Exhibit 2.1
Chelsea Pacific Financial Corp. Agreement dated February 25, 1999
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CHELSEA PACIFIC FINANCIAL CORP.
0000 - 000 Xxxxxxxxx Xxxxxx
Xxxxxxxxx, XX X0X 0X0
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HAND DELIVERED
Xxxxxxx Kar Man Xxx
0000 Xxxxx Xxxxxx
Xxxxxxx, XX X0X 0X0
Xxxxxxx Xxxxx Xxxxxxx
Apt. 1301 - 238 Xxxxx Narod Mews
Xxxxxxxxx, XX X0X 0X0
Xxxxxxx Xxxxx Xxxx
0000 Xxxxx Xxxxxxxx
Xxxx Xxxxxxxxx, XX X0X 0X0
Marc Xxxxxxx Xxxxxxxx
000 - 0000 Xxxx Xxxxxx
Xxxxxxxxx, XX X0X 0X0
Cool Entertainment, Inc.
(a Washington corporation)
c/o 0000 Xxxxx Xxxxxx
Xxxxxxx, XX X0X 0X0
Cool Entertainment, Inc.
(a Colorado corporation)
0000 - 000 Xxxxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx
X0X 0X0
February 25, 1999
Dear Sirs:
RE: COOL ENTERTAINMENT, INC.
CHELSEA PACIFIC FINANCIAL CORP.
Xxxxxxx Kar Man Xxx et al
February 25, 1999
Page 2
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This letter sets out the terms of an agreement between Xxxxxxx Xxxxx Xxxx,
Xxxxxxx Kar Man Xxx, Xxxx Xxxxxxx Xxxxxxxx, Xxxxxxx Xxxxx Xxxxxxx (Voth, Lau,
Belcourt and Xxxxxxx are herein together referred to as the "Vendors"), Cool
Entertainment Inc., a corporation incorporated under the laws of Colorado (the
"U.S. Company"), Cool Entertainment, Inc., a corporation incorporated under the
laws of Washington ("Cool) and Cool Management Inc. in regard to the acquisition
of all the issued and outstanding shares of Cool by the U.S. Company, in
consideration of the issuance of shares in the capital stock of the U.S. Company
(the "U.S. Shares") to the Vendors representing sixty-five percent (65%) of the
issued and outstanding share capital of the U.S. Company. This agreement amends
and restates the Agreement between Chelsea and the Vendors dated December 8,
1998, as amended January 20, 1999 (the "Letter of Intent").
1. REPRESENTATIONS AND WARRANTIES OF COOL AND THE VENDORS
In order to induce Chelsea to enter into this Agreement, Cool
and the Vendors jointly and severally represent, warrant and covenant to Chelsea
as follows:
(a) the registered and beneficial owners of an aggregate of 1,000
shares in the capital stock of Cool (the "Cool Shares"), are
as follows:
Xxxxxxx Kar Man Xxx 250 Cool Shares;
Xxxxxxx Xxxxx Xxxx 250 Cool Shares;
Marc Xxxxxxx Xxxxxxxx 250 Cool Shares;
Xxxxxxx Xxxxx Xxxxxxx 250 Cool Shares;
and the Cool Shares represent all the issued and outstanding
shares of Cool;
(b) no person, firm or corporation has any right capable of
becoming an agreement for the purchase, subscription or
issuance of any of the unissued shares of the
CHELSEA PACIFIC FINANCIAL CORP.
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February 25, 1999
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capital stock of Cool, nor will Cool issue any additional
shares in its capital stock prior to the Closing (as defined
below);
(c) Cool has only recently been incorporated for the business
purposes disclosed in its Business Plan dated September 1,
1998 (the "Business Plan"), a copy of which has been provided
to Chelsea, and to date no financial statements have been
prepared for Cool, however, there are no material debts,
obligations or liabilities (including contingent liabilities)
of Cool to the Vendors or any other party apart from this
Agreement, except for professional fees incurred with respect
to the transaction described herein;
(d) Cool is a company duly incorporated under the laws of the
State of Washington, is not a public company, and is a valid
and subsisting corporation in good standing under the laws of
Washington;
(f) the authorized capital of Cool consists of 10,000 common
shares of which there are 1,000 shares issued and outstanding
as fully paid and non-assessable;
(g) the Vendors acknowledge that the U.S. Shares will be issued to
them under exemptions from the prospectus and registration
requirements under applicable U.S. and British Columbia
securities legislation and, accordingly, the U.S. Shares
issued hereunder may be subject to trading restrictions under
applicable legislation;
(h) the Vendors have developed a non-proprietary concept for the
creation of an Internet site for the sale of entertainment
products as disclosed in the Business Plan;
(i) Cool has not guaranteed or agreed to guarantee any debt,
liability or other obligation of any firm, person or
corporation;
CHELSEA PACIFIC FINANCIAL CORP.
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February 25, 1999
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(j) there are no outstanding loans from Cool to shareholders of
Cool;
(k) Cool has no employees or any liability to former employees;
(l) the board of directors of Cool are not entitled to any
bonuses;
(m) the Vendors are not aware of any occurrence or event which has
had, or might reasonably expect to have, a material adverse
affect on Cool's business results or its operation;
(n) the Vendors are not aware of any occurrence of event which has
had or might reasonably expect to have a material adverse
effect upon Cool's present operation;
(o) to the best of the knowledge of the Vendors, there are no
actions, suits, judgments, investigations or proceedings
outstanding or pending against the Vendors or Cool;
(p) to the best of the knowledge of the Vendors, Cool is not in
breach of any laws, ordinances, statutes, regulations,
by-laws, orders or decrees to which it is subject or which
apply to it; and
(q) Cool has not since the date of its incorporation waived or
surrendered any right of material value.
In order to induce Chelsea to enter into and consummate this Agreement, each of
the Vendors severally represents to Chelsea that:
(a) those of the Cool Shares owned by him are free and clear of
all liens, charges, encumbrances or claims of third parties of
any kind or character whatsoever;
CHELSEA PACIFIC FINANCIAL CORP.
Xxxxxxx Kar Man Xxx et al
February 25, 1999
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(b) he has due and sufficient right, title and authority to enter
into this Agreement on the terms and conditions herein set
forth and to transfer the legal and beneficial title and
ownership of those of the Cool Shares owned by him; and
(c) no person, firm or corporation has any agreement or option or
a right capable of becoming an agreement for the purchase of
those of the Cool Shares owned by him.
2. REPRESENTATIONS AND WARRANTIES OF CHELSEA AND THE U.S. COMPANY
In order to induce the Vendors to enter into and consummate
this Agreement, Chelsea and the U.S. Company jointly and severally represent,
warrant and covenant to the Vendors and Cool that, as at the date hereof and as
at the Closing:
(a) no person, firm or corporation has any agreement or option or
a right capable of becoming an agreement for the purchase of
shares of capital stock of the U.S. Company, or any right
capable of becoming an agreement for the purchase,
subscription or issuance of any of the unissued shares in the
capital stock of the U.S. Company, nor will the U.S. Company
issue any additional shares in its capital stock until the
Closing has occurred, with the exception of up to 250,000
shares of Common Stock the U.S. Company has allotted for sale
to various purchasers at a price of US$0.40 per share;
(b) the debts, obligations and liabilities (including contingent
liabilities) of the U.S. Company are no more than an aggregate
of US$20,000, all of which will be satisfied from the proceeds
of the sale of shares referred to in Section 2(a) above;
(c) the U.S. Company has been duly incorporated, and is a valid
and subsisting company in good standing under the laws of
Colorado, and has due and
CHELSEA PACIFIC FINANCIAL CORP.
Xxxxxxx Kar Man Xxx et al
February 25, 1999
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sufficient corporate power and authority to enter into this
Agreement and to issue the U.S. Shares to the Vendors;
(d) entry into this agreement and the issuance of the U.S. Shares
to the Vendors has been authorized by all necessary
proceedings of the directors and the shareholders of the U.S.
Company;
(e) the authorized capital of the U.S. Company consists of
100,000,000 shares of Common Stock, No Par Value and 1,000,000
shares of Preferred Stock, No Par Value of which there are
12,233,715 shares of Common Stock issued and outstanding as
fully paid and non-assessable;
(f) the U.S. Company has not guaranteed or agreed to guarantee any
debt, liability or other obligation of any firm, person or
corporation;
(g) there are no outstanding loans owed by or to the U.S. Company,
the U.S. Company has no employees and no obligations to any
former employees, and the directors of the U.S. Company are
not entitled to any bonuses;
(h) the U.S. Company has not, since June 17, 1996, the date of its
incorporation, engaged in any business whatsoever, apart from
its incorporation and organization, the raising of capital,
and entry into:
(i) an agreement with Highland Resources Inc.
("Highland") dated July 15, 1996, as amended
September 30, 1996 and January 31, 1997 for the
acquisition of a 50% interest in a mineral property
in Brazil known as Gandalera Ferrifero (the "Highland
Agreement") referred to in Note 1 to the U.S.
Company's audited financial statements dated June 30,
1998; and
CHELSEA PACIFIC FINANCIAL CORP.
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February 25, 1999
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(ii) agreements with Xxxxx Xxxxxxxxx ("Xxxxxxxxx")
concerning the purchase by the Company of certain
mineral claims from Xxxxxxxxx dated November 7, 1997
and July 3, 1998 (the "Mineral Claims Purchase
Agreements");
(i) the U.S. Company has not experienced nor is it aware
of any occurrence or event which has had, or might
reasonably expect to have, a material adverse affect
upon its operation;
(j) there are no actions, suits, judgments, investigations,
arbitrations or other proceedings outstanding or pending
against the U.S. Company;
(k) the U.S. Company is not in breach of any laws, ordinances,
statutes, regulations, by-laws, orders or decrees to which it
is subject or which apply to it;
(l) the audited financial statements of the U.S. Company for the
12 month period ended June 30, 1998 and the unaudited
financial statements of the U.S. Company for the three month
period ended September 30, 1998 attached hereto as Schedules
"A" and "B" respectively and provided to the Vendors have been
prepared in accordance with generally accepted accounting
principles in the United States, fairly and accurately
describe the financial position of the U.S. Company as at
their respective dates, and no financial statements for the
U.S. Company for any later date or period have been prepared
or are available;
(m) the U.S. Shares will be issued to the Vendors as fully-paid
and non-assessable;
(n) all of the issued and outstanding shares in the capital stock
of the U.S. Company are presently, and the U.S. Shares will be
on the Closing, admitted to quotation on the OTC Bulletin
Board (the "Bulletin Board"), such shares are
CHELSEA PACIFIC FINANCIAL CORP.
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February 25, 1999
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presently quoted on the Bulletin Board by 5 broker-dealers,
all of whom to the best of the knowledge of Chelsea and the
U.S. Company have complied with the provisions of
Section 15c2-11 of the SECURITIES EXCHANGE ACT of 1934 (the
"1934 Act"), and the U.S. Company is in good standing with
respect to all regulatory requirements of the Bulletin Board
and under U.S. federal and applicable State securities laws;
(o) the U.S. Company is not presently a reporting issuer under the
1934 Act, but neither it nor Chelsea knows of any impediment
to it becoming a reporting issuer under the 1934 Act;
(p) the U.S. Company has no further obligations to Highland under
the Highland Agreement and is party to no litigation,
administrative proceedings or arbitration related in any way
to the Highland Agreement, and to the best of the knowledge of
the U.S. Company and Chelsea, no such litigation,
administrative proceedings or arbitration is pending or
threatened;
(q) the only material contracts to which the U.S. Company is party
as at the date hereof are the Mineral Claims Purchase
Agreements, copies of which have been provided to the Vendors.
The U.S. Company and Xxxxxxxxx will, prior to the Closing,
enter into agreements acceptable in form and substance to the
Vendors whereby the Mineral Claims Purchase Agreements will be
voided, and Xxxxxxxxx shall release the U.S. Company from all
liabilities whatsoever under the Mineral Claims Purchase
Agreements;
(r) the U.S. Company has not waived or surrendered any right of
material value, except as set forth herein;
CHELSEA PACIFIC FINANCIAL CORP.
Xxxxxxx Kar Man Xxx et al
February 25, 1999
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(s) the U.S. Company has filed all state, federal and foreign tax
returns which are required to be filed, and has paid all taxes
required to be paid and any other assessment, fine or penalty
which has been levied against it;
(t) the minute books of the U.S. Company provided to the
solicitors for the Vendors contain records of all of the
proceedings of the U.S. Company's directors, committees of
directors and shareholders since the date of the U.S.
Company's incorporation with the exception of minutes of a
meeting of the directors of the U.S. Company dated January 29,
1999 and a meeting of the shareholders of the Company held on
February 15, 1999, copies of which have been provided to the
solicitors for the Vendors, or will be provided prior to
Closing.
3. SHARE EXCHANGE
The Vendors agree with the U.S. Company to sell, transfer and
exchange all the Cool Shares to the U.S. Company, free and clear of all liens,
charges and encumbrances in consideration of the issuance by the U.S. Company to
the Vendors of such number of Shares of Common Stock of the U.S. Company as will
represent 65% of its issued shares (the "U.S. Shares") after completion of such
issuance, free of all liens, charges and encumbrances.
The U.S. Company agrees that upon completion of the sale of
the shares of Common Stock referred to in Section 2(a) hereof, it will forthwith
issue a number of shares of Common Stock equal to 65% or the number of shares
sold (the "Adjustment Shares").
The sale, transfer and exchange of the Cool Shares and the
issue of the U.S. Shares as provided herein (the "Closing") shall take place on
a day (the "Closing Date") to be agreed between the Vendors and Chelsea and the
U.S. Company, but which in any event shall take place no later than March 1,
1999 (the "Outside Date"). If the Closing has not taken place by the Outside
Date this Agreement will be void and of no further effect.
CHELSEA PACIFIC FINANCIAL CORP.
Xxxxxxx Kar Man Xxx et al
February 25, 1999
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At the Closing, the Vendors shall deliver to the U.S. Company
the certificates representing the Cool Shares, duly endorsed for transfer, to
the U.S. Company, conditionally upon and simultaneously with the delivery by the
U.S. Company:
(a) to the Vendors of certificates representing 25% of the U.S.
Shares, issued in the names of the Vendors or according to the
Vendors' direction; and
(b) to Pacific Corporate Trust Company (the "Escrow Agent"), of
certificates representing 75% of the U. S. Shares (the
"Escrowed Shares"), issued in the names of the Vendors or
according to the Vendors' direction, to be held by the Escrow
Agent under the terms of an agreement in the form attached
hereto as Schedule "C" (the "Escrow Agreement") to be entered
into between the Escrow Agent, Chelsea, the Vendors, Cool and
the U.S. Company (the "Escrow Agreement").
Forthwith upon closing of the sale of the shares of Common
Stock referred to in Section 2(a) hereof, the U.S. Company shall deliver:
(a) certificates representing 25% of the Adjustment Shares, issued
in the names of the Vendors or according to the Vendors'
direction, to the Vendors; and
(b) certificates representing 75% of the Adjustment Shares, issued
in the names of the Vendors or according to the Vendors'
direction, to the Escrow Agent, to be held by the Escrow Agent
under the terms of the Escrow Agreement.
4. NON-COMPETITION
Cool will, prior to the Closing, enter into a management
agreement with Cool Management in the form attached as Schedule "D" hereto with
Cool Management. Cool Management will, prior to the Closing Date, enter into
employment or consulting agreements with each of the Vendors in the forms
attached as Schedule "E" hereto (with Messrs. Xxx,
XXXXXXX PACIFIC FINANCIAL CORP.
Xxxxxxx Kar Man Xxx et al
February 25, 1999
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Xxxxxxx and Belcourt) and Schedule "F" hereto (with Xx. Xxxx) (the
"Non-Competition Agreements").
The U.S. Company agrees with each of the Vendors that, if a
stock option plan is established by the U.S. Company after the Closing, each of
the Vendors will be entitled to participate therein on a basis at least as
favorable as that of any other participant.
Chelsea agrees that, while any of the U.S. Shares or the
Adjustment Shares remain subject to the Escrow Agreement and for one year
thereafter, it will not arrange financing for or otherwise be involved in
investor relations activities for or on behalf of any company or other entity
involved in substantially the same business as Cool.
5. U.S. SHARES
The Vendors acknowledge and agree that when the Closing takes
place they will acquire the U.S. Shares. If the U.S. Shares or the Adjustment
Shares have not been registered with the Securities and Exchange Commission of
the United States or with State regulatory authority in reliance upon exemptions
provided in the SECURITIES ACT of 1933 as amended, the rules and regulations
thereunder, or applicable State securities law, the Vendors recognize and
understand that the transfer agent for the U.S. Company has been or will be
directed to place a stop transfer order against the transfer of the U.S. Shares
until the requirements set out herein have been fulfilled. In connection with
the foregoing, the Vendors further acknowledge the shares to be issued to them
will have a restrictive legend placed thereon which will read substantially as
follows:
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED TO
THE REGISTERED OWNER IN RELIANCE UPON WRITTEN REPRESENTATIONS
THAT THESE SHARES HAVE BEEN TAKEN FOR INVESTMENT. THESE SHARES
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED TO A
RESIDENT OR CITIZEN OF THE UNITED STATES, UNLESS AN OPINION OF
COUNSEL SATISFACTORY TO THE COMPANY HAS BEEN RECEIVED BY THE
COMPANY TO THE EFFECT THAT SUCH
CHELSEA PACIFIC FINANCIAL CORP.
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February 25, 1999
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SALE, TRANSFER OR ASSIGNMENT WILL NOT BE IN VIOLATION OF THE
SECURITIES ACT OF 1933, AS AMENDED, THE RULES AND REGULATIONS
THEREUNDER, OR APPLICABLE STATE SECURITIES LAWS.
6. INVESTOR RELATIONS
Chelsea agrees to provide investor relations services in
regard to the promotion of the U.S. Company for a minimum period of one (1) year
from the Closing Date. Subject to Chelsea meeting the financial milestones set
out herein, Chelsea shall be paid by the U.S. Company a fee of U.S. $5,000
monthly, in arrears, in respect of such services. Chelsea shall be responsible
for payment of all expenses it incurs in connection with the provision of such
services from such fee.
7. RIGHT OF FIRST REFUSAL
Chelsea shall have the right, but not the obligation, to
advance or arrange all debt or equity financings required by the U.S. Company to
meet the objectives of the Business Plan for a period of one (1) year from the
Closing Date.
The U.S. Company will notify Chelsea of the terms of any
further debt or equity financing that it requires or proposes to obtain for one
year from the Closing Date.
The right of first refusal must be exercised by Chelsea within
10 days following the receipt of the notice by notifying the U.S. Company that
it will provide such financing on the terms set out in the notice.
If Chelsea fails to give notice within the 10 days that it
will provide such financing upon the terms set out in the notice, the U.S.
Company will then be free to make other arrangements to obtain such financing
from another source.
CHELSEA PACIFIC FINANCIAL CORP.
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February 25, 1999
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The right of first refusal will terminate:
(a) if, on receipt of any notice from the U.S. Company under this
Section, Chelsea fails to exercise the right; and
(b) as provided in the Escrow Agreement.
8. CONDITIONS PRECEDENT FOR CHELSEA
All obligations of Chelsea under this Agreement are subject to the fulfilment
prior to Closing of each of the following:
(a) each of the Vendors shall have executed a Non-Competition
Agreement in the form provided herein;
(b) all the parties thereto shall have executed the Escrow
Agreement; and
(c) the representations and the warranties of the Vendors set
forth in this Agreement shall be true and correct as of the
date of this Agreement and shall be true and correct as of the
Closing Date as if made by the Vendors on the Closing Date;
The foregoing conditions in this paragraph are inserted for the exclusive
benefit of Chelsea and may be waived by it in whole or in part at any time prior
to Closing.
9. CONDITIONS PRECEDENT FOR THE VENDORS
All obligations of the Vendors under this Agreement are
subject to the fulfilment prior to Closing of each of the following:
(a) the representations and the warranties of Chelsea and the U.S.
Company set forth in this Agreement shall be true and correct
as of the date of this
CHELSEA PACIFIC FINANCIAL CORP.
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February 25, 1999
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Agreement and shall be true and correct as of the Closing Date
as if made by the U.S. Company and Chelsea as of the Closing
Date;
(b) each of the Vendors shall have executed the Non-Competition
Agreement to which they are respectively party;
(c) all of the parties thereto shall have executed the Escrow
Agreement;
(d) the U.S. Company shall have received all state securities or
"Blue Sky" permits and other authorizations necessary to issue
the U.S. Shares to the Vendors;
(e) all of the issued and outstanding shares in the capital stock
of the U.S. Company, and the U.S. Shares, shall be duly and
validly issued as fully-paid and non-assessable and shall be
admitted to quotation on the Bulletin Board;
(f) there shall not have been a material adverse change in the
business or affairs of the U.S. Company;
(g) the Vendors shall have been provided with all available
financial statements of the U.S. Company, and shall be
satisfied with the condition of the U.S. Company, financial
and otherwise;
(h) the U.S. Company shall have taken all measures necessary to
issue the U.S. Shares to the Vendors under appropriate
exemptions from the prospectus requirement of the SECURITIES
ACT (British Columbia) and the registration requirement of the
SECURITIES ACT OF 1933 (United States);
(i) the U.S. Company shall have entered into a Registration Rights
Agreement with each of the Vendors in the form attached hereto
as Schedule G;
(j) on or prior to the Closing, the directors of the U.S. Company
shall have taken all measures necessary to appoint each of the
Vendors as directors of the U.S.
CHELSEA PACIFIC FINANCIAL CORP.
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February 25, 1999
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Company, the present directors of the U.S. Company shall have
resigned as a director thereof, and the Vendors shall be
the sole directors of the U.S. Company;
(k) the Vendors will have received an opinion from the lawyers for
the U.S. Company in form and substance acceptable to the
Vendors, acting reasonably;
The foregoing conditions in this paragraph are inserted for the exclusive
benefit of the Vendors and may be waived by them in whole or in part at any time
prior to Closing.
10. INDEPENDENT LEGAL ADVICE
The parties acknowledge that they have obtained or waived the
right to obtain independent legal advice relating to any and all matters
associated with this Agreement.
11. PUBLICITY
Neither party shall issue any public announcement concerning
the transaction contemplated herein or in regard to this Agreement without the
consent of the other party. Such consent should not be unreasonably withheld,
except as required by law. The parties further agree that any public
announcement made that is required by law will disclose only the portion of any
information concerning this transaction that is legally required. The disclosing
party shall give the other party reasonable prior written notice of any
disclosure.
12. FEES AND EXPENSES
Each party agrees to pay the legal fees and expenses incurred
by it relating to the matter described in this Agreement. It is acknowledged and
agreed that Cool Entertainment may pay certain of the professional expenses
incurred by the Vendors in connection with the transactions described herein
after the Closing.
CHELSEA PACIFIC FINANCIAL CORP.
Xxxxxxx Kar Man Xxx et al
February 25, 1999
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13. CLOSING
The Closing shall take place at the offices of Messrs. Swinton
& Company, in the City of Vancouver, in the Province of British Columbia, at
12.00 p.m. on the 1st day of March, 1999, or such other date as may be mutually
agreed upon.
14. MISCELLANEOUS
(a) The parties shall do all such other things and do such acts as
to carry out the intention of this Agreement.
(b) This Agreement cannot be amended unless in writing by both
parties.
(c) This Agreement shall be governed and construed in accordance
with the laws of the Province of British Columbia.
(d) There are not other agreements, representations and warranties
between the parties hereto except as set out herein.
CHELSEA PACIFIC FINANCIAL CORP.
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February 25, 1999
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(e) This Letter Agreement shall enure to the benefit of and be
binding upon the parties hereto and their executors,
administrators, successors and assigns.
Please acknowledge your acceptance and agreements in regard to
the above terms and conditions by executing the enclosed copy of this Letter
Agreement and returning the same to our offices as soon as possible.
Yours very truly
CHELSEA PACIFIC FINANCIAL CORP.
Per: /s/ Xxxxx Xxxxxxxxx
---------------------
WE HEREBY AGREE AND ACKNOWLEDGE OUR AGREEMENT TO THE ABOVE TERMS AND CONDITIONS.
This 25th day of February, 1999.
Signed, sealed and delivered )
by XXXXXXX XXXXX XXXX )
in the presence of: )
)
/s/ X. Xxxxxxxx Xxxxx )
-------------------------------------- )
Name )
)
X. XXXXXXXX FITCH )
Swinton & Company )
0000-000 Xxxx Xxxxxx )
Xxxxxxxxx, X.X., X0X 0X0 )
-------------------------------------- ) /s/ Xxxxxxx Xxxxx Xxxx
Address ) ------------------------------
) XXXXXXX XXXXX XXXX
-------------------------------------- )
)
)
-------------------------------------- )
Occupation )
CHELSEA PACIFIC FINANCIAL CORP.
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February 25, 1999
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Signed, sealed and delivered )
by XXXXXXX KAR MAN XXX )
in the presence of: )
)
/s/ X. Xxxxxxxx Fitch )
-------------------------------------- )
Name )
)
X. XXXXXXXX XXXXX )
Swinton & Company )
0000-000 Xxxx Xxxxxx )
Xxxxxxxxx, X.X., X0X 0X0 )
-------------------------------------- ) /s/ Xxxxxxx Kar Man Xxx
Address ) ------------------------------
) XXXXXXX KAR MAN XXX
-------------------------------------- )
)
)
-------------------------------------- )
Occupation )
Signed, sealed and delivered )
by MARC XXXXXXX XXXXXXXX )
in the presence of: )
)
/s/ X. Xxxxxxxx Fitch )
-------------------------------------- )
Name )
)
X. XXXXXXXX XXXXX )
Swinton & Company )
0000-000 Xxxx Xxxxxx )
Xxxxxxxxx, X.X., X0X 0X0 )
-------------------------------------- ) /s/ Marc Xxxxxxx Xxxxxxxx
Address ) ------------------------------
) MARC XXXXXXX XXXXXXXX
-------------------------------------- )
)
)
-------------------------------------- )
Occupation )
CHELSEA PACIFIC FINANCIAL CORP.
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February 25, 1999
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Signed, sealed and delivered )
by XXXXXXX XXXXX XXXXXXX )
in the presence of: )
)
/s/ X. Xxxxxxxx Xxxxx )
-------------------------------------- )
Name )
)
X. XXXXXXXX FITCH )
Swinton & Company )
0000-000 Xxxx Xxxxxx )
Xxxxxxxxx, X.X., X0X 0X0 )
-------------------------------------- ) /s/ Xxxxxxx Xxxxx Xxxxxxx
Address ) ------------------------------
) XXXXXXX XXXXX XXXXXXX
-------------------------------------- )
)
)
-------------------------------------- )
Occupation )
The corporate seal of )
COOL ENTERTAINMENT, INC. )
(a Washington corporation )
was hereunto affixed in the presence of: )
)
/s/ Xxxxxxx Kar Man Xxx )
-------------------------------------- )
Authorized Signatory ) c/s
)
)
-------------------------------------- )
Authorized Signatory )
The corporate seal of )
COOL ENTERTAINMENT, INC. )
(a Colorado corporation) )
was hereunto affixed in the presence of: )
)
)
-------------------------------------- )
Authorized Signatory ) c/s
)
)
-------------------------------------- )
Authorized Signatory )
