COMPROMISE AND SETTLEMENT AGREEMENT
THIS COMPROMISE AND SETTLEMENT AGREEMENT (the "AGREEMENT") is made and
entered into effective this day of February 2003, by and among:
---------
Health Anti-Aging Lifestyle Options Inc. (formerly MicroAccel, Inc.), a Utah
corporation ("HALO");
Network Lifestyle Radio Corp., a Delaware corporation ("NLR"); and
The undersigned former shareholder of NLR (the "UNDERSIGNED").
RECITALS
A. HALO acquired 99.65% of the issued and outstanding shares of NLR by
issuing shares of common stock of HALO in exchange for shares of
common stock of NLR pursuant to share exchange agreements dated for
reference November 15, 2001 and December 31, 2001, entered into by and
among HALO, NLR and the shareholders of NLR (collectively, the "SHARE
EXCHANGE AGREEMENTS"), and the transactions contemplated under the
Shareholder Agreements closed on February 28, 2002 (the "SHARE
EXCHANGE");
B. Xxxxxxx Xxxxxxx and Xxxx Xxxxxx were the officers and directors of NLR
and entered into indemnification agreements (the "INDEMNIFICATION
AGREEMENTS") and employment agreements in connection with the Share
Exchange (the "EMPLOYMENT AGREEMENTS");
C. HALO has granted Xxxxxxx X. Xxxxxxx, Xxxx Xxxxxx, Xxxxxxx Xxxxxxxx and
Xxxxxxx Xxxxx (the "PRINCIPALS") options exercisable to acquire shares
of common stock of HALO in the amounts set forth on Exhibit A (the
---------
"PRINCIPAL OPTIONS");
D. The Principals were each shareholders of NLR prior to the Share
Exchange and received, directly and indirectly, an aggregate of
5,452,500 shares of HALO in the Share Exchange;
E. The Undersigned was a shareholder of NLR prior to the Share Exchange
and received, directly and indirectly, that number of shares of HALO
as indicated on the execution page of this Agreement in the Share
Exchange;
F. HALO has advanced to NLR an aggregate of approximately $2 million in
connection with the development of its health, wellness and
nutritional products and multi-media businesses (the "NLR ADVANCES");
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G. HALO has a working capital deficit and has been unable to raise
additional financing to fund the working capital requirements of NLR
due to the lack of public acceptance of the NLR products, current
economic conditions and the capital structure of HALO;
H. Xxxxxx Xxxxxxx was an officer and director of HALO prior to the Share
Exchange and has asserted on behalf of certain shareholders of HALO
that (a) the Principals breached certain representations made to HALO
in connection with the Share Exchange, including that the business
strategy of NLR was commercially viable and (b) it would be in the
best interest of HALO and its shareholders to divest itself of NLR and
the related obligations by rescinding the Share Exchange (the "HALO
CLAIMS");
I. The Principals have asserted that (a) HALO has breached certain
covenants under the Share Exchange Agreements to the former
shareholders of NLR, (b) HALO is indebted to each of the Principals
for compensation and expenses and (c) the NLR business strategy could
be commercially viable, subject to raising sufficient financing to
implement its business plan (the "PRINCIPAL CLAIMS");
J. Xxxxxx Xxxxxxx was appointed as an independent director of HALO (the
"INDEPENDENT DIRECTOR") for the purposes of determining what strategy
is in the best interest of HALO and its shareholders respecting the
Share Exchange and for developing a business strategy for HALO;
K. The Independent Director and the Principals have entered into a
Compromise and Settlement Agreement dated effective the 14th day of
February, 2003 (the "PRINCIPALS' COMPROMISE AGREEMENT") whereby the
Principals have agreed to rescind their respective Share Exchange
Agreements between HALO and each Principal provided that HALO made the
same offer to compromise and settle any and all potential claims
substantially on the same terms and conditions as the Principals'
Compromise Agreement to all former shareholders of NLR that completed
an Investor Questionnaire satisfactory to HALO;
L. The Independent Director has negotiated this Agreement and approved
the transactions contemplated herein on behalf of HALO with the
understanding that
(i) at the Closing, additional directors shall be designated, with
the present directors who are the Principals resigning in
seriatim; and
(ii) the Closing of this Agreement shall be subject to the approval of
the Independent Director and such newly designed directors; and
M. The parties agree that it is in the best interest of HALO, the
shareholders of HALO, NLR and the Undersigned that each of the parties
to this Agreement compromise and settle their respective claims under
the terms set forth in this Agreement,
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NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained in this Agreement and other good and valuable consideration, the
receipt and sufficiency of which is acknowledged, the parties agree as follows:
I. Purpose and Definitions
-----------------------
1.1. The parties acknowledge that there presently exists a substantial,
irreconcilable dispute among them, and without admitting or acknowledging
the accuracy and truthfulness of the claims of any other party, these
parties have determined it to be in their mutual best interests to resolve
any such dispute. Therefore, the purpose of this Agreement is to rescind
the Share Exchange and compromise and settle any and all claims or causes
of action of any type or nature whatsoever or matters otherwise related to
the disputes by, between and among the parties hereto and their respective
successors, officers or agents, employees and stockholders.
1.2. In this Agreement including the Exhibits and amendments, the following
terms shall have the meanings set forth below unless the context otherwise
requires:
1.2.1 "AGREEMENT" means this Agreement including the Exhibits attached
as the same may be amended or supplemented from time to time;
1.2.2. "CLOSING" means the completion of the rescission of the Share
Exchange Agreements and the distribution of the NLR common shares
by HALO;
1.2.3. "CLOSING DATE" means March 17, 2003 or such earlier or later date
as HALO may determine;
1.2.4. "PLACE OF CLOSING" means 000-000 Xxxxxx Xxxxxx, Xxxxxxxxx, XX;
and
1.2.5. "SEC" means the United States Securities and Exchange Commission.
II. General Release
---------------
2.1 General Release of HALO Claims. Except for the agreements, rights and
----------------------------------
obligations set forth in this Agreement, and for good and valuable
consideration as set forth herein, the adequacy of which is hereby
acknowledged on Closing, HALO, NLR and their respective insurers,
subsidiaries, successors and assigns, release and forever discharge the
Undersigned and any and all of their respective heirs, legal
representatives and assigns, from any and all manner of action and causes
of action, suits, debts, dues, accounts, contracts, agreements, judgments,
claims and demands whatever, whether in law or in equity, which now exist
or may subsequently arise based on facts or circumstances in existence on
the Closing Date of this Agreement.
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2.2 General Release of the Undersigned Claims. Except for the agreements,
----------------------------------------------
rights and obligations set forth in this Agreement, and for good and
valuable consideration as set forth herein, the adequacy of which is hereby
acknowledged on Closing, the Undersigned and his acting heirs, legal
representatives and assigns, does hereby release and forever discharge
HALO, from any and all manner of action and causes of action, suits, debts,
dues, accounts, contracts, agreements, judgments, claims and demands
whatever, whether in law or in equity, which now exist or may subsequently
arise based on facts or circumstances in existence on the Closing Date of
this Agreement; provided.
III. Terms of Settlement
-------------------
3.1. On the Closing Date, the Share Exchange Agreements between HALO and the
Undersigned will be rescinded and the Undersigned will transfer and
deliver his common shares of HALO to HALO and HALO will transfer and
deliver common shares of NLR to the Undersigned.
3.2. The number of NLR common shares to be delivered to the Undersigned and the
number of HALO common shares to be delivered to HALO are as indicated on
the execution page of this Agreement.
3.3. HALO will make an offer to compromise and settle any and all potential
claims as of the Closing Date that may be raised by the former
shareholders of NLR listed in Exhibit B (the "NLR SHAREHOLDERS") to this
---------
Agreement on substantially the same terms and conditions as this Agreement
(the "NLR COMPROMISE AGREEMENTS"); provided that HALO shall only be
required to make such offers to the NLR Shareholders that have returned an
Investor Questionnaire that is reasonably completed to HALO's
satisfaction. For an Investor Questionnaire to be reasonably satisfactory
to HALO, HALO must be satisfied that the representations provided by the
NLR Shareholder in the Investor Questionnaire permit HALO to distribute
the NLR shares in reliance on an exemption from the registration
requirements of the Securities Act of 1933, as amended (the "SECURITIES
ACT"), in the United States and an exemption from prospectus filings in
British Columbia. HALO will enter into compromise and settlement
agreements with each NLR Shareholder that executes and delivers an NLR
Compromise Agreement and transfer one share of NLR common stock for each
share of HALO common stock tendered by the NLR Shareholder as set forth on
Exhibit B.
----------
3.4. In the event that (a) an NLR Shareholder does not return an Investor
Questionnaire, or (b) the Investor Questionnaire is not satisfactory to
HALO, HALO will transfer and deliver to NLR all of the NLR shares not
distributed to any such NLR Shareholder as set forth on Exhibit B. After
---------
giving effect to the transactions on contemplated in the Principals'
Compromise Agreement and as set forth in Sections 3.1, 3.2, 3.3 and 3.4 of
this Agreement, HALO shall have no ownership interest in or obligations to
NLR whatsoever.
3.5. In the event that an NLR Shareholder that has not entered into an NLR
Compromise Agreement requests his, her or its interests in the NLR shares
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of common stock, NLR will promptly reissue shares of NLR common stock to
such NLR Shareholder in the amount set forth on Exhibit B.
----------
3.6. The NLR Advances and any inter-company debt owed by NLR to HALO will be
deemed null, void, compromised, settled and satisfied in all respects
without recourse.
3.7. The Indemnification Agreement will be deemed null and void ab initio.
3.8. The Employment Agreements will be deemed null and void in all respects
effective as of the Closing Date and HALO will be liable for no amounts
owing thereunder whatsoever, including, but not limited to, any expenses.
3.9. The Principals who are presently serving as directors or officers of HALO
shall resign their respective positions on Closing of this Agreement.
3.10. The Principal Options shall be cancelled, null and void ab initio.
3.11. Any amount due and owing to any of the Principals from HALO as at the
Closing Date shall be deemed to be nil and HALO will not be liable for any
such amounts payable to the Principals whatsoever.
IV. Representations and Warranties of the Undersigned
-------------------------------------------------
4.1. The Undersigned represents and warrants to HALO as follows and
acknowledges that HALO is relying upon such representations and warranties
in connection with the transactions contemplated by this Agreement:
4.1.1. the Undersigned has the legal capacity, power and authority to
hold the HALO shares owned by him at the Time of Closing, to
enter into this Agreement and to transfer the legal and
beneficial title and ownership of the HALO shares to HALO free
of all encumbrances;
4.1.2. the Undersigned not been provided with any offering memorandum
or similar disclosure document, including financial
information, in respect of HALO or its subsidiary, NLRs
current or proposed business activities;
4.1.3. the Undersigned has such knowledge and experience in financial
and business matters as to be capable of evaluating the merits
and risks of an investment in the common shares of NLR (the
SECURITIES) and the Undersigned is able to bear the economic
risk of loss of his/her/its entire investment;
4.1.4. HALO has provided to the Undersigned the opportunity to ask
questions and receive answers concerning the terms and
conditions of the offering and he/she/it has had access to
such information concerning HALO and NLR as he/she/it has
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considered necessary or appropriate in connection with
his/her/its investment decision to acquire the Securities;
4.1.5. the Undersigned is acquiring the Securities for his/her/its
own account, for investment purposes only and not with a view
to any resale, distribution or other disposition of the
Securities in violation of the United States or British
Columbia securities laws;
4.1.6. the Undersigned understands that the Securities have not been
and will not be registered under the Securities Act or the
securities laws of any state of the United States and that the
sale contemplated hereby is being made in reliance on an
exemption from such registration requirements;
4.1.7. the Undersigned understands that the Securities are being
offered without a prospectus being filed with any securities
commission in Canada and that the sale contemplated hereby is
being made in reliance on an exemption from prospectus
requirements in Canada;
4.1.8. the Undersigned has not purchased the Securities as a result
of any form of general solicitation or general advertising,
including advertisements, articles, notices or other
communications published in any newspaper, magazine or similar
media or broadcast over radio, or television, or any seminar
or meeting whose attendees have been invited by general
solicitation or general advertising;
4.1.9. if the Undersigned decides to offer, sell or otherwise
transfer any of the Securities, he/she/it will not offer, sell
or otherwise transfer any of such Securities directly or
indirectly, unless:
(i) the sale is to NLR;
(ii) the sale is made outside the United States in a
transaction meeting the requirements of Rule 904 of
Regulation S under the Securities Act and in compliance
with applicable local laws and regulations;
(iii) the sale is made outside of the Province of British
Columbia in a transaction meeting the requirements of
Multi-Lateral Instrument 45-102 under Canadian
securities law;
(iv) the sale is made pursuant to the exemption from the
registration requirements under the Securities Act
provided by Rule 144 there under and in accordance with
any applicable state securities or "Blue Sky" laws; or
(v) the Securities are sold in a transaction that does not
require registration under the Securities Act or any
applicable state laws and regulations governing the
offer and sale of securities, and it has prior to such
sale furnished to NLR an opinion of counsel reasonably
satisfactory to NLR;
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4.1.10. the certificates representing the Securities will bear a
legend stating that such Securities have not been registered
under the Securities Act or the securities laws of any state
of the United States and may not be offered for sale or sold
unless registered under the Securities Act and the securities
laws of all applicable states of the United States or an
exemption from such registration requirements is available;
4.1.11. the certificate representing the Securities will bear a legend
stating that such Securities shall not be traded, unless
permitted under securities legislation, until the earlier of
(i) the date that is 12 months and a day after the date the
issuer first became a reporting issuer in any of Alberta,
British Columbia, Manitoba, Nova Scotia, Ontario, Quebec and
Saskatchewan, if the issuer is a SEDAR filer; and (ii) the
date that is 12 months and a day after the later of (A) the
distribution date, and (B) the date the issuer become a
reporting issuer in the local jurisdiction of the purchaser of
the securities that are the subject of the trade; and
4.1.12. the Undersigned understands and agrees that there may be
material tax consequences to the undersigned of an acquisition
or disposition of the Securities. HALO gives no opinion and
makes no representation with respect to the tax consequences
to the undersigned under United States, Canadian, state,
provincial, local or foreign tax law of the undersigned's
acquisition or disposition of such Securities.
V. Representations and Warranties of HALO
--------------------------------------
5.1. HALO represents and warrants to the Undersigned as follows and
acknowledges that the Undersigned is relying upon such representations and
warranties in connection with the transactions contemplated by this
Agreement:
5.1.1. HALO is a corporation duly incorporated, organized and validly
subsisting and in good standing under the laws of Utah.
5.1.2. This Agreement has been duly authorized and approved by HALO
and the Independent Director, and on Closing, will be ratified
by a majority of the board of directors of HALO not including
the Principals, and HALO has the full power and lawful
authority to consummate its obligations and transactions
contemplated by this Agreement on the terms and conditions set
forth in this Agreement.
5.1.3. No prior permit, consent, approval, authorization or other
order of or filing with any other person or entity (including,
but not limited to, the SEC) is required in connection with
the execution, delivery and performance by HALO of this
Agreement, and the transactions contemplated by this Agreement
will not result in the violation or breach of any term or
provision of, or constitute (with or without due notice or
lapse of time or both) a default under any agreement or
instrument to which
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HALO is a party or is bound. The transactions contemplated by
this Agreement constitute the valid and binding obligations of
HALO, enforceable against HALO in accordance with the terms of
this Agreement.
5.1.4. HALO has been represented by Xxxxxxx X. Xxxxxxxxxx, Esq. as
U.S. counsel, and DuMoulin & Xxxxxxxxx, as special Canadian
counsel, in connection with this Agreement and the matters
related hereto. Any fees, expenses or costs associated with
such representation shall be the sole expense and obligation
of HALO.
VI. Conditions of Closing and Closing
---------------------------------
6.1. HALO's Conditions to Closing. The obligation of HALO to complete the
-------------------------------
transactions contemplated in this Agreement is subject to the following
terms and conditions for the exclusive benefit of HALO, to be fulfilled or
performed at or prior to the Time of Closing or waived in whole or in part
by HALO at its sole discretion without prejudice to any rights the
Undersigneds may otherwise have:
6.1.1. HALO shall have received from the Undersigneds signed Investor
Questionnaires that are completed to the satisfaction of HALO;
6.1.2. HALO shall have filed it Form 10KSB with audited financial
statements for the year ended December 31, 2002, all of which
have been certified in accordance with the SEC requirements by
Xxxxxxx X. Xxxxxxx, as principal executive officer, and
Xxxxxxx Xxxxxxx, as principal financial officer;
6.1.3. The Principals will resign effective at the Time of Closing;
6.1.4 The representations and warranties of the Undersigneds
contained in this Agreement shall be true and correct in all
material respects at the Time of Closing, with the same force
and effect as if such representations and warranties were made
at and as of such time;
6.1.5. A majority of HALO's board of directors, not including the
Principals, shall have ratified and approved this Agreement;
and
6.1.6. the transactions contemplated in the Principals' Compromise
Agreement have been closed to the satisfaction of HALO.
6.2. Undersigned Conditions to Closing. The obligation of Undersigned to
------------------------------------
complete the transactions contemplated in this Agreement is subject to the
following terms and conditions for the exclusive benefit of the
Undersigned, to be fulfilled or performed at or prior to the Time of
Closing or waived in whole or in part by the Undersigned at their sole
discretion without prejudice to any rights HALO may otherwise have:
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6.2.1. The representations and warranties of HALO contained in this
Agreement shall be true and correct in all material respects
at the Time of Closing, with the same force and effect as if
such representations and warranties were made at and as of
such time; and
6.3. Time and Place. Upon satisfaction or waiver of the conditions to closing
----------------
set forth in Sections 6.1 and 6.2, the Closing will occur on the Closing
Date at the Place of Closing. This Agreement shall become binding upon the
exchange of executed copies thereof. The Parties may arrange for executed
copies to be held in escrow prior to the exchange, so as to facilitate the
exchange without the need for the presence of one or more of the Parties.
VII. Change of Facts
---------------
7.1. Each of the parties hereto acknowledges that to the best of his, her or
its personal knowledge and belief, the facts and circumstances as known to
each under which this Agreement has been executed and entered into are
true, accurate and complete in all material respects, and each party
further acknowledges that such facts or circumstances may in the future
prove to be different, and each assumes the risk of any such facts or
circumstances proving to be otherwise than those understood at the time of
the execution of this Agreement.
IX. General
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9.1 The parties agree that in the event of any default hereunder by any party,
the non-defaulting parties shall be entitled to recover reasonable
attorney's fees and all costs incurred in enforcing the terms and
provisions of this Agreement; further, each party designates the State of
Utah in the United States as the forum state for any legal proceeding
respecting this proceeding, and each party consents to jurisdiction in the
State of Utah with respect to any such legal proceeding.
9.2 Except as may be otherwise expressly agreed between the parties in
writing, this Agreement constitutes the entire agreement between the
parties pertaining to the subject matter and there are no oral statements,
warranties, representations or other agreements between the parties in
connection with the subject matter except as specifically set forth or
referred to herein. No amendment, waiver or termination of this Agreement
shall be binding unless executed in writing by the party or parties to be
bound thereby. No waiver of any provision of this Agreement shall be
deemed or shall constitute a waiver of any other provision nor shall any
such waiver constitute a continuing waiver unless otherwise expressly
provided.
9.3 The representations, warranties, covenants and agreements contained in
this Agreement and in any agreement, instrument, certificate or other
document executed or delivered pursuant hereto shall survive the Closing
and shall continue in full force an defect notwithstanding any
investigation made by any party to this Agreement.
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9.4 No investigations made by or on behalf of HALO at any time shall have the
effect of waiving, diminishing the scope of or otherwise affecting any
representations or warranties made herein or pursuant hereto. No
investigations made by or on behalf of the Undersigned at any time shall
have the effect of waiving, diminishing the scope of or otherwise
affecting any representations or warranties made herein or pursuant
hereto.
9.5 All costs and expenses incurred in connection with this Agreement and the
transactions contemplated hereby shall be paid by the party incurring such
expense. HALO shall not bear any legal, accounting or other costs incurred
by the Undersigned.
9.6 Any notice or other communication required or permitted to be given
hereunder shall be in writing and delivered or sent by overnight mail,
overnight delivery or telefax and, if telefaxed, shall be deemed to have
been received on the next business day following transmittal and
acknowledgment of receipt by the recipient's telefax machine or if
delivered by hand shall be deemed to have been received at the time it is
delivered. Notices addressed to an individual shall be validly given if
left on the premises indicated below. Notice of change of address shall
also be governed by this Subsection 9.6 Notices shall be delivered or
addressed as follows:
If to HALO:
Health Anti-Aging Lifestyle Options Inc.
Xxxxxx Xxxxxxx
000 - 000 Xxxxxx Xxxxxx
Xxxxxxxxx, XX. X0X 0X0
Fax (000) 000-0000
If to the Undersigned, at the address specified on the execution page of
this Agreement.
Any party may give written notice of change of address in the same manner,
in which event such notice shall thereafter be given to it as above
provided at such changed address.
9.7 Time shall be of the essence of this Agreement.
9.8 Each of the parties hereto agrees promptly to do, make, execute, deliver
or cause to be done, made, executed or delivered at their own expense all
such further acts, documents and things as the other party hereto may
reasonably require for the purpose of giving effect to this Agreement
whether before or after the Closing.
9.9 This Agreement is binding on and inures to the benefit of each of the
parties and their respective heirs, personal representatives, successors
and assigns and all of their past, present, and future principals,
officers, directors, agents, and employees and their respective heirs and
legal representatives. None of the parties may assign any rights or
obligations hereunder without the prior written consent of the other
parties, which consent shall not be unreasonably withheld.
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9.10 If any covenant, obligation or agreement of this Agreement, or the
application thereof to any person or circumstance shall, to any extent, be
invalid or unenforceable, the remainder of this Agreement or the
application of such covenant, obligation or agreement to persons or
circumstances other than those as to which it is held invalid or
unenforceable, shall not be affected thereby and each covenant, obligation
and agreement of this Agreement shall be separately valid and enforceable
to the fullest extent permitted by the law.
9.11 As Agreement may be executed in any number of counterparts, each of which
shall be an original but all of which together shall constitute one and
the same instrument. A facsimile signature of any party shall be
considered to have the same binding legal effect as an original signature.
IF UNDERSIGNED IS AN INDIVIDUAL:
SINGED, SEALED AND DELIVERED by )
THE UNDERSIGNED in the presence of: )
)
--------------------------------- ) --------------------------------------
Witness Signature ) Signature
)
--------------------------------- ) --------------------------------------
Print Witness Name ) Print Name
)
--------------------------------- ) --------------------------------------
Witness Address ) Residential Address
)
) --------------------------------------
) Number of Shares of Health Anti-Aging
) Lifestyle Options, Inc. Held by
) Shareholder
IF UNDERSIGNED IS A CORPORATE ENTITY:
--------------------------------- )
Print Name of Corporate Entity )
)
)
--------------------------------- ) --------------------------------------
Authorized Signatory ) Number of Shares of Health
) Anti-Aging Lifestyle Options,
) Inc. Held by Shareholder
--------------------------------- )
Print Name and Title )
)
)
--------------------------------- )
Address
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HEALTH ANTI-AGING LIFESTYLE OPTIONS, INC.
Per:
-----------------------------------
Xxxxxx Xxxxxxx, Director
NETWORK LIFESTYLE RADIO CORP.
Per:
-----------------------------------
Xxxxxxx X. Xxxxxxx (aka Xxxxx Xxxxx)
President and Director
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Compromise and Settlement Agreement
Exhibit A - Stock Options
OPTIONEE NUMBER OF OPTIONS EXERCISE PRICE (USD) EXPIRY DATE
------------------ ----------------- --------------------- -----------
Xxxxxxx X. Xxxxxxx 275,000 $ 1.00 02/28/07
Xxxx Xxxxxx 225,000 $ 0.90 02/28/07
Xxxxxxx Xxxxxxxx 75,000 $ 0.90 02/28/07
Xxxxxxx Xxxxx 100,000 $ 0.90 02/28/07
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Compromise and Settlement Agreement
Exhibit B - NLR Shareholders
Name: ADDRESS # OF SHARES
----------------------------- -------------------------------- -----------
Xxxxxx Investments Inc. Xx.0 Xxxxxxx Xxxxxxxxxx Xxxxxx 000,000
Xxxxx, Xxxx
Xxxxx, Xxxxxxx 0000 Xxx Xxxxxx Xxxx Xx 0,000
Xxx Xxx Xxxxx, XX 00000
Bulow, Xx. Xxxxxx X. 303 Timberleaf Dr. 7,500
Xxxxxxxxxxx, XX 00000
Xxxxxxx, Xxxx X. & 00000 Xxxxxx Xxxxxx 12,500
Xxxxxxx, Xxxxx X. JTTEN Xxxxxx Xxxx, XX 00000
CCD Consulting Glockengasse 4 650,000
Commerce Distribution AG Xxxxxxxx 0000
0000 Xxxxx, Xxxxxxxxxxx
Cellular Management Corp. 000 Xxxxxxxxx Xx. 80,000
BNFT PP X.X. Xxxxx XXXX Xxxx Xxxxxx, XX 00000
Xxxxxxxx, Xxxxxx 00 Xxxx Xxxx, Xxxxxxxx No. 2 650,000
Xxxxxx Church
Barbados, West Indies
Xxxxx, Xxx 1000 Xxxxx Road 4,000
Xxxxx'x Xxxx, XX 00000
Xxxxx, Xxxxxxx & Xxxxx 0000 Xxxxxxx Xx 0,000
Xxxxxxxx, XX
H.E. Capital S.A. Casa del Sol, MJ19 Paseo Marino 100,000
Xxxxx Xxxxxx, Sosua
Dominican Republic
Xxxxx, Xxxxxx X. 000 Xxxxxxxxxxx Xxxxx 20,000
Xxxxxxx, XX 00000
Xxxxxxx, Xx. Xxxxxxx 155 E. Mill 10,000
Xxxxxxxxxx, XX 00000
Jem Holdings 00000 Xxxxxx Xxxxxx Xxxxx 00,000
Xxxxxx Xxxx, XX 00000
Xxxxx Xxxx 000 Xxxxxxxxxx Xxxxx 000,000
Xxxxx Xxxxxx, Xxxxxx Xxxxxxx
Xxxxxx, Xxxxxx 000 X. Xxxxxxx Xx. #0000 20,000
Xxxxxxxxxxx, XX 00000
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Name: ADDRESS # OF SHARES
----------------------------- -------------------------------- -----------
Xxxxxxx, Xxxxx 0000 Xxxxxxxxx Xxxxx 0,000
Xxxxxx, XX 00000
Xxxxx, Xx. Xxxxxxx 0000 Xxxxx Xxxx 00,000
Xxxxx Xxxxx, XX 00000
Xxxxx, Xxxxxxx 8479 London Ct 7,500
Xxxxxxxxxx, XX 00000
Mediasoft Group Inc. ATC Trustees BVI Ltd. 400,000
Box 933 Xxxxxx Bld. FL 2
RD TWN Tortola BVI
Xxxxxx, Xxxxx 0000 Xxxxx Xxxx Xxxx 2,000
Saunderstown RI
Ming Capital Enterprises Ltd. Xxxxxxx Xxxxx, 00 Xxxxxxx Xxxxxx 650,000
PO Box N-7755
Nassau, Bahamas
Xxxxx III, Xxxx Xxxxxx XX Xxx 000 0,000
Xxxxxxxx, XX 00000
Moeykins, Xxxxxxx X. 00 X. Xxxx Xxxxx Xxxxxx 9,600
Xxx Xxxxxxxxx, XX 00000
Xxxxxx, Xxxx 00000 Xxxxxx Xxxxxx 0,000
Xxxxxx Xxxx, XX 00000
Omega Corporation Suite 13, First Floor 100,000
Olizji Trade Center
Xxxxxxx Xxxxxx Street
Victoria, Mahe
Republic of Seychelles
Onyx Capital Corp 00 Xxxxxx Xxxxxx 000,000
Xxxxxx Xxxx, Xxxxxx
Xxxxx, Dr. Xxxx 00000 Xxxxxx Xxxx Xx 7,500
Xxxxxx, XX 00000-0000
Partner Marketing XX Xxxxxxx 0 000,000
0000 Xxxxxxxxx, Xxxxxxxxxxx
Xxxxxx, Xxx 00000 Xxxxxx Xxxxxx 000,000
Xxxxxx Xxxx, XX 00000
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Name: ADDRESS # OF SHARES
----------------------------- -------------------------------- -----------
Xxxx, Xxxxx 1259 Timberwyk 10,000
Xxxxxx, XX 00000
Xxxxx, Xxxxx X. 000 Xxxxxxxxxxx Xxxxx 00,000
Xxxxxxxxxxx, XX 00000
Xxxxxxx, Xxxxx 0000 Xxxxxxxx Xx. 00,000
Xxxxxxxxxx, XX 00000
Xxxx, Xx. Xxxxxx 0000 Xxxxxxxxxx Xx. 7,500
Dayton,.OH 45458
Xxxxx, Xxxxxx 0000 Xxxx Xxxxxx Xxxx 00,000
Xxxx Xxxxxx, XX 00000
Seloz Gestion & Finance SA 0, Xxx Xxxx-xx-Xxxxxx 650,000
1211 Xxxxxx 0, Xxxxxxxxxxx
Turf Holding Inc. Xxxxxxxxx Xxxxx, 0 Xxxx Xxxx Xx. 575,000
Nassau, Bahamas
Vanblaridum, Xxxxxxx 00000 Xxxxxxx Xxxxxxxxxx Xxxx 12,000
Xxxxxxx, XX 00000
Volarich, Drs. Xxxxx & Xxxxx 0000 X. Xxxxxx Xxxx, #000 4,000
Xxxxx Xxxxx, XX 00000
Xxxxxxx, Xxx 0000 Xxxxxxxxxx Xxxxx 0,000
Xxxxxx, XX 00000
Xxxxxxx, Xxxxx 0000 Xxx Xxxxxx 00,000
Xxxxx Xxxxxxx, XX 00000
637459 British Columbia Ltd. 0000 Xxxxxxxxx Xxxxx 000,000
Xxxx Xxxxxxxxx, XX X0X 0X0
GRAND TOTAL 6,161,633
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