ACQUISITION AGREEMENT
ACQUISITION AGREEMENT (ACQUISITION), dated the 19th day of April, 1999 by
and between SONTECH INC., a Nevada Corporation (hereinafter called "SONTECH")
and TRIUNIFIED HEALTH ENHANCEMENT SYSTEMS, INC., a Wyoming Corporation,
(hereinafter called "TRIUNIFIED").
ACQUISITION
The Acquisition will comprise in general the conveyance by TRIUNIFIED to
SONTECH of all of the assets, liabilities, and all the outstanding shares of
TRIUNIFIED, the issuance by SONTECH to TRIUNIFIED of 5,000,000 shares of
SONTECH's INVESTMENT common stock, as hereinafter set forth, and the
subsequent dissolution of TRIUNIFIED with the concomitant distribution of
SONTECH shares to TRIUNIFIED stockholders. TRIUNIFIED proposes to sell its'
assets and liabilities, and all its outstanding shares for 5,000,000 shares of
SONTECH $0.001 (one tenth cent) par value Investment common stock. TRIUNIFIED
will then effect a distribution of the SONTECH shares to its shareholders in
exchange for their TRIUNIFIED stock through the Escrow Holder Merit Transfer
Company. The Acquisition will then be completed by SONTECH, and TRIUNIFIED
will complete the distribution of the SONTECH shares to its' shareholders,
wind up business, and dissolve. Said shares when issued to be Restricted and
issued for investment purposes only, and my be sold only in compliance with
Regulation D, Rule 144 of the Securities and Exchange Act of 1933, as amended.
The shareholders of TRIUNIFIED would then own investment stock of SONTECH.
SONTECH will change it's name to "TRIUNIFIED HEALTH ENHANCEMENT SYSTEMS, INC",
as required under the Acquisition.
AGREEMENT
In order to consummate the foregoing Acquisition and in consideration of
the promises and of the representations and undertakings herein set forth, the
parties agree as follows:
1. The Acquisition Agreement will involve the Acquisition by SONTECH of
all of the property, assets, good will, name, business, and outstanding Common
Stock Shares of TRIUNIFIED, in exchange solely for Five Million Shares, of
one-tenth cent par value Investment stock of SONTECH and TRIUNIFIED
distributing the shares to the shareholders of TRIUNIFIED, wind up it's
business, and dissolve. SONTECH will change it's name to "TRIUNIFIED HEALTH
ENHANCEMENT SYSTEMS, INC."
2. SONTECH is a corporation duly organized and existing under the laws of
the State of Nevada, with authorized capital stock consisting of 200,000,000
shares of common voting stock with a par value of $0.001 per share. Twelve
Million Two Hundred Twenty Two Thousand Two Hundred Twenty (12,222,220) of
SONTECH common shares will be duly issued and outstanding and Fifty Million
shares of Preferred stock (No Par Value) with no shares issued and
outstanding, on the date of this Agreement.
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3. It is understood by the parties that the balance sheet of SONTECH as
of December 31, 1998, and as shown on the December 31, 1998 Federal Tax
Return, SONTECH warrants that such balance sheets fairly represent the
financial position of SONTECH as of such date.
4. It is understood, and SONTECH hereby represents, that SONTECH has good
and marketable title to all the properties it purports to own by this
agreement as described in the balance sheet as of December 31, 1998, referred
to in paragraph #3 above.
5. It is understood and SONTECH hereby represents, that SONTECH is not a
party to any pending or threatened litigation which might adversely affect the
assets of SONTECH.
6. All taxes which SONTECH is required by law have been or will be duly
paid for all periods up to and including the date on which this agreement is
signed.
7. It is understood, and SONTECH represents that the assets owned by
SONTECH have not, since negotiations commenced between the parties, been
materially or adversely affected as a result of any fire, explosion,
earthquake, flood, drought, windstorm, accident, strike, embargo, confiscation
of vital equipment, materials or inventory, or acts of God.
8. SONTECH has not caused, and will not cause, suffer nor permit prior to
the closing of this Agreement:
(a) Any change in the condition (financial or otherwise) of its
assets, liabilities or business.
(b) Any damage, destruction or loss (whether or not covered by
insurance) adversely affecting the business or any of the properties of
SONTECH or of any item carried on the accounts of SONTECH.
(c) Any declaration, setting aside a payment of any dividend or
other distribution in respect to any of SONTECH"S capital stock, or any direct
or indirect redemption, purchase or other acquisition of any such stock.
(d) Any incresse in the compensation payable or to become payable by
SONTECH to any of its officers, employees, or agents or any bonus payment or
arrangement made with any or to any of them.
(e) Any event or condition of any character adversely affecting the
business or properties of SONTECH. SONTECH has furnished a statement, which is
a true and complete statement of SONTECH'S financial condition and of its
assets and liabilities, and warrants that no liabilities are outstanding which
are not reflected on said balance sheet, excepting liabilities, such as
attorneys', consultants', and accountants' fees and administrative costs
incurred in connection with this transaction.
9. SONTECH shall bear the costs of its own accountants', consultants',
and attorneys' fees, and its own administrative costs which it incurs in
connection with this transaction.
10. Prior to or at the time of the consummation of this transaction,
TRIUNIFIED shall furnish to SONTECH a complete and accurate list of its
shareholders and outstanding securities, certified by the transfer agent as of
the record date for its shareholders meeting held to consider this
transaction.
11. SONTECH hereby warrants that SONTECH stock is listed and quoted in
the inter-dealer quotation services, and that the stock will be listed and
quoted at the time the reorganization is completed and effected.
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12. TRIUNIFIED is a corporation duly organized and existing under the
laws of the State of Wyoming with authorized capital stock consisting of
100,000,000 shares of common voting stock with no par value per share. Ten
Million (10,000,000) of TRIUNIFIED'S common shares will be duly issued and
outstanding upon the consummation of the proposed Acquisition Agreement.
13. It is understood by the parties that the balance sheet of TRIUNIFIED
as of April 19, 1999, is unaudited, and TRIUNIFIED warrants that such balance
sheets fairly represents the financial position of TRIUNIFIED as of such date.
14. It is understood, and TRIUNIFIED hereby represents, that TRIUNIFIED
has good and marketable title to all the properties it purports to convey by
this agreement as described in the balance sheet as of April 19, 1999,
referred to in paragraph #3 above.
15. It is understood and TRIUNIFIED represents that TRIUNIFIED is not a
party to any pending or threatened litigation which might adversely affect the
assets of TRIUNIFIED which are to be transferred to SONTECH.
16. All taxes which TRIUNIFIED is required by law to pay in regard to the
assets to be transferred have been or will be duly paid for all periods up to
and including the date on which this agreement is signed.
17. It is understood, and TRIUNIFIED represents, that the assets to be
transferred by TRIUNIFIED have not, since negotiations commenced between the
parties, been materially or adversely affected as a result of any fire,
explosion, earthquake, flood, drought, windstorm, accident, strike, embargo,
confiscationof vital equipment, materials or inventory, or acts of God.
18. TRIUNIFIED has not caused, and will not cause, suffer nor permit
prior to the closing of this Agreement:
(a) Any change in the condition (financial or otherwise) of its
assets, liabilities or business.
(b) Any damage, destruction or loss (whether or not covered by
insurance) adversely affecting the business or any of the properties of
TRIUNIFIED or of any item carried on the accounts of TRIUNIFIED.
(c) Any declaration setting aside a payment of any dividend or other
distribution in respect to any of TRIUNIFIED'S capital stock, or any direct or
indirect redemption, purchase or other acquisition of any such stock.
(d) Any increase in the compensation payable or to become payable by
TRIUNIFIED to any of its officers, employees, or agents, or any bonus payment
or arrangement made with any or to any of them.
(e) Any event or condition of any character adversely affecting the
business or properties of TRIUNIFIED. Prior to the signing of this agreement,
TRIUNIFIED shall furnish a statement, which shall be a true and complete
statement of TRIUNIFIED's financial condition and of its assets and
liabilities, and warrants that no liabilities are outstanding which are not
reflected on said balance sheet, excepting liabilities, such as attorneys' and
accountants' fees and administrative costs incurred in connection with this
transaction.
19. TRIUNIFIED shall bear the costs of its own accountants' and
attorneys' fees, and its own administrative costs which it incurs in
connection with this transaction.
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20. Prior to or at the time of the consummation of this transaction,
TRIUNIFIED shall furnish to SONTECH a complete and accurate list of its
shareholders and outstanding securities, certified by the company agent as of
the record date for its shareholders' meeting held to consider this
transaction.
21. In exchange for all of the assets and outstanding common stock of
TRIUNIFIED, SONTECH shall issue to TRIUNIFIED 5,000,000 shares of its
investment common stock, bringing the total of issued and outstanding shares
of SONTECH to not more than 17,222,220 shares, as of April 30, 1999, the date
the Acquisition is completed, at which time the shareholders of TRIUNIFIED
would then own investment common stock of SONTECH. Upon completion of the
Acquisition, TRIUNIFIED shall distribute the SONTECH-issuance of 5,000,000
shares of investment common stock to its shareholders at the rate of one share
of SONTECH for two shares of TRIUNIFIED. No fractional shares shall be issued.
The shares to be issued on April 30, 1999, will be issued by the transfer
agent Merit Transfer Company, to the TRIUNIFIED shareholders, in exchange for
each certificate of TRIUNIFIED submitted, using the same ratio agreed to
above. Each certificate must be signed by the shareholder with a signature
guarantee, by a Bank or Stock Brokerage Firm. There is a charge of $15.00 per
certificate.
22. It is understood by and between all the parties hereto that the
representations made by the parties in negotiations leading up to this
Aqreement and terms of this Agreement are material and that the parties have
entered into this Agreement in reliance on said representations. In the event
SONTECH is held liable for any damage or expense incurred due to SONTECH's
reliance on representations made by TRIUNIFIED, then TRIUNIFIED shall
indemnify and hold harmless SONTECH for any and all such damage fees. In the
event TRIUNIFIED is held liable for any damage or expense incurred due to
TRIUNIFIED's reliance on representations by SONTECH, then SONTECH shall
indemnify and hold harmless TRIUNIFIED for any and all such damage and
expenses including, but not limited to, costs and attorneys' fees.
23. The Acquisition Agreement is made and entered into subject to
approval of the shareholders of SONTECH and of TRIUNIFIED. Each party shall
call a meeting of its shareholders on or before Friday, April 30, 1999, in
order to obtain shareholder ratification of the Acquisition Agreement. If a
favorable vote of the shareholders of each party is received on or before the
April 30, 1999 meetings, then the Acquisition shall be effected on the 30th
day of April, 1999. If the shareholders of either or both parties hereto shall
fail to approve this Acquisition Agreement, the parties shall each bear their
own costs and damages resulting from the resultant failure of the Acquisition.
The above time table and dates my be extended at the request of either party,
by mutual agreement of the parties.
24. At any time prior to the consummation of the Acquisition Agreement on
April 30, 1999, the Board of Directors of any of the parties hereto may, by
formal resolution of the Board, withdraw from the Acquisition Agreement.
Notice of such withdrawal, together with a copy of the resolution, shall be
served upon the other parties to the contract; and in the event any party
exercises its option to withdraw as set forth herein, it is mutually agreed
that neither of the parties shall seek to impose any liability upon the other
as a result of the failure of the Acquisition. Each party will bear its own
costs and damages which my result from a failure of the Acquisition for any
reason whatsoever.
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25. This Acquisition Agreement has been signed by the officers of the
respective parties, and is subject to approval of the respective Boards of
Directors. Such approval shall be by formal resolution, copies of which shall
be exchanged by the parties as soon as such approval is received. The
Agreement is also expressly made subject to compliance with federal and state
laws.
IN WITNESS WHEREOF, the parties hereto executed this Acquisition
Agreement on the day and year first written above.
SONTECH, INC.
a Nevada Corporation
by /s/ Xxxxx X. Xxxxx
President
TRIUNIFIED HEALTH ENHANCEMENT SYSTEMS, INC.
a Wyoming Corporation
by /s/ Xxxxx Xxxxxx
President
