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EXHIBIT 6.13
ACQUISITION AGREEMENT
Agreement dated as of September 10, 1998 between I.E.L.S., Inc., a
Nevada corporation ("Buyer") on behalf of its shareholders, and Direct Touch
Research, Inc., a Nevada corporation ("Seller") on behalf of its shareholders.
The parties wish to provide for Seller's sale of the Shares to Buyer
and Buyer's purchase of the Shares from Seller on the terms and conditions of
this Agreement.
The parties agree as follows:
1. The Acquisition.
1.1 Purchase and Sale Subject to the terms and conditions of
this Agreement, at the Closing to be held as provided in
Section 2, Seller shall sell the Shares to Buyer, and
Buyer shall purchase the Shares from Seller, free and
clear of all Encumbrances. Buyer shall change its name to
MIRACOM CORPORATION.
1.2 Purchase Price. Purchaser will exchange 6,529,000 shares
of its restricted common stock for each share
representing all of the outstanding capital stock or
ownership interest of Direct Touch Research, Inc.
1.3 It is anticipated that this transaction is a non taxable
share exchange under Rule 368 of the Internal Revenue
Code.
2. The Closing.
2.1 Place and Time. The closing of the sale and purchase of
the Shares (the "Closing") shall take place at the
offices of Xxxxx Xxxxxxx, Esq., 0000 Xxxx Xxxxxx Xxx
Xxxx, #000, Xxx Xxxxx, Xxxxxx 00000 no later than the
close of business (Las Vegas time) on 9/10/98, or at such
other place, date and time as the parties may agree in
writing.
2.2 Deliveries by Seller. At the Closing, Seller shall
deliver the following to Buyer:
(a) Certificates representing the Shares, duly
endorsed for transfer to Buyer and accompanied by
any applicable stock transfer tax stamps; Seller
shall cause I.E.L.S., Inc. to change those
certificates for, and to deliver to Buyer at the
Closing, a certificate representing the Shares
registered in the name of Buyer (without any
legend or other reference to any Encumbrance).
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(b) The documents contemplated by Section 3.
(c) All other documents, instruments and writings
required by this Agreement to be delivered by
Seller at the Closing and any other documents or
records relating to Direct Touch Research, Inc.'s
business reasonably requested by Buyer in
connection with this Agreement.
2.3 Deliveries by Buyer. At the Closing, Buyer shall deliver
the following to Seller:
(a) The shares as contemplated by Section 1;
(b) The documents contemplated by Section 4;
(c) All other documents, instruments and writings
required by this Agreement to be delivered by
Buyer at the Closing; and
(d) A legal opinion certifying the Buyer
representatives and warranties.
3. Conditions to Buyer's Obligations.
The obligations of Buyer to effect the Closing shall be subject to the
satisfaction at or prior to the Closing of the following conditions, any one or
more of which may be waived by Buyer:
3.1 Representations, Warranties and Agreements.
(a) The representations and warranties of Seller set
forth in this Agreement shall be true and complete
in all material respects as of the Closing Date as
though made at such time,
(b) Seller shall have performed and complied in all
material respects with the agreements contained in
this Agreement required to be performed and
complied with by it at or prior to the Closing,
and
(c) Buyer shall have received a certificate to that
effect signed by an authorized representative of
Seller.
3.2 Resignations of Directors. All directors of I.E.L.S.,
Inc. and its Subsidiaries whose resignations shall have
been requested by Buyer not less than ten Business Days
before the Closing Date shall have submitted their
resignations or been removed effective as of the Closing
Date.
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4. Conditions to Seller's Obligations.
The obligations of Seller to effect the Closing shall be subject to the
satisfaction at or prior to the Closing of the following conditions, any one or
more of which may be waived by Seller:
4.1 Representations, Warranties and Agreements.
(a) The representations and warranties of Buyer set
forth in this Agreement shall be true and complete
in all material respects as of the Closing Date as
though made at such time,
(b) Buyer shall have performed and complied in all
material respects with the agreements contained in
this Agreement required to be performed and
complied with by it prior to or at the Closing,
and
(c) Seller shall have received a certificate to that
effect signed by an officer of Buyer.
5. Representations and Warranties of Seller.
Seller represents and warrants to Buyer that, to the Knowledge of
Seller (which limitation shall not apply to Section 5.3), and except as set
forth in the Disclosure Letter.
5.1 Organization of Seller, Authorization. Seller is a
corporation duly organized, validly existing and in good
standing under the laws of Nevada with full corporate
power and authority to execute and deliver this Agreement
and to perform its obligations hereunder. The execution,
delivery and performance of this Agreement have been duly
authorized by all necessary corporate action of Seller
and this Agreement constitutes a valid and binding
obligation of Seller, enforceable against it in
accordance with its terms.
5.2 Conflict as to Seller. Neither the execution and delivery
of this Agreement nor the performance of Buyer's
obligations hereunder will (a) violate any provision of
the certificate of incorporation or by-laws of Seller or
(b) violate any statute or law or any judgement, decree,
order, regulation or rule of any court or other
Governmental Body applicable to Seller.
5.3 Ownership of Shares. The delivery of certificates to
Buyer and the payment to Seller will result in Buyer's
immediate acquisition of record and beneficial ownership
of the Shares, free and clear of all Encumbrances. There
are no outstanding options, rights, conversion rights,
agreements or commitments of any kind relating to the
issuance,
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sale or transfer of any Equity Securities or other
securities of Direct Touch Research, Inc.
5.4 Financial Statements. Seller has delivered to Buyer: (a)
consolidated balance sheets of Direct Touch Research,
Inc. and its Subsidiaries as at 5/31/98, and 5/31/98 and
statements of income and changes in financial position
for each of the years in the three-year period ended
5/31/98, together with the report thereon of 5/31/98, and
(b) an unaudited consolidated summary balance sheet of
Direct Touch Research, Inc. and its Subsidiaries as at
5/31/98 (the "Balance Sheet"), as well as consolidated
summary statements of operating results and cash
generation for the three months ending thereon. Such
financial statements and notes fairly present the
consolidated financial condition and results of
operations of Direct Touch Research, Inc. and its
Subsidiaries as at the respective dates thereof and for
the periods therein referred to, all in accordance with
generally accepted United States accounting principles
consistently applied throughout the periods involved,
except as set forth in the notes thereto, except, in the
case of the Balance Sheet and the accompanying
statements, for audit adjustments and the absence of
footnotes.
5.5 Title to Properties. Either Direct Touch Research, Inc.
or one of its Subsidiaries owns all the material
properties and assets that they purport to own (real,
personal and mixed, tangible and intangible), including,
without limitation, all the material properties and
assets reflected in the Balance Sheet (except for
property sold since the date of the Balance Sheet in the
ordinary course of business or leased under capitalized
leases), and all the material properties and assets
purchased or otherwise acquired by Direct Touch Research,
Inc. or any of its Subsidiaries since the date of the
Balance Sheet.
5.6 Buildings, Plants and Equipment. The buildings, plants,
structures and material items of equipment and other
personal property owned or leased by Direct Touch
Research, Inc. or its Subsidiaries are, in all respects
material to the business or financial condition of Direct
Touch Research, Inc. and its Subsidiaries, taken as a
whole, in good operating condition and repair (ordinary
wear and tear excepted) and are adequate in all such
respects for the purposes for which they are being used.
5.7 Litigation. There is no action, suit, inquiry, proceeding
or investigation by or before any court or Governmental
Body pending or threatened in writing against or
involving Direct Touch Research, Inc. or any of its
Subsidiaries which is likely to have a material adverse
effect on the business or financial condition of
I.E.L.S., Inc. and its Subsidiaries, taken as whole, or
which would require a payment by I.E.L.S., Inc. or its
subsidiaries in excess of $2,000 in the aggregate or
which questions or
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challenges the validity of this Agreement. Neither Direct
Touch Research, Inc. nor any or its Subsidiaries is
subject to any judgment, order or decree that is likely
to have a material adverse effect on the business or
financial condition of I.E.L.S., Inc. and its
Subsidiaries, taken as a whole, or which would require a
payment by I.E.L.S., Inc. or its subsidiaries in excess
of $2,000 in the aggregate.
5.8 Absence of Certain Changes. Since the date of the Balance
Sheet, neither Direct Touch Research, Inc. nor any of its
Subsidiaries has:
(a) suffered the damage or destruction of any of its
properties or assets (whether or not covered by
insurance) which is materially adverse to the
business or financial condition of Direct Touch
Research, Inc. and its Subsidiaries, taken as a
whole, or made any disposition of any of its
material properties or assets other than in the
ordinary course of business;
(b) made any change or amendment in its certificate of
incorporation or by-laws, or other governing
instruments;
(c) issued or sold any Equity Securities or other
securities, acquired, directly or indirectly, by
redemption or otherwise, any such Equity
Securities, reclassified, split-up or otherwise
changed any such Equity Security, or granted or
entered into any options, warrants, calls or
commitments of any kind with respect thereto;
(d) paid, discharged or satisfied any material claim,
liability or obligation (absolute, accrued,
contingent or otherwise), other than in the
ordinary course of business;
(e) prepaid any material obligation having a maturity
of more than 90 days from the date such obligation
was issued or incurred;
(f) cancelled any material debts or waived any
material claims or rights, except in the ordinary
course of business;
(g) made any capital expenditures or additions to
property, plant or equipment or acquired any other
property or assets (other than raw materials and
supplies) at a cost in excess of $2,000 in the
aggregate;
(h) written off or been required to write off any
notes or accounts receivable in an aggregate
amount in excess of $2,000;
5.9 No Material Adverse Change. Since the date of the Balance
Sheet, there
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has not been any material adverse change in the business
or financial condition of Direct Touch Research, Inc. and
its Subsidiaries taken as a whole, other than changes
resulting from economic conditions prevailing in the
United States.
5.10 Brokers or Finders. Seller has not employed any broker or
finder or incurred any liability for any brokerage or
finder's fees or commissions, or similar payments in
connection with the sale of the Shares to Buyer.
5.11 Transactions with Directors and Officers. Direct Touch
Research, Inc. and its Subsidiaries do not engage in
business with any Person (other than Seller) in which any
of Direct Touch Research, Inc.'s directors or officers
has a material equity interest. No director or officer of
Direct Touch Research, Inc. owns any property, asset or
right which is material to the business of Direct Touch
Research, Inc. and its Subsidiaries, taken as a whole.
6. Representations and Warranties of Buyer.
Buyer represents and warrants to Seller as follows:
6.1 Organization of Buyer; Authorization. Buyer is a
corporation duly organized, validly existing and in good
standing under the laws of Nevada, with fall corporate
power and authority to execute and deliver this Agreement
and to perform its obligations hereunder. The execution,
delivery and performance of this Agreement have been duly
authorized by all necessary corporate action of Buyer and
this Agreement constitutes a valid and binding obligation
of Buyer, enforceable against it in accordance with its
terms.
6.2 Brokers or Finders. Buyer has not employed any broker or
finder or incurred any liability for any brokerage or
finder's fees or commissions or similar payments in
connection with any of the transactions contemplated
hereby.
6.3 Purchase for Investment. Buyer is purchasing the shares
solely for its own account for die purpose of investment
and not with a view to, or for sale in connection with,
any distribution of any portion thereof in violation of
any applicable securities law.
6.4 Conflict as to Buyer. Neither the execution and delivery
of this Agreement nor the performance of Buyer's
obligations hereunder will: (a) violate any provision of
the certificate of incorporation or by-laws of Buyer or
(b) violate any statute or law or any judgment, decree,
order, regulation or rule of any court or other
Governmental Body applicable to Buyer.
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6.5 Buyer is a publicly traded company which trades on the
OTC:BB under the ticker symbol IELL. Buyer has properly
filed all documentation with the SEC, NASD or other
applicable bodies necessary to become and remain a
publicly traded company.
6.6 There are no pending or threatened legal or regulatory
claims, demands or liabilities of any kind or nature
against buyers of its assets.
6.7 Buyer has filed all federal, state and local income or
other tax returns as required by law, and has paid all
taxes which are due, and has no tax delinquencies of any
kind.
6.8 There are currently 4,200,000 shares issued and
outstanding in Buyer, with 2,590,000 freely tradable. The
shares, when issued were properly distributed under
applicable securities laws, and Buyer has taken no action
to cause said stock to lose its free trading status.
There are no warrants, option agreements or pending
subscription agreements whereby Buyer is obligated to
issue any additional stock to any person. Buyer will, at
closing, cause to be cancelled all certificates
representing the current insider stock (1,610,000 shares)
or transferred.
6.9 Upon closing, seller's shareholders will receive a
controlling interest in and complete management control
over Buyer by virtue of their stock ownership, and there
are no shareholder rights or agreements, or other legal
impediments to the transfer of management control of
Buyers.
7. Access and Reporting; Filings With Governmental Authorities.
7.1 Access. Between the date of this Agreement and the
Closing Date, Seller shall, and shall cause Direct Touch
Research, Inc. to, (a) give Buyer and its authorized
representatives reasonable access to all plants, offices,
warehouse and other facilities and properties of Direct
Touch Research, Inc. and its Subsidiaries and to the
books and records of Direct Touch Research, Inc. and its
Subsidiaries, (b) permit Buyer to make inspections
thereof, and (c) cause its officers and its advisors to
furnish Buyer with such financial and operating data and
other information with respect to the business and
properties of Direct Touch Research, Inc. and its
Subsidiaries and to discuss with Buyer and its authorized
representatives the affairs of Direct Touch Research,
Inc. and its Subsidiaries, all as Buyer may from time to
time reasonably request.
7.2 Exclusivity. From the date hereof until the earlier of
the Closing or the termination of this Agreement, Seller
shall not solicit or negotiate or enter
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into any agreement with any other Person with respect to
or in furtherance of any proposal for a merger or
business combination involving, or acquisition of any
interest in, or (except in the ordinary course of
business) sale of assets by, Direct Touch Research, Inc.,
except for the acquisition of the Shares by Buyer.
7.3 Publicity. Between the date of this Agreement and the
Closing Date, Seller and Buyer shall, and Seller and
Buyer shall cause I.E.L.S., Inc. to, discuss and
coordinate with respect to any public filing or
announcement or any internal or private announcement
(including any general announcement to employees)
concerning the contemplated transaction.
7.4 Confidentiality. Prior to the Closing Date (or at any
time if the Closing does not occur) Buyer shall keep
confidential and not disclose to any Person (other than
its employees, attorneys, accountants and advisors) or
use (except in connection with the transactions
contemplated hereby) all nonpublic information obtained
by Buyer pursuant to Section 7.l. Following the Closing,
Seller shall keep confidential and not disclose to any
Person (other than its employees, attorneys, accountants
and advisors) or use (except in connection with preparing
Tax Returns and conducting proceeds relating to Taxes)
any nonpublic information relating to I.E.L.S., Inc. and
its Subsidiaries. This Section 7.7 shall not be violated
by disclosure pursuant to court order or as otherwise
required by law, on condition that notice of the
requirement for such disclosure is given the other party
prior to making any disclosure and the party subject to
such requirement cooperates as the other may reasonably
request in resisting it. If the Closing does not occur,
Buyer shall return to Seller, or destroy, all information
it shall have received from Seller or Direct Touch
Research, Inc. in connection with this Agreement and the
transactions contemplated hereby, together with any
copies or summaries thereof or extracts therefrom. Seller
and Buyer shall use their best efforts to cause their
respective representatives, employees, attorneys,
accountants and advisors to whom information is disclosed
pursuant to Sections 7.1 and 7.6 to comply with the
provisions of this Section 7.7.
8. Conduct of Direct Touch Research, Inc.'s Business Prior to the
Closing.
8.1 Operation in Ordinary Course. Between the date of this
Agreement and the Closing Date, Seller shall cause Direct
Touch Research, Inc. and its Subsidiaries to conduct
their businesses in all material respects in the ordinary
course.
8.2 Business Organization. Between the date of this Agreement
and the Closing Date, Seller shall use its reasonable
efforts, and shall cause Direct Touch Research, Inc. and
each of its Subsidiaries to use its respective
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reasonable efforts, to (a) preserve substantially intact
the business organization of Direct Touch Research, Inc.
and each of its Subsidiaries and keep available the
services of the present officers and employees of Direct
Touch Research, Inc. and each of its Subsidiaries, and
(b) preserve in all material respects the present
business relationships and good will of Direct Touch
Research, Inc. and each of its Subsidiaries.
8.3 Corporate Organization. Between the date of this
Agreement and the Closing Date, neither Buyer or Seller
shall not cause or permit any amendment of the
certificate of incorporation or by-laws (or other
governing instrument) of Direct Touch Research, Inc. or
any of its Subsidiaries, and shall cause Direct Touch
Research, Inc. and each of its Subsidiaries not to:
(a) issue, sell or otherwise dispose of any of its
Equity Securities, or create, sell or otherwise
dispose of any options, rights, conversion rights
or other agreements or commitments of any kind
relating to the issuance, sale or disposition of
any of its Equity Securities;
(b) sell or otherwise dispose of any Equity Securities
of Direct Touch Research, Inc. or any of its
Subsidiaries, or create or suffer to be created
any Encumbrance thereon, or create, sell or
otherwise dispose of any options, rights,
conversion rights or other agreements or
commitments of any kind relating to the sale or
disposition of any Equity Securities of Direct
Touch Research, Inc. or any of its Subsidiaries;
(c) reclassify, split up or otherwise change any of
its Equity Securities;
(d) be party to any merger, consolidation or other
business combination;
(e) sell, lease, license or otherwise dispose of any
of its properties or assets (including, but not
limited to rights with respect to patents and
registered trademarks and copyrights or other
proprietary rights), in an amount which is
material to the business or financial condition of
Direct Touch Research, Inc. and its Subsidiaries,
taken as a whole, except in the ordinary course of
business.
9. Survival of Representations and Warranties; Indemnification.
9.1 Survival. No representation or warranty contained in this
Agreement or in any certificate or document delivered
pursuant hereto shall survive the Closing, except for
those contained in Sections 5.1, 5.2, 5.3 (only as to
Seller), 5.10, 6.1, 6.2, 6.3, 6.4 (the "Surviving
Representations and Warranties").
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9.2 Indemnification by Seller. Seller shall indemnify and
hold harmless Buyer and I.E.L.S., Inc., and shall
reimburse Buyer and I.E.L.S., Inc. for, any loss,
liability, damage or expense (including reasonable
attorneys fees) (collectively, "Damages") arising from or
in connection with (a) any inaccuracy in any of the
Surviving Representations and Warranties of Seller in
this Agreement or (b) any failure by Seller to perform or
comply with any agreement in this Agreement.
9.3 Indemnification by Buyer. Buyer shall indemnify and hold
harmless Seller, and shall reimburse Seller for, any
Damages arising from or in connection: with (a) any
inaccuracy in any of the Surviving Representations and
Warranties of Buyer in this Agreement, (b) any failure by
Buyer to perform . or comply with any agreement in this
Agreement except that after the Closing no claim shall be
made with respect to the failure. to perform or comply
with any agreement required to have been performed or
complied with prior to the Closing Date, (c) any claims
arising from the conduct of the business of Direct Touch
Research, Inc; and the Subsidiaries after the Closing and
(d) any payments made by Seller after the Closing
pursuant to any guaranty by Seller of any obligation of
I.E.L.S., Inc. or any of its Subsidiaries (other than as
contemplated by Section 2.4). Buyer shall use its best
efforts to obtain Seller's release from any such
guaranties.
10. Termination.
Termination. This Agreement may be terminated before the Closing
occurs only as follows:
(a) By written agreement of Seller and Buyer at
any time.
(b) By Seller, by notice to Buyer at any time, if one
or more of the conditions specified in Section 4
is not satisfied at the time at which the Closing
(as it may be deferred pursuant to Section 2.1)
would otherwise occur or if satisfaction of such a
condition is or becomes impossible.
(c) By Buyer, by notice to Seller at any time, if one
or more of the conditions specified in Section 3
is not satisfied at the time at which the Closing
(as it may be deferred pursuant to Section 2.1),
would otherwise occur or if satisfaction of such a
condition is or becomes impossible.
(d) By Buyer or Seller, by notice to the other at any
time after 12-17-97.
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11. Effect of Termination.
If this Agreement is terminated pursuant to Section 12.1, this
Agreement shall terminate without any liability or further obligation of any
party to another.
12. Notices.
All notices, consents, assignments and other communications under this
Agreement shall be in writing and shall be deemed to have been duly given when
(a) delivered by hand, (b) sent by telex or telecopier (with receipt
confirmed), provided that a copy is mailed by registered mail, return receipt
requested, or (c) received by the delivery service (receipt requested), in each
case to the appropriate addresses, telex numbers and telecopier numbers set
forth below (or to such other addresses, telex numbers and telecopier numbers
as a party may designate as to itself by notice to the other parties).
(a) If to Buyer: (b) If to Seller:
c/o Xxxxx X. Xxxxxxx, Esq. Xxxxx Xxxxx
0000 X. Xxxxxx Xxx Xx. #000-X
Xxx Xxxxx, XX 00000
Telecopier No.: 000-000-0000 Telecopier No.:
Attention: Xxxxx X. Xxxxxxx Attention: Xxxxx Xxxxx
13. Miscellaneous.
13.1 Expenses. Each party shall bear its own expenses incident
to the preparation, negotiation, execution and delivery
of this Agreement and the performance of its obligations
hereunder.
13.2 Captions. The captions in this Agreement are for
convenience of reference only and shall not be given any
effect in the interpretation of this agreement.
13.3 No Waiver. The failure of a party to insist upon strict
adherence to any term of this Agreement on any occasion
shall not be considered a waiver or deprive that party of
the right thereafter to insist upon strict adherence to
that term or any other term of this Agreement. Any waiver
must be in writing.
13.4 Exclusive Agreement; Amendment. This Agreement supersedes
all prior agreements among the parties with respect to
its subject matter and is intended (with the documents
referred to herein) as a complete and exclusive statement
of the terms of the agreement among the parties with
respect thereto and cannot be changed or terminated
orally.
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13.5 Counterparts. This Agreement may be executed in two or
more counterparts, each of which shall be considered an
original, but all of which together shall constitute the
same instrument.
13.6 Governing Law. This Agreement and (unless otherwise
provided) all amendments hereof and waivers and consents
hereunder shall be governed by the internal law of the
State of Nevada, without regard to the conflicts of law
principles thereof.
13.7 Binding Effect. This Agreement shall inure to the benefit
of and be binding upon the parties hereto and their
respective successors and assigns, provided that neither
party may assign its rights hereunder without the consent
of the other except that Buyer may assign its rights (but
not its obligations) under this Agreement to its
wholly-owned Subsidiary without the consent of Seller,
provided that, after the Closing, no consent of Seller
shall be needed in connection with any merger or
consolidation of Buyer with or into another entity.
I.E.L.S., Inc.
/s/ Xxxxx Xxxx Xxxxxx
--------------------------------
By: Xxxxx Xxxx Xxxxxx, Secretary
Direct Touch Research, Inc.
/s/ Xxxxx X. Xxxxx
--------------------------------
By: Xxxxx X. Xxxxx
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ADDENDUM
The following clauses are hereby incorporated into and become a part of
the Acquisition Agreement dated September 10, 1998 by and between I.E.L.S.,
Inc, and Direct Touch Research, Inc. as if they had been fully included in the
body of the agreement.
1.3 Anti Dilution. Direct Touch Research, Inc. and its officers and
directors hereby agree that for a period of 1 year the merged company
shall not name in any stock splits or reverses. They may not change any
other attributes of any of the company's stock, nor may they issue any
new series of stock without the initial I.E.L.S., Inc. shareholder
approval, other than for acquisitions, employee options or third party
financing, or for other Bona Fide corporate purposes. In the case of
employee options, third party financing and other Bona Fide corporate
proposes such shares must be issued at least 50% of the then current
market price. Direct Touch Research, Inc. and its officers and
directors also agree that for a period of 1 year the percentage of
stock ownership by the initial shareholder of I.E.L.S., shall be
obtained. Thus any additional issuance or sale of stock (of any type or
series, whether common or preferred) by the Company post merger would
require a proportional issuance or sale at the sales price to the
initial shareholders of I.E.L.S., Inc. The proportional holdings of the
I.E.L.S. initial shareholders shall not be deluded ( except for arms
length acquisitions) except with their consent which must not be
unreasonably withheld. The I.E.L.S initial shareholders shall have a
right of first refusal to participate in any sales in relation to third
party financing. This Section 1.3 shall survive the closing of the
merger.
Incorporated into the Acquisition Agreement this 11th day of September, 1998.
I.E.L.S., Inc. Direct Touch Research, Inc.
/s/ Xxxxx Xxxx Xxxxxx /s/ Xxxxx X. Xxxxx
--------------------------------- ------------------------------
By: Xxxxx Xxxx Xxxxxx, Secretary By: Xxxxx X. Xxxxx, President
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