Exhibit 1
STOCK PURCHASE AGREEMENT
Stock Purchase Agreement ("Agreement") between Senior Care Industries
Inc., a Nevada corporation ("Senior Care"), and Rent USA, Inc. ("Rent USA"), a
Nevada corporation.
WHEREAS, Senior Care Industries wishes to acquire a controlling
interest in Rent USA and Rent USA desires to be acquired by Senior Care.
NOW, THEREFORE, Senior Care and the Rent USA adopt this Stock Purchase
Agreement and agree as follows:
SECTION 1. EXCHANGE OF STOCK FOR STOCK
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1.01 NUMBER OF SHARES. Rent USA agrees to transfer to Senior Care
5,000,000 shares of $.001 par value common stock in Rent USA and Senior Care
agrees to transfer to Rent USA in exchange therefor, 2,000,000 shares of $.001
par value common stock of Senior Care.
1.02 DELIVERY OF SHAREHOLDER INTEREST BY SELLER. The transfer of the
Company Shares by Rent USA shall be effected by the delivery to Senior Care
Industries at the Closing of documents sufficient to Senior Care Industries
representing the said shares, with all signatures guaranteed by a national bank,
broker-dealer, or Notary of Buyers choice.
1.03 FURTHER ASSISTANCE. At the Closing and from time to time
thereafter, Rent USA shall execute such additional instruments and take such
other action as Senior Care Industries may request in order to more effectively
sell, transfer and assign the transferred Company Shares to Senior Care
Industries and to confirm Senior Care Industries title thereto.
1.04 CHANGES IN SENIOR CARE INDUSTRIES CAPITALIZATION. If between the
date of this Agreement and the Closing, the outstanding shares of Senior Care
Industries common stock are, without the receipt of new consideration by Senior
Care Industries, increased, decreased, changed into or exchanged for a different
number or kind of shares or securities of Senior Care Industries through
reorganization, reclassification, stock dividend, stock split, reverse stock
split or similar change in Senior Care Industries capitalization, Senior Care
Industries will issue and deliver to the Seller in addition to or in lieu of the
Senior Care Industries Shares specified in Section 1.01, voting stock of Senior
Care Industries in equitably adjusted amounts. In the event of any change in
Senior Care Industries capitalization, all references to Senior Care Industries
Shares herein shall refer to the number of Senior Care Industries Shares as thus
adjusted.
SECTION 2. CLOSING
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2.01 Closing of this transaction shall take place on October 1, 2000 or
as soon thereafter as practicably possible but in no event later than October
31, 2000.
SECTION 3. REPRESENTATIONS AND WARRANTIES OF RENT USA
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The Board of Directors of Rent USA hereby warrant, represent and agree
as follows:
3.01 CORPORATE STATUS. The Company is a corporation duly organized,
validly existing and in good standing under the laws of the State of Nevada and
is licensed or qualified as a foreign corporation in all jurisdictions in which
the nature of its business or the character or ownership of its properties makes
such licensing or qualification necessary.
3.02 PURPOSELY DELETED
3.03 FINANCIAL STATEMENTS. Rent USA notes that it is a fully reporting
company with the Securities & Exchange Commission and is current in all
necessary reporting requirements as of the date of this Agreement.
3.04 UNDISCLOSED LIABILITIES. The Company has no liabilities of any
nature except to the extent reflected or reserved against in the Financial
Statements, whether accrued, absolute, contingent or otherwise, including,
without limitation, tax liabilities and interest due or to become due, and the
Company's accounts receivable are collectible in accordance with the terms of
such accounts, except to the extent of the reserve therefore in the Financial
Statements.
3.05 INTERIM CHANGES. Between the date of this Agreement and the
Closing Date, there have not been, (1) any changes in the Company's financial
condition, assets, liabilities, or business which, in the aggregate, have been
materially adverse; (2) any damage, destruction or loss of or to the Company's
property, whether or not covered by insurance; (3) any declaration or payment of
any dividends or other distribution in respect of the Company's capital stock,
or any direct or indirect redemption, purchase or other acquisition or any such
stock; or (4) any increase paid or agreed to in the compensation, retirement
benefits or other commitments to employees.
3.06 TITLE TO PROPERTY. Rent USA warrants that it has has good and
marketable title to all properties and assets, real and personal, reflected in
the Financial Statements, except as since sold or otherwise disposed of in the
ordinary course of business, and the Company's properties and assets are subject
to no mortgage, pledge, lien or encumbrance, except for liens shown therein,
with respect to which no default exists.
3.07 LITIGATION. There is no litigation or proceeding pending, or to
Rent USAr's knowledge threatened, against or relating to the Company, its
properties or business.
3.08 ACCESS TO RECORDS, ETC. From the date of this Agreement to the
Closing, the Seller will cause the Company (1) to give to Senior Care Industries
and its representatives full access during normal business hours to all of its
offices, books, records, contracts, and other corporate documents and properties
so that Senior Care Industries may inspect and audit them; and (2) to furnish
such information concerning the Company's properties and affairs as Senior Care
Industries may reasonably request.
3.09 CONFIDENTIALITY. Until the Closing (and permanently if there is no
Closing), Rent USA and their representatives will keep confidential any
information which they obtain from Senior Care Industries concerning its
properties, assets and business. If the transactions contemplated by this
Agreement are not consummated by October 31, 2000 Rent USA will return to Senior
Care Industries all written matter with respect to Senior Care Industries
obtained by them in connection with the negotiation or consummation of this
Agreement.
3.10 TITLE TO SHARES. Rent USA is the owner, free and clear of any
liens, claims and encumbrances, of all of the shraes which it intends to
transfer to Senior Care.
3.11 INVESTMENT INTENT. Rent USA is acquiring the Senior Care
Industries Shares for its own respective account, for investment purposes, and
not for or with a view to resale or distribution. Rent USA understands that the
Senior Care Industries Shares shall bear a legend to the effect that they
represent restricted securities which may not be sold into the stock market in
the absence of a registration statement under the Securities Act of 1933, as
amended, or an opinion of counsel that registration is not required.
SECTION 4. REPRESENTATIONS, WARRANTIES AND COVENANTS OF Senior Care Industries
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Senior Care Industries represents and warrants to, and covenants with
the Seller as follows:
4.01 CORPORATE STATUS. Senior Care Industries is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Nevada and is licensed or qualified as a foreign corporation in all
jurisdictions in which the nature of its business or the character or ownership
of its properties makes such licensing or qualification necessary.
4.02 CAPITALIZATION. The authorized capital stock of Senior Care
Industries consists of 20,000,000 shares of common stock, having a par value of
$.001 per share, of which 10,344,542 shares are issued and outstanding, fully
paid and non-assessable.
4.03 UNDISCLOSED LIABILITIES. Senior Care Industries has no liabilities
of any nature except to the extent reflected in the Annual Report, 10KSB/A filed
with the Securities & Exchange Commission on May 27, 2000 and as reflected in
the most recent quarterly Report, 10QSB filed with the Securities & Exchange
Commission on August 15, 2000.
4.04 TITLE TO PROPERTY. The Company has good and marketable title to
all properties and assets, real and personal, and Tresston Inc. properties and
assets are subject to no mortgage, pledge, lien or encumbrance, except for liens
shown therein, with respect to which no default exists.
4.05 LITIGATION. There is no litigation or proceeding pending, or to
Senior Care Industries knowledge threatened, against or relating to Senior Care
Industries, its properties or business other than as disclosed in quarterly
filings with the Securities & Exchange Commission for the 2nd quarter of 2000
which closed on June 30, 2000.
4.06 CONFIDENTIALITY. Until the Closing (and permanently if there is no
Closing), the Senior Carte Industries and its representatives will keep
confidential any information which it obtained from the Company concerning its
properties, assets and business. If the transactions contemplated by this
Agreement are not consummated by December 15, 1999, Senior Care Industries will
return to the Company all written matter with respect to the Company obtained by
it in connection with the negotiation or consummation of this Agreement.
4.07 INVESTMENT INTENT. Senior Care Industries is the acquiring the
Company Shares to be transferred to it under this Agreement for investment and
not with a view to the sale or distribution thereof, and Senior Care Industries
has no commitment or present intention to liquidate the Company or to sell or
otherwise dispose of the Company Shares.
4.08 CORPORATE AUTHORITY. Senior Care Industries has full corporate
power and authority to enter into this Agreement and to carry out its
obligations hereunder and will deliver to the Seller at the Closing a certified
copy of resolutions of its Board of Directors authorizing execution of this
Agreement by its officers and performance thereunder.
4.09 DUE AUTHORIZATION. Execution of this Agreement and performance by
Senior Care Industries here under has been or prior to the Closing will be duly
authorized by all requisite corporate and shareholder action on the part of
Senior Care Industries, and this Agreement constitutes a valid and binding
obligation of Senior Care Industries and performance hereunder will not violate
any provision of Senior Care Industries Articles of Incorporation, Bylaws,
mortgages, agreements with third parties or other commitments.
SECTION 5. CONDUCT OF SELLERS PENDING THE CLOSING
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The Sellers agree that from the date of this Agreement until the
Closing Rent USA will conduct itself in the following manner:
5.01 CERTIFICATE OF INCORPORATION AND BYLAWS. Rent USA will not change
its Certificate of Incorporation or Bylaws.
5.02 CAPITALIZATION, ETC. Rent USA will not make any change in its
authorized, issued or outstanding capital stock; grant any stock option or right
to purchase shares of its capital stock; issue any security convertible into
shares of its capital stock; purchase, redeem, retire, or otherwise acquire any
shares of its capital stock; or agree to do any of the foregoing; or declare,
set aside or pay any dividend or other distribution in respect of its capital
stock.
5.03 BUSINESS IN ORDINARY COURSE. Rent USA will conduct its business in
the ordinary course and will (1) use its best efforts to preserve its business
organization intact, to keep available to Senior Care Industries the services of
its present officers and employees and to preserve the goodwill of suppliers,
customers and others having business relations with it; (2) maintain its
properties in customary repair, working order and condition, reasonable wear and
tear and damage by casualty excepted; (3) keep in force at no less than their
present limit all policies of insurance; (4) make no material change in the
customary terms and conditions on which it extends credit to customers; and (5)
enter into no sale, lease, contract, commitment or other transaction; provided,
however, that nothing in this Section 5.03 shall prohibit compliance by the
Company with, or the Company's borrowings or repayment funds pursuant to, and
agreements or other commitments disclosed by the Company to Senior Care
Industries.
5.04 BANKING ARRANGEMENTS; POWERS OF ATTORNEY. Rent USA will not make
any change in its banking and safe deposit arrangements and will not grant any
powers of attorney.
5.05 ACCOUNTING PRACTICES. Except as required by generally accepted
accounting principles, Rent USA. will not make any changes in its accounting
methods or practices.
5.06 MERGER, ETC. Rent USA will not merge or consolidate with any other
corporation; sell or lease all or substantially all of its assets and business;
acquire all or substantially all of the stock of the business or assets or any
other person, corporation or business organization; or agree to do any of the
foregoing.
SECTION 6. CONDITIONS PRECEDENT-SENIOR CARE INDUSTRIES, INC.
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All obligations of Senior Care Industries under this Agreement are
subject, at Senior Care Industries option, to the fulfillment, before or at the
Closing, of each of the following conditions:
6.01 REPRESENTATIONS AND WARRANTIES TRUE AT CLOSING. The Sellers's
representations and warranties contained in this Agreement shall be true and
correct as of the date hereof and as of the Closing in all material respects.
6.02 DUE PERFORMANCE. The Sellers shall have performed and complied
with all the terms and conditions required by this Agreement to be performed or
complied with by them before the Closing.
6.03 Books and Records. The Seller have caused the Company to make
available to Senior Care Industries all books and records of the Company,
including minute books and stock transfer records.
6.04 Acceptance by the Seller. The terms of this Agreement shall have
been accepted by all of the Sellers of the stock in Rent USA as evidenced by the
signatures on the signature page of this Agreement.
SECTION 7. CONDITIONS PRECEDENT - THE SELLERS
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All obligations of the Seller under this Agreement are subject, at
their option, to the fulfillment, before or at the Closing, of each of the
following conditions:
7.01 REPRESENTATIONS AND WARRANTIES TRUE AT CLOSING. Senior Care
Industries representations and warranties contained in this Agreement shall be
true and correct as of the date hereof at and as of the Closing in all material
respects.
7.02 DUE PERFORMANCE. Senior Care Industries shall have performed and
complied with all of the terms and conditions required by this Agreement to be
performed or complied with by it before the Closing.
7.03 REVOCATION OF PRIOR AUTHORIZATIONS. The Seller shall have
delivered to Senior Care Industries certified copies of resolutions of the
Company's Board of Directors revoking as of the Closing all prior
authorizations, powers of attorney, designations and appointments relating to
the signing of checks, borrowing of funds, access to corporate safe deposit
boxes and other similar matters, to the extent requested by Senior Care
Industries.
7.04 RESIGNATIONS. There shall have been delivered to Senior Care
Industries the signed resignations of such directors of the Company as Senior
Care Industries shall request, dated as of the Closing.
SECTION 8. INDEMNIFICATION
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8.01 INDEMNIFICATION OF SENIOR CARE INDUSTRIES. The Seller severally
(and not jointly) agree to indemnify Senior Care Industries against any loss,
damage or expense (including reasonable attorneys' fees) suffered by Senior Care
Industries from (1) any breach by the Seller of this Agreement; or (2) any
inaccuracy in or breach of any of the representations, warranties or covenants
by the Seller herein; provided, however that (a) Senior Care Industries shall be
entitled to assert rights of indemnification hereunder only if and to the extent
that it suffers losses, damages and expenses (including reasonable attorneys'
fees) exceeding $50,000 in the aggregate; and (b) Senior Care Industries shall
give notice of any claims hereunder within the twenty-four (24) month period
beginning on the date of the Closing. No loss, damage or expense shall be deemed
to have been sustained by Senior Care Industries to the extent of insurance
proceeds paid to, or tax benefits realizable by, Senior Care Industries or the
Company as a result of the event giving rise to such light indemnification.
8.02 INDEMNIFICATION OF SELLER. Senior Care Industries agrees to
indemnify the Seller against any loss, damage or expense (including reasonable
attorneys' fees) suffered by any of the Seller from (1) any breach by Senior
Care Industries of this Agreement; or (2) any inaccuracy in or breach of any of
Senior Care Industries representations, warranties or covenants herein.
8.03 DEFENSE OF CLAIMS. Upon obtaining knowledge thereof, the
indemnified party shall promptly notify the indemnifying party of any claim
which has given or could give rise to a right of indemnification under this
Agreement. If the right of indemnification relates to a claim asserted by a
third party against the indemnified party, the indemnifying party shall have the
right to employ counsel acceptable to the indemnified party to cooperate in the
defense of any such claim. So long as the indemnifying party is defending any
such claim in good faith, the indemnified party will not settle such claim. If
the indemnifying party does not elect to defend any such claim, the indemnified
party shall have no obligation to do so.
SECTION 9. TERMINATION
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9.01 TERMINATION. This Agreement may be terminated (1) by mutual
consent in writing; (2) by either the Seller or Senior Care Industries if there
has been a material misrepresentation or material breach of any warranty or
covenant by the other party; or (3) by either the Seller of Senior Care
Industries if the Closing shall not have taken place, unless adjourned to a
later date by mutual consent in writing by October 31, 2000.
SECTION 10. GENERAL PROVISIONS
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10.01 FURTHER ASSURANCES. At any time, and from time to time, after the
Effective Date, each party will execute such additional instruments and take
such action as may be reasonably requested by the other party to confirm or
perfect title to any property transferred hereunder or otherwise to carry out
the intent and purposes of this Agreement.
10.02 WAIVER. Any failure on the part of either party hereto to comply
with any of its obligations, agreements or conditions hereunder may be waived in
writing by the party to whom such compliance is owed.
10.03 BROKERS. Other than as stated hereinabove, each party represents
to the other party that there are no other brokers or finders has acted for it
in connection with this Agreement, and agrees to indemnify and hold harmless the
other party against any fee, loss or expense arising out of claims by brokers or
finders employed or alleged to have been employed by it.
10.04 NOTICES. All notices and other communications hereunder shall be
in writing and shall be deemed to have been given if delivered in person or sent
by prepaid first-class registered or certified mail, return receipt requested,
as follows:
To: Rent USA, Inc.
Xxxx Xxxxxx
Chief Executive Officer
XX Xxx 00
Xxx Xxxxx, XX 00000
To: Senior Care Industries
Xxxx Xxxxxxxxxxx
Senior Vice President
000 Xxxxxxxx, Xxxxxx Xxxxx, XX., 00000
10.05 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the parties and supersedes and cancels any other agreement,
representation, or communication, whether oral or written, between the parties
hereto relating to the transactions contemplated herein or the subject matter
hereof.
10.06 HEADINGS. The section and subsection headings in this Agreement
are inserted for convenience only and shall not affect in any way the meaning or
interpretation of this Agreement.
10.07 GOVERNING LAW. This Agreement shall be governed by and construed
and enforced in accordance with the laws of the State of Nevada.
10.08 ASSIGNMENT. This Agreement shall inure to the benefit of, and be
binding upon, the parties hereto and their successors and assigns; provided,
however, that any assignment by either party of its rights under this Agreement
without the written consent of the other party shall be void.
10.09 COUNTERPARTS. This Agreement may be executed simultaneously in
two or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument. Facsimile
signatures shall be considered as original signatures.
10.10 STOCK ISSUANCE: The Company shall cause the transfer agent to
issue such shares at closing as may be necessary to complete the transaction as
contemplated by Section 1.01 hereinabove.
Executed as of this 15th day of September, 2000
SENIOR CARE INDUSTRIES INC.
By: S/ Xxxxxxx Xxxxxx
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Xxxxxxx Xxxxxx
Chief Executive Officer
RENT USA, INC.
By: S/ Xxxxxxx Xxxxxx
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Xxxxxxx Xxxxxx
Chief Executive Officer
