REORGANIZATION AND STOCKPURCHASE AGREEMENT ("Agreement"), dated August 30, 1999
(the "Effective Date"), by and among Powerhouse International Corporation, a
Nevada corporation (hereinafter called "Powerhouse")) and Asia Pacific Co., LTD,
a Niue corporation (hereinafter "APC")
WITNESSETH
WHEREAS, the Shareholders Asia Pacific Co., LTD ("the Shareholders") desire
to sell 100% of the Shares of the ownership interests of APC (the "APC Shares"),
on the terms and conditions set forth in this Reorganization and stock Purchase
Agreement (hereinafter called "Agreement")
WHEREAS, Powerhouse desires to issue and sell up to an aggregate of 690,000
of its Common Stock (the "Powerhouse Shares") to the Shareholders for the
transfer of the APC Shares to Powerhouse on the terms and conditions set forth
in the Agreement.
NOW THEREFORE, in consideration of the premises and respective mutual
agreements, convenants, representations and warranties herein contained, it is
agreed between the parties hereto as follows:
ARTICLE 1
SALE AND PURCHASE OF THE SHARES
1.1 Sale of the APC Shares.
At the Closing, subject to the terms and conditions herein set fort, and on the
basis of the representations, warranties and agreements herein contained, the
Shareholders shall sell Powerhouse, and Powerhouse shall purchase from the
Shareholders, the APC Shares.
1.2 Sale of the Powerhouse Common Stock.
At the Closing, subject to the terms and conditions herein set forth, and on the
basis of the representations, warranties and agreements herein contained,
Powerhouse shall sell to the Shareholders and the Shareholders shall purchase
from Powerhouse the Powerhouse Shares.
1.3 Instruments of Conveyance and Transfer.
At the Closing, the Shareholders shall deliver certificates representing the APC
Shares to and registered in the Shareholder's name, in form and substance
satisfactory to Powerhouse as shall be effective to vest in Powerhouse all
right, title and interest in and to all of the APC Shares. At the Closing,
Powerhouse shall deliver certificates representing an aggregate of at least
690,000 shares of common stock of Powerhouse, a public Company.
ARTICLE 2
REPRESENTATIONS AND WARRANTIES
2.1 Representations and Warranties
To induce Powerhouse to enter into this Agreement and to consummate the
transactions contemplated hereby, the Shareholders represent and warrant, as of
the date hereof and as of the Closing, as follows:
2.1.1 Authority of APC
The Directors of APC have the full right, power and authority to enter into
this Agreement and to carry out and consummate the transaction contemplated
herein. This Agreement constitutes the legal, valid and binding obligation of
the Shareholders.
2.1.2 Existence of APC
APC is a Niue Corporation duly organized, validly existing and in good standing
under the laws of the Country of Niue. It has all requisite corporate power,
franchises, licenses, permits and authority to own its properties and assets and
to carry on its business as it has been and is being conducted. It is in good
standing in each state, nation or other jurisdiction in each state, nation or
other jurisdiction wherein the character of the business transacted by it makes
such qualification necessary.
2.1.3 Capitalization of APC.
The authorized owner interest of APC consists of 10,000,000 Shares of Common
Stock of which 6,900,000 are issued and outstanding. No other shares of PAC are
issued and outstanding. All of the issued and outstanding Shares have been duly
and validly issued in accordance and compliance with all applicable laws, rules
and regulations and are fully paid and on assessable. There are no options,
warrants, rights, calls, commitments, plans, contracts or other agreements of
any character granted or issued by APC which provide for the purchase, issuance
or transfer of any Shares of the ownership interest of APC nor are there any
outstanding securities granted or issued by APC that are convertible into any
Shares of the ownership securities of APC, and none is authorized. APC is not
obligated or committed to purchase, redeem or otherwise acquire any of its
equity. All presently exercisable voting rights in APC are vested exclusively
in its outstanding Shareholders interests, each share of which is entitled to
one vote on every matter to come before it's shareholders, and other than as may
be contemplated by this Agreement, there are no voting trusts or other voting
arrangements with respect to any of APC's Shareholders interests.
2.1.4 Subsidiaries
"Subsidiary" or "Subsidiaries" means all corporations, trusts, partnerships,
associations, joint ventures or other Persons, as defined below, of which a
corporation or any other Subsidiary of such corporation owns not less than
twenty percent (20%) of the voting securities or other equity or of which such
corporation or any other Subsidiary of such corporation possesses, directly or
indirectly, the power to direct or cause the direction of the management and
policies, whether through ownership of voting Shares, management contracts or
otherwise. "Person" means any individual, corporation, trust, association,
partnership, proprietorship, joint venture or other entity. There are no
Subsidiaries of APC.
2.1.5 Execution of Agreement
The execution and delivery of this Agreement does not, and the consummation of
the transactions contemplated hereby will not: (a) violate, conflict with,
modify or cause any default under or acceleration of (or give any party any
right to declare any default or acceleration upon notice or passage of time or
both), in whole or in part, any charter, bylaw, mortgage, lien, deed of trust,
indenture, lease, agreement, instrument, order, injunction, decree, judgment,
law3 or any other restriction of any kind to which either the Shareholders or
APC are a party or by which either of them or any of their properties are bound;
(b) result in the creation of any security interest, lien, encumbrance, adverse
claim, proscription or restriction on any property asset (whether real,
personal, mixed, tangible or intangible), right, contract, agreement or business
of the Shareholders or APC; (c) violate any law, rule or regulation of any
federal or state regulatory agency; or (d) permit any federal or state
regulatory agency to impose any restrictions or limitations of any nature on the
Shareholders or APC or any of their respective actions.
2.1.6 Taxes. Except as specifically set forth in Attachment "A":
2.1.6.1
All taxes, assessments, fees, penalties, interest and other governmental charges
with respect to APC which have become due and payable on the date hereof have
been paid in full or adequately reserved against by APC, (including without
limitation, income, property, sales, use, franchise, capital stock, excise,
added value, employees' income withholding, social security and unemployment
taxes), and all interest and penalties there on with respect to the periods then
ended and for all periods thereto;
2.1.6.2
The consummation of the transactions contemplated by this Agreement will not
result in the imposition of any additional taxes on or assessments against APC.
2.1.6.3
The consummation of the transactions contemplated by this Agreement will not
result in the imposition of any additional taxes on or assessments against APC.
2.1.7 Disputes and Litigation.
Except as specifically set forth in attachment "B", attached hereto, there is no
suit, action, litigation, proceeding, investigation, claim, complaint, or
accusation pending, threatened against or affecting APC or any of its
properties, assets or business or to which APC is a party, in any court or
before any arbitrator of any kind or before or by any governmental agency
(including, without limitation, any federal, state, local, foreign or other
governmental department, commission, board, bureau, agency or instrumentality),
and there is no basis for such suit, action, litigation, proceeding
investigation, claim, complaint, or accusation; 9b) there is no pending or
threatened change in any environmental, zoning or building laws, regulations or
ordinances which affect or could affect APC or any of its properties, assets or
businesses; and there is no outstanding order, writ, injunction, decree,
judgment or award by any court, arbitrator or governmental body against or
affecting APC or any of its properties, assets or business. There is no
litigation, proceeding, investigation, claim, complaint or accusation, formal or
informal, or arbitration pending, or any of the aforesaid threatened, or any
contingent liability which would give rise to any right of indemnification or
similar right on the part of any director or officer of APC or any such person's
heirs, executors or administrators as against APC.
2.1.8 Compliance with laws.
Except as specifically set forth in Attachment "C", APC has at all times been,
and presently is, in full compliance with, and has not received notice of any
claimed violation of, any applicable federal, state, local, foreign and other
laws, rules and regulations. APC has filed all returns, reports and other
documents and furnished all information required or requested by any federal,
state, local or foreign governmental agency and all such returns, reports
documents and information are true and complete in all respects. All permits,
licenses, orders, franchises and approvals of all federal, state, local or
foreign governmental or regulatory bodies required of APC for the conduct of its
business have been obtained, no violations are or have been recorded in respect
of any such permits, licenses, orders, franchises and approvals, and there is no
litigation, proceeding, investigation, arbitration, claim, complaint or
accusation, formal or informal, pending or threatened, which may revoke, limit,
or question the validity, sufficiency or continuance of any such permit,
license, order franchise or approval. Such permits, licenses, orders,
franchises and approvals are valid and sufficient for all activities presently
carried on by APC.
2.1.9 Guaranties
Except as specifically set forth in Attachment "D" APC has not guaranteed any
dividend, obligation or indebtedness of any Person; nor has any Person
guaranteed any dividend, obligation or indebtedness of APC.
2.1.9 Books and Records
APC keeps its books, records and accounts (including, without limitation, those
kept for financial reporting purposes and for tax purposes) in accordance with
good business practice and in sufficient detail to reflect the transactions and
dispositions of its assets, liabilities and equities. The minute books of the
APC contain records of its Shareholders' and directors' meetings and of action
taken by Shareholders and directors. The meeting of directors and Shareholders
referred to in such minute books were duly called and held, and the resolutions
appearing in such minute books were duly adopted. The signatures appearing on
all documents contained in such minute books are the true signatures of the
persons purporting to have signed the same.
2.2 Representations and Warranties of Powerhouse
To induce the Shareholders to enter into this Agreement and to consummate the
transactions contemplated hereby, Powerhouse represents and warrants, as of the
date hereof and as of the Closing, as follows:
2.2.1 Corporate Existence and Authority of Powerhouse
Powerhouse is a corporation duly organized, validly existing and in good
standing under the laws of the State of Nevada. It has all requisite corporate
power, franchises, licenses, permits and authority to own its properties and
assets and to carry on its business as it has been and is being conducted. It
is in good standing in each state, nation or other jurisdiction in each state,
nation or other jurisdiction wherein the character of the business transacted by
it makes such qualification necessary.
2.2.2 Capitalization of Powerhouse
The authorized equity securities of Powerhouse consists of 100,000,000 shares of
common stock, of which 14,363,334 shares are issued. No other shares of capital
stock of Powerhouse are issued and outstanding. All of the issued and
outstanding shares have been duly and validly issued in accordance and
compliance with all applicable laws, rules and regulations and are fully paid
and non-assessable. Except as set forth herein, there are no options, warrants,
rights, calls, commitments, plans, contracts or other agreements of any
character granted or issued by Powerhouse which provide for the purchase,
issuance or transfer of any shares of the capital stock of Powerhouse nor are
there any outstanding securities granted or issued by Powerhouse that are
convertible into any shares of the Equity securities of Powerhouse, and non is
authorized. Except as set forth herein, Powerhouse is not obligated or
committed to purchase, redeem or otherwise acquire any of its equity. All
presently exercisable voting rights in Powerhouse are vested exclusively in its
outstanding shares of common stock, each share of which is entitled to one vote
on every matter to come before it's Shareholders, and other than as may be
contemplated by this Agreement, there are no voting trusts or other voting
arrangements with respect to any of Powerhouse's equity securities.
2.2.3 Subsidiaries
Powerhouse does not have any wholly owned subsidiaries. Powerhouse will hold,
Asia Pacific Co., LTD as a subsidiary.
2.2.4 Execution of Agreement
The execution and delivery of this Agreement does not, and the consummation of
the transactions contemplated hereby will not: (a) violate, conflict with,
modify or cause any default under or acceleration of (or give any party any
right to declare any default or acceleration upon notice or passage of time or
both), in whole or in part, any charter, article of incorporation, bylaw,
mortgage, lien, deed of trust, indenture, lease, agreement, instrument, order,
injunction, decree, judgment, law or any other restriction of any kind to which
Powerhouse is a party or by which it or any of its properties are bound; (b)
result in the creation of any security interest, lien, encumbrance, adverse
claim, proscription or restriction on any property or asset (whether real,
personal, mixed, tangible or intangible), right, contract, agreement or business
of Powerhouse; (c) violate any law, rule or regulation of any federal or state
regulatory agency; or (d) permit any federal or state regulatory agency to
impose any restrictions or limitations of any nature on Powerhouse or any of its
actions.
2.2.5 Taxes
2.2.5.1
All taxes, assessments, fees, penalties, interest and other governmental charges
with respect to Powerhouse which have become due and payable on the date hereof
have been paid in full or adequately reserved against by Powerhouse, 9 including
without limitation, income, property, sales, use, franchise, capital stock,
excise, added value, employees' income withholding, social security and
unemployment taxes), and all interest and penalties thereon with respect to the
periods then ended and for all periods thereto;
2.2.5.2
There are no agreements, waivers or other arrangements providing for an
extension of time with respect to the assessment of any tax or deficiency
against Powerhouse, nor are there any actions, suits, proceedings,
investigations or claims now pending against Powerhouse, nor are there any
actions, suits, proceedings, investigations or claims now pending against
Powerhouse, nor are there any actions, suits, proceedings, investigations or
claims now pending against Powerhouse in respect to any tax or assessment, or
any matters under discussion with any federal, state, local or foreign authority
relating to any taxes or assessments, or any claims for additional taxes or
assessments asserted by any such authority, and there is no basis for the
assertion of any additional taxes or assessments against Powerhouse, and
2.2.5.3
The consummation of the transactions contemplated by this Agreement will not
result in the imposition of any additional taxes on or assessments against
Powerhouse.
2.2.6 Disputes and Litigation
There is no suit, action, litigation, proceeding, investigation, claim,
compliant, or accusation pending, threatened against or affecting Powerhouse or
any of its properties, assets or business or to which or to which Powerhouse is
a party, in any court or before any arbitrator of any kind or before or by any
governmental agency (including, without limitation, any federal, state, local,
foreign or other governmental department, commission, board, bureau, agency or
instrumentality), and there is no basis for such suit, action, litigation,
proceeding, investigation, claim, complaint, or accusation; (b) there is no
pending or threatened change in any environmental, zoning or building laws,
regulations or ordinances which affect or could affect Powerhouse or any of its
properties, assets or businesses; and (c) there is no outstanding order, writ,
injunction, decree, judgment or award by any court, arbitrator or governmental
body against or affecting Powerhouse or any of its properties, assets or
business. There is no litigation, proceeding, investigation, claim, complaint
or accusation, formal or informal, or arbitration pending, or any of the
aforesaid threatened, or any contingent liability which would give rise to any
right of indemnification or similar right on the part of any director or officer
of Powerhouse or any such person's heirs, executors or administrators as against
Powerhouse.
2.2.7 Compliance with laws
Powerhouse has at all times been, and presently is, in full compliance with, and
has not received notice of any claimed violation of, any applicable federal,
state, local, foreign and other law, rules and regulations. Powerhouse has
filed all returns, reports and other documents and furnished all information
required or requested by federal, state, local or foreign governmental agency
and all such returns, reports, documents and information are true and complete
in all respects. All permits, licenses, orders, franchises and approvals of all
federal, state, local or foreign governmental or regulatory bodies required of
Powerhouse for the conduct of its business have been obtained, no violations are
or have been recorded in respect of any such permits, licenses, orders,
franchises and approvals, and there is no litigation, proceeding, investigation,
arbitration, claim, complaint or accusation, formal or informal, pending or
threatened, which may revoke, limit, or question the validity, sufficiency or
continuance of any such permit, license, order, franchise or approval. Such
permits, licenses, orders, franchises and approvals are valid and sufficient for
all activities presently carried on by Powerhouse.
2.2.8 Guaranties
Powerhouse has not guaranteed any dividend, obligation or indebtedness of any
Person; nor has any Person guaranteed any dividend, obligation or indebtedness
of Powerhouse.
2.2.9 Books and Records.
Powerhouse keeps its books, records and accounts (including, without limitation,
those kept for financial reporting purposes and for tax purposes) in accordance
with good business practice and in sufficient detail to reflect the transactions
and dispositions of its assets, liabilities and equities. The minute books of
the Powerhouse contain records of its Shareholders' and directors' meetings and
of action taken by Shareholders and directors. The meeting of directors and
Shareholders referred to in such minute books were duly called and held, and the
resolutions appearing in such minute books were duly adopted. The signatures
appearing on all documents contained in such minute books are the true
signatures of the persons purporting to have signed the same.
ARTICLE 3
CLOSING AND DELIVERY OF DOCUMENTS
3.1 Closing
This is a binding Agreement. Closing shall be deemed to have occurred upon
delivery of documents within a reasonable time period but no later than
September 30, 1999.
3.2 Delivery by the Shareholders:
(a) the Shareholders shall deliver to Powerhouse the member certificates and
all instruments of conveyance and transfer required by Section 1.1.
(b) the shareholders shall deliver, or cause to be delivered, to Powerhouse
such instruments, documents and certificates as are required to be delivered by
the Shareholders or its representatives pursuant to the provisions of this
Agreement.
3.3 Delivery by Powerhouse:
(a) Powerhouse shall deliver to the Shareholders the stock certificates and
all instruments of conveyance and transfer required by section 1.2.
(b) Powerhouse shall deliver, or cause to be delivered, to the Shareholders
such instruments, documents and certificates as are required to be delivered by
Powerhouse or its representatives pursuant to the provisions of this Agreement.
ARTICLE 4
TERMINATION, AMENDMENT AND WAIVER
4.1 Termination
Notwithstanding anything to the contrary contained in the Agreement, this
Agreement may be terminated and the transactions contemplated hereby may be
abandoned at any time prior to the Closing by the mutual consent of all of the
parties;
4.2 Waiver and Amendment
Any term, provision, covenant, representation, warranty or condition of this
Agreement may be waived, but only by a written instrument signed by the party
entitled to the benefits thereof. The failure or delay of any party at any time
or times to require performance of any provision hereof or to exercise its
rights with respect to any provision hereof shall in no manner operate as a
waiver of or affect such party's right at a later time to enforce the same. No
waiver by any party of any condition, or of the breach of any term, provision,
covenant, representation or warranty contained in this Agreement, in any one or
more instances, shall be deemed to be or construed as a further or continuing
waiver of any such condition or breach or waiver of any other condition or of
the breach of any other term, provision, representation or warranty. No
modification or amendment to this Agreement shall be valid and binding unless it
be in writing and signed by all parties hereto.
ARTICLE 5
COVENANTS
5.1
To induce Powerhouse to enter into this Agreement and to consummate the
transactions contemplated hereby, and without limiting any covenant, agreement,
representation or warranty made the shareholders covenants and agrees as
follows:
5.1.1 Notices and Approvals
The Shareholders agree: (a) to give and to cause APC to give all notices to
third parties which may be necessary or deemed desirable by Powerhouse in
connection with this Agreement and the consummation of the transactions
contemplated hereby; 9b) to use its bet efforts to obtain and to cause APC to
obtain, all federal and state governmental regulatory agency approvals,
consents, permits, authorizations, and orders necessary or deemed desirable by
Powerhouse in connection with this Agreement and the consummation of the
transaction contemplated hereby; and (c) to use its best efforts to obtain, and
to cause APC to obtain, all consents and authorizations of any third parties
necessary or deemed desirable by Powerhouse in connection with this Agreement
and the consummation of the transactions contemplated hereby.
5.1.2 Information for Powerhouse's Statements and Applications
The Shareholders and APC and their employees, accountants and attorneys shall
cooperate fully with Powerhouse in preparation of any statements or applications
made by Powerhouse to any federal or state governmental regulatory agency in
connection with this Agreement and the transactions contemplated hereby and to
furnish Powerhouse with all information concerning the Shareholders and APC
necessary or deemed desirable by Powerhouse for inclusion in such statements and
applications, including, without limitation, all requisite financial statements
and schedule.
5.1.3 Access to Information
Powerhouse, together with its appropriate attorneys, agents and representatives,
shall be permitted to make the full and complete investigation of the
Shareholders and P\APC and have full access to all of the books and records of
the other during reasonable business hours. Notwithstanding the foregoing, such
parties shall treat all such information as confidential and shall not disclose
such information without the prior consent of the other.
5.2
To induce the Shareholders to enter into this Agreement and to consummate the
transactions contemplated hereby, and without limiting any covenant, agreement,
representation for warranty made Powerhouse covenants and agrees as follows:
5.2.1 Access to Information
The Shareholders, together with its appropriate attorneys, agents and
representatives, shall be permitted to make the full and complete investigation
of Powerhouse and have full access to all of the books and records of the other
during reasonable business hours. Notwithstanding the foregoing, such parties
shall treat all such information as confidential and shall not disclose such
information without the prior consent of the other.
ARTICLE 6
MISCELLANEOUS
6.1 Expenses
Except as otherwise specifically provided for herein, whether or not the
transactions contemplated hereby are consummated, each of the parties hereto
shall bear all taxes of any nature (including, without limitation, income,
franchise, transfer and sales taxes) and all fees and expenses relating to or
arising from its compliance with the various provisions of this Agreement and
such party's covenants to be performed hereunder, and except as otherwise
specifically provided for herein, each of the parties hereto agrees to pay all
of its own expenses (including, without limitation, attorneys and accountants'
fees and printing expenses) incurred in connection with this Agreement, the
transactions contemplated hereby, the negotiations leading to the same and the
preparations made to carrying the same into effect, and all such taxes, fees and
expense of the parties hereto shall be paid prior to Closing.
6.2 Notices
Any notice, request, instruction or other document required by the terms of this
Agreement, or deemed by any of the parties hereto to be desirable, to be given
to any other party hereto shall be in writing and shall be given by prepaid
telegram or delivered or mailed by registered or certified mail, postage
prepaid, with return receipt requested, to the following addresses:
To Powerhouse
Powerhouse, Inc.
000 X. Xxxxx Xxxxx
0xx Xxxxx
Xxxxxxx Xxxxx, XX 00000
With a copy to:
M. Xxxxxxx Xxxxxx
The Law Offices of M. Xxxxxxx Xxxxxx
000 Xxxxxxx Xxxxxx Xxxxx, Xxxxx 000
Xxxxxxx Xxxxx, XX 00000
To the Shareholders of Asia Pacific Co., Ltd., Inc.:
Xx. Xxxxx Xxxxxxx
000 Xxxxx Xxxxx Xxxxx
Xxxxxxx Xxxxx, XX 00000
The persons and addresses set forth above may be changed from time to tie by a
notice sent as aforesaid. If notice is given by delivery in accordance with the
provisions of this Section, said notice shall be conclusively deemed given at
the time of such deliver. If notice is given by mail in accordance with the
provisions of this Section, such notice shall be conclusively deemed given
forty-eight (48) hours after deposit thereof in the United States mail. If
notice is given by telegraph in accordance with the provisions of this Section,
such notice shall be conclusively deemed given at the time that the telegraphic
agency shall confirm delivery thereof to addressee.
6.3 Entire Agreement
This Agreement, together with the Schedule and exhibits hereto, sets forth the
entire agreement and understanding of the parties hereto with respect to the
transactions contemplated hereby, and supersedes all prior agreements,
arrangements and understandings related to the subject matter hereof. No
understanding, promise, inducement, statement of intention, representation,
warranty, covenant or condition, written or oral, express or implied, whether by
statute or otherwise, has been made by any party hereto which is not embodied in
this Agreement, or exhibits hereto or the written statements, certificates, or
other documents delivered pursuant hereto or in connection with the transactions
contemplated hereby, and no party hereto shall be bound by or liable for any
alleged understanding, promise, inducement, statement, representation, warranty,
covenant or condition not so set forth.
6.4 Survival of Representation
All statements of fact (including financial statements) contained in the
Schedule, the exhibits, the certificates or any other instrument delivered by or
on behalf of the parties hereto, or in connection with the transaction
contemplated hereby, shall be deemed representations and warranties by the
respective party hereunder. All representation, warranties agreements and
covenants hereunder shall survive the Closing and remain effective regardless of
any investigation or audit or any time made by or on behalf of the parties or of
any information a party may have in respect thereto. Consummation of the
transactions contemplated hereby shall not be deemed or construed to be a waiver
of any right or remedy possessed by any party hereto, notwithstanding that such
party knew or should have known at the time of closing that such right or remedy
existed.
6.5 Incorporated by Reference
All documents (including, without limitation, all financial statements)
delivered as part hereof or incident hereto are incorporated as part of this
Agreement by reference.
6.6 Remedies Cumulative
No remedy herein conferred upon Purchaser is intended to be exclusive of any
other remedy and each and every such remedy shall be cumulative and shall be in
addition to every other remedy given hereunder or now or hereafter existing at
law or in equity or by statute or otherwise.
6.7 Execution of Additional Documents
Each party hereto shall make, execute, acknowledge and deliver such other
instruments and documents, and take all such other actions as may be reasonably
required in order to effectuate the purposes of this Agreement and to consummate
the transactions contemplated hereby.
6.8 Finder's and Related Fees
Each of the parties hereto is responsible for, and shall indemnify the other
against, any claim by any third party to a fee, commission, bonus or other
remuneration arising by reason of any services alleged to have been rendered to
or at the instance of said party to this Agreement with respect to this
Agreement or to any of the transactions contemplated hereby.
6.9 Governing Law
This Agreement has been negotiated and executed in the State of California and
shall be construed and enforced in accordance with the laws of such state.
6.1
6.10 Forum
Each of the parties hereto agrees that any action or suit which may be brought
by any party hereto against any other party hereto in connection with this
Agreement or the transactions contemplated hereby may be brought only in a
federal or state court in Orange County, California.
6.11 Binding Effect and Assignment
This Agreement shall inure to the benefit of and be binding upon the parties
hereto and their respective heirs, executors, administrators, legal
representatives and assigns.
6.12 Counterparts
This Agreement may be executed in counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument. In making proof of this Agreement, it shall not be necessary to
produce or account for more than one such counterpart.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement, as of the
date first written herein above.
Powerhouse, Inc., a
Nevada corporation ("Powerhouse")
By: /s/ Xxxxxx Xxxxx
Its: President
Asia Pacific Co., Ltd., A Niue Corporation ("APC")
By: /s/ Xxxxx Xxxxxxx
Its: President
