FINAL ADDENDUM AND CLOSING TO
A PLAN OF REVERSE ACQUISITION
AMONG AQUAPURE INTERNATIONAL, INC., WATER STAR BOTTLING, INC., GEYSER
PRODUCTS, LLC AND THE THEME FACTORY, INC.
This Final Addendum and Closing (this "Final Addendum and Closing ") dated the
9th day of March, 2001 amends the prior agreements of the Definitive Agreement
and Plan of Reverse Acquisition among the Theme Factory, Inc. And AquaPure
International, Inc, (the "TMFT\API Agreement") entered into between The Theme
Factory, Inc ("TMFT") and AquaPure International, Inc. ("API"); and the
Definitive Agreement and Plan of Acquisition Among The Theme Factory, Inc. and
Water Star Bottling, Inc. (And 85% Owned Subsidiary Geyser Products, LLC) (the
"TMFT\WBI Agreement"), entered into between TMFT and Water Star Bottling, Inc.
(including its 85% held subsidiary Geyser Products, LLC) (or "WBI Group").
Whereas, collectively TMFT, API, and WBI Group shall be called the
"Parties" in this Final Addendum.
NOW THEREFORE, the Parties agree tot he following amendments to the
TMFT\API Agreement and the TMFT\WBI Agreement.
1. The Board of Directors of TMFT agree to adopt an Employee Stock
Plan effective on the 9th day of March, for a aggregate of five
million shares of common stock at the fair market value of $0.05
per share. Such shares would be issued post- dividend to a 300%
dividend authorized by TMFT ("Post-Dividend").
2. The Parties Agree to file on Form S-8 registration according to
the Securities Act of 1933, as amended, for 270,000 shares
Post-Dividend for persons under the Employee Stock Plan. Such
shares registered on Form S-8, would be subject to a leak out
agreement, as agreed to by the Parties.
3. The Parties agree that any shares put to the Company by Xx.
Xxxxxxx would be deducted from the shares subject to any call
rights by the Company; the Parties agree that any shares called by
the Company would be deducted from the shares subject to any put
rights by Xx. Xxxxxxx, in accordance with the Merrell Put Call
option.
4. The Parties Agree that any stock received by brokers, finders,
consultants, or legal advisors according to these agreements shall
be Post-Dividend.
5. The Parties have agreed to sell the corporate name "The Theme
Factory Inc" to Xxxxxx and Xxxxxx Xxxxxxxx for a value of $10.00.
6. The Parties agree that the final Closing of the TMFT\API Agreement
and the TMFT\WBI Agreement transpired at 4:00 PM EST on the 9th
day of March, 2001.
IN WITNESS WHEREOF, the following undersigned have executed and bound by this
Final Addendum and closing this 9th day of March, 2001.
THE THEME FACTORY, INC.
By: /s/ Xxxxx X. Xxxxxxx
--------------------
Name: Xxxxx X. Xxxxxxx
Title: President
XXXXX X. XXXXXXX
/s/ Xxxxx X. Xxxxxxx
---------------------
AQUAPURE INTERNATIONAL, INC.
By: /s/ X.X. Xxxxxx
----------------------
Name: X.X. Xxxxxx
Title: President/Secretary
WATER STAR BOTTLING, INC.
By: /s/ X. Xxxx Xxxxx
--------------------
Name: X. Xxxx Xxxxx
Title: President
