AGREEMENT AND PLAN OF EXCHANGE
AGREEMENT AND PLAN OF EXCHANGE ("Agreement"), dated as of the 9th day of
April, 1999, by and between Custom Touch Electronics, Inc., a Nevada
corporation ("CTE"), and lntraco Systems, Inc., a Florida corporation ("ISI").
Plan of Exchange
The Plan of Exchange will consist of the acquisition by statutory merger
of 100% of the issued and outstanding shares of ISI by CTE and the issuance
by CTE to ISI of a total of 12,500,000 shares of CTE's restricted common
stock, having a par value of $.001, to be issued upon and subject to the terms
and conditions of the Agreement hereinafter set forth. In addition, there
shall be issued 1,487,298 shares of CTE's restricted common stock, having a
par value of $.001, to Xxxxxx Services and Associates for services associated
with this Agreement and Plan of Exchange.
NOW, THEREFORE, in consideration of the promises and the mutual and
dependent covenants hereinafter contained, the parties hereto represent,
warrant, covenant, and agree as follows:
ARTICLE I
1.1 Agreement to Consummate Transactions. Subject to the terms and
conditions of this Agreement, ISI and CTE agree to consummate or cause to be
consummated, the transactions contemplated by Sections 1.2 through 8.1 of
this Agreement ("Transactions"), and agree that the consummation of each of
the Transactions is conditional upon the consummation of each of the other
Transactions.
1.2 Closing. A meeting of the parties to this Agreement ("Closing")
will take place at which time certificates, letters and other documents
required by this Agreement will be delivered or exchanged. The Closing will
take place at the office of CTE as soon as practicable after the parties have
obtained the required shareholder approval, and this Agreement shall be
declared effective as of April 5, 1999.
1.3 Consummation of Transactions. If at the Closing no condition
exists which would permit any of the parties to terminate this Agreement, or
a condition then exists and the party entitled to terminate because of that
condition elects not to do so, then and thereupon CTE and ISI will exchange
the documents necessary to effect the reorganization contemplated by this
agreement.
1.4 Acquisition of Shares. Upon, and subject to the terms and
conditions herein stated, CTE shall acquire from ISI's shareholders and ISI's
shareholders shall transfer, assign and convey to CTE 100% of the issued and
outstanding shares of common stock of ISI.
1.5 Consideration, Issuance and Delivery of Stock. In consideration
of, and in exchange for the foregoing transfer, assignment and conveyance,
and subject to compliance by ISI with its warranties and undertakings
contained herein. CTE shall:
A. At Closing, issue and deliver to ISI 12,500,000 shares of
CTE's common stock in exchange for all of the issued and outstanding common
shares of ISI. The stock will be issued on a restricted and investment basis,
which upon such issuance and delivery, shall be fully paid and non-assessable.
B. Place on each certificate representing their shares of CTE a
standard form investment legend stating that the shares are not registered
under the Securities Act of 1933 and cannot be sold, hypothecated, or
transferred without registration or under an appropriate exemption from
registration. CTE has not represented, directly or indirectly, that it will
take any measure to make the exemption available.
1.6 Limitation of Subsequent Corporate Actions. It is expressly
understood and agreed that ISI, CTE and their affiliates, will not effect a
reverse split of the Company's common stock after the Reorganization for a
period of eighteen months unless it is determined that it is necessary for
additional funding. In no case shall the reverse split be greater than 3 to
1. If a reverse split is effected Xxxxxx Services and Associates shall retain
the same interest as was held prior to the reverse split. It is also agreed
that reverse splits of the Company's common stock shall be discussed with
Xxxxxx and Associates prior to implementation. Additionally, the assets of
ISI shall remain in place as part of the business operations of ISI for a
period of one year, barring written waiver by the parties.
1.7 As of April 5, 1999 the 506 private placement currently being
offered by ISI will be discontinued until after the Reorganization is
complete.
1.8 Exchange of shares for ISI preferred shareholders and option
holders shall be completed after the Reorganization by ISI.
ARTICLE II
Representations and Warranties of ISI
ISI represents and warrants to CTE as follows:
2.1 Organization and Good Standing. ISI is a corporation duly
organized, validly existing and in good standing under the laws of the State
of Florida and has the corporate power to carry on its business as it is now
being conducted. Copies of ISI's Articles of Incorporation, as amended or as
restated, and By-laws, both as presently in effect, are complete and correct.
2.2 Capitalization. ISI 's authorized capital stock consists of
50,000,000 shares of common stock having $.001 par value per share, of which
10,531,500 shares are presently issued and outstanding, and 10,000,000 shares
of preferred stock, $.001 par value, of which 818,500 shares are presently
issued and outstanding, all of which is held by the Shareholders. There are
warrants for the purchase of 150,000 shares and 1,000,000 employee stock
options granted as per the ISI ESOP. No pre-emptive rights are conferred by
the class of stock, and there are no outstanding calls, commitments,
convertible securities or demands, other than those listed above, of any
character relating to the capital stock of ISI, whether issued or unissued.
2.3 Authority. ISI has the corporate power to enter into this
Agreement and carry out the transactions contemplated hereby. The execution,
delivery, and performance of the Agreement by ISI will have been duly and
validly authorized and adopted by CTE Board of Directors, this Agreement and
the consummation of the Plan of Exchange will have been duly and validly
authorized and approved by all necessary corporate action on the part of ISI,
and this Agreement will be legally binding, and enforceable against ISI in
accordance with its terms, subject to applicable bankruptcy, reorganization,
insolvency, moratorium and other laws affecting creditors' rights generally
from time to time in effect and subject to principles of equity, which may
affect the availability of remedies with respect thereto. To the best
knowledge of ISI, the entering into this Agreement by ISI does not, and the
consummation by ISI of the Transactions contemplated by this Agreement will
not violate the provisions of (i) any applicable laws of the United States or
any other state or jurisdiction in which ISI does business; (ii) ISI's
Certificate of Incorporation or By-Laws-, or (iii) any judgment or decree
applicable to ISI subject to the obtaining of ISI of the permits, approvals,
consents, authorizations and modifications referred to in Section 6.3 hereof,
no default or breach will occur in any material respect by virtue of the Plan
of Exchange under any material contract, agreement, mortgage, indenture or
other instrument, which ISI is a part or by which it is bound, and no
material right of ISI under any such existing contract, agreement, mortgage,
indenture or other instrument will be extinguished by virtue of the Agreement.
2.4 Rights, Titles and Interests. The shares to be acquired by CTE
represent 100% interests in all the assets and business of ISI. ISI will not
withhold or withdraw any of the same without prior written approval of CTE.
2.5 Financial Statements. ISI's audited financial report dated
December 31, 1998 listed as Exhibit A, are attached hereto and made a part
hereof.
2.6 Absence of Certain Changes of Events. Except as permitted or
contemplated by this Agreement, or disclosed to CTE, there has not been:
A. Any material adverse change in the assets (including any
such change caused by damage, destruction or loss, whether or not insured),
the results of operations (including any change caused by discontinued
operations), or the business prospects or conditions, financial or otherwise
of ISI; not to the knowledge of ISI has any event or condition occurred which
may result in such change;
B. Any declaration, setting aside or payment of any dividend or
other distribution in respect to ISI Common Stock;
C. Any repurchase or redemption by ISI of any ISI Common Stock; or
D. Any sale or transfer by ISI of any material, tangible asset,
or any mortgage, pledge, lease or lien, charge or encumbrance on any assets,
or any such lease or real property, machinery, equipment or buildings, other
than in the ordinary course of business.
2.7 Litigation. Except as disclosed to CTE, there are no judicial
or administrative actions, suits, proceeding or investigations pending, or,
to the best knowledge and belief of ISI threatened against which might result
in any material adverse change in the condition (financial or other),
properties, assets, business, operations or prospects of ISI or in any
material liability on the part of ISI or which question the validity of this
Agreement or of any action taken or to be taken in connection herewith. There
are no citations, fines or penalties heretofore asserted against ISI under any
federal, state or local law relating to air or water pollution, or other
environmental protection matters, or relating to occupational health or
safety.
2.8 Disclosing of Material Information. Neither this Agreement nor
any exhibit hereto contains any untrue statement or material fact, or admits
to state a material fact necessary to make the statements herein or therein
not misleading, relating to the business or affairs of ISI. There is no fact
known to ISI which materially adversely affects the business, condition
(financial or otherwise) or prospects of ISI which has not been set further
herein or disclosed to CTE.
2.9 Liabilities. There are no material liabilities of ISI, whether
accrued, absolute, contingent or otherwise, which arose or relate to any
transaction of ISI, its agents or servants occurring prior to the statement
date, which are not disclosed by or reflected in said financial statements,
except as disclosed in the Disclosure Statement. There are no such
liabilities of ISI which have arisen or relate to any transaction of ISI, its
agents or servants, occurring since that statement date, other than normal
liabilities incurred in the normal conduct of the business of ISI, and none
of which have a material adverse effect on the business or financial
condition of ISI, except as disclosed in the Disclosure Statement. As of the
date hereof, there are no known circumstances, conditions, happenings, events
or arrangements, contractual or otherwise, which may hereafter give rise to
liabilities, except in the normal course of business of ISI, except as
disclosed in the Disclosure Statement.
2.10 Taxes. All federal, province, county and local income, ad
valorem, excise, profits, franchise, occupation, property, sales, use, gross
receipts and other taxes (including any interest or penalties relating
thereto) and assessments which are due and payable have been duly reported,
fully paid and discharged as reported by ISI, and there are no unpaid taxes
which are, or could become a lien on the properties and assets of ISI, except
as provided for in the financial statements of their date, or have been
incurred in the normal course of business of ISI since that date. All tax
returns of any kind required to be filed have been filed and the taxes paid
or accrued.
2.11 Accuracy of All Statements Made by ISI. No representation or
warranty by ISI in this Agreement, nor any statement certificate, schedule or
exhibit hereto furnished or to be furnished by or on behalf of ISI pursuant
to this Agreement, nor any document or certificate delivered to CTE pursuant
to this Agreement or in connection with actions contemplated hereby, contains
or shall contain any untrue statement of material fact or omits or shall omit
a material fact necessary to make the statement contained therein not
misleading.
ARTICLE III
Representations and Warranties of CTE
CTE represents and warrants to ISI as follows;
3.1 Organization and Good Standing of CTE. CTE is a corporation
duly organized, existing and of good standing under the laws of the State of
Nevada with full corporate power to carry on its business as it is now being
conducted. CTE has qualified as a foreign corporation to do business and is
in good standing in each jurisdiction in which the character and location of
the properties owned or leased by it, or the nature of the business
transacted by it, makes such qualification necessary. Copies of CTE's
Articles of Incorporation, as amended, and By-Laws, both as presently in
effect, are complete and correct.
3.2 Capitalization. CTE's authorized capital stock consists of
100,000,000 shares of common stock, par value of $.001, of which 2,429,989
shares, are issued and outstanding, fully paid and non-assessable. There are
no outstanding warrants to purchase CTE common stock. No pre-emptive rights
are conferred by the class of stock, and there are no outstanding calls,
commitments, convertible securities or demands, other than those listed
above, of any character relating to the capital stock of CTE, whether issued
or unissued. Investment shares of CTE common stock to be issued in
connection
with this Agreement, when so issued will be duly authorized, validly issued,
fully paid, and non-assessable.
3.3 Authority. CTE has the corporate power to enter into this
Agreement and to carry out the transactions contemplated hereby. The
execution, delivery and performance of this Agreement by CTE has been duly
and validly authorized and approved by CTE's Board of Directors. Otherwise,
the entering into of this Agreement by CTE does not, and the consummation by
ISI and CTE of the transactions contemplated hereby, will not violate the
provisions of (i) any applicable laws of the State of Nevada, or any other
jurisdiction in which CTE does business; (ii) CTE's Articles of
Incorporation; as amended, or its By-Laws; or (iii) any judgement or decree
applicable to subject to the obtaining of CTE approvals, consents,
authorizations and modifications referred to in Sections 6.3 hereof, no
default or breach will occur in any material respect by virtue of this
Agreement under any material contract mortgage, agreement, indenture or other
instrument applicable to CTE and no rights of CTE under any existing contract,
agreement, mortgage, indenture or other instrument will be extinguished by
virtue of the Agreement.
3.4 Financial Statements. CTE's audited financial report dated
December 31, 1998, listed as Exhibit "B" attached hereto and made a part
hereof, is true and complete in all material respects, such having been
prepared in accordance with generally accepted accounting principles
consistently followed through the periods covered by such statements, and
present fairly, in accordance with generally accepted accounting principles,
the financial condition of CTE and the results of its operations for the
period covered thereby. Excepting a one (1) for Five Hundred (500) share
reverse split of the outstanding shares of CTI as reported in December 31,
1998 balance sheet there has not been, ince the date of said Report, any
material change in the financial condition, properties, assets, liabilities,
business or operations of CTE which has been, or to the best knowledge of
CTE, is likely to be materially adverse with respect to CTE. As soon as
practicable after consummation of the transaction contemplated by this
Agreement CTE will prepare audited consolidated financial statements, and
will update and file any necessary reports and filings required by applicable
Rules and Regulations of the Securities And Exchange Commission as required.
3.5 Absence of Certain Changes of Events. Since the date of CTE's
last financial report there have not been:
A. Any material adverse change in the assets (including any such
change caused by damage, destruction or loss, whether or not insured). The
results of operations (including any change caused by discontinued
operations) or the business prospects or condition, financial or otherwise of
CTE, nor, to the knowledge of CTE, has any event or condition occurred which
may result in such change;
B. Until the date of Closing, CTE will conduct its business in
the ordinary and usual course; and prior to the time of Closing, it will not,
without the written consent of ISI dispose of any property, except in the
regular, ordinary course of business, declare or pay any dividends, or make
any other distribution to the shareholders, or issue or purchase any stock.
3.6 Litigation. There are no judicial or administrative actions,
suits of a material nature, proceedings or investigations pending, or
threatened against CTE which might result in any material adverse change in
the condition (financial or other), properties, assets, business, operations
or prospects of CTE or in any material liability on the part of CTE or which
question the validity of the Agreement or of any action taken or to be taken
in connections herewith. There are no citations, fines or penalties
heretofore asserted against CTE under any federal, state or local law
relating to air or water pollution, or other environmental protection matters,
or relating to occupational health or safety.
3.7 Disclosing of Material Information. Neither this Agreement nor
any exhibit hereto contains any untrue statement of material fact, or admits
to state a material fact necessary to make the statement herein or therein
not misleading, relating to the business or affairs of to the best knowledge
and belief of its officers and directors. There is no fact known to CTE
which materially adversely affects the business, condition (financial or
otherwise) or prospects of CTE which has not been set forth herein or otherwise
disclosed to ISI and its legal counsel.
3.8 Liabilities. There are no material liabilities of CTE, whether
accrued, absolute, contingent or otherwise, which arose or relate to any
transaction of CTE, its agents or servants occurring prior to the statement
date, which are not disclosed by or reflected in said financial statements,
except as disclosed in the Disclosure Statement. There are no such
liabilities of CTE which have arisen or relate to any transaction of CTE, its
agents or servants, occurring since that statement date, other than normal
liabilities incurred in the normal conduct of the business of CTE, and none
of which have a material adverse effect on the business or financial
condition of CTE, except as disclosed in the Disclosure Statement. As of the
date hereof, there are no known circumstances, conditions, happenings, events
or arrangements, contractual or otherwise, which may hereafter give rise to
liabilities, except in the normal course of business of CTE, except as
disclosed in the Disclosure Statement.
3.9 Finders' fees. CTE has engaged the services of Xxxxxx Services
and Associates as finder and advisor in connection with the transaction
contemplated hereby and has delivered to Jersen Services and Associates, as
consideration for those services, 1,487,298 of its restricted common shares.
3.10 Taxes. All federal, province, county and local income, ad
valorem, excise, profits, franchise, occupation, property, sales, use, gross
receipts and other taxes (including any interest or penalties relating
thereto) and assessments which are due and payable have been duly reported,
fully paid and discharged as reported by CTE, and there are no unpaid taxes
which are, or could become a lien on the properties and assets of CTE, except
as provided for in the financial statements of their date, or have been
incurred in the normal course of business of CTE since that date. All tax
returns of any kind required to be filed have been filed and the taxes paid
or accrued.
3.11 Accuracy of All Statements Made by CTE. No representation or
warranty by CTE in this Agreement, nor any statement certificate, schedule or
exhibit hereto furnished or to be furnished by or on behalf of CTE pursuant
to this Agreement, nor any document or certificate delivered to ISI pursuant
to this Agreement or in connection with actions contemplated hereby, contains
or shall contain any untrue statement of material fact or omits or shall omit
a material fact necessary to make the statement contained therein not
misleading.
ARTICLE IV
Covenants of ISI
ISI Covenants with CTE as follows:
4.1 Negative Covenants. From the date of this Agreement, and prior
to closing, ISI will not, without the prior written consent of CTE engage in
any of the following transactions:
A. Engage in any activities or transactions which will be
outside the normal course of its business;
B. Issue any additional shares of ISI common stock, or issue
any shares of stock in ISI or any shares of stock in ISI or any option,
warrant or right to acquire stock in ISI;
C. Pay any dividend or make any distribution in respect to this
capital stock;
D. Sell any of its assets, other than in the ordinary course of
business;
E. Amend its Certificate of Incorporation or its By-Laws;
F. Recapitalize, reorganize or be a party to any merger or
consolidation or sale of all or substantially all of its assets; or
G. Make any loans or grant increases in compensation to its
officers or employees.
4.2 Affirmative Covenants. Prior to the Closing Date, ISI will do
or has done the following:
A. ISI has convened a special meeting of the stockholders of
ISI, at which time the shareholders of ISI agreed to proceed with the
Agreement and the Plan of Exchange;
B. ISI will use its best efforts to preserve its business
organization intact, and retain the services of its officers and employees;
C. ISI will afford to the officers, attorneys, accountants and
other authorized representatives of CTE full and free access to its
properties, books, tax returns and records, in order that CTE may have a full
opportunity to make such investigations as CTE desires of the affairs of ISI;
D. ISI will promptly advise CTE in writing of any materially
adverse change in the financial condition, business, operations or key
personnel of ISI, any breach of its representations or warranties contained
herein, and any material contract, agreement, license or other arrangement
which, if in effect on the date of this Agreement, should have been included
in this Agreement; and
E. ISI will use its best efforts to accomplish all actions
necessary to consummate the Plan of Exchange, including the satisfaction of
all the conditions set forth in this Agreement.
ARTICLE V
Covenants of CTE
CTE covenants with ISI as follows:
5.1 Negative Covenants. CTE will not, without the prior written
consent of ISI:
A. Declare any dividends payable in shares of CTE common stock;
B. Spilt or combine or reclassify the outstanding shares of CTE
common stock; or
C. Merge into, sell all or substantially all of its assets to
any person or entity.
5.2 Affirmative Covenants. Prior to Closing date, CTE will do the
following:
A. CTE will reserve, and promptly after the Closing will issue
and deliver the number of shares of CTE common stock required, and will take
all other actions contemplated hereby with respect to CTE common stock to be
registered under the Securities or "Blue Sky" Laws of every jurisdiction in
the United States in which any trading of CTE's common stock is contemplated
or is taking place, or in any state which such qualifications is required;
B. CTE will use its best efforts to accomplish all actions
necessary to consummate the Agreement, including satisfaction of all the
conditions contained in this Agreement;
C. CTE will promptly advise ISI in writing of any materially
adverse changes in the financial condition, business, operations, or key
personnel of CTE any breach of its representations or warranties contained
herein, and any material contract, agreement, license or other arrangement
which, if in effect on the date of this agreement, should have been included
in the Agreement;
D. CTE will afford to the officers, attorneys, accountants and
other authorized representatives of ISI full and free access to its
properties, books, tax returns and records, in order that ISI may have a full
opportunity to make such investigations as ISI desires of the affairs of CTE.
ARTICLE VI
Mutual Conditions
Neither ISI nor CTE will be obligated to complete or cause to be
completed the transactions contemplated by this agreement unless the
following conditions have been met prior to or at the Closing:
6.1 Absence of Restraint. No order to restrain, enjoin or otherwise
prevent the consummation of this Agreement, or the transactions contemplated
herein shall have been entered by any court of or administrative body, and no
proceeding to obtain any such order shall have been commenced or shall be
threatened.
6.2 Absence of Termination. The obligations to consummate the
transactions contemplated hereby shall not have been canceled pursuant to
sections 9.l.
6.3 Required Approvals. ISI and CTE shall have received all such
approvals, consents, authorizations or modifications as may be required to
permit the performance of ISI and CTE of their respective obligations under
this Agreement, and the consummations of the transactions herein contemplated
(whether for governmental authorities or other persons), and ISI and CTE
shall each have received any and all permits and approvals from any
regulatory authority having jurisdiction required for the lawful consummation
for the Plan of Exchange.
6.4 Blue Sky Compliance. There shall have been obtained any and all
permits, approvals and consents of the Securities or "Blue Sky" Commissions
or any jurisdictions, and of any other governmental body or agency, which
counsel for CTE may reasonably deem necessary or appropriate so that
consummation of the transactions contemplated by this Agreement will be in
compliance with applicable laws.
ARTICLE VII
Conditions to ISI's Obligations
ISI shall not be obligated to complete or cause to be completed the
transactions contemplated by this Agreement unless the following conditions
have been met prior to or at the Closing:
7.1 Compliance with Representations, Warranties and Covenants. All
of the representations and warranties of CTE made in or pursuant to this
Agreement are true and shall be true in all material respects at and as of
the Closing date, with the same force and effect for changes contemplated or
permitted by the Agreement or otherwise approved in writing by ISI. CTE shall
have complied with and performed all of the covenants contained in this
Agreement to be performed by them at or prior to the Closing Date. Such
shall be evidenced by appropriate Schedules to be attached hereto and
incorporated by reference and certified as correct by the President of CTE.
ARTICLE VIII
Conditions to Obligations of CTE
CTE shall not be obligated to complete or cause to be completed the
transactions contemplated by this Agreement unless the following conditions
have been met prior to or at the Closing:
8.1 Representations, Warranties and Covenants. All of the
representations and warranties of ISI contained in this Agreement and in its
Business Plan provided CTE are true and shall be true in all material
respects at and as of the Closing date. Such shall be evidenced by
appropriate Schedules attached hereto and incorporated by reference and
certified as correct by the Shareholders and President of ISI.
ARTICLE IX
Miscellaneous
9.1 Termination. This Agreement may be terminated or canceled, and
the transactions contemplated hereby may be abandoned, notwithstanding
stockholder authorization, at any time before consummation of the Agreement:
A. By mutual consent of the Board of Directors of ISI and CTE;
B. By any party in the event that any of the conditions
specified in Article VI shall not have been satisfied within the time
contemplated by this Agreement;
C. By CTE if any of the conditions specified in Article VIII
shall not have been satisfied within the time contemplated by this Agreement;
or
D. By ISI if any of the conditions specified in Article VII
shall not have been satisfied within the time contemplated by this Agreement.
9.2 Effect of Termination. If this Agreement is terminated, this
Agreement, except as to Sections 9.3 and 9.4, shall no longer be of any force
or effect and there shall be no liability on the part of any part of any
party or its respective directors, officers or stockholders provided, however,
that in the case of a termination without cause by a party or a termination
pursuant to Sections 9.1 (c) or (d) hereof because of a prior material
default under or material breach of this Agreement by another party, the
damages which the aggrieved party or parties may recover from the defaulting
party or parties shall in no event exceed the amount of out-of-pocket costs
and expenses incurred by such aggrieved party or parties in connection with
this Agreement.
9.3 Return of Information; Confidentially. In the event this
Agreement is terminated or the Plan of Exchange is not consummated for any
reason. ISI and CTE agree that all written information and documents
supplied by either ISI and CTE to each other shall be promptly returned to the
other party at its request, and ISI and CTE shall each use its best efforts
to cause confidential information to continue to be treated as confidential.
9.4 Costs and Expenses. All costs and expenses incurred in
connection with this Agreement will be paid by the party incurring expenses.
In the event of any termination of this Agreement, pursuant to Section 9.1,
subject to the provisions of 9.2, ISI and CTE will each bear their own
expenses.
9.5 Extension of Time; Waivers. At any time prior to the Closing
date:
A. CTE may (i) extend the time for the performance of the
obligations or other acts of ISI; (ii) waive any inaccuracies in the
representations and warranties of ISI contained herein or in any document
delivered pursuant hereto by ISI, and (iii) waive compliance with any of the
agreements or conditions herein to be performed by CTE. Any agreement on the
part of ISI to any such extension or waiver shall be valid only if set forth
in an instrument, in writing, signed on behalf of ISI.
9.6 Assignability. This Agreement shall inure to the benefit of,
and be binding on the parties hereto and their respective successors and
assigns, provided that this Agreement may not be assigned by any party without
the prior written consent of the other party.
9.7 Reliance of Counsel. In rendering any opinion referred to
herein, counsel may rely, as to any factual matters involved in their
opinion, on certificates of public officials and of corporate officers, opinions
of corporate general counsel, and such other evidence as such counsel may
reasonably deem appropriate, and as to matters governed by laws of
jurisdictions other than the United States or the state in which said counsel
is located, an opinion of local counsel in jurisdictions, which counsel shall
be satisfactory to the other parties in the exercise of their reasonable
judgement.
9.8 Notices. Any notice to any party hereto pursuant to this
Agreement shall be given by Certified or Registered mail, addressed as
follows:
Custom Touch Electronics, Inc.
000 X. Xxxxx Xxxxxx
Xxxx Xxxx Xxxx, XX 00000
Intraco Systems, Inc.
0000 XXX Xxxx., Xxxxx 000
Xxxx Xxxxx, XX 00000
9.9 Amendment. This Agreement may be amended with the approval of
the Board of Directors of ISI and CTE at any time before or after approval
thereof by the stockholders of ISI and CTE; but after any such stockholder
approval, no amendment shall be made which substantially and adversely
changes the terms hereof. This Agreement may not be amended except by an
instrument in writing signed on behalf of each of the parties hereto.
9.10 Entire Agreement; Counterparts; Applicable Law. This Agreement
(a) constitutes the entire agreement and superseded all prior agreements and
understanding, both written and oral among the parties with respect to the
subject matter hereof, (b) may be executed in several counterparts, each of
which will be deemed an original and all of which shall constitute one and
the same instrument, and (c) shall be governed in all respects, including
validity, interpretation and effect, by the laws of the State of Nevada.
9.11 Titles. The titles and capitals of the Sections and paragraphs
of this Agreement are included for convenience of reference any and shall
have no effect on the constructions or meaning of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
CUSTOM TOUCH ELECTRONICS, INC.
By:_________________________________
Xxxxx Xxxx, President
INTRACO SYSTEMS, INC.
By:_________________________________
Xxxx X. Xxxxxx, President
