TRACCS SOFTWARE PURCHASE AGREEMENT
TELEMETRIX RESOURCE GROUP LTD., a Nova Scotia corporation ("Seller"),
TELEMETRIX INC., a Delaware corporation ("Parent"), and NEXTECH CATALYSTS INC.
("Buyer"), execute this TRACCS SOFTWARE PURCHASE AGREEMENT ("Contract")
effective as of August 31, 2000 ("Contract Date").
WHEREAS, Seller owns the Telemetrix Revenue Awareness Customer Care System
("TRACCS") software for telecommunications customer billing & management
services;
WHEREAS, Seller provides telecommunications customer billing & management
services using TRACCS (the "Business");
WHEREAS, Parent is Seller's ultimate corporate parent;
WHEREAS, Buyer holds common stock of Xxxxxxxxx.xxx Inc. ("Superwire");
WHEREAS, Buyer, Seller and Parent propose that Buyer acquire TRACCS and
associated assets and assume selected liabilities of the Business in exchange
for Superwire common stock owned by Buyer;
NOW, THEREFORE, in consideration of the mutual promises and covenants of
this Contract, the receipt and sufficiency of which is hereby acknowledged, the
parties agree:
1. Sale of TRACCS Assets. Seller hereby sells for the consideration set
forth in Section 5 of this Agreement, assigns, and delivers to Buyer the assets
identified in Schedule 1 (the "TRACCS Assets") and transfers the Approved
Contracts identified on Schedule 3 assumed liabilities identified in Schedule 4.
Except as identified in Schedule 1, all TRACCS Assets shall be transferred free
and clear of all liens and encumbrances.
2. Responsibility for Accounts Receivable. Seller shall retain ownership of
all accounts receivables identified in Schedule 2 ("Accounts Receivables"). All
Accounts Receivables arising from Seller's operation of the Business prior to
August 31, 2000, including, but not limited to, the Accounts Receivable shown in
Schedule 2, shall belong to Seller and those Accounts Receivable arising from
the operation of the Business by Buyer after September 1, 2000 shall belong to
Buyer. Buyer shall, for a period of ninety (90) days following August 31, 2000,
have the obligation to collect Seller's accounts receivable as Seller's agent
without commission or compensation. Buyer shall use its best efforts, short of
instituting legal action, to collect such Accounts Receivable. Buyer will not,
without the consent of the Seller, compromise to settle for less than full
value, any such Accounts Receivable, and, during the nine-day (90) period, all
moneys collected from any customer indebted to Seller shall first be applied to
such customer's account with Seller, provided, however, in the event Buyer shall
discover that any of Seller's Accounts Receivable are disputed in good faith by
the customer, Buyer shall promptly notify the Seller in writing. Seller shall
have at least ten (10) days from receipt of such notice to investigate and/or
object said such Accounts Receivables, and if, at the end of such period, the
matter shall not have been resolved, Buyer shall return such Accounts Receivable
to Seller and may thereafter deal with customers as if they were not indebted to
Seller, without the obligation of applying any funds subsequently received from
such customer to its account with Seller. Buyer shall account to Seller with
respect to the collection of Seller's Accounts Receivables and remit to Seller
the amount due Seller every seven (7) days during the ninety (90)-day period in
which Buyer shall collect Seller's Accounts Receivables. Buyer shall remit by
wire transfer all Amounts collected under this section.
For credit to National Bank of Commerce: ABA Routing 000000000
For further credit for Valley Bank and Trust: 7952000350
For final credit for Telemetrix Inc. Account: 167882
The parties understand that Schedule 2 lists outstanding invoices and estimates
of invoices which will be posted to Seller's customers for work completed
through August 31, 2000 (the "Accounts Receivable Date") but does not include
any work in progress after the Accounts Receivable Date.
3. Assignment of Approved Contracts. Seller assigns all of its rights and
interests to the leases, leasehold interests or contracts identified in Schedule
3 ("Approved Contracts"): Approved Contracts listed in Schedule 3 are hereby
assigned to Buyer; Approved Contracts listed in Schedule 3.A will be
automatically assigned to Buyer after Seller receives all requisite consents
necessary to assign those Approved Contracts. Only the Approved Contracts will
be transferred to Buyer; Buyer will not have any liability for any contractual
obligation of Seller not expressly listed in Schedule 3.
4. Assumption of Liabilities. Buyer hereby assumes the liabilities
identified in Schedule 4 ("Assumed Liabilities"). Buyer does not assume or have
any liability for any obligation or liability of Seller not identified in
Schedule 4.
5. Transfer of Superwire Stock to Parent. Buyer hereby transfers 1 million
shares of Xxxxxxxxx.xxx, Inc. ("Superwire") common stock (the "Superwire Stock")
to Parent (an Executed Stock Power is attached as Exhibit 5). Parent agrees not
to sell the Superwire Stock before January 1, 2001.
6. Additional Superwire Stock to Parent. If the closing price for
Superwire's common stock does not exceed ten dollars ($10.00) by January 1,
2001, then Buyer must transfer additional Superwire Stock to parent, so that the
parent will own ten million dollars ($10,000,000) of Superwire common stock,
such value to be based on the average closing price of Superwire common stock
ten (10) consecutive trading days preceding February 1, 2001, provided, however,
that the number of additional shares of Superwire common stock Buyer must
transfer to Seller, pursuant to this Section 6 and shall not exceed Five Hundred
Thousand (500,000) shares.
7. Seller's Representations & Warranties. Seller represents and warrants
that, to its actual knowledge after reasonable inquiry ("Knowledge"):
7.1. Corporate Organization and Good Standing. Seller is duly
organized, validly existing and in good standing under the laws
of Nova Scotia.
7.2. Ownership of Assets. Except as listed in Schedules 1, 2 & 3,
Seller has exclusive ownership of the TRACCS Assets, Accounts
Receivable and Approved Contracts, including all associated
intellectual property rights.
7.3. Corporate Authority. Seller has full corporate power and
authority to enter into this Contract and to perform its
obligations.
7.4. No Litigation. Except as identified in the Schedules, there is no
litigation, proceeding, investigation pending or threatened that
involves the TRACCS Assets, Accounts Receivable, Approved
Contracts or Assumed Liabilities.
7.5. Report by Management Network Group. Seller provided Buyer with a
true and correct copy of the report by the Management Network
Group that evaluated TRACCS. Seller does not represent or warrant
as to the accuracy of that report.
2
8. Parent's Representations & Warranties. Parent represents and warrants
that:
8.1. Accredited Investor. Parent has over $5 million in total assets
and therefore is an "accredited investor" as defined in SEC Rule
501(a).
8.2. Corporate Organization and Good Standing. Parent is duly
organized, validly existing and in good standing under the laws
of Delaware.
8.3. Ownership of Seller. Parent indirectly owns 100% of Seller's
voting stock and can direct Seller to enter into this Contract
and to perform its obligations.
8.4. Corporate Authority. Parent has full corporate power and
authority to enter into this Contract and to perform its
obligations.
9. Buyer's Representations and Warranties. Buyer represents and warrants
that:
9.1. Corporate Organization and Good Standing. Buyer is duly
organized, validly existing and in good standing under the laws
of the Province of Ontario, Canada.
9.2. Corporate Authority. Buyer has full corporate power and authority
to enter into this Contract and to carry out its obligations.
9.3. Ownership of Superwire Shares. Buyer has exclusive ownership
rights to the Superwire Shares. The Superwire Shares are duly
authorized, issued, fully paid and non-assessable.
9.4. Rule 144(k) Qualification. Buyer has owned the Superwire Shares
since its date of incorporation and acquired the Superwire Shares
from a non-affiliate of Superwire. Buyer is not an affiliate of
Superwire.
9.5. Superwire Disclosure. Buyer caused Superwire to provide the
Disclosure Information specified in the Superwire's. Officer's
Certificate (Exhibit 6).
9.6. No Litigation. There is no litigation, proceeding, investigation
pending or threatened that involves the Superwire Shares.
9.7. Officer's Certificates. Buyer shall cause Superwire to deliver
and execute the Xxxxxxxxx.xxx Officer's Certificate representing
and warranting certain matters as set forth in Exhibit 6.
10. Further Assurances. Each party will execute such additional instruments
and take such other actions requested by another party in order to effectuate
this Contract.
11. Governing Law. This Contract shall be governed by and construed and
enforced in accordance with the laws of the State of Nebraska.
12. Arbitration of Disputes. All disputes arising from this Agreement will
be submitted to binding arbitration in accordance with the Expedited Procedures
of the American Arbitration Association's Commercial Arbitration Rules. The
arbitration will be held in Denver, Colorado. The Arbitrator's decisions must be
delivered in writing supported by written findings of fact and conclusions of
law. Any competent court may enter judgment upon the Arbitrator's awards. The
prevailing party, as part of its damages, shall be entitled to recover its legal
fees and expenses incurred in such action from the losing party.
13. Construction and Interpretation. Unless the context requires otherwise,
words denoting the singular may be construed as denoting the plural and the
words of the plural may be construed as denoting the singular as is appropriate.
The terms "include" and "including" mean "including without limitation". The
term "laws" include constitutions, statutes, rules, regulations, codes, plans,
injunctions, judgments, orders, decrees, rulings, restrictions and charges; a
reference to a specific statute also refers to regulations relating to that
statute. An "Affiliate" of a party means any person (individual or entity) that
directly, or indirectly through one or more intermediaries, controls, is
3
controlled by or is under common control with the party. The section titles are
stated only for convenience and shall not control or affect the interpretation
or construction of any provision of this Contract. If any particular provision
of this Contract is found to be invalid or unenforceable, it is to that extent
deemed to be omitted in the particular jurisdiction(s) where the provision is
invalid or unenforceable and the remaining provisions of this Contract shall not
be affected by such omission. No provision of this Contract shall be altered,
amended, revoked or waived, except by an instrument in writing signed by all
parties. A waiver of a breach of any provision of this Contract shall not
operate or be construed as a waiver of any subsequent or other breach. This
Contract may be executed in one or more counterparts, each of which shall be
deemed an original but all of which together will constitute a single
instrument; provided, however, that this Contract shall not become binding upon
any of the parties unless and until counterparts are executed by all parties.
Each such counterpart shall be considered an original. A facsimile signature
shall constitute an original signature.
14. Entire Agreement. This Contract sets forth the entire agreement and
understanding of the parties and supersedes all prior understandings, agreements
or representations by or between the parties, whether written or oral.
IN WITNESS WHEREOF, after reading and understanding its terms, each party's
duly authorized representative has executed this Contract.
SELLER: TELEMETRIX RESOURCE GROUP LTD.,
a Nova Scotia corporation
By: /s/ Xxxxxxxxxx XxXxx
-----------------------------------------
Xxxxxxxxxx XxXxx, President
PARENT: TELEMETRIX INC., a Delaware corporation
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------
Xxxxxxx X. Xxxxx, Chief Executive Officer
BUYER: NEXTECH CATALYSTS INC.,
an Ontario, Canada corporation
By: /s/
-----------------------------------------
Secretary
4
SCHEDULE 1: BUSINESS ASSETS
A. Business Assets not subject to Liens:
1. Telemetrix Revenue Awareness Customer Care System ("TRACCS") Software
2. Furniture:+ Area Quantity Description
----------- ---- -------- -----------
Financial 1 work station
1 desk chair
Secretarial station 1 wooden 2 piece desk
1 desk chair
Exec office 1 table
1 3 piece wooden desk
1 desk chair
6 table chairs
1 bookcase
1 wall cupboard
1 wood credenza
G Xxxxxxx 2 visitor chairs
1 desk chair
1 2 drawer file cabinet
1 2 piece wood desk
L Xxxxxxx 2 visitor chairs
2 desk chair
2 2 drawer file cabinet
1 2 piece wood desk
N Jamshed 2 visitor chairs
1 desk chair
1 4 drawer file cabinet
1 wood desk
1 small wood table
Printer 1 wood credenzas
Workstations 17
Chairs 10
File cabinets 3 four drawer
Meeting room 1 long wood table chairs
----------------------------
+ The Call center furniture belongs to Mondetta, which had loaned it to Seller.
SCHEDULE 1: BUSINESS ASSETS
(continued)
A. Business Assets not subject to Liens: (continued)
3. Computers:
---------
Type Mfr. Model Serial Number
---- --- ----- -------------
Xxxxxxx Xxxx X0000X 66746-JDUUQ-68
Desktop Dell VCDTS21348-2M 8490309879
Laptop Toshiba PAS250CA 7801270
Desktop Compaq 491 615CBQ3AAQ77
Laptop IBM 2640-40U 78-RB533
Desktop IBM Netfinity 3000
Desktop Dell E80HQ
Desktop Dell PowerEdge 2200
Desktop IBM 6892 235YMME
Desktop Acer M11E/H71 83016143AQ
Desktop Dell PowerEdge 2300
Desktop IBM Netfinity 3000
Desktop Compaq
Laptop Acer Extensa 9147A015019110013BM
Laptop Dell Insprion 3200 5119C
Desktop IBM 8G84610952
Desktop IBM 6892 23N7579
Laptop Acer Extensa 9145B01605903002F4K
Desktop IBM 6892 23N7798
Desktop IBM 6892 23N8017
Desktop IBM 6892 23N7616
Desktop Dell PowerEdge 2200
Desktop Dell OptiPlexGx1p 46EZA
Desktop Dell PowerEdge 2300
Desktop Dell E80HR
Laptop Dell
4. Business Solutions AS 400 Computer
Equipment Type/Part# Quantity Serial Number
-------------------- -------- -------------
AS 400 Terminals 10 unknown
9406 E35 10-29261
9337 240 10-19110
10-16442
10-11073
10-14683
020 10-03464
10-12225
10-07467
10-05146
X00 0000 10-25129
9337 020 10-02781
9337 020 10-04176
9337 10-11626
9337 10-05288
9337 10-05848
9406 5042 10-05118
9406 5042 10-01095
9336 020 10-16168
Proprietary System Software
Telemetrix Revenue Assurance and Customer Care System:
- all program source code
- all procedures
- all utilities
- all user documentation
- all system documentation
- all P.C. related support code and utilities
Pre-Paid Unlimited Usage Plan:
- all program source code
- all procedures
- all utilities
- all user documentation
- all system documentation
- all P.C. related support code and utilities
- all Database engines compilers, utilities
- all 3rd Party support software
- all AS/400 related support code and utilities
AS/400 Hardware/System Software Inventory
AS/400 Model D-60 Processor s/n 9406-FC5042-05288
Storage rack s/n 10-00A6445
Storage rack s/n 10-00A4467
Storage rack s/n 10-00B0529
Storage rack s/n 10-25129
Storage rack s/n 10-04176
AS/400 Model E-35 Processor s/n 0000-00-00000
Storage rack s/n 00-0000000
AS/400 Model B-35 Processor s/n 0000-00-0000000
Storage rack s/n 00-0000000
All AS/400 Terminals, Routers, Hubs, and Cables
Powerware plus UPS (uninterruptible power supply) 3 racks s/n B0482A0133
QMS 3225 laser printer s/n Q0078268
QMS 3225 laser printer s/n Q0052595
IBM 3812 laser printer s/n 40707P170P
All Operating systems, Compilers, and Support Utilities
All AS/400 based 3rd Party support software
SCHEDULE 1: BUSINESS ASSETS
(continued)
A. Business Assets not subject to Liens: (continued)
4. Business Solutions AS 400 Computer (continued)
----------------------------------
Equipment Type/Part# Quantity Serial Number
-------------------- -------- -------------
9336 10-31584
10-01528
10-09113
10-12903
10-13204
10-11981
10-15510
10-06011
10-02579
10-22468
9337 10-13499
10-12322
10-18749
10-17457
10-04252
10-03448
XXX Xxxxx
XXX 0000 00000
XXX0000 1353947
9347 38005
9406 B35 10-28201
9336 010 10-07227
10-04226
10-01795
10-01790
10-05392
10-08702
Power Xxxx Plus UPS BQ48280113
9347-001 10-09871
Printers QMS3225 2
SCHEDULE 1: BUSINESS ASSETS
(continued)
B. Business Assets subject to Liens:
Asset Lienholder Associated Document
----- ---------- -------------------
None Identified
C. Assets specifically retained by TRG
1. Computers:
---------
Type Mfr. Model Serial Number
---- --- ----- -------------
Laptop Acer 330 9140C0100591500383M
Lapton Acer Extensa 9147A0132182900501M
Desktop IBM 6892 23N8221
Laptop++ IBM 2640 78N544
2. Furniture: Area Quantity Description
---------- ---- -------- -----------
M XxXxx 1 3-piece wood desk
1 Desk chair
4 Visitor chairs
1 Credenza
G Xxxxxxx 1 2-piece desk
1 credenza
2 visitor chairs
1 desk chair
Financial 1 desk chair
1 visitor chair
1 workstation
2 2-drawer file cabinet
1 4-drawer file cabinet
Display Booth 1 10'x10' Nimlok with accessories
-------------------------
++ With Oz Xxxxx In Winnepeg.
SCHEDULE 2: ACCOUNTS RECEIVABLES
As of August 31, 2000
Name Total Due
Christian Telecom Network US $ 8,629.63
Commonwealth US $ 5,008.21
Comtel Communications US $ 73,981.18
FON Digital Network US $ 0.00
Mondetta Telecommunications US $ 73,683.63
Promise Net International US $ 20,752.45
TransNet Connect US $ 7,642.33
UC Hub Inc. US $ 13,415.07
TOTAL US $ 203,112.50
Less Mondetta -73,683.63
Accounts Receivable Balance
Due on Closing 129,428.87
----------
NOTES
SCHEDULE 3: APPROVED CONTRACTS
A. Contracts immediately assignable:
1. Photocopier and fax machine lease (with Image Financial (formally OE
--------------------------------- Canon Leasing)).
2. Customer Contracts
------------------
Comtel
UCHub (to be signed)
Transnet Connect
CTN
CommonWealth/Wordlink
FON Digital
PromiseNet
Canyon Telecom
Technology Depot (inactive)
USA Digital (inactive)
3. Other Contracts: Xxxx Xxxx Employment Agreement
---------------
B. Contracts to be assigned after receiving requisite consents:
1. Dell computer leases:
--------------------
Lease Monthly
Lease No. Mfr. Product Serial Number Term Started Expires Payment
--------- ---- ------- ------------- ---- ------- ------- -------
270158-003 Dell Inspiron 3200 5119C 2 years 10/1/98 10/1/00 $215.96
270158-004 Dell Inspiron 2 years 2/1/00 2/1/01 $294.09
270158-006 Dell SQL Server E80HR 3 years 4/5/00 4/5/03 $576.84
2. IAC computer leases:
-------------------
Lease Monthly
Lease No. Mfr. Product Serial Number Term Started Expires Payment
--------- ---- ------- ------------- ---- ------- ------- -------
Schedule IBM 8484610952
IBM 6892 23N7579
Acer Extensa 9145B01605903002F4K
IBM 6892 23N7798
IBM 6892 23N8017
IBM 6892 23N7616
Dell OptiPlexGx1p 4EZA
SCHEDULE 3: APPROVED CONTRACTS
(continued)
B. Contracts to be assigned after receiving requisite consents: (continued)
2. IAC computer leases:
-------------------
Monthly
Lease No. Product Term Started Expires Rent GST PST Payment
--------- ------- ---- ------- ------- --------- --- --- -------
Schedule A 3 years 12/5/98 12/5/01 $705.78
Schedule B 3 years 1/1/99 1/1/02 $436.20
Schedule C 3 years 12/5/98 3/13/02 $567.49
3. Rented Equipment for Business Solutions AS 400
----------------------------------------------
Equipment Type/Part# Serial Number
-------------------- -------------
9406 D60 10-AS712
9406 5042 10-02005
9337 240 10-18707
10-18654
10-18099
10-36799
SCHEDULE 4: ASSUMED LIABILITIES
A. All Liabilities incurred after Closing on the TRACCS Assets and Approved
Contracts.
B. All personal property taxes with respect to the TRACCS Assets and Approved
Contracts after Closing.
C. The following Employee at the salary indicated and employment contract, as
noted:
Name Salary CPP/EI Comments
---- ------ ------ --------
Xxxx Xxxx $5,458.33 $392.14 Employment contract
EXHIBIT 5: STOCK POWER AND ASSIGNMENT FOR BUYER'S SUPERWIRE STOCK
FOR VALUE RECEIVED, Nextech Catalysts Inc , ("Assignor"), does hereby
transfer unto Telemetrix Inc., a Delaware corporation ("Transferee"), 1,000,000
common shares (the "Shares") of XXXXXXXXX.XXX, INC., a Nevada corporation (the
"Corporation"). The Shares are registered in Assignor's name on the
Corporation's stock records and are represented by attached Stock Certificate
No. . Assignor hereby irrevocably appoints the Corporation's corporate
Secretary, with full power of substitution, as attorney-in-fact to transfer the
Shares on the Corporation's stock records.
ASSIGNOR: NEXTECH CATALYSTS INC.
By:
--------------------------------------
--------------------------- )
) ss.
--------------------------- )
________________________________ personally appeared before me and provided
me with satisfactory evidence of his identity. After being duly sworn, he stated
he is the _______________________of Nextech Catalysts Inc. ("Assignor"),
executed the foregoing STOCK POWER AND ASSIGNMENT ("Document") in his capacity
as Assignor's Partner, and certified that by his execution of this Document
Assignor executed and verified this Document.
WITNESS my hand and official seal.
Notary Public
-------------------------------
My commission expires:
----------------------
EXHIBIT 6: SUPERWIRE OFFICER'S CERTIFICATE
The undersigned ("Executive") hereby certifies that he is the duly elected,
qualified, and serving President of XXXXXXXXX.XXX, INC., a Nevada corporation
("Company"). Company represents and warrants that, on the day of this
Certificate:
1. Corporate Organization and Good Standing. Company is duly organized,
validly existing and in good standing under the laws of Nevada.
2. Nextech Catalysts Inc. ("Buyer") owns at least one million shares of the
Company's common stock. The stock owned by Buyer was duly authorized and issued
and is fully paid and nonaccessable. Buyer's owned that Company stock since its
date of the incorporation. Buyer is not a Company affiliate "as defined in SEC
Rule 144(a)(1)," the Buyer has never been a Company affiliate, and Buyer did not
acquire the Company stock referred to in this paragraph from a Company
Affiliate.
3. Company provided TELEMETRIX RESOURCE GROUP LTD. ("Seller") and
TELEMETRIX INC., a Delaware corporation ("Parent") with documents and
information about the Company ("Disclosure Information"). That Disclosure
Information:
3.1. is accurate and complete;
3.2. includes all public information specified in SEC Rule 144(c)(2);
3.3. contains all documents and information provided to either the SEC or
the National Association of Securities Dealers ("NASD");
3.4. does not make any untrue statement of a material fact or omit to state
a material fact necessary in order to make the statements made, in the
light of the circumstances under which they were made, not misleading;
Since the date of the Disclosure Information, there has been no material adverse
change in the Company's business, financial condition, properties, results of
operations or prospects.
4. No material litigation or other material proceeding has been commenced
by any person or governmental agency relating to the offering of Company's
common stock or against the Company or its properties which is material to the
Company's business, financial condition, properties, results of operations or
prospects.
Company provides this Officer's Certificate in accordance with Section 10
of the TRACCS Software Purchase Agreement, dated August 11, 2000, among
TELEMETRIX RESOURCE GROUP LTD., TELEMETRIX INC., a Delaware corporation
("Parent"), and Nextech Catalysts Inc. Buyer.
IN WITNESS WHEREOF, I execute this Certificate as of August 31, 2000.
XXXXXXXXX.XXX, INC., a Nevada corporation
By:
--------------------------------------
President
