STOCK PURCHASE AGREEMENT
------------------------
THIS STOCK PURCHASE AGREEMENT (the "Agreement"), dated as of August 7,
1998 (the "Execution Date"), by and among SJI GROUP, INC., a Florida corporation
("SJI") and ISLEUTH. COM, INC., a Florida corporation (the "Company or
"Isleuth").
PRELIMINARY STATEMENTS
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1. SJI owns one hundred percent (100%) of MAVERICK COMMUNICATIONS
CORP., a Florida corporation ("MAVERICK") and accordingly, the contemplated
transaction will inure to their direct benefit.
2. MAVERICK owns the rights to acquire the Internet Sleuth, which is a
search engine on the Internet.
3. SJI is desirous of selling its stock of MAVERICK in exchange for the
Company's payment to SJI of the Purchase Price (as defined below).
AGREEMENT
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In consideration of the respective representations, warranties,
agreements and covenants in this Agreement and subject to the conditions
contained in this Agreement, the parties, intending to be legally bound, agree
as follows:
ARTICLE I
Transfer and Assignment of MAVERICK's Stock
-------------------------------------------
Section 1.1 Sale and Purchase of Stock. On the terms and subject to the
conditions set forth in this Agreement, SJI hereby agrees to sell, assign and
transfer to the Company and the Company agrees to purchase from SJI, on the
Closing Date (as hereinafter defined), all of the issued and outstanding shares
of common stock of MAVERICK, all of which are owned by SJI ("Shares"). At
Closing, SJI shall deliver the Shares to Isleuth, which certificates shall be
duly endorsed in blank by SJI, or, in lieu thereof, shall have affixed thereto
a stock power executed in blank and in proper form for transfer. The Shares
shall be free and clear of any encumbrances.
ARTICLE II
Purchase Price for the Shares.
------------------------------
Upon the terms and subject to the conditions of this Agreement, the
parties agree that the purchase price for SJI's Shares, which shall be payable
as follows: The Company shall issue 1,500,000 shares of its Common Stock to SJI.
Said Common Stock shall be Rule 144 Stock. All provisions of Rule 144 shall be
applicable. Said 1,500,000 shares of Common Stock shall not be affected by the
Company's Reverse Stock Split. The Company shall also issue 1,000,000 shares of
Preferred Stock to SJI. The transaction shall be considered a tax free exchange
of shares and the parties hereto agree to use their best efforts to accomplish a
tax free exchange.
ARTICLE III
Closing
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Section 3.1 Time and Place of the Closing. The closing of the
transactions contemplated by this Agreement (the "Closing") shall take place at
the offices of Xxxxxxxxx & Xxxxxxxxx, P.A., 0000 Xxxxxxx Xxxxxx, Xxxxx 000,
Xxxxx Xxxxxx, Xxxxxxx 00000, commencing at 5:00 p.m. on August 7, 1998 herein or
such other date as the parties may mutually determine (the "Closing Date"). The
parties mutually agree that the Closing may occur by telefax.
Section 3.2 Procedures at the Closing. At the Closing, the parties are
taking the following steps in the order listed below (provided, however, that
upon their completion all of these steps shall be deemed to have occurred
simultaneously) which item shall be required as a condition to Closing:
(a) SJI shall duly execute and deliver the Shares and endorsed to
the Company;
(b) SJI shall execute and deliver resolutions adopted by the
Board of Directors and the Shareholders of SJI approving the transactions
contemplated by this Agreement, certified by the corporate secretary of SJI;
(c) The Company shall deliver resolutions adopted by the Board of
Directors of the Company approving the transactions contemplated by this
Agreement, certified by the corporate secretary of the Company;
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ARTICLE IV
Representations and Warranties of SJI
-------------------------------------
In order to induce the Company to enter into this Agreement and
to consummate the transactions contemplated under this Agreement, SJI makes the
following representations and warranties to the Company:
Section 4.l Organization. Power and Authority of the Company. SJI
is a corporation duly organized, validly existing and in good standing under the
laws of the State of Florida.
Section 4.2 Due Authorization: Binding Obligation. SJI has the
requisite corporate power and authority to enter into this Agreement and all
documents described within this Agreement to be executed in connection with this
Agreement (collectively, the "Related Documents") to which it is or is to be a
party, and to consummate the contemplated transactions.
Section 4.3 Ownership of MAVERICK. SJI is the sole record and
beneficial owner of all outstanding shares of MAVERICK's stock, and SJI has good
and marketable title to all of the Shares, free and clear of all Liens, claims
of others, charges, security interests, proxies, voting trusts or other
agreements or other encumbrances whatsoever.
Section 4.4 No Undisclosed Liabilities. SJI and MAVERICK have no
material liabilities nor obligations (whether secured, unsecured, absolute,
accrued, asserted or unasserted, contingent or otherwise) of any nature, whether
as principal, agent, partner, coventurer, guarantor or in any other capacity as
they relate to SJI's shares in Maverick.
Section 4.5 Licenses: Compliance. MAVERICK possesses all licenses
and other required governmental or official approvals, permits, consents and
authorizations with respect to its business, the failure of which to possess
would, individually or in the aggregate, have an adverse effect on the business,
financial condition, operations, prospects or results of operations of MAVERICK.
Section 4.6 Litigation, Investigations, Orders and Decrees. There
are no actions, suits, claims, governmental investigations or arbitration
proceedings pending or, to the best of MAVERICK's knowledge, threatened against
or affecting MAVERICK's business, assets, prospects or financial condition that
may have an adverse effect on the Shares, and to the best of SJI's knowledge,
there are
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no facts or circumstances which are reasonably likely to create a basis for any
of the foregoing. There are no outstanding orders, decrees or stipulations
issued by any local, state or federal judicial authority in any proceeding to
which MAVERICK is or was a party which may have an adverse effect on MAVERICK.
Section 4.7 Prorietary Rights. Excluding the option to purchase the
Internet Sleuth, all trademark, trademark application, trade name, assumed name,
service xxxx, logo, patent, patent application, copyright, copyright
registration, know-how, trade secret or other intellectual property rights
("Proprietary Rights") used in or necessary for the conduct of MAVERICK's
business and operations do not conflict with or infringe any similar rights or
services of any other person. No claims have been asserted by any person or
entity with respect to the ownership, validity, license or use of the
Proprietary Rights or the provision of any services by MAVERICK and there is no
basis for any such claim. All Proprietary Rights, to the extent applicable, of
MAVERICK are subsisting and have not been abandoned. None of the Proprietary
Rights is the subject of any outstanding assignments, grants, Liens, licenses,
obligations or agreements, whether written, oral or implied. All required
annuities, renewal fees, maintenance fees, royalty payments, amendments and/or
other filings or payments which are necessary to preserve and maintain the
Proprietary Rights have been filed and/or made.
Section 4.8 Tax Matters. MAVERICK has filed all federal, state, local
and foreign tax returns required to be filed as of the Closing Date and has paid
or caused to be paid all federal, state, local, foreign and other taxes,
including without limitation income taxes, estimated taxes, excise taxes, sales
taxes, use taxes, gross receipts taxes, franchise taxes, employment and
payroll-related taxes, withholding taxes, transfer taxes and property taxes,
whether or not measured in whole or in part by net income (collectively,
"Taxes"), required to be paid by it as of the Closing Date whether disputed or
not, except Taxes which have not yet accrued or otherwise become due, for which
adequate provision has been made. All taxes and other assessments and levies
which MAVERICK is required to withhold or collect have been withheld and
collected and have been paid over to the proper governmental authorities.
Neither the Internal Revenue Service ("IRS") nor any other governmental
authority is now asserting or, to the best knowledge of MAVERICK, threatening to
assert against SJI any deficiency or claim for additional Taxes.
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ARTICLE V
Representations and Warranties of the Company
---------------------------------------------
In order to induce SJI to enter into this Agreement and to consummate
the transactions contemplated under this Agreement, the Company make the
following representations and warranties to SJI:
Section 5.1 Organization. Power and Authority. The Company is a
corporation duly organized and validly existing under the laws of the State of
Florida, with full corporate power and authority to enter into this Agreement
and perform its obligations under this Agreement.
Section 5.2 Due Authorization; Binding Obligation. The execution,
delivery and performance of this Agreement, the Related Documents and all other
agreements contemplated by this Agreement and the consummation of the
contemplated transactions have been duly authorized by all necessary corporate
action of the Company. This Agreement has been duly executed and delivered by
the Company and is a valid and binding obligation of The Company, enforceable in
accordance with its terms.
Section 5.3 No Undisclosed Liabilities. The Company has no material
liabilities nor obligations (whether secured, unsecured, absolute, accrued,
asserted or unasserted, contingent or otherwise) of any nature, whether as
principal, agent, partner, co-venturer, guarantor or in any other capacity
except as disclosed to SJI.
Section 5.4 Licenses: Compliance. The Company possesses all licenses
and other required governmental or official approvals, permits, consents and
authorizations with respect to its business, the failure of which to possess
would, individually or in the aggregate, have an adverse effect on the business,
financial condition, operations, prospects or results of operations of the
Company.
Section 5.5 Litigation. Investigation Orders and Decrees. There are no
actions, suits, claims, governmental investigations or arbitration proceedings
pending or, to the best of the Company's knowledge, threatened against or
affecting the Company's business, assets, prospects or financial condition that
may have an adverse effect on the Shares, and to the best of the Company's
knowledge, there are no facts or circumstances which are reasonably likely to
create a basis for any of the foregoing. There are no outstanding orders,
decrees or stipulations issued by any local, state or federal judicial authority
in any proceeding to which the Company is or was a party which may have an
adverse effect on the Company.
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Section 5.6 Proprietary Rights. The Company does not any Proprietary
Rights.
Section 5.7 Tax Matters. The Company has filed all federal, state,
local and foreign tax returns required to be filed as of the Closing Date and
has paid or caused to be paid all federal, state, local, foreign and other
taxes, including without limitation income taxes, estimated taxes, excise taxes,
sales taxes, use taxes, gross receipts taxes, franchise taxes, employment and
payroll-related taxes, withholding taxes, transfer taxes and property taxes,
whether or not measured in whole or in part by net income (collectively,
"Taxes"), required to be paid by it as of the Closing Date whether disputed or
not, except Taxes which have not yet accrued or otherwise become due, for which
adequate provision has been made. All taxes and other assessments and levies
which the Company is required to withhold or collect have been withheld and
collected and have been paid over to the proper governmental authorities.
Neither the Internal Revenue Service ("IRS") nor any other governmental
authority is now asserting or, to the best knowledge of the Company, threatening
to assert against Sun any deficiency or claim for additional Taxes.
ARTICLE VI
Indemnification
---------------
Section 6.1 Indemnification by SJI and MAVERICK. SJI and MAVERICK
jointly and severally agree to indemnify and hold harmless the Company, any
successor or Affiliate of the Company and the directors, officers, agents and
employees of the Company or any of its Affiliates or successors from and against
any and all claims, actual and contingent, liabilities, losses, damages, costs
and expenses, including reasonable counsel fees and disbursements, proceedings,
investigations, causes of action, whether suit is instituted or not and, if
instituted, at any trial or appellate level, and whether raised by the parties
to this Agreement or any third party (singularly, a "Loss" and collectively, the
"Losses"), arising out of or relating to: (a) any material failure or breach by
SJI of any representation or warranty made by SJI in this Agreement, the Related
Documents, including any certificate, schedule or other agreement delivered by
SJI pursuant to this Agreement or (b) any material failure to perform or breach
by SJI of any covenant, agreement, obligation or undertaking made by SJI in this
Agreement, the Related Documents, including any certificate, schedule or other
agreement delivered by SJI pursuant to this Agreement. Notwithstanding any other
provision of this Agreement to the contrary, (i) SJI shall not be liable to the
Company with respect to the Company Losses unless and until the
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aggregate amount of all SJI Losses shall exceed the sum of Ten Thousand Dollars
($10,000.00) ("SJI Basket") and (ii) SJI shall thereafter be liable for all the
Company Losses in excess of SJI Basket, provided that SJI's maximum aggregate
liability in respect of all the Company Losses shall not, in the absence of
proven fraud by the Company in respect of any particular Company Losses, in any
event exceed the limitations set forth herein.
Section 6.2 Indemnification by the Company. The Company will indemnify
and hold harmless and SJI or any Affiliates thereof from and against any and all
Losses, arising out of or related to: (a) any material failure or breach by the
Company of any representation or warranty made by the Company in this Agreement,
including any certificate, schedule or other agreement delivered by the Company
pursuant to this Agreement; (b) any material failure to perform or breach by the
Company of any covenant, agreement, obligation or undertaking made by the
Company in this Agreement, including any certificate, schedule or other
agreement delivered pursuant to this Agreement or (c) Notwithstanding any other
provision of this agreement to the contrary, (i) the Company shall not be liable
to SJI with respect to SJI Losses unless and until the aggregate amount of all
SJI Losses shall exceed the sum of Ten Thousand Dollars ($10,000.00) ("the
Company Basket") and (ii) The Company shall thereafter be liable for all SJI
Losses in excess of the Company Basket, provided that the Company' s maximum
aggregate liability in respect of all SJI Losses shall not, in the absence of
proven fraud by the Company in respect of any particular SJI Losses, in any
event exceed the limitations set forth herein.
Section 6.3 Procedure for Claims. The following procedures shall be
applicable with respect to indemnification for claims arising in connection with
any provision of this Agreement:
(a) Each indemnified party (the "Indemnified Party") agrees that
upon its obtaining knowledge of facts indicating that there may be a basis for a
claim for indemnity under the provisions of this Agreement, including receipt by
it of notice of any demand, assertion, claim, action or proceeding, judicial or
otherwise (these actions are collectively, the "Claim"), with respect to any
matter as to which it may be entitled to indemnity under the provisions of this
Agreement, it will give prompt notice thereof in writing to the other party (the
"Indemnifying Party") together with a statement of all information respecting
any of the foregoing as it shall then have. The Indemnifying Party shall not be
obligated to indemnify the Indemnified Party for the increased amount of any
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Claim which would otherwise have been payable to the extent that the increase in
the amount of the Claim resulted from the lack of notice required by this
provision.
(b) The Indemnifying Party shall in good faith at its sole cost
and expense contest and defend by all appropriate legal proceedings, with
counsel satisfactory to the Indemnified Party, any Claim with respect to which
it is called upon to indemnify the Indemnified Party under the provisions of
this Agreement; provided, however, that notice of the intention so to contest
shall be delivered by the Indemnifying Party to the Indemnified Party within a
reasonable time in light of the circumstances then and there existing. Any
contest may be conducted in the name and on behalf of the Indemnifying Party or
the Indemnified Party as may be appropriate. The contest shall be conducted by
attorneys engaged by the Indemnifying Party, but the Indemnified Party shall
have the right to participate in those proceedings and to be represented by
attorneys of its own choosing at its cost and expense; provided, however, that,
if the named parties to any such proceeding (including any impeaded parties)
include both the Indemnifying Party and the Indemnified Party or if the
Indemnifying Party proposes that the same counsel. represent both the
Indemnified Party and the Indemnifying Party and representation of both parties
by the same counsel would be inappropriate due to actual or potential differing
interests between them, then the Indemnified Party shall have the fight to
retain its own counsel at the cost and expense of the Indemnifying Party. If the
Indemnified Party joins in any contest, the Indemnifying Party shall have full
authority to determine all action to be taken; provided, however, that the
Indemnified Party shall have the right to approve any settlement, which approval
shall not be unreasonably withheld (it being understood that it shall not be
unreasonable to withhold consent to any settlement involving injunctive or other
equitable relief).
(c) The Indemnified Party agrees to afford the Indemnifying Party
and its counsel the opportunity to be present at, and to participate in,
conferences with all persons, including governmental authorities asserting any
Claim against the Indemnified Party or conferences with representatives of or
counsel for those persons. So long as the Indemnifying Party is defending in
good faith that Claim, the Indemnified Party shall cooperate with and assist the
Indemnifying Party to the extent reasonably possible, but the Indemnifying Party
shall bear and pay any and all expenses incurred by the Indemnified Party in
providing such cooperation and assistance, either directly or upon request of
the Indemnified Party. The Indemnified Party shall be kept fully informed of the
defense of any Claim at all stages thereof. In the event that the Indemnifying
Party fails to timely and in good faith defend against that Claim, the
Indemnified Party shall have the
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right, but not the obligation, to defend the same and may make any compromise or
settlement thereof and recover and be indemnified for the entire cost thereof
from the Indemnifying Party, including, but not limited to, legal expenses,
disbursements and all amounts paid as a result of that Claim or any compromise
or settlement thereof. If, in good faith, the Indemnified Party concludes that
there are specific defenses available to the Indemnified Party which are
different from or in addition to those available to the Indemnifying Party, or
that those Claims may have a material adverse effect on the Indemnified Party
with respect to the scope of the foregoing indemnities, then the Indemnified
Party shall have the right to direct the defense of that Claim and the
Indemnifying Party shall bear the expenses thereof. In the event that the
Indemnified Party is, directly or indirectly, conducting a defense against any
such Claim, the Indemnifying Party shall cooperate with the Indemnified Party in
that defense and make available to it all those witnesses, records, materials
and information in its possession or under its control relating thereto.
(d) The Indemnifying Party shall pay to the Indemnified Party the
amount to which the Indemnified Party may become entitled by reason of the
provisions of Article VI of this Agreement within fifteen (15) business days
after any the amount owed is finally determined either by mutual agreement of
the parties to this Agreement or pursuant to the final unappealable judgment of
a court of competent jurisdiction and the Indemnifying Party agrees to pay all
costs and expenses in connection with obtaining any bond required to appeal any
judgment.
ARTICLE VII
Miscellaneous
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Section 7.1 Survival of Representations and Warranties. All of
the respective representations and warranties of the parties to this Agreement
or in any certificate delivered by any party incident to the contemplated
transactions are material and may be relied upon by the party receiving the same
and shall survive the consummation of the contemplated transactions for the time
period equal to the applicable statutes of limitations. All covenants of the
parties to this Agreement shall survive the consummation of the transactions
contemplated by this Agreement. All statements in this Agreement, the Related
Documents shall be deemed representations and warranties. The due diligence
investigations conducted by the parties to this Agreement and the results
thereof shall not diminish or otherwise affect any of the representations and
warranties set forth in this Agreement.
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Section 7.2 Brokers' Commission. The Company will indemnify and
hold harmless SJI from any commission, fee or claim of any person, firm or
corporation employed or retained or claiming to be employed or retained by the
Company to bring about, or to represent it in, the transactions contemplated by
this Agreement. SJI will jointly or severally indemnify and hold harmless The
Company from any commission, fee or claim of any person, firm or corporation
employed or retained or claiming to be employed or retained by SJI to bring
about, or to represent them in, the transactions contemplated by this Agreement.
Section 7.3 Amendment and Modification. This Agreement and the
Related Documents may not be modified or terminated orally, and no modification
or termination shall be binding unless in writing and signed by the parties to
this Agreement.
Section 7.4 Binding Effect. This Agreement shall be binding upon
and inure to the benefit of the parties and their respective successors,
assigns, heirs, estates, beneficiaries, executors and legal and personal
representatives.
Section 7.5 No Waiver; Remedies Cumu1ative. This Agreement and
the Exhibits and Schedules attached to this Agreement and the Related Documents
contain the entire agreement of the parties with respect to the acquisition and
the other transactions contemplated in this Agreement, and merges and supersedes
all prior understandings and agreements among the parties with respect to the
subject matter of this Agreement. Failure of any party to enforce one or more of
the provisions of this Agreement or to require at any time performance of any of
the obligations under this Agreement shall not be construed to be a waiver of
any provisions by any party nor to in any way affect the validity of this
Agreement or any party's right to enforce any provision of this Agreement nor to
preclude any party from taking all other action at any time which it would
legally be entitled to take. All waivers to be effective shall be in writing
signed by the waiving party.
Section 7.6 Headings. The descriptive headings in this Agreement
are inserted for convenience of reference only and shall in no way restrict or
otherwise affect the construction of the terms or provisions of this Agreement.
Any references in this Agreement to Sections, Exhibits and Schedules are the
Sections, Exhibits and Schedules of this Agreement or the Related Documents.
Section 7.7 Execution in Counterparts. This Agreement may be
executed in any number of multiple counterparts, each of which shall be deemed
an original and all of which together shall be deemed to be one and the same
instrument. Each party agrees to be bound by any telecopied signature to this
agreement or any
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agreement executed in connection herewith as if a manually executed signature
page had been executed and delivered.
Section 7.6 Notices. Whenever any notice, request, information or
other document is required or permitted to be given under this Agreement, that
notice, demand or request shall be in writing and shall be either hand
delivered, sent by United States certified mail, postage prepaid, delivered via
overnight courier to the addresses below or to any other address that any party
may specify by notice to the other parties. No party shall be obligated to send
more than one notice to each of the other parties and no notice of a change of
address shall be effective until received by the other parties. A notice shall
be deemed received upon hand delivery, two days after posting in the United
States mail or one day after dispatch by overnight courier.
If to the Company: ISLEUTH. COM, Inc.
c/o Xxxxxx Xxxxx
00000 X.X. 0xx Xxxxxx
Xxxxx Xxxxx, Xxxxxxx
With a copy to: Xxxxx X. Xxxxxxxxx, Esq.
0000 Xxxxxxx Xxxxxx
Xxxxx 000
Xxxxx Xxxxxx, Xxxxxxx 00000
If to SJI
or MAVERICK: X. X. Xxxxxxx, President
000 Xxxx Xxxxxx
Xxxxxxxxx, XX 00000
Section 7.9 Severability. The invalidity or unenforceability of
any one or more of the words, phrases, sentences, clauses, or sections contained
in this Agreement shall not affect the validity or enforceability of the
remaining provisions of this Agreement or any part of any provision, all of
which are inserted conditionally on their being valid in law, and in the event
that any one or more of the words, phrases, sentences, clauses or sections
contained in this Agreement shall be declared invalid or unenforceable, this
Agreement shall be construed as if such invalid or unenforceable word or words,
phrase or phrases, sentence or sentences, clause or clauses, or section or
sections had not been inserted or shall be enforced as nearly as possible
according to their original terms and intent to eliminate any invalidity or
unenforceability. If any invalidity or unenforceability is caused by the length
of any period of time or the size of any area set forth in any part of this
Agreement, the period of time or area, or both, shall be considered to be
reduced to a period or area which would cure the invalidity or unenforceability.
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Section 7.10 Litigation: Prevailing Paxty. Except as otherwise
required by applicable law or as expressly provided in this Agreement, in the
event of any litigation, including appeals, with regard to this Agreement, the
prevailing party shall be entitled to recover from the non-prevailing party all
reasonable fees, costs, and expenses of counsel (at pre-trial, trial and
appellate levels).
Section 7.11 Construction. This Agreement shall be construed
without regard to any presumption or other rule requiring construction against
the party causing this Agreement to be drafted, including any presumption of
superior knowledge or responsibility based upon a party's business or profession
or any professional training, experience, education or degrees of any member,
agent, officer of employee of any party. If any words in this Agreement have
been stricken out or otherwise eliminated (whether or not any other words or
phrases have been. added) and the stricken words initialed by the party against
whom the words are construed, then this Agreement shall be construed as if the
words so stricken out or otherwise eliminated were never included in this
Agreement and no implication or inference shall be drawn from the fact that
those words were stricken out or otherwise eliminated.
Section 7.12 Preliminary Statements. Each of the preliminary
statements is true and correct and incorporated into this Agreement by
reference.
Section 7.13 Jurisdiction; Venue: Inconvenient Forum: Jury Trial.
ANY SUIT, ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT, OR ANY JUDGMENT
ENTERED BY ANY COURT IN RESPECT TO THIS AGREEMENT SHALL BE BROUGHT EXCLUSIVELY
IN THE COURTS OF THE STATE OF FLORIDA OR IN THE U.S. DISTRICT COURT FOR THE
SOUTHERN DISTRICT OF FLORIDA IN DADE COUNTY, AND THE PARTIES ACCEPT THE
EXCLUSIVE PERSONAL JURISDICTION OF THOSE COURTS FOR TIlE PURPOSE OF ANY SUIT,
ACTION OR PROCEEDING. IN ADDITION, THE PARTIES KNOWINGLY, INTENTIONALLY AND
IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH
THEY MAY NOW OR LATER HAVE TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR ANY JUDGMENT ENTERED
BY ANY COURT BROUGHT IN THE STATE OF FLORIDA, AND FURTHER, KNOWINGLY,
INTENTIONALLY AND IRREVOCABLY WAIVE ANY CLAIM THAT ANY SUIT, ACTION OR
PROCEEDING BROUGHT IN THE STATE OF FLORIDA HAS BEEN BROUGHT IN AN INCONVENIENT
FORUM. EACH PARTY WAIVES ALL RIGHTS TO ANY TRIAL BY JURY IN ALL LITIGATION
RELATING TO OR ARISING OUT OF THIS AGREEMENT.
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IN WITNESS WHEREOF, the parties to this Agreement have caused
this Agreement to be duly executed as of the date first written above. SJI: SJI
GROUP, INC., a Florida Corporation
By: /s/ X. X. Xxxxxxx
----------------------------------
X. X. Xxxxxxx, President
COMPANY:
ISLEUTH. COM, Inc, a Florida corporation
By: /s/ XXXXXX X. XXXXX
-----------------------------------
XXXXXX X. XXXXX, President
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