Exhibit 10-2
Acquisition Agreement with Corporacion Pipasa, S.A.
AGREEMENT AND PLAN OF REORGANIZATION
April 30, 1996
QUANTUM LEARNING SYSTEMS, INC.
ACQUISITION OF
CORPORACION PIPASA, S.A.
TABLE OF CONTENTS
Page
Recitals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1. Plan of Reorganization . . . . . . . . . . . . . . . . . . . . . . 1
2. Exchange of Shares . . . . . . . . . . . . . . . . . . . . . . . . 1
3. Delivery of Shares and Assets . . . . . . . . . . . . . . . . . . . 2
4. Representations of Stockholders and Acquirees . . . . . . . . . . . 2
5. Representations of Acquiring Corporation . . . . . . . . . . . . . 4
6. Closing Date . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
7. Conditions Precedent to the Obligations of Acquirees . . . . . . . 7
8. Conditions Precedent to the Obligations of Acquiror . . . . . . . . 7
9. Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . 8
10. Nature and Survival of Representations . . . . . . . . . . . . . . 9
11. Documents at Closing . . . . . . . . . . . . . . . . . . . . . . . 9
12. Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . .10
Signature Page . . . . . . . . . . . . . . . . . . . . . . . . . .11
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AGREEMENT AND PLAN OF REORGANIZATION
THIS Agreement and Plan of Reorganization is entered into this 30th day of
April, 1996, by and between QUANTUM LEARNING SYSTEMS, INC., a Nevada corpora-
tion, (hereinafter "Acquiror"); and CORPORACION PIPASA, S.A., a Costa Rican
corporation; (hereinafter referred to as "Acquiree"); and the undersigned
Stockholders of Acquiree, (hereinafter referred to as "Stockholders").
RECITALS
Stockholders of Acquiree own or control all of the issued and outstanding
common stock of Acquiree. Acquiror desires to acquire all of the issued and
outstanding stock of Acquiree, making Acquiree a wholly-owned subsidiary of
Acquiror, and Stockholders desire to make a tax-free exchange solely of their
shares in Acquiree for shares of Acquiror's common stock to be exchanged as set
out herein with said Stockholders.
NOW, THEREFORE, for the mutual consideration set out herein, the parties
agree as follows:
AGREEMENT
1. PLAN OF REORGANIZATION. Stockholders of Acquiree are the owners
of all the issued and outstanding common stock of said Acquiree. It is
the intention of the parties hereto that all of the issued and out-
standing common stock of Acquiree shall be acquired by Acquiror in
exchange solely for newly issued Acquiror voting stock. It is the
intention, but not a requirement, of the parties hereto that this
transaction qualify as a tax-free reorganization under Section 351 of
the Internal Revenue Code of 1986, as amended, and the applicable
provisions of Costa Rican tax law. If this transaction does not so
comply, the parties hereto nevertheless will effect this transaction
as long as at least 51% of the Acquiree may be transferred hereto.
2. EXCHANGE OF SHARES. Acquiror and Stockholders agree that all of
the issued and outstanding shares of Class A and Class B common stock
of Acquiree shall be exchanged with Acquiror for a total of approxi-
mately 25,600,000 shares, in the aggregate, of restricted common stock
of Acquiror, which in any case shall be 82.4%, in the aggregate, of
the issued and outstanding common shares of the Company, on a fully
diluted basis at the time of the delivery of such shares to the
Stockholders, which includes currently outstanding warrants or options
to issue approximately 750,000 shares. If, and to the extent that the
Acquiror receives less than 100% of the common stock of the Acquiree,
the amount of shares to be issued hereunder to the Stockholders of the
Acquiree shall be reduced pro rata. Notwithstanding any other provi-
sion of this Agreement, and assuming that the Acquiror has received at
least 51% of the common stock from Acquiree as of the date of delivery
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(which is hereafter defined), the Stockholders may deliver common
shares hereunder to the Acquiror for up to twelve months from the date
hereof. The Acquiror shares will, on the date of delivery to the
Stockholders, (which is hereafter defined as the Delivery Date), be
delivered to the Stockholders in exchange for their shares in
Acquiree. Stockholders represent and warrant that they will hold such
shares of common stock of Acquiror for investment purposes and not for
further public distribution and agree that the shares shall be appro-
priately restricted.
3. DELIVERY OF SHARES AND ASSETS. On the Delivery Date (which is
defined as the date in Paragraph 6 herein), Stockholders will deliver
certificates for the shares of Acquiree duly endorsed so as to make
Acquiror the sole holder thereof free and clear of all claims and
encumbrances. On the Delivery Date, delivery of the Acquiror shares,
which will be appropriately restricted as to transfer, will be made to
the Stockholders as set forth herein. A list of the shares of
Acquiree, the owners thereof, and shares of Acquiror to be received by
said Stockholders is attached hereto as Exhibit "A" and by this
reference is incorporated herein.
4. REPRESENTATIONS OF STOCKHOLDERS AND ACQUIREE. The Stockholders
and Acquiree, hereby represent and warrant that, with respect to their
own shares and as to the Acquiree, effective this date, the Closing
Date (which is defined as the date in Paragraph 6 herein), and the
Delivery Date, the representations listed below are true and correct
to the best of their knowledge, information, and belief. Said repre-
sentations are meant and intended by all parties to apply to the
Acquiree:
(a) The listed Stockholders on Exhibit "A" are the sole owners of all
of the issued and outstanding shares of common stock of Acquiree;
such shares are free from claims, liens, or other encumbrances;
and Stockholders have the unqualified right to transfer and
dispose of such shares and assets.
(b) The issued shares of Acquiree constitute validly issued shares of
Acquiree, fully-paid and nonassessable.
(c) The audited year-end financial statements of Acquiree covering
the last fiscal year (which includes the balance sheet as of the
1995 fiscal year end and the operational statements as of the
1994 and 1995 fiscal year ends) and the unaudited financial
statements as of March 31, 1996, which have been delivered to
Acquiror, are complete, accurate and fairly present the financial
condition of Acquiree as of the dates thereof and the results of
its operations for the periods covered. There are no liabilities,
either fixed or contingent, not reflected in such financial
statements other than contracts or obligations in the ordinary
and usual course of business; and no such contracts or obliga-
tions in the usual course of business constitute liens or other
liabilities which, if disclosed, would alter substantially the
financial condition of such Acquiree as reflected in such xxxxx-
cial statements. These
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financial statements have been prepared in accordance with US
Generally Accepted Accounting Principles consistently applied.
(d) Prior to and as of the Closing Date and the Delivery Date, there
will not be any negative material changes in the financial
position of Acquiree, except changes arising in the ordinary
course of business, which changes will in no event adversely
affect the financial position of said Acquiree.
(e) Except as previously disclosed in audited and unaudited financial
statements, to the best of Acquiree's knowledge, information and
belief, it is not involved in, and has not received judicial
notice of any pending litigation or governmental investigation or
proceeding not reflected in such financial statement, or other-
wise disclosed in writing to Acquiror and, to the best knowledge
of Acquiree and Stockholders, no material litigation, claims, or
assessments, or governmental investigation or proceeding is
threatened against Acquiree, its principal stockholders or
properties.
(f) As of the Closing Date and the Delivery Date, Acquiree will be in
good standing in its jurisdiction of incorporation, and will be
in good standing and in the process of becoming duly qualified to
do business in each jurisdiction where required to be so quali-
fied.
(g) Acquiree has complied with all applicable laws in connection with
its formation, issuance of securities, organization, capitaliza-
tion and operations, and to the best of Acquiree's knowledge,
information and belief, no contingent liabilities have been
threatened or claims made, and no basis for the same exists with
respect to said operations, formation or capitalization, includ-
ing claims for violation of any US state or federal securities
laws.
(h) Acquiree has filed all governmental, tax or related returns and
reports due or required to be filed and has paid all taxes or
assessments which have or which shall become due as of the
Closing Date and the Delivery Date.
(i) Except as disclosed in this Agreement or on any Exhibit, Acquiree
has not breached any material agreement to which it individually
or collectively may be a party.
(j) Acquiree has no subsidiary corporations.
(k) The corporate financial records, minute books, and other docu-
ments and records of Acquiree are to be available to present
management of Acquiror prior to the Closing Date and turned over
to new management of Acquiror in their entirety on the Delivery
Date.
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(l) The execution of this Agreement will not violate or breach any
agreement, contract, or commitment to which Acquiree or Stock-
holders are a party and has been duly authorized by all appropri-
ate and necessary action.
(m) The authorized capitalization of Acquiree are as set forth in the
most recent audited balance sheet of Acquiree. Acquiree has two
classes of common stock (called Class A and Class B) and two
classes of preferred stock (called Class C and Class D). All
outstanding shares have been duly authorized, validly issued and
are fully paid and nonassessable with no personal liability
attaching to the ownership thereof. There are no outstanding
convertible securities, warrants, options or commitments of any
nature which may cause authorized but unissued shares to be
issued to any person.
(n) To the best knowledge of Stockholders and Acquiree, Acquiree is
not subject to any material labor disputes or disagreements,
either actual or contingent.
(o) To the best knowledge of Stockholders and Acquiree, Acquiree's
products, materials and brochures do not infringe the patent or
copyright rights of any other person or entity.
(p) At the date of this Agreement, Stockholders have, and at the
Closing Date and the Delivery Date, they will have to the best of
their knowledge, disclosed all events, conditions and facts
materially affecting the business and prospects of Acquiree and
its assets. Stockholders have not now and will not have, at the
Closing Date or the Delivery Date, withheld knowledge of any such
events, conditions, and facts which they know, or have reasonable
grounds to know, may materially affect the business and prospects
of Acquiree or its assets.
5. REPRESENTATIONS OF ACQUIRING CORPORATION. Acquiror hereby
represents and warrants as follows, effective this date, the Closing
Date, and the Delivery Date, the representations listed below are true
and correct to the best of its knowledge, information, and belief:
(a) As of the Delivery Date, the Acquiror shares to be delivered to
the Stockholders will constitute valid and legally issued shares
of Acquiror, fully-paid and nonassessable, and will be legally
equivalent in all respects to the common stock of Acquiror issued
and outstanding as of the date thereof.
(b) The officers of Acquiror are duly authorized to execute this
Agreement and have taken all actions required by law and agree-
ments, charters, and bylaws, to properly and legally execute this
Agreement.
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(c) Acquiror has made available to Acquiree combined audited xxxxx-
cial statements for the past three fiscal years, which shall be
true, complete and accurate; there are and shall be no substan-
tial liabilities, either fixed or contingent, not reflected in
such financial statements and records or to which the Acquiree
has not been made aware. Said financial statements fairly and
accurately reflect the financial condition of the Acquiror as of
the date thereof and the results of operations for the period
reflected therein. Such statements shall have been prepared in
accordance with US Generally Accepted Accounting Principles,
consistently applied.
(d) Prior to and as of the Closing Date and the Delivery Date, there
will not be any material changes in the financial position of
Acquiror, except changes arising in the ordinary course of
business, which changes will in no event adversely affect the
financial condition of the Acquiror; provided, however, that
Acquiror will have sold or transferred all of its operations as
of the Delivery Date.
(e) Except as previously disclosed, Acquiror is not involved in any
pending litigation, claims, or governmental investigation or
proceeding not reflected in such financial statements or other-
wise disclosed in writing to the Stockholders, and there are
otherwise no lawsuits, claims, assessments, investigations, or
similar matters, to the best knowledge of management, threatened
or contemplated against Acquiror, its management or properties.
(f) As of the Closing Date and the Delivery Date, Acquiror is duly
organized, validly existing and in good standing under the laws
of the State of Nevada; it has the corporate power to own its
property and to carry on its business as now being conducted and
is duly qualified to do business in any jurisdiction where so
required.
(g) Acquiror will have filed, by the Delivery Date, all federal,
state, county and local income, excise, property and other tax
returns, forms, or reports, which are due or required to be filed
by it prior to the date hereof and has paid or made adequate
provision for the payment of all taxes, fees, or assessments
which have or may become due pursuant to such returns or pursuant
to any assessments received.
(h) Except as previously disclosed, Acquiror has not breached, nor is
there any pending or threatened claims or any legal basis for a
claim that Acquiror has breached, any of the terms or conditions
of any agreements, contracts or commitments to which it is a
party or is bound and the execution and performance hereof will
not violate any provisions of applicable law of any agreement to
which Acquiror is subject.
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(i) The present capitalization of Acquiror comprises authorized
common stock of 20,000,000 shares, $0.001 par value, of which no
more than 4,400,000 shares are issued and outstanding as of the
date hereof and prior to giving effect to a contemplated in-
creased authorization of common shares by the shareholders of
Acquiror to 60,000,0000 shares; and authorized preferred stock of
5,000,000 shares, with a $1.00 par value, to have such classes
and preferences as the Acquiror may determine from time to time.
No preferred shares are issued and outstanding as of the date
hereof. All outstanding shares have been duly authorized, validly
issued, and fully paid. There are 750,000 shares reserved for
issuance under options or warrants. Otherwise, there are not
outstanding or presently authorized securities, warrants, options
or related commitments of any nature.
(j) Acquiror has three subsidiary corporations Cambridge Academy,
Sentient, Inc., Current Concept Seminars, Inc., along with a
division which engages in real estate development. As a condition
of this Agreement and the underlying acquisition, the Acquiror
will divest itself of all operations, including the subsidiary
corporations and the real estate division, by the Delivery Date.
(k) The shares of restricted common stock of Acquiror to be issued to
Stockholders as of the Delivery Date, will be validly issued,
nonassessable and fully-paid under Nevada corporation law and
will be issued in a non-public offering and exempted transaction
under federal and state securities laws.
(l) At the date of this Agreement, Acquiror has, and at the Closing
Date, and as of the Delivery Date it will have, disclosed all
events, conditions and facts materially affecting the business
and prospects of Acquiror. Acquiror has not now and will not
have, at the Closing Date, or at the Delivery Date, withheld
disclosure of any such events, conditions, and facts which it,
through management has knowledge of, or has reasonable grounds to
know, may materially affect the business and prospects of Acquir-
or.
(m) Acquiror is a public company and represents that, except as
previously disclosed, it has no existing or threatened liabili-
ties, claims, lawsuits, or basis for the same with respect to its
shareholders, the public, brokers, the U.S. Securities and
Exchange Commission, state agencies or other persons. This
includes matters relating to state or federal securities laws as
well as general common law or state corporation law principles.
6. CLOSING AND DELIVERY DATE. The Closing Date herein referred to
shall be upon such date as the parties hereto may mutually agree for
the execution of this Agreement but is expected to be on or about
April 30, 1996. This Agreement is
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executed by the parties and effective as of the date hereof, subject
only to the ratification and approval of the transaction, the
divestiture of Acquiror operations, and the approval of additional
authorized common shares by the shareholders of the Acquiror. The date
of ratification and approval of the transaction, the divestiture of
Acquiror operations, and the authorization of additional common shares
by the shareholders of the Acquiror shall be known as the Delivery
Date. Certain exhibits, etc. may be delivered subsequent to the
Delivery Date upon the mutual agreement of the parties hereto. The
Stockholders will be deemed to have accepted, as of the Delivery Date,
delivery of the certificates of stock to be issued in their respective
names, and in connection therewith will make delivery of their stock
in Acquiree to Acquiror.
7. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF ACQUIREE. All obliga-
tions of Acquiree and Stockholders under this Agreement are subject to
the fulfillment, prior to, as of the Closing Date, or at the Delivery
Date, of each of the following conditions:
(a) The representations and warranties by or on behalf of Acquiror
contained in this Agreement or in any certificate or document
delivered to Acquiree pursuant to the provisions hereof shall be
true in all material respects at and as of the Closing Date and
the Delivery Date as though such representations and warranties
were made at and as of such time.
(b) Acquiror shall have performed and complied with all covenants,
agreements, and conditions required by this Agreement to be
performed or complied with by it prior to or at the Closing Date,
subject only to the conditions required on the Delivery Date.
(c) On the Delivery Date, the present Directors of Acquiror shall
resign from the Board of Directors of Acquiror. The Acquiree
shall have the right to name the new Board of Directors, which
shall consist of seven (7) members, as of the Delivery Date.
(d) The shareholders of the Acquiror shall have approved an increase
in the authorized common shares of the Acquiror to 60,000,000,
all with a par value of $0.001 per share and an increase in the
authorized preferred shares of the Acquiror to 5,000,000, all
with a par value of $1.00 per share.
(e) The shareholders of the Acquiror shall approve a change of name
of the Acquiror as of the Delivery Date to Costa Rica Interna-
tional Holdings, Inc., or such derivation as may be approved by
regulatory authorities.
(f) The Acquiror shall have disposed of all prior Acquiror operations
as of the Delivery Date.
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(g) The Directors and shareholders of Acquiror shall have approved
this transaction and such other reasonable matters as requested
by Acquiree as pertaining to this transaction.
8. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF ACQUIROR. All obliga-
tions of the Acquiror under this Agreement are subject to the fulfill-
ment, prior to, as of the Closing Date, or at the Delivery Date, of
each of the following conditions:
(a) The representations and warranties by Acquiree and Stockholders
contained in this Agreement or in any certificate or document
delivered to Acquiror pursuant to the provisions hereof shall be
true at and as of the Closing Date and the Delivery Date as
though such representations and warranties were made at and as of
such time.
(b) Acquiree and Stockholders shall have performed and complied with
all covenants, agreements, and conditions required by this
Agreement to be performed or complied with by it prior to or at
the Closing Date, subject only to the conditions on the Delivery
Date.
(c) Stockholders shall deliver to Acquiror a letter commonly known as
an "investment letter" agreeing that the shares of stock in
Acquiror are being acquired for investment purposes, and not with
a view to resale.
(d) Stockholders shall state, and reaffirm as of the Delivery Date,
that the materials, including, current financial statements,
prepared and delivered by Acquiror to Stockholders, have been
read and understood by Stockholders, that they are familiar with
the business of Acquiror, that they are acquiring the Acquiror
shares under Section 4(2), commonly known as the private offering
exemption of the Securities Act of 1933, under Regulation S of
said Act, and that the shares are restricted and may not be
resold, except in reliance on an exemption under the Act.
(e) Shareholders of the Acquiror shall have approved and ratified
this Plan of Reorganization, including, but not limited to, an
increase in the number of authorized common shares to 60,000,000
and authorized preferred shares to 5,000,000 and the disposition
by the Acquiror of all operations, including the subsidiary
corporations and the real estate division, as of the Delivery
Date. at a duly called shareholders meeting by an affirmative
vote of not less than a majority of the issued and outstanding
common shares of the Acquiror.
9. INDEMNIFICATION. Within the period provided in paragraph 10
herein and in accordance with the terms of that paragraph, each party
to this Agreement, shall indemnify and hold harmless each other party
at all times after the date of this Agreement against and in respect
8
of any liability, damage or deficiency, all actions, suits, proceed-
ings, demands, assessments, judgments, costs and expenses including
attorney's fees incident to any of the foregoing, resulting from any
misrepresentations, breach of covenant or warranty or non-fulfillment
of any agreement on the part of such party under this Agreement or
from any misrepresentation in or omission from any certificate fur-
nished or to be furnished to a party hereunder. Subject to the terms
of this Agreement, the defaulting party shall reimburse the other
party or parties on demand, for any reasonable payment made by said
parties at any time after the Closing, in respect of any liability or
claim to which the foregoing indemnity relates, if such payment is
made after reasonable notice to the other party to defend or satisfy
the same and such party failed to defend or satisfy the same.
10. NATURE AND SURVIVAL OF REPRESENTATIONS. All representations,
warranties and covenants made by any party in this Agreement shall
survive the Closing hereunder and the consummation of the transactions
contemplated hereby for three years from the date hereof. All of the
parties hereto are executing and carrying out the provisions of this
Agreement in reliance solely on the representations, warranties and
covenants and agreements contained in this Agreement and not upon any
investigation upon which it might have made or any representations,
warranty, agreement, promise or information, written or oral, made by
the other party or any other person other than as specifically set
forth herein.
11. DOCUMENTS AT CLOSING. Between the date hereof and the Delivery
Date, the following transactions shall occur, all of such transactions
being deemed to occur simultaneously:
(a) Stockholders will deliver, or cause to be delivered, to Acquiror
the following:
(1) stock certificates for the stock of Acquiree being tendered
hereunder, duly endorsed in blank,
(2) all corporate records of Acquiree, including without limita-
tion corporate minute books (which shall contain copies of the
Articles of Incorporation and Bylaws, as amended to the Delivery
Date), stock books, stock transfer books, corporate seals, and
such other corporate books and records as may reasonably request-
ed for review by Acquiror and its counsel;
(3) a certificate of the President of Acquiree to the effect
that all representations and warranties of Acquiree made under
this Agreement are reaffirmed on the Closing Date and the
Delivery Date, the same as though originally given on said date;
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(4) such other instruments, documents and certificates, if any,
as are required to be delivered pursuant to the provisions of
this Agreement or which may be reasonably requested in
furtherance of the provisions of this Agreement;
(b) Acquiror will deliver or cause to be delivered to Stockholders
and Acquiree:
(1) stock certificates for Common Stock to be issued as a part
of the exchange as listed on Exhibit "A" after the date of
approval of this transaction by the Acquiror shareholders;
(2) a certificate of the President of Acquiror to the effect
that all representations and warranties of Acquiror made under
this Agreement are reaffirmed on the Closing Date and the Deliv-
ery Date, the same as though originally given on said date;
(3) certified copies of resolutions by Acquiror's Board of
Directors and shareholders authorizing this transaction;
(4) such other instruments and documents as are required to be
delivered pursuant to the provisions of this Agreement.
12. MISCELLANEOUS.
(a) FURTHER ASSURANCES. At any time, and from time to time, after the
effective date, each party will execute such additional instru-
ments and take such action as may be reasonably requested by the
other party to confirm or perfect title to any property trans-
ferred hereunder or otherwise to carry out the intent and purpos-
es of this Agreement.
(b) WAIVER. Any failure on the part of any party hereto to comply
with any of its obligations, agreements or conditions hereunder
may be waived in writing by the party to whom such compliance is
owed.
(c) BROKERS. Neither party has employed any brokers or finders with
regard to this Agreement unless otherwise described in writing to
all parties hereto.
(d) NOTICES. All notices and other communications hereunder shall be
in writing and shall be deemed to have been given if delivered in
person or sent by prepaid first class registered or certified
mail, return receipt requested.
(e) HEADINGS. The section and subsection headings in this Agreement
are inserted for convenience only and shall not affect in any way
the meaning or interpretation of this Agreement.
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(f) COUNTERPARTS. This Agreement may be executed simultaneously in
two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the
same instrument.
(g) GOVERNING LAW. This Agreement was negotiated and is being con-
tracted for in the State of Nevada, and shall be governed by the
laws of the State of Nevada, and the securities being issued
herein are being issued and delivered outside the jurisdiction of
the United States in accordance with the isolated transaction and
non-public offering exemption and with Regulation S of the Act.
(h) BINDING EFFECT. This Agreement shall be binding upon the parties
hereto and inure to the benefit of the parties, their respective
heirs, administrators, executors, successors and assigns.
(i) ENTIRE AGREEMENT. This Agreement is the entire agreement of the
parties covering everything agreed upon or understood in the
transaction. There are no oral promises, conditions, representa-
tions, understandings, interpretations or terms of any kind of
condition or inducements to the execution hereof.
(j) TIME. Time is of the essence.
(k) SEVERABILITY. If any part of this Agreement is deemed to be
unenforceable the balance of the Agreement shall remain in full
force and effect.
(l) DEFAULT COSTS. In the event any party hereto has to resort to
legal action to enforce any of the terms hereof, such party shall
be entitled to collect attorneys fees and other costs from the
party in default.
IN WITNESS WHEREOF, the parties have executed this Agreement the day and
year first above written.
QUANTUM LEARNING SYSTEMS, INC.
a Nevada Corporation
By: ///Signed///
---------------------------------
President
CORPORACION PIPASA, S.A.
a Costa Rican Corporation
By: ///Signed///
---------------------------------
President
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SHAREHOLDERS OF ACQUIREE:
Signed Signed
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Signed Signed
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Signed Signed
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Signed Signed
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QUANTUM LEARNING SYSTEMS, INC.
OFFICER'S CERTIFICATE
The undersigned, President of QUANTUM LEARNING SYSTEMS, INC. ("Acquiror"),
does hereby certify that he is a duly elected, qualified and acting officer of
Acquiror, a Nevada corporation, and as such is familiar with the business
affairs of said corporation, and is familiar with and has read that certain
Agreement and Plan of Reorganization between Acquiror and Acquiree, dated April
30, 1996.
The undersigned does hereby state that the representations and warranties
made by Acquiror contained in said Agreement, to the best of his knowledge, are
true and correct at and as of the time of closing and the date of delivery of
Acquiror's shares. In addition, the undersigned hereby states that to the best
of his knowledge, Acquiror has performed and complied with all covenants,
agreements and conditions required by the Agreement to be performed or complied
with by Acquiror prior to or at the Closing Date or the Delivery Date.
IN WITNESS WHEREOF, the undersigned, has hereunto duly executed this
Certificate this 30th day of April, 1996.
QUANTUM LEARNING SYSTEMS, INC.
By: ///Signed///
----------------------------
President
CORPORACION PIPASA, S.A.
OFFICER'S CERTIFICATE
The undersigned, President of CORPORACION PIPASA, S.A. ("Acquiree"), does
hereby certify that he is a duly elected, qualified and acting officer of
Acquiree, a Costa Rican corporation, and as such is familiar with the business
affairs of said corporation, and is familiar with and has read that certain
Agreement and Plan of Reorganization between Acquiror and Acquiree, dated April
30, 1996.
The undersigned does hereby state that the representations and warranties
made by Acquiree contained in said Agreement, to the best of his knowledge, are
true and correct at and as of the time of closing and the date of delivery of
the Acquiror's shares. In addition, the undersigned hereby states that to the
best of his knowledge, Acquiree has performed and complied with all covenants,
agreements and conditions required by the Agreement to be performed or complied
with by Acquiree prior to or at the Closing Date or the Delivery Date.
IN WITNESS WHEREOF, the undersigned, has hereunto duly executed this
Certificate this 30th day of April, 1996.
CORPORACION PIPASA, S.A.
By: ///Signed///
-------------------------------------
President
