EXHIBIT 99.1
CONTRIBUTION OF ASSETS
AND ORGANIZATION AGREEMENT
This Contribution of Assets and Organization Agreement ("Agreement") is
entered into as of this 1 day of August 2002 between Data Cablevision, Inc., a
Nevada corporation ("Corporation"), and AMRESCO Commercial Finance, Inc.
("Amresco"), a Nevada corporation, Xxx Xxxxxxx, Xxxxxx Xxx, Xxxxxxxx Xxxx,
Xxxxxxx Xxxxxxxxxx and Xxxxx Xxx Xxxxxx-Xxxxxxxxxx (each a "Founder" and
collectively, the "Founders"). VisionComm, Inc., a Delaware corporation ("VCI"),
and C-3D Digital, Inc., a Utah corporation ("C-3D"), join this Agreement
exclusively for purposes of providing the agreements, representations and
consent set forth in Sections 5 (VCI only), 6 and 7 only.
RECITALS
--------
A. The Founders are each creditors of VCI and together hold
$3,428,082 of outstanding indebtedness and other claims (the "Indebtedness")
owed to them, as a group, by VCI. Schedule I attached hereto sets forth the
nature and amount of Indebtedness owed by VCI to each Founder, and the loan
documents that evidence such Indebtedness.
B. The Corporation desires to acquire all of the Indebtedness
owed to the Founders by VCI.
C. This Agreement is being entered into by the parties as a
unified plan of contribution that is intended to qualify for non-recognition
treatment under Section 351 of the Internal Revenue Code of 1986, as amended.
AGREEMENT
---------
It is agreed as follows:
INCORPORATION OF RECITALS. The recitals to this Agreement are
incorporated into and made part of this Agreement.
CONTRIBUTION OF ASSETS.
----------------------
CONTRIBUTION. Each Founder, severally and not jointly, hereby transfers and
contributes, without recourse, to the Corporation, and the Corporation agrees to
accept as a capital contribution, all of the Founder's right title and interest
in and to the Indebtedness (and only the Indebtedness) held by the Founder as
set forth on Schedule I and the documents evidencing and/or securing such
Indebtedness (collectively, the "Assets"). Except as otherwise provided herein,
the Assets are transferred to the Corporation on an "as is", "where is" basis,
with all faults and without representations, express or implied, of any type,
kind, character, or nature, and without warranties, express or implied, of any
type, kind, character or nature and without recourse, express or implied, of any
kind, type, character or nature. Any documents that evidence the Indebtedness as
set forth on Schedule I shall remain in full force and effect in accordance with
their respective terms, and any security interests and liens created by the loan
documents shall not, in any manner be affected or impaired hereby.
CONSIDERATION FOR CONTRIBUTION; DELIVERY OF SHARES OF COMMON STOCK. In exchange
for the Assets, and in consideration of organizational services rendered by
Amresco, Xxxxxx Xxx and Xxxxxxxx Xxxx, the Corporation shall deliver to each
Founder shares ("Shares") of the Corporation's Series A Common Stock and Series
B Common Stock in the amounts and as allocated on Schedule I attached hereto.
The Series A Common Stock and Series B Common Stock shall have the rights set
forth in the Articles of Incorporation of the Corporation attached hereto as
Exhibit A.
REPRESENTATIONS AND WARRANTIES OF FOUNDERS. As a material inducement to each
party to enter into this Agreement, each Founder severally and not jointly makes
the following representations and warranties to the Corporation:
AUTHORIZATION. This Agreement is the legal, valid, binding obligation of the
Founder, enforceable in accordance with its terms, subject to judicial
discretion regarding specific performance or other equitable remedies and except
as may be limited by bankruptcy or other similar laws.
NO VIOLATIONS. Neither the contribution of the Assets nor the execution,
delivery or consummation of this Agreement will violate, be in conflict with or
constitute a default by the Founder under any other Agreement or instrument
which the Founder or any of the Founder's property may be bound.
GOOD TITLE. The Founder is the owner of, and has the right to transfer to the
Corporation, all of the Assets, attributed to the Founder on Schedule I, free
and clear from any lien, encumbrance, security agreement, title retention or
other device.
INVESTMENT AND RELATED REPRESENTATIONS. The Founder is aware that neither the
Shares nor the offer or sale thereof to the Founder has been registered under
the Securities Act of 1933, as amended ("Securities Act"), or under any state
securities law. The Founder understands that the Shares will be characterized as
"restricted" securities under federal securities laws inasmuch as they are being
acquired in a transaction not involving a public offering and that under such
laws and applicable regulations such securities may be resold without
registration under the Securities Act only in certain limited circumstances. The
Founder agrees that he will not sell all or any portion of the Shares except
pursuant to registration under the Securities Act or pursuant to an available
exemption from registration under the Securities Act. The Founder understands
that each certificate for the Shares issued to the Founder or to any subsequent
transferee shall be stamped or otherwise imprinted with an appropriate legend
summarizing the restrictions described in this Section 3.4 and that the
Corporation shall refuse to transfer the Shares except in accordance with such
restrictions.
3.5 NO OTHER INDEBTEDNESS TRANSFERRED. The Founder agrees that
it has not and shall not transfer to the Corporation any additional indebtedness
owed by VCI to the Founder that is not set forth on Schedule I.
FURTHER DELIVERIES AND ASSURANCES. The Founder agrees to deliver or cause to be
delivered any and all assignments, documents or instruments reasonably required
to give effect to the transactions contemplated by this Agreement, including,
but not limited to, the Xxxx of Sale attached hereto as Exhibit "B" and such
financing statements or amendments thereto as required.
REPRESENTATIONS AND CONSENT OF VCI. VCI hereby represents and warrants that all
of the Indebtedness set forth on Schedule I is currently outstanding and payable
by VCI to the Founders without offset, defenses or counterclaims. VCI hereby
consents to the transfer of the Indebtedness to the Corporation and agrees that
(i) the Corporation shall be the bona fide holder of the Indebtedness and (ii)
the entire amount of the Indebtedness shall be hereafter due and payable by VCI
to the Corporation without offset, defense or counterclaim.
MUTUAL RELEASES.
---------------
GENERAL RELEASES BETWEEN ALL PARTIES. As an inducement to each other Party (as
defined below) to enter into this Agreement, each of the Founders and VCI and
C-3D (each a "Party" and collectively the "Parties") hereby agrees to release
all of the other Parties and their officers, directors, trustees, beneficiaries,
affiliates, successors and assigns, partners, shareholders, agents, employees,
attorneys, and representatives (collectively, the "Representatives") from any
and all claims, debts, demands, actions, suits, accounts, rights or causes of
action or liabilities whatsoever, including both known claims and unknown
claims, that have been or could have been asserted by a Party against another
Party or its Representatives up through the date of this Agreement, other than
(i) VCI's obligations to Amresco underlying those secured promissory notes and
related security agreements dated August 13, 1997, August 27, 1997, February 6,
1998, April 15, 1998, April 28, 1998, August 27, 1998, December 4, 1998, and
February 25, 1999, and (ii) Xxxxxxxxxx'x obligations to Amresco related to those
secured promissory notes and related security agreements dated August 13, 1997,
August 27, 1997, February 6, 1998, April 15, 1998, April 28, 1998, August 27,
1998, December 4, 1998, and February 25, 1999. Each Party expressly waives all
rights under section 1542 of the California Civil Code which reads as follows:
"1542. A general release does not extend to claims which the
creditor does not know or suspect to exist in his favor at the time of executing
the release, which if known to him must have materially affected his settlement
with the debtor."
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SPECIFIC RELEASES BETWEEN C-3D, XXXX, XXX AND XXXXXXXXXX. As an inducement to
each other Specific Release Party (as defined below) to enter into this
Agreement, C-3D, Xxxx, Xxx and Xxxxxxxxxx (each a "Specific Release Party" and
collectively the "Specific Release Parties") hereby agree to release all of the
other Specific Release Parties and its Representatives from any and all claims,
debts, demands, actions, suits, accounts, rights or causes of action or
liabilities whatsoever, including both known claims and unknown claims, that
have been, could have been, or may be asserted by a Specific Release Party
against another Specific Release Party or its Representatives based on certain
employment contracts ("Employment Contracts") entered into between C-3D and Xxxx
on December 4, 2000, C-3D and Xxx on December 4, 2000, and C-3D and Xxxxxxxxxx
on December 4, 2000. Each Specific Release Party further agrees that the
Employment Contracts, and all of their rights thereunder, shall terminate
effective as the execution and delivery of this Agreement. Each Specific Release
Party expressly waives all rights under section 1542 of the California Civil
Code which reads as follows:
"1542. A general release does not extend to claims which the
creditor does not know or suspect to exist in his favor at the time of executing
the release, which if known to him must have materially affected his settlement
with the debtor."
MISCELLANEOUS.
-------------
EFFECT OF HEADINGS. The subject headings of the paragraphs and subparagraphs of
this Agreement are included for convenience only and shall not affect the
construction or interpretation of any of its provisions. ENTIRE AGREEMENT;
MODIFICATION; WAIVER. This Agreement constitutes the entire agreement between
the Parties pertaining to the subject matter contained in it and supersedes all
prior and contemporaneous agreements, representations, and understandings of the
parties. No supplement, modification, or amendment of this Agreement shall be
binding unless executed in writing by all the parties. No waiver of any of the
provisions of this Agreement shall be deemed, or shall constitute, a waiver of
any other provision, whether or not similar, nor shall any waiver constitute a
continuing waiver. No waiver shall be binding unless executed in writing by the
Party making the waiver.
COUNTERPARTS. This Agreement may be executed simultaneously in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
SCHEDULES AND EXHIBITS. All Schedules and Exhibits attached hereto or referred
to herein are hereby incorporated by reference in this Agreement and are made a
part hereof.
PARTIES IN INTEREST. Nothing in this Agreement, whether express or implied, is
intended to confer any rights or remedies under or by reason of this Agreement
on any persons other than the Parties to it and their respective successors and
assigns, nor is anything in this Agreement intended to relieve or discharge the
obligation or liability of any third persons to any Party to this Agreement, nor
shall any provision give any third persons any right of subrogation or action
over against any Party to this Agreement.
ASSIGNMENT. This Agreement shall be binding on, and shall inure to the benefit
of, the Parties to it and their respective heirs, legal representatives,
successors, and assigns.
GOVERNING LAW. This Agreement shall be construed in accordance with, and
governed by, the laws of the State of California.
SEVERABILITY. If any provision of this Agreement is held invalid or
unenforceable by any court of final jurisdiction, it is the intent of the
parties that all other provisions of this Agreement be construed to remain fully
valid, enforceable, and binding on the Parties.
ATTORNEYS' FEES. In the event of any action arising out of or pertaining to this
Agreement or the rights and duties of any person in relation thereto, in
addition to such other relief that may be granted, the prevailing Party shall be
entitled to receive a reasonable sum as and for his attorneys' fees as the court
may award.
7.10 INTENT OF PARTIES. It is the intention of the Founders
that the assignment, transfer and conveyance herein contemplated constitute a
transfer of the Assets from the Founders to the Corporation and that the
beneficial interest in and title to such Assets not be part of the debtor's
estate in the event of the filing of a bankruptcy petition by or against any
Founder under any bankruptcy law. The Founders and the Corporation intend that
the conveyance by the Founders to the Corporation of all their right, title and
interest in and to the Assets pursuant to this Agreement shall be, and be
construed as, a sale of the Assets by the Founders to the Corporation. It is,
further, not intended that such conveyance be deemed to be a pledge of the
Assets by the Founders to the Corporation to secure a debt or other obligation
of the Founders.
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IN WITNESS WHEREOF, the Parties have duly executed this Agreement on
the day and year first above written.
"CORPORATION"
DATA CABLEVISION, INC.,
a Nevada corporation
By:________________________________
Name: ____________________________
Its: President and Chief Executive Officer
"FOUNDERS"
AMRESCO COMMERCIAL FINANCE, INC.
a Nevada corporation
By:________________________________
Name: ____________________________
Its: _____________________________
/S/ XXXXXX X. XXXXXXX
-----------------------------------------
XXXXXX X. XXXXXXX, an individual
/S/ XXXXXX XXX
-----------------------------------------
XXXXXX XXX, an individual
/S/ XXXXXXXX XXXX
-----------------------------------------
XXXXXXXX XXXX, an individual
/S/ XXXXXXX X. XXXXXXXXXX
------------------------------------------
XXXXXXX X. XXXXXXXXXX, an individual
/S/ XXXXX XXX XXXXXX-XXXXXXXXXX
------------------------------------------
XXXXX XXX XXXXXX-XXXXXXXXXX, an individual
"VCI" and "C-3D" (AS TO SECTIONS 5
(VCI ONLY), 6 AND 7 ONLY)
VISIONCOMM, INC.,
a Delaware corporation
By:________________________________
Name: _____________________________
Its: _______________________________
C3D-DIGITAL, INC.,
a Utah corporation
By: /S/ Xxxxxxx Xxxxx
--------------------------------------
Name: Xxxxxxx Xxxxx
Its: President & Chief Executive Officer
4
EXHIBIT "A"
ARTICLES OF INCORPORATION
OF
DATA CABLEVISION, INC.
FIRST: The name of the corporation is Data Cablevision, Inc.
SECOND: The name and street address of the corporation's resident agent
is Xxxxx X. Xxxxxxx, 0000 Xxxx Xxxx, Xxxxx 000, Xxxx, Xxxxxx 00000.
THIRD: The nature of the business, or objects or purposes to be
transacted, promoted or carried on by the corporation is to engage in any lawful
activity under Nevada law.
FOURTH: The aggregate number of shares of all classes of capital stock
which this corporation shall have authority to issue is 52,000,000 consisting of
Fifty Million (50,000,000) shares of Class A Common Stock with a par value of
$.01 per share and Two Million (2,000,000) shares of Class B Common Stock with a
par value of $.01 per share.
The following is a statement of the powers, voting powers, preferences
and relative, participating, optional, conversion, special and other rights in
respect of the shares of each class of stock, and the qualifications,
limitations and restrictions thereof.
Except as expressly otherwise provided below, the Class A Common Stock
and Class B Common Stock shall have the same rights and privileges and shall
rank equally, share ratably and be identical in all respects as to all matters:
Section 1. VOTING. Until the Effective Date of the Conversion Event,
each as defined below, the Class A Common Stock shall be non-voting.
Section 2. LIQUIDATION. Until the Effective Date of the Conversion
Event, in the event of any liquidation, dissolution or winding up of the
Corporation, the holders of the outstanding shares of Class B Common Stock shall
be entitled to receive out of the assets and funds of the Corporation available
for distribution to its stockholders, a liquidation preference in the aggregate
amount of $1,147,994.59 (the "Liquidation Preference"). After payment or
distribution of the Liquidation Preference, the remaining assets and funds of
the Corporation available for distribution to its stockholders shall be
distributed ratably among the holders of the outstanding shares of Class A
Common Stock according to the respective number of shares held by them without
regard to class. For the purposes of this paragraph, the merger or sale of
substantially all of the assets of the Corporation shall not be considered an
event requiring payment of the Liquidation Preference.
Section 3. CONVERSION. Each share of Class B Common Stock issued and
outstanding shall be converted into one and one-half (1.5) fully paid and
nonassessable shares of Class A Common Stock as of 5:00 p.m. Pacific Time on the
date of the Conversion Event (the "Effective Date"). On the Effective Date the
holders of Class B Common Stock shall be deemed to have become a holder of
record of the Class A Common Stock into which his Class B Common Stock was
convertible. On the Effective Date, (i) the shares of Class B Common Stock to be
converted shall be converted into shares of Class A Common Stock without any
further action by the holder of such shares and whether or not the certificates
representing such shares of Class B Common Stock are surrendered to the
Corporation or its transfer agent, (ii) the shares of Class B Common Stock
represented thereby shall no longer be deemed outstanding and (iii) the right to
receive distributions thereon shall cease to accrue and all rights with respect
to the shares of Class B Common Stock so converted shall forthwith cease except
only the right of the holder thereof to receive shares of Class A Common Stock
upon conversion and to receive distributions, if any, previously declared and to
which the holder is entitled as a holder of record on a date prior to the
Effective Date. Upon the conversion of shares of Class B Common Stock, the
5
holder of such shares of Class B Common Stock shall surrender the certificates
representing such shares of Class B Common Stock at the principal office of the
Corporation or of any transfer agent for the Class A Common Stock. Thereupon,
there shall be issued and delivered, to or in accordance with the instructions
of such holder, a new certificate or certificates for the number of shares of
Class A Common Stock into which the shares of Class B Common Stock surrendered
were converted; provided, however, that until such exchange, the certificates
representing the shares of Class B Common Stock so converted shall be deemed on
and after the Conversion Date to represent the shares of Class A Common Stock
into which such shares of Class B Common Stock were converted.
The Corporation will not, by amendment to its Articles of Incorporation
or through any merger, consolidation or reorganization, recapitalization,
dissolution, issue or sale of assets or securities or any other voluntary
action, impair or seek to impair the conversion rights of the holders of the
Class B Common Stock, but will at all times in good faith assist in the carrying
out of all the provisions of this Article FOURTH and in the taking of all such
action as may be necessary or appropriate in order to protect the conversion
rights of the holders of the Class B Common Stock against impairment.
The Corporation shall at all times reserve and keep available, out of
its authorized but unissued shares of Class A Common Stock and solely for the
purpose of effecting the conversion of the Class B Common Stock, such number of
its shares of Class A Common Stock as shall be issuable upon the conversion of
all outstanding shares of Class B Common Stock.
Shares of Class B Common Stock that have been converted into shares of
Class A Common Stock pursuant to the provisions hereof shall, after such
conversion, be cancelled and shall not be reissued.
Section 4. DIVIDENDS. Until the Effective Date of the Conversion Event,
no distribution (payable in cash, stock or otherwise) may be declared or paid.
Section 5. NO REDEMPTION. In no event shall any shares of Common Stock
be called for redemption.
Section 6. "CONVERSION EVENT" DEFINED. "Conversion Event" shall mean
the payment in full of all principal, interest and all other amounts that may be
due and owing under and the performance of the terms, conditions and covenants
by the Corporation of that certain Loan Modification Agreement, dated as of
August 1, 2002, by and between AMRESCO Commercial Finance, Inc., a Nevada
corporation, and the Corporation.
FIFTH: The governing board of the Corporation shall be known as the
Board of Directors, and its members shall be known as directors, and the number
of directors of the Corporation shall be not less than one (1) nor more than ten
(10). The exact number of directors shall be fixed from time to time exclusively
by the Board of Directors pursuant to a resolution adopted by a majority of the
total number of authorized directors (whether or not there exist any vacancies
in previously authorized directorships at the time any such resolution is
presented to the Board of Directors for adoption). The name and post office box
or street address, either residence or business, of each member of the initial
Board of Directors is as follows:
NAME ADDRESS
---- -------
Xxxxxx Xxx 00000 Xxxxxxxxx Xxxx Xxxx
Xxxxx 000
Xxxxxxx Xxxxxxxx, Xxxxxxxx 00000
Xxxxx Xxxxxxxx 0000 Xxxxxxxx Xx
Xxxxx 000
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
The initial Board of Directors will serve as Directors until the first annual
meeting of the shareholders, or until their successors are elected and
qualified.
SIXTH: Cumulative voting shall not be permitted by the corporation.
6
SEVENTH: The name and post office box or street address of the
incorporator signing the articles of incorporation is as follows:
Xxxxx X. Xxxxxxx
0000 Xxxx Xxxx, Xxxxx 000
Xxxx, Xxxxxx 00000
EIGHTH: The corporation shall have perpetual existence.
NINTH: In furtherance, and not in limitation of the powers conferred by
statute, the board of directors is expressly authorized as follows:
(i) Subject to the bylaws, if any, adopted by the
stockholders, to make, alter or amend the bylaws of the corporation.
(ii) To fix the amount to be reserved as working capital over
and above its capital stock paid in, to authorize and cause to be executed
mortgages and liens upon the real and personal property of this corporation.
(iii) By resolution passed by a majority of the whole board,
to designate one or more committees, each committee to consist of one or more of
the directors of the corporation, which, to the extent provided in the
resolution or in the bylaws of the corporation, shall have and may exercise the
powers of the board of directors in the management of the business and affairs
of the corporation, and may authorize the seal of the corporation to be affixed
to all papers which may require it. Such committee or committees shall have such
name and names as may be stated in the bylaws of the corporation or as may be
determined from time to time by resolution adopted by the board of directors.
(iv) When and as authorized by the affirmative vote of
stockholders holding stock entitling them to exercise at least a majority of the
voting power given at a stockholders' meeting called for that purpose, or when
authorized by the written consent of the holders of at least a majority of the
voting stock issued and outstanding, the board of directors shall have power and
authority at any meeting to sell, lease or exchange all of the property and
assets of the corporation, including its good will and its corporate franchises,
upon such terms and conditions as its board of directors deem expedient and for
the best interest of the corporation.
TENTH: Meetings of stockholders may be held outside the State of
Nevada, if the bylaws so provide. The books of the corporation may be kept
(subject to any provision contained in the statutes) outside the State of Nevada
at such place or places as may be designated from time to time by the board of
directors or in the bylaws of the corporation.
ELEVENTH: The personal liability of a director or officer to the
corporation or its stockholders for damages for breach of fiduciary duty as a
director or officer shall be eliminated to the fullest extent permissible under
Nevada law.
If the Nevada Revised Statutes are hereinafter amended to authorize the
further elimination or limitation of the liability of a director or officer,
then the liability of a director or officer of the corporation shall be
eliminated or limited to the fullest extent permitted by the Nevada Revised
Statutes, so as amended.
Any repeal or modification of the foregoing provisions of Article
ELEVENTH by the stockholders of the corporation shall not adversely affect any
right or protection of a director or officer of the corporation existing prior
to the date when such repeal or modification becomes effective.
TWELFTH: This corporation reserves the right to amend, alter, change or
repeal any provision contained in the articles of incorporation, in the manner
now or hereafter prescribed by statute, or by the articles of incorporation, and
all rights conferred upon stockholders herein are granted subject to this
reservation.
7
THE UNDERSIGNED, being the incorporator hereinabove named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Nevada, does make and file these articles of incorporation, hereby
declaring and certifying that the facts herein stated are true, and accordingly
has hereunto set his hand this 1st day of August, 2002.
/S/ Xxxxx X. Xxxxxxx
------------------------------------
Xxxxx X. Xxxxxxx, Incorporator
CERTIFICATE OF ACCEPTANCE OF APPOINTMENT BY RESIDENT AGENT
The undersigned hereby accepts appointment as Resident Agent for Data
Cablevision, Inc. in accordance with Section 78.090 of the Nevada General
Corporation Law.
Dated: August 1, 2002 By:
/S/ Xxxxx X. Xxxxxxx
------------------------------------
Xxxxx X. Xxxxxxx
8
SCHEDULE I
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NUMBER OF SHARES
NAME AND ADDRESS NATURE AND AMOUNT OF RECEIVED BY FOUNDER
OF FOUNDER INDEBTEDNESS CONTRIBUTED FOR ASSETS CONTRIBUTED
------------------------------------------- ----------------------------------------- --------------------------------------
AMRESCO COMMERCIAL FINANCE, INC. $398,587 of accrued interest on the 698,587 shares of Series A Common
notes dated Aug. 13, 1997, Aug. 27, Stock
1997, Feb. 6, 1998, Apr. 15, 1998, Apr.
28, 1998, Aug. 27, 1998, Dec. 4, 1998,
Feb. 25, 1999, and organizational
services rendered.
------------------------------------------- ----------------------------------------- --------------------------------------
AMRESCO COMMERCIAL FINANCE, INC. $1,067,995 of principal and accrued 1,067,995 shares of Series B Common
interest on the notes dated Aug. 13, Stock
1997, Aug. 27, 1997, Feb. 6, 1998, Apr.
15, 1998, Apr. 28, 1998, Aug. 27, 1998,
Dec. 4, 1998, Feb. 25, 1999, minus
amount received from sales of assets
secured by the above notes.
------------------------------------------- ----------------------------------------- --------------------------------------
XXX XXXXXXX $1,360,000 of principal and accrued 1,360,000 shares of Series A Common
interest on note dated December 30, Stock
2000.
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XXXXXX XXX $42,000 of accrued compensation, waiver 798,012 shares of Series A Common
of future rights under employment Stock
contract and organizational services
rendered
------------------------------------------- ----------------------------------------- --------------------------------------
XXXXXXXX XXXX $42,000 of accrued compensation, waiver 798,012 shares of Series A Common
of future rights under employment Stock
contract and organizational services
rendered
------------------------------------------- ----------------------------------------- --------------------------------------
XXXXXXX X. XXXXXXXXXX & $463,000 of principal and accrued 517,500 shares of Series A Common
XXXXX XXX XXXXXX-XXXXXXXXXX: interest on notes dated Feb. 10, 2000, Stock
5414 Guinevere Dr., Aug. 10, 2000, Aug. 28, 2000, Aug. 00,
Xx. Xxxxxxx, Xxxxxxxx 00000 2000, Sep. 6, 2000, Sep. 28, 2000, Oct.
5, 2000, Oct. 9, 2000, Nov. 3, 2000,
Nov. 16, 2000, Nov. 22, 2000, Nov. 30,
2000, Dec. 19, 2000, Jan. 30, 2001,
Feb. 2, 2001, Mar. 1, 2001, and $54,500
of accrued compensation and waiver of
future rights under employment contract.
------------------------------------------- ----------------------------------------- --------------------------------------
9
exhibit "B"
XXXX OF SALE
This Xxxx of Sale is made as of this 1st day of August 2002 by and
between Data Cablevision, Inc., a Nevada corporation ("Purchaser"), and
__________________ ("Seller").
For good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, Seller does hereby sell, assign, grant, convey,
set over, confirm and deliver to Purchaser and its successors and assigns
forever, all of Seller's right, title and interest in and to the "Indebtedness")
set forth on Schedule 1 attached hereto, free and clear of any and all liens,
claims and encumbrances of any kind.
Simultaneously with the execution and delivery hereof and from time to
time thereafter, Seller will execute and deliver to Purchaser such additional
documents of transfer with respect to the Indebtedness as Purchaser may
reasonably require in order to effectuate this transaction.
IN WITNESS WHEREOF, the Seller has caused this instrument to be
executed on the date first above written.
--------------------
"SELLER"
10
