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EXHIBIT 10
PLAN AND AGREEMENT OF REORGANIZATION
THIS PLAN AND AGREEMENT OF REORGANIZATION (hereinafter referred to as
the "Agreement") is entered into as of this 13th day of June, by and between
INETEVENTS, INC. (hereinafter referred to as "INET"), SUMMIT WORLD VENTURES,
INC. (hereinafter referred to as "SUMMIT") and the undersigned shareholders of
INET, (hereinafter referred to as "Shareholder").
WITNESSETH
WHEREAS, INETEVENTS, INC. is a Nevada corporation with authorized
capital stock of 25,000,000 shares of $0.001 par value Common Stock and
10,000,000 shares of Serial Preferred Stock, of which 3,247,142.857 shares of
Common Stock were issued and outstanding as of May 30, 2000 (hereinafter "INET
Shares") As of the Closing Date (as defined in Article VII hereof), there will
be 3,500,000 INET Shares issued and outstanding.;
WHEREAS, SUMMIT is a Delaware corporation with authorized capital stock
of 100,000,000 shares of $0.001 par value Common Stock, of which 3,000,000
shares were issued and outstanding as of May 30, 2000.
WHEREAS, SUMMIT desires to purchase from Shareholder all of the issued
and outstanding shares of INET owned by Shareholder in exchange, solely for
SUMMIT shares of common stock ("Stock"); and
WHEREAS, it is the intention of Shareholder to exchange the INET Shares
held by it for Stock of SUMMIT, on the terms and conditions set forth herein;
and
WHEREAS, it is the intention of SUMMIT, INET and Shareholder that the
transactions contemplated hereby constitute a tax-free "reorganization" as
defined in the Internal Revenue Code of 1986, as amended, and that all the terms
and provisions of this Agreement be interpreted, construed and enforced to
effectuate this intent.
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
1.1 Exchange of Stock of INET. At the Closing Date in accordance with
the provisions of this Agreement and applicable law, Shareholder shall transfer
and SUMMIT shall acquire all of the INET Shares owned by Shareholder.
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Article II
CONSIDERATION
2.1 Exchange. Shareholder and SUMMIT agree that all of the INET Shares
owned by Shareholder shall be exchanged with SUMMIT for shares of Common Stock
as listed below. Such Stock shall be issued in certificates in such
denominations, amounts and names as may be requested by Shareholder, as more
fully set forth below:
Xxxxxxx Xxxxxxx 2,000,000
110,000
Xxxxxx X. Xxxxxxx 71,429
21,429
71,429
28,571
42,857
50,000
28,571
42,857
42,857
42,857
28,571
Xxxxx Xxxxxx 71,429
28,571
Xxxxxxxxx Investments, Inc. 142,857
71,428
J. Xxxxx Xxxxxxx 21,430
Xxxxxxx Xxxx 5,000
Xxxxxxxx Xxxxx 5,000
5,000
Xxxxxx Xxxxxxxx 5,000
10,000
L.E. International, Ltd. 50,000
50,000
42,857
Xxxxx Xxxx 5,000
Xxxxxxx Xxxxx, Xx. 5,000
Xxxxxx Xxxxxx 100,000
Xxxxx Xxxxx 100,000
Xxxxxxx Xxxxxxx 100,000
Wolfgang Raugall 100,000
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Total: 3,500,000
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. Upon request, Shareholder agrees to deliver to SUMMIT at the closing, or
after, a letter setting forth an agreement that said shares are being acquired
for investment purposes only and will not be sold except
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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 INET, duly endorsed in negotiable form, with signatures
guaranteed, free and clear from all claims and encumbrances.
Article III
REPRESENTATIONS AND WARRANTIES OF SUMMIT
SUMMIT represents and warrants to Shareholder as follows:
3.1 Organization. SUMMIT is a corporation duly incorporated, validly
existing and, at the closing, in good standing under the laws of the State of
Delaware 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 SUMMIT shall consist of 100,000,000 shares of $0.001 par value common stock,
of which 3,000,000 are issued and outstanding. All said shares are validly
issued, fully paid and non-assessable.
3.3 Financial Statements. SUMMIT has furnished to Shareholder audited
financial statements as of May 30, 1998. Said financial statements contain the
balance sheet of SUMMIT. All of said financial statements, (i) are in accordance
with SUMMIT's books and records, (ii) present fairly and financial position of
SUMMIT 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.
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 SUMMIT 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. SUMMIT has the power to enter into this Agreement,
and this Agreement, when duly executed and
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delivered, will constitute the valid and binding obligation of SUMMIT. Other
than approval by the Board of Directors and/or shareholders of SUMMIT, no
proceedings are necessary to authorize this Agreement or the transactions
completed hereby. This Agreement constitutes the legal, valid and binding
obligation of SUMMIT enforceable in accordance with its terms.
3.6 Effect of Agreement. The execution and delivery by SUMMIT 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 SUMMIT, or any
material agreement or instrument to which SUMMIT 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
SUMMIT.
3.7 Minutes Book. The records of meetings and other corporate actions of
SUMMIT (including any committees of the Board) which are contained in the Minute
books of SUMMIT contain complete and accurate records of the matters reflected
in such minutes.
3.8 Litigation; Claims. SUMMIT is not a party to, and there are not any
claims, actions, suits, investigations or proceedings pending or threatened
against SUMMIT 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 SUMMIT or the ability of SUMMIT 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.
3.9 Taxes and Reports. At the Closing Date, SUMMIT (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 SUMMIT's
knowledge SUMMIT has complied with, and are not in violation of any federal,
state, local or foreign statute, law,
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rule or regulation with respect to the conduct of SUMMIT's businesses.
3.11 Finders. SUMMIT 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. SUMMIT 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 SUMMIT's knowledge, no representation,
warranty or agreement made by SUMMIT 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 INET AND SHAREHOLDER
INET and Shareholder, and each of them, represent and warrant to SUMMIT
as follows:
4.1 Organization. INET 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.
4.2 Capitalization. The authorized capital stock of INET consists of two
classes of shares of stocks, the total number of shares authorized is 25,000,000
shares of $0.001 par value Common Stock and 10,000,000 shares of Serial
Preferred Stock, of which 3,247,142.857 are presently issued and outstanding.
All said shares are validly issued, fully paid and non-assessable. Except as it
relates to 177,500 shares of Common Stock, 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 INET to
any person. None of the shares of Common Stock of INET is reserved for any
purpose. INET 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.
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4.3 Authority. INET 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 INET and Shareholder enforceable in accordance
with its terms.
4.4 Financial Statements. INET has furnished to SUMMIT unaudited
financial statements as of May 30, 2000 (the "Financial Statements). Said
Financial Statements contain the balance sheet of INET. All of said Financial
Statements, (i) are in accordance with INET's books and records, (ii) present
fairly and financial position of INET 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.
4.5 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 INET 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.
4.6 Title to Assets. INET 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.
4.7 All Patent/License Rights. To the best of its knowledge, INET 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 INET with respect to said
rights used, or contemplated to be used, in INET'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.
4.8 Contracts/Other Rights. Prior to the closing, INET will furnish
SUMMIT with a true and complete list and description of all material contracts
and licenses entered into by INET (the
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"Contracts") , including any contracts, licenses by and between INET 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. INET 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
INET, contains any contractual requirement with which there is a likelihood INET
will be unable to comply.
4.9 Competition. Except as set forth in the Contracts described in 4.8
above, neither INET, nor any officer or director or Shareholder of INET has any
material direct or indirect financial or economic interest in any related
industry entity or in any competition or customer of INET.
4.10 Effect of Agreement. The execution and delivery by INET 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 INET, or
any material agreement or instrument to which INET or Shareholder is give to
rise to any interests or rights, including rights of termination, acceleration
or cancellation, in or with respect to any of the properties, assets,
agreements, leases, or business of INET.
4.11 Personal Property. All of the property, assets and equipment owned
by or used by INET 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 INET is valued on the Financial
Statements at original purchase price less reasonable depreciation consistently
applied in accordance with generally accepted accounting principles.
4.12 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 INET which are contained in the Minute books of
Shareholder and INET contain complete and accurate records of the matters
reflected in such minutes.
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4.13 Litigation; Claims. Neither Shareholder nor INET is a party to, and
there are not any claims, actions, suits, investigations or proceedings pending
or threatened against INET 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 INET or the ability of
INET 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.
4.14 Taxes and Reports. At the Closing Date, INET (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
INET for any period.
4.15 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
INET. There are no 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; INET is not aware that any officer or employee has
any intention to terminate his or her employment with INET; and INET is not a
party to or bound by any employment agreement, or collective bargaining or other
labor agreement.
4.16 Compliance with Laws and Regulations. To the best of their
knowledge, INET 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 INET's businesses, which violation might have a
material adverse effect on the business, financial condition or earnings of
INET.
4.17 Finders. INET 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.
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4.18 Leases. Prior to the closing, INET will furnish SUMMIT with true
and complete list and description of all leases of real property and equipment
by and between INET and the lessees. Each of said leases are valid and
enforceable in accordance with its terms.
4.19 Nature of Representation. INET 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 INET 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
5.1 Access to Information. INET and Shareholder shall afford
representatives of SUMMIT reasonable access to officers, personnel, and
professional representatives of INET and such of the financial, contractual and
corporate records of INET as shall be reasonably necessary for SUMMIT's
investigations and appraisal of INET.
5.2 Effect of Investigations. Any such investigation by SUMMIT of INET
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 INET.
Article VI
CONDITIONS TO OBLIGATIONS OF SUMMIT
The obligations of SUMMIT under this Agreement are, at the option of
SUMMIT, 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 INET at or before the
Closing Date shall have been duly complied with and performed.
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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 INET, or any of the
officers or directors thereof, because of this consummation of the transactions
contemplated by this Agreement.
Article VII
CONDITIONS TO OBLIGATIONS OF SHAREHOLDER
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 INET at or before the
Closing Date shall have 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 INET, or any of the
officers or directors thereof, because of the consummation of the transactions
contemplated by this Agreement.
7.4 SUMMIT Shareholders' Approval. SUMMIT shall have obtained the
written consent of the majority of the holders of all outstanding shares of
Common Stock of SUMMIT entitled to vote thereat, wherein said shareholders shall
have voted in favor of (i) the election of those nominees of INET to act as the
directors of SUMMIT, and (ii) approving and ratifying the transactions
contemplated by this Agreement.
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Article VIII
CLOSING
8.1 Closing Date. The consummation of the exchange shall take place on
July 24, 2000, 1:45 p.m., at the offices of Xxxxxx X. Xxxxxxx, 0000 Xxxxxxx Xxxx
Xxxx, Xxxxx 000, Xxx Xxxxxxx, Xxxxxxxxxx 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, SUMMIT will
take no actions, other than those reasonably required to consummate a closing,
without the prior written consent of INET.
Article IX
INDEMNIFICATION AND ARBITRATION
9.1 Indemnification. Each of the parties agree to indemnify and hold
harmless the other against any and all 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
10.1 Expenses Budget. Each party shall bear its own expenses relating to
this transaction.
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Article XI
SURVIVAL OF REPRESENTATIONS AND WARRANTIES
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
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 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: iNetEvents, Inc.
000 Xxxxx Xxxxxxxxx Xxxx.,
Xxxxx 000
Xxx Xxxxxxx, XX 00000
To: Summit World Ventures, Inc.
000 Xxxx 00xx Xxxxxx
Apartment 00X
Xxx Xxxx Xxxx, Xxx Xxxx 00000
cc: Xxxxxx X. Xxxxxxx, Esq.
0000 Xxxxxxx Xxxx Xxxx
Xxxxx 000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
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Notice of change of address shall be given by written notice in the
manner detailed in this subparagraph 12.3.
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.
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.
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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 California.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the day first above here written.
Dated: June 13, 2000 SUMMIT WORLD VENTURES, INC.
By: /s/ Xxx Xxxx
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Xxx Xxxx, President
Dated: June 13, 2000 By: /s/ Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx, Secretary
Dated: June 13, 2000 INETEVENTS, INC.
By: /s/ Xxxxxxx Xxxxxxx
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Xxxxxxx Xxxxxxx, President
(Shareholders' signatures continued on following page(s).)
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Dated: June 13, 2000 /s/ Xxxxxxx Xxxxxxx
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Xxxxxxx Xxxxxxx
Dated: June 13, 2000 /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
Dated: June 13, 2000 /s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx
XXXXXXXXX INVESTMENTS, INC.
Dated: June 13, 2000 By: /s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx, President
Dated: June 13, 2000 /s/ Xxxxxxx Xxxx
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Xxxxxxx Xxxx
Dated: June 13, 2000 /s/ Xxxxxxxx Xxxxx
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Xxxxxxxx Xxxxx
Dated: June 13, 2000 /s/ Xxxxxx Xxxxxxxx
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Xxxxxx Xxxxxxxx
L.E. INTERNATIONAL, LTD.
Dated: June 13, 2000 By: /s/ Xxxxx Xxxxxxx
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Xxxxx Xxxxxxx, President
Dated: June 13, 2000 /s/ Xxxxx Xxxx
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Xxxxx Xxxx
Dated: June 13, 2000 /s/ Xxxxxxx Xxxxx, Xx.
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Xxxxxxx Xxxxx, Xx.
Dated: June 13, 2000 /s/ Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx
Dated: June 13, 2000 /s/ J. Xxxxx Xxxxxxx
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J. Xxxxx Xxxxxxx
Dated: June 13, 2000 /s/ Xxxxxxx Xxxxxxx
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Xxxxxxx Xxxxxxx
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