ACQUISITION AGREEMENT
AGREEMENT dated 10th December 1999 ("the Agreement"), by, between
and among XX0XXX.XXX INC, a company incorporated under the laws
of the state of Delaware (herein referred to as CI4NET), the
persons listed on Exhibit A attached hereto and made a part
hereof, being all of the shareholders and executive officers of
CI4NET (hereinafter referred to as "MANAGEMENT"); MSK INDUSTRIES
INC, a company incorporated under the laws of Delaware
(hereinafter referred to as "MSK "); and the persons listed on
Exhibit "A" attached hereto and made a part hereof, (hereinafter
referred to as the "SELLERS").
WHEREAS, the SELLERS own a total of 2,238,400 shares of common
stock, $000.1 par value, of MSK , said shares being 100% of the
issued and outstanding common stock of MSK .
WHEREAS, the SELLERS desire to sell and CI4NET desires to
purchase one hundred (100%) percent of such shares.
NOW, THEREFORE, in consideration of the mutual convenants,
agreements, representations and warranties herein contained, the
parties hereby agree as follows:
1. Purchase and Sale - The SELLERS hereby agree to sell,
transfer, assign and convey to CI4NET and CI4NET hereby agrees to
purchase and acquire from the SELLERS, a total of 2,238,400
shares of common stock of MSK , which equates one hundred percent
(100%) percent of all of MSK 's currently issued and outstanding
common stock (the MSK Common Shares"), in a tax-free
stock-for-stock acquisition.
2. Purchase Price - The aggregate purchase price to be paid by
CI4NET for the MSK Common Shares shall be 2,238,400 post-reverse
split shares of CI4NET $0.001 par value voting common stock (the
"CI4NET Common Shares"). The CI4NET Common Shares will be issued
to the individual SELLERS in accordance with Exhibit "A-1"
attached hereto.
3. Warranties Representations and Covenants of MSK and MSK
PRINCIPALS - In order to induce CI4NET to enter into this
Agreement and to complete the transaction contemplated hereby,
MSK and its principal executive officers (hereinafter referred
to as the "MSK PRINCIPALS", jointly and severally warrant and
represent to CI4NET that:
(a) Organization and Standing MSK is a corporation duly
organized, validly existing and in a good standing under the
laws of the State of Delaware, is qualified to do business as
foreign corporation in every other state or jurisdiction in
which it operates to the extent required by the laws of such
states and jurisdictions, and has full power and authority to
carry on its business as now conducted and to own and operate
its assets, properties and business. Attached hereto as
Exhibit "B" are true and correct copies of MSK 's Certificate
of Incorporation, amendments thereto and all current \by-laws
of MSK . No changes thereto will be made in any of theExhibit
"B" documents before the closing. MSK has no subsidiaries
except as listed or any investments or ownership interests in
any corporation, partnership, joint venture or other business
enterprise which is material to its business.
(b) Capitalization As of the Closing Date of MSK 's entire
authorized equity capital consists of 25,000,000 shares of $0.001
par value, of which 2,238,400 shares of Common Stock will be
outstanding as of the Closing. As of the Closing Date, there
will be no other voting or equity securities authorized or
issued, nor any authorized or issued securities convertible into
voting stock, and no outstanding subscriptions, warrants, calls,
options, rights, commitments or agreements by which MSK or the
SELLERS are bound, calling for the issuance of any additional
shares of common stock or any other voting or equity security,
except as set forth in Exhibit "MSK -S", attached hereto. The
2,238,400 issued and outstanding MSK Common Shares to be
transferred by SELLERS constitutes one hundred (100%) percent of
the currently issued and outstanding shares of Common Stock of
MSK , which includes inter-claim, that same percentage of MSK 's
voting power, right to receive dividends, when, as and if
declared and paid, and the right to receive the proceeds of
liquidation attributable to common stock, if any.
(c) Ownership of MSK Shares Each SELLER warrants and
represents, severally, that as of the date hereof, such SELLER is
the sole owner of the MSK Common Shares listed by his or her
name on Exhibit "A-1", free and clear of all liens, encumbrances,
and restrictions whatsoever, except that the MSK Common Shares
so listed have not been registered under the Securities Act of
1933, as amended (the "33 Act"), or any applicable State
Securities laws. By SELLERS' transfer of the MSK Common Shares
to CI4NET pursuant to this Agreement. CI4NET will thereby acquire
100% of the outstanding capital stock of MSK , free and clear of
all liens, encumbrances and restrictions of any nature
whatsoever, except by reason of the fact that the MSK Common
Shares will not have been registered under the '33 Act, or any
applicable State securities laws.
(d) Taxes MSK has filed all federal, state and local income or
other tax returns and reports that it is required to file with
all governmental agencies, wherever situate, and has paid or
accrued for payment all taxes as shown on such returns, such that
a failure to file, pay or accrue will not have a material adverse
effect on MSK . MSK 's income tax returns have never been
audited by any authority empowered to do so.
(e) Pending Actions There are no known material legal actions,
lawsuits, proceedings or investigations, either administrative or
judicial, pending or threatened, against or affecting MSK , or
against the MSK PRINCIPALS that arrive out of their operation of
MSK , except as described in Exhibit "C" attached hereto. MSK
is not knowingly in material violation of any law, material
ordinance or regulation of any kind whatever, including, but not
Inc to laws, rules and regulations governing the sale of its
services, the 33 Act, the Securities Exchange Act of 1934, as
amended (the "34 Act"), the Rules and Regulations of the U.S.
Securities and Exchange Commission ("SEC"), or the Securities
Laws and Regulations of any state or nation.
(f) Government and Regulation MSK holds the licenses and
registrations set forth on Exhibit "D" hereto from the
jurisdictions set forth therein, which licenses and registrations
are all of the licenses and registrations necessary to permit
MSK to conduct its current business. All of such licenses and
registrations are in full force and effect, and there are no
proceedings, hearings or other actions pending that may affect
the validity or continuation of any of them. No approval of any
other trade or professional association or agency of government
other than as set forth on Exhibit "D" is required for any of the
transactions effected by this Agreement, and the completion of
the transactions contemplated by this Agreement will not, in and
of themselves, affect or jeopardize the validity or continuation
of any of them.
(g) Ownership of Assets Except as set forth in Exhibit "E"
attached hereto, MSK has good, marketable title, without any
liens or encumbrances of any nature whatever, to all of the
following, if any; assets, properties and rights of every type
and description, including, without limitation, all cash on hand
and in banks, certificates of deposit, stocks, bonds, and other
securities, good will, customer lists, its corporate name and all
variants thereof, trademarks and trade names, copyrights and
interests thereunder, licenses and registrations, pending
licenses and permits and applications therefor, inventions,
processes, know-how, trade secrets, real estate and interests
therein and improvements thereto, machinery, equipment, vehicles,
notes and accounts receivable, fixtures, rights under agreements
and leases, franchises, all rights and claims under insurance
policies and other contracts of whatever nature, rights in funds
of whatever nature, books and records and all other property and
rights of every kind and nature owned or held by MSK as of this
date, and will continue to hold such title on and after the
completion of the transactions contemplated by this Agreement;
nor, except in the ordinary course of its business, has MSK
disposed of any such asset since the date of the most recent
balance sheet described in Section 3(0) of this Agreement.
(h) No Interest in Suppliers, Customers, Landlords or
Competitors Neither the MSK PRINCIPALS nor any member of their
families have any material interest of any nature whatever in any
supplier, customer, landlord or competitor of MSK .
(i) No Debt Owed by MSK to MSK PRINCIPALS Except as set forth
in Exhibit "F" attached hereto, MSK does not owe any money,
securities, or property to either the MSK PRINCIPALS or any
member of their families or to any company controlled by such a
person, directly or indirectly. To the extent that the MSK
PRINCIPLES may have any undisclosed liability to pay any sum or
property to any such person or equity or any member of their
families such liability is hereby forever irrevocably released
and discharged.
(j) Complete Records All of MSK 's books and records, including,
without limitation, its books of account, corporate records,
minute book, stock certificate books and other records are up-to-
date, complete and reflect accurately and fairly the conduct of
its business in all material respects since its date of
incorporation.
(k) No Misleading Statements or Omissions Neither this Agreement
nor any financial statement, exhibit, schedule or document
attached hereto or presented to CI4NET in connection herewith,
contains any materially misleading statement or omits any fact or
statement necessary to make the other statements or facts therein
set forth not materially misleading.
(l) Validity of this Agreement All corporate and other
proceedings required to be taken by the SELLERS and by MSK in
order to enter into and carry out this Agreement have been duly
and properly taken. This Agreement has been duly executed by the
SELLERS and by MSK , and constitutes the valid and binding
obligation of each of them, enforceable in accordance with its
terms except to the extent Inc by applicable bankruptcy,
reorganization, insolvency, moratorium or other laws relating to
or effecting generally the enforcement of creditors rights. The
execution and delivery of this Agreement and the carrying out of
its purposes will not result in the breach of any of the terms
and conditions of, or constitute a default under or violate, MSK
's Certificate of Incorporation or By-Laws, or any material
agreement, lease, mortgage, bond, indenture, license or other
material document or undertaking, oral or written, to which MSK
or the SELLERS is a party or is bound or may be affected, nor
will such execution, delivery and carrying out violate any law,
rule or regulation or any order, with injunction or decree, of
any court, regulatory agency or other governmental body; and the
business now conducted by MSK can continue to be so conducted
after completion of the transaction contemplated hereby, with MSK
as a wholly owned subsidiary of CI4NET.
(m) Concepts and Approvals: Compliance with Laws Neither MSK
nor the SELLERS are required to make any filing with, or obtain
the consent or approval of, any person or entity as a condition
to the consummation of the transactions contemplated by this
Agreement. The business of MSK has been operated in material
compliance with all laws, rules, and regulations applicable to
its business, including, without limitation, those related to
securities matters, trade matters, environmental matters, public
health and safety, and labor and employment.
(n) Access to Books and Records CI4NET will have full and free
access to MSK 's books during the course of this transaction
prior to Closing, during regular business hours, on reasonable
notice.
(o) MSK Financial Statements Before the Closing, MSK 's
financial statements as of and for the period from inception to
November 30, 1999, will be provided to CI4NET and will be annexed
hereto as Exhibit "G"; the MSK financial statements will
accurately describe MSK 's financial position as of the dates
thereof. The MSK financial statements will have been prepared
in accordance with generally accepted accounting principles in
the United States ("GAAP") (or as permitted by regulation S-X,
S-B, and/or the rules promulgated under the 33 Act and the 34
Act) and for the period from inception to November 30, 1999
audited by independent certified public accountants with SEC
experience.
(p) MSK 's Corporate Summary MSK 's Business Plan, dated
November 1999 (attached hereto as Exhibit "L") accurately
describes MSK 's business assets, proposed operations and
management as of the date thereof; since the date of the
Corporate Plan, there has been no material adverse change in the
Business Plan and no material adverse change in MSK ; provided
that no warranties or representations are made as to any
financial projections.
4. Warranties, representations and Covenants of CI4NET AND
MANAGEMENT OF CI4NET ("MANAGEMENT") In order to induce the
SELLERS and MSK to enter into this Agreement and to complete the
transaction contemplated hereby, CI4NET AND MANAGEMENT jointly
and severally warrant, represent and covenant to MSK and SELLERS
that:
(a) Organization and Standing CI4NET is a corporation duly
organized, validly existing and in good standing under the
laws of the State of Delaware, will be qualified to do
business as a foreign corporation in every other state and
jurisdiction in which it operates to the extent required by
the laws of such states or jurisdictions, and will have full
power and authority to carry on its business as now
conducted and to own and operate its assets, properties and
business. CI4NET has no subsidiaries or any other
investments or ownership interests in any corporation,
partnership, joint venture or other business enterprise.
(b) Capitalization CI4NET's entire authorized equitycapital
consists of 25,000,000 shares of voting common stock, $0.001
par value. As of the Closing, will have issued and
outstanding 23,293,846 shares of voting common stock, $0.001
par value and no shares of preferred stock issued. Upon
issuance, all of the CI4NET Common Stock will be validly
issued, fully paid and non-assessable. The relative rights
and preferences of CI4NET's equity securities are set forth
on the Certificate of Incorporation, as amended and CI4NET's
By-laws (Exhibit "H" hereto). There are no other voting or
equity securities authorized or issued, not any authorized
or issued securities convertible into voting stock, and no
outstanding subscriptions, warrants, calls, options, rights,
commitments or agreements by which CI4NET is bound, calling
for the issuance of any additional shares of common stock or
any other voting or equity security. The By-laws of CI4NET
provide that a simple majority of the shares voting at a
stock holders' meeting at which a quorum is present may
elect all of the directors of CI4NET. Cumulative voting is
not provided for by the By-Laws or Certificate of
Incorporation of CI4NET. Accordingly, as of the Closing the
2,238,400 shares being issued to and acquired by the SELLERS
will constitute 9.6% of the 23,293,846 shares of CI4NET
which will then be issued and outstanding (including all
consulting fees) which includes, inter alia, that same
percentage of CI4NET's voting power (subject to the
provisions regarding cumulative rights), right to receive
dividends, when, as and if declared and paid, and the right
to receive the proceeds of liquidation attributable to
common stock, if any.
(c) Ownership of Shares By CI4NET's issuance of the CI4NET
Common Shares to the SELLERS pursuant to this Agreement, the
SELLERS will thereby acquire good, absolute marketable title
thereto, free and clear of all liens, encumbrances and
restrictions of any nature whatsoever, except by reason of
the fact that such CI4NET shares will not have been
registered under the 33 Act, or any applicable state
securities laws.
(d) Significant Agreements CI4NET is not and will not at
Closing be bound by any of the following:
(i) Employment, advisory or consulting contract
(except as described in Section 12 herein).
(ii) Plan providing for employee benefits of any
nature.
(iii) Lease with respect to any property or equipment.
(iv) Contract of commitments for any current
expanditure.
(v) Contract or commitment pursuant to which it has
assumed, guaranteed, endorsed or otherwise become
liable for any obligation of any other person, firm or
organization.
(vi) Contract, agreement, understanding, commitment
or arrangement either than in the normal course of
business, not set forth in the Agreement or an Exhibit
hereto.
(vii) Agreement with any person relating to the
dividend, purchase or sale of securities, that has not
been settled by the delivery of payment of securities
when due, and which remains unsettled upon the date of
this Agreement.
(e)Taxes CI4NET has filed all federal, state and localincome
or other tax returns and reports that it is required to file
with all governmental agencies, wherever situate, and has
paid all taxes as shown on such returns. All of such
returns are true and complete. CI4NET's income tax returns
have never been audited by say authority empowered to do so.
(f)Absence of Liabilities As of the Closing Date CI4NET will
have no liabilities of any kind or nature, fixed or
contingent, except for the costs, including legal and
accounting fees and other expenses, in connection with this
transaction, for which CI4NET agrees to be responsible and
to pay in full at or before the Closing.
(g)No Pending Actions To the best of management's knowledge,
there are no legal actions, lawsuits, proceedings or
investigations, either administrative or judicial, pending
or threatened against or affecting CI4NET, or against any of
the CI4NET MANAGEMENT and arising out of their operation of
CI4NET. CI4NET has been in compliance with, and has not
received notice of violation of any law, ordinance of any
kind whatever, including, but not Inc to, the 33 Act, the
Rules and Regulations of the SEC, or the Securities Laws and
Regulations of any sale. CI4NET is not an investment company
as defined in, or otherwise subject to regulation under, the
Investment Company Act of 1940. CI4NET is not required to
file reports pursuant to either Section 13 or Section 15 (d)
of the 34 Act.
(h)Corporate Records All of CI4NET's books and records,
including, without limitation, its books of account,
corporate records, minute book, stock certificate books and
other records are up-to-date complete and reflect accurately
and fairly the conduct of its business in all respects since
its date of incorporation; all of said books and records
will be made available for inspection by MSK's authorized
representatives prior to the Closing as provided by Section
4(I) herein, and will be delivered to CI4NET's new
management at the Closing.
(i)No Misleading Statements or Omissions Neither this
agreement nor any financial statement, exhibit, schedule or
document attached hereto or presented to MSK in connection
herewith contains any materially misleading statement, or
omits any fact or statement necessary to make the other
statements or facts therein set forth not materially
misleading.
(j)Validity of this Agreement All corporate and other
proceedings required to be taken by CI4NET in order to enter
into and to carry out this Agreement will have been duly and
properly taken at or before the Closing. This Agreement has
been duly executed by CI4NET, constitutes a valid and
binding obligation of CI4NET enforceable in accordance with
its terms. The execution and delivery of this Agreement and
the carrying out of its purposes will not result in the
breach of any of the terms or conditions of, or constitute a
default under or violate, CI4NET's Certificate of
Incorporation- or By-Laws, or any agreement, lease,
mortgage, bond, indenture, license or other document or
undertaking, oral or written, to which CI4NET is a party or
is bound or may be affected nor will such execution,
delivery and carrying out violate any law, rule or
regulation or any order, writ, injunction or decree of any
court, regulatory agency or other governmental body.
(k)Consents and Approvals, Compliance with Laws Except for
notices to be filed as described in Section 7(a)(v) herein,
neither MSK nor MANAGEMENT is required to make any filing
with, or obtain the consent or approval of, any person or
entity as a condition to the consummation of the
transactions contemplated by this Agreement. The business
of CI4NET has been operated in compliance with all laws,
rules and regulations applicable to its business, including,
without limitation, those related to securities matters,
trade matters, environmental matters, public health and
safety, and labor and employment.
(l)Access to Books and Records MSK and SELLERS will have
fulland free access to MSK 's books and records during the
course of this transaction prior to and at the Closing on
reasonable notice.
(m) CI4NET Financial Statements At or before the Closing,
CI4NET and MANAGEMENT will provide MSK with CI4NET's
audited financial statements for the fiscal year ended
January 31, 1999 which will be audited in accordance with
GAAP by independent certified public accountants with SEC
experience, and which comply with applicable Federal
securities laws and regulations including Regulation S-X.
There will have been no material change in the business,
assets or condition (financial or otherwise) of CI4NET since
the date of such financial statements to the Closing.
(n) CI4NET Financial Condition As of the Closing, CI4NET
will have no assets or liabilities, except as disclosed in
financial statements.
(o)Directors and Shareholders Approval As of the Closing,
CI4NET's Board of Directors and Shareholders, by meeting or
consent shall have properly authorized the matters described
in section 7(a)(iv)herein.
(p)The CI4NET Shares All of the CI4NET Common Shares issued
to SELLERS shall be validly issued, fully-paid
non-assessable shares of CI4NET Common Stock, with full
voting rights, dividend rights, and right to receive the
proceeds of liquidation, if any, as set forth in CI4NET's
Certificate of Incorporation.
5. Term: Indemnification All representations, warranties,
covenants and agreements made herein and in the exhibits attached
hereto shall survive the execution and delivery of this Agreement
and payment pursuant thereto. MANAGEMENT and MSK MANAGEMENT
("management") of both parties to the agreement hereby agree,
jointly and severally, to indemnify, defend, and hold harmless
CI4NET, MSK , and the SELLERS from and against any damage, loss,
liability, or expense (including without limitation, reasonable
expenses of investigation and reasonable attorney's fees) arising
out of any material breech of any representation, warranty,
covenant, or agreement made by MSK MANAGEMENT or management in
this Agreement.
6. Restricted Shares: 1,200,000 of the CI4NET shares to be
issued are free trading shares as per the tax free stock for
stock consideration, the remainder of 1,038,400 CI4NET Common
Shares issued to SELLERS hereunder will be "restricted
securities" as defined in Rule 144 under the 33 Act and each
stock certificate issued to SELLERS hereunder, will bear the
usual restrictive legend to such effect. Appropriate Stop
Transfer instructions will be given to CI4NET '' stock transfer
agent.
7. Conditions Precedent to Closing (a) The obligations of MSK
and the SELLERS under this Agreement shall be and are subject to
fulfillment, prior to or at the Closing, of each of the following
conditions:
(i) That CI4NET's and MANAGEMENT's representations and
warranties contained herein shall be true and correct at the
time of Closing as if such representations and warranties
were made at such time, and MANAGEMENT will deliver an
executed certification confirming the foregoing;
(ii) That CI4NET and MANAGEMENT shall have performed or
complied with all agreements, terms and conditions required
by this Agreement to be performed or complied with by them
prior to or at the time of the Closing;
(iii) That CI4NET's directors and shareholders, by proper
and sufficient vote taken either by consent or at a meeting
duly and properly called and held, shall have properly
approved all of the matters required to be approved by
CI4NET's directors and shareholders, respectively;
(iv) That CI4NET shall have filed the notice of the
reverse split required by Rule 10b-17 under that Act, and
shall have sent notice to its stockholders of the
transactions contemplated herein; and
(v) That CI4NET's Board of Directors, by proper and
sufficient vote, shall have approved this Agreement and the
transactions contemplated hereby; approved the contemplated
reverse split of CI4NET's outstanding Common Stock without
changing either the authorized shares or the par value;
approved the change of CI4NET's corporate name to a name
selected by MSK ; approved the resignation of all of
CI4NET's current directors and the election of up to three
designees of MSK to serve as directors in place of CI4NET's
current directors; and will have approved such other changes
as are consistent with this Agreement and approved by MSK
and CI4NET; and
(b) The obligations of CI4NET and MANAGEMENT under this
Agreement shall be and are subject to fulfillment, prior to
or at the Closing of each of the following conditions:
(i) That MSK 's and SELLERS' representations and warranties
contained herein shall be true and correct at the time of
Closing as if such representations and warranties were made
at such time and MSK and the MSK PRINCIPALS shall deliver
an executed certification confirming the foregoing;
(ii) That MSK and MSK PRINCIPALS shall have performed or
complied with all agreements, terms and conditions required
by this Agreement to be performed or complied with by them
prior to or at the time of Closing; and
(iii) That MSK 's officers will have signed non-compete
clauses in the form attached hereto as Exhibit "J".
8 Termination This Agreement may be terminated at any time
before or at Closing, by;
(a)The mutual agreement of the parties;
(b)Any party if:
(iv) Any legal proceeding shall have been instituted
or shall be imminently threatening to delay, restrain
or prevent the consummation of this Agreement.
Upon termination of this Agreement for any reason, in accordance
with the terms and conditions set forth in this paragraph, each
said party shall bear all costs and expenses as each party has
incurred and no party shall be liable to the other.
9. Exhibits All Exhibits attached hereto are incorporated
herein by this reference as if they were set forth in their
entirety.
10. Miscellaneous Provisions This Agreement is the entire
agreement between the parties in respect of the subject matter
hereof, and there are no other agreements, written or oral, nor
may this Agreement be modified except in writing and executed by
all of the parties hereto. The failure to insist upon strict
compliance with any of the terms, covenants or conditions of this
Agreement shall not be deemed a waiver or relinquishment of such
rights or power at any other time or times.
11. Closing The Closing of the transactions contemplated by this
Agreement ("Closing") shall take place at the offices of Xxxxx X
Xxxxxx, P.C. attorneys for CI4NET, at 1.00 P.M. on the first
business day after the letter of the approval of SELLERS owning
at least 80% of MSK 's Common Stock or the shareholders of CI4NET
approving this Agreement and the matters referred to in section
7(a)(vi) herein, or such other date as the parties hereto shall
mutually agree upon. At the Closing, all of the documents and
items referred to herein shall be exchanged.
12. Prohibited Actions Between the date hereof and the effective
date of the merger, neither Purchaser nor Seller will, except
with the prior written consent of the other:
(a)issue or sell any stock, bonds, or other corporate securities;
(b)incur any obligation or liability (absolute or contingent),
except current liabilities incurred, and obligations under
contracts entered into, other than in the ordinary course of
business;
(c) discharge or satisfy any lien or encumbrance or pay any
obligation or liability (absolute or contingent) other than in
the ordinary course of business;
(d) make any dividend or other payment or distribution to its
shareholders or Purchase or redeem any shares of its capital
stock other than in the ordinary course of business;
(e)mortgage, pledge, create a security interest in, or subject to
lien or other encumbrance any of its assets, tangible or
intangible other than in the ordinary course of business;
(f)sell or transfer any of its tangible assets or cancel any
debts or claims except in each case in the ordinary course of
business other than in the ordinary course of business;
(g)sell, assign, or transfer any trademark, trade name, patent,
or other intangible asset;
(h)waive any right of any substantial value other than in the
ordinary course of business; or
(i) enter into any other transaction other than in the ordinary
course of business.
13. Further Instruments From time to time, as and when requested
by the either of the parties or by its successors or assigns, the
other party will execute and deliver, or cause to be delivered,
all such deeds and other instruments; and will take or cause to
be taken such further or other action as the parties may deem
necessary or desirable in order to vest in and confirm to the
purchaser title to and possession of all its property, rights,
privileges, possessions, and franchises and otherwise to carry
out the intent and purposes of this agreement.
(b) Fees and Commissions: (a) Except as described in this
Section 12, no broker, finder, or other person or entity is
entitled to any free or commission from CI4NET or MSK for
services rendered on behalf of CI4NET or MSK in connection with
the transactions contemplated by this Agreement.
15. Governing Law This Agreement shall be governed by and
construed in accordance with the internal laws of the State of
Delaware.
16. Counterparts This Agreement may be executed in duplicate
facsimile counterparts, each of which shall be deemed an original
and together shall constitute one and the same binding Agreement,
with one counterpart being delivered to each party hereto.
IN WITNESS WHEREOF, the parties hereto have set their hands and
seals as of the date and year above first written.
XX0XXX.XXX INC
By: ____________________________
____________________________
MSK Industries INC
By: ____________________________
