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EXHIBIT 2.1
PLAN AND AGREEMENT OF REORGANIZATION
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THIS PLAN AND AGREEMENT OF REORGANIZATION (hereinafter referred to as the
"Agreement") is entered into as of this 25th day of October, 2000, by and
between CREATIVE TECHNOLOGY & INTERACTIVE ENTERTAINMENT GROUP, INC. (hereinafter
referred to as "CREATIVE"), MORNING SPLENDOR MANAGEMENT, INC. (hereinafter
referred to as "MORNING") and XXXXXX & XXXXX, INC., the shareholder of CREATIVE,
(hereinafter referred to as "Shareholder").
WITNESSETH
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WHEREAS, CREATIVE is a Nevada corporation with authorized capital stock of
100,000,000 shares of $.01 par value Common Stock as of June 30, 2000
(hereinafter "CREATIVE Shares");
WHEREAS, MORNING is a Nevada corporation with authorized capital stock of
25,000,000 shares of $.001 par value Common Stock, of which 2,100,000 shares
were issued and outstanding as of June 30, 2000;
WHEREAS, CREATIVE owns 70% of the issued and outstanding shares of stock of
a corporation known as Creative Technology & Entertainment Group, Inc., a Nevada
corporation;
WHEREAS, MORNING desires to purchase from Shareholder 100% of the issued
and outstanding shares of CREATIVE owned by Shareholder in exchange solely for
MORNING shares of common stock ("Stock"); and
WHEREAS, it is the intention of Shareholder to exchange the CREATIVE Shares
held by it for Stock of MORNING, on the terms and conditions set forth herein;
NOW THEREFORE in consideration of the foregoing and the mutual
covenants, promises, representations and warranties contained herein, the
parties hereto agree as follows:
Article I
EXCHANGE
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1.1 Exchange of Stock of CREATIVE. At the Closing Date (as defined in
Article VII hereof), in accordance with the provisions of this Agreement and
applicable law, Shareholder shall transfer and MORNING shall acquire all of the
CREATIVE Shares owned by Shareholder.
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Article II
CONSIDERATION
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2.1 Exchange. Shareholder and MORNING agree that all of the CREATIVE Shares
owned by Shareholder shall be exchanged with MORNING for 8,500,000 shares of
Common Stock. Such Stock shall be issued in certificates of such denominations,
amounts and names as may be requested by Shareholder.
2.2 Investment Intent. Shareholder represents and warrants that it is
acquiring said shares for investment purposes only and not with a view towards
resale or redistribution in violation of state and federal securities laws.
Shareholder agrees to deliver to MORNING at the closing, a letter setting forth
an agreement that said shares are being acquired for investment purposes only
and will not be sold except in compliance with the Securities Act of 1933, as
amended, and the Rules and Regulations promulgated thereunder.
2.3 Delivery. At said closing, Shareholder shall deliver certificates for
the shares of CREATIVE, duly endorsed in negotiable form, with signatures
guaranteed, free and clear from all claims and encumbrances.
Article III
REPRESENTATIONS AND WARRANTIES OF MORNING
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MORNING represents and warrants to Shareholder as follows:
3.1 Organization. MORNING is a corporation duly incorporated, validly
existing and, at the closing, in good standing under the laws of the State of
Nevada and has the corporate power and authority to own or lease its properties
and to carry on business as now being conducted.
3.2 Capitalization. As of the closing date, the authorized capital stock of
MORNING shall consist of 2,100,000 shares of $.001 par value common stock, of
which 25,000,000 are issued and outstanding. All said shares are validly issued,
fully paid and non-assessable.
3.3 Financial Statements. MORNING has furnished to Shareholder audited
financial statements as of June 30, 2000. Said financial statements contain the
balance sheet of MORNING. All of said financial statements, (i) are in
accordance with MORNING's books and records, (ii) present fairly and financial
position of MORNING as of such dates, and its results of operations and changes
in financial position for the respective periods indicated, (iii) have been
prepared in conformity with generally accepted accounting principles applied on
a consistent
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basis, and (iv) consistent with prior business practice, contain adequate
reserves for all known or contingent liabilities, losses and refunds with
respect to services or products already rendered or sold.
3.4 Changes in Financial Condition. Except as it relates to the
transactions contemplated by this Agreement, from the date of the Financial
Statements to the Closing Date, there has been no material change in the
properties, assets, liabilities, financial condition, business, operations,
affairs or prospects of MORNING from that set forth or reflected in the
Financial Statements, other than changes in the ordinary course of business,
none of which have been, either in any case or in the aggregate, materially
adverse.
3.5 Authorization. MORNING has the power to enter into this Agreement,
and this Agreement, when duly executed and delivered, will constitute the valid
and binding obligation of MORNING. Other than approval by the Board of Directors
and/or shareholders of MORNING, no proceedings are necessary to authorize this
Agreement or the transactions completed hereby. This Agreement constitutes the
legal, valid and binding obligation of MORNING enforceable in accordance with
its terms.
3.6 Effect of Agreement. The execution and delivery by MORNING of this
Agreement and the consummation of the transactions herein contemplated, (i) will
not conflict with, or result in a breach of the terms of, or constitute any
default under or violation of, any law or regulation of any governmental
authority, or the Articles of Incorporation or By-Laws of MORNING, or any
material agreement or instrument to which MORNING is a party or by which it is
bound or is subject; (ii) nor will it give to others any interest or rights,
including rights of termination, acceleration or cancellation, in or with
respect to any of the properties, assets, agreements, leases, or business of
MORNING.
3.7 Minutes Book. The records of meetings and other corporate actions of
MORNING (including any committees of the Board) which are contained in the
Minute books of MORNING contain complete and accurate records of the matters
reflected in such minutes.
3.8 Litigation; Claims. MORNING is not a party to, and there are not any
claims, actions, suits, investigations or proceedings pending or threatened
against MORNING or its business, at law or in equity, or before or by any
governmental department, commission, board, bureau, agency, or instrumentality,
domestic or foreign, which if determined adversely would have a material effect
on the business or financial condition of MORNING or the ability of MORNING to
carry on its business. The consummation of the transactions herein
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contemplated will not conflict with or result in the breach or violation of any
judgement, order, writ, injunction or decree of any court or governmental
department, commission, board, bureau, agency or instrumentality, domestic or
foreign.
3.9 Taxes and Reports. At the Closing Date, MORNING (i) will have filed all
tax returns required to be filed by any jurisdiction, domestic or foreign, to
which it is or has been subject, (ii) has either paid in full all taxes due and
taxes claimed to be due by each jurisdiction, and any interest and penalties
with respect thereto, and (iii) has adequately reflected as liabilities on its
books, all taxes that have accrued for any period to and including the Closing
Date.
3.10 Compliance with Laws and Regulations. To the best of MORNING's
knowledge MORNING has complied with, and are not in violation of any federal,
state, local or foreign statute, law, rule or regulation with respect to the
conduct of MORNING's businesses.
3.11 Finders. MORNING is not obligated, absolutely or contingently, to any
person for financial advice, a finder's fee, brokerage commission, or other
similar payment in connection with the transactions contemplated by this
Agreement.
3.12 Nature of Representations. MORNING has taken reasonable care to ensure
that all disclosures and facts are true and accurate, and that there are no
other material facts, the omission of which would make misleading any statement
herein. Further, to the best of MORNING's knowledge, no representation, warranty
or agreement made by MORNING in this agreement or any of the Schedules or any
other Exhibits hereto and no statement made in the Schedules or any such
Exhibit, list, certificate or schedule or other instrument or disclosure
furnished by them in connection with the transactions herein contemplated
contains, or will contain, any untrue statement of a material fact necessary to
make any statement, representation, warranty or agreement not misleading.
Article IV
REPRESENTATIONS AND WARRANTIES OF CREATIVE AND SHAREHOLDER
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CREATIVE and Shareholder, and each of them, represent and warrant to
MORNING as follows:
4.1 Organization. CREATIVE is a corporation duly incorporated, validly
existing and, at the closing, in good standing under the laws of the State of
Nevada has the corporate power and authority to own or lease its properties and
to carry on business as now being conducted.
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4.2 Capitalization. The authorized capital stock of CREATIVE consists of
one class of shares of stock, the total number of shares authorized is
100,000,000 shares of $.001 par value Common Stock, of which 500,000 are
presently issued and outstanding. All said shares are validly issued, fully paid
and non-assessable. There are no outstanding options, warrants, rights,
commitments or agreements of any kind relating to the issuance of any shares of
Common Stock or other equity or convertible security of CREATIVE to any person.
None of the shares of Common Stock of CREATIVE is reserved for any purpose.
CREATIVE is not subject to any obligation (contingent or otherwise), nor does it
have any option to repurchase or otherwise acquire or retire any shares of its
Common Stock.
4.3 Subsidiary. CREATIVE has one subsidiary known as Creative Technology &
Entertainment Group, Inc., a Nevada corporation. Of the total number of shares
authorized and issued, CREATIVE owns 70% of the issued and outstanding shares of
stock. There are no other outstanding options, warrants, rights, commitments or
agreements of any kind relating to the issuance of any shares of common stock or
other equity or convertible security of said subsidiary to any person.
4.4 Authority. CREATIVE and Shareholder have the full power and authority
to enter into this Agreement and to carry out its obligations hereunder. Other
than approval by the Board of Directors and/or shareholders of Shareholder, no
proceedings on the part of Shareholder are necessary to authorize this Agreement
or the transactions completed hereby. This Agreement constitutes the legal,
valid and binding obligation of CREATIVE and Shareholder enforceable in
accordance with its terms.
4.5 Financial Statements. CREATIVE has furnished to MORNING unaudited
financial statements as of June 30, 2000 (the "Financial Statements). Said
Financial Statements contain the balance sheet of CREATIVE. All of said
Financial Statements, (i) are in accordance with CREATIVE's books and records,
(ii) present fairly and financial position of CREATIVE as of such dates, and its
results of operations and changes in financial position for the respective
periods indicated, (iii) have been prepared in conformity with generally
accepted accounting principles applied on a consistent basis, and (iv)
consistent with prior business practice, contain adequate reserves for all known
or contingent liabilities, losses and refunds with respect to services or
products already rendered or sold.
4.6 Changes in Financial Condition. From the date of the Financial
Statements to the Closing Date, there has been no material change in the
properties, assets, liabilities, financial condition, business, operations,
affairs or prospects of CREATIVE from that set forth or reflected in the
Financial Statements, other than changes in the ordinary course of business,
none of which have been, either in any case or in the aggregate, materially
adverse.
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4.7 Title to Assets. CREATIVE has and on the Closing date will have good
record and marketable title to all its assets. Such assets are subject to no
mortgage, pledge, lien, conditional sales agreement, lease, encumbrance or
charge whatsoever.
4.8 All Patent/License Rights. To the best of its knowledge, CREATIVE owns
or possesses the requisite licenses or other rights to use all licenses,
patents, trademarks, service marks, service names and trade names presently
used. There is no claim or action by any person, or proceeding pending, or
threatened which challenges the exclusive rights of CREATIVE with respect to
said rights used, or contemplated to be used, in CREATIVE's business. Nothing
herein contained have or shall be deemed to constitute a representation or
warranty that such licenses, patents, trademarks, or trade names may not be
utilized or challenged in the future, and that they will be upheld if
challenged.
4.9 Contracts/Other Rights. Prior to the closing, CREATIVE will furnish
MORNING with a true and complete list and description of all material contracts
and licenses entered into by CREATIVE (the "Contracts") , including any
contracts, licenses by and between CREATIVE and Shareholder, between them and
with others. Each of the agreements, contract, commitments, leases, plans and
other instruments, documents and undertakings to be supplied is valid and
enforceable in accordance with its terms. CREATIVE is not in default of the
performance, observance or fulfillment of any material obligations, covenant or
condition contained therein; and no event has occurred which with or without the
giving of notice or lapse of time, or both, would constitute a default
thereunder; furthermore, except as may be disclosed in writing at the time of
delivery, no such agreement, contract, commitment, lease, plan or other
instrument, document or undertaking, in the reasonable opinion of CREATIVE,
contains any contractual requirement with which there is a likelihood CREATIVE
will be unable to comply.
4.10 Competition. Except as set forth in the Contracts described in 4.9
above, neither CREATIVE, nor any officer or director or Shareholder of CREATIVE
has any material direct or indirect financial or economic interest in any
related industry entity or in any competition or customer of CREATIVE.
4.11 Effect of Agreement. The execution and delivery by CREATIVE and
Shareholder of this Agreement and the consummation of the transactions herein
contemplated, (i) will not conflict with, or result in a breach of the terms of,
or constitute a default under or violation of, any law or regulation of any
governmental authority, or the Articles of Incorporation or By-Laws of CREATIVE,
or any material agreement or instrument to which CREATIVE or Shareholder is give
to rise to any interests or rights, including rights of termination,
acceleration or
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cancellation, in or with respect to any of the properties, assets, agreements,
leases, or business of CREATIVE.
4.12 Personal Property. All of the property, assets and equipment owned by
or used by CREATIVE is in good repair, well maintained, and in good and
satisfactory operating condition consistent with their age, free from any known
defects, except such minor defects as to not substantially interfere with the
continued use thereof in the conduct of normal operations and such property,
assets, and equipment which is owned by CREATIVE is valued on the Financial
Statements at original purchase price less reasonable depreciation consistently
applied in accordance with generally accepted accounting principles.
4.13 Minutes Book. The records of meetings and other corporate actions of
Shareholder and the Board of Directors (including any committees of the Board)
of Shareholder and CREATIVE which are contained in the Minute books of
Shareholder and CREATIVE contain complete and accurate records of the matters
reflected in such minutes.
4.14 Litigation; Claims. Neither Shareholder nor CREATIVE is a party to,
and there are not any claims, actions, suits, investigations or proceedings
pending or threatened against CREATIVE or its business, at law or in equity, or
before or by any governmental department, commission, board, bureau, agency, or
instrumentality, domestic or foreign, which if determined adversely would have a
material effect on the business or financial condition of CREATIVE or the
ability of CREATIVE to carry on its business. The consummation of the
transactions herein contemplated will not conflict with or result in the breach
or violation of any judgement, order, writ, injunction or decree of any court or
governmental department, commission, board, bureau, agency or instrumentality,
domestic or foreign.
4.15 Taxes and Reports. At the Closing Date, CREATIVE (i) will have filed
all tax returns required to be filed by any jurisdiction, domestic or foreign,
to which it is or has been subject, (ii) has either paid in full all taxes due
and taxes claimed to be due by each jurisdiction, and any interest and penalties
with respect thereto, and (iii) has adequately reflected as liabilities on its
books, all taxes that have accrued for any period to and including the Closing
Date. No state of facts exists or has existed which would constitute grounds for
the assessment of any taxes with respect to the periods which have not been
audited by the Internal Revenue Service or any other taxing authority. There are
no outstanding tax elections, or agreements or waivers extending the statutory
period of limitation, applicable to any federal or state return for taxes of
CREATIVE for any period.
4.16 Personnel. Included in the corporate records described, in part, in
4.12, is a true and correct list of all directors, officers and employees of
CREATIVE. There are no
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bonuses, commissions or other compensation of any kind due to, or expected by,
present or former employees, except regular compensation for the current payroll
period; CREATIVE is not aware that any officer or employee has any intention to
terminate his or her employment with CREATIVE; and CREATIVE is not a party to or
bound by any employment agreement, or collective bargaining or other labor
agreement.
4.17 Compliance with Laws and Regulations. To the best of their knowledge,
CREATIVE and Shareholder have complied with, and are not in violation of any
federal, state, local or foreign statute, law, rule or regulation with respect
to the conduct of CREATIVE's businesses, which violation might have a material
adverse effect on the business, financial condition or earnings of CREATIVE.
4.18 Finders. CREATIVE and Shareholder, and each of them, are not
obligated, absolutely or contingently, to any person for financial advice, a
finder's fee, brokerage commission, or other similar payment in connection with
the transactions contemplated by this Agreement.
4.19 Leases. Prior to the closing, CREATIVE will furnish MORNING with true
and complete list and description of all leases of real property and equipment
by and between CREATIVE and the lessees. Each of said leases are valid and
enforceable in accordance with its terms.
4.20 Nature of Representation. CREATIVE and Shareholder have taken
reasonable care to ensure that all disclosures and facts are true and accurate
and that there are no other material facts, the omission of which would make
misleading any statement herein. Further, no representation, warranty or
agreement made by CREATIVE and Shareholder in this Agreement or any of the
Schedules or any other Exhibits hereto and no statement made in the Schedules or
any such Exhibit, list, certificate or schedule or other instrument or
disclosure furnished by them in connection with the transactions herein
contemplated contains, or will contain, any untrue statement of a material fact
necessary to make any statement, representation, warranty or agreement not
misleading.
Article V
ACCESS TO INFORMATION
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5.1 Access to Information. CREATIVE and Shareholder shall afford
representatives of MORNING reasonable access to officers, personnel, and
professional representatives of CREATIVE and such of the financial, contractual
and corporate records of CREATIVE as shall be reasonably necessary for MORNING's
investigations and appraisal of CREATIVE.
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5.2 Effect of Investigations. Any such investigation by MORNING of CREATIVE
shall not affect any of the representations and warranties hereunder and shall
not be conducted in such manner as to interfere unreasonably with the operation
of the business of CREATIVE.
Article VI
CONDITIONS TO OBLIGATIONS OF MORNING
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The obligations of MORNING under this Agreement are, at the option of
MORNING, subject to the satisfaction, at and prior to the Closing Date, of the
following conditions:
6.1 Fulfillment of Covenants. All the terms, covenants and conditions of
this Agreement to be complied with and performed by CREATIVE at or before the
Closing Date shall have been duly complied with and performed.
6.2 Accuracy of Representations and Warranties; Other, Documents. All of
the representations and warranties made by all parties to this Agreement shall
be true as of the Closing Date.
6.3 No Litigation. There shall be no action, proceeding, investigation or
pending or actual litigation the purpose of which is to enjoin or may be to
enjoin the transactions contemplated by this Agreement or which would have the
effect, if successful, of imposing a material liability upon CREATIVE, or any of
the officers or directors thereof, because of this consummation of the
transactions contemplated by this Agreement.
6.4 Regulation S Offering. MORNING understands that CREATIVE and
SHAREHOLDER are currently negotiating for the placement of certain shares of
stock in CREATIVE (and in MORNING) under Regulation S of the Securities Act of
1933, as amended. At or before the closing date, all documents and the terms and
conditions of the proposed offering, unless waived by MORNING, shall be
delivered by CREATIVE and SHAREHOLDER to MORNING for approval.
Article VII
CONDITIONS TO OBLIGATIONS OF SHAREHOLDER
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The obligations of Shareholder under this Agreement are, at the option of
Shareholder, subject to the satisfaction, at and prior to the Closing Date, of
the following conditions:
7.1 Fulfillment of Covenants. All the terms, covenants and conditions of
this Agreement to be complied with and performed by CREATIVE at or before the
Closing Date shall have
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been duly complied with and performed.
7.2 Accuracy of Representations and Warranties; Other Documents. All of the
representations and warranties made by all parties to this Agreement shall be
true as of the Closing Date.
7.3 No Litigation. There shall be no action, proceeding, investigation or
pending or actual litigation the purpose of which is to enjoin or may be to
enjoin the transactions contemplated by this Agreement or which would have the
effect, if successful, of imposing a material liability upon CREATIVE, or any of
the officers or directors thereof, because of the consummation of the
transactions contemplated by this Agreement.
7.4 MORNING Shareholders' Approval. MORNING shall have obtained the written
consent of the majority of the holders of all outstanding shares of Common Stock
of MORNING entitled to vote thereat, wherein said shareholders shall have voted
in favor of (i) changing the name from MORNING SPLENDOR MANAGEMENT, INC. to
CREATIVE TECHNOLOGY HOLDINGS, INC.; (ii) the election of those nominees of
CREATIVE to act as the directors of MORNING, and (iii) approving and ratifying
the transactions contemplated by this Agreement.
Article VIII
CLOSING
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8.1 Closing Date. The consummation of the exchange shall take place on
October 31, 2000, 1:45 p.m., at the offices of Xxxxxx & Xxxxx, Inc., 0000 Xxxxxx
xx xxx Xxxxx, Xxxxx 0000, Xxx Xxxxxxx, XX 00000, or such other time or place as
shall be mutually agreed upon by the parties to this Agreement.
8.2 Actions to be Taken by Parties on the Closing Date. On the Closing
Date, each party shall deliver to the other all documents or agreements provided
or herein to be delivered on the Closing Date.
8.3 Other. Between the date hereof and the Closing Date, MORNING will take
no actions, other than those reasonably required to consummate a closing,
without the prior written consent of CREATIVE.
Article IX
INDEMNIFICATION AND ARBITRATION
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9.1 Indemnification. Each of the parties agree to indemnify and hold
harmless the other against any and all
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damages, claims, losses, expenses, obligations and liabilities (including
reasonable attorney's fees) resulting from or related to any breach of, or
failure by each of the parties to perform any of their representations,
warranties, covenants, conditions or agreements in this Agreement or in any
schedule, certificate,, exhibit or other document furnished, or to be furnished
under this Agreement.
9.2 Claims of Indemnification. Any claim for indemnification pursuant to
this Agreement, unless otherwise received by means of direct negotiation among
the parties upon reasonable oral notification by the party seeking
indemnification to all other parties, shall be made by writing of the nature and
amount of the claim to the other.
Article X
PAYMENT OF EXPENSES
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10.1 Expenses Budget. Each party shall bear its own expenses relating to
this transaction.
Article XI
SURVIVAL OF REPRESENTATIONS AND WARRANTIES
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11.1 Survival. All statements contained in the Schedules, any Exhibit or
other instrument delivered by or on behalf of the parties hereto or in
connection with the transactions contemplated by this Agreement shall be deemed
to be representations made by or on behalf of the parties to this Agreement, all
representations, warranties and agreements made by the parties to this Agreement
or pursuant hereto shall survive.
Article XII
GENERAL
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12.1 Partial Invalidity. If any term or provision of this Agreement or the
application thereof to any person or circumstances shall, to any extent, be
invalid or unenforceable" the remainder of this Agreement or the application of
such term or provision to persons or circumstances other than those to which it
is held invalid or unenforceable, shall not be affected thereby, and each such
term and provision of this Agreement shall be valid and be enforced to the
fullest extent permitted by law.
12.2 Waiver. No waiver of any breach of any covenant or provision herein
contained shall be deemed a waiver of any
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preceding or succeeding breach thereof, or of any other covenant or provision
herein contained. No extension of time for performance of any obligation or act
shall be deemed and extension of the time for performance of any other
obligation or act.
12.3 Notices. All notices or other communications required or permitted
hereunder shall be in writing, and shall be sent by registered or certified
mail, postage prepaid, return receipt requested, and shall be deemed received
upon mailing thereof.
To: CREATIVE TECHNOLOGY & ENTERTAINMENT GROUP, INC.
00000 Xxxxxxxx Xxxxxx
Xxxxx 000
Xxxxxx, Xxxxxxxx 00000
To: MORNING SPLENDOR MANAGEMENT, INC.
0000 Xxxxxxxx Xxx
Xxxxx 000, Xxxxxxx Xxxx
Xxxx, Xxxxxx 00000
To: Xxxxxx & Xxxxx, Inc.
0000 Xxxxxx xx xxx Xxxxx
Xxxxx 0000
Xxx Xxxxxxx, XX 00000
Notice of change of address shall be given by written notice in the manner
detailed in this subparagraph 12.2.
12.4 Successors and Assigns. This Agreement shall be binding upon and shall
inure to the benefit of the permitted successors and assigns of the parties
hereto.
12.5 Professional Fees. In the event of the bringing of any action or suit
by a party hereto against another party hereunder by reason of any breach of any
of the covenants, agreements or provisions on the part of the other party
arising out of this Agreement, then in that event the prevailing party shall be
entitled to have and recover of and from the other party all costs and expenses
of the action or suit, including actual attorney's fees, accounting fees, and
other professional fees resulting therefrom.
12.6 Entire Agreement. This Agreement is the final expression of, and
contains the entire agreement between, the parties with respect to the subject
matter hereof and supersedes all prior understandings with respect thereto. This
Agreement may not be modified, changed, supplemented or terminated, nor may any
obligations hereunder be waived, except by written instrument signed by the
party to be charged or by his agent duly authorized in writing or as otherwise
expressly permitted herein. The parties do not intend to confer any benefit
hereunder on any person, firm or corporation other than the parties hereto.
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12.7 Time of Essence. The parties hereby acknowledge and agree that time is
strictly of the essence with respect to each and every term, condition,
obligation and provision hereof and that failure to timely perform any of the
terms, conditions, obligations or provisions hereof by either party shall
constitute a material breach of and non-curable (but waivable) default under
this Agreement by the party so failing to perform.
12.8 Construction. Headings at the beginning of each paragraph and
subparagraph are solely for the convenience of the parties and are not a part of
the Agreement. Whenever required by the context of this Agreement, the singular
shall include the plural and the masculine shall include the feminine. This
Agreement shall not be construed as if it had been prepared by one of the
parties, but rather as if both parties had prepared the same. Unless otherwise
indicated, all references to paragraphs and subparagraphs are to this Agreement.
In the event the date on which any party is required to take any action under
the terms of this Agreement is not a business day, the action shall be taken on
the next succeeding day.
12.9 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be an original and all of which taken together
shall constitute one instrument.
12.10 Governing Law. The parties hereto expressly agree that this Agreement
shall be governed by, interpreted under, and construed and enforced in
accordance with the laws of the State of Nevada.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day first above here written.
MORNING SPLENDOR MANAGEMENT, INC.
By: /s/ Xxxxxx Xxxxxxxx
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Xxxxxx Xxxxxxxx, President
CREATIVE TECHNOLOGY & INTERACTIVE
ENTERTAINMENT GROUP, INC.
By: /s/ Xxxxxxxx X. Xxxxxxxxxx
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Xxxxxxxx X. Xxxxxxxxxx, Director
XXXXXX & XXXXX, INC.
By: /s/ Xxxx Xxxx Xxxxxxx
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Xxxx Xxxx Xxxxxxx, President
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