EXHIBIT 2.1
REVERSION AGREEMENT
This Reversion Agreement is entered into on this 17th day of December, 1998,
by and between, GMG COMPUTER CONSULTANTS, INC., d/b/a Precision Imaging
("GMG"), SAFE TECHNOLOGIES INTERNATIONAL., INC. (Safe), as Safe, and as
successor in merger to INTELLIGENCE NETWORK INTERNATIONAL ("INI"), and Xxxx X.
Xxxx, Xxxx Xxxx, and Xxxx Xxxxxxxxxxx, collectively known as "GMG's former
shareholders."
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged including, but not limited to,
the mutual covenants and agreements set forth herein and intending to be
legally bound, the parties hereto agree as follows:
1. By virtue of a certain Acquisition Agreement, dated July 22, 1997, by and
between GMG and INI, which was merged into Safe on or about February 5, 1998,
Xxxx X. Xxxx, Xxxx Xxxx, and Xxxx Xxxxxxxxxxx received, collectively,
14,000,000 shares of INI 144 stock.
2. By virtue of the July 22, 1997 Acquisition Agreement, INI received 100%
of the common stock of GMG, all corporate records of GMG, including without
limitation corporate minute books, stock book, stock transfer books, corporate
seals, shares of stock of the Subsidiaries, and such other corporate books
given to INI by GMG, certified Articles of Incorporation of GMG and the Bylaws
of GMG, and all assets of GMG.
3. On August 21, 1997, effective as of November 1, 1997, Xxxx Xxxx, and Xxxx
Xxxxxxxxxxx entered into an employment agreement with GMG, and the employment
agreement terminated on October 30, 1998.
4. It is the express intent of the parties that the stock positions of all
of the parties be restored to their pre-acquisition state in the manner set
forth herein. It is further intended that the above parties are to be
released from any and all liability associated with the July 22, 1997
Acquisition Agreement, and the Employment Agreement.
5. In an effort to implement the intended reversion of the stock and the
release of all liabilities, the parties agree to act as follows:
a. GMG"s former shareholders shall return any and all INI 144 stock and SAFE
144 STOCK that the former shareholders received as a result of the Acquisition
Agreement. In particular, the parties shall return to SAFE, the following
amounts of stock:
i. Xxxx Xxxx - 4,200,000 Shares of INI 144 Stock and 4,200,000 shares of
SAFE 144 Stock.
ii. Xxxx Xxxx - 4,200,000 Shares of INI 144 Stock and 4,200,000 Shares of
SAFE 144 Stock.
iii. Xxxx Xxxxxxxxxxx - 5,600,000 Shares of INI 144 Stock and 5,600,000 Shares
of SAFE 144 Stock.
b. SAFE shall return to the GMG Former Shareholders any and all stock
transferred to INI by GMG as a result of paragraph 12 (a)(1) of the
Acquisition Agreement.
c. SAFE shall return to the GMG Former Shareholders all corporate records of
GMG, including without limitation corporate minute book, stock book, stock
transfer books, corporate seal, shares of stock of the Subsidiaries, and such
other corporate books given to INI by GMG.
d. SAFE shall return to the GMG Former Shareholders certified Articles of
Incorporation of GMG and the Bylaws of GMG, given to INI as per paragraph 12
(a)(iv) of the Acquisition Agreement.
e. SAFE shall return to the GMG Former Shareholders all of GMG's assets
listed on Exhibit A hereto.
f. GMG and GMG's former shareholders acknowledge and agree that the only
items that SAFE received pursuant to the Acquisition Agreement are listed in
subsections (b) - (e) of this Reversion Agreement. GMG and its former
shareholders agree that the list of items in subsections (b) - (e) is
comprehensive and exhaustive and GMG and its former shareholders will not now
or at any time after the closing of this Revision Agreement claim or assert
that SAFE has an obligation to return any documents or other items to GMG and
its former shareholders, other than the items listed in subsections (b) - (e)
of the Revision Agreement.
g. GMG and its former shareholders represent and warrant that they have not
entered into any agreements which would create any liability or obligation for
GMG or SAFE. GMG and its former shareholders agree that they will indemnify
SAFE or GMG for any liabilities incurred by the former shareholders of GMG or
obligations entered into by the former shareholders of GMG, that arose during
their management of GMG.
h. All representations, warranties, covenants and agreements contained
herein shall survive the closing of the Revision Agreement.
i. All of the parties hereto shall execute mutual general releases to the
other parties (as attached hereto as Composite Exhibit 13), releasing each
other from any and all liabilities, obligations, and the like under the
Acquisition Agreement, Employment Agreement, and under and all other
contracts, obligations or warranties entered into between the parties,
excepting this reversion agreement.
6. The parties shall finalize the terms of this Agreement, perform all
transfers as required herein, and execute all releases as required herein, at
a reversion closing to be held on December 17th, at 1:30 (A.M.)(P.M.), at the
offices of Safe Technologies International, Inc., 000 Xxxxxxxx Xxxxxx, Xxxxx
X0, Xxxx Xxxxx, XX 00000. Under no circumstances shall the closing be delayed
without the mutual agreement of all of the parties listed above.
7. SAFE shall be responsible for all reporting requirements and filing and
other fees to any and all governmental authorities that may be necessary as a
result of this reversion. SAFE shall hold GMG and GMG's former shareholders
harmless for any S.E.C. or individual shareholder liability associated with
this reversion.
8. All parties acknowledge that they have been represented by counsel during
the negotiating of this Agreement, and no presumption in favor of any party
will exist regarding the drafting of this Agreement.
9. This Agreement sets forth the entire agreement between the parties and
may not be amended without prior, written consent of all of the parties.
10. In any litigation arising out of this agreement, the prevailing party
shall be entitled to recover reasonable attorneys' fees and costs at both the
trial level and on appeal.
11. Time is of the essence.
12. It is understood and agreed that this document may be signed in
counterpart and/or via fax and that all such counterparts shall serve as
originals for purposes hereof.
IN WITNESS WHEREOF, we have hereto set our hands and seal this 17th day of
December, 1998.
GMG COMPUTER CONSULTANTS, INC.,
a Florida corporation
By: /s/ Xxxxxxx X. Xxxxxx
XXXXXXX X. XXXXXX, CEO OF SFAD
SAFE TECHNOLOGIES INTERNATIONAL, INC.
By: /s/ Xxxxxxx X. Xxxxxx
XXXXXXX X. XXXXXX, PRESIDENT
By: /s/ Xxxx X. Xxxx
XXXX X. XXXX
By: /s/ Xxxx Xxxx
XXXX XXXX
By: /s/ Xxxx Xxxxxxxxxxx
XXXX XXXXXXXXXXX
