EXHIBIT 2.1
SHARE EXCHANGE AGREEMENT
SHARE EXCHANGE AGREEMENT, dated as of February 8, 2001, (this
"Agreement"), among Why USA Subsidiary No. 1, Inc., a Minnesota corporation
("Subsidiary") a wholly owned subsidiary of Why USA Financial Group, Inc; Why
USA Financial Group, Inc., a Nevada corporation ("Why USA"), and Xxxxxx X. Xxxx,
Xxxxx X. Xxxxx, Xxxxxxx X. Xxxxxxxx and Xxxxxx Xxxxxx (collectively, the
"Shareholders" or individually, the "Shareholder"), each of whom is a
shareholder or has a community property interest in the shares of America's
Cashline Corporation, a Michigan corporation ("Cashline").
WITNESSETH:
WHEREAS, the Shareholders beneficially own all of the outstanding
shares of common stock of Cashline ("Cashline Common Stock");
WHEREAS, Why USA Subsidiary No. 1, Inc. desires to acquire, and the
Shareholders desire to exchange, all of the outstanding shares of Cashline
Common Stock for the common shares of Why USA as provided for herein; and
WHEREAS, Why USA and Subsidiary, on the one hand, and the
Shareholders, on the other hand, desire to make certain representations,
warranties and agreements in connection with the Share Exchange (as defined in
Section II below) and also to prescribe various conditions to consummation of
the Share Exchange.
WHEREAS, this Agreement contemplates a share for share exchange of Why
USA common stock for Cashline common stock in a reorganization pursuant to
Internal Revenue Code Section 368(a)(I)(B).
NOW, THEREFORE, in consideration of the premises and the
representations, warranties and agreements herein contained, the parties agree
as follows:
ARTICLE I
THE SHARE EXCHANGE
SECTION 1.1 SHARE EXCHANGE. On the Closing Date, Subsidiary shall
acquire from the Shareholders, and the Shareholders shall deliver to Subsidiary,
all of the issued and outstanding shares of Cashline Common Stock (the "Share
Exchange").
SECTION 1.2 FIXED SHARE EXCHANGE. On the Closing Date Subsidiary and
Why USA shall deliver to Shareholders Six Hundred Thousand (600,000) shares of
common stock of Why USA, duly executed by the appropriate officers of Why USA.
The shares of Why USA restricted common stock shall be delivered to Shareholders
upon the following schedule:
i. 420,000 shares shall be delivered to Xxxxxx Xxxx
xx. 120,000 shares shall be delivered to Xxxxxxx X.
Xxxxxxxx
iii. 30,000 shares shall be delivered to Xxxxx X. Xxxxx
xx. 30,000 shares shall be delivered to Xxxxxx Xxxxxx
SECTION 1.3 CASH PAYMENTS. In addition to the share exchange,
Subsidiary shall pay, and Why USA shall cause subsidiary to pay, to Shareholders
Seventy-Five Thousand dollars ($75,000) in lieu of the transfer of an additional
100,000 shares of Why USA common stock previously contemplated by the parties.
a. The cash payment to Cashline Shareholders shall be made
proportionally to the shareholders based upon the
percentages set forth in Exhibit A pursuant to the following
schedule:
i. $25,000 paid at closing
ii. $16,666 to be paid 30 days after closing
iii. $16,666 to be paid 60 days after closing
iv. $16,667 to be paid 90 days after closing
(Xxxxxxx X. Xxxxxxxx shall be entitled to 66.66% of the
proceeds paid under this paragraph and Xxxxx X. Xxxxx
shall be entitled to 33.37% of the proceeds paid under
this paragraph.)
b. In addition to the $75,000 cash payment Subsidiary shall pay
the sum of $32,600 to Xxxxxx Xxxxx in good funds.
SECTION 1.4 DELIVERY OF ADDITIONAL SHARES OF WHY USA COMMON STOCK. The
July 28, 2000 letter agreement requires the payment of 1,350,000 shares of Why
USA common stock. The number of transferred shares has been reduced from the
original number, both by the amount referenced in Section 1.3 above, and by the
terms stated below.
Shareholders agree that certain separate and additional funds were previously
provided to Cashline by Northwest in exchange for assignment of Shareholders'
rights to 500,000 shares of Why USA common stock. A true and correct copy of
this agreement is attached hereto as Exhibit B. These shares are not inclusive
of the 600,000 shares that will be paid to Shareholders pursuant to Section 1.
Shareholders agree to execute those documents as necessary to complete the
assignment of her interest in the referenced 500,000 shares of Why USA common
stock to Northwest.
Shareholders agree that the additional advanced funds and assumption of certain
agreed upon Cashline obligations by Northwest results in the adjustment downward
in the number of delivered shares to the amount referenced in Section 1. Those
expenses assumed by Subsidiary are specified on Exhibit D.
Shareholders shall be entitled to additional shares equal to the dollars
remaining unspent in the
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$50,000.00 allowance provided by Northwest for the costs of professional
services incurred by Shareholders for the completion of this acquisition.
Shareholders shall received one share for each dollar remaining unspent.
SECTION 1.5 CLOSING. Closing of the Share Exchange ("Closing") shall
take place at a time and location to be specified, at 10:00 a.m., local time, on
the second business day after the 1st day on which all of the conditions set
forth in Article VII hereof shall have been fulfilled or waived or at such other
time and place as the parties shall agree but in no event later than February
28, 2001 (the "Closing Date"). The parties agree that the closing may be
conducted telephonically with documents executed in counterparts, if necessary.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF WHY USA
Subsidiary and Why USA represent and warrant to the Shareholders as follows:
SECTION 2.1 ORGANIZATION, STANDING AND POWER. Why USA is a corporation
duly organized, validly existing and in good standing under the laws of the
State of Nevada and has the requisite corporate power and authority to carry on
its business as now being conducted. Subsidiary is a corporation duly organized,
validly existing and in good standing under the laws of the State of Minnesota
and has the requisite corporate power and authority to carry on its business as
now being conducted.
SECTION 2.2 AUTHORITY; NON-CONTRAVENTION. Subsidiary and Why USA have
all requisite power and authority to enter into this Agreement and to consummate
the Share Exchange. The execution and delivery by Subsidiary and Why USA of this
Agreement, and the consummation by Subsidiary and Why USA of the transactions
contemplated hereby, have been duly authorized by all necessary corporate action
on the part of Subsidiary and Why USA. This Agreement has been duly executed and
delivered by Subsidiary and Why USA and (assuming the valid authorization,
execution and delivery of this Agreement by the Shareholders) constitutes a
valid and binding obligation of Subsidiary and Why USA enforceable against each
of them in accordance with its terms.
SECTION 2.3 BROKERS. No broker, investment banker or other person is
entitled to any broker's, finder's or other similar fee or commission in
connection with the transactions contemplated by this Agreement based upon
arrangements made by or on behalf of Subsidiary or Why USA.
SECTION 2.4 WHY USA SHARES. The Why USA shares to be issued to the
Shareholders under this Agreement have been duly authorized and, when issued
according to the terms of this Agreement, will be validly issued, fully paid and
non-assessable.
SECTION 2.5 WHY USA SEC REPORTS. None of the statements, reports and
other documents filed by Why USA with the Securities and Exchange Commission
("SEC") to date
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contained any untrue statement of material fact or omitted to state a material
fact required to be stated therein or necessary to make the statements made
therein, in light of the circumstances under which they were made, not
misleading.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF SHAREHOLDERS
Each of the Shareholders represents and warrants to Subsidiary for,
and with respect to, himself/herself but not for, or with respect to, any other
Shareholder, as follows:
SECTION 3.1 OWNERSHIP OF CASHLINE STOCK. Exhibit A attached hereto
sets forth the number of shares of Cashline Common Stock beneficially owned by
the Shareholder. Shareholder beneficially holds such Cashline Common Stock free
and clear of any restrictions on transfer, taxes, liens (as defined in this
Section), options, warrants, purchase rights, contracts, commitments, equities,
claims and demands. Shareholder is not a party to (i) any option, warrant,
purchase right, or other contract or commitment that could require him/her to
sell, transfer, or otherwise dispose of any Cashline Common Stock (other than
pursuant to this Agreement); or (ii) any voting trust, proxy, or other agreement
or understanding with respect to Cashline Common Stock. For purposes of this
Agreement, "Liens" means liens, mortgages, pledges, security interests,
encumbrances, claims or charges of any kind.
SECTION 3.2 AUTHORITY; NON-CONTRAVENTION. Shareholder has the legal
capability and is competent to enter into this Agreement and to consummate the
Share Exchange. This Agreement has been duly executed and delivered by the
Shareholder and (assuming the valid authorization, execution and delivery of
this Agreement by Why USA, Subsidiary, and the other Shareholders) constitutes a
valid and binding obligation of Shareholder enforceable against him/her in
accordance with its terms, except to the extent enforceability may be limited by
bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other
similar laws of general applicability relating to or affecting the enforcement
of creditors' rights and by the effect of general principles of equity
(regardless of whether enforceability is considered in a proceeding in equity or
at law).
ARTICLE IV
ADDITIONAL REPRESENTATIONS AND WARRANTIES OF SHAREHOLDERS
The Shareholders severally, and not jointly, represent and warrant to
Subsidiary and Why USA as follows:
SECTION 4.1 ORGANIZATION, STANDING AND POWER. Cashline is a
corporation duly incorporated, validly existing and in good standing under the
laws of the jurisdiction of its incorporation and has the requisite corporate
power and authority to own, lease and operate its properties and to carry on its
business as now being conducted. Cashline is duly qualified to do business, and
is in good standing, in each jurisdiction where the character of its properties
owned or held under lease or the nature of its activities makes such
qualification necessary, except where the
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failure to be so qualified would not, individually or in the aggregate, have a
Material Adverse Effect on Cashline. Cashline does not have the power, directly
or indirectly, to vote or direct the voting of, securities sufficient to elect
the majority of the directors of any corporation and does not control, directly
or indirectly, or have any direct or indirect controlling equity interest, or
any commitment to acquire any such direct or indirect controlling equity
interest in any corporation, partnership, joint venture, association, trust or
other business organization. "Material Adverse Change" or "Material Adverse
Effect" means any change or effect that is or, so far as can reasonably be
determined, is likely to be materially adverse to the assets, properties,
condition (financial or otherwise), business or results of operations of
Cashline.
SECTION 4.2 CAPITAL STRUCTURE. As of the date hereof, the authorized
and outstanding capital stock of Cashline is as set forth in Exhibit A. All
outstanding shares of Cashline Common Stock are validly issued, fully paid and
non-assessable and not subject to preemptive rights. There are no options,
warrants, rights, commitments, agreements, arrangements or undertakings of any
kind to which Cashline is a party or by which Cashline is bound obligating it to
issue, deliver or sell, or cause to be issued, delivered or sold, additional
shares of capital stock or other voting securities of Cashline.
SECTION 4.3 AUTHORITY; NON-CONTRAVENTION. Except as set forth in the
Shareholders Disclosure Schedule, the execution and delivery of this Agreement
by the Shareholders does not, and the consummation of the transaction
contemplated hereby and compliance with the provisions hereof will not, conflict
with, or result in any violation of, or default (with or without notice or lapse
of time, or both) under, or give rise to a right of termination, cancellation or
acceleration of any obligation or to the loss of a material benefit under, or
result in the creation of any lien, security interest, charge or encumbrance
upon any of the properties or assets of Cashline under, any provision of (i) the
Articles of Incorporation, as amended, or Bylaws of Cashline (true and complete
copies of which as of the date hereof have been delivered to Subsidiary and Why
USA), (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease
or other agreement, instrument, permit, concession, franchise or license
applicable to Cashline or (iii) any judgment, order, decree, statute, law,
ordinance, rule or regulation applicable to Cashline or any of its respective
properties or assets, other than, in the case of clauses (ii) or (iii), any such
conflicts, violations, defaults, rights, liens, losses, security interests,
charges or encumbrances that, individually or in the aggregate, would not have a
Material Adverse Effect on Cashline, materially impair the ability of the
Shareholders to perform their obligations hereunder or prevent the consummation
of any of the Share Exchange.
SECTION 4.4 FINANCIAL STATEMENTS. The Cashline Financial Statements
have been prepared in accordance with generally accepted accounting principles
applied on a consistent basis during the periods involved (except as may be
indicated therein or in the notes thereto) and fairly present the financial
position of Cashline as at the dates thereof and the results of its operations
and changes in financial position for the periods then ended. Shareholders state
that those documents provided to Why USA pursuant to its due diligence request
are a true and accurate representation of the financial status of Cashline.
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SECTION 4.5 NO UNDISCLOSED MATERIAL LIABILITIES. Except as otherwise
set forth in Exhibit D, there have been no liabilities or obligations (whether
pursuant to contracts or otherwise) of any kind whatsoever incurred by Cashline
since the Cashline Balance Sheet Date, whether accrued, contingent, absolute,
determined, determinable or otherwise, other than:
(a) liabilities or obligations disclosed or provided for in the
Cashline Balance Sheet or in the notes thereto;
(b) liabilities or obligations which, individually and in the
aggregate, have not had and are not reasonably likely to have a Material Adverse
Effect on Cashline.
SECTION 4.6 TAXES. Except as otherwise set forth in the Shareholders
Disclosure Schedule, (i) all material Tax Returns required to be filed by
Cashline have been filed or extensions have been obtained; (ii) Tax Returns
referred to in clause (i) are true and correct in it II material respects and
have been completed in all material respects in accordance with applicable laws;
(iii) all Taxes shown to be due on the Tax Returns referred in clause (i) have
been timely paid or extensions have been duly obtained or such Taxes have been
adequately provided for on the Cashline Balance Sheet or are being timely and
properly contested; (iv) Cashline has not waived any statute of limitations in
respect of Taxes of Cashline; (v) the Tax Returns referred to in clause (i)
relating to federal and state income Taxes have been filed with the Internal
Revenue Service or the appropriate state taxing authority and; (vi) no issues
that have been raised in writing by the relevant taxing authority in connection
with the examination of the Tax Returns referred to in clause (i) are currently
pending; (vii) all deficiencies asserted or assessments made as a result of any
examination of the Tax Returns referred to in clause (i) by a taxing authority
have been paid in full or adequately provided for on the Cashline Balance Sheet
or are being timely and properly contested. For purposes of this Agreement, (a)
"Tax" (and, with correlative meaning, "Taxes" and "Taxable") means any federal,
state, local or foreign income, gross receipts, property, sales, use, license,
excise, franchise, employment, payroll, withholding, alternative or added
minimum, ad valorem, transfer, severance or excise tax, or any other tax,
custom, duty, governmental fee or other like assessment or charge of any kind
whatsoever, together with any interest or penalty, imposed by any governmental
authority, and (b) "Tax Return" means any return, report or similar statement
required to be filed with respect to any Tax (including any attached schedules),
including, without limitation, any information return, claim for refund, amended
return or declaration of estimated Tax.
SECTION 4.7 TRANSACTIONS WITH AFFILIATES. Except as set forth in the
Shareholders Disclosure Schedule, there are no contracts, agreements,
guarantees, loans or other material transactions between Cashline, on the one
hand, and any director or executive officer of Cashline, any Affiliate thereof,
or any of their respective Related Persons (as defined below), on the other
hand, and no director or executive officer of Cashline or any of their
respective Related Persons have any interest in any of the assets of Cashline.
For purposes hereof, (x) the term "Affiliate" shall mean a person that directly
or indirectly through one or more intermediaries controls or is controlled by,
or is under common control with, the person specified; and (y) the term "Related
Persons" shall mean: (a) each (/Uother Umember of such individual's Family, and
(b) any person or entity that is directly or
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indirectly controlled by anyone or more members of such individual's Family. For
purposes of the definition of Related Persons, the "Family" of any individual
includes (i) such individual, (ii) the individual's spouse, siblings or
ancestors, (iii) any lineal descendant of such individual or their siblings or
ancestors, or (iv) a trust for the benefit of the foregoing.
SECTION 4.8 RECEIVABLES. Shareholders have made a full and complete
disclosure of all receivables to which Cashline owns.
SECTION 4.9 LITIGATION. Except as set forth in the Exhibit D, there is
no suit, action, investigation or proceeding pending or, to the knowledge of the
Shareholders, threatened against Cashline at law or in equity before or by any
federal, state, municipal or other governmental department, commission, board,
bureau, agency or instrumentality, domestic or foreign, or before any arbitrator
of any kind, and there is no judgment, decree, injunction, rule or order of any
court, governmental department, commission, board, bureau, agency,
instrumentality or arbitrator to which Cashline is subject.
SECTION 4.10 GOVERNMENTAL LICENSES AND PERMITS; COMPLIANCE WITH LAW.
Cashline agrees to take reasonable efforts to determine and notify Why USA and
Subsidiary of any licenses that may have expired or lapsed since it was
disclosed to Why USA that Cashline held licenses in 48 states. Cashline will
make such disclosure as soon as practicable and will continue to notify Why USA
and Subsidiary of any licensing issue that may arise during the acquisition
process. To the knowledge of the Shareholders, the conduct of the business of
Cashline complies with all statutes, laws, regulations, ordinances, rules,
judgments, orders, decrees or arbitration awards applicable thereto, except for
violations or failures to comply, if any, that, individually or in the
aggregate, would not have a Material Adverse Effect on Cashline.
SECTION 4.11 BOOKS, RECORDS AND SHARE OWNERSHIP. The minute books of
Cashline contain true and complete records of all actions taken at any meetings
of Cashline's Shareholders, Board of Directors or any committee thereof and of
all written consents executed in lieu of the holding of any such meeting. To the
knowledge of the Shareholders, the financial books and records of Cashline
reflect in all material respects the assets, liabilities, business, financial
condition and results of operations of Cashline and have been maintained in
accordance with good business and bookkeeping practices.
SECTION 4.12 BANK ACCOUNTS. A complete list of each bank account
maintained by Cashline, including safe deposit boxes maintained by Cashline, the
account balances and the names of the person authorized to draw down upon or
have access thereto shall be provided to Subsidiary at Closing.
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ARTICLE V
ADDITIONAL AGREEMENTS
SECTION 5.1 PUBLIC ANNOUNCEMENTS. Before issuing any press release or
otherwise making any public statements with respect to the transactions
contemplated by this Agreement, Why USA and Cashline will consult with each
other, and will undertake reasonable efforts to agree upon the terms of such
press release, and shall not issue any such press release or make any such
public statement prior to such consultation, except as may be required by
applicable law.
SECTION 5.2 NON-COMPETITION AGREEMENTS; INVESTMENT REPRESENTATION
LETTER. Each of the Shareholders agrees to execute and deliver to Why USA at
Closing, an investment representation letter in the form of Exhibit C.
SECTION 5.3 EMPLOYMENT AGREEMENT. Xxxxxx X. Xxxx agrees to continue in
the capacity as President of Cashline for a duration of up to 24 months. The
parties agree that the primary purpose of Xx. Xxxx remaining as president is
that of licensing issues that may arise as a result of this acquisition. Xx.
Xxxx shall be compensated $1,000.00 monthly for each month that Why USA and
Cashline shall require her services. The parties agree that Xx. Xxxx may be
terminated upon two weeks written notice.
SECTION 5.4 CERTAIN ASSETS. Subsidiary and Why USA acknowledge and
agree that two pieces of art (oil on canvass) and one piece of furniture (high
back green chair) are the personal property of Xxxxxx Xxxx and not the property
of Cashline. These items may be removed by Xxxxxx Xxxx at her discretion.
SECTION 5.5 PUBLIC INFORMATION. Why USA will use its best efforts to
file with the SEC such information as the SEC may require under Section 13 or
Section 15(d) of the Securities Exchange Act of 1934, and shall use its best
efforts to take all action as may be required as a condition to the availability
of Rule 144 or Rule 144A under Securities Act of 1933 (or any successor
exemptive rule hereafter in effort). Why USA shall furnish to any Shareholder
who continues to own Why USA shares as to the steps it has taken to comply with
the current public information requirement of Rule 144 or Rule 144A or such
successor rule.
ARTICLE VI
INDEMNIFICATION RE: BREACH OF
REPRESENTATIONS, WARRANTIES AND COVENANTS
SECTION 6.1 At the Closing Date, the Shareholders shall severally, in
proration to their ownership percentages on Exhibit A, and not jointly,
indemnify and hold Subsidiary, Why USA and Cashline harmless against and in
respect of all actions, suits, demands, judgments, costs and expenses, and
reasonably attorney's fees (hereinafter "Losses"), that Subsidiary, Why USA, or,
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Cashline shall incur or suffer that arise, result from, are caused by, or relate
to any untrue representations of Shareholders, breach or failure of Shareholders
to perform any warranties, covenants or agreements. The indemnification
obligation provided for in this Section 6.1 shall terminate and be of no further
force and effect upon the expiration of 12 months from the Closing Date, except
(i) as to any representation or warranty as to which a written notice of claim
for indemnification has been given to the Shareholders, prior to the expiration
of such 12 month period; and (ii) for a claim for indemnification for unpaid or
undisclosed tax liability of Cashline given to the Shareholders, prior to the
expiration of the applicable statute of limitations.
Correspondingly, at the Closing Date, Why USA and Subsidiary shall,
indemnify and hold Shareholders harmless against and in respect of all actions,
suits, demands, judgments, costs and expenses, and reasonably attorney's fees,
(hereinafter "Losses") that Shareholders shall incur or suffer that arise,
result from, are caused by, or relate to any untrue representations of Why USA
and Subsidiary, breach or failure of Why USA and Subsidiary to perform any
warranties, covenants or agreements. The indemnification obligation provided for
in this Section 6.1 shall terminate and be of no further force and effect upon
the expiration of 12 months from the Closing Date, except as to any
representation or warranty as to which a written notice of claim for
indemnification has been given to the Shareholders, prior to the expiration of
such 12 month period.
SECTION 6.2 Procedure for Indemnification.
(a) As soon as practicable, after receipt by Shareholders, Subsidiary,
Why USA, or Cashline (hereinafter the "Indemnified Person") under Section 6.1 of
written notice of any claim against it, the indemnified person will give notice
(hereinafter a "Noticed Claim") to the guaranteeing party (hereinafter the
"Indemnifying Person") of such claim. Each of the parties hereby expressly
acknowledges and agrees that any notice required to be given hereunder by the
Indemnified Person to the Indemnifying Parties shall be deemed to have been
delivered by if given in the manner and to the address set forth in Section 7.2.
(b) On any Noticed Claim, the Indemnifying Person may, at its option,
assume the defense of such claim with counsel satisfactory to the Indemnified
Person (which consent to counsel will not be unreasonably withheld) and, after
written notice from the Indemnifying Person to the Indemnified Person of its
election to assume the defense of such claim, the Indemnifying Person will not,
as long as it diligently conducts such defense, be liable to the Indemnified
Person under this Article VI for any fees of other counsel or any other expenses
with respect to the defense of such claim subsequently incurred by the
Indemnified Person in connection with the defense of such claim.
Notwithstanding the foregoing, the Indemnified Person shall have the
right to employ its own counsel in any such case, but the fees and expenses of
such counsel shall be at the expense of the Indemnified Person unless: (i) the
employment of such counsel shall have been authorized in writing by the
Indemnifying Person in connection with the defense of such action; or (ii) the
Indemnifying Person shall have not employed counsel to take charge of the
defense of such action within a reasonable time after notice of the claim.
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If the Indemnifying Person assumes the defense of a Noticed Claim, (i)
no compromise or settlement of such claim may be effected by the Indemnifying
Person without the Indemnified Person's consent, which consent shall not be
unreasonably withheld or delayed, unless (A) there is no finding or admission of
any violation of federal, state, or local laws, statutes or regulations or any
violation of the rights of any Person, and (B) the sole relief provided is
monetary damages that are paid in full by the Indemnifying Person; and (ii) the
Indemnified Person will have no liability with respect to any compromise or
settlement of such claims effected without its consent. Subject to Section
6.2(c), if a Noticed Claim is given to an Indemnifying Person and the
Indemnifying Person does not, within thirty (30) days after receipt of the
Noticed Claim, give notice to the Indemnified Person of its election to assume
the defense of such claim, the Indemnifying Person will be bound by any
determination made in such proceeding or any compromise or settlement effected
by the Indemnified Person.
SECTION 6.3 SUBROGATION. To the extent that the Indemnifying Person
makes or is required to make any indemnification payment to any Indemnified
Person, the Indemnifying Person shall be entitled to exercise, and shall be
subrogated to, any rights and remedies (including rights on indemnity, rights of
contribution, and other rights of recovery) that the Indemnified Person have
against any other person with respect to any Damages, circumstances or matters
to which such indemnification payment is directly or indirectly related. The
Indemnified Person shall permit the Indemnifying Person to use the name of the
Indemnified Person in any transaction or in any proceeding or other matter
involving any of such rights or remedies; and the Indemnified Person, at the
expense of the Indemnifying Person, shall take such actions as the Indemnifying
Person may reasonably request for the purpose of enabling the Indemnified Person
to perfect or exercise the Indemnifying Person's right of subrogation hereunder.
SECTION 6.4 LIMITS ON LIABILITY. The indemnification obligations set
forth in this Article 6 shall apply only after the aggregate amount of such
obligations exceeds $2,500, at which time the indemnification obligations shall
be effective as to only those Losses in excess of the initial $2,500. In
addition, the indemnification obligations set forth in this Article 6 shall be
limited to an aggregate amount not to exceed $75,000.00.
ARTICLE VII
CONDITIONS PRECEDENT TO THE SHARE EXCHANGE
SECTION 7.1 CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE SHARE
EXCHANGE. The respective obligations of Subsidiary and Why USA, on the one hand,
and the Shareholders and Cashline, on the other, to effect the Share Exchange
shall be subject to the fulfillment or waiver (where permissible) at or prior to
the Closing Date of each of the following conditions:
(a) NO ORDER. No Governmental Entity or court of competent
jurisdiction shall have enacted, issued, promulgated, enforced or entered any
law, rule, regulation, executive order, decree, injunction or other order
(whether temporary, preliminary or permanent) which is then in effect and has
the effect of prohibiting the Share Exchange or the transactions contemplated
hereby; provided
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that, in the case of any such decree, injunction or other order, Subsidiary and
Why USA, on the one hand, and the Shareholders and Cashline, on the other, shall
have used reasonable best efforts to prevent the entry of any such injunction or
other order and to appeal as promptly as practicable any decree, injunction or
other order that may be entered.
(b) GOVERNMENTAL CONSENTS. All consents, approvals, orders or
authorizations of, or registrations, declarations or filings with, any
Governmental Entity required by or with respect to Subsidiary, Why USA, and
Cashline or any of the Shareholders in connection with the execution and
delivery of this Agreement or the consummation of the transactions contemplated
hereby shall have been obtained or made, except for such consents, approvals,
orders, authorizations, registrations, declarations or filings the failure to
obtain or make could not reasonably be expected to have, individually or in the
aggregate, a Material Adverse Effect on either Cashline or any of the
Shareholders or a Material Adverse Effect on Why USA or materially impair Why
USA's or any of the Shareholder's ability to consummate the Share Exchange.
"Material Adverse Change" or "Material Adverse Effect" means any change or
effect that is or, so far as can reasonably be determined, is likely to be
materially adverse, individually or collectively, to the assets, properties,
condition (financial or otherwise), business or results of operations of
Cashline.
SECTION 7.2 ADDITIONAL CONDITIONS TO OBLIGATION OF THE SHAREHOLDERS.
The obligation of the Shareholders to effect the Share Purchase shall be subject
to the fulfillment at or prior to the Closing Date of the following additional
conditions; provided that the Shareholders may waive any of such conditions in
their sole discretion:
(a) PERFORMANCE OF AGREEMENTS AND COVENANTS. Subsidiary and Why USA
shall have performed or complied in all material respects with each of their
agreements and covenants contained in this Agreement required to be performed or
complied with by them on or prior to the Closing Date.
(b) REPRESENTATIONS AND WARRANTIES. The representations and warranties
of Subsidiary and Why USA set forth in this Agreement shall be true and correct
in all material respects on and as of the date of this Agreement and shall be
true and correct on and as of the Closing Date as though made on and as of the
Closing Date (except to the extent such representations and warranties expressly
speak of an earlier date), except for changes contemplated or permitted by this
Agreement.
SECTION 7.3 ADDITIONAL CONDITIONS TO OBLIGATION OF SUBSIDIARY. The
obligation of Subsidiary to effect the Share Exchange shall be subject to the
fulfillment at or prior to the Closing Date of the following additional
conditions, provided that Subsidiary may waive any such conditions in its sole
discretion:
(a) PERFORMANCE OF AGREEMENTS AND COVENANTS. Shareholders and Cashline
shall have performed or complied in all material respects with each of their
agreements and covenants contained in this Agreement required to be performed or
complied with by Cashline and the Shareholders on or prior to the Closing Date,
and Subsidiary shall have received a certificate signed on behalf of Cashline by
a duly authorized officer and by each of the Shareholders to such effect.
11
(b) REPRESENTATIONS AND WARRANTIES. The representations and warranties
of the Shareholders and Cashline set forth in this Agreement shall be true and
correct as of the date of this Agreement and shall be true and correct in all
material respects on and as of the Closing Date as though made on and as of the
Closing Date (except to the extent such representations and warranties expressly
speak as of an earlier date) except for changes contemplated or permitted by
this Agreement.
(c) NO MATERIAL ADVERSE CHANGE. There shall have been no Material
Adverse Change in the business, financial condition, operations or financial
performance of Cashline since the date of this Agreement.
(d) CASHLINE SHARE CERTIFICATES. Subsidiary shall have received all of
the stock certificates evidencing issued and outstanding shares of Cashline
Common Stock.
(e) INVESTMENT REPRESENTATION LETTER. Each Shareholder shall, if
demanded by Why USA, execute and deliver an investment representation letter.
ARTICLE VIII
TERMINATION, AMENDMENT AND WAIVER
SECTION 8.1 TERMINATION. This Agreement may be terminated and the
Share Exchange abandoned at any time prior to the Closing Date:
(a) by mutual written consent of all parties hereto;
(b) by Subsidiary if:
(i) there has been a material breach of any representation,
warranty, covenant or agreement contained in this Agreement on the
part of Cashline or any of the Shareholders and
such breach has not been cured within ten days after written notice to
Cashline or the Shareholders specifying the nature of the breach.
(c) by Cashline or the Shareholders if:
(i) there has been a material breach of any representation,
warranty, covenant or agreement contained in this Agreement on the
part of Subsidiary or Why USA and such breach has not been cured
within 15 days after written notice to Subsidiary and Why USA
specifying the nature of the breach, unless such breach is not
susceptible of being cured within said ten day period, in which event
such a breach shall not permit Shareholders to terminate this
Agreement if Subsidiary or Why USA commences curative action on such
breach and thereafter diligently prosecutes curative action to cure
such breach.
12
(d) by any party hereto if the Share Purchase shall not have been
consummated by February 28, 2001; provided, however, that the right to terminate
this Agreement under this Section 11.1(d) shall not be available to any party
whose willful failure to fulfill any material obligation under this Agreement
has been the cause of, or resulted in, the failure of the Closing Date to occur
on or before such date.
SECTION 8.2 EFFECT OF TERMINATION. In the event of termination of this
Agreement as provided in Section 8.1, this Agreement shall forthwith become void
and there shall be no liability or obligation on the part of Subsidiary, Why
USA, or Cashline or its respective officers, directors, stockholders or
affiliates or the Shareholders.
SECTION 8.3 NOTICE OF TERMINATION. Any termination of this Agreement
under Section 8.1 above will be effective immediately upon the delivery of
written notice by the terminating party to the other parties hereto subject to
the period provided to a party to cure any breach as set forth in Section 8.1.
SECTION 8.4 EXTENSION; WAIVER. At any time prior to the Closing Date
any party hereto may, to the extent legally allowed, (i) extend the time for the
performance of any of the obligations or other acts of the other parties hereto,
(ii) waive any inaccuracies in the representations and warranties made to such
party contained herein or in any document delivered pursuant hereto and (iii)
waive compliance with any of the agreements or conditions for the benefit of
such party contained herein. Any agreement on the part of a party hereto to any
such extension or waiver shall be valid only if set forth in an instrument in
writing signed on behalf of such party.
ARTICLE IX
GENERAL PROVISIONS
SECTION 9.1 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The
representations and warranties in this Agreement or in any instrument delivered
pursuant to this Agreement shall survive the Closing Date for a period of 12
months.
SECTION 9.2 NOTICES. All notices and other communications hereunder
shall be in writing and shall be deemed given if delivered personally or by
commercial delivery service, or mailed by registered or certified mail (return
receipt requested) to the parties at the following addresses (or at such other
address for a party as shall be specified in writing by like notice):
(a) if to Subsidiary and Why USA:
Why USA Subsidiary No. 1, Inc.
Attention: Xxxxxx Xxxxxxxxx, Chairman
0000 Xxxxxxxxx Xxxxxx
Xxxxx 000
Xxxxxxxxxxx, XX 00000
13
with a copy to:
Xxxxxxx X. Xxxxxx
0000 X. Xxxxxxx Xxxx.
Xxxxx 000
Xxxxxxxxxxx, XX 00000
(b) if to the Shareholders, to:
Xxxxxx Xxxx
00000 Xxxxx Xxxxxxxx Xxxx.
Xxxxxxxxxx, XX 00000
with a copy to:
Xxxx Xxxxxxxxx
Xxxxxxxxx Xxxxx, a Professional Corporation
0000 Xxxxx Xxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000-0000
SECTION 9.3 INTERPRETATION. When a reference is made in this Agreement
to Exhibits, such reference shall be to an Exhibit to this Agreement unless
otherwise indicated. The words "include", "includes" and "including" when used
herein shall be deemed in each case to be followed by the words "without
limitation." The table of contents and headings contained in this Agreement are
for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement. When reference is made herein to "the business
of an entity, such reference shall be deemed to include the business of all
direct and indirect subsidiaries of such entity. References in this Agreement to
"knowledge" shall mean the knowledge of the Shareholders, unless indicated
otherwise. For purposes of this Agreement, a Shareholder will be deemed to have
knowledge of a particular fact if such Shareholder is actually aware, of such
fact or other matter.
SECTION 9.4 COUNTERPARTS. This Agreement may be executed in one or
more counterparts, all of which shall be considered one and the same agreement
and shall become effective when one or more counterparts have been signed by
each of the parties and delivered to the other parties, it being understood that
all parties need not sign the same counterpart.
SECTION 9.5 ENTIRE AGREEMENT; NO THIRD-PARTY BENEFICIARIES. This
Agreement and the documents and instruments and other agreements among the
parties hereto as contemplated by or referred to herein, including the
Shareholders Disclosure Schedule (a) constitutes the entire agreement among the
parties with respect to the subject matter hereof and supersede all prior
agreements and understandings, both written and oral (including the letter(s) of
intent among the parties) among the parties with respect to the subject matter
hereof; and (b) are not intended to confer upon any other person any rights or
remedies hereunder. No party to the letter(s) of intent among
14
the parties shall have any further liability or obligation to any other party
thereunder, except as specified herein.
SECTION 9.6 SEVERABILITY. In the event that any provision of this
Agreement or the application thereof, becomes or is declared by a court of
competent jurisdiction to be illegal, void or unenforceable, the remainder of
this Agreement will continue in full force and effect and the application of
such provision to other persons or circumstances will be interpreted so as
reasonably to effect the intent of the parties hereto. The parties further agree
to replace such void or unenforceable provision of this Agreement with a valid
and enforceable provision that will achieve, to the extent possible, the
economic, business and other purposes of such void or unenforceable provision.
SECTION 9.7 REMEDIES. Except as otherwise provided herein, any and all
remedies herein expressly conferred upon a party will be deemed cumulative with
and not exclusive of any other remedy conferred hereby, or by law or equity upon
such party, and the exercise by a party of any one remedy will not preclude the
exercise of any other remedy.
SECTION 9.8 ATTORNEYS' FEES. In any action at law or suit in equity to
enforce this Agreement or the rights of any of the parties hereunder, the
prevailing party or parties in such action or suit shall be entitled to receive
a reasonable sum for its attorneys' fees and all other reasonable costs and
expenses incurred in such action or suit.
SECTION 9.9 GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of Minnesota, regardless of
the laws that might otherwise govern under applicable principles of conflicts of
law thereof.
SECTION 9.10 RULES OF CONSTRUCTION. The parties hereto agree that they
have been represented by counsel during the negotiation and execution of this
Agreement and, therefore, waive the application of any law, regulation, holding
or rule of construction providing that ambiguities in an agreement or other
documents will be construed against the party drafting such agreement or
document.
SECTION 9.11 ASSIGNMENT. No party may assign either this Agreement or
any of its rights, interests, or obligations hereunder without the prior written
approval of the parties.
Executed on following page.
15
IN WITNESS WHEREOF, Why USA, Subsidiary, and each of the Shareholders
have executed this Agreement as of the date first written above.
WHY USA SUBSIDIARY NO. 1, INC.
/s/ Xxxxxx Xxxxxxxxx
------------------------------
By: Xxxxxx Xxxxxxxxx, President
Attest:
/s/ Xxxxxx X. Xxxxxxx
-------------------------
Xxxxxx Xxxxxxx, Secretary
WHY USA FINANCIAL GROUP, INC.
/s/ Xxxxxx Xxxxxxxxx
-----------------------------
Xxxxxx X. Xxxxxxxxx, Chairman
Attest:
/s/ Xxxxxx X. Xxxxxxx
-------------------------
Xxxxxx Xxxxxxx, Secretary
SHAREHOLDERS:
/s/ Xxxxxx X. Xxxx
-------------------------
Xxxxxx X. Xxxx
/s/ Xxxxx X. Xxxxx
-------------------------
Xxxxx X. Xxxxx
/s/ Xxxxxxx X. Xxxxxxxx
-------------------------
Xxxxxxx X. Xxxxxxxx
/s/ Xxxxxx Xxxxxx
-------------------------
Xxxxxx Xxxxxx
16
EXHIBIT A
SHAREHOLDER SCHEDULE
Shareholder Percent Number of Cashline Shares
----------- ------- -------------------------
Xxxxxx X. Xxxx 70% 700
Xxxxxxx X. Xxxxxxxx 20% 200
Xxxxxx Xxxxxx 5% 50
Xxxxx X. Xxxxx 5% 50
17
EXHIBIT B
ASSIGNMENT AGREEMENT FOR 500,000 SHARES OF WHY USA COMMON STOCK
SALE AGREEMENT
THIS AGREEMENT executed this 28 day of July, 2000, by and between
America's Cashline, Corp., a Michigan corporation; Xxxxxx Xxxx, (hereinafter
together "Sellers"); and Northwest Investment Trust, Inc., a Minnesota
corporation (hereinafter "Buyer").
WITNESSETH:
WHEREAS, Buyer have advanced to Seller substantial funds for use in the
operations of Seller's business, and
WHEREAS, Seller and Buyer wish to exchange common stock in WHY USA Financial
Group, Inc. for the amounts advanced from Buyer to Seller. Seller is entitled
to, and will be receiving, certain shares of common stock pursuant to its
agreement with WHY USA Financial Group, Inc.
NOW THEREFORE, for one dollar and other good and valuable consideration, the
sufficiency of which is hereby acknowledged, Seller agrees to convey to Buyer
500,000 shares of WHY USA common stock delivered to it by WHY USA Financial
Group, Inc. upon completion of the acquisition of America's Cashline, Corp. by
WHY USA Financial Group, Inc. The parties agree that the closing agent for the
WHY USA Financial Group, Inc. / America's Cashline, Corp., transaction is
authorized to convey the subject shares to Buyer as described herein.
Upon conveyance of said shares of WHY USA common stock, Seller's debt to Buyer
shall be satisfied.
The parties hereto do set their hands this 28 day of July, 2000.
SELLER BUYER
America's Cashline, Corp.
/s/ America's Cashline Corp. /s/ (illegible)
------------------------------------ --------------------------------
By: Xxxxxx X. Xxxx By: /s/ (illegible)
-------------- ---------------------------
Its: Vice President, Corp. Secretary Its: (illegible)
------------------------------- ---------------------------
Xxxxxx Xxxx
/s/ Xxxxxx Xxxx
------------------------------------
EXHIBIT C
INVESTMENT LETTER
December ___, 2000
Why USA Financial Group, Inc.
Attention: Xxxxxx Xxxxxxxxx, Chairman
0000 Xxxxxxxxx Xxxxxx
Xxxxx 000
Xxxxxxxxxxx, XX 00000
Gentlemen:
This letter is being delivered by the undersigned in connection with the sale,
exchange and issuance of Six Hundred Thousand shares ("Shares") of Why USA
Financial Group, Inc. common stock ("Company"). The undersigned hereby
represents that:
1. I am purchasing the Shares in my own name and for my own account
(or for a Trust Account if I am a Trustee), for investment and not with an
intent to sell, or for sale in connection with any distribution of such Shares;
and no other person or entity has any interest in or right with respect to the
Shares; nor have I agreed to give any person any such interest or right in the
future.
2. In recognition that the Shares have not yet been registered under
the Federal Securities Act of 1933, as amended, nor qualified under applicable
state securities laws, and that any disposition of the Shares is subject to
restrictions imposed by federal and state law. I also recognize that I cannot
yet dispose of the Shares absent registration and qualification or an available
exemption from registration and qualification. I understand that the
availability of an exemption in the future will depend in part on circumstances
outside my control and that I may be required to hold the Shares for a
substantial period. I understand that no state agency has made any findings or
determination relating to the fairness for investment of the Shares offered by
the Company and that no agency has or will recommend or endorse the Shares.
3. I have not seen or received any advertisement or general
solicitation with respect to the sale of the Shares.
4. I believe, by reason of my business or financial experience, that I
am capable of evaluating the merits and risks of this investment and of
protecting my own interests in connection with this investment; and I have a
pre-existing personal or business relationship with the Company or one or more
of its officers, directors, or controlling persons and am aware of its (their)
character, business acumen, and general business and financial circumstances.
5. I understand that my investment in the Shares is highly non-liquid,
and I must bear total economic risk of my investment in the Shares indefinitely,
unless the Shares are registered pursuant to the Federal Securities Act of 1933,
as amended, or qualified pursuant to applicable state securities laws, or unless
there is an exemption from such registration or qualification requirements. I
understand that only the Company may file a registration statement or
application for a permit and the Company is under no obligation to do so with
respect to the Shares.
6. I have received and reviewed any and all financial information that
I have requested, including the Form 10 filed with the Securities and Exchange
Commission. I am making this investment on the basis of my own knowledge of the
Company.
7. I recognize that investment in the Shares involves special and
substantial risks. I recognize, among other matters (a) the highly speculative
nature of the investment, (b) the financial hazards involved, (c) the lack of
liquidity of the Shares and the restrictions, upon transferability thereof
(e.g., that the undersigned may not be able to sell or dispose of them as
collateral for loans), (d) the qualifications and backgrounds of the principals
of the Company, and (e) the tax consequences of investment in the Shares.
8. In reaching the decision to invest in the Shares, I have carefully
evaluated my financial resources and investment position and the risks
associated with this investment, and acknowledge that I have sufficient net
worth to be able to bear the economic risks of this investment.
9. The transfer of the Shares was not effected by or through a broker
or dealer in a public offering.
10. I am a domiciliary of, and maintain my principal residence in the
State of Arizona.
11. I am aware and acknowledge that legal counsel for thc Company has
rendered no opinion or representation to me in connection with my acquisition of
the Shares, and that legal counsel for the Company has not reviewed any
financial statement, proforma financial statement, business plan or other
document which may have been provided to me by the Company or any officer,
director or employee of the Company. I represent and warrant that I am not
relying on legal counsel for the Company in any way in deciding to acquire the
Shares. I acknowledge that such counsel's only role in the transaction
contemplated herein has been to assist the Company in the preparation of certain
documents and that no duty is owed to me by such counsel. To the extent that any
such duty is implied in law at the time of the execution of this letter or
thereafter, I hereby absolve such counsel of any such implied duty and represent
and warrant that I am not relying upon the fulfillment of any such implied duty.
Dated: ________________________
______________________________
Shareholder
EXHIBIT D
SCHEDULE OF CASHLINE OBLIGATIONS ASSUMED BY WHY USA
AMERICA'S CASHLINE
ACCOUNTS PAYABLE
Nov-00
CATEGORY: VENDOR: OVERDUE DATE: AMOUNT DUE: DATE PAID:
--------- ------- ------------- ----------- ----------
Appraisal:
Appraisal Express 90 days $ 4,590
120 days $ 425
Appraisal Associates 6/23/00 $ 375
The Appraisers "past due" $ 400
12/9/99 $ 164
Springdal Realty 6/30/00 $ 000
Xxx Xxxxxxx 0-00-00 + earlier $ 425
Xxxxx Xxxxxxx 9/5/00 $ 000
Xxxxxxx Xxxxx Appraisal May-00 $ 450
Konstant & Xxxxx Sept NSF ck sent $ 100
Realty World Over 90 days past due $ 150
Linford Appraisals 7/11/00 $ 350
additional not paid $ 100
Xxxx Appraisal Over 90 days past due $ 25
Xxxxxxxx Appraisals 6/12/00 $ 300
Avvisatie Associates 6/18/00 $ 250
Xxxxx & Associates Sent Sept. to collection $ 350
Xxxxxx Appraisal Served process for unpaid $ 440
Magic Valley Credit Bureau Sent Sept. to collection $ 153
T&C Appraisals "past due" $ 300
Framel Valuation 5/11/00 $ 000
Xxxxxxx Appraisals 4/12/00 $ 250
Atlantic Appraisals 12/27/99 $ 400
Xxxxxxxx & Co. 8/12/00 $ 600
6/21/00 $ 75
Appalachian Appraisals 11/22/99 $ 100
Misc. Bills:
Sun Byte 10/6/00 $ 000
Xxx & Xxxxxxxxxx 10-24-00 Overdue notice $ 2,055
CATEGORY: VENDOR: OVERDUE DATE: AMOUNT DUE: DATE PAID:
--------- ------- ------------- ----------- ----------
Data Warehouse Microsoft 10-27-00 Overdue notice $ 27,515
"goes back to 1999"
Trans Union 10-27-00 Collection notice $ 6,400
Info Management 10-5-00 Service of Process $ 5,265
"goes back to 11-9-99"
Financing:
Mercedes Benz Car License due 10-31-00 $ 745
Xerox "past due" $ 309
"past due" $ 284
AmExpress Travel Mgmt Demand letter l0-19-00 $ 23,042
Health & Dental:
BCBS 11-3-00 service 3-00 $ 4,200
Accounting:
Vantas In collection 10-30-00 $ 878
Fish:
Interior Oceans Over 90 days $ 115
Insurance:
C T Corp 10-99 collections 10-15-00 $ 4,259
Andreni & Co. unclear ??
Imperial Credit-E&O
Insurance unclear ??
Postage/Delivery:
Fed Ex Corp. 10-25-00 "need back up" $ 20,315
Airborne Freight Judgement entered 10-27-O0 $ 9,015
(includes attorney's fees)
UPS Account suspended $ 2,765
Promotions:
Sir Speedy Printing 7-25-00 collections $ 4,958
CATEGORY: VENDOR: OVERDUE DATE: AMOUNT DUE: DATE PAID:
--------- ------- ------------- ----------- ----------
Advertising:
CA / Oregon Broadcasting 5/31/00 $ 149
Oregon 5/31/00 $ 340
Ohio May-00 $ 635
Office Supplies:
Office Max Collections $ 233
Pitney Works Credit Card Due 447 past due 225 $ 7,405
"need back up"
Pitney Xxxxx Postage 10/16/00 $ 5,031
"past due" $ 593
Sept. NSF (need back up)
Pitney Xxxxx Collections $ 341
Xerox Corp 6/20/00 $ 244
Xerox Corp Letter 10-4-00 Past Due "99" $ 2,397
Telcom Corp Collections 9-20-00 $ 261
Utilities:
Arrowhead Water 9-20-00 Past Due $ 1,141
CGS Title Costs:
Fidelity Title 12/7/99 $ 348
Investors Title 12/3/99 $ 210
Associate Title 6/15/00 $ 000
Xxxxxxxxxxxxx 7/26/00 $ 183
Xxxxxxx Attorney 8/14/00 $ 000
X. Xxxx Abstract 5/2/00 $ 135
Xxxxxx Abstract 7/28/00 $ 282
Xxxxx Abstract 3/14/00 $ 117
Hardim Abstract 12/9/99 $ 100
Xxxxxxxx Abstract 7/28/00 $ 200
United Title 8/11/00 $ 245
Oneida Title 7/13/00 $ 255
Chicago Title 12/9/99 $ 50
Xxxxxx Law 1/20/00 $ 125
First American Title 7/31/00 $ 000
Xxxxxxxxx Appraisal 1/28/00 $ 200
PAC 10/11/99 $ 135
10/26/99 $ 000
XX Xxxxxxxx 1/6/00 $ 100
Gulf Title 7/11/00 $ 125
Xxxxxx Xxxxxx 5-23-00 bounced $ 493
McDonald Abstract 8/1/00 $ 000
Xxxxxxxx Xxxx 0-00-00 bounced $ 454
Audubon County 1/5/00 $ 150
Landsafe 7/3/00 $ 300
Waukesha C 5/4/00 $ 28
Realty Inc 5/24/00 $ 290
Xxxxxxx & Xxxxxx 6/15/00 $ 352
Legal Fees:
Xxxxxxxxx 8/10/00 $ 2,208
Telephone:
Qwest ??????????
AT&T ??????????
TOTALS: $151,456
