EXHIBIT 10.9
EXCHANGE AGREEMENT
THIS AGREEMENT ("Agreement") dated as of the 22nd day of March, 2004, is
made by and between Advanced Financial, Inc., a Delaware corporation, ("AFI")
and ARGUS Investment Group, Inc., a Missouri corporation ("ARGUS").
RECITALS
A. WHEREAS, AFI is the holder and owner of 100 shares of common stock of
AIH Receivable Management Services, Inc. ("AIH"), such common shares
representing one hundred per cent (100%) of the outstanding common
shares of AIH and are free and clear of any encumbrances (the "AIH
Common Shares); and
B. WHEREAS, AFI is indebted to ARGUS under certain Notes Payable and
certain open advances a total of $1,298,817 at the close of business
on March 31, 2004, (the "ARGUS Obligations") which amounts were used
to fund the operations of AIH; and
C. WHEREAS, AFI and ARGUS agree that such ARGUS Obligations are as set
forth above; and
D. WHEREAS, ARGUS has agreed to cancel the ARGUS Obligations, and assume
all of the remaining obligations of AIH as reflected in the March 31,
2004 financial statements of AIH, as well as any future obligations
which may or not be set forth in such March 31, 2004 financial
statements in exchange for the AIH Common Shares (the "Exchange
Transaction"); and
E. WHEREAS, the Board of Directors of AFI engaged an independent
investment banking firm (Xxxxxx Xxxxxxx) to determine the fair market
value of the AIH operations on a going concern basis, and based on
such valuation determined that the Exchange Transaction will result in
a substantial economic and financial benefit to the AFI shareholders;
and
F. WHEREAS, the independent `not at interest' Directors of AFI have
approved the Exchange Transaction and authorized a Solicitation of
Consents of Common Shareholders under date of February 27, 2004
approving the Exchange Transaction; and
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G. WHEREAS, on Xxxxx 00, 0000, XXX had received the requisite affirmative
votes from the common shareholders to effect the Exchange Transaction,
and filed the required Form 8-K with the Securities and Exchange
Commission under date of March 24, 2004; and
H. WHEREAS, on March 22, 2004, the ARGUS Board of Directors approved the
Exchange Transaction.
NOW, THEREFORE, in consideration of the premises, and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
1. The Exchange Transaction shall be closed and effective as of 12:01
midnight, April 1, 2004.
2. AFI shall transfer and deliver to ARGUS the AIH Common Shares. Such
transfer shall be effective as set forth in paragraph 1 above.
3. The parties agree, that except for the RECITALS above, no further
representations, warranties, or closing obligations are required.
4. Any notice, request, consent or communication (a "Notice") shall be
effective only if it is in writing and delivered, with receipt
confirmed, addressed as follows:
If to ARGUS to:
Xxxxxx X. Xxxxxxxxxx
ARGUS Investment Group, Inc.
0000 Xxxxxxxxxx
Xxxxxxx, XX 00000
If to AFI to: Xxxxxxx X. Xxxxxxxxxx
Advanced Financial, Inc.
0000 Xxxxxxxxxx
Xxxxxxx, XX 00000
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IN WITNESS WHEREOF, the parties hereto have entered in this Agreement as of
the date first herein above set forth.
ADVANCED FINANCIAL, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxxx
--------------------------------
Xxxxxxx X. Xxxxxxxxxx
President
ARGUS Investment Group, Inc.
By: /s/ Xxxxxx X. Xxxxxxxxxx
--------------------------------
Xxxxxx X. Xxxxxxxxxx
Vice President and
Secretary
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