EXHIBIT 10.14
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AGREEMENT FOR PURCHASE
AND SALE OF ASSETS
BY AND AMONG
HOME OFFICE EXPRESS, INC.
AND
IAM GROUP, LTD.
March 27, 2000
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PREPARED by XXXXX & XXXXX
Attorneys for IAM Group, Ltd.
Xxxxxx X. Xxxxx, Esq.
Office & X.X. Xxxxxxx
000 Xxxxx Xxxxx, Xx. 000
Hauppauge. N.Y. 11788
Tel. No. (000) 000-0000
Fax No. (000)000-0000
AGREEMENT FOR PURCHASE AND SALE OF ASSETS
This AGREEMENT is made this 27th day of March 2000 and among Home
Office Express, Inc., ("Home/Office" or "HOMX"), a Nevada Corporation (the
"Buyer"), on the one hand, and IAM Group, Ltd. , a New York corporation, (the
"Company"), International Apparel Manufacturing of New York, Inc., ("IAMNY), a
New York corporation, Guardian Internet Solutions, Inc., ("Guardian") a Florida
corporation, PBA Tour Gear, Inc., ("PBA") a New York corporation, (individually,
a "Subsidiary Corporation" and collectively, the "Subsidiary Corporations") and
Xxxx Xxxxxxxx, Xxxxxx Xxxxxxxx and Xxxxxx Xxxxxx, individuals and shareholders
of the Company (individually, a "Shareholder", collectively, the "Shareholders"
and, together with the Company, and Subsidiary Corporations, the "Sellers"), on
the other hand.
RECITALS
A. WHEREAS, the Shareholders own all of the outstanding capital stock
of the Company; and
B. WHEREAS, the Company, headquartered in New York, New York, is a
Holding Company, whose Subsidiary Corporations conduct the business of
licensing, manufacturing, and distributing proprietary sportswear apparel and
accessories, worldwide, through retailers, wholesalers, catalogs and an online
E-commerce consumer shopping mall, and the Company and Subsidiary Corporations
own or have the right to use certain assets used in the conduct and operation of
their respective businesses; and
C. WHEREAS, the Sellers desire to sell substantially all of the assets
used in the conduct of the businesses conducted by the Company and the
Subsidiary Corporations and to assign certain agreements and/or other rights
held and/or acquired by Sellers in connection with their business, and the Buyer
desires to purchase such assets and to assume certain of such agreements and/or
other rights and liabilities on the terms and conditions set forth herein; and
D. WHEREAS, the Buyer desires to purchase the assets of the Company and
the Sellers desire to sell such assets to the Buyer, upon the terms and subject
to the conditions set forth in this agreement; and
E. WHEREAS, it is the express intent, understanding and agreement of
the parties hereto that (i) Buyer shall acquire the assets and liabilities of
the Sellers except the liabilities, if any, expressly excluded under this
Agreement and (ii) the Buyer shall succeed to the interests of the Sellers and
shall trade as a successor to the Company; and
F. WHEREAS, the transaction(s) contemplated by this Agreement is
contingent upon prior approval by the shareholders and Board of Directors of the
parties
NOW, THEREFORE, in consideration of the foregoing and the respective
covenants and agreements contained, the parties hereby agree as follows:
AGREEMENT
In consideration of the foregoing and the respective representations,
warranties, agreements, conditions and covenants contained in this Agreement and
for other valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Buyer and the Sellers, intending to be legally bound,
hereby agree as follows:
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1. Purchase and Sale of Assets.
1.1. Acquired Assets. Subject to the terms and conditions of
this Agreement, on the Closing Date, March 27, 2000, the Company shall sell,
convey, transfer, assign and deliver to the , Buyer and the Buyer shall purchase
and accept all right, title and interest of the Company in and to, all of the
assets and properties of every kind, directly or indirectly used in, arising
from or relating in any manner to the conduct of the Company and its Subsidiary
Corporations, or otherwise owned or used by the Sellers in the conduct and
operation of the respective businesses, (such assets and properties are
collectively referred to hereinafter as the "Acquired Assets"), including:
(a) all fixtures, rolling stock, vehicles, machinery,
inventory, spare parts, maintenance supplies, equipment, tools, furniture,
phones, office supplies and other items of tangible personal property and assets
used in connection with or in any manner related to the Business (collectively,
the "Personal Property") including, without limitation, all of the right, title
and interest in and to any leases of Personal Property related to the operation
of the Company's and Subsidiary Corporation's businesses and all trucks, and
equipment, used in connection with or in any manner related thereto, that are
owned by the Sellers;
(b) all commercial contracts, licensing agreements,
and non-contract customer accounts;
(c) all operating data, files and records, including,
without limitation. computer sheets, accounting and credit records and customer
lists, customer records, production reports and records, equipment logs,
operating guides and manuals, projections, copies of financial, accounting and
personnel records, correspondence and other similar documents. tapes. disks,
programs or other embodiments of information and/or records of the Company;
(d) the goodwill, going concern value, patents,
patent applications, copyrights, copyright applications, trademarks, trade names
[including, without limitation, the name(s) of the Company and its Subsidiary
Corporations and any abbreviations thereof used at any time in the conduct of
the respective business], trademark applications and service marks (in each case
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whether registered or unregistered) names, logos, phone numbers, applied for or
owned by the Sellers, other intangible personal property and any processes,
inventions and trade secrets (the "Intellectual Property"); with respect to the
name of the Company and its Subsidiary Corporations, Sellers shall execute and
deliver at the Closing an agreement, in form and substance satisfactory to
Buyer, granting to Buyer the sole and exclusive right and license to utilize, at
Buyer's election and in any manner as Buyer shall deem appropriate, the name of
the Company and its Subsidiary Corporations in connection with the business to
be carried on by Buyer;
(e) all exclusive long term licensing agreements with
the Professional Bowlers Association (PBA) to manufacture and distribute apparel
and accessories under the label of "PBA Tour Gear");
(f) all rights, if any, to non-exclusive licensing
agreements with the National Football League to manufacture and distribute
apparel and accessories under the label "Pro Star Inc.", "Pro Star Athletic",
"Big Time Player" and "Star Player", as more specifically described in paragraph
4.14 below. The Buyer has received a copy of a Joint Venture Agreement between
the Company and Pro Star Athletic of Florida, LLC, wherein the Company has a 50%
interest in Pro Star Athletic Inc., a New York corporation.
(g) all rights and claims against third parties in
respect of the Acquired Assets or the operation of the business of the Company
or its Subsidiary Corporations including, without limitation, all rights under
express or implied warranties from suppliers to the Company and all other
claims, rebates, payments from vendors and refunds;
(h) all other assets and properties owned, utilized
or held for use by the Company, whether tangible or intangible, real or
personal.
2. Sale at Closing Date.
2.1 At Closing, good and marketable title to the Acquired
Assets will be conveyed to the Buyer by the Company subject to existing
mortgages, claims, pledges, liens, charges, security interests, limitations,
exceptions, restrictions, or other encumbrances of any kind (collectively
"Liens").
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2.2 The sale, transfer, assignment and delivery by the Sellers
of the purchased assets to the buyer shall be effected on the Closing Date by
deeds, bills of sale, endorsements, assignments and other instruments of
transfer and conveyance reasonably satisfactory in form and substantive to
counsel for Buyer.
2.3. The closing of the purchase and sale of the Acquired
Assets (the "Closing") shall be held at 10:00 am. New York time on March 27,
2000,or on such other date or time as is mutually agreed by the parties hereto
(the "Closing Date"), at the offices Xxxxx & Xxxxx.
2.4. At the Closing, the Sellers will deliver to the Buyer the
various certificates, instruments. and documents referred to in Article 7 hereof
the Buyer will deliver to the Sellers the various certificates, instruments, and
documents referred to in Article 8 hereof and the Buyer will deliver to the
attorneys for Sellers the Purchase Price in accordance with Section 3 hereof.
3. Purchase Price.
3.1 The purchase price for the Acquired Assets shall be
11,000,000 common shares of HOMX $.001 par value, (the "Purchase Price"). On the
Closing Date, the Buyer shall transfer to the shareholders, stock certificates
totaling 11,000,000 common shares of HOMX in accordance with the schedule
annexed hereto as Schedule 3.1
4. Representations and Warranties of the Sellers.
4.1 The Sellers jointly and severally represent and warrant to
the Buyer that the statements contained in this Article 4: (i) are true, correct
and complete as of the date of this Agreement, except for those which are
expressly required herein to be true, correct and complete only as of the
Closing Date; (ii) will be true, correct and complete as of the Closing Date;
(iii) shall be unaffected by any investigation heretofore or hereafter made by
Buyer.
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4.2. Organization and Qualification. The Company and its
Subsidiary Corporations is duly formed and validly existing as corporations in
good standing under the laws of the State of New York, and the State of Florida
and has all corporate power and authority to own or lease and operate its
respective properties and assets and to carry on its business in the manner in
which such business is now being conducted. The Company and its Subsidiary
Corporations are not, based on the present conduct of their businesses, required
to be or qualified to do business as a foreign corporation in any other
jurisdiction. The Company does not directly or indirectly own any interest in
any other corporation, partnership, joint venture. association, trust, estate or
other entity or organization, other than as set forth in this Agreement.
4.3. Authority. The Company and its Subsidiary Corporations
have full corporate power and authority, and the Shareholder has the legal
right, capacity and power, to enter into this Agreement and to consummate the
Transactions. This Agreement and the Transaction Documents to be executed by the
Sellers have been duly executed and will be delivered by the Sellers in
accordance herewith, have been effectively authorized by all necessary action,
corporate or otherwise, by the Sellers [including, without limitation, any
authorization by the board of directors and the Shareholders of the Company and
its Subsidiary Corporations.]
4.4. Capitalization. The authorized and issued capital stock
of the Company and its Subsidiary Corporations and the current address and
federal tax identification number of the Company are annexed hereto. All of the
issued and outstanding shares of capital stock of the Company and its Subsidiary
Corporations have been duly authorized, are validly issued, fully paid, and
nonassessable, and are held of record by the Shareholder. There are no
outstanding or authorized options, warrants, purchase rights, subscription
rights, conversion rights, exchange rights, or other contracts or commitments
that could require the Company or its Subsidiary Corporations to issue, sell or
otherwise cause to become outstanding, any of its capital stock. There are no
outstanding or authorized stock appreciation, phantom stock, profit
participation or similar rights with respect to the Company or its Subsidiary
Corporations. There are no voting trusts, proxies or other agreements or
understandings with respect to the voting of the capital stock of the Company or
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its Subsidiary Corporations. None of the shares of the capital stock of the
Company has been pledged. There are no Liens on any of the shares of capital
stock of the Company or its Subsidiary Corporations.
4.5. Financial Statements.
(a) The Company has furnished the Buyer with copies
of the audited financial statements of the Company (including balance sheet) for
June 1999 to January 31, 2000 (ii) the related statements of income, cash flows
and of changes in financial position for each such calendar year then ended;
(iii) the audited financial statements of IAM's wholly owned Subsidiary
Corporations for the 1998 and 1999 calendar year.
(b) The Financial Statements for the Company and the
Subsidiary Corporations: (i) are true, correct and complete in all material
respects and have been prepared in accordance with their books and records; (ii)
have been prepared in accordance with accounting principles consistently applied
throughout the periods covered and need no material modifications in order for
them to be in conformity with GAAP; (iii) reflect and provide adequate reserves
in respect of all known liabilities of the Company and its Subsidiary
Corporations, including all known contingent liabilities, as of their respective
dates; and (iv) present fairly the financial condition of the Company and its
Subsidiary Corporations at such date and the results of its operations for the
fiscal period then ended.
(c) The Company and its Subsidiary Corporations keeps
books, records and accounts that, in reasonable detail, accurately and fairly
reflect (i) the transactions and dispositions of assets of their businesses and,
(ii) the value of inventory calculated in accordance with GAAP. Neither the
Company, its Subsidiary Corporations, nor any employee, agent or shareholder
thereof, directly or indirectly has made any payment of funds of any such entity
or received or retained any funds in violation of any Applicable Law.
4.5.1. Absence of Certain Changes. Since the balance sheet
date, January 31, 2000, the Sellers have used their and its best efforts, as the
case may be, to preserve the business of the Company and their respective
businesses, to keep available the services of all current officers and employees
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and to preserve the goodwill of the suppliers. customers, employees and others
having relations with the Company or its Subsidiary Corporations. Since the
Balance Sheet Date, the Company and its Subsidiary Corporations have conducted
their businesses in the ordinary course, have maintained their assets and
properties in at least as good order and condition as existed on the Balance
Sheet Date (other than such wear and tear as may be accounted for by reasonable
use) and, as is necessary, to continue to conduct their businesses consistent
with past practice. Since the Balance Sheet Date, there has not been:
(a) any transaction not in the ordinary and usual
course of business and consistent with past practice other than an Asset
Purchase Sale where in IAMNY (a Subsidiary Corporation) sold its assets to the
Company. A copy of the Asset Purchase agreement is annexed hereto. as schedule
4.51(a).
(b) any material adverse change in the financial
condition, assets, liabilities, or prospects of the Company or the Subsidiary
Corporations;
(c) any damage, destruction or loss which in the
aggregate was greater than $100,000, whether or not covered by insurance,
affecting the Acquired Assets or the Business;
(d) any material alteration in the manner in which
the Company or its Subsidiary Corporations keeps its books, accounts or records,
or in the accounting principles and practices therein reflected;
(e) a termination or threatened termination or
substantial modification of the relationship with any material supplier or any
customer from which, during any single calendar month in the twelve calendar
months preceding the Closing Date, $500,000 or more in revenue was earned by the
Company or its Subsidiary Corporations;
(f) the lease Of, or commitment to acquire or lease,
any real property or any item of Personal Property with a value in excess of
$100,000;
(g) any Lien placed upon any of the Acquired Assets
unless such Lien shall be terminated or released with no liability to the Buyer
on or prior to the Closing Date;
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(h) the sale, assignment or transfer of any asset,
property, or right or the cancellation of any debt or claim or waiver of any
right of the Company or its Subsidiary, Corporations;
(i) any increase in the salary or other compensation
payable or to become payable to any Shareholder or any employee, officer,
director of the Company or its Subsidiary Corporations, or the declaration,
payment or commitment for the payment of a bonus or other compensation or
benefit to any such party; (j)any commitment for capital expenditures relating
to their respective businesses, except as may have been necessary for ordinary
repair, maintenance and replacement; or
(k) any change in the financial condition,
operations, business. business prospects, properties, assets or manner of
conducting their respective businesses, other than changes in the ordinary and
usual course of business consistent with past practice, which, individually or
in the aggregate, has had or is expected to have a material adverse effect on
their respective businesses, the Acquired Assets or the financial condition,
operations, business, properties, assets or prospects of the Company or its
Subsidiary Corporations (a "Material Adverse Effect").
4.6. Litigation and Claims.
4.6.1. Litigation Pending or Threatened. There is no
action, suit, claim, arbitration, proceeding or investigation pending or
threatened before any court, tribunal, panel, master or governmental or
quasi-governmental agency, authority, commission, board or other body
(collectively, a "Governmental Body") to which any Seller is a party or which
might affect the Company, its Subsidiary Corporations, or the Acquired Assets.
4.6.2. Business Enjoined. None of the Sellers, nor
any employee, manager or agent of the Company or Subsidiary Corporations, have
been permanently or temporarily enjoined by any order, judgment or decree of any
Governmental Body, from engaging in or continuing any conduct or practice in
connection with the Business.
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4.7. Properties and Assets of the Company. The Company and its
Subsidiary Corporations owns or otherwise has the right to use all of the
properties and assets, real and personal, tangible and intangible, now owned or
used in the operation of their businesses. The Acquired Assets are all of the
assets used in the operations of their businesses and, are all of the assets
necessary for Buyer to continue and operate after the Closing Date in the manner
that the Business is presently operated by Sellers. Upon consummation of the
Transactions, the Buyer will acquire good and marketable title to the Acquired
Assets.
4.7.1. Real Property. The Company or its Subsidiary
Corporations does not own any real property.
4.7.2. Leases. The Company leases premises 00 Xxxxx
Xxxxxx, 0xx xxxxx, Xxx Xxxx, Xxx Xxxx 00000. With respect to any such lease, no
breach or event of default on the part of any party thereto and no event that,
with the giving of notice or lapse of time or both, would constitute such breach
or event of default, has occurred.
4.7.3. Personal Property. The Company and its
Subsidiary Corporations has good and marketable title or valid leasehold
interest to its Personal Property free and clear of all Liens, except for Liens,
if any, for personal property taxes not delinquent. All material items of
Personal Property are in good operating condition and in a reasonable state of
repair, reasonable wear and tear excepted, and material maintenance on such
items has not been deferred beyond a reasonable time period. Further, all
rolling stock and equipment has been maintained in accordance with industry
standards and is in compliance with all requirements applicable to them or it
(if any) pursuant to Contracts or other agreements held by the Company with any
Governmental Body and/or any Customer Account.
4.7.4. Intellectual Property. The Company and its
Subsidiary Corporations is the owner of all right, title and interest in and to
each item of Intellectual Property. The Company has the right and authority to
use all such Intellectual Property in connection with the conduct of the
Business in the manner presently conducted and such use does not conflict with,
infringe upon or violate any third parties' intellectual property rights.
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4.8. Insurance. There are no outstanding requirements or
recommendations by any insurance company that issued any policy, or by any Board
of Fire Underwriters or other similar body exercising similar functions or by
any Governmental Body exercising similar functions, which requires or recommends
any repairs or other work to be done on or with respect to any of the property
or assets insured in any of said policies. All such policies of insurance are on
an occurrence basis and will be in full force and effect until canceled
following consummation of the Transactions on the Closing Date. Each of the
policies are valid, binding and enforceable.
4.9. Labor and Employment Matters.
4.9.1. Employee Benefit Plans.
(a) Each existing Employee Benefit Plan
materially complies with, and has been operated in all material respects in
accordance with, both its terms and all Applicable Laws, including, without
limitation, provisions of ERISA and the Code, and no event has occurred in
connection with any Employee Benefit Plan which has, will or may result in any
fine, penalty, assessment or other liability for which a transferee of assets
may be responsible, whether by reason of operation of law or contract.
(b) Neither the Company, or the Subsidiary
Corporations, nor any ERISA Affiliate has an obligation to contribute to any
Multiemployer Plan and has had no such obligation during the six years preceding
the Closing Date.
(c) Neither the Company nor any ERISA
Affiliate maintains or contributes to or has an obligation to contribute to any
Pension Plan covered by Title IV of ERISA or described as a defined benefit plan
(in accordance with ERISA Section 3(35)), and has not maintained or contributed
to any such plan during the six years preceding the Closing Date.
(d) There is no action, claim or suit
pending (other than routine claims for benefits) or that reasonably could be
expected to be asserted against any ERISA Plan or the assets thereof. No civil
or criminal action brought pursuant to the provisions of Title I, Subtitle B,
Part 5 of ERISA is pending or threatened against any fiduciary of any ERISA
Plan.
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(e) The Company does not maintain,
participate in, contribute to, or have any obligation to contribute or any
liability with respect to any Multiemployer Plan, or have had any obligation
with respect to such a plan during the six years immediately preceding the
Closing Date.
4.9.2. Compensation. All reasonably anticipated
material obligations for salaries, bonuses and other forms of compensation
(excluding vacation, holiday and sick pay) payable to the employees in respect
of the services rendered by any of them have been paid or adequate arrangements
therefor have been made in the ordinary course of business in the Financial
Statements.
4.10. Contracts and Other Instruments. Copies of all Contracts
and in any manner relating to the businesses, the Customer Accounts and/or the
Acquired Assets have been delivered to Buyers. The Sellers have furnished the
Buyer with a true and complete copy of each written contract, written obligation
and written commitment, and with accurately detailed descriptions of each oral
contract, oral obligation and oral commitment. With respect to each Contract,
(i) each is legal, valid, binding, enforceable and in full force and effect;
(ii) each will continue to be legal, valid binding, enforceable and in full
force and effect; (ii) each will continue to be legal, valid, binding,
enforceable and in full force and effect on identical terms following the
consummation of the Transactions; (iii) no party thereto is in breach or
default, and in no event has occurred which, with notice or lapse of time, would
constitute a breach or default, or permit termination, modification, or
acceleration, under such Contract; (iv) no party thereto has repudiated any
provision of such Contract; and (v) the execution and delivery of this Agreement
and the Transaction Documents and the consummation of the Transactions will not
require the consent of any party (other than the Company) to any Contract. The
Company is not party to:
(a) any Contract under which the Company or its
Subsidiary Corporations has created, incurred, assumed, or guaranteed any
indebtedness for borrowed money, or any capitalized lease obligation, or under
which a Lien has been imposed on any of the Acquired Assets, tangible or
intangible;
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(b) any Contract with the Shareholders or affiliates
thereof, or regarding the advance of money to the Shareholders, employees,
officers, directors or agents of the Company
(c) any Contracts under which the Company or its
Subsidiary Corporations has created a profit sharing, option, purchase, equity
appreciation, deferred compensation severance, or other plan, agreement or
arrangement for the benefit of current or former shareholders, directors,
officers, employees or independent contractors;
(d) any Contracts concerning a partnership or joint
venture; or
(e) any Contracts under which the consequences of a
default, termination or continued performance could have a Material Adverse
Effect.
4.11. Agreement Not in Breach of Other Instruments.
(a) The execution and delivery by the Sellers of this
Agreement and the Transaction Documents do not, and the consummation of the
Transactions will not, result in the creation of any Lien upon the Acquired
Assets or the Business under, conflict with or result in a breach of. create an
event of default (or event that, with the giving of notice or lapse of time or
both, would constitute an event of default) under, or give any third party the
right to accelerate any obligation under, any agreement, mortgage, license,
lease, indenture, instrument, order, arbitration award, judgment or decree to
which any Seller is a party or by which either Seller, the Acquired Assets or
the Business, is bound or affected. There are no agreements, arrangements,
warrants, options, puts, calls, rights, or other commitments or understandings
of any character to which any Seller is a party relating to the issuance, sale,
purchase, redemption, conversion, exchange, registration, voting or transfer of
any of the securities of the Company.
(b) The execution and delivery by the Sellers of this
Agreement and the Transaction Documents do not, and the consummation of the
Transactions will not, result in a violation of, or require any authorization,
approval, consent or other action by, or registration, declaration or filing
with or notice to any Governmental Body pursuant to any Applicable Law. There is
no pending or threatened action, suit, proceeding or investigation before or by
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any Governmental Body to restrain or prevent the consummation of the
Transactions or that might affect the right of the Buyer to own the Acquired
Assets or to operate the Business after the Closing Date.
4.12. Brokerage. The Seller, has dealt with Wood, Gundy and
Company Inc., 000 X. Xxxxxxxx Xx.. No. 105, PMBV, Xxxxx, Xxxxxxx 00000, as a
finder and broker in connection with the Transactions, or the negotiations
looking toward the consummation of this Asset Purchase Agreement, who may be
entitled to a fee in connection therewith in accordance with a separate
agreement. All agreements with any such finder or broker shall not be assigned
to or assumed by the Buyer, and the Sellers shall remain responsible for the
obligations relating to all such agreements. Wood, Gundy and Company is a
California corporation incorporated on September 25, 1997. The Board of
Directors are Xxxxx Xxxxx, and Xxxxxx Xxxxxxxx. The President is Xxxxx X.
Xxxxxxxx.
4.13. Disclosure. There are no undisclosed liabilities or
obligation s of any of the Sellers of any nature, whether accrued, contingent or
otherwise, which would be reasonably likely to have any Material Adverse Effect
on either the businesses or the Buyer after the Closing Date. This Agreement
(including the Schedules) and the Transaction Documents, and any documents
delivered by the Sellers pursuant to this Agreement and the Transaction
Documents, do not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements contained herein and
therein not misleading. All statements and information contained in any
certificate or Schedule delivered by or on behalf of the Sellers shall be deemed
representations and warranties by the Sellers.
4.14. Sellers represent that included in the assets to be
conveyed to Buyers is a 50% interest in Pro Star Athletic, Inc., a New York
corporation, created in 1999 pursuant to the terms and conditions of a Joint
Venture Agreement dated June 2, 1999, between Pro Star Inc. of Florida, Xxxxxxx
Xxxxxxxx, Xxxxx Xxxxxxx, Xxxxxx DeSouzza and Xxxxx Xxxxxxxx ("Florida
Shareholders"), on the one hand, and IAM Group, Ltd., Xxxx Xxxxxxxx, and Xxx
Xxxxxx, on the other hand. Pro Star Inc. of Florida and the Florida Shareholders
are holders of a non-exclusive right to licenses for commercial purposes (the
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"NFL License Agreement') of the trademarks of the National Football League
("NFL") and the thirty one professional football teams that comprise the NFL
("Member Clubs") for the manufacturing and marketing of men's apparel and
accessories. The Joint Venture Agreement provided that the Company was obligated
to pay license fees and/or minimum royalty guarantees owed to the NFL for the
fiscal year ending March 31, 1999 and to pay all guaranteed license fees and/or
minimum royalty guarantees for the fiscal year ending March 31, 2000; and that
the Company would fund all manufacturing and administrative expenses up to and
including March 31, 2000. The Company has fulfilled its financial obligations to
date under the Joint Venture Agreement, including hiring Xxxxxxx Xxxxxx as
National Sales Director beginning May 1, 1999. To date the Company has invested
in excess of $1,300,000.00. The Joint Venture Agreement provides that on or
before March 31, 2000 the Pro Star Shareholders will convey their 50%
shareholder interest in Pro Star Athletic, Inc. to the Company at which time the
Company would issue shares to the Pro Star Shareholders in an amount equal to a
15 to 9 ratio of the shares issued to Xxxx Xxxxxxxx, exclusive of any shares
issued to Xxxx Xxxxxxxx for the Sale of IAMNY to the Company. At that time Pro
Star Athletic, Inc. will be the Company's wholly owned subsidiary (another
"Subsidiary Corporation"). The Company anticipates that the Pro Star
Shareholders intend to fulfill their obligations under the Joint Venture
Agreement and convey their remaining right, title and interest in and to their
shares in Pro Star Athletic, Inc. presently owned by them. Upon receipt of the
shares from the Pro Star Shareholders, the Company is obligated to issue an
aggregate of 1,170,000 restricted common shares in HOMX.
5. Representations and Warranties of the Buyer. The Buyer represents
and warrants to the Company that the statements contained in this Article 5: (i)
are true, correct and complete as of the date of this Agreement, except for
those which are expressly required herein to be true, correct and complete only
as of the Closing Date; (ii) will be true, correct and complete as of the
Closing Date; and (iii) shall survive the Closing. The mere listing (or
inclusion of a copy) of a document or other item in the Schedules delivered by
the Buyer to the Sellers on the date hereof shall not be deemed adequate to
disclose an exception to a representation or warranty made herein unless (i) the
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representation or warranty relates to the existence of the document or other
item or (ii) the Schedule identifies the exception with particularity (such as
with a cross-reference to a section in a disclosed document) and summarizes the
relevant facts in reasonable detail.
5.1. Organization. The Buyer is duly organized and is validly
existing as a corporation in good standing under the laws of the State of Nevada
and has all the requisite power and authority to execute, deliver and perform
this Agreement, to own its properties and carry on its business in the manner in
which such business is now being conducted.
5.2. Authority. The Buyer has full power and authority to
enter into this Agreement and to carry out its obligations hereunder. This
Agreement and the Transaction Documents to be executed by the Buyer have been
duly executed and will be delivered by the Buyer in accordance herewith, have
been effectively authorized by all necessary Corporate action by the Board of
Directors and constitute legal, valid and binding obligations of the Buyer
enforceable against the Buyer in accordance with their respective terms, except
as such enforceability may be limited by applicable bankruptcy and insolvency
laws. No other Corporate proceedings on the part of the Buyer are necessary to
authorize such execution. delivery and performance.
5.3. Governmental Consents. No consent, approval, order or
authorization of, or registration, qualification, designation, declaration or
filing with, any Governmental Body is required on the part of the Buyer in
connection with the Transactions.
5.4 The Buyer represents it was incorporated in the State of
Nevada on July 22, 1999 under the name Telequipment, Inc., with an initial
authorized capitalization of 25,000 common shares of stock at $1.00 par value,
of which 5000 common shares were issued to certain individuals for expenses and
services. The Buyer currently has authorized capitalization of 100,000,000
shares of common stock at $.001 par value and 5,000,000 shares of preferred
stock at $.01 par value. As of February 3, 1999 (see opinion letter of Xxxxx
Xxxxxxxxxx, Esq. at Schedule 5.4), 1,000,000 common shares were issued and
outstanding with 50,000 common shares held by 25 unaffiliated shareholders and
16
950,000 common shares held, either directly or beneficially, by the Buyer's sole
officer and director. Between November 12, 1997 and February 2, 1998 the 950,000
common shares were sold in private transactions to ten individual unaffiliated
investors with no one investor receiving more than 100,000 or five percent (5%)
of the outstanding and issued shares; that on July 23, 1999 NASD cleared a
request for an unpriced quotation on the Pink Sheets for Telequipment Inc.
common stock. By letter dated January 3, 2000, Xxxxx Xxxxxxxxxx advised Green
Dolphin that the 950,000 shares since January 1998 were beneficially owned and
paid for by ten individuals. Pursuant to Rule 144 K, these nonaffiliated
investors may resell restricted securities free of all Rule 144 requirements
after the securities have been held and paid for a minimum period of two years.
At the present time, the Buyers represent that the 950,000 common shares are, or
should be unrestricted shares. Buyer agrees to use its best efforts, to obtain a
legal opinion satisfactory to Seller, stating the 950,000 common shares are
unrestricted. In the event Seller is required to file a Registration Statement
with the SEC to remove the restrictions on the 950,000 shares, the Buyer shall
reimburse Seller for all legal fees and expenses. That on September 2, 1999,
Green Dolphins Systems Corp., a Nevada corporation and Telequipment Inc. filed
Articles of Merger wherein, among other items, Telequipment changed its name to
Green Dolphin Systems Corp. ("Green Dolphin") On January 15, 2000, a
cancellation and rescission agreement was signed by the parties canceling and
rescinding the Articles of Merger filed on September 2, 1999 and, except for
permitting the change of name (to Green Dolphin Systems Corp.) to continue, the
parties released each other from all claims arising from the Articles of Merger.
On February 23, 2000, Home/Office Express, Inc., a Nevada corporation, signed a
merger agreement with Green Dolphin Systems Corp. dated January 31, 9000 which
was filed with the State of Nevada, wherein the name of the Corporation was
changed to Home/Office Express, Inc. ("Home/Office") In the Merger Agreement,
Home/Office transferred its messenger service business operated under Personal
Touch Messenger Service Inc. ("Personal Touch"), a wholly owned subsidiary
corporation, and Green Dolphin issued 1,000,000 restricted shares of its common
stock to Personal Touch in exchange for 100% of the outstanding stock of
Home/Office. The merged corporations conducted business under the name
Home/Office. On January 31, 2000, Home/Office amended Article IV of the Articles
17
of Incorporation authorizing the corporation to issue an aggregate of
105,000,000 shares, of which 100,000,000 shares were Common Stock with par value
of $.001 and 5,000,000 shares of Preferred Stock with par value of $.01; that as
of the date of this Agreement, 2,000,000 common shares are issued and
outstanding, with 1,000,000 shares being free and unrestricted shares and
1,000,000 being restricted shares. Home/Office is a public corporation trading
under the symbol "HOMX"; that the members of the Board of directors are Xxxxx X.
Xxxxxxxx, Xxxxx Xxxxx and Xxxxxx Xxxxxxxx.
5.5 On the Closing Date the Home/Office Board of Directors
will vote to appoint Xxxx Xxxxxxxx, Xxxxxxx X. Xxxxx and Xxxxxx Xxxxxx as
members of the HOMX Board of Directors, and subject to formal shareholder
approval, the Buyer will change its name to JAM Group, Ltd. Buyer represents
that there are no additional members of the Board of Directors other than as
stated in 5.4 or 5.5.
6. Covenants and Agreements.
6.1. Conduct of Business; Transfer of the Shares.
The parties hereto agree between the date of this
Agreement and the Closing Date (and/or thereafter as may be herein below
provided or applicable) as follows:
(a) From the date hereof through the
Closing, the Shareholder will not
(i) sell or otherwise transfer, or
agree to sell or otherwise transfer, any of the shares of capital stock of the
Company or (ii) incur or permit to exist any Liens on any of the shares of
capital stock of the Company.
(b) Unless the prior written consent of the
Buyer has been received. from the date hereof through the Closing, the Company
will, and the Shareholders will cause the Company to:
(i) operate in the ordinary course
of business and consistent with past practices and use its best efforts to
preserve the goodwill of the Company with its employees, customers, suppliers,
Governmental Bodies and others having business dealings with the Company;
18
(ii) maintain the Acquired Assets in
at least as good order and condition as exists on the date hereof, subject to
ordinary wear and tear;
(iii) not amend its certificate of
incorporation, bylaws, or other charter documents;
(iv) not dissolve or liquidate or
effect any consolidation or merger or any reclassification, corporate
reorganization, or other change in any class of its capital stock,
6.2. Information for Filings. The parties will furnish each
other with all information as is required for inclusion in, and will otherwise
cooperate and assist as reasonably requested in connection with, any application
or filing made to any Governmental Body in connection with the Transactions.
6.3. Fulfillment of Conditions by the Sellers. Except as
contemplated by this Agreement, the Sellers agree not to take any action that
would cause the conditions on the obligations of the parties to effect the
Transactions not to be fulfilled including, without limitation, by taking or
causing to be taken any action that would cause the representations and
warranties made by any Seller in this Agreement and the Transaction Documents
not to be true and correct as of the Closing Date. The Sellers will in a prompt
and timely fashion take all reasonable steps within their power to cause to be
fulfilled the conditions precedent to the Buyer's obligations to consummate the
Transactions that are dependent on the actions of any Seller or any party
controlled by any Seller.
6.4. Fulfillment of Conditions by the Buyer. Except as
contemplated by this Agreement, the Buyer agrees not to take any action that
would cause the conditions to the obligations of the parties to consummate the
Transactions not to be fulfilled including, without limitation by taking or
causing to be taken any action that would cause the representations and
warranties made by the Buyer in this Agreement or the Transaction Documents not
to be true and correct as of the Closing. The Buyer will in a prompt and timely
fashion take all reasonable steps within its power to cause to be fulfilled the
19
conditions precedent to the Shareholder's and the Company's obligations to
consummate the Transactions that are dependent on the actions of the Buyer or
any party controlled by the Buyer.
6.4.1 The Buyer will not sell or otherwise transfer,
or agree to sell or otherwise transfer, any of the shares of Capital Stock of
HOMX or incur or permit to exist any liens on any of the shares of its Capital
Stock of HOMX, other than as set forth is 5.4 above.
6.4.2 The buyer will not issue or cause to be issued
any common or preferred stock of HOMX without the prior written approval of the
Company.
6.5. Publicity. From and after the date of this Agreement, the
Buyer and the Sellers will cooperate with each other in the development and
distribution of all press releases and other public disclosures relating to the
Transactions. Neither the Buyer nor any Seller will issue or make, or allow to
have issued or made, any press release or public announcement concerning the
Transactions without the advance approval, in writing, of the form and substance
thereof by the other parties to this Agreement, unless such disclosure is
otherwise required by Applicable Laws or other legal requirements to which
either may be subject or a party.
6.6. Transaction Costs. The Shareholders will pay all
attorneys', accountants', and other fees, costs and expenses incurred by the
Company or the Shareholders prior to or after the Closing, in connection with
the preparation, negotiation, execution and performance of this Agreement, the
Transaction Documents and/or the consummation of the Transactions. The Buyer
will pay all attorneys', accountants', and other fees, costs and expenses that
it incurs in connection with the preparation, negotiation, execution and
performance of this Agreement, the Transaction Documents and the consummation of
the Transactions.
6.7. Nondisclosure. The Sellers and the Buyer acknowledge and
agree that all customer, prospect and marketing lists, sales data, intellectual
property, proprietary information and trade secrets of the Company
(collectively, "Confidential Information") are valuable, special and unique
assets constituting part of the Acquired Assets, will be owned exclusively by
the Company immediately prior to the Closing and will be owned exclusively by
20
the Buyer after the Closing. If this Agreement is terminated and the Closing
does not occur, the Buyer agrees to treat the Confidential Information as
confidential and not to disclose any Confidential Information to any Person or
make use of any Confidential Information for its own purposes or for the benefit
of any Person. Without in any manner limiting the covenants of Sellers, from and
after the Closing, the Sellers agree to treat the Confidential Information as
confidential and not to disclose any Confidential Information to any Person or
make use of any Confidential Information for his or its own purposes, or for the
benefit of any other Person.
6.8. Sales and Other Taxes.
(a) Sellers shall, file all tax returns and other
reports required by Applicable Law in respect of operations of the Company and
resulting from or in connection with the Transactions.
(b) The Buyer shall be responsible for payment of all
business, occupation, withholding, and other taxes of any kind related to the
ownership and use of the Acquired Assets and the Excluded Assets and the
operation of the Business for all periods prior to the Closing Date.
6.9. Company Name. After the Closing Date, the Sellers for the
duration of the Restricted Period will not use or employ in any manner, directly
or indirectly, the name or tradenames of the Company as names or tradenames.
Concurrently with the Closing, the Company will take, and cause to be taken, all
necessary corporate action in order to change the Company's name to a name not
similar to the name or tradenames previously used by the Company, effective as
of the Closing Date or as soon thereafter as is practicable, and continuing, at
a minimum, for the duration of the Restricted Period.
6.10 Risk of Loss. All risk of loss to the Acquired Assets
shall be borne by the Shareholders and the Company until consummation of the
Closing. In the event that any material item or portion of the Acquired Assets
is damaged or destroyed prior to the Closing, Buyer shall have the right, at its
option, either (i) to terminate this Agreement, or (ii) to proceed to close and
require (a) the payment to it of any proceeds of insurance payable to the
Company's account of such damage or destruction, including business interruption
insurance (if any) and (b) an adjustment to the Purchase Price to the extent of
21
loss from damage or destruction not reimbursed by insurance, provided, if the
loss not reimbursed by insurance exceeds $300,000, the adjustment to the
Purchase Price shall be capped at $300,000 and Buyer shall have the election of
proceeding to Closing or terminating this Agreement.
6.11. No Third-Party Rights. Nothing in this Agreement,
express or implied, is intended to confer upon any of the Company's or any
Related Company's employees, former employees, collective bargaining
representatives, job applicants, any association or group of such persons or any
Affected Employees any rights or remedies of any nature or kind whatsoever under
or by reason of this Agreement, including, without limitation. any rights of
employment.
7. Conditions to the Buyer's Performance. Each and every obligation of
the Buyer hereunder shall be subject to the satisfaction, prior to or at the
Closing, of the following conditions (any of which may be waived, in whole or in
part, in writing by the Buyer):
7.1. No Challenge or Violation of Orders. No investigation,
action, suit or proceeding by any Governmental Body, and no action, suit or
proceeding by any other Person shall be pending or threatened on the Closing
Date which challenges this Agreement, any Transaction Document or the
consummation of the Transactions. No preliminary or permanent injunction or
other order by any Governmental Body, and no statute, rule, regulation, decree
or executive order promulgated or enacted by any Governmental Body that declares
this Agreement or any Transaction Document invalid in any respect or prevents
the consummation of the Transactions shall be in effect.
22
7.2. Transaction Documents
(a) Copies of the resolutions of the board of
directors of the Company and resolutions of the Shareholders, authorizing the
execution and delivery of this Agreement and each of the other Transaction
Documents to which the Companies are a party and the consummation of the
Transactions, certified by the secretary of the Company and by the Shareholders,
as the case may be are annexed hereto;
(b) a certificate as to the incumbency and signature
of the officers of the Company executed by the president and the secretary of
the Company, dated the Closing Date is annexed hereto;
(c) Annexed hereto is a certificate signed by the
chief executive officer of the Company that each of the representations and
warranties made by the Company and the Shareholders in this Agreement is true
and correct in all material respects on and as of the Closing Date with the same
effect as though such representations and warranties had been made or given on
and as of the Closing Date (except for any changes permitted by the terms of
this Agreement or consented to in writing by Buyer), and that the Company and
the Shareholders have performed and complied with all of the Company's and the
Shareholders' obligations under this Agreement which are to be performed or
complied with on or prior to the Closing Date;
7.3. Completion of Due Diligence. The Buyer and Seller shall
have had the opportunity to conduct, and shall have completed to their
satisfaction, in their sole discretion, both procedurally and substantively a
customary financial, legal, and operational due diligence review of all books,
records, properties and personnel of the Buyers and Sellers and of any
information provided to the Buyer by any Seller pursuant to Article 4, or to the
Seller by the Buyer pursuant to Article 5, the Schedules to this Agreement or
otherwise.
7.4. Approval of the Board of Directors. The Board of
Directors of HOMX shall have approved this Agreement, the Transaction Documents,
and the consummation of the Transactions.
23
7.5. Section 1445 Affidavit. The Shareholders and/or the
Company, and/or Subsidiary Corporations shall have delivered to Buyer an
affidavit, in form satisfactory to Buyer, to the effect that the Company and the
Subsidiary Corporations are not a "foreign person," "foreign corporation,"
"foreign partnership," "foreign trust," or "foreign estate under Section 1445 of
the Code, and containing all such other information as is required to comply
with the requirements of such Section.
8. Conditions to the Sellers' Performance. The obligations of the
Sellers hereunder shall be subject to the satisfaction, prior to or at the
Closing, of the following conditions (any of which may be waived, in whole or in
part, by the Sellers):
8.1. Representations and Warranties. The representations and
warranties of the Buyer contained in this Agreement (including the Schedules),
the Transaction Documents or any certificate, instrument or other document
delivered to the Sellers in connection herewith, shall be true and correct in
all respects as of the Closing Date. The Buyer shall have duly performed and
complied with all covenants and agreements required by this Agreement or any
Transaction Document to be performed by the Buyer at or prior to the Closing
Date. The Sellers shall have been furnished with certificates of appropriate
officers of the Buyer, dated the Closing Date, certifying in such detail as the
Sellers reasonably may request to the fulfillment of the foregoing conditions.
8.2. No Challenge or Violation of Orders. No investigation,
action, suit or proceeding by any Governmental Body, and no action, suit or
proceeding by any other Person shall be pending or threatened on the Closing
Date which challenges this Agreement, any Transaction Document or the
consummation of the Transactions. No preliminary or permanent injunction or
other order by any Governmental Body, and no statute, rule, regulation, decree
or executive order promulgated or enacted by any Governmental Body that declares
this Agreement or any Transaction Document invalid in any respect or prevents
the consummation of the Transactions shall be in effect.
24
8.3. Transaction Documents. On or, if otherwise specified
herein, prior to the Closing Date, the Buyer shall have furnished the Sellers
with the following Transaction documents, each dated the Closing Date:
(a) a duly executed Contract Assignment;
(b) a duly executed Xxxx of Sale;
(c) an officer's certificate.
8.4 Completion of Due Diligence. The Seller shall have had the
opportunity to conduct, and shall have completed to its satisfaction, in its
sole discretion, both procedurally and substantively a customary financial,
legal, and operational due diligence review of all books, records, properties
and personnel of the Buyers and of any information provided to the Seller by any
Buyer pursuant to Article 4, the Schedules to this Agreement or otherwise.
9. Survival of Claims. Except for any breach or misrepresentation when
made, as to which claims may be brought without limitation as to time, Claims
for indemnification based upon (a) any misrepresentation or inaccuracy shall
survive for a period of one (1) year after the Closing Date; (b) any
misrepresentation or inaccuracy with respect to Section 4 shall survive for a
period of three years. All other claims for indemnification provided for in this
Agreement shall survive for a period of one year after the Closing Date.
10. Construction. This Agreement shall be construed and enforced in
accordance with and governed by the internal laws of the State of New York
without giving effect to the conflict of laws rules thereof.
11. Assignment. Neither this Agreement nor any right, remedy,
obligation or Liability arising hereunder or by reason hereof, nor any of the
Transaction Documents may be assigned by the Buyer, on the one hand, or the
Sellers, on the other hand, without the consent of the other party hereto,
except that the Buyer shall have the right to assign all of its rights and
obligations under this Agreement to any corporation which is directly or
indirectly controlled by Buyer if such transferee corporation agrees to assume
all of the Buyer's obligations under this Agreement. Nothing contained herein,
expressed or implied, is intended to confer upon any Person other than the
25
parties hereto, and their successors in interest and permitted assignees, any
rights or remedies under or by reason of this Agreement unless expressly so
stated herein to the contrary.
12. Amendments and Waiver. This Agreement, all Schedules hereto and the
Transaction Documents set forth the entire understanding of the parties and may
be modified only by a written instrument duly executed by each party. Except as
herein expressly provided to the contrary, no breach of any covenant, agreement,
warranty or representation shall be deemed waived unless expressly waived in
writing by the party who might assert such breach.
13. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, and all of which
together shall constitute one and the same instrument.
14. Headings. Headings in this Agreement are for reference purposes
only and shall not be deemed to have any substantive effect.
15. Binding Nature of Agreement. All of the terms and provisions of
this Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective executors, heirs, legal representatives, successors
and permitted assigns.
16. Severability. Any provision of this Agreement which is invalid,
illegal or unenforceable in any jurisdiction will, as to that jurisdiction, be
ineffective to the extent of such invalidity, illegality, or unenforceability,
without affecting in any way the remaining provisions hereof in such
jurisdiction or rendering that or any other provision of this Agreement invalid,
illegal or unenforceable in any other jurisdiction.
17. Complete Agreement. This Agreement, the Schedules and the
Transaction Documents contain or will contain the entire agreement between the
parties hereto with respect to the Transactions and shall supersede all previous
oral and written and all contemporaneous oral negotiations, commitments, and
understandings.
18. Arbitration. Any controversy or claim arising out of or related to
this Agreement, or any transactions contemplated herein, that cannot be amicably
resolved between Buyer and the Sellers, including, without limitation, whether
such controversy or claim is subject to arbitration, shall be resolved by
binding arbitration held in the Borough of Manhattan, New York, New York, in
26
accordance with the rules of the American Arbitration Association, subject to
this Section. Arbitration proceedings shall be conducted by a panel of three
persons selected as follows: the party initiating arbitration shall select one
arbitrator and the other party shall select a second arbitrator. Each party
shall provide prompt written notice of the arbitrator selected by it in
accordance with the terms of this Agreement. The two arbitrators shall select a
third arbitrator as soon as possible. No arbitrator shall have or previously
have had any significant relationship with any of the parties. The decision of
any two of the arbitrators on any submitted matter shall be final.
Notwithstanding the foregoing, if the controversy or claim in question is not
resolved by the arbitrators as provided herein within 150 days after selection
of the first arbitrator, either party may pursue any remedy with respect hereto
providing by law.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date first written above.
THE BUYER:
HOME OFFICE EXPRESS INC.,
a Nevada corporation
By: /s/ XXXXX XXXXXXXX
-----------------------------------
Name: Xxxxx Xxxxxxxx
Title: President
THE COMPANY:
IAM GROUP, LTD., a New York corporation
By: /s/ XXXX XXXXXXXX
-----------------------------------
Name: Xxxx Xxxxxxxx
Title: President
THE SHAREHOLDERS:
/s/ XXXX XXXXXXXX
---------------------------------------
Name: Xxxx Xxxxxxxx
/s/ XXXXXX XXXXXXXX
---------------------------------------
Name: Xxxxxx Xxxxxxxx
27
/s/ XXXXXX XXXXXX
---------------------------------------
Name: Xxxxxx Xxxxxx
Guardian Internet Solution, Inc.
By: /s/ XXXX XXXXXXXX
-----------------------------------
Name: Xxxx Xxxxxxxx
Title: President
PBA Tour Gear, Inc.
By: /s/ XXXXXX XXXXXX
-----------------------------------
Name: Xxxxxx Xxxxxx
Title: President
International Apparel Manufacturing
of New York, Inc.
By: /s/ XXXX XXXXXXXX
-----------------------------------
Name: Xxxx Xxxxxxxx
Title: President
00
XXXXX XX XXX XXXX } SS:
DEPARTMENT OF STATE
I HEREBY CERTIFY, THAT THE CERTIFICATE OF INCORPORATION OF IAM GROUP LTD. WAS
FILED ON 04/20/1992, WITH PERPETUAL DURATION, AND THAT A DILIGENT EXAMINATION
HAS BEEN MADE OF THE CORPORATE INDEX FOR DOCUMENTS FILED WITH THIS DEPARTMENT
FOR A CERTIFICATE, ORDER, OR RECORD OF A DISSOLUTION, AND UPON SUCH EXAMINATION,
NO SUCH CERTIFICATE, ORDER OR RECORD HAS BEEN FOUND, AND THAT SO FAR AS
INDICATED BY THE RECORDS OF THIS DEPARTMENT, SUCH CORPORATION IS A SUBSISTING
CORPORATION.
I FURTHER CERTIFY, THAT NO OTHER DOCUMENTS HAVE BEEN FILED BY SUCH CORPORATION.
WITNESS MY HAND AND THE OFFICIAL SEAL OF THE
DEPARTMENT OF STATE AT THE CITY OF ALBANY, THIS 23RD
DAY OF MARCH TWO THOUSAND.
SPECIAL DEPUTY SECRETARY OF STATE
29
Shareholder List
----------------
1. Xxxx Xxxxxxxx 3,100,000 shares
2. Xxxx Xxxxxxxx 1,950,000
3. Xxxxxx Xxxxxxxx 1,950,000
4. Xxxxxx Xxxxxx 1,950,000
5. Xxxxxxx Xxxxxxxx 526,000*
6. Xxxxx Xxxxxxx 526,000*
7. Xxxxxx XxXxxxx 58,500*
8. Xxxxx Xxxxxxxx 29,250*
9. Xxxxxx Xxxxxx 29,250*
10. Xxxxxxx X. Xxxxx 681,000
11. Bokee Family Trust 1,238
12. Tego Trust Ltd. 1,238
13. Xxxxxxx X. Xxxxxxx 1,238
14. Xxxxxx X. XxXxxxxx 1,238
15. Xxxxxx Xxxxxxx 1,238
16. Xxxxxx & Xxxxxxxx Xxxxxxx 000
00. Xxxxx & Xxxxxxxx Xxxxxxxx 618
18. Xxxxxx Xxxxxxxx XXX 2,970
19. Forest X. Xxxxxx 1,238
20. Xxxxxxxxxx Xxxxxxx Trust 618
21. Xxxxxxx X. Xxxxx 3,092
22. Xxxxxx Xxxxx 7,424
23. Xxxx Xxxxxxxxx & Group 49,908**
24. Xxxx Xxxxxxxxxxx 6,810
25. Xxxx X. Xxxx 1,858
26. Virtual Universe, Inc. 7,334
27. Xxxxx Xxxxxx 8,322
28. Xxxxxx Xxxxxx 3,000
29. Xxxxxxx Xxxxx 34,500
30. Vicmar International 50,500
31. Xxxxxx Xxxxx 5,000
32. Rory & Xxxxx X'Xxxx 3,000
33. Xxxxx X. Xxxxxxx 3,000
34. Xxxx Xxxxx 3,000
35. Xxxxxxx Xxxxxxxxxx 1,000
-------------
TOTAL 11,000,000
* Shares allocated to Xxxxxxx Xxxxxxxx, Xxxxx Xxxxxxx, Xxxxxx XxXxxxx, Xxxxx
Xxxxxxxx and Xxxxxx Xxxxxx will be issued to Xxxxxxx X. Xxxxx, Esq. as
Escrow Agent.
** Additional information will be supplied to transfer agent to advise how
these shares will be divided.
30
