EXHIBIT 10.1
AGREEMENT
This Agreement ("the Agreement") is dated as of the 7th day of January, 2002, by
and between Platinum Holdings Capital, Ltd., ("The Buyer") and Sector
Communications, Inc., ("Sector").
A. The Buyer is a corporation organized under the laws of the British
Virgin Islands.
B. Sector is a publicly held corporation organized under the laws of
the State of Nevada.
C. Ideous Technologies AG ("Ideous") is a corporation organized under
the laws of Switzerland in which a majority interest is owned by Sector.
D. The Buyer has deemed it advisable and in the best interests of The
Buyer that The Buyer acquire Sector's interest in Ideous, which interest The
Buyer will hold upon completion of this Agreement.
E. The Buyer and Sector propose to enter into this Agreement which
provides, among other things, that Sector transfer all of its shares of Ideous
to The Buyer (the "Shares"), in exchange for the assumption by The Buyer of all
liabilities and obligations of Ideous (excepting inter-company liabilities).
NOW, THEREFORE, the parties hereto agree as follows:
ARTICLE 1
THE ACQUISITION
1.01 At the Closing, Sector shall transfer the Shares to The Buyer in
consideration for his assuming the liabilities in 1.02 below.
1.02 The Buyer hereby takes over from Sector any and all liabilities
that Sector may have had for any and all taxes and other assessments and levies
which Ideous was required by law to withhold or to collect which have not yet
been duly withheld and collected and have not yet been paid over to the proper
government authorities (including, without limitation, employment taxes, both
the employee's and employer's share). In addition, as further consideration, The
Buyer will hold harmless and indemnify Sector with regard to any liability
asserted against them for the taxes and other assessments mentioned herein and
the Buyer hereby assumes responsibility for any and all liabilities (whether
known or unknown) of Sector in relation to Ideous Technologies, AG., (excepting
inter-company accounts of Ideous and Sector) and the Buyer assumes
responsibility for all further liabilities of Ideous as and when they arise or
become apparent.
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1.03 At the Closing, Sector will where possible deliver certificates
for the Shares duly endorsed to the Buyer or fully registered in the name of The
Buyer as the sole record holder thereof, free and clear of all claims and
encumbrances.
ARTICLE 2
THE CLOSING
2.01 Closing. The consummation of the transactions contemplated by this
Agreement (the "Closing") shall take place on or before the 7th day of January,
2002 (the "Closing Date") or at such other date and time as may be agreed to in
writing by the parties hereto.
2.02 Accuracy of Information. No representation or warranty by The
Buyer contained in this Agreement and no statement contained in any certificate
or other instrument delivered or to be delivered to The Buyer pursuant hereto or
in connection with the transactions contemplated hereby contains or will contain
any untrue statement of material fact or omits or will omit to state any
material fact necessary in order to make the statements contained herein or
therein not misleading.
2.03 Consents. No consent or approval of, or registration,
qualification or filing with, any governmental authority or other person is
required to be obtained or accomplished by The Buyer in connection with the
consummation of the transactions contemplated hereby.
2.04 Sector shall deliver to The Buyer, on or before Closing, that that
is deemed appropriate by the Buyer from the following:
(a) All available financial statements of Ideous from
inception to date, prepared in accordance with generally accepted accounting
principles and which fairly present the financial condition of Ideous at the
dates thereof.
(b) Property. An accurate list and description of all
property, real or personal, owned by Ideous.
(c) Liens and Liabilities. A complete and accurate list of all
material liens, encumbrances, easements, security interests or similar interests
in or on any Assets. A complete and accurate list of all debts, liabilities and
obligations of Ideous incurred or owing as of the date of this Agreement.
(d) Leases and Contracts. A complete and accurate list
describing all material terms of material leases (whether of real or personal
property) and each contract, promissory note, mortgage, license, franchise, or
other written agreement to which Ideous is a party which involves or can
reasonably be expected to involve aggregate future payments or receipts by
Ideous (whether by the terms of such lease, contract, promissory note, license,
franchise or other written agreement or as a result of a guarantee of the
payment of or indemnity against the failure to pay.
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(e) Loan Agreements. Complete and accurate copies of all loan
agreements and other documents with respect to obligations of Ideous for the
repayment of borrowed money.
(f) Consents Required. A complete list of all agreements
wherein consent to the transaction herein contemplated is required to avoid a
default hereunder; or where notice of such transaction is required at or
subsequent to closing, or where consent to an acquisition, consolidation, or
sale of all or substantially all of the assets is required to avoid a default
hereunder.
(g) Articles and Bylaws and Board Minutes. Complete and
accurate copies of the Articles of Incorporation and Bylaws and Board Minutes of
Ideous, together with all amendments thereto to the date hereof.
(h) Shareholders. A complete list of all persons or entities
holding shares of common stock of Ideous or any rights to subscribe for,
acquire, or receive shares of common stock of Ideous (whether warrants, calls,
options, or conversion rights), including copies of all stock option plans
whether qualified or nonqualified, and other similar agreements.
(i) Officers and Directors. A complete and current list of all
officers and Directors of Ideous.
(j) Litigation. A complete and accurate list (in all material
respects) of all material civil, criminal, administrative, arbitration or other
such proceedings or investigations (including without limitations unfair labor
practice matters, labor organization activities, environmental matters and civil
rights violations) pending or, to the knowledge of Ideous threatened, which may
materially and adversely affect Ideous.
(k) Tax Returns. Accurate copies of all Federal and State tax
returns for Ideous, if any.
(l) Agency Reports. Copies of all material reports or filings
(and a list of the categories of reports or filings made on a regular basis)
made by Ideous under ERISA, EEOC, FDA and all other governmental agencies
(federal, state or local).
(m) Banks. A true and complete list (in all material
respects), as of the date of this Agreement, showing (1) the name of each bank
in which Ideous has an account or safe deposit box, and (2) the names and
addresses of all signatories.
(n) Jurisdictions Where Qualified. A list of all jurisdictions
wherein Ideous is qualified to do business and is in good standing.
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(o) Subsidiaries. A complete list of all subsidiaries of
Ideous. The term "Subsidiary" or "Subsidiaries" shall include corporations,
unincorporated associations, partnerships, joint ventures, or similar entities
in which Ideous has an interest, direct or indirect.
(p) Union Matters. An accurate list and description (in all
material respects) of union contracts and collective bargaining agreements of
Ideous, if any.
(q) Employee and Consultant Contracts. A complete and accurate
list of all employee and consultant contracts which Ideous may have.
(r) Employee Benefit Plans. Complete and accurate copies of
all salary, stock option, bonus, incentive compensation, deferred compensation,
profit sharing, retirement, pension, group insurance, disability, death benefit
or other benefit plans, trust agreements or arrangements of Ideous in effect on
the date hereof or to become effective after the date thereof, together with
copies of any determination letters issued by the Internal Revenue Service with
respect thereto.
(s) Insurance Policies. A complete and accurate list (in all
material respects) and description of all material insurance policies naming
Ideous as an insured or beneficiary or as a loss payable payee or for which
Ideous has paid all or part of the premium in force on the date hereof,
specifying any notice or other information possessed by Ideous regarding
possible claims hereunder, cancellation thereof or premium increases thereon,
including any policies now in effect naming Ideous as beneficiary covering the
business activities of Ideous.
(t) Customers. A complete and accurate list (in all material
respects) of the customers of Ideous, including all presently effective
contracts of Ideous to be assigned to Ideous, accounting for the principle
revenues of Ideous.
(u) Licenses and Permits. A complete list of all licenses,
permits and other authorizations of Ideous.
2.05 Organization, Standing and Power. Ideous is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Nevada with all requisite corporate power to own or lease its properties and
carry on its business as is now being conducted.
2.06 Absence of Undisclosed Liabilities. Ideous has no material
liabilities of any nature, whether fixed, absolute, contingent or accrued, which
were not reflected on the financial statements, or otherwise disclosed in this
Agreement.
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2.07 Absence of Changes. As of the date of this Agreement, there has
not been any material adverse change in the condition (financial or otherwise),
assets, liabilities, earnings or business of Ideous.
2.08 Options, Warrants, etc. There are no outstanding options,
warrants, calls, commitments or agreements of any character to which Ideous is a
party or by which Ideous is bound, or is a party, calling for the issuance of
shares of capital stock of Ideous or any securities representing the right to
purchase or otherwise receive any such capital stock of Ideous.
2.09 Title to Assets. Ideous is the sole and unconditional owner of,
with good and marketable title to, all its assets owned by them and all other
property and assets are free and clear of all mortgages, liens, pledges, charges
or encumbrances of any nature whatsoever.
2.10 Agreements in Force and Effect. All material contracts,
agreements, plans, promissory notes, mortgages, leases, policies, licenses,
franchises or similar instruments to which Ideous is a party are valid and in
full force and effect on the date hereof, and Ideous has not breached any
material provision of, and is not in default in any material respect under the
terms of, any such contract, agreement, plan, promissory note, mortgage, lease,
policy, license, franchise or similar instrument which breach or default would
have a material adverse effect upon the business, operations or financial
condition of Ideous.
2.11 Legal Proceedings, Etc. There are no civil, criminal,
administrative, arbitration or other such proceedings or investigations pending
or, to the knowledge of Sector or Ideous, threatened, in which, individually or
in the aggregate, an adverse determination would materially and adversely affect
the assets, properties, business or income of Ideous. Ideous has substantially
complied with, and is not in default in any material respect under, any laws,
ordinances, requirements, regulations or orders applicable to its businesses.
2.12 Governmental Regulation. To the knowledge of Ideous it is not in
violation of or in default with respect to any applicable law or any applicable
rule, regulation, order, writ or decree of any court or any governmental
commission, board, bureau, agency or instrumentality, or delinquent with respect
to any report required to be filed with any governmental commission, board,
bureau, agency or instrumentality which violation or default could have a
material adverse effect upon the business, operations or financial condition of
Ideous.
2.13 Accuracy of Information. No representation or warranty by Sector
contained in this Agreement and no statement contained in any certificate or
other instrument delivered or to be delivered to The Buyer pursuant hereto or in
connection with the transactions contemplated hereby contains or will contain
any untrue statement of a material fact or omits or will omit to state any
material fact necessary in order to make the statements contained herein or
therein not misleading.
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2.14 Subsidiaries. Ideous does not have any other subsidiaries or own
capital stock representing ten percent (10%) or more of the issued and
outstanding stock of any other corporation.
2.15 Consents. No consent or approval of, or registration,
qualification or filing with, any other governmental authority or other person
is required to be obtained or accomplished by Ideous or any shareholder thereof,
in connection with the consummation of the transactions contemplated hereby.
2.16 Improper Payments. No person acting on behalf of Ideous has made
any payment or otherwise transmitted anything of value, directly or indirectly,
to (a) any official or any government or agency or political subdivision thereof
for the purpose of influencing any decision affecting the business of Ideous, or
(b) any political party or any candidate for elective political office, nor has
any fund or other asset of Ideous been maintained that was not fully and
accurately recorded on the books of account of Ideous.
2.17 Copies of Documents. Sector have made available for inspection and
copying by The Buyer and its duly authorized representatives, and will continue
to do so at all times, true and correct copies of all documents which Ideous has
filed with any governmental agencies which are material to the terms and
conditions contained in this Agreement. Furthermore, all filings by Ideous with
governmental agencies, including but not limited to the Internal Revenue
Service, have contained information which is true and correct in all material
respects and did not contain any untrue statement of a material fact or omit to
state any material fact necessary to make the statements made therein not
misleading or which could have any material adverse effect upon the financial
condition or operations of Ideous or adversely affect the objectives of this
Agreement.
ARTICLE 3
MISCELLANEOUS
3.01 Construction. This Agreement shall be construed and enforced in
accordance with the law of the State of Nevada excluding the conflicts of laws.
3.02 Amendment and Waiver. The parties hereby may, by mutual agreement
in writing signed by each party, amend this Agreement in any respect. Any term
or provision of this Agreement may be waived in writing at any time by the party
which is entitled to the benefits thereof, such waiver right shall include, but
not be limited to, the right of either party to:
(a) Extend the time for the performance of any of the
obligations of the other;
(b) Waive any inaccuracies in representations by the other
contained in this Agreement or in any document delivered pursuant
hereto;
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(c) Waive compliance by the other with any of the covenants
contained in this Agreement, and performance of any obligations by the
other; and
(d) Waive the fulfillment of any condition that is precedent
to the performance by the party so waiving of any of its obligations
under this Agreement. Any writing on the part of Sector relating to
such amendment, extension or waiver as provided in this Section 3.03
shall be valid if authorized or ratified by the Board of Directors of
Sector.
3.03 Any notice or other communication required or permitted to be
given hereunder shall be in writing and shall be effective upon hand delivery or
delivery by facsimile at the address or number designated below (if delivered on
a business day during normal business hours where such notice is to be
received). The address for such communications shall be:
To Sector: 0000 Xxxxxxx Xxxx Xxxx, 00xx Xxxxx
Xxx Xxxxxxx
Xxxxxxxxxx 00000
XXX
To The Buyer: Platinum Holdings Capital, Ltd.
X.X. Xxx 000
Wickams Cay 1
Road Town
Tortola BVI
Either party hereto may from time to time change its address for notices under
this Section by giving written notice of such changed address to the other party
hereto.
3.04 Remedies not Exclusive. No remedy conferred by any of the specific
provisions of this Agreement is intended to be exclusive of any other remedy,
and each and every remedy shall be cumulative and shall be in addition to every
other remedy given hereunder or now or hereafter existing at law or in equity or
by statute or otherwise. The election of any one or more remedies by The Buyer
or Sector shall not constitute a waiver of the right to pursue other available
remedies.
3.05 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
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3.06 Benefit. This Agreement shall be binding upon and inure to the
benefit to the parties and their permitted successors and permitted assigns. The
parties hereto may amend this Agreement without notice to or consent of any
third party. Neither Sector nor The Buyer shall assign this Agreement or any
rights or obligations hereunder without prior written consent of the other
(which consent may be withheld for any reason in the sole discretion of the
party from whom consent is sought); provided however, that Sector and The Buyer
may assign their rights and obligations hereunder as a result of any merger or
to any acquirer of substantially all of the assets of Ideous.
3.07 Entire Agreement. This Agreement represents the entire agreement
of the undersigned regarding the subject matter hereof, and supersedes all prior
written or oral understandings or agreements between the parties. No provision
of this Agreement may be waived or amended other than by written instrument
signed by the party against whom enforcement of such an amendment or waiver is
sought.
3.08 Captions and Section Headings. Captions and section headings used
herein are for convenience only and shall not control or affect the meaning or
construction of any provision of this Agreement.
Confirmed and agreed to this 7th day of January, 2002.
PLATINUM HOLDINGS CAPITAL, LTD.
By: /s/ Xxx van den Herik
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Name: Xxx van den Herik
Title: President
SECTOR COMMUNICATIONS, INC.
By: /s/ Xxxxxxx Xxxxx
-----------------
Name: Xxxxxxx Xxxxx
Title: Chairman
