AGREEMENT AND PLAN OF REORGANIZATION
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This Agreement and Plan of Reorganization (hereinafter the "Agreement") is
entered into effect as of this 8th day of May 2002, by and among Turer Corp.,
a Nevada corporation (hereinafter "Turer"), and Internet Ventures, Inc., a
California corporation (hereinafter "IVI"), and the owners of all the
outstanding shares of common stock of IVI (hereinafter "IVI Stockholders").
RECITALS:
WHEREAS, subject to approval of the Boards of Directors of IVI and Turer, Turer
desires to acquire all the shares of IVI from the IVI Stockholders which
comprises twelve million three hundred fifty thousand (12,350,000) shares (the
"IVI Common Stock") in exchange for all of the outstanding Turer shares. Turer
desires to acquire the IVI Common Stock solely in exchange for voting common
stock of Turer, making IVI a wholly-owned subsidiary of Turer in a tax free
reorganization; and
WHEREAS, the Board of Directors of IVI and the IVI Stockholders (as set forth on
the attached Exhibit "A") desire to acquire all of the issued and outstanding
voting common stock of Turer in exchange for the IVI Common Stock, as more fully
set forth herein.
NOW, THEREFORE, for the mutual consideration set out herein and other good and
valuable consideration, the legal sufficiency of which is hereby acknowledged,
the parties agree as follows:
AGREEMENT
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1. Plan of Reorganization.
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a. It is hereby agreed that all of the IVI Common Stock shall be acquired by
Turer in exchange solely for twelve million three hundred fifty thousand
(12,350,000) shares of Turer common voting stock representing all of the issued
and outstanding shares of IVI (the "Turer Shares"). It is the intention of the
parties hereto that all of the issued and outstanding shares of capital stock of
IVI shall be acquired by Turer in exchange solely for Turer shares and that this
entire transaction qualify as a corporate reorganization under Section
368(a)(1)(B) and/or Section 351 of the Internal Revenue Code of 1986, as
amended, and related or other applicable sections thereunder.
b. It is further agreed that Turer will (i) form under the laws of the State of
California a wholly owned subsidiary to be named Turer Acquisition Corp.
("TAC"); (ii) will make available to TAC twelve million three hundred fifty
thousand (12,350,000) shares of Turer common stock for purposes of the exchange
herein contemplated; and (iii) undertake the preparation and filing of a
registration statement under the Securities Act of 1933, as amended, as required
and if necessary to distribute the shares of Turer to each shareholder of IVI
(the "Registration Statement"); it being understood and agreed hereby that
should a registration statement be required, the Turer Shares shall be issued in
trust to be held and voted but not distributed to the IVI Shareholders until the
date of effectiveness of the registration statement.
2. Exchange of Shares. Turer and IVI Stockholders agree that on the Closing Date
or at the Closing as hereinafter defined, the IVI Common Stock shall be
delivered to Xxxx Xxxx Xxxxx at Closing to Turer in exchange for the Turer
Shares, representing all of the outstanding shares of Turer common stock, as
follows:
(a) At Closing Turer shall, subject to the conditions set forth herein,
issue an aggregate of twelve million three hundred fifty thousand (12,350,000)
shares of Turer common stock for delivery to the IVI Stockholders upon
effectiveness of the Registration Statement on the basis of one (1) Turer Share
for each outstanding share of IVI Common Stock.
(b) Subject to Board approval of IVI;
(c) Unless otherwise agreed by Turer and IVI, this transaction shall
close only in the event Turer is able to acquire all of the outstanding IVI
Common Stock in exchange for the Turer Shares.
3. Pre-Closing Events. The Closing is subject to the completion of the
following:
(a) Turer shall have authorized issuance of and delivered to TAC in trust for
delivery to the IVI Shareholders twelve million three hundred fifty thousand
(12,350,000) shares of its $.01 par value common stock.
(b) Turer shall have effectuated the delivery to TAC of the Turer
Shares at or prior to Closing, and shall have thirteen million (13,000,000)
shares of its common stock issued and outstanding and no other shares of capital
stock issued or outstanding.
(c) Turer shall demonstrate to the reasonable satisfaction of IVI that
(i) it has no material assets and no liabilities, contingent or fixed (ii) it is
current and in compliance with all required filings under the Securities
Exchange Act of 1934, as amended and (iii) it will undertake and cooperate fully
in the preparation and filing of any requisite Registration Statement for the
issuance and delivery of the Turer Shares to the IVI Shareholders.
4. Exchange of Securities. As of the Closing Date, each of the following
shall occur:
(a) Each share of IVI Common Stock issued and outstanding immediately
prior to the Closing Date shall be agreed to be exchanged for twelve million
three hundred fifty thousand (12,350,000) Turer Shares (up to an aggregate
amount of twelve million three hundred fifty thousand (12,350,000) Turer Shares
to be delivered at Closing). All such outstanding shares of IVI Common Stock
shall be deemed, after Closing, to be owned by Turer. The holders of such
certificates previously evidencing shares of IVI Common Stock outstanding
immediately prior to the Closing Date shall cease to have any rights with
respect to such shares of IVI Common Stock except as otherwise provided herein
or by law;
(b) Any shares of IVI Common Stock held in the treasury of IVI
immediately prior to the Closing Date shall automatically be canceled and
extinguished without any conversion thereof and no payment shall be made with
respect thereto;
5. Other Events Occurring at Closing. At Closing, the following shall be
accomplished:
(a) Turer shall file an amendment to its Articles of Incorporation with
the Secretary of State of the State of Nevada in substantially the form attached
hereto as Exhibit "B" effecting an amendment to its Articles of Incorporation to
reflect a name change to "IVI Communications, Inc." and to accomplish the Turer
Shares distribution, all as set forth in the attached Exhibit "B."
(b) The resignation of the existing Turer officers and directors and
appointment of three (3) new directors as directed by IVI and after due
diligence review approved by Turer.
(c) Turer shall have undertaken the cooperation in the preparation and
filing of Registration Statement, as under the Securities Act of 1933, as
amended, of the Turer Shares. The Turer Shares Registration Statement shall have
been completed in compliance with all applicable state and federal securities
laws. Persons who have loaned money to IVI, up to two million dollars
($2,000,000), shall be given the opportunity to convert the principal of said
loans to the purchase of shares in a limited offering prior to Closing upon the
same terms as other investors in the limited offering.
6. Delivery of Shares. On or as soon as practicable after the Closing Date, IVI
will use its best efforts to cause the IVI Stockholders to surrender
certificates for cancellation representing their shares of IVI Common Stock,
against delivery of certificates representing the Turer Shares for which the
shares of IVI Common Stock are to be exchanged at Closing, upon effectiveness of
the Registration Statement.
7. Representations of IVI Stockholders. Each IVI Stockholder hereby represents
and warrants each only as to its own IVI Common Stock, effective this date and
the Closing Date as follows:
(a) Except as may be set forth in Exhibit "A," the IVI Common Stock is
free from claims, liens or other encumbrances, and at the Closing Date said IVI
Stockholder will have good title and the unqualified right to transfer and
dispose of such IVI Common Stock.
(b) Each IVI Stockholder, respectively, is the sole owner of the issued
and outstanding IVI Common Stock as set forth in Exhibit "A;"
(c) No IVI Stockholder has the present intent to sell or dispose of the
Turer Shares and no IVI Stockholder is under a binding obligation, formal
commitment, or existing plan to sell or otherwise dispose of the Turer Shares.
8. Representations of IVI. IVI hereby represents and warrants as follows,
which warranties and representations shall also be true as of the Closing Date:
(a) Except as noted on Exhibit "A," the IVI Stockholders listed on the
attached Exhibit "A" are the sole owners of record and beneficially of the
issued and outstanding common stock of IVI.
(b) IVI has no outstanding or authorized capital stock, warrants,
options or convertible securities other than as described in the IVI Financial
Statements or in Exhibit "A," attached hereto.
(c) The unaudited financial statements as of and for the periods ended
March 31, 2000, March 31, 2001 and March 31, 2002, which have been delivered to
Turer (hereinafter referred to as the "IVI Financial Statements") are complete
and accurate and fairly present the financial condition of IVI as of the date
thereof and the results of its operations for the period covered. There are no
material liabilities or obligations, either fixed or contingent, not disclosed
in the IVI Financial Statements or in any exhibit thereto or notes thereto other
than contacts or obligations in the ordinary course of business; and no such
contracts or obligations in the ordinary course of business constitute liens or
other liabilities which materially alter the financial condition of IVI as
reflected in the IVI Financial Statements. IVI has good title to all assets
shown on the IVI Financial Statements subject only to dispositions and other
transactions in the ordinary course of business, the disclosures set forth
therein and liens and encumbrances of record. The IVI Financial Statements have
been prepared in accordance with generally accepted accounting principles
consistently applied (except as may be indicated therein or in the notes
thereto) and fairly present the financial position of IVI as of the date thereof
and the results of its operations and changes in financial position for the
periods then ended.
(d) Since the date of the IVI Financial Statements, there have not been
any material adverse changes in the financial position of IVI except changes
arising in the ordinary course of business, which changes will in no event
materially and adversely affect the financial position of IVI.
(e) IVI is not a party to any material pending litigation or, to its
best knowledge, any governmental investigation or proceeding, not reflected in
the IVI Financial Statements, and to its best knowledge, no material litigation,
claims, assessments, or any governmental proceedings are threatened against IVI,
except as set forth on Schedule 8(e) attached hereto.
(f) IVI is in good standing in its jurisdiction of incorporation, and
is in good standing and duly qualified to do business in each jurisdiction where
required to be so qualified except where the failure to so qualify would have no
material negative impact on IVI.
(g) IVI has (or, by the Closing Date, will have filed) all material
tax, governmental and/or related forms and reports (or extensions thereof) due
or required opt be filed and has (or will have) paid or made adequate provisions
for all taxes or assessments which have become due as of the Closing Date.
(h) IVI has not materially breached any material agreement to which it
is a party. IVI has previously given Turer copies or access thereto of all
material contracts, commitments and/or agreements to which IVI is a party,
including all relationships or dealings with related parties or affiliates.
(i) IVI has no subsidiary corporations except as described in writing
to Turer, except as set forth on Schedule 8(i) attached hereto.
(j) IVI has made all material corporate financial records, minute books
and other corporate documents and records available for review to present
management of Turer prior to the Closing Date, during reasonable business hours
and on reasonable notice.
(k) The execution of this Agreement does not materially violate or
breach any material agreement or contract to which IVI is a party and has been
duly authorized by all appropriate and necessary corporate action under
California or other applicable law and IVI, to the extent required has obtained
all necessary approvals or consents required by any agreement to which IVI is a
part.
(l) All disclosure information regarding IVI which is to be set forth
in disclosure documents to Turer or otherwise delivered to Turer by IVI for use
in connection with the transaction (the "Acquisition") described herein is true,
complete and accurate in all material respects.
9. Representations of Turer. Turer hereby represents and warrants as
follows, each of which representations and warranties shall continue to be true
as of the Closing Date:
(a) As of the Closing Date, the Turer Shares, to be issued and
delivered to the IVI Stockholders hereunder will, when so issued and delivered,
constitute, duly authorized, validly and legally issued shares of Turer common
stock, fully paid and nonassessable.
(b) Turer has the corporate power to enter into this Agreement and to
perform its respective obligations hereunder. The execution and delivery of this
Agreement and the consummation of the transactions contemplated hereby have been
duly authorized by the board of directors of Turer. The execution and
performance of this Agreement will not constitute a material breach of any
agreement, indenture, mortgage, license or other instrument or document to which
Turer is a party and will not violate any judgment, decree, order, writ, rule,
statute, or regulation applicable to Turer or its properties. The execution and
performance of this Agreement will not violate or conflict with any provision of
the Articles of Incorporation or bylaws of Turer.
(c) Turer has delivered to IVI a true and complete copy of its audited
financial statements for the years ended December 31, 2000 and December 31,
2001, and prior to Closing will deliver unaudited financial statements for the
three months ended March 31, 2002 (the "Turer Financial Statements"). The Turer
Financial Statements are complete, accurate and fairly present the financial
condition of Turer as of the dates thereof and the results of its operations for
the periods then ended. There are no material liabilities or obligations either
fixed or contingent not reflected therein. The Turer Financial Statements have
been prepared in accordance with generally accepted accounting principles
applied on a consistent basis (except as may be indicated therein or in the
notes thereto) and fairly present the financial position of Turer as of the date
thereof and the results of its operations and changes in financial position for
the periods then ended.
(d) Since December 31, 2001, there have not been any material adverse
changes in the financial condition of Turer except with regard to disbursements
to pay reasonable and ordinary expenses in connection with maintaining its
corporate status and pursuing the matters contemplated in this Agreement. Prior
to Closing, all accounts payable and other liabilities of Turer shall be paid
and satisfied in full and Turer shall have no liabilities either contingent or
fixed.
(e) Turer is not a part to or the subject of any pending litigation,
claims or governmental investigation or proceeding not reflected in the Turer
Financial Statements or otherwise disclosed herein, and there are no lawsuits,
claims, assessments, investigations or similar matters, threatened or
contemplated against or affecting Turer, its management or its properties.
(f) Turer is duly organized, validly existing and in good standing
under the laws of the State of Nevada; has the corporate power to own its
property and to carry on its business as now being conducted and is duly
qualified to do business in any jurisdiction where so required except where the
failure to so qualify would have no material negative impact on it.
(g) Turer has field all federal, state, county and local income,
excise, property and other tax, governmental and/or related returns, forms, or
reports, which re due or required to be filed by it prior to the date hereof,
except where the failure to do so would have no material adverse impact on
Turer, and has paid or made adequate provision in the Turer Financial Statements
for the payment of all taxes, fees, or assessments which have or may become due
pursuant to such returns or pursuant to any assessments received. Turer is not
delinquent or obligated for any tax penalty, interest, delinquency or charge.
(h) There are no exiting options, calls, warrants, preemptive rights or
commitments of any character relating to the issued or unissued capital stock or
other securities of Turer, except as contemplated in this Agreement.
(i) The corporate financial records, minute books, and other documents
and records of Turer have been made available to IVI prior to the Closing and
shall be delivered to new management of Turer at Closing.
(j) Turer has not breached, nor is there any pending, or to the
knowledge of management, any threatened claim that Turer has breached, any of
the terms or conditions of any agreements, contract or commitments to which it
is a party or by which it or its assets are bound. The execution and performance
hereof will not violate any provisions of applicable law or any agreement to
which Turer is subject. Turer hereby represents that it has no business
operations or material assets and it is not a party to any material contract or
commitment other than appointment documents with its transfer agent, and that it
has disclosed IVI all relationships or dealings with related parties or
affiliates.
(k) All information regarding Turer which has been provided to IVI or
otherwise disclosed in connection with the transactions contemplated herein is
true, complete and accurate in all material respects. Turer specifically
disclaims any responsibility regarding disclosures as to IVI, its business or
its financial condition.
10. Closing. The initial Closing of the transactions contemplated herein shall
take place on such date (the "Closing") as mutually determined by the parties
hereto when all conditions precedent have been met and all required documents
have been delivered, which Closing shall be no later than April 30, 2002, unless
extended by mutual consent of all parties hereto. The Final Closing Date shall
be the date after all IVI Shareholders have executed appropriate agreements for
the exchange their shares of IVI stock which shall occur only after the
effective date of the Registration Statement. The "Closing Date" of the
transactions descried herein (the "Acquisition"), shall be that date on which
the Turer Shares are delivered to IVI and all conditions set forth herein other
than the effectiveness of the Registration Statement and the Exchange have been
met and the Turer Shares are issued in exchange for the IVI Common Stock.
11. Conditions Precedent to the Obligations of IVI. All obligations of IVI under
this Agreement are subject to the fulfillment, prior to or as of the Closing
and/or the Closing Date, as indicated below, of each of the following
conditions:
(a) The representations and warranties by or on behalf of Turer
contained in this Agreement or in any certificate or document delivered pursuant
to the provisions hereof shall be true in all material respects at and as of the
Closing and Closing Date as though such representations and warranties were made
at and as of such time.
(b) Turer shall have performed and complied with all covenants,
agreements, and conditions set forth in, and shall have executed and delivered
all documents required by this Agreement to be performed or complied with or
executed and delivered by it prior to or at the Closing.
(c) On or before the Closing, the board of directors and shareholders
representing a majority interest in the outstanding common stock of Turer, shall
have approved in accordance with applicable state corporation law, the execution
and delivery of this Agreement and the consummation of the transactions
contemplated herein.
(d) On or before the Closing Date, Turer shall have delivered to IVI
certified copies of resolutions of the board of directors and shareholders of
Turer approving and authorizing the execution, delivery and performance of this
Agreement and authorizing all of the necessary and proper action to enable Turer
to comply with the terms of this Agreement including the election of IVI's
nominees to the Board of Directors of Turer and all matters outlined herein.
(e) The Acquisition shall be permitted by applicable law and Turer
shall have sufficient shares of its capital stock authorized to complete the
Acquisition.
(f) At Closing, the existing officers and directors of Turer shall have
resigned in writing from all positions as officers and directors of Turer
effective upon the election and appointment of IVI nominees.
(g) At the Closing, all instruments and documents delivered to IVI and
IVI Stockholders pursuant to the provisions hereof shall be reasonably
satisfactory to legal counsel for IVI.
(h) The shares of restricted Turer capital stock to be issued to IVI
Stockholders and in the Turer Financing at Closing will be validly issued,
nonassessable and fully paid under Nevada corporation law and will be issued in
compliance with all federal, state and applicable corporation and securities
laws.
(i) IVI and IVI Stockholders shall have received the advice of their
tax advisors, if deemed necessary by them, as to all tax aspects of the
Acquisition.
(j) IVI shall have received all necessary and required approvals and
consents from required parties.
(k) At the Closing, Turer shall have delivered to IVI an opinion of its
counsel dated as of the Closing to the effect that:
(i) Turer is a corporation duly organized, validly existing and in
good standing under the laws of the jurisdiction of its
incorporation.
(ii) This Agreement has been duly authorized, executed and
delivered by Turer and is a valid and binding obligation of
Turer enforceable in accordance with its terms.
(iii) Turer, through its board of directors and stockholders, has
taken all corporate action necessary for performance under
this Agreement.
(iv) The documents execute and delivered by Turer to IVI and IVI
Stockholders hereunder are valid and binding in accordance
with their terms and vest in IVI Stockholders, as the case may
be, all right, title and interest in and to the IVI Shares to
be issued pursuant to the terms hereof, and the Turer Shares
when issued will be duly and validly issued, fully paid and
nonassessable.
(v) Turer has the corporate power to execute, deliver and perform
under this Agreement.
(vi) Legal counsel for Turer is not aware of any liabilities,
claims or lawsuits involving Turer.
12. Conditions Precedent to the Obligations of Turer. All obligations
under this Agreement are subject to the fulfillment, prior to or at the Closing,
of each of the following conditions:
(a) The representations and warranties by IVI and IVI Stockholders
contained in this Agreement or in any certificate or document delivered pursuant
to the provisions hereof shall be true in all material respects at and as of the
Closing as though such representations and warranties were made at and as of
such time.
(b) IVI shall have performed and complied with, in all material
respects, all covenants, agreements and conditions required by this Agreement to
be performed or complied with by it prior to or at the Closing;
(c) IVI shall deliver an opinion of its legal counsel to the
effect that:
(i) IVI is a corporation duly organized, validly existing and in
good standing under the laws of its jurisdiction of
incorporation and is duly qualified to do business in any
jurisdiction where so required except where the failure to so
qualify would have no material adverse impact on IVI.
(ii) This Agreement has been duly authorized, executed and
delivered by IVI.
(iii) The documents executed and delivered by IVI and IVI
Stockholders to Turer hereunder are valid and binding in
accordance with their terms and vest in Turer all right, title
and interest in and to the IVI Common Stock, which stock is
duly and validly issued, fully paid and nonassessable.
13. Indemnification. For a period of one year from the Closing, Turer agrees to
indemnify and hold harmless IVI, and IVI agrees to indemnify and hold harmless
Turer, at all times after the date of this Agreement against and in respect of
any liability, damage or deficiency, all actions, suits, proceedings, demands,
assessments, judgments, costs and expenses, including attorneys' fees incident
to any of the foregoing, resulting from any material misrepresentations made by
an indemnifying party to an indemnified party, an indemnifying party's breach of
covenant or warranty or an indemnifying party's nonfulfillment of any agreement
hereunder or from any material misrepresentation in or omission from any
certificate furnished or to be furnished hereunder.
14. Nature and Survival of Representations. All representations, warranties and
covenants made by any party in this Agreement shall survive the Closing and the
consummation of the transactions contemplated hereby for one year from the
Closing. All of the parties hereto are executing and carrying out the provisions
of this Agreement in reliance solely on the representations, warranties and
covenants and agreements contained in this Agreement and not upon any
investigation upon which it might have made or any representation, warranty,
agreement, promise or information, written or oral, made by the other party or
any other person other than as specifically set forth therein.
15. Documents at Closing. At the Closing, the following documents shall be
delivered:
(a) IVI will deliver, or will cause to be delivered, to Turer the
following:
(i) A certificate executed by the President and Secretary of IVI
to the effect that all representations and warranties made by
IVI under this Agreement are true and correct as of the
Closing, the same as though originally given to Turer on said
date.
(ii) A certificate from the state of California dated at or about
the Closing to the effect that IVI is in good standing under
the laws of said jurisdiction.
(iii) Such other instruments, documents and certificates, if any, as
are required to be delivered pursuant to the provisions of
this Agreement.
(iv) Certified copies of resolutions adopted by the directors of
IVI authorizing this transaction.
(v) All other items, the delivery of which is a condition
precedent to the obligations of Turer as set forth herein.
(vi) The legal opinion required by Section 12(c) hereof.
(b) Turer will deliver or cause to be delivered to IVI:
(i) Stock certificates representing the Turer Shares to be issued
as a part of the stock exchange as described herein.
(ii) A certificate of the President of Turer to the effect that all
representations and warranties of Turer made under this
Agreement are true and correct as of the Closing, the same as
though originally given to IVI on said date.
(iii) Certified copies of resolutions adopted by Turer's board of
directors and Turer's Stockholders authorizing the Acquisition
and all related matters described herein;
(iv) Certificate from the jurisdiction of incorporation of Turer
dated at or about the Closing Date that Turer is in good
standing under the laws of said state.
(v) Opinion of Turer's counsel as described in Section 11(k)
above.
(vi) Such other instruments and documents as are required to be
delivered pursuant to the provisions of this Agreement.
(vii) Resignation of the existing officer and directors of Turer.
(viii) All corporate and financial records of Turer.
(ix) All other items, the delivery of which is a condition
precedent to the obligations of IVI, as set forth in Section
12 hereof.
16. Finder's Fees. Turer represents and warrants to IVI, and IVI represents and
warrants to Turer that neither of them, nor any party acting on their behalf,
has incurred any liabilities, either express or implied, to any "broker" or
"finder" or similar person in connection with this Agreement or any of the
transactions contemplated hereby other than the arrangements described elsewhere
herein. In this regard, Turer, on the one hand, and IVI, on the other hand, will
indemnify and hold the other harmless from any claim, loss, cost or expense
whatsoever, including reasonable fees and disbursements of counsel, from or
relating to any such express or implied liability other than as disclosed
herein.
17. Miscellaneous.
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(a) Further Assurances. At any time, and from time to time, after the
Closing Date, each party will execute such additional instruments and take such
action as may be reasonably requested by the other party to confirm or perfect
title to any property transferred hereunder or otherwise to carry out the intent
and purposes of this Agreement.
(b) Waiver. Any failure on the part of any party hereto to comply with
any of its obligations, agreements, or conditions hereunder may be waived in
writing by the party to whom such compliance is owed.
(c) Termination. All obligations hereunder may be terminated at the
discretion of either party's board of directors if (i) the closing conditions
specified Sections 12 and 13 are not met by April 30, 2002, unless extended in
writing, or (ii) any of the representations and warranties made herein have been
materially breached.
(d) Amendment. This Agreement may be amended only in writing as
agreed to by all parties hereto.
(e) Notices. All notices and other communications hereunder shall be in
writing and shall be deemed to have been given if delivered or sent by prepaid
first-class registered or certified mail, return receipt requested.
(f) Headings. The section and subsection headings in this
Agreement are inserted for convenience only and shall not affect in any way
the meaning or interpretation of this Agreement.
(g) Counterparts. This Agreement may be executed simultaneously in
two or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
(h) Governing Law. This Agreement shall be construed and
enforce in accordance with the laws of the State of California.
(i) Binding Effect. This Agreement shall be binding upon the
parties hereto and inure to the benefit of the parties, their respective heirs,
administrators, executors, successors and assigns.
(j) Entire Agreement. This Agreement and the attached Exhibits
constitute the entire agreement of the patties covering everything agreed upon
or understood in the transaction. There are no oral promises, conditions,
representations, understandings, interpretations or terms of any kind as
conditions or inducements to the execution hereof.
(k) Time. Time is of the essence.
(l) Severability. If any part of this Agreement is deemed to be
unenforceable the balance of the Agreement shall remain in full force and
effect.
(m) Responsibility and Costs. All fees, expenses and out-of-pocket
costs and expenses, including, without limitation, fees and disbursements of
counsel, advisors and accountants, incurred by the parties hereto shall be borne
solely and entirely by the party that has incurred such costs and expenses
regardless of whether the transactions contemplated herein are completed.
IN WITNESS WHEREOF, the parties have executed this Agreement the day and year
first above written.
TURER CORP.
/s/ Xxxx Xxxxx
By: __________________________________
Xxxx Xxxxxx
Its: Chief Executive Officer
INTERNET VENTURES, INC.
/s/ Xxxx Xxxxxx
By: __________________________________
Xxxx Xxxxxx
Its: Chief Executive Officer
