1
EXHIBIT 6.19
PURCHASE AND SALE AGREEMENT
by and among
FUTUREONE, INC.
and
THE MEMBERS OF PROGRESSIVE MEDIA LLC
Dated as of July 16th 1999
2
PURCHASE AND SALE AGREEMENT
By this PURCHASE AND SALE AGREEMENT dated as of July 16th 1999 (this
"Agreement"), Futureone, Inc., a Nevada corporation ("FutureOne"), and Xxxx
Xxxxxxx and XxXXXX Xxxx (collectively, and jointly and severally, the
"Members"), hereby represent, warrant, covenant and agree as follows:
ARTICLE I
PURCHASE AND SALE
1.1 Present Ownership. The Members own 100% of the limited liability
company interests (the "Interests") of Progressive Media LLC, an Arizona limited
liability company ("Progressive"), as follows:
Member Interests Owned Percentage
------ --------------- ----------
Xxxx Xxxxxxx 50 50%
Xx Xxxx 50 50%
--- ---
Total 100 100%
=== ====
1.2 Conveyance of Interests. At the Closing (as defined below), the
Members shall sell, transfer and deliver the Interests to FutureOne, free and
clear of any liens, security interests or other encumbrances of any nature
whatsoever. The Members shall execute such documents as may be necessary or
appropriate to evidence such sale and transfer.
1.3 Purchase Price; Payment. At the Closing, FutureOne shall pay to the
Members, in full and complete consideration for the Interests to be acquired by
FutureOne, an aggregate of 67,605 shares of FutureOne common stock, $.001 par
value per share ("FutureOne Common Stock"), which shall be delivered to the
Members pro rata in accordance with their ownership of Interests as of the
Closing Date.
1.4 Closing. The date on which the consummation of the transactions
contemplated by this Agreement (the "Closing") actually takes place is referred
to in this Agreement as the "Closing Date." The Closing shall take place on the
first business day following the date on which all of the conditions to the
obligations of the parties hereunder shall be satisfied or waived or on such
other date as shall be mutually agreed upon by the parties hereto.
3
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF MEMBERS
Except as specifically provided otherwise in this Article 2, as of the
execution and delivery of this Agreement, each of the Members, in his individual
capacity, represents and warrants to FutureOne as follows:
2.1 Due Execution. This Agreement has been duly executed and delivered
by each of the Members and constitutes the valid and binding agreement of each
of them in accordance with its terms. Each of the Members has full power and
authority to execute, deliver and perform this Agreement. No authorization,
consent or approval of or filing with, any public body, court or authority is
necessary on the part of the Members for the consummation by the Members of the
transactions contemplated by this Agreement.
2.2 No Violation of Other Instruments. The execution and delivery of
this Agreement do not, and the consummation of the transactions contemplated
hereby will not, violate any provisions (including provisions requiring any
consent or approval) of any operating agreement, mortgage, lien, order,
judgment, decree, or of any material lease, agreement or instrument to which
Progressive or any of the Members is a party or by which Progressive or any of
the Members is bound, and will not violate any other material restriction of any
kind or character to which Progressive or any of the Members is subject.
2.3 Due Organization. Progressive is a limited liability company duly
organized, validly existing and in good standing under the laws of its
jurisdiction of organization with all requisite power and authority to own,
operate and lease its properties and carry on its business as presently
conducted. Progressive is not subject to any material disability by reason of
the failure to be duly qualified as a foreign entity for the transaction of
business and in good standing under the laws of any jurisdiction.
2.4 Financial Statements and Due Diligence. The Members represent that,
prior to the Closing Date, they have provided FutureOne with complete due
diligence materials and financial statements that fairly and accurately present
the financial and corporate position of Progressive as of the date indicated and
the report of its operations and changes in the financial position for the
period then ended, in conformity with generally accepted accounting principles
applied on a consistent basis, and includes all adjustments, consisting only of
normally occurring accruals, necessary for a fair statement of the results of
operations for such period.
2.5 No Material Change. Since the date of the financial statements and
due diligence materials provided by Progressive under Section 2.4, there has not
been (i) any material change in the financial condition, business, properties,
or assets of Progressive, (ii) any event or condition of any character which has
materially and adversely affected the business of Progressive, (iii) any
mortgage or pledge of any material amount of the properties or assets of
Progressive, except in each case as disclosed in or contemplated by the
financial statements and related footnotes thereto referred in Section 2.4 above
or (iv) any declaration or setting aside or payment of any distribution with
respect to the Interests.
2
4
2.6 Title to Properties. Progressive has good and clear title to all
significant properties and assets, real and personal, which it purports to own,
free and clear of all security interests, liens, claims, encumbrances and
charges, except for (i) liens for current taxes not yet due and payable, (ii)
liens, encumbrances and claims disclosed in the financial statements and related
notes thereto of Progressive referred to in Section 2.4 above, and (iii) such
imperfections of title, easements and encumbrances, if any, as are not material
in character, amount or extent and do not materially detract from the value, or
materially interfere with the use of the property subject thereto or affected
thereby or otherwise materially impair business operations being conducted
thereon. All leases pursuant to which Progressive leases any substantial amount
of real or personal property are valid and effective in accordance with the
respective terms.
2.7 Liabilities. Progressive does not have any material liabilities or
obligations of a type which would be included on a balance sheet prepared in
accordance with generally accepted accounting principles, whether or not accrued
or contingent and whether or not determined or determinable, including, without
limitation, tax liabilities, except as disclosed in the financial statements
provided by Progressive under Section 2.4. Progressive is not directly or
indirectly liable upon or obligated in any other way to provide funds to or to
guarantee or assume any debt or obligation of any individual or any legal entity
other than of Progressive.
2.8 Litigation. There is no action, suit or proceeding pending or, to
the knowledge of Progressive, threatened against or affecting Progressive, at
law or in equity, or before or by any court, arbitration board, individual,
entity, or federal, state, municipal or any other governmental department,
commission, board, bureau, agency or instrumentality, which, if determined
adversely to Progressive, would individually or in the aggregate have a material
adverse effect on the business, properties, operations, prospects or assets, or
the condition, financial or otherwise, of Progressive.
2.9 Compliance With Statutes and Regulations. Progressive is in
compliance in all respects with, and has at all times complied in all respects
with, all applicable statutes, permit and licensing requirements, zoning and
building codes, land use regulations, health, safety and environmental standards
and orders of, and all restrictions imposed by, all governmental authorities
having jurisdiction over it or the conduct of its business and the ownership and
operation of its assets. No consent, approval or other order of any governmental
or administrative board or body is required as a condition to the validity of
this Agreement or to the consummation of the transactions contemplated hereby.
2.10 Tax Matters. Progressive or the Members have timely filed all
federal, state, local and foreign tax returns for income taxes, sales taxes,
withholding and payroll taxes, property taxes and other taxes of every kind
whatsoever required by law to have been filed prior to the date of this
Agreement. For purposes of the preceding sentence, a return shall be deemed to
have been timely filed if it was filed after the date due but within any period
allowed in an extension granted by the responsible taxing authority. All such
tax returns were complete and accurate in all material respects as of their
filing dates. Progressive or the Members have paid or caused to be paid all
taxes which have become due, together with any interest, if any, due thereon and
any penalties or late fees associated therewith, whether pursuant to such
returns or pursuant to any assessments or otherwise. The amounts established as
provisions for taxes in the financial
3
5
statements provided by Progressive under Section 2.4 above are sufficient for
the payment of all unpaid federal, state, county, local and foreign taxes
(including all assessments and other governmental charges respecting income,
receipts, assets or franchises) applicable to the period ended on the date and
for all years and periods prior thereto to which each financial statement
relates and for which Progressive may be liable in its own right or as
transferee of the assets of, or as successor to any other corporation,
association, partnership, joint venture or other entity. The purchase and sale
of the Interests and any other transaction contemplated by this Agreement will
not result in the imposition of any tax liability upon FutureOne or Progressive.
2.11 Employment of Labor. Progressive has complied in all respects with
applicable federal and state laws and regulations relating to the employment of
labor, including the provisions thereof relating to wages, hours, safety, and
fair employment practices. No employees of Progressive are or have been
represented by a collective bargaining unit.
2.12 Employee Benefit Plans. Progressive currently does not maintain,
and does not have any liability or obligation (contingent or otherwise) under or
with respect to, any employee benefit plans, pension plans, employee welfare
benefit plans, compensation programs or similar plans or programs.
2.13 Proprietary Rights. Progressive does not own, nor is it licensed
under, any patent, patent application, trademark, trademark application, trade
name, service xxxx, copyright, franchise, corporate name, trade secret or other
proprietary right or asset (all of the foregoing are hereinafter referred to as
"Proprietary Rights"). Progressive has not infringed, misappropriated or
otherwise conflicted with any Proprietary Rights or similar rights or assets of
any third parties, nor is any Member aware of any such infringement,
misappropriation or conflict which could occur in the operation of the prior
business of Progressive by FutureOne.
2.14 Interests. The Interests constitute all of the outstanding limited
liability company interests in Progressive and are beneficially owned by the
Members as described in Section 1.1, free and clear of any and all liens,
security interests and other encumbrances. There is no (i) outstanding
subscription or right (whether or not currently exercisable) to Interests; (ii)
outstanding security, instrument or obligation that is or may become convertible
into or exchangeable for Interests; (iii) contract or agreement under which
Progressive is or may become obligated to sell or otherwise distribute
Interests; or (iv) condition or circumstance that may give rise to or provide a
basis for the assertion of a claim by any person or entity to the effect that
such person or entity is entitled to acquire or receive any Interests. All
Interests have been distributed in compliance with (a) all applicable securities
laws and other applicable laws and regulations, and (b) all requirements set
forth in applicable contracts and agreements.
2.15 Investment. Each of the Members represents, warrants and confirms
he (A) understands that the FutureOne Common Stock has not been, and will not
be, registered under the Securities Act of 1933, as amended, or under any state
securities laws, is being offered and sold in reliance upon federal and state
exemptions for transactions not involving any public offering, and will be
restricted in terms of resale in the absence of registration or an available
exemption from registration, (B) is acquiring the FutureOne Common Stock solely
for his or its own account for investment purposes, and not with a view to the
distribution thereof, (C) is a
4
6
sophisticated investor with knowledge and experience in business and financial
matters, (D) has received certain information concerning FutureOne and has had
the opportunity to obtain additional information as desired in order to evaluate
the merits and the risks inherent in holding the FutureOne Common Stock, (E) is
able to bear the economic risk and lack of liquidity inherent in holding the
FutureOne Common Stock, and (F) is an Accredited Investor (as such term is
defined in Rule 501 of Regulation D under the Securities Act of 1933, as
amended).
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF FUTUREONE
FutureOne represents and warrants to the Members, and each of them, as
follows:
3.1 Corporate Status. FutureOne is a corporation duly organized and in
good standing under the laws of the State of Nevada. The execution and delivery
of this Agreement do not, and the consummation of the transactions contemplated
hereby will not, violate any material provision of any material charter, bylaw,
mortgage, lien, lease, agreement, instrument, order, judgment or decree to which
FutureOne is a party or by which FutureOne is bound, and will not violate any
other material restriction to which FutureOne is subject.
3.2 Due Authorization. The execution and delivery of this Agreement by
FutureOne has been duly and validly authorized and all requisite corporate
actions have been taken to make it valid and binding upon FutureOne in
accordance with its terms.
ARTICLE IV
CONDITIONS PRECEDENT TO OBLIGATIONS OF THE PARTIES
The obligations of the parties hereto arising under this Agreement to
be performed at the Closing Date are subject to fulfillment at or prior to the
Closing Date of each of the following conditions except as such parties may
legally waive in writing:
4.1 Representations and Warranties True. Each of the representations
and warranties of the other parties hereto contained in this Agreement shall
have been true and correct when made.
4.2 Progressive Documents. As of the Closing Date, the Members shall
immediately make available to FutureOne any and all original company and
financial records and copies of any records of Progressive.
4.3 Litigation. On the Closing Date, there shall not be pending or
threatened any claim, action, suit or proceeding against any of the parties
hereto or any of their affiliates which, if adversely determined, might prevent
or materially hinder consummation of the transactions contemplated by this
Agreement, result in payment of substantial damages as a result of the
transactions contemplated hereby or otherwise materially impair the benefits to
any party or parties contemplated hereby and no investigation by any
governmental agency shall be pending or threatened which might eventually result
in any such suit, action or proceeding.
5
7
4.4 Compliance with Agreement. Each of the parties hereto shall have
complied with all agreements and covenants applicable to them and contained in
this Agreement.
4.5 Resignations. Progressive shall obtain and deliver to FutureOne the
written resignation of each manager of Progressive.
4.6 Employment Agreements. Each Member shall have entered into an
employment agreement with the Company or one of its subsidiaries.
ARTICLE V
ADDITIONAL AGREEMENTS
5.1 Tax-Free Qualification. The parties hereto intend that the
transactions contemplated by this Agreement shall qualify as a tax-free exchange
under the Internal Revenue Code; provided, however, that neither party makes any
representation or warranty in that regard and this Agreement shall remain in
full force and effect in the event the transactions contemplated hereunder do
not qualify for tax-free treatment with respect to any party hereto. Each party
has relied exclusively on its own professional tax advisors in determining the
income tax effect of this transaction for such party.
5.2 Accounting Methods. The parties hereto warrant that all financial
statements and other financial information have been prepared in accordance with
generally accepted accounting principles.
5.3 Employees. Progressive agrees to terminate any and all employees of
Progressive and/or employment contracts to which Progressive is a party as of
the Closing Date. The employees that FutureOne desires to retain with respect to
the Progressive division shall be employed by FutureOne, or one of its
subsidiaries, under employment and/or non-compete and non-disclosure agreements
entered on or after the execution of this Agreement.
ARTICLE VI
CONDUCT OF BUSINESS PENDING THE CLOSING
6.1 Conduct of Business Pending the Closing. The Members covenant and
agree that, prior to the Closing Date:
(a) Progressive shall not enter into any agreements, make any
payments or otherwise incur any liabilities or obligations of any
nature whatsoever except in the normal course of business; and
(b) Members shall pay or cause to be paid all liabilities and
obligations of Progressive with respect to state franchise, income or
other taxes or assessments incurred or assessed prior to the Closing
Date.
6
8
6.2 Notification. During the period subsequent to the execution of this
Agreement and prior to the Closing Date (the "Pre-Closing Period"), the Members
shall promptly notify FutureOne in writing of:
(a) the discovery by any Member of any event, condition, fact
or circumstance that occurred or existed on or prior to the date of
this Agreement and that caused or constitutes an inaccuracy in or
breach of any representation or warranty made by Progressive in this
Agreement;
(b) any event, condition, fact or circumstance that occurs,
arises or exists after the date of this Agreement and that would cause
or constitute an inaccuracy in or breach of any representation or
warranty made by any Member in this Agreement if (i) such
representation or warranty had been made as of the time of the
occurrence, existence or discovery of such event, condition, fact or
circumstance, or (ii) such event, condition, fact or circumstance had
occurred, arisen or existed on or prior to the date of this Agreement;
(c) any breach of any covenant or obligation of any member;
and
(d) any event, condition, fact or circumstance that would make
the timely satisfaction of any of the conditions set forth in this
Agreement impossible or unlikely.
ARTICLE VII
CLOSING
7.1 General. The Closing shall take place on the Closing Date at the
offices of FutureOne, or at such other time, date or place as shall be mutually
agreed upon by the parties.
7.2 Effect of Acquisition. At the Closing, the effects of the
consummation of the transactions contemplated herein shall be that FutureOne
shall own all of the Interests and, as a result, Progressive shall become a
wholly owned division of FutureOne or one of its affiliates.
7.3 Progressive Operating Agreement. At the Closing or thereafter, the
Progressive Operating Agreement may be amended as necessary to be consistent
with the fiscal year of FutureOne and to allow other provisions of this
Agreement to be consummated in accordance with the terms specified herein.
7.4 Manager. As of the Closing Date, Xxxxxxx Northern and Xxxx X. Xxxx
shall be appointed as the managers of the Progressive division, and shall serve
as managers from and after the Closing Date at the discretion of FutureOne.
7
9
ARTICLE VIII
GENERAL PROVISIONS
8.1 Survival. All covenants, agreements, representations and warranties
contained in Agreement or any certificate or other document delivered pursuant
to this Agreement shall survive the Closing, the payment of all amounts due
hereunder and any investigation conducted by or on behalf of FutureOne or the
Members.
8.2 Notices. Any notice hereunder to a party shall be deemed to be
properly served in writing and personally delivered or mailed to:
If to Members: Mr. Xxxx Xxxxxxx
---------------------
---------------------
Xx. Xxxxxx Xxxx
---------------------
---------------------
If to FutureOne: FutureOne, Inc.
0000 Xxxx Xxxxxxxxx Xxxx
Xxxxx X-000
Xxxxxxx, Xxxxxxx 00000-0000
Attention: Xxxxxxx X. Northern, President
Or to such other address as may have been furnished in writing by such party to
the other parties to this Agreement, and shall be deemed to have been given as
of the time delivered or, if mailed, as of the time acknowledged as received if
mailed registered or certified mail, postage prepaid, it being the intention
that all notices pursuant hereto shall be effective only upon receipt.
8.3 Interpretations. To the extent permitted by the context in which
used; (a) words in the singular number shall include the plural, words in the
masculine gender shall include the feminine and neuter, and vice versa; and (b)
references to "persons" or "parties" in this Agreement shall be deemed to refer
to natural persons, corporations, and all other entities. This instrument shall
be construed in accordance with the fair meaning of its language, and shall not
be construed for or against the party drafting it, solely because of such fact.
8.4 Counterparts. This Agreement may be executed in any number of
counterparts, each of which when so executed, shall constitute an original copy
hereof, but all of which together shall constitute one and the same document.
8.5 Section Headings and Gender. The section headings herein have been
inserted for convenience of reference only and shall in no way modify or
restrict any of the terms or provisions hereof. The use of the masculine or any
other pronoun herein when referring to any party has been for convenience only
and shall be deemed to refer to the particular party intended regardless of the
actual gender of such party.
8
10
8.6 Entire Agreement. This Agreement sets forth the entire
understanding of the parties with respect to the transactions contemplated
hereby, and any previous Agreements or understandings between the parties
regarding the subject matter hereof are merged into and superseded by this
Agreement.
8.7 Non-Assignability. The obligations of this Agreement are personal
to each party, and neither the rights nor obligations under this Agreement may
be assigned or transferred by any party in any manner whatsoever, nor are such
rights or obligations subject to involuntary alienation, assignment or transfer.
8.8 Governing Law. This Agreement shall be exclusively construed in
accordance with the laws of the State of Arizona.
8.9 Severability. The unenforceability, invalidity, or illegality of
any provision of this Agreement shall not render the other provisions
unenforceable, invalid, or illegal. If any term, provision, covenant or
condition of this Agreement is invalidated due to its scope or breadth, such
term, provision, covenant, or condition shall be deemed valid to the extent of
the scope or breadth permitted by law in accordance with the intent of the
parties as expressed herein.
8.10 Waiver of Terms. Any of the terms and conditions of this
Agreement, to the extent permitted by law, may be waived at any time by the
party which is or whose shareholders/Members are entitled to the benefit thereof
by action taken by the boards of directors/Manager of such party, or by the
officer thereof authorized to act for such party, whether before or after action
with respect to this Agreement on behalf of the shareholders/Members of the
parties, or any one or more of them, provided, however, that such action shall
be taken only if, in the judgment of the board of directors/Manager or officer
taking such action, such waiver will not have a materially adverse effect on the
benefits intended hereunder to the shareholders/Members of its or his entity.
Such action shall be evidenced by written notice signed by the officer of the
party taking such action.
8.11 Cooperation. Subject to the terms and conditions herein provided,
each of the parties hereto shall use its best lawful efforts to take, or cause
to be taken, such action, to execute and deliver, or cause to be delivered, such
additional documents and instruments and to do or cause to be done all things
necessary, proper or advisable, under the provisions of this Agreement and under
applicable law to consummate and make effective the transactions contemplated by
this Agreement.
8.12 Arbitration; Exclusive Jurisdiction and Venue. The parties hereby
agree to exclusively submit all controversies, claims, and matters of difference
to arbitration in Phoenix, Arizona, according to the rules and practices of the
American Arbitration Association from time to time in force, except to the
extent that such rules and practices are inconsistent with the terms of this
Agreement. This submission and Agreement to arbitrate shall be specifically
enforceable. The arbitrator shall exclusively apply Arizona law as though he or
she were bound by the applicable statutes and precedents in case law. The
arbitrator shall have the power to issue any award, judgment, decree, or order
of relief that a court of law or equity could issue under
9
11
Arizona law, including but not limited to money damages, specific performance,
or injunctive relief. In the event that any party refuses to submit to
arbitration, the party that has submitted to arbitration shall be empowered to
file the appropriate action in a court in Maricopa County, Arizona. In all
disputes, the non-prevailing party shall be pay the reasonable attorneys' fees
and costs of the prevailing party.
8.13 Enforcement. The failure of either party to enforce any provision
of this Agreement shall not be construed as a waiver or limitation of that
party's right to subsequently enforce and compel strict compliance with every
provision of this Agreement.
8.14 Attorneys' Fees and Costs. Each party has relied exclusively on
their own legal, accounting and business advisors in regard to this transaction
and has not relied on any professional advice from the other party, therefor,
except as otherwise provided herein, each party hereto shall pay its own
expenses incurred in connection with this Agreement and the transactions
incurred in connection with this Agreement and the transactions contemplated
hereby.
8.15 Amendment of Agreement. Notwithstanding anything to the contrary
in this Agreement, to the extent permitted by law, this Agreement may be
amended, supplemented or interpreted at any time by written instrument duly
executed by each of the parties hereto which shall have been authorized by
appropriate action taken by the parties hereto.
8.16 Successors. This Agreement shall be binding upon and shall inure
to the benefit of the parties hereto and their respective heirs, personal
representatives, successors or assigns, as the case may be. FutureOne may assign
any of its respective rights or obligations hereunder to a subsidiary of
FutureOne, provided that as a condition to any such assignment, FutureOne shall
not be released from its liabilities and obligations arising under this
Agreement.
8.17 Termination.
(a) The parties hereto may terminate this Agreement as
provided below:
(i) FutureOne and the Members may terminate this
Agreement by mutual written consent at any time prior to the
Closing:
(ii) FutureOne may terminate this Agreement by giving
written notice to the Members prior to or at the Closing if
any condition set forth in Article IV is not satisfied or if
FutureOne is not satisfied (in its sole discretion) with the
results of its business, legal and accounting due diligence
investigation regarding Progressive;
(iii) FutureOne may terminate this Agreement by
giving written notice to the Members at any time prior to the
Closing in the event any of the Members has breached any
material representation, warranty, or covenant contained in
this Agreement in any material respect, and FutureOne has
notified the Members of the breach; and
10
12
(iv) the Members may terminate this Agreement by
giving written notice to FutureOne at any time prior to the
Closing in the event FutureOne has breached any material
representation, warranty, or covenant contained in this
Agreement in any material respect, and any of the Members has
notified FutureOne of the breach.
(b) If any party terminates this Agreement pursuant to Section
8.17(a) above, all rights and obligations of the parties hereunder
shall terminate without any liability or obligation of any kind
whatsoever of any party to any other party (except for any liability or
obligation of any party then in breach or default of this Agreement).
8.18 Indemnification. The Members, jointly and severally, hereby
indemnify, hold harmless, and agree to defend FutureOne, its officers and
directors, from any and all claims that may arise from any and all acts or
actions, whether intentional or otherwise, of Progressive or the Members that
may have occurred before the Closing Date or may arise from this Agreement, if
it shall be determined that either Member has breached any of his
representations or warranties under this Agreement or if any financial
statements delivered under this Agreement shall contain material misstatements
of fact.
IN WITNESS WHEREOF, the parties hereto have caused this Purchase and
Sale Agreement to be executed as of the 16th day of July, 1999.
FUTUREONE, INC., "MEMBERS"
a Nevada corporation
--------------------------------- -----------------------------
By: Xxxxxxx X. Northern Xxxx Xxxxxxx
Its: President
-----------------------------
Xxxxxx Xxxx
FUTUREONE, INC.,
a Nevada corporation
---------------------------------
By: Xxxx X. Xxxx
Its: Secretary
11
13
ACCEPTED, ACKNOWLEDGED AND AGREED
on this __day of _________, 1999
PROGRESSIVE MEDIA LLC
an Arizona limited liability company
____________________________________
By: Xxxx Xxxxxxx
Its: Managing Member
State of Arizona )
County of Maricopa )
Sworn and subscribed to me this ____ day of ________ 1999 by Xxxxxxx X.
Northern, President of FutureOne, Inc., known to me to be the individual
subscribed by said name in and who executed the foregoing instrument and
acknowledged that they executed same for the uses and purposes therein set
forth.
________________________________ My Commission Expires ____________
Notary Public
State of Arizona )
County of Maricopa )
Sworn and subscribed to me this ____ day of ________ 1999 Xxxx Xxxxxxx, Managing
Member of Progressive Media LLC., respectively and known to me to be the
individuals subscribed by said name in and who executed the foregoing instrument
and acknowledged that they executed same for the uses and purposes therein set
forth.
________________________________ My Commission Expires ____________
Notary Public
State of Arizona )
County of Maricopa )
Sworn and subscribed to me this ____ day of ________ 1999 by Xxxx X. Xxxx,
Secretary of FutureOne, Inc. and known to me to be the individual subscribed by
said name in and who executed the foregoing instrument and acknowledged that
they executed same for the uses and purposes therein set forth.
________________________________ My Commission Expires ____________
Notary Public
12
14
State of Arizona )
County of Maricopa )
Sworn and subscribed to me this ____ day of ________ 1999 by Xxxx Xxxxxxx, a
Member of Progressive Media, LLC, and known to me to be the individual
subscribed by said name in and who executed the foregoing instrument and
acknowledged that they executed same for the uses and purposes therein set
forth.
________________________________ My Commission Expires ____________
Notary Public
State of Arizona )
County of Maricopa )
Sworn and subscribed to me this ____ day of ________ 1999 by Xxxxxx Xxxx, a
Member of Progressive Media, LLC, and known to me to be the individual
subscribed by said name in and who executed the foregoing instrument and
acknowledged that they executed same for the uses and purposes therein set
forth.
________________________________ My Commission Expires ____________
Notary Public
13
