AGREEMENT:
ACQUISITION OF ASSETS AND CHANGE OF CONTROL
THIS ACQUISITION OF ASSETS AND CHANGE OF CONTROL AGREEMENT (the
"Agreement") is entered into as of this 11th day of April, 2002, between NEWTECH
GROUP INTERNATIONAL INC., a Canadian corporation ("NEWTECH" or the "Seller") and
INTERNET VIP INC., a Delaware corporation ("IVIP" or the "Buyer").
WITNESSETH:
WHEREAS, NEWTECH is an accomplished research and development company that
has developed various technologies related to automotive, heavy vehicles,
trucks, busses, trailers and electronics industry, is the owner of patents,
licenses and rights to these technologies, and wishes to commercialize and
market products produced from these technologies.
WHEREAS, IVIP is a public company, incorporated in the State of Delaware
with an authorized capital of 50,000,000 common shares.
WHEREAS, IVIP is seeking new business ventures and/or new products.
WHEREAS, IVIP is desirous to install new management to administer and
profit from the newly acquired assets.
WHEREAS, the respective boards of directors of IVIP and NEWTECH deem it
advisable and in the best interests of IVIP and NEWTECH that NEWTECH sell
various assets to IVIP pursuant to the terms of this Agreement.
NOW, THEREFORE, in consideration of the premises and mutual covenants,
conditions and agreements contained herein and for such other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto, each intending to be legally bound hereby, agree as follows:
ARTICLE I.
TERMS OF THE ACQUISITION
1.1. SALE OF ASSETS. Upon the terms and subject to the conditions set
forth in this Agreement, the Seller shall agree to sell to the Buyer the assets
as described in Schedule 1.1.a) and 1.1.b) hereinafter, the "Sale of the Assets"
or the "Sale").
1.2. SALE CONSIDERATION. In consideration of the Sale, IVIP shall issue to
the Seller an aggregate of 59,800,000 new common shares of IVIP Stock, arid a
royalty payment based on a percentage of sales as described and set out in
schedule 1.2 (Schedule of Royalties). It is the intent of the parties that at
the Closing Date (as defined in Article II) IVIP shall have an aggregate of
approximately 62,100,000 new common shares outstanding.
1.3. DIRECTORS AND OFFICERS OF IVIP. The directors and officers of IVIP
immediately after the date hereof (the "Effective Time") shall be the directors
and officers designated on Schedule 1.3 hereto. Such directors and officers
shall serve until their successors shall have been duly elected, appointed
and/or qualified or until their earlier death, resignation or removal in
accordance with the certificate of incorporation and bylaws. The above
notwithstanding, the newly appointed directors shall resign pursuant to the
provisions of Section 7.4.
1.4. CONVERSION OF CAPITAL STOCK. By virtue of a Written Consent of the
Majority of the Shareholders of IVIP that authorizes such activity, IVIP shall
effect a reverse split of the outstanding common shares of IVIP on a ratio of
1:20 at (or immediately prior to) the Closing Date. That is, the Capital Stock
of IVIP shall be converted so that each twenty shares issued and outstanding of
IVIP stock prior to implementation of the reverse split, shall represent only
one common share of IVIP following implementation of the reverse split.
1.5. ISSUANCE OF CAPITAL STOCK. At the Closing, IVIP shall issue an
aggregate of 47,600,000 new restricted common shares of the Corporation to the
persons/entities as set forth in Schedule A (the "Shares").
1.6. IVIP BUSINESS. At the Closing, IVIP shall have transferred all of its
business and assets out of IVIP to another entity ("Newco").
ARTICLE II.
CLOSING
2.1. DATE AND TIME OF CLOSING. The mutual execution of this Agreement
shall occur on April 11, 2002. Subject to satisfaction of the conditions set
forth in this Agreement and compliance with the other provisions hereof, the
closing of the Asset Acquisition (the "Closing") shall take place on May 15,
2002, at 10:00 a.m., at the offices of Xxxxxx, Xxxxxxxx & Xxxx, P.C., 000
Xxxxxxx Xxxxxx, 00xx' Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place
thereafter as shall be mutually agreeable to the parties hereto, but in no event
later than May 31, 2002, unless otherwise extended by the mutual agreement of
IVIP and NEWTECH (the "Closing Date").
ARTICLE III.
REPRESENTATIONS AND WARRANTIES
3.1. REPRESENTATIONS AND WARRANTIES OF NEWTECH. Seller hereby represents,
covenants and warrants to the Buyer as follows:
(a) GOOD STANDING. Seller is a corporation duly organized, validly
existing and in good standing under the laws of Canada; it has all requisite
corporate power and authority anal is entitled to carry on its business as now
being conducted and to own, lease or operate its properties as and in the places
where such business is now conducted and such properties are now owned, leased
or operated.
(b) CORPORATE RIGHTS AND AUTHORITY OF SELLER. Neither the execution,
delivery nor performance of this Agreement by Seller will, with or without the
giving of notice or the passage of time, or both, conflict with, result in a
default, right to accelerate or loss of rights under, or result in the creation
of any lien, charge or encumbrance pursuant to, any provision of Seller's
certificate of incorporation or by-laws or any franchise, mortgage, deed of
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trust, lease, license, agreement, understanding, law, rule or regulation or any
order, judgment or decree to which Seller is a party or by which it is bound.
Seller has the full power and authority to enter into this Agreement and to
carry out the transactions contemplated hereby and all proceedings required to
be taken by it and/or its shareholders to authorize the execution, delivery and
performance of this Agreement and the agreements relating hereto have been
properly taken. NEWTECH has taken all necessary corporate action and has all of
the necessary corporate power to enter into this Agreement. This Agreement has
been duly and validly executed and delivered by an officer of NEWTECH on its
behalf, and assuming that this Agreement is the valid and binding obligation of
IVIP, is the valid and binding obligation of NEWTECH, enforceable against
NEWTECH in accordance with its terms, except as such enforcement may be limited
by applicable bankruptcy, insolvency, reorganization, moratorium or other
similar laws now or hereafter in effect, or by legal or equitable principles,
relating to or limited creditors' rights generally and except that the remedy of
specific performance and injunctive and other forms of equitable relief are
subject to certain equitable defenses and to the discretion of the court before
which any proceeding therefor may be brought.
(c) ASSETS ARE FREE AND CLEAR. None of the Assets are subject to any
mortgage, pledge, lien, charge, security interest, encumbrance, restriction,
lease, license, easement, liability or adverse claim of any nature whatsoever,
direct or indirect, whether accrued, absolute, contingent or otherwise, except
those imperfections of title and encumbrances, if any, which (i) are not
substantial in character, amount or extent and do not materially detract from
the value of the properties subject thereto, and (ii) do not interfere with
either the present and continued use of the Assets.
(d) INVESTMENT REPRESENTATIONS. Seller and Consultants intend to
hold the Shares for investment and not with a view to the public distribution or
resale thereof. Seller and Consultants agree that Buyer may endorse on any stock
certificate for the Shares to be delivered pursuant to this Agreement an
appropriate legend indicating the Shares are restricted, and that Buyer may
instruct its transfer agent not to transfer any Shares unless advised by the
incumbent management of the Buyer that such provisions have been complied with.
(e) OTHER BUSINESS INTERESTS OF SELLER. Prior to the date hereof and
continuing after the Closing Date, Seller has other business operations not
involving the Assets. Prior to the Closing Date, the other business operations
along with the Other Assets represent, in the aggregate, a majority of Seller's
total assets. Seller has no current plans to sell any of its Other Assets or
business operations.
(f) ACCURACY OF INFORMATION FURNISHED. Seller represents that no
statement made by Seller set forth herein or in the exhibits or the schedules
hereto, and no statement set forth in any certificate or other instrument or
document required to be delivered by or on behalf of Seller pursuant hereto or
in connection with the consummation of the Agreement, contained, contains or
will contain any untrue statement of a material fact, or omits, omitted or will
omit to state any material fact which is necessary to make the statements
contained herein or therein, in light of the circumstances under which they were
made, not misleading.
(g) NON-CONTRAVENTION, CONSENTS. Neither the execution and delivery
of this Agreement by NEWTECH, does or will: (i) violate or conflict with any
provision of the articles of incorporation or bylaws of NEWTECH; (ii) violate
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or, with the passage of time, result in the violation of any provision of, or
result in the acceleration of or entitle any party to accelerate any obligation
under, or result in the creation an imposition of any lien, charge, pledge,
security interest or other encumbrance upon any of the assets, which are
material to the business or operation of NEWTECH, pursuant to any provision of
any mortgage, lien, lease, agreement, permit, indenture, license, instrument,
law, order, arbitration award, judgment or decree to which NEWTECH is a party or
by which it or any of such assets are bound, the effect of which violation,
acceleration, creation or imposition could have a material adverse effect on the
business, assets, operations, earnings, prospects or (financial or otherwise) of
NEWTECH; (iii) violate or conflict with any other restriction of any kind
whatsoever to which NEWTECH is subject or by which any of its assets may be
bound. No consent, authorization, order or approval of, or filing or
registration with, any governmental commission, board or other regulatory body
is required in connection with the execution, delivery and performance of the
terms of this Agreement.
(h) LITIGATION. There is no action, suit, proceeding or
investigation pending or, to the knowledge of NEWTECH, threatened, which could
restrict the ability of NEWTECH to perform its obligations hereunder or could
have a material adverse effect on the business, assets, operations, earnings,
prospects or condition (financial or otherwise) of NEWTECH as it relates to the
Assets. NEWTECH is not in default in respect of any judgment, order, writ,
injunction or decree of any court or any federal, state, local or other
governmental agency, authority, body, board, bureau, commission, department or
instrumentality which could have a material adverse effect on the business,
assets, operations, earnings, prospects or condition (financial or otherwise) of
NEWTECH, as relates to the Assets.
(i) UNLAWFUL PAYMENTS. None of NEWTECH, nor any of its officers,
directors, employees, agents or representatives has made, directly or
indirectly, any bribe or kickback, illegal political contribution, payment from
corporate funds which was incorrectly recorded on the books and records of
NEWTECH, unlawful payment from corporate funds to governmental or municipal
officials in their individual capacities for the purpose of affecting their
action or the actions of the jurisdiction which they represent to obtain
favorable treatment in securing business or licenses or to obtain special
concessions of any kind whatsoever, or illegal payment from corporate funds to
obtain or retain any business.
3.2. REPRESENTATIONS AND WARRANTIES OF IVIP. IVIP represents covenants and
warrants to NEWTECH as follows:
(a) AUTHORIZATION. The execution, delivery and performance of this
Agreement have been duly authorized, adopted and approved by the board of
directors of IVIP. The consummation of the Agreement has been approved by IVIP's
stockholders prior to the Closing. IVIP has taken all necessary corporate action
and has all of the necessary corporate power to enter into this Agreement. This
Agreement has been duly and validly executed and delivered by an officers of
IVIP on its behalf, and assuming that this Agreement is the valid and binding
obligation of NEWTECH, is the valid and binding obligation of IVIP, enforceable
against IVIP in accordance with its terms, except as such enforcement may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium or
other similar laws now or hereafter in effect, or by legal or equitable
principles, relating to or limiting creditors' rights generally and except that
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the remedy of specific performance and injunctive and other forms of equitable
relief are subject to certain equitable defenses and to the discretion of the
court before which any proceeding therefor may be brought. IVIP has the legal
ability to consummate the agreement.
(b) ORGANIZATION; SUBSIDIARIES. IVIP is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Delaware. IVIP has no subsidiaries.
(c) CAPITALIZATION. The number of authorized shares of IVIP Stock as
of the date hereof is as set forth above in the recitals to this Agreement. The
outstanding shares of Stock have been duly authorized, validly issued and are
fully paid and non-assessable. On the Closing Date, and other than listed in
Schedule 3.2(c) there will be no options, warrants, calls, convertible
securities or commitments of any kind whatsoever relating to the capital stock
of IVIP, and there are no voting trusts, voting agreements, securityholder
agreements or other agreements or understandings of any kind whatsoever which
relate to the voting of the capital stock of IVIP.
(d) LIABILITIES. On the Closing Date, IVIP will have no material
indebtedness or liabilities of any nature whatsoever, whether accrued, absolute,
contingent or otherwise and whether due or will become due, except for the
Permitted Liabilities listed on Schedule 3.2(d). Specifically, the Buyer
currently has no outstanding employee contracts.
(e) NON-CONTRAVENTION; CONSENTS. Neither the execution and delivery
of this Agreement by IVIP, does or will: (i) violate or conflict with any
provision of the articles of incorporation or bylaws of IVIP; (ii) violate or,
with the passage of time, result in the violation of any provision of, or result
in the acceleration of or entitle any party to accelerate any obligation under,
or result in the creation an imposition of any lien, charge, pledge, security
interest or other encumbrance upon any of the assets, which are material to the
business or operation of IVIP, pursuant to any provision of any mortgage, lien,
lease, agreement, permit, indenture, license, instrument, law, order,
arbitration award, judgment or decree to which IVIP is a party or by which it or
any of such assets are bound, the effect of which violation, acceleration,
creation or imposition could have a material adverse effect on the business,
assets, operations, earnings, prospects or (financial or otherwise) of IVIP;
(iii) violate or conflict with any other restriction of any kind whatsoever to
which IVIP is subject or by which any of its assets may be bound. No consent,
authorization, order or approval of, or filing or registration with, any
governmental commission, board or other regulatory body is required in
connection with the execution, delivery and performance of the terms of this
Agreement.
(f) EMPLOYEE BENEFIT PLANS. IVIP does not have any "employee benefit
plans" as such term is defined in Section 3(3) of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA") (the "Benefit Plans") covering the
employees of IVIP.
(g) TAX MATTERS. IVIP has timely filed with the appropriate taxing
authorities all returns (including, without limitation, information returns and
other material information) in respect of Taxes required to be filed through the
date hereof. The information contained in such returns is complete and accurate
in all material respects. IVIP has not requested any extension of time within
which to file returns (including, without limitation, information returns) in
respect of any Taxes. IVIP has accurately computed and timely paid all Taxes for
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periods beginning before the date hereof, or an adequate reserve has been
established therefor. No liens for Taxes will exist against any of IVIP's assets
at the Closing Date. IVIP shall have no obligation or liability for or with
respect to (a) any Taxes or other assessments as a consequence of the
transactions contemplated by this Agreement, or (b) any other Taxes or
assessments of IVIP of any kind whatsoever or any penalties or interest with
respect to such Tax liabilities. IVIP has withheld or collected from each
payment made to each of its employees, consultants, contractors and other payees
the amount of Taxes required to be withheld and collected therefrom for all
periods through the date hereof. Any liability for Taxes due and payable through
the date of this Agreement for which no returns are due or have been filed
(including, without limitation, property, payroll and withholding taxes) have
been properly accrued or provided for on the books of IVIP. No material
deficiencies for Taxes have been claimed, proposed, or assessed by any taxing or
other governmental authority against IVIP. There are no pending or, to the best
knowledge of IVIP, threatened audits, investigations or claims for or relating
to any material liability in respect of Taxes, and there are no matters under
discussion with any governmental authorities with respect to Taxes that, in the
reasonable judgment of IVIP, or its counsel is likely to result in a material
amount of Taxes. The federal, state and local returns of IVIP have never been
audited, and IVIP has not been notified that any taxing authority intends to
audit a return for any period. No extension of a statute of limitations relating
to Taxes is in effect with respect to IVIP. IVIP: (i) has not been an includible
corporation in an affiliated group that files consolidated income tax returns;
(ii) is not a party to any tax-sharing agreements or similar arrangements; (iii)
is not a "foreign person" as defined in section 1445(f)(3) of the Code (U.S.);
and (iv) has not made or become obligated to make, and will not, as a result of
the Sale, make or become obligated to make, an "excess parachute payment" as
defined in section 280G of the Code.
(h) LITIGATION. There is no action, suit, proceeding or
investigation pending or, to the knowledge of IVIP, threatened, which could
restrict the ability of IVIP to perform its obligations hereunder or could have
a material adverse effect on the business, assets, operations, earnings,
prospects or condition (financial or otherwise) of IVIP. IVIP is not in default
in respect of any judgment, order, writ, injunction or decree of any court or
any federal, state, local or other governmental agency, authority, body, board,
bureau, commission, department or instrumentality which could have a material
adverse effect on the business, assets, operations, earnings, prospects or
condition (financial or otherwise) of IVIP.
(i) UNLAWFUL PAYMENTS. None of IVIP, nor any of its officers,
directors, employees, agents or representatives has made, directly or
indirectly, any bribe or kickback, illegal political contribution, payment from
corporate funds which was incorrectly recorded on the books and records of IVIP,
unlawful payment from corporate funds to governmental or municipal officials in
their individual capacities for the purpose of affecting their action or the
actions of the jurisdiction which they represent to obtain favorable treatment
in securing business or licenses or to obtain special concessions of any kind
whatsoever, or illegal payment from corporate funds to obtain or retain any
business.
(j) REPORTING REQUIREMENTS. IVIP is subject to the reporting
requirements of Section 12(g) of the Securities Exchange Act of 1934, as
amended; is current in its filings; and all of its filings are materially
accurate and complete.
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(k) BOOKS AND RECORDS.
(i) The books of account and other financial records of IVIP
are complete and correct and have been maintained in accordance with good
business practices.
(ii) All material corporate action of the boards of directors
of IVIP (including any committees) has been authorized, approved and/or ratified
in the respective minute books.
(l) SECURITIES LAWS. All sales of its securities were in compliance
with all federal and state securities laws.
(m) ACCURACY OF INFORMATION FURNISHED. IVIP represents that no
statement made by IVIP set forth herein or in the exhibits or the schedules
hereto, and no statement set forth in any certificate or other instrument or
document required to be delivered by or on behalf of IVIP pursuant hereto,
contained, contains or will contain any untrue statement of a material fact, or
omits, omitted or will omit to state any material fact which is necessary to
make the statements contained herein or therein, in light of the circumstances
under which they were made, not misleading.
3.3. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The representations and
warranties set forth in Sections 3.1 and 3.2 hereof shall survive until the
close of business on the third anniversary of the Closing Date, provided that,
notice or demand with respect to any alleged breach thereof is given as required
pursuant to Article V hereof.
ARTICLE IV.
CLOSING CONDITIONS
4.1. CONDITIONS TO OBLIGATION OF IVIP. The obligation of IVIP to
consummate the Agreement is subject to the fulfillment of each of the following
conditions, which may be waived in whole or in part by IVIP to the extent
permitted by applicable law:
(a) NO MATERIAL ADVERSE CHANGE. No material adverse change in the
business, assets, operations, earnings, prospects or condition (financial or
otherwise) of NEWTECH, as relate to the Assets, which would materially and
adversely affect the Assets.
(b) COPIES OF RESOLUTIONS. NEWTECH shall have furnished IVIP with
certified copies of resolutions duly adopted by the board of directors of
NEWTECH authorizing the execution, delivery and performance of the terms of this
Agreement and all other necessary or proper corporate action to enable NEWTECH
to comply with the terms of this Agreement.
(c) ACCURACY OF REPRESENTATIONS AND WARRANTIES. Each of the
representations and warranties of NEWTECH set forth in this Agreement shall have
been true, correct and complete in all material respects when made and shall
also be true, correct and complete in all material respects at and as of the
Closing Date, with the same force and effect as if made at and as of the Closing
Date. NEWTECH shall have performed and complied in all material respects with
all agreements and covenants required by this Agreement to be performed by
NEWTECH at or prior to the Closing Date.
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(d) DELIVERY OF OFFICERS' CERTIFICATES. NEWTECH shall have delivered
to IVIP certificates, dated as of the Closing Date, and signed by the Chairman
of the Board and Chief Operating Officer ("COO") of NEWTECH representing and
affirming that: (i) the representations and warranties made by NEWTECH as set
forth in Section 3.1 of this Agreement and referred to in Subsection 4.1(c)
above were and are true, correct and complete as required by Subsection 4.1(c)
and all the conditions set forth in this Section 4.1 have been satisfied.
NEWTECH shall also have delivered certificates signed by its Secretary with
respect to the authority and incumbency of the officers of NEWTECH executing
this Agreement and any documents required to be executed or delivered in
connection therewith.
(e) DELIVERY OF STOCK CERTIFICATES. A letter from Chairman of the
Board and COO of NEWTECH identifying by name and amount the parties entitled to
receive shares of IVIP Stock.
(f) CONSENTS AND WAIVERS. Any and all necessary consents,
authorizations, orders or approvals shall have been obtained, except as the same
shall have been waived by IVIP.
(g) LITIGATION. There shall be no effective injunction, writ or
preliminary restraining order or any order of any kind whatsoever with respect
to NEWTECH issued by a court or governmental agency (or other governmental or
regulatory authority) of competent jurisdiction restraining or prohibiting the
consummation of the Sale or making consummation thereof unduly burdensome to
NEWTECH. No proceeding or lawsuit shall have been commenced, be pending or have
been threatened by any governmental or regulatory agency or authority or any
other person with respect to the Sale.
(h) DELIVERY OF DOCUMENTS AND OTHER INFORMATION. NEWTECH shall have
delivered to IVIP all of the agreements, contracts, documents and other
instruments required to be delivered pursuant to the provisions of this
Agreement.
(i) SEC FILINGS. The SEC shall have reached a "no comment stage" on
a Form 14(f)-1 regarding the Agreement. NewTech shall collaborate with IVIP in
preparing the filing document (which IVIP shall actually file) and assist in
responding to the SEC comments.
(j) IVIP LEGAL AND ACCOUNTING FEES. The Seller shall pay for all
legal, accounting and related fees incurred by both parties with respect to this
agreement, to a maximum of $50,000 (USD).
4.2. CONDITIONS TO OBLIGATIONS OF NEWTECH. The obligations of NEWTECH to
consummate the Sale are subject to the fulfillment of each of the following
conditions, which may be waived in whole or in part by NEWTECH to the extent
permitted by law:
(a) COPIES OF RESOLUTIONS. IVIP shall have furnished NEWTECH with
certified copies of resolutions duly adopted by its board o(pound) directors
authorizing the execution, delivery and performance of the terms of this
Agreement and all other necessary or proper corporate action to enable it to
comply with the terms of this Agreement.
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(b) CERTIFICATES OF GOOD STANDING. IVIP shall have furnished NEWTECH
with a certified copy of a certificate of its good standing.
(c) ACCURACY OF REPRESENTATIONS AND WARRANTIES. Each of the
representations and warranties of IVIP set forth in this Agreement shall have
been true, correct and complete in all material respects when made and shall
also be true, correct and complete in all material respects at and as of the
Closing Date, with the same force and effect as if made at and as of the Closing
Date. IVIP shall have performed and complied with in all material respects all
agreements and covenants required by this Agreement to be performed by IVIP at
or prior to the Closing Date.
(d) DELIVERER OF OFFICERS' CERTIFICATES. IVIP shall have delivered
to NEWTECH certificates, dated the Closing Date and signed by the Chairman of
IVIP, affirming that: (i) the representations and warranties of IVIP as set
forth in Section 3.2 of this Agreement and referred to in Subsection 4.2(c)
above were and are true, correct and complete as required by Subsection 4.2(c)
above; and (ii) the conditions set forth in this Section 4.2 have been
satisfied. IVIP shall also have delivered a certificate signed by its Secretary
with respect to the authority and incumbency of the officers of IVIP executing
this Agreement and any documents required to be executed or delivered in
connection therewith.
(e) STOCK CERTIFICATES. At the Closing, IVIP shall issue irrevocable
instructions to its transfer agent to issue and deliver certificates
representing the shares of IVIP Stock issuable pursuant hereto, which
certificates shall be in the names and in the amounts, as set forth on Schedule
A hereto.
(f) CONSENTS AND WAIVERS. Any and all necessary consents,
authorizations, orders or approvals described above shall have been obtained,
except as the same shall have been waived by NEWTECH.
(g) LITIGATION. There shall be no effective injunction, writ or
preliminary restraining order or any order of any kind whatsoever with respect
to IVIP issued by a court or governmental agency (or other governmental or
regulatory authority) of competent jurisdiction restraining or prohibiting the
consummation of the Merger or making the consummation thereof unduly burdensome
to IVIP. On the Closing Date and immediately prior to consummation of the
Merger, no proceeding or lawsuit shall have been commenced, be pending or have
been threatened or by any governmental or regulatory agency or authority or any
other person with respect to the Merger.
(h) SHELL COMPANY. At the Closing, by virtue of the transfer of
all of its assets and its non-Permitted Liabilities to Newco, IVIP shall be a
shell corporation, devoid of all assets and liabilities, except for the
Permitted Liabilities.
(i) DELIVERY OF DOCUMENTS AND OTHER INFORMATION. IVIP shall have
delivered to NEWTECH all of the agreements, contracts, documents and other
instruments required to be delivered pursuant to the provisions of this
Agreement.
(j) ESCROW SHARES. The IVIP Escrowers (as defined in Article V)
shall have delivered the required shares into Escrow.
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(k) OUTSTANDING SHARES. IVIP shall have implemented a reverse split
of its outstanding shares in such a ratio so that IVIP shall have no more than
,2,500,000 shares outstanding prior to issuing the Shares to NEWTECH at the
Closing.
ARTICLE V.
ADMINISTRATION OF SHARES - INDEMNITY CLAIM
5.1. CLAIM NOTICE. If, during the term of this Agreement, the Seller
believes that it has incurred or suffered a loss resulting from breaches of the
representation, warranties and covenants made by the Buyer in the Agreement, it
shall give a written notice of such claim (a "Claim Notice") to the Buyers and
the Escrow Agent, and the Escrow Agent shall confirm that it has received such
notice. Each Claim Notice shall state the amount of claimed damages (the
"Claimed Amount") and the basis for such claim.
5.2. RESPONSE NOTICE. Within thirty (30) calendar days after delivery of a
Claim, Notice, the Sellers shall provide to Buyer with a copy to the Escrow
Agent, a written response (the "Response Notice") in which the Buyers shall: (i)
agree that the IVIP Escrow representing the value of the Claimed Amount may be
released by the Escrow Agent to Seller in full payment of the Claimed Amount and
Seller shall grant the Buyer a full and final release in relation to the claim,
(ii) agree that the IVIP Escrow representing the value of part, but not all, of
the Claimed Amount (such part being the "Agreed Amount") may be released by the
Escrow Agent to Buyer in partial payment of the Claimed Amount and Seller shall
grant the Buyer a partial release of the Claimed Amount equal to the Agreed
Amount, or (iii) contest that any IVIP Escrow may be released by the Escrow
Agent to Seller- If no Response Notice is delivered by the Buyers to the Escrow
Agent within such thirty (30) day period, they shall be deemed to have agreed
that the IVIP Escrow representing all of the value of the Claimed Amount may be
released to Seller by the Escrow Agent in accordance with the Claim Notice.
5.3. DISTRIBUTION OF ESCROW. If the Buyers agree (or are deemed to have
agreed) that the IVIP Escrow representing in value all of the Claimed Amount may
be released by the Escrow Agent to Seller, the Escrow Agent shall, promptly
following the earlier of the required delivery date for the Response Notice or
the delivery of the Response Notice, distribute to Seller the IVIP Escrow
representing in value an amount equal to the Claimed Amount (or the balance of
IVIP Escrow held by the Escrow Agent in the event that the value of such IVIP
Escrow is less than the Claimed Amount).
5.4. PARTIAL DISTRIBUTION OF ESCROW. If the Buyers agree that the IVIP
Escrow representing in value part, but not all, of the Claimed Amount may be
released by the Escrow Agent to Seller, the Escrow Agent shall promptly,
following the delivery of the Response Notice, disburse to Seller the IVIP
Escrow representing in value an amount equal to the Agreed Amount set forth in
such Response Notice (or the balance of IVIP Escrow held by the Escrow Agent in
the event that the Agreed Amount is greater than the remainder of the IVIP
Escrow).
5.5. CONTESTED AMOUNT. The parties hereto, other that the Escrow Agent,
agree that if the Buyers contest the release of the IVIP Escrow representing the
value of all or part of the Claimed Amount (the "Contested Amount"), the Buyers
and Seller shall attempt in good faith to agree upon the rights of the
respective parties with respect to the Claimed Amount. If the parties should so
10
agree, a settlement agreement setting forth such settlement shall be prepared
and signed by the parties and shall be furnished to the Escrow Agent. The Escrow
Agent shall be entitled to rely on such settlement agreement and distribute the
IVIP Escrow in accordance with the terms thereof.
If no such agreement can be reached after good faith negotiations, the
matter shall be settled by arbitration in accordance with the relevant provision
of the Quebec Code of Civil Procedure.
5.6. DECISION OF THE ARBITRATOR. The final decision of the arbitrator(s)
shall be furnished to the Buyers, Seller and the Escrow Agent in writing and
shall constitute a conclusive determination of the issue in question, binding
upon the Sellers, Buyer and the Escrow Agent and shall not be contested by any
of them. Such decision may be used in a court of law only for the purpose of
seeking enforcement of the arbitrator's award. After delivery of a Response
Notice that the Claimed Amount is contested by the Buyers, the Escrow Agent
shall continue to hold the IVIP Escrow representing in value an amount
sufficient to cover the Contested Amount (up to the amount of the IVIP Escrow
then held by the Escrow Agent), until (i) delivery of a copy of a settlement
agreement executed by Buyer and the Sellers setting forth instructions to the
Escrow Agent as to the distribution, if any, that shall be made with respect to
the Contested Amount or (ii) delivery of a copy of the judgment of the court
homologating the final award of the arbitrator setting forth instructions to the
Escrow Agent as to the distribution, if any, that shall be made with respect to
the Contested Amount. The Escrow Agent shall thereon distribute such IVIP Escrow
(to the extent such IVIP Escrow are then held by the Escrow Agent) to Seller in
accordance with such agreement or instructions.
5.7. RELEASE OF ESCROW. Before releasing the escrow, or any of it, the
Escrow Agent shall give notice to IVIP and Newco of its intentions. The Escrow
Agent shall not release the escrow pursuant to the notice until two (2) business
days after the notice has been sent to both parties. If Newco or IVIP dispute
the Escrow Agent's proposed delivery of the escrow as disclosed in the notice,
the Escrow Agent shall continue to hold all of the then remaining disputed part
of the escrow until the issue of who is entitled to the escrow is finally
determined in a Court of competent jurisdiction. The escrow may not be
terminated except by delivery or release of all of the escrow in accordance with
the terms of this article V. The above notwithstanding, if no claims have been
presented on or prior to April 30, 2003, the Escrow Agent shall promptly release
the escrow to the relevant group of Escrowers without notice.
ARTICLE VI.
EVENTS OF DEFAULTS
6.1. An event of default will deemed to occur if:
(a) FALSE REPRESENTATIONS. Any representation or warranty of the
Buyer made herein or in any instrument or document delivered to the Seller in
connection herewith is false or materially incorrect or misleading;
(b) NOTICE. the Buyer defaults in any other obligations, or any
obligation under any other agreement with the Seller or any affiliate of the
11
Seller, and such default continues for 10 days after notice thereof by the
Seller or such affiliate, as applicable, to the Buyer;
(c) BANKRUPTCY. Any act of bankruptcy takes place respecting the
Buyer, or any proceeding, petition or notice, voluntary or involuntary, is
commenced, made, given or filed, as the case may be, by the Buyer or any other
person, under any present or future statute or law relating to bankruptcy,
insolvency, or relief from or compromise or arrangement with creditors of the
Buyer;
(d) CESSATION OF BUSINESS. The Buyer ceases, or threatens to cease,
to carry on business or makes or proposes to make any sale of its enterprise or
of the whole or any substantial part of its assets in bulk, or otherwise out of
the normal course of business;
(e) SEIZURE. Any execution, sequestration, seizure, expropriation,
restraint or similar process is brought or threatened, by way of notice or
otherwise, against, or a distress or analogous process is levied upon the whole
or any part of the property of the Buyer or the Assets;
(f) APPOINTMENT OF RECEIVER. Any trustee, receiver interim receiver
administrator, manager or similar official is appointed with respect to all or
any part of the property, assets, undertaking or enterprise of the Buyer,
whether pursuant to any private instrument or agreement or by order of any
court; or
(g) MERGER. The Buyer, ownership of, or control and direction over
the property, assets, undertaking or enterprise of the Buyer or the majority of
its voting shares, changes by amalgamation, merger, sale, transfer of shares or
otherwise, except pursuant to death of a shareholder, or the Buyer passes any
resolution concerning any matter addressed in paragraph (d) or with respect to
or any proceedings, voluntary or involuntarily, are commenced under any present
or future law relating to amalgamation, liquidation, winding-up or dissolution.
6.2. OTHER CIRCUMSTANCES. If any event or circumstance has arisen or
occurred which, with notice and/or lapse of time, could become a Default, any or
all the Buyer's rights hereunder and the Seller's obligations hereunder shall,
at the option of the Seller, be suspended.
6.3. REMEDIES. Upon Default, the Seller shall be entitled to do one or
more of the following, subject to applicable law:
(a) declare this Agreement to be in default (with or without
terminating this Agreement) whereupon all obligations shall be immediately due,
payable and enforceable without any notice or demand whatsoever;
(b) resiliate this Agreement;
(c) take possession of the Assets, without demand, notice or legal
proceeding wherever the same may be found and without prior demand and without
legal process, and for that purpose may enter any premises where the Assets may
be and take possession thereof, and enter on any premises of the Buyer or any
other person for such purpose;
12
(d) sell, lease or otherwise dispose of the Assets by public or
private transaction for such consideration payable immediately and/or deferred
and on such terms and conditions as the Seller in its discretion determines; and
(e) exercise any other rights or remedies and/or take any
proceedings available to the Seller hereunder at law or in equity.
ARTICLE VII.
TERMINATION AND REMEDIES FOR BREACH OF THIS AGREEMENT
7.1. TERMINATION BY MUTUAL AGREEMENT. This Agreement may be terminated at
any time prior to the Closing by unanimous consent of the parties hereto,
provided that such consent to terminate is manifested in writing and is signed
by each of the parties hereto.
7.2. TERMINATION FOR FAILURE TO CLOSE. This Agreement may be terminated by
any of the parties hereto if the Closing shall not have occurred by May 31,
2002, provided that, the right to terminate this Agreement pursuant to this
section shall not be available to any party whose failure to fulfill any of its
obligations hereunder has been the cause of or resulted in the failure to
consummate the Sale by the foregoing date.
7.3. TERMINATION BY OPERATION OF LAW. This Agreement may be terminated by
any of the parties hereto if, in the reasonable opinion of counsel to the
respective parties hereto, there shall be any statute, rule or regulation that
renders consummation of the Sale illegal or otherwise prohibited, or a court of
competent jurisdiction or any government (or governmental authority) shall have
issued an order, decree or ruling, or has taken any other action restraining,
enjoining or otherwise prohibiting the consummation of such transactions and
such order, decree, ruling or other action shall have become final and
non-appealable.
7.4. EFFECT OF TERMINATION OR DEFAULT; REMEDIES. In the event of
termination of this Agreement as set forth above, this Agreement shall forthwith
become void and there shall be no liability on the part of any Non-Defaulting
Party (as defined below). The foregoing shall not relieve any Defaulting Party
from liability for damages actually incurred as a result of such party's breach
of arty term or provision of this Agreement. Also, all members of the IVIP Board
of Directors not a member prior to the date hereof shall promptly resign.
7.5. REMEDIES; SPECIFIC PERFORMANCE. In the event that any party shall
fail or refuse to consummate the Agreement (except pursuant to Sections 6.1, 6.2
or 6.3 above) or if any default under or breach of any representation, warranty,
covenant or condition of this Agreement on the part of any party (the
"Defaulting Party") shall have occurred that results in the failure to
consummate the Sale, then in addition to the other remedies provided herein, the
non-defaulting party (the "Non-Defaulting Party") shall be entitled to seek and
obtain money damages from the Defaulting Party and/or may seek to obtain an
order of temporary or permanent injunctive relief and/or specific performance
thereof against the Defaulting Party from a court of competent jurisdiction,
provided that, the Non-Defaulting party seeking any injunctive relief or
specific performance must file its request with such court within forty-five
(45) days after it becomes aware of the Defaulting Party's failure, refusal,
default or breach and further provided, that in no event shall a Defaulting
Party be liable for special, incidental or consequential damages. In addition,
13
the Non-Defaulting Party shall be entitled to obtain from the Defaulting Party
court costs and attorneys' fees incurred in connection with or in pursuit of
enforcing the rights and remedies provided hereunder.
ARTICLE VIII.
POST-CLOSING OBLIGATIONS
8.1. IVIP STOCK SALES. For the first three (3) months following the
Closing, IVIP may only issue securities for cash and/or payment of goods and
services at fair market value or up to 15% of the outstanding and issued shares
for consulting services.
8.2. CAPITALIZATION. For the first year following the Closing, IVIP may
not implement a reverse split.
8.3. PERMITTED LIABILITIES. IVIP shall pay in full or cause to have
settled all of the Permitted Liabilities by May 31, 2003.
ARTICLE IX.
MISCELLANEOUS
9.1. FEES AND EXPENSES. Except as otherwise described herein, each party
hereto shall pay its own expenses incident to negotiation, execution, delivery
and performance of the terms of this Agreement and the consummation of the Sale
and change in control of IVIP.
9.2. MODIFICATION, AMENDMENTS AND WAIVER. The parties hereto may amend,
modify or otherwise waive any provision of this Agreement by unanimous consent,
provided that such consent and any amendment, modification or waiver is in
writing and is signed by each of the parties hereto.
9.3. ASSIGNMENT. Neither NEWTECH, the Escrowers or IVIP shall have the
authority to assign its rights or obligations under this Agreement without the
prior written consent of the other parties hereto.
9.4. BURDEN AND BENEFIT. This Agreement shall be binding upon and, to the
extent permitted in this Agreement, shall inure to the benefit of the parties
and their respective successors and assigns. In the event of a default by
NEWTECH (or of IVIP following the Closing), of any of its obligations hereunder,
the sole and exclusive recourse and remedy of Newco shall be against IVIP and/or
NEWTECH and any of their assets; under no circumstances shall any officer or
director or securityholder of NEWTECH or IVIP be liable in law or equity for any
obligations of NEWTECH (or IVIP) hereunder, in the event of NEWTECH's (or IVIP's
default. In the event of a default by IVIP of any of its pre-Closing obligations
hereunder, the sole and exclusive recourse and remedy of NEWTECH (or of IVIP
following the Closing) shall be against Newco and its assets; under no
circumstances shall any officer, director, stockholder or affiliate of Newco be
liable in law or equity for any pre-Closing obligations of IVIP.
9.5. BROKERS. NEWTECH and IVIP represent and warrant to the other that the
only brokers or finders entitled to brokerage or finder's fees or other
commissions or fees based upon the Sale and/or the transactions described in
14
this Agreement are listed on Schedule 8.5 along with the amounts they are
entitled to receive.
9.6. ENTIRE AGREEMENT. This Agreement and the exhibits, lists and other
documents referred to herein contain the entire agreement among the parties
hereto with respect to the Sale and supersede all prior agreements with respect
thereto, whether written or oral.
9.7. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the Province of Quebec, Canada, without regard,
however, to such jurisdiction's principles of conflicts of laws. Any action
brought by either party against the other concerning the transactions
contemplated by this Agreement shall be brought only in the provincial courts of
Quebec located in the District of St. Xxxxxx. Service of process in connection
with any such action may be made in the manner set forth in Section 8.8 of this
Agreement. The prevailing party shall be entitled to recover from the other
party its reasonable attorney's fees and costs. In the event that any provision
of this Agreement or any other agreement delivered in connection herewith is
invalid or unenforceable under any applicable statute or rule of law, then such
provision shall be deemed inoperative to the extent that it may conflict
therewith and shall be deemed modified to conform with such statute or rule of
law. Any such provision which may prove invalid or unenforceable under any law
shall not affect the validity or enforceability of any other provision of any
agreement.
9.8. NOTICES. Any notice, request, instruction or other document to be
given hereunder by any party hereto shall be in writing and delivered
personally, by facsimile transmission or telex, or sent by commercial overnight
delivery service or registered or certified mail (return receipt requested),
postage prepaid, addressed as follows:
If to IVIP (pre-Closing) or Internet VIP Inc.
Newco: 00 Xxxxxxxxxx
Xxxxxxxx, Xxx Xxxx 00000
Attn: Xxxx Xxxxxxxxx
President
Facsimile:
with a copy to: Xxxxxx, Xxxxxxxx & Xxxx, P.C.
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxx Xxxxxxxxx, Esq.
Facsimile: (000) 000-0000
If to NewTech: NewTech Group International Inc.
000 Xxxxxxxxxx Xxxxxxxxx
Xxxxxxxxxx, Xxxxxx X0X 0X0
Attn: Xxxx Xxxxxxxx
Facsimile: (000) 000-0000
15
with a copy to: NewTech Group International Inc.
000 Xxxxxxxxxx Xxxxxxxxx
Xxxxxxxxxx, Xxxxxx X0X 0X0
Attn: Xxxxxx Xxxxxxxx
Facsimile: (000) 000-0000
or to such other persons or addresses as may be designated in writing by the
party to receive such notice. If sent as aforesaid, the date any such notice
shall be deemed to have been delivered on the first business day after
transmission of a facsimile or telex, the first business day after delivery to a
commercial overnight delivery service, or five (5) days after delivery into a
United States or Canadian Postal facility.
9.9. COUNTERPARTS. This Agreement may be executed in two (2) or more
counterparts, each of which shall be an original or a facsimile copy, but all of
which shall constitute but one agreement.
9.10. RIGHTS CUMULATIVE. All rights, powers and privileges conferred
hereunder upon the parties, unless otherwise provided, shall be cumulative and
shall not be restricted to those given by law. Failure to exercise any power
given any party hereunder or to insist upon strict compliance by any other party
shall not constitute a waiver of any party's right to demand exact compliance
with any of the terms or provisions hereof.
9.11. SEVERABILITY OF PROVISIONS. The provisions of this Agreement shall
be considered severable in the event that any of such provisions are held by a
court of competent jurisdiction to be invalid, void or otherwise unenforceable.
Such invalid, void or otherwise unenforceable provisions shall be automatically
replaced by other provisions which are valid and enforceable and which are as
similar as possible in term and intent to those provisions deemed to be invalid,
void or otherwise unenforceable. Notwithstanding the foregoing, the remaining
provisions hereof shall remain enforceable to the fullest extent permitted by
law.
9.12. HEADINGS. The headings set forth in the articles and sections of
this Agreement and in the exhibits and the schedules to this Agreement are
inserted for convenience of reference only and shall not be deemed to constitute
a part hereof.
9.13. KNOWLEDGE STANDARD. When used in this Agreement, the phrase "to the
best knowledge of, " "knowledge of, " "known to" or similar phrases shall mean
the actual knowledge of: (i) with respect to IVIP or Acquisition, the current
officers and directors of IVIP; (ii) with respect to NEWTECH, the current
officers and directors of NEWTECH; and (iii) the named individual.
9.14. JOINT PREPARATION. This Agreement was jointly prepared by IVIP and
NewTech and is not to be construed against any party hereto. Should any
provision of this Agreement be found to be illegal or unenforceable by any court
of competent jurisdiction and cannot be modified to be enforceable, such
provision shall immediately become null and void leaving the remainder of this
Agreement in effect.
16
9.15. THIRD-PARTY BENEFICIARIES. Notwithstanding anything in this
Agreement to the contrary, there shall be no third-party beneficiaries and no
third-party may make any claims against any of the parties hereto based upon the
non-performance of any party hereto of any obligation contained in this
Agreement, except that Xxxxxx, Xxxxxxxx & Xxxx, P.C. is deemed to be a
third-party beneficiary of Sections 4.1(j) and 8.3.
9.16. CONFIDENTIALITY. THE PARTIES HERETO AGREE THAT NEITHER PARTY WILL
DISCLOSE THE TERMS OF THIS AGREEMENT OR RELEASE ANY INFORMATION RELATIVE TO THIS
AGREEMENT TO AN OUTSIDE THIRD-PARTY OR ISSUE ANY PRESS RELEASE ANNOUNCING THE
AGREEMENT WITHOUT THE EXPRESS WRITTEN PERMISSION OF THE OTHER PARTY EXCEPT FOR
THOSE DISCLOSURES WHICH MUST BE MADE BY LAW OR REGULATION IN THE JURISDICTIONS
IN WHICH EITHER PARTY OPERATES.
9.17. Les parties ont convenu que le present contrat soit ecrit en
anglais.
9.18. The parties agree that this Agreement be written in the English
language.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
and delivered on the date and year first above written.
INTERNET VIP INC. NEWTECH INTERNATIONAL GROUP
By: /s/ Viatsceslaw Makarov By: /s/ Xxxx Xxxxxxxx
----------------------------- -----------------------------------
Viatsceslaw Makarov, Director Xxxx Xxxxxxxx, Chairman & COO
By: /s/ Xxxx Xxxxx By: /s/ Xxxxxx Xxxxxxxx
----------------------------------- ----------------------
Xxxx Xxxxx, Chairman Xxxxxx Xxxxxxxx, Secretary &
Director
XXXXXX, XXXXXXXX & XXXX, P.C.
By:
---------------------------------
Authorized Officer,
Solely as Escrow Agent
17
SCHEDULE A
SECURITYHOLDER SHARES AT CLOSING
-------------- -----------------
NewTech Group International Inc. 59,800,000 shares
A-1
SCHEDULE 1.1 (a)
ASSETS TO BE SOLD BY NEWTECH TO IVIP
In order to commercialize the NewTech patented full contact disc brake
system for the North American heavy vehicle market, NewTech will sell to IVIP,
by way of license, the rights of sale, manufacturing and distribution for the
noted brake system for the period of validity of the applicable patents-
Consideration for the sale of these rights referred to above will be in the form
of 40,000,000 common shares of IVIP.
PRODUCTS INCLUDE:
a. Full contact disc foundation brake and its components - single
rotor;
b. Full contact disc foundation brake and its components - twin rotor, The
Applicable NewTech patents and patents applied for which licenses are granted
include: NTl , XX0, XX0, XX0, XX0, XX0, NT10, NT11, NT12, NT13, NT16, NT17,
NT18, NT21, NT22, NT23, NT24, NT25, NT26, NT28, NT29, NT30, NT31, NT33, NT35,
NT36 (SEE LIST BELOW), as they may be applicable.
EXISTING CONTRACTS:
NewTech Group will also sell to IVIP the rights associated with the sale,
manufacturing and distribution of existing and potential contracts for the
supply of products as defined above for the territories defined above. Included
are:
a. Study contract with a major municipal transport authority in
Quebec, Canada. This study is part of the legally mandated procurement process
and is the first step toward a contract for the supply of full-contact brakes
for 750 existing busses (retrofit) and 825 new busses totaling 6400 full contact
brakes. The value of the entire contract has been set at US $13.7 million.
b. Aftermarket sales of maintenance parts related to the above,
worth an estimated US $2.1 million annually starting in 2004, after completion
of the retrofits.
c. Agreement with Renault/Xxxx Trucks to supply full contact
brakes for the 2007 model year.
MANAGEMENT AND INFRASTRUCTURE SUPPORT:
Further to the licensing agreements referred to above, an agreement has
been signed between NewTech Group International Inc., and the Company, whereby
NewTech Group International, Inc. will, in the short-term, provide all
management and infrastructure support services to the Company. Fees for these
services will be charged on an arms-length basis supported by actual expenses
1.1(a)-1
incurred and time allocated by NewTech Group International, Inc. in performing
duties relative to the operation of the Company.
1.1(a)-2
SCHEDULE 1.1 (b)
ASSETS TO BE SOLD BY NEWTECH TO IVIP
In order to commercialize the NewTech patented full contact disc brake
system for the European heavy vehicle market, NewTech will sell to IVIP, by way
of license, the rights of sale, manufacturing and distribution for the noted
brake system for the period of validity of the applicable patents. Consideration
for the sale of these rights referred to above will be in the form of 19,800,000
common shares of IVIP.
PRODUCTS INCLUDE:
a. Full contact disc foundation brake and its components - single
rotor;
b Full contact disc foundation brake and its components - twin
rotor.
The Applicable NewTech patents and patents applied for which licenses are
granted include: NTI, NT5, NT6, NT7, NT8, NT9, NTI0, NT11, XXX0, XXX0, NTI6,
NTI7, NTl8, NT21, NT22, NT23, NT24, NT25, NT26, NT28, NT29, NT30, NT31, NT33,
NT35, NT36 (SEE LIST BELOW), as they may be applicable.
EXISTING CONTRACTS:
NewTech Group will also sell to IVIP the rights associated with the sale,
manufacturing and distribution of existing and potential contracts for the
supply of products as defined above for the territories defined above. Included
are:
a) Agreement with Renault/Xxxx Trucks to supply full contact brakes for
the 2007 model year.
MANAGEMENT AND INFRASTRUCTURE SUPPORT:
Further to the licensing agreements referred to above, an agreement has
been signed between NewTech Group International Inc., and the Company, whereby
NewTech Group International, Inc. will, in the short-term, provide all
management and infrastructure support services to the Company. Fees for these
services will be charged on an arms-length basis supported by actual expenses
incurred and time allocated by NewTech Group International, Inc. in performing
duties relative to the operation of the Company.
1.1(b)-1
SCHEDULE 1.2
SCHEDULE OF ROYALTIES
1.1(b)-2
SCHEDULE 1.3
DIRECTORS
Xxxx Xxxxxxxx
Xxxxxx Xxxxxxxx
Xxxxx Xxxxxxx
Xxxx-Xxxxxxx Xxxxxxx
Xxxxxxx Xxxxxxx
1.3-1
