10.1 Stock Purchase Agreement dated September 30, 2004 between ERF Wireless,
Inc. and H. Xxxx Xxxxxx, Ph. D., Xxxx Xxxxx, Xxxxxx Xxxx, and
Xxxxxxxxxxx X. Xxxxx.
STOCK PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT, ("Agreement") dated as of September 30, 2004, among
ERF Wireless, Inc., a Nevada corporation ("Purchaser") and the selling
stockholders (the "Sellers") of Eagle R. F. International, Inc., a Texas
corporation ("Target") listed on the signature page hereof.
WHEREAS, Purchaser desires to acquire from the Sellers 100% of the capital stock
of Target (the "Target Capital Stock") for a purchase price (the "Purchase Price
Amount") payable as of the Closing Date in newly issued securities of the
Purchaser (the "Payment Securities");
WHEREAS, the Sellers desire to sell the Target Capital Stock to Purchaser for
the Purchase Price Amount and in exchange for the Payment Securities subject to
the terms and conditions of this Agreement; and
WHEREAS, Purchaser and the Sellers are engage in a private transaction and that
transactions contemplated by this Agreement are exempted transactions under the
applicable securities laws, including Section 4 of the Securities Act of 1933
and subject to all the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth in this Agreement, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
ARTICLE I
Definitions
"Closing Date" means September 30, 2004 or as soon thereafter as possible.
"Exchange Act" means the Securities Exchange Act of 1934, as amended, and the
rules and regulations of the SEC thereunder.
"GAAP" means United States generally accepted accounting principles,
consistently applied throughout the specified period and in all prior comparable
periods.
"Purchase Price Amount" has the meaning ascribed to it in Section 2.1.
"Purchaser" has the meaning ascribed to it in the forepart of this Agreement.
"Securities Act" means the Securities Act of 1933, as amended, and the rules and
regulations thereunder.
"Target" has the meaning ascribed to it in the forepart of this Agreement.
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ARTICLE II
CONSIDERATION AND CLOSING
2.1 Purchase and Sale. On the terms and subject to the conditions of this
Agreement,
(a) At the Closing, Purchaser shall purchase from the Sellers, free and clear of
all Liens, all of the Target Capital Stock.
(b) The Purchase Price shall be payable at the Closing as set forth below.
(c) The Purchase Price shall be payable in shares of Purchaser's $.001 par value
common stock. The Purchase Price shall consist of One Million (1,000,000) newly
issued shares allocated pro rata among the Sellers based upon the Sellers
ownership percentage of the Target. The shares shall be restricted securities,
shall be issued with a Rule 144 legend, and shall contain significant
limitations upon resale in the absence of a registration statement or exemption
from registration. The shares shall be delivered to the Sellers at Closing.
2.2 Closings. The Closing will take place at the offices of the Purchaser on the
Closing Date in accordance with the terms of this Agreement, or at such other
place or time as Purchaser and the Sellers mutually agree. At the Closing,
Purchaser shall pay to the Sellers the Purchase Price pursuant to Section 2.1.
Simultaneously, the Sellers shall deliver to Purchaser one or more certificates
representing the Target Capital Stock together with all necessary instruments of
transfer, in form and substance reasonably satisfactory to Purchaser. At the
Closing, there shall also be delivered to Purchaser the opinions, certificates
and other contracts, documents and instruments required to be delivered under
the terms of this Agreement.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE SELLERS
The Sellers represent and warrant to Purchaser that the statements contained in
this Article III are true and correct as of the date of this Agreement, and will
be true and correct as of the Closing Date (as though made then and as though
such Closing Date was substituted for the date of this Agreement throughout this
Article III). The Sellers have delivered a Disclosure Schedule (including
exhibits thereto) to Purchaser setting forth certain information, the disclosure
of which is required or appropriate in relation to any or all of the following
representations and warranties.
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3.1 Organization of Target. Target is a corporation duly organized, validly
existing and in good standing under the laws of the State of Texas. Target
operates a retail outlet in San Antonio, Texas and has a customer base of
several thousand wireless customers in Texas, Oklahoma and Louisiana. The
customer base consists of both narrowband and broadband wireless subscribers.
(a) Target is duly qualified, licensed or admitted to do business and is in good
standing in those jurisdictions in which the ownership, use or leasing of its
assets and properties, or the conduct or nature of its business, makes such
qualification, licensing or admission necessary.
3.2 Capitalization. As of the date hereof, and immediately prior to the
consummation of the transactions contemplated hereby and before giving effect to
such transactions, the authorized capital stock of Target consists 100,000
shares of no par value authorized of which 1,000 shares are issued and
outstanding and the Sellers own 100% of the legal, economic and beneficial
interests. As of the date hereof, there are no preemptive or similar rights to
purchase or otherwise acquire capital stock in Target pursuant to any provision
of law, the Charter Documents or Articles of Incorporation (in each case, as
amended and in effect on the date hereof), or any agreement to which Target is a
party. All Sellers expressly waive any rights that would otherwise cause a
termination of the Target or trigger any buy-sell agreement, or similar rights
due to this Agreement.
3.3 Financial Statements.
(a) The Sellers have furnished or will furnish, on or before September 30, 2004,
the Purchaser with true and complete copies of the consolidated balance sheets
of Target as of December 31, 2003 and June 30, 2004 and the related consolidated
statements of operations, statement of changes in member's equity and cash flows
for the years then ended, together with the notes thereto, (the "Financial
Statements"), setting forth in each case in comparative form the corresponding
figures for the corresponding dates and periods of the previous fiscal year,
together with reports of auditors thereon. The Financial Statements fairly
present in all material respects the consolidated financial position of Target
and its Subsidiaries, if any, as of the respective dates thereof, and the
results of operations, changes in stockholder's equity and cash flows for the
periods set forth therein, all in conformity with United States GAAP. The gross
revenue of Target during the last 12 months has averaged $20,000 per month.
3.4 Disclosure. This Agreement does not, and the documents and certificates
executed by the Sellers and/or Target or otherwise furnished by the Sellers and
Target to Purchaser do not contain any untrue statement of a material fact or
omit to state a material fact necessary in order to make the statements
contained herein or therein, in light of the circumstances under which they were
made, not misleading.
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ARTICLE IV
REPRESENTATIONS AND WARRANTIES
4. Representations and Warranties of Purchaser
Purchaser represents and warrants to the Sellers that:
4.1 Organization and Authority. Purchaser is a corporation duly incorporated,
validly existing and in good standing under the laws of the State of Nevada,
with the corporate power and authority to carry on its business as now being
conducted. The execution and delivery of this Agreement and the consummation of
the transactions contemplated in this Agreement have been, or will be prior to
closing, duly authorized by all requisite corporate actions on the part of
Purchaser. This Agreement has been duly executed and delivered by Purchaser and
constitutes the valid, binding, and enforceable obligation of Purchaser.
4.2 Ability to Carry Out Agreement. To the best of Purchaser's knowledge and
belief, the execution and performance of this Agreement will not violate, or
result in a breach of, or constitute a default in, any provisions of applicable
law, any agreement, instrument, judgment, order or decree to which Purchaser is
a party or to which Purchaser is subject. No consents of any persons under any
contract or agreement required to be disclosed pursuant to this Agreement are
required for the execution, delivery, and performance by Purchaser of this
Agreement.
4.3 The Shares. The securities to be issued pursuant to this Agreement will be
issued at Closing, free and clear of liens, claims, and encumbrances, and
Purchaser has all necessary right and power to issue the securities to the
Sellers as provided in this Agreement without the consent or approval of any
person, firm, corporation, or governmental authority.
4.4 Capitalization of Purchaser. The capitalization of Purchaser is, as of the
date hereof, comprised of Five Hundred Million shares (500,000,000) of which
stock Four Hundred Seventy Five Million (475,000,000) shares of the par value of
$.001 each are common stock and of which Twenty Five Million (25,000,000) shares
of the par value of $.001 each are preferred stock. As of the date hereof, the
Purchaser has not more that Four Hundred Thousand (400,000) shares of common
stock issued and outstanding, Two Million Eight Hundred Eighty Thousand
(2,880,000) shares of common stock reserved for issuance underlying warrants and
stock options, and Eighteen Million Six Hundred Seventy Six Thousand Three
Hundred Forty Seven (18,676,347) shares reserved for issuance upon conversion of
the Purchaser's 1,000,000 shares of issued and outstanding Series A Convertible
Preferred Stock. As of the date hereof, the Purchaser has designated Two Million
Five Hundred Thousand (2,500,000 shares of its preferred stock as Series A
Convertible Preferred Stock of which One Million (1,000,000) shares are issued
and outstanding. All issued and outstanding shares are legally issued, fully
paid, and non-assessable, and are not issued in violation of the preemptive or
other right of any person.
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4.5 Contracts. Except as disclosed pursuant to this Agreement or in Purchaser's
filings with the SEC, there are no contracts, actual or contingent obligations,
agreements, franchises, license agreements, or other commitments between
Purchaser and other third parties which are material to the business, financial
condition, or results of operation of Purchaser, taken as a whole. For purposes
of the preceding sentence, the term "material" refers to any obligation or
liability that by its terms calls for aggregate payments of more than $25,000.
4.6 Securities Laws. Purchaser represents that, except as disclosed, it has no
existing or threatened liabilities, claims, lawsuits, or basis for the same with
respect to its original stock issuance to its founders, any other issuance of
stock, or any dealings with its stockholders, the public, the brokerage
community, the SEC, any state regulatory agencies, or other persons. Purchaser
represents that all reports required to be filed pursuant to the '34 Act and any
applicable U.S. state "Blue Sky" laws have been filed.
4.7 Corporate Records. Copies of all corporate books and records, including, but
not limited to, any other documents and records of Purchaser relating to the
proceeding of its shareholders and directors will be provided to the Sellers
prior to Closing. All such records and documents are and will be complete, true,
and correct.
4.8 Approvals. Except as otherwise provided in this Agreement, no authorization,
consent, or approval of, or registration or filing with, any governmental
authority or any other person is required to be obtained or made by Purchaser in
connection with the execution, delivery, or performance of this Agreement.
4.9 Full Disclosure. The information concerning Purchaser, set forth in this
Agreement, and in Purchaser Disclosure Documents, is, to the best of Purchaser's
knowledge and belief, complete and accurate in all material respects and does
not contain any untrue statement of a material fact or omit to state a material
fact required to make the statements made, in light of the circumstances under
which they were made, not misleading.
4.10 Date of Representations and Warranties. Each of the representations and
warranties of Purchaser set forth in this Agreement is true and correct at and
as of the Closing Date, with the same force and effect as though made at and as
of the Closing Date, except for changes permitted or contemplated by this
Agreement.
ARTICLE V
CONDITIONS PRECEDENT TO SELLERS' OBLIGATIONS
5. Conditions Precedent to Obligations of the Sellers
All obligations of the Sellers under this Agreement are subject to the
fulfillment, prior to or as of the Closing Date, of each of the following
conditions:
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5.1 Representations and Warranties. The representations and warranties by
Purchaser set forth in this Agreement shall be true and correct at and as of the
Closing Date, with the same force and effect as though made at and as of the
Closing Date, except for changes permitted or contemplated by this Agreement.
Purchaser shall deliver on the Closing Date a certificate to this effect,
referred to as Purchaser's Certificate of Representations and Warranties.
5.2 No Breach or Default. Purchaser 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.
5.3 Action to Pay Purchase Price. Purchaser shall have taken all corporate and
other action necessary to issue and deliver the shares representing the Purchase
Price to the Sellers pursuant to this Agreement at Closing.
5.4 Company Disclosure Documents. Before Closing, Purchaser will have delivered
to the Sellers, or caused the delivery of, Purchaser's Disclosure Documents.
5.5 Approval of Other Instruments and Documents by the Sellers. All instruments
and documents delivered to the Sellers pursuant to the provisions of this
Agreement shall be reasonably satisfactory to their legal counsel.
5.6 Opinion of Counsel. Purchaser shall have delivered to the Sellers an opinion
of counsel dated the Closing Date to the effect that:
(A) Purchaser is duly organized, validly existing, and in good standing under
the laws of the United States, State of Nevada.
(B) Purchaser has the corporate power to conduct business and, specifically, to
carry on its business as now being conducted and is duly qualified to do
business in the United States, State of Nevada.
(C) All corporate actions and director approvals have been properly obtained and
completed by Purchaser, to the extent, if any, that they are necessary, for all
actions required under this Agreement prior to Closing.
(D) This Agreement has been duly authorized, executed, and delivered by
Purchaser and is a valid and binding obligation of Purchaser and, in this
regard, Purchaser shall provide the Sellers at Closing with a copy of the
resolution or resolutions of the Board of Directors of Purchaser, approving and
authorizing the issuance by Purchaser of the shares upon the terms and
conditions herein set forth.
ARTICLE VI
CONDITIONS PRECEDENT TO PURCHASERS' OBLIGATIONS
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6. Conditions Precedent to Obligations of Purchaser
All obligations of Purchaser under this Agreement are subject to the
fulfillment, prior to or as of the Closing Date, of each of the following
conditions:
6.1 Representations and Warranties. The representations and warranties executed
by and on behalf the Sellers set forth in this Agreement shall be true and
correct at and as of the Closing Date, with the same force and effect as though
made at and as of the Closing Date, except for changes permitted or contemplated
by this Agreement. The Sellers shall cause to be delivered on the Closing Date
the certificate to this effect, referred to in this Agreement as the Certificate
of Representations and Warranties executed by each Seller.
6.2 Action to Transfer the Target Capital Stock. The Sellers shall have taken
all action necessary to transfer the Target Capital Stock to Purchaser pursuant
to this Agreement. In this regard, the conveyance(s) of the Target Capital Stock
shall contain such good and sufficient stock powers, and other good and
sufficient instruments of sale, conveyance, transfer, and assignment, in form
and substance reasonably satisfactory to Purchaser's counsel and with all
requisite documentary stamps, if any, affixed, as shall be required or as may be
appropriate in order effectively to vest in Purchaser's good, indefeasible, and
marketable title to the Target Capital Stock free and clear of all liens,
mortgages, conditional sales, and other title retention agreements, pledges,
assessments, covenants, restrictions, reservations, easements, and all other
encumbrances of every nature.
In addition to the conveyance and delivery of the Target Capital Stock, the
Sellers shall have taken all action necessary to deliver all of Target's
corporate books and records, including but not limited to its files, documents,
papers, agreements, formulas, books of account, and records pertaining to its
business, and evidence of compliance with applicable securities laws, if
required and requested by Purchaser's counsel.
6.3 Target's Financials. Before Closing, the Sellers will have delivered the
Financial Statements to Purchaser.
6.4 Opinions, Affidavits and Declarations of the Sellers. The Sellers or Target
shall have delivered to Purchaser an opinion of qualified legal counsel
reasonably satisfactory to Purchaser, and its counsel and auditors, dated as at
the Closing Date, that:
(A) Target is duly organized, validly existing, and in good standing under the
laws of the State of Texas.
(B) Target has the corporate power to carry on its business as now being
conducted and is duly qualified to do business in any other jurisdiction where
required or where the non-qualification to do business would have a material
adverse affect on the value of its business.
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(C) All action and approvals required in connection to the transfer of the
Target Capital Stock to Purchaser have been properly taken, completed or
obtained by the Sellers and/or Target, to the extent, if any, that they are
necessary.
6.5 Debt Conversion and Funding Agreement. Purchaser shall have reached a
binding agreement with third party creditors and investors of Target to convert
$487,142.33 of existing debt into 974,285 shares of Purchaser's Series A
Convertible Preferred Stock and to purchase 525,715 additional shares of
Purchaser's Series A Convertible Preferred Stock for a further investment of
$262,857.67 during the next 90 days.
ARTICLE VII
COVENANTS BY THE SELLERS
7. Covenants and Agreements of the Sellers
Up to and including the Closing Date, the Sellers covenant that:
7.1 Access and Information. After the execution of this Agreement, the Sellers
will permit Purchaser to have reasonable access to all information necessary to
verify the representations and warranties made herein. After the Closing, the
Sellers will continue to permit Purchaser access to such additional
documentation and information as is reasonably necessary to completion of the
transactions contemplated under this Agreement.
7.2 Conduct of Business as Usual. Up until the Closing Date, the Sellers shall
insure that Target's operations shall be conducted only in the usual and
ordinary course, and that no change will be made to such operations that might
adversely affect the value of the Target Capital Stock to be transferred to
Purchaser.
7.3 Best Efforts. The Sellers shall use their best efforts to fulfill all
conditions of the Closing including the timely solicitation of affirmative
consent of all third parties necessary to effect a Closing under this Agreement.
7.4 Tax Opinion. The Sellers shall consult with tax advisors, tax lawyers and
accountants of their own choosing to satisfy themselves concerning the tax
character of the transactions contemplated by this Agreement. The Sellers
acknowledge that tax consequences, if any, of this Agreement shall be the
responsibility of the party incurring the same.
ARTICLE VIII
COVENANTS BY THE PURCHASER
8. Covenants and Agreements of Purchaser
Up to and including the Closing Date, Purchaser covenants that:
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8.1 Maintenance of Capital Structure. Up until the Closing Date, or termination
hereof, whichever is the earlier, except as disclosed herein or required under
the terms of this Agreement, no change shall be made in the Articles of
Incorporation or Bylaws of Purchaser, or the authorized capital stock of
Purchaser.
8.2 Avoidance of Distributions. Up until the Closing Date, Purchaser shall not
declare any dividends, make any payments or distributions to its stockholders or
purchase for cash or redeem any of its shares of capital stock.
8.3 Conduct of Business as Usual. Up until the Closing Date, Purchaser shall
conduct its operations only in the usual and ordinary course, and that no change
will be made to such operations that might adversely affect the value of
Purchaser.
8.4 Access and Information. After the execution of this Agreement, Purchaser
will permit the Sellers to have reasonable access to all information necessary
to verify the representations and warranties of Purchaser. After the Closing,
Purchaser will continue to permit the Sellers access to such additional
documentation and information regarding Purchaser as is reasonably necessary to
completion of the transactions contemplated under this Agreement.
8.5 Best Efforts. Purchaser shall use its best efforts to fulfill or obtain the
fulfillment of all conditions of the Closing, including the timely solicitation
of affirmative consent of all third parties necessary to effect a Closing under
this Agreement.
ARTICLE IX
TERMINATION PROVISIONS
9. Termination
9.1 Termination Without Cause. This Agreement may be terminated at any time
prior to the Closing Date without cost or penalty to either party by mutual
consent of the Sellers and Purchaser.
9.2 Termination with Cause
This Agreement may be terminated, with the terminating party to be reimbursed by
the other party of all expenses and costs related to this Agreement, if:
(A) Breach or Noncompliance by the Sellers. The Sellers shall fail to comply in
any material aspect with any of their representations, warranties, or
obligations under this Agreement, or if any of the representations or warranties
made by the Sellers under this Agreement shall be inaccurate in any material
respect and is not cured within ten (10) business days of notice of such breach.
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(B) Breach or Noncompliance by Purchaser. Purchaser shall fail to comply in any
material aspect with any of its representations, warranties, or obligations
under this Agreement, or if any of the representations or warranties made by
Purchaser under this Agreement shall be inaccurate in any material respect and
is not cured within ten (10) business days of notice of such breach.
ARTICLE X
SECURITIES LAW DISCLOSURE CLAUSES
10. Securities Registration; Disclosure
10.1 Private Transaction. The Sellers understand that the shares issued pursuant
to this Agreement, have not been nor will they be registered under the
Securities Act of 1933 as amended ("33 Act"), but are issued pursuant to
exemptions from registration including but not limited to Regulation D and
Section 4(2) of the '33 Act.
10.2 Access to Information. The Sellers represents that, by virtue of their
economic bargaining power or otherwise, they have had access to or has been
furnished with, prior to or concurrently with Closing, the same kind of
information that would be available in a registration statement under the '33
Act should registration of the shares issued pursuant to this Agreement have
been necessary, and that they have had the opportunity to ask questions of and
receive answers from Purchaser's officers and directors, or any party acting on
their behalf, concerning the business of Purchaser and that they have had the
opportunity to obtain any additional information, to the extent that Purchaser
possesses such information or can acquire it without unreasonable expense or
effort, necessary to verify the accuracy of information obtained or furnished by
Purchaser.
ARTICLE XI
MISCELLANEOUS PROVISIONS
11. Miscellaneous Provisions
11.1 Survival of Representations and Warranties. 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 one (1) year from the Closing Date. The Sellers and Purchaser are executing
and carrying out the provisions of this Agreement in reliance on the
representations, warranties, and covenants and agreements contained in this
Agreement or at the Closing of the transactions herein provided for including
any investigation upon which they 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.
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11.2 Costs and Expenses. Subject to paragraph 9 herein, all costs and expenses
in the proposed sale and transfer described in this Agreement shall be borne by
the Sellers and Purchaser in the following manner:
(A) Attorneys Fees and Costs. Each party has been represented by its own
attorney(s) in this transaction, shall pay the fees of its own attorney(s),
except as may be expressly set forth herein to the contrary.
(B) Costs of Closing. Each party shall bear its reasonable share of all other
Closing costs and expenses arising from this Agreement.
11.3 Further Assurances. At any time and from time to time, after the effective
date, each party will execute such additional instruments and take such action
as may be reasonably requested by the other party to confirm or perfect title to
any property transferred hereunder or otherwise to carry out the intent and
purposes of this Agreement.
11.4 Waiver. Any failure of any party to this Agreement 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. The failure of any party to this
Agreement to enforce at any time any of the provisions of this Agreement shall
in no way be construed to be a waiver of any such provision or a waiver of the
right of such party thereafter to enforce each and every such provision. No
waiver of any breach of or non-compliance with this Agreement shall be held to
be a waiver of any other or subsequent breach or non-compliance.
11.5 Headings. The paragraph and subparagraph headings in this Agreement are
inserted for convenience only and shall not affect in any way the meaning or
interpretation of this Agreement.
11.6 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.
11.7 Governing Law. This Agreement shall be governed by the laws of the United
States, State of Texas.
11.8 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.
11.9 Entire Agreement. This Agreement contains the entire agreement between the
parties hereto and supersedes any and all prior agreements, arrangements, or
understandings between the parties relating to the subject matter of this
Agreement. No oral understandings, statements, promises, or inducements contrary
to the terms of this Agreement exist. No representations, warranties, covenants,
or conditions, express or implied, other than as set forth herein, have been
made by any party.
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11.10 Severability. If any part of this Agreement is deemed to be unenforceable
the balance of the Agreement shall remain in full force and effect.
11.11 Amendment. This Agreement may be amended only by a written instrument
executed by the parties or their respective successors or assigns.
11.12 Facsimile Counterparts. A facsimile, telecopy or other reproduction of
this Agreement may be executed by one or more parties hereto and such executed
copy may be delivered by facsimile of similar instantaneous electronic
transmission device pursuant to which the signature of or on behalf of such
party can be seen, and such execution and delivery shall be considered valid,
binding and effective for all purposes. At the request of any party hereto, all
parties agree to execute an original of this Agreement as well as any facsimile,
telecopy or other reproduction hereof.
11.13 Time is of the Essence. Time is of the essence of this Agreement and of
each and every provision hereof.
[continued on following page]
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IN WITNESS WHEREOF, the parties have executed this Agreement the day and year
first above written.
"Purchaser"
ERF Wireless, Inc.
By: /s/ R. Xxxx Xxxxx
-----------------
Name: R. Xxxx Xxxxx
Title: Chief Executive Officer
"The Sellers"
By: /s/ H. Xxxx Xxxxxx September 30, 2004
------------------------
Name: H. Xxxx Xxxxxx
40% stockholder
By: /s/ Xxxxxxxxxxx X. Xxxxx September 30, 2004
------------------------
Name: Xxxxxxxxxxx X. Xxxxx
40% stockholder
By: /s/ Xxxxxx Xxxx September 30, 2004
------------------------
Name: Xxxxxx Xxxx
10% stockholder
By: /s/ Xxxx Xxxxx September 30, 2004
------------------------
Name: Xxxx Xxxxx
10% stockholder
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