance
with the terms herein, or requiring the consent of any third
party prior to the entry into or performance of this Agreement
in accordance with the terms herein by ITEC;
12.4 ITEC has obtained, and at or prior to the execution of this
Agreement delivered to the other Party (or, if it cannot be
obtained and delivered by execution of this Agreement, then
within five (5) days after its execution by ITEC it shall
provide to QPI), written authorizations of the Board of
Directors of ITEC consenting to all of the transactions, terms
and conditions contemplated by and included in this Agreement;
12.5 ITEC has the legal and corporate capability to enter into,
execute and fully perform each transaction, agreement and
undertaking set forth in or contemplated by this Agreement as
of the date hereof, and shall continue to have the same
throughout the entirety of this Agreement;
12.6 with respect to the QPI Shares being acquired by ITEC:
(a) ITEC is acquiring the QPI Shares for its own account,
and not with a view toward the subdivision, resale,
distribution, or fractionalization thereof; ITEC has
no contract, undertaking, or arrangement with any
person to sell, transfer, or otherwise dispose of the
QPI Shares (or any portion thereof hereby subscribed
for), and has no present intention to enter into any
such contract, undertaking, agreement or arrangement;
(b) this subscription for Shares by ITEC is not the
result of any form of general solicitation or general
advertising;
(c) ITEC hereby acknowledges that: (i) the offering of
the QPI Shares was made only through direct, personal
communication between ITEC and QPI; (ii) ITEC has had
full access to material concerning QPI's planned
business and operations, which material was furnished
or made available to ITEC by officers or
representatives of QPI; (iii) QPI has given ITEC the
opportunity to ask any questions and obtain all
additional information desired in order to verify or
supplement the material so furnished; and (iv) ITEC
understands and acknowledges that a purchaser of the
QPI Shares must be prepared to bear the economic risk
4
of such investment for an indefinite period because
of: (A) the heightened nature of the risks associated
with an investment in QPI due to its status as an
early-stage company, including without limitation the
risk of loss of the entire amount of their
investment; and (B) illiquidity of the QPI Shares due
to the fact that (1) the QPI Shares have not been
registered under the Securities Act of 1933 (the
"ACT") or any state securities act (nor passed upon
by the SEC or any state securities commission), and
(2) the QPI Shares may not be registered or qualified
by ITEC under federal or state securities laws solely
in reliance upon an available exemption from such
registration or qualification, and hence such Shares
cannot be sold unless they are subsequently so
registered or qualified, or are otherwise subject to
any applicable exemption from such registration
requirements; and (3) substantial restrictions on
transfer of the QPI Shares, as set forth by legend on
the face or reverse side of every certificate
evidencing the ownership of the QPI Shares;
(d) ITEC is an "accredited investor" as such term is
defined in Rule 501 of Regulation D promulgated by
the Securities and Exchange Commission under the Act,
or, if ITEC is non-accredited, then it has sufficient
business expertise and sophistication so as to be
able to make a determination concerning the relative
risks and merits of an investment in the securities,
and has a pre-existing business or personal
relationship with at least one of the shareholders,
directors or executive officers of QPI;
(e) ITEC has received material concerning QPI's planned
business and operations and carefully read it; the
decision to make an investment in the QPI Shares has
been taken solely in reliance upon the information
contained such materials, and such other written
information supplied by an authorized representative
of QPI as ITEC may have requested; ITEC acknowledges
that all documents, records and books pertaining to
this investment have been made available for
inspection by ITEC, its attorneys, accountants and
purchaser representatives upon request prior to
tendering this Settlement Agreement, and that it has
been informed by QPI that the books and records of
QPI will be available for inspection by ITEC or its
agents and representatives at any time, and from time
to time, during reasonable business hours, upon
reasonable notice and upon the signing of a
Confidentiality Agreement between ITEC and QPI; ITEC
further acknowledges that it (or its advisors, agents
and/or representatives) has had a reasonable and
adequate opportunity to ask questions of and receive
answers from QPI concerning the terms and conditions
of this subscription, the nature of the QPI Shares
and the business and operations of QPI, and to obtain
from QPI such additional information, to the extent
possessed or obtainable without unreasonable effort
or expense, as is necessary to verify the accuracy of
the information contained in the materials provided
by QPI; all such questions have been answered by QPI
to the full satisfaction of ITEC; ITEC is not relying
upon any oral information furnished by QPI or any
other person in connection with his investment
decision, and in any event, no such oral information
has been furnished to ITEC which is in any way
inconsistent with or contradictory to any information
contained in the materials provided to ITEC by QPI in
writing as described above;
(f) ITEC understands and acknowledges that the QPI Shares
will be unsecured by QPI or any other person, and
non-recourse to any shareholder, officer, director,
employee, agent or representative of QPI; and
(g) ITEC has been advised to consult with an attorney
regarding all legal matters concerning the purchase
and ownership of the QPI Shares, and with a tax
advisor regarding the tax consequences of purchasing
such Shares.
5
12.7 With respect to the shares of ITEC common stock to be
delivered under Section 2.1(g) above, ITEC hereby represents
and warrants that it has filed all reports and other documents
required to be filed by the SEC, the NASD and any state
securities administration, and it shall continue to timely
file and maintain such documents in order for investors in the
ITEC Shares to be able to make public sales of such shares
under Rule 144 under the Securities Act of 1933; all of such
filings are and will be true and correct when filed, and have
not and will not contain any statement which is false or
materially misleading; and ITEC has not received any
communication from any federal or state securities agency
which asserts or indicates that either of the statements made
in the preceding two clauses is untrue.
13. CLOSING AND CONDITIONS TO CLOSING. The transactions contemplated by
this Agreement shall be closed no later than thirty (30) days from the
date of the last signature on this Agreement at the offices of ITEC
(the "Closing"). Prior to the Closing, all of the following shall have
occurred or the requirement for their occurrence shall have been waived
in writing by all Parties:
13.1 ITEC shall provide QPI with a certificate, signed by an
officer of ITEC, that all representations and warranties of
ITEC herein are true and correct as of the date of the
Closing.
13.2 QPI shall provide ITEC with a certificate, signed by an
officer of QPI, that all representations and warranties of QPI
herein are true and correct as of the date of the Closing.
13.3 All of the current directors and officers of QPI shall have
provided written resignations of their offices effective upon
election of new directors and officers by a majority of the
holders of the issued and outstanding shares of QPI common
stock after the Closing. Mr. Capezutto shall have agreed in
writing to remain as a member of the management of QPI in a
position other than that of Chief Executive Officer.
13.4 All of the trade debt of QPI and unpaid payroll other than due
to Mr. Capezutto will be reduced to an amount not to exceed
Two hundred thousand dollars ($200,000.00) and all other debt,
including notes payable, debentures and unpaid payroll due to
Mr. Capezutto, with the exception of the tax liabilities
discussed below, will be eliminated through conversion to
equity or otherwise.
13.5 The Federal and State of California income tax liabilities of
QPI, as a company and for the benefit of its past and current
employees, currently in the amount of approximately Six
hundred thousand dollars ($600,000.00), will be settled on
terms that will include a payment plan of all net income of
QPI up Twenty-five thousand dollars ($25,000.00) per month.
ITEC will assist QPI in achieving such a settlement of these
tax liabilities. Discussions regarding the settlement of these
liabilities will have begun within fifteen (15) days of the
date of the last signature to this Agreement.
13.6 QPI will obtain written affirmation of the release of all
liabilities of QPI under the Debentures from each of the
Debenture Holders.
13.7 The total number of shares of QPI common stock issued and
outstanding as of the Closing shall not exceed Twenty million
(20,000,000) shares.
13.8 QPI will have obtained the approval of the transactions
contemplated by this Agreement from its current shareholders.
14. TERMINATION. Either Party may immediately terminate this Agreement upon
the material breach by the non-terminating Party of any agreement,
covenant, representation or warranty contained herein, or (by the
non-affected Party) upon the bankruptcy, insolvency or the filing of
any voluntary or involuntary petition for bankruptcy by or against the
non-terminating Party, or for the appointment of a receiver or the
making of a request for a moratorium or assignment for the benefit of
creditors generally against the non-terminating Party. In the event
that this Agreement shall become terminated by reason of any of the
foregoing circumstances, then the Parties hereby agree and acknowledge
that such termination shall not disturb or unwind the releases of
claims given by each Party to the other Party pursuant to Section 8 of
this Agreement, the full and complete consideration for which was its
entry into in good faith, and willingness to perform the terms hereof
but for the termination of this Agreement by the Party whose actions or
circumstances created the right to terminate this Agreement.
6
15. SUCCESSORS. This Agreement is binding upon and shall inure to the
benefit of the Parties and each Party's respective successors, assigns,
heirs, spouses, agents and personal representatives, enforceable
against each of them in accordance with its terms.
16. ASSIGNMENT. This Agreement may not be assigned in whole or in part, by
either Party, whether by operation of law or by contract, without the
prior, written consent of the other Party, which consent may be given
or withheld in the sole and exclusive discretion of such other Party.
17. ENTIRE AGREEMENT. This Agreement contains the sole and entire agreement
and understanding of the Parties with respect to the entire subject
matter, and any and all prior discussions, negotiations, commitments
and understandings related hereto are merged herein. No
representations, oral or otherwise, express or implied other than those
contained in this Agreement have been made by any Party. No other
agreements not specifically referred to herein, oral or otherwise,
shall be deemed to exist or to bind any of the Parties to this
Agreement.
18. PROVISIONS SEVERABLE. The Parties expressly agree and contract that it
is not the intention of any of them to violate any public policy,
statutory or common laws, rules, regulations, treaties or decisions of
any government or agency thereof. If any section, sentence, clause,
word or combination thereof in this Agreement is judicially or
administratively interpreted or construed as being in violation of any
such provisions of any jurisdiction, such sections, sentences, words,
clauses or combinations thereof shall be inoperative in each such
jurisdiction and the remainder of this Agreement shall remain binding
upon the Parties in each such jurisdiction.
19. WAIVER, MODIFICATION AND AMENDMENT. All waivers hereunder must be made
in a signed writing, and failure by either Party at any time to require
the other Party's performance of any obligation under this Agreement
shall not affect the right subsequently to require performance of that
obligation. Any waiver of a breach or violation of any provision of
this Agreement shall not be construed as a waiver of any continuing or
succeeding breach of such provision or a waiver or modification of the
provision. This Agreement may be modified or amended only by a later
writing signed by all of the Parties.
20. GOVERNING LAW; VENUE. This Agreement shall be governed by and construed
in accordance with the internal laws of the State of California
applicable to the performance and enforcement of contracts made within
such state, without giving effect to the law of conflicts of laws
applied thereby. In the event that any dispute shall occur between the
parties arising out of or resulting from the construction,
interpretation, enforcement or any other aspect of this Agreement, the
parties hereby agree to accept the exclusive jurisdiction of the Courts
of the State of California sitting in and for the County of San Diego.
In the event either Party shall be forced to bring any legal action to
protect or defend its rights under the Agreement, then the prevailing
Party in such proceeding shall be entitled to reimbursement from the
non-prevailing Party of all fees, costs and other expenses (including,
without limitation, the reasonable expenses of its attorneys) in
bringing or defending against such action.
21. TITLES AND CAPTIONS. Paragraph titles and captions contained in this
Agreement are inserted only as a matter of convenience and for
reference and in no way define, limit, extend or describe the scope of
this Agreement or the intent of any provision.
22. COUNTERPART SIGNATURE PAGES. This Agreement may be executed by the
Parties through counterpart signature pages (and not as part of one
document bearing all signatures consecutively), all of which, when
together, shall constitute satisfaction of the signature requirements.
Facsimile signature pages shall also be acceptable.
23. AUTHORITY. The undersigned individuals and/or entities execute this
Agreement on behalf of their respective parties, and represent and
warrant that said individual and/or entities are authorized to enter
into and execute this Agreement on behalf of such Parties, that the
appropriate corporate resolutions or other consents have been passed
and/or obtained (if necessary), and that this Agreement shall be
binding on the Party on whose benefit they are executing this
Agreement.
7
24. NOTICES. All notices, requests, demands and other communications to be
given hereunder shall be in writing and shall be deemed to have been
duly given on the date of personal service or transmission by fax if
such transmission is received during the normal business hours of the
addressee, or on the first business day after sending the same by
overnight courier service or by telegram, or on the third business day
after mailing the same by first class mail, or on the day of receipt if
sent by certified or registered mail, addressed as set forth below, or
at such other address as any Party may hereafter indicate by notice
delivered as set forth in this Section 24:
If to QPI:
Quick Pix, Inc.
0000 Xxxxxxx Xxxxx, Xxxxx X
Xxxxx Xxxx, XX 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
Attn: Xxxx Xxxxxxxxx, CEO
If to ITEC:
Imaging Technologies Corporation
00000 Xxxxxxxxxx Xxxxx
Xxx Xxxxx, XX 00000
Tel: 000-000-0000
Fax: 000-000-0000
Attn: Xxxxx Xxxxx, CEO and President
If to Xx. Xxxxxxxxx:
Xx. Xxxx Xxxxxxxxx
0000 Xxxxxxx Xxxxx, Xxxxx X
Xxxxx Xxxx, XX 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
25. SURVIVAL. Notwithstanding anything to the contrary, the obligations of
the Parties under Sections 2, 8, 9, 14, and 24 above, and this Section
25, shall survive the termination of this Agreement.
IN WITNESS WHEREOF, the parties hereto have set forth their hand as of
the date and year first above written.
IMAGING TECHNOLOGIES CORPORATION
By: /s/ Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxx
Xx. Vice President, General Counsel
Dated: June 12, 2002
SOLVIS GROUP, INC.
By: /s/ Xxxx Xxxxxxxxx
Xxxx Xxxxxxxxx
CEO
Dated: June 12, 2002
XXXX XXXXXXXXX
/s/ Xxxx Xxxxxxxxx
Xxxx Xxxxxxxxx
Dated: June 12, 2002
8
