EXHIBIT 10
ASSET SALE AGREEMENT
THIS AGREEMENT made as of August 15, 2002,
AMONG:
VERITAS DGC INC., a body corporate incorporated under the laws of
Delaware ("Veritas DGC")
-and-
XXXXXXX-XXXXXXX LIMITED PARTNERSHIP, a limited partnership formed under
the laws of Alberta, by its general partner XXXXXXX-XXXXXXX GP INC., a
body corporate incorporated under the laws of Alberta (the "Canadian
Purchaser")
-and-
VERITAS GEOPHYSICAL CORPORATION, a body corporate incorporated under
the laws of Delaware (the "US Purchaser")
-and-
VERITAS DGC LTD., a body corporate incorporated under the laws of
England and Wales (the "UK Purchaser")
-and-
VERITAS DGC AUSTRALIA PTY LIMITED, a body corporate incorporated under
the laws of Australia (the "Australian Purchaser")
-and-
XXXXXXX-XXXXXXX SOFTWARE SERVICES LTD., a body corporate incorporated
under the laws of Alberta (the "Canadian Vendor")
-and-
XXXXXXX-XXXXXXX SOFTWARE SERVICES (U.S.) INC., a body corporate
incorporated under the laws of Texas (the "US Vendor")
-and-
XXXXXXX-XXXXXXX SOFTWARE SERVICES LTD., a body corporate incorporated
under the laws of England and Wales (the "UK Vendor")
-and-
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XXXXXXX-XXXXXXX SOFTWARE SERVICES PTY LTD., a body corporate
incorporated under the laws of Australia (the "Australian Vendor")
-and-
XXXXXXX INVESTMENTS LTD., a body corporate incorporated under the laws
of Alberta ("HI")
-and-
XXXXXXX SEISMIC TRAINING LTD., a body corporate incorporated under the
laws of Alberta ("RST")
-and-
XXXXXX XXXXXXX, an individual resident in Calgary, Alberta ("DH")
-and-
XXXXX XXXXXXX, an individual resident in Calgary, Alberta ("BR")
-and-
XXXX INDUSTRIES LTD., a body corporate incorporated under the laws of
Alberta ("Xxxx")
WHEREAS the Vendors own the Purchased Assets which they use in their
conduct of the Business;
AND WHEREAS the Vendors desire to sell the Purchased Assets to the
Purchasers and the Purchasers desire to purchase the Purchased Assets from the
Vendors all in accordance with the terms and provisions of this Agreement;
AND WHEREAS the Shareholders are all of the shareholders of the
Canadian Vendor and have agreed to guarantee the obligations of the Vendors as
contemplated in this Agreement;
AND WHEREAS DH is the majority shareholder of HI and has agreed to
guarantee the obligations of HI as contemplated in this Agreement;
AND WHEREAS BR is the majority shareholder of RST and has agreed to
guarantee the obligations of RST as contemplated in this Agreement;
NOW THEREFORE THIS AGREEMENT WITNESSETH THAT, in consideration of the
premises and of the representations, warranties, covenants and agreements herein
contained, the parties hereto, intending to be legally bound, agree as follows:
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ARTICLE I
INTERPRETATION
1.1 DEFINITIONS
Unless the context otherwise requires, the following terms and
expressions shall have the meanings set forth below whenever used in this
Agreement including recitals and Schedules hereto:
"AFFILIATE" means, with respect to any Person, any other Person
directly or indirectly controlling, controlled by or under common
control with the first Person. For the purposes of this Agreement,
"CONTROL," when used with respect to any Person, means the possession,
directly or indirectly, of the power to (a) vote 10% or more of the
securities having ordinary voting power for the election of directors
(or comparable positions) of such Person or (b) direct or cause the
direction of the management and policies of such Person, whether
through the ownership of voting securities, by contract or otherwise,
and the terms "CONTROLLING" and "CONTROLLED" have meanings correlative
to the foregoing;
"AGREEMENT" means this asset sale agreement and all Schedules and
instruments in amendment or confirmation of it, the expressions
"HEREIN", "HEREOF", "HERETO", and similar expressions if used in any
Article or Section of this Agreement mean and refer to this Agreement
including the Schedules hereto and do not refer solely to a particular
Article or Section unless specifically stated herein and the
expressions "ARTICLE", "SECTION" and "SCHEDULE" followed by a number or
letter mean and refer to the specified Article or Section of, or
Schedule to, this Agreement;
"ASSUMED CONTRACTS" has the meaning set out in Section 2.6(a);
"ASSUMED LIABILITIES" has the meaning set out in Section 2.6(a);
"AUSTRALIAN BUSINESS" means the entire business carried on by the
Australian Vendor as at the Closing Date including, without limitation,
software marketing, support and training and all matters related or
ancillary thereto;
"BASE YEAR" has the meaning set out in Section 2.4(c)(i);
"BUSINESS" means, collectively, the Canadian Business, the US Business,
the UK Business and the Australian Business;
"BUSINESS DAY" means any day of the year, other than Saturday, Sunday
or any day on which banks in Calgary, Alberta or Houston, Texas are not
open for business;
"BUSINESS FINANCIAL STATEMENTS" means those consolidated financial
statements of the Canadian Vendor attached as Schedule G;
"CANADIAN BUSINESS" means the entire business carried on by the
Canadian Vendor as at the Closing Date including, without limitation,
software development, marketing, support and training and all matters
related or ancillary thereto;
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"CLAIM" has the meaning set out in Section 8.3;
"CLOSING" means the completion of the transaction of purchase and sale
contemplated in this Agreement;
"CLOSING DATE" means August 19, 2002, or such other date as the parties
may agree;
"CLOSING TRADING PRICE" has the meaning set out in Section 2.4(b);
"COMMISSION" has the meaning set out in Section 5.10(a);
"CONFIDENTIALITY AGREEMENT" means the confidentiality and
non-disclosure agreement dated May 7, 2002 between Veritas DGC and the
Canadian Vendor;
"CONTRACT LIST" has the meaning set out in the definition of Contracts;
"CONTRACTS" means all agreements, indentures, commitments, contracts,
leases, deeds of trust, licences, options, instruments or other
commitments (including, without limitation, Software Contracts) whether
written or oral, binding upon the Vendors in connection with the
Business (other than Equipment Contracts) a list of which will be
provided to the Vendors at Closing (the "Contract List");
"CORPORATE VENDOR OBLIGATIONS" has the meaning set out in Section 9.18;
"CUSTOMER AND SUPPLIERS LIST" means a list of certain information about
the Vendors' customers and suppliers to be provided by the Vendors to
the Purchasers at Closing;
"DEFERRED REVENUE" means, as at the Effective Date, all amounts
relating to Software leases and maintenance which would be reflected in
the Canadian Vendor's consolidated balance sheet as "deferred revenue"
at such date;
"DEFERRED REVENUE PREPARATION DATE" has the meaning set out in Section
2.5(a);
"DEFERRED REVENUE STATEMENT" has the meaning set out in Section 2.5(a);
"DIRECT CLAIM" has the meaning set out in Section 8.3;
"DOCUMENTATION" means all documentation for or related to the Software,
including but not limited to all documentation intended for use by the
end-user of an executable copy of the Software, all technical
documentation, system designs and specifications, flow charts, record
and file layouts, memoranda, correspondence and other such
documentation containing or relating to the design, structure or coding
or testing of, or algorithms or routines used in, or errors discovered
or corrected in, the Software and any other type of information or
material (in whatever form, whether human or machine readable, and in
whatever media, existing) relating to the Software that was prepared by
or for any of the Vendors;
"EFFECTIVE DATE" means August 1, 2002;
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"EMPLOYEE PLANS" has the meaning set out in Section 4.1(w);
"EMPLOYEES" has the meaning set out in Section 4.1(y);
"EMPLOYMENT AGREEMENTS" means the employment agreements to be entered
into by the Canadian Purchaser and DH and BR, respectively, on the
Closing Date;
"ENCUMBRANCE" means any encumbrance, lien, charge, hypothec, pledge,
mortgage, title retention agreement, security interest of any nature,
adverse claim, exception, reservation, easement, right of occupation,
any matter capable of registration against title, option, right of
pre-emption, privilege or other preferential arrangement having a
similar effect or any contract to create any of the foregoing other
than normal course non-material security filings related to Equipment
Contracts;
"ENVIRONMENTAL LAWS" has the meaning set out in Section 4.1(s)(i);
"EQUIPMENT CONTRACTS" means all motor vehicle leases, equipment leases,
conditional sales contracts, title retention agreements and other
agreements binding upon the Vendors relating to assets used by the
Vendors in connection with the Business which are listed in the
Contract List;
"EXCEPTION LETTER" has the meaning set out in Section 4.1(g)(ii);
"EXCLUDED ASSETS" means those assets listed in Schedule B;
"EXCLUDED EMPLOYEES" has the meaning set out in Section 5.1(a);
"EXCLUDED LIABILITIES" has the meaning set out in Section 2.6;
"GAAP" means Canadian generally accepted accounting principles,
consistently applied;
"GST" means all taxes payable under Part IX of the Excise Tax Act
(Canada) or any provincial legislation similar to the Excise Tax Act
(Canada), or any successor provisions respectively thereto which are of
similar or like effect;
"HAZARDOUS SUBSTANCES" means any pollutants, contaminants, chemicals or
industrial toxic or hazardous wastes or substances;
"INDEMNIFIED PARTY" has the meaning set out in Section 8.3;
"INDEMNIFYING PARTY" has the meaning set out in Section 8.3;
"INITIAL PAYMENT" has the meaning set out in Section 8.8(a);
"INTELLECTUAL PROPERTY" means all right, title or interest of any of
the Vendors in and to all intellectual property in respect of the
Business including, without limitation, all right, title and interest
in and to all intellectual property of the Vendors necessary to carry
on the Business as currently being carried out by the Vendors as at the
date hereof and as of Closing including but not limited in and to:
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(i) any and all inventions, improvements or discoveries, whether
or not reduced to practice and whether or not patentable or
made the subject of a pending patent application or
applications;
(ii) national and multinational statutory invention registrations,
patents, patent registrations and patent applications
(including, without limitation, all reissues, divisions,
continuations, continuations in part, extensions and
reexaminations) and all rights therein provided by applicable
international treaties or conventions and all improvements to
the inventions disclosed in each such registration, patent or
application;
(iii) trademarks, service marks, trade dress, get-up, logos, brand
names, trade names and corporate names (to the extent
permissible by applicable law and regulatory practice),
whether or not registered, including, without limitation, all
marks registered in the trademark offices or authorities of
all nations throughout the world, and all rights therein
provided by international treaties and conventions, including
without limitation, the tradenames and trademarks set out in
Schedule D;
(iv) copyrights (registered or otherwise) and registrations and
applications for registration thereof, and all rights therein
provided by international treaties or conventions including
without limitation those which relate to computer software
(including, without limitation, the Software), source codes,
web pages, internet addresses, data, databases, files and
documentation;
(v) trade secrets and confidential or proprietary technical and
business information (including, without limitation, formulas,
compositions, inventions and conceptions of inventions,
whether patentable or unpatentable and whether or not reduced
to practice);
(vi) all rights to obtain and rights to apply for patents, and to
register trademarks and copyrights or other intellectual
property rights;
(vii) any and all registrations or applications for registration of
intellectual property with any governmental authority;
(viii) any and all rights and benefits under any Software Contracts
and under any intellectual property or software license or
lease arrangements or agreements with any third parties
whether express, implied or by reason of conduct or nature of
trade;
(ix) any and all rights or interests derived in respect of waivers
by third parties of moral rights, whether express or implied
or by reason of conduct or nature of trade;
(x) any and all rights, whether arising at law, in equity or by
course of conduct or under any agreement, under which any of
the Vendors may make any claim to
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any right, title or interest in any intellectual property or
other proprietary right of any third party;
(xi) any and all rights to obtain injunctive relief for present and
past infringement of any intellectual property;
(xii) any and all rights to any Encumbrances in or to or relating to
any intellectual property of any third party;
(xiii) any and all goodwill or reputation arising in or relating to
the Intellectual Property or the Business;
(xiv) customer lists and supplier lists; and
(xv) any and all other intellectual property owned and used by the
Vendors in connection with the Business, including industrial
designs and integrated circuit topographies;
and shall include, but not be limited to, any and all intellectual
property and any and all other proprietary right, title or interest of
any of the Vendors that may exist or arise in the items set out in
Schedule A;
"INTERIM PERIOD" means the period or time between the close of business
on the date hereof and the Time of Closing;
"LEASED PREMISES" means the premises leased by the Vendors, used in
their operation of the Business and legally described in Schedule H;
"LICENCES" has the meaning set out in Section 4.1(j);
"MAXIMUM CLAIMS AMOUNT" has the meaning set out in Section 8.12;
"NUMBER OF SHARES" has the meaning set out in Section 8.13;
"PERSON" means an individual, corporation, partnership, limited
liability company, joint venture, association, trust or other entity or
organization or governmental authority;
"PURCHASE PRICE" has the meaning set out in Section 2.2;
"PURCHASED ASSETS" has the meaning set out in Section 2.1;
"PURCHASERS" means, collectively, the US Purchaser, the Canadian
Purchaser, the UK Purchaser and the Australian Purchaser;
"PURCHASERS' INDEMNIFIED PARTIES" has the meaning set out in Section
8.1;
"PURCHASERS' SOLICITORS" means Xxxxxxx Xxxxx LLP, Barristers and
Solicitors;
"REGISTRATION EXPENSES" has the meaning set out in Section 5.10(f)(v);
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"REGISTRATION STATEMENT" has the meaning set out in Section 5.10(a);
"RIGHTS" has the meaning set out in the Rights Transfer Agreement;
"RIGHTS TRANSFER AGREEMENT" means that Rights Transfer Agreement dated
the date hereof between Veritas DGC and Veritas Energy Services Inc.;
"SECURITIES ACT" has the meaning set out in Section 5.10(a);
"SELLING EXPENSES" has the meaning set out in Section 5.10(f)(v);
"SHAREHOLDERS" means HI, RST and Xxxx;
"SHARE PROCEEDS" has the meaning set out in Section 8.14;
"SHARES" has the meaning set out in Section 2.4(b);
"SOFTWARE" means all the software, source code, configuration files and
related Documentation and materials developed by or for the Vendors and
used as of the date hereof and as of Closing in connection with the
Business (other than off-the-shelf software and other than software
licensed or leased by the Vendors as disclosed in the Contract List but
for the purposes of this definition the rights granted to the Vendors
to such licensed or leased software shall be included in this
definition) including, but not limited to the software listed in
Schedule M;
"SOFTWARE CONTRACTS" means all Contracts (including, but not limited
to, all escrow, licence, lease, support, service, maintenance, dealer,
marketing, distributor, agent, supplier and manufacturer agreements),
whether oral or written, between one or more of the Vendors and any
third party which relate to the Software or the Documentation, a list
of same being included in the Contract List;
"SUBJECT SALES" has the meaning set out in Section 2.4(c)(i);
"SUPPLEMENTAL PAYMENT" has the meaning set out in Section 8.8(a);
"TAX ACT" means the Income Tax Act (Canada) and all the amendments
thereto;
"THIRD PARTY" has the meaning set out in Section 8.5(b)(ii);
"THIRD PARTY CLAIM" has the meaning set out in Section 8.3;
"TIME OF CLOSING" means 10:00 a.m. (Calgary time) on the Closing Date
or such other time on the Closing Date as the parties may agree;
"TRANSFER REGULATIONS" has the meaning set out in Section 5.1(e);
"TRANSITION PERIOD" has the meaning set out in Section 2.4(c)(i);
"UK" means the United Kingdom of Great Britain and Northern Ireland;
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"UK BUSINESS" means the entire business carried on by the UK Vendor as
at the Closing Date including, without limitation, software marketing,
support and training and all matters related or ancillary thereto;
"UK EMPLOYEES" means the employees identified at Schedule I under the
heading "London";
"US BUSINESS" means the entire business carried on by the US Vendor as
at the Closing Date including, without limitation, software marketing,
support and training and all matters related or ancillary thereto;
"VAT" means value added tax as provided for in the VAT Act (and
legislation supplemental thereto) and includes any other tax from time
to time replacing it;
"VAT ACT" means the United Kingdom Value Added Tax Xxx 0000;
"VENDORS" means, collectively, the Canadian Vendor, the US Vendor, the
UK Vendor and the Australian Vendor;
"VENDORS' TAXES" has the meaning set out in Section 8.12(a);
"VENDORS' INDEMNIFIED PARTIES" has the meaning set out in Section 8.2;
"VENDORS' SOLICITORS" means Fraser Xxxxxx Casgrain LLP, Barristers and
Solicitors; and
"VERITAS COMMON STOCK" means the shares of common stock of Veritas DGC,
with a par value of $0.01 per share.
1.2 SCHEDULES
The following Schedules are expressly incorporated into and form part
of this Agreement:
Schedule A - Purchased Assets;
Schedule B - Excluded Assets;
Schedule C - Additional Assumed Liabilities;
Schedule D - Intellectual Property;
Schedule E - Material Business Licences;
Schedule F - Consents and Approvals;
Schedule G - Business Financial Statements;
Schedule H - Leased Premises;
Schedule I - Employees;
Schedule J - Form of Vendors' Solicitors' Opinion;
Schedule K - Excluded Employees;
Schedule L - Form of Joint Notice of Termination and Offer of
Employment;
Schedule M - Software; and
Schedule N - Form of Purchasers' Solicitors' Opinion.
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ARTICLE II
PURCHASE AND SALE
2.1 PURCHASE AND SALE OF ASSETS
Subject to the terms and conditions set forth in this Agreement and
with effect from and as of the Effective Date, the Vendors hereby agree to sell,
assign, transfer, convey and deliver to the Purchasers, and the Purchasers
hereby agree to purchase from the Vendors, free and clear of any and all
Encumbrances whatsoever on the Closing Date, all of the undertaking of the
Business and all of the assets, properties, rights and interests owned, claimed,
used or held by the Vendors in connection with the Business to the extent
existing as of the Closing Date, other than the Excluded Assets, (all of such
assets, properties, rights and interests being hereinafter collectively referred
to as the "Purchased Assets") including, without limitation, all right, title
and interest of the Vendors in the following, certain of which are described in
Schedule A:
(a) the Software;
(b) all personal property, together with the fixtures,
furnishings, furniture, equipment, motor vehicles, tools,
supplies, spare parts, computers, printers, third party
off-the-shelf software licensed to the Vendors, and all other
tangible personal property owned, licensed or leased by the
Vendors, wherever located, or acquired or used by the Vendors;
(c) all inventory, wherever located, including related stores and
supplies of the Vendors;
(d) all Contracts;
(e) all Intellectual Property of the Vendors including, without
limitation, the tradenames and trademarks described in
Schedule D;
(f) all business licenses, permits, registrations, and
authorizations of the Vendors;
(g) all books and records of the Vendors relating to the Purchased
Assets and the Assumed Liabilities, including all customer and
supplier files and lists, sales information, equipment
maintenance and warranty information, operating manuals, all
correspondence with any customers, suppliers, Employees or
governmental authorities, all personnel records related to the
Employees (other than Excluded Employees), and any other
reports, promotional materials, marketing studies, plans and
documents prepared by or on behalf of the Vendors, including
data stored electronically;
(h) all prepaid claims, prepaid expense items and deferred
charges, credits, advance payments, security and other
deposits made by the Vendors to any other Person relating to
the Purchased Assets or the conduct of the Business, in each
case other than to the extent relating to the Excluded
Liabilities or Excluded Assets;
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(i) all third-party assignable indemnities where one or more of
the Vendors is an indemnified party and the proceeds afforded
thereby, in each case other than to the extent relating to the
Excluded Liabilities or Excluded Assets;
(j) all assignable rights of the Vendors to manufacturers'
warranties and indemnities with respect to the Purchased
Assets;
(k) the right to use the names set forth in Schedule A, and all
variants thereof to the extent permissible by applicable law
and regulatory practice;
(l) the goodwill of the Vendors in the Business;
(m) all telephone and facsimile numbers (together with all other
similar numbers), electronic mail addresses, web sites and
domain names of the Vendors (to the extent permissible by the
applicable domain name registries);
(n) to the extent permissible by applicable law, all rights of the
Vendors pertaining to any causes of action, lawsuits,
judgments, claims, demands, counterclaims, set-offs or
defenses the Vendors may have with respect to the Assumed
Liabilities or any of the Purchased Assets, except to the
extent relating to the Excluded Liabilities or Excluded
Assets; and
(o) except for the Excluded Assets, all other assets, properties
and rights of every kind and nature of the Vendors or in which
the Vendors have an interest (but only to the extent of such
interest) at the Time of Closing, known or unknown, fixed or
unfixed, accrued, absolute, contingent or otherwise, whether
or not specifically referred to in this Agreement, that, in
each case, relate to the Business.
2.2 PURCHASE PRICE
The aggregate purchase price (the "Purchase Price") payable by the
Purchasers to the Vendors for the Purchased Assets shall be, subject to
adjustments as herein stated, $25,000,000.
2.3 PURCHASED ASSETS/PURCHASE PRICE
It is acknowledged and agreed by the parties hereto that the specific
Purchased Assets being sold hereunder by each of the Vendors, the specific
Purchased Assets being purchased hereunder by each of the Purchasers and the
related aggregate purchase price to be paid by each Purchaser are as follows:
RELATED AGGREGATE
VENDOR PURCHASER SPECIFIC PURCHASED ASSETS PURCHASE PRICE
------ --------- ------------------------- ----------------
Canadian Vendor Canadian Purchaser all Purchased Assets owned or $24,312,013
used by the Canadian Vendor in
connection with its
participation in the operation ($15,812,013 on
of the Canadian the Closing Date)
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RELATED AGGREGATE
VENDOR PURCHASER SPECIFIC PURCHASED ASSETS PURCHASE PRICE
------ --------- ------------------------- ----------------
Business and in connection
with its operations in
Indonesia, certain of which
are described in Part I of
Schedule A
US Vendor US Purchaser all Purchased Assets owned or $318,113
used by the US Vendor in
connection with its participation ($318,113 on the
in the operation of the US Closing Date)
Business, certain of which are
described in Part II of Schedule A
UK Vendor UK Purchaser all Purchased Assets owned or $335,846
used by the UK Vendor in
connection with its participation ($335,846 on the
in the operation of the UK Closing Date)
Business, certain of which are
described in Part III of Schedule
A
Australian Vendor Australian all Purchased Assets owned or $34,028
Purchaser used by the Australian Vendor in
connection with its participation ($34,028 on the
in the operation of the Closing Date)
Australian Business, certain of
which are described in Part IV of
Schedule A
2.4 PAYMENT OF PURCHASE PRICE
The Purchase Price for the Purchased Assets, subject to adjustments as
herein contemplated, shall be paid as follows:
(a) $9,250,000 by the delivery by the Purchasers to the Vendors on
the Closing Date of certified cheques, bank drafts or wire
transfers as follows:
(i) from the Canadian Purchaser, $8,562,013 payable to
the Canadian Vendor or as it directs;
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(ii) from the US Purchaser, $318,113 payable to the US
Vendor or as it directs;
(iii) from the UK Purchaser, $335,846 payable to the UK
Vendor or as it directs; and
(iv) from the Australian Purchaser, $34,028 payable to the
Australian Vendor or as it directs;
(b) $7,250,000 by the delivery by the Canadian Purchaser to the
Canadian Vendor of a number of shares of Veritas Common Stock
(as such number may be adjusted, the "Shares"), to be
registered with the Commission, which number will be
calculated by dividing $7,250,000 by the average closing price
of Veritas Common Stock on the New York Stock Exchange (the
"Closing Trading Price") for the 5 trading days ending on
August 19, 2002. In the event that the Closing Trading Price
is $10.00 or less, the Canadian Purchaser can elect to limit
the number of Shares to be delivered to 725,000 Shares. If the
Canadian Purchaser makes this election, the Canadian Vendor
may terminate this Agreement by notice in writing to the
Purchasers, and in such event the parties shall be released
from all of their obligations hereunder. If, prior to the Time
of Closing, Veritas DGC undertakes a merger, amalgamation,
arrangement or other business combination or recapitalizes
through a subdivision of its outstanding shares into a greater
number of shares, or a combination of its outstanding shares
into a lesser number of shares, or reorganizes, reclassifies
or otherwise changes its outstanding shares into the same or a
different number of shares of other classes, or declares a
dividend on its outstanding shares payable in shares of its
capital stock or securities convertible or exchangeable into
shares of its capital stock, then the number of Shares will be
adjusted appropriately. The delivery of Shares to the Canadian
Vendor contemplated in this Section 2.4(b) shall be
accomplished through the transfer by the Canadian Purchaser to
the Canadian Vendor of a number of Rights equal to the number
of such Shares which Rights would be immediately converted to
Shares at the Time of Closing in accordance with the Rights
Transfer Agreement. Immediately upon receipt by the Canadian
Vendor of the Shares at the Time of Closing, it shall
distribute part of such Shares by way of a dividend in specie
as follows:
(A) HI - 30% of the total number of such Shares;
(B) RST - 30% of the total number of such
Shares; and
(C) Xxxx - 20% of the total number of such
Shares; and
(c) $8,500,000 in accordance with the payment Schedule set forth
below.
(i) If in any year of the five year period beginning
August 1, 2002 (the "Transition Period"), revenue
earned by the Purchasers from software sales, leases,
rentals and maintenance sales and training revenue
generated by the Purchased Assets (the "Subject
Sales") exceeds the amount
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calculated by multiplying the Subject Sales in the
year ended July 31, 2002 (the "Base Year") by the
relevant percentage from the chart below, the
Canadian Purchaser shall, upon such determination,
pay to the Canadian Vendor, not more than 90 days
after the end of the particular year, in cash an
amount equal to 28.05% of such excess. The Base Year
Subject Sales shall be no less than $5,750,000.
Percent of Base Year
Subject Sales
Year ended July 31, 2003 110%
Year ended July 31, 2004 121%
Year ended July 31, 2005 133%
Year ended July 31, 2006 146%
Year ended July 31, 2007 160%.
For such purposes, "revenue" shall be determined in a manner
consistent with the historical determination thereof by the
Canadian Vendor.
(ii) If in any one year of the Transition Period, sales of
any one of the Pro4D, ProMC or Emerge Software
packages included in the Purchased Assets generates
revenue of $4,000,000 or more, the Canadian Purchaser
shall, upon determination of that amount, pay to the
Canadian Vendor in cash an amount equal to $850,000
in respect of such sales, provided that the aggregate
amount of all such payments contemplated under this
Section 2.4(c)(ii) shall not exceed $1,700,000.
(iii) If by making a payment described in Sections
2.4(c)(i) or (ii) at any point during the Transition
Period, the aggregate of the payments described in
Sections 2.4(c)(i) and (ii) would otherwise exceed
$8,500,000, the payment to be made pursuant to
Section 2.4(c) and all subsequent payments to be made
pursuant to Section 2.4(c) shall be reduced such that
the aggregate of all such payments equals $8,500,000.
(iv) If the aggregate of the payments described in
Sections 2.4(c)(i) and (ii) is, or is anticipated by
the Canadian Vendor to be, less than $8,500,000 at
the end of the Transition Period, the Purchase Price
payable by the Canadian Purchaser shall be reduced by
the amount of the shortfall or the anticipated
shortfall, as the case may be. The timing and manner
of any such reduction shall be mutually agreed in
writing by the Canadian Vendor and the Canadian
Purchaser, acting reasonably.
The Canadian Purchaser shall make available to DH and BR and the
President of Xxxx and their respective professional advisors at
reasonable times on reasonable notice such
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of its financial statements, books and records as are necessary to
verify the accuracy of the matters and calculations contemplated by
this Section 2.4(c). In the event the Canadian Vendor disputes any
calculation made pursuant to this Section 2.4(c), it shall notify the
Canadian Purchaser in writing to such dispute within 30 days after
receiving the applicable calculation. If no dispute is notified within
such time period then the applicable calculation is deemed to be agreed
upon by the parties.
If within 15 days of such notification such dispute is not resolved,
either party may refer the matter to PriceWaterhouseCoopers, Chartered
Accountants, or another nationally recognized firm of chartered
accountants selected by mutual agreement (who will be given full access
by the parties to the necessary records) for resolution as soon as
practicable and the determination of such, chartered accountants, shall
be final and conclusive (save in the event of fraud or manifest error).
The sharing of costs of dispute resolution among the parties shall be
determined by such chartered accountants.
2.5 ADJUSTMENTS/AUDIT
(a) As soon as reasonably practicable after the Closing Date, but
in any event within 60 days thereafter (the "Deferred Revenue
Preparation Date") the Canadian Vendor shall, at its cost,
prepare and provide to the Canadian Purchaser a statement
setting out the Deferred Revenue (the "Deferred Revenue
Statement"). The Deferred Revenue Statement shall be prepared
on a basis consistent with accounting practices previously
employed by the Canadian Vendor and shall be certified to be
true and correct by DH, BR, HI, RST, the Canadian Vendor and
the corporate accountant of the Canadian Vendor. In the event
that the Canadian Purchaser disputes the Deferred Revenue
Statement it shall notify the Canadian Vendor in writing of
such dispute within 30 days after the Deferred Revenue
Preparation Date. If no dispute is notified within 30 days
after the Deferred Revenue Date, then the Deferred Revenue
Statement is deemed to be agreed upon by the parties (save in
the event of fraud or manifest error). If within 15 days of
such notification such dispute is not resolved, either party
may refer the matter to PriceWaterhouseCoopers, Chartered
Accountants, or another nationally recognized firm of
chartered accountants selected by mutual agreement (who will
be given full access by the parties to the necessary records)
for resolution as soon as practicable and the determination of
such, chartered accountants, shall be final and conclusive
(save in the event of fraud or manifest error). The sharing of
costs of dispute resolution among the parties shall be
determined by such chartered accountants.
(b) The amount of the cash payment to the Canadian Vendor in
Section 2.4(a)(i) will be reduced by the amount that Deferred
Revenue of the Canadian Vendor as reflected in the Deferred
Revenue Statement is in excess of $1,141,000 or increased by
the amount that such Deferred Revenue is less than $1,141,000.
(c) The Canadian Vendor or the Canadian Purchaser, as applicable,
shall, within five Business Days of finalization of the
Deferred Revenue Statement pay to the other
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by way of certified cheque, bank draft or wire transfer any
amount required to adjust the Purchase Price in accordance
with Section 2.5(b).
(d) Unless otherwise specifically provided herein, the parties
shall, as among themselves, account for the purchase and sale
of the Purchased Assets as if such transaction had closed on
the Effective Date and the date for adjustment of accounts
between the parties shall be the Effective Date. The corporate
accountant of the Canadian Vendor shall determine in
consultation with a representative of the Purchasers such
adjustments between the parties and shall deliver a statement
of adjustments as soon as reasonably practicable after the
Closing Date, but in any event within 60 days thereafter. Such
adjustments shall include, without limitation, reconciliation
of accounts (including income taxes) from the Effective Date
to the Closing Date. In the event of disagreement between the
parties with respect to such adjustments the dispute shall
forthwith be referred to PriceWaterhouseCoopers, Chartered
Accountants, or another nationally recognized firm of
chartered accountants selected by mutual agreement (who will
be given full access by the parties to the necessary records)
for resolution as soon as practicable whose determination
shall be final and conclusive (save in the event of fraud or
manifest error). The sharing of costs of dispute resolution
among the parties shall be determined by such chartered
accountants. The obligation to complete such adjustments after
the Closing shall survive the Closing.
2.6 ASSUMPTION OF LIABILITIES
(a) Subject to Section 2.6(b), effective at and from the Effective
Date, each of the Purchasers hereby assumes: (i) the
obligations and liabilities of the Vendors under those
Contracts and Equipment Contracts which are described on in
the Contract List (collectively, the "Assumed Contracts") save
any such obligations and liabilities that were under the terms
of the relevant Assumed Contract to be performed prior to the
Effective Date or any such obligations that the relevant
Vendor is in breach of as at the Effective Date, and (ii)
those additional liabilities and obligations specifically
indicated on Schedule C to be assumed by such Purchaser
(collectively the "Assumed Liabilities"). Except for the
Assumed Liabilities and other liabilities specifically
contemplated in Section 5.1 herein, the Purchasers shall not
assume and shall have no obligation to discharge, perform or
fulfill any other liabilities or obligations, contingent or
otherwise, known or unknown, of the Vendors or related to the
Purchased Assets (collectively the "Excluded Liabilities")
including, without limitation:
(i) any assessment or reassessment for income, corporate,
capital, sales, excise or other taxes, duties or
imposts of any kind whatsoever of the Vendors or
relating to the Business or the Purchased Assets in
respect of a period prior to the Effective Date;
(ii) any third party product liability or warranty
liability arising at any time in respect of products
or services of the Business, provided, processed or
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shipped on or prior to the Effective Date, even
though a claim therefor may be made or filed after
the Time of Closing;
(iii) any liability of the Vendors to the employees of the
Business including, without limitation, severance or
other similar payments, other than as specifically
contemplated by Section 5.1;
(iv) any liability of the Vendors with respect to accounts
payable;
(v) any environmental liability relating to the Vendors,
the Business or the Purchased Assets arising before
or on the Effective Date or caused by the Vendors or
their employees, agents, contractors, representatives
or predecessors before or on the Closing Date;
(vi) any liability arising out of any default, breach or
penalty by, of or against the Vendors under any
Contract prior to or on the Effective Date;
(vii) any liability relating to the execution, delivery and
consummation of this Agreement by the Vendors and the
transactions of the Vendors contemplated hereby,
including without limitation any and all federal,
state, foreign and local income taxes incurred by the
Vendors as a result of the transactions contemplated
by this Agreement, except as may otherwise be
expressly assumed herein;
(viii) any liability relating to or arising out of the
conduct or operation of the Business by the Vendors
prior to or on the Effective Date, including without
limitation those arising from (A) personal injury
(including death) or property damage claims; (B) any
third party relationship, representation agreement or
joint venture not specifically assumed hereunder; (C)
any indebtedness of the Vendors other than that
expressly assumed hereunder; (D) other than as set
forth in Section 5.1, any employment relationship or
employee related obligation; or (E) obligations or
liabilities under any agreement, contract or
commitment of the Vendors which accrued prior to or
on the Effective Date, including without limitation,
the provision of services prior to or on the
Effective Date under any service contract of the
Vendors; and
(ix) any liability of the Vendors under any insurance
contracts.
(b) (i) Effective at and from the Effective Date, the
Vendors shall assign to and in favour of the
Purchasers the Assumed Contracts. The Vendors shall
use commercially reasonable efforts to obtain, by the
Time of Closing (or as soon thereafter as is
practicable), all required third party consents to
the assignment of the Assumed Contracts.
(ii) In the event any of the Assumed Contracts are not
assignable due to any required third party consent
thereto not being obtained as aforesaid this
Agreement does not constitute an assignment or an
attempted assignment
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of the Assumed Contracts if the assignment or
attempted assignment would constitute a breach of the
Assumed Contracts, the Purchasers shall complete the
obligations of the Vendors thereunder (save for any
such obligations and liabilities that were under the
terms of the relevant Assumed Contract to be
performed prior to the Effective Date or any such
obligations that a Vendor is in breach of as at the
Effective Date) as a subcontractor to the Vendors
provided further, that if such subcontract
relationship requires third party consent, the
Vendors will use commercially reasonable efforts to
obtain such consents.
(iii) Notwithstanding the foregoing:
(A) until an Assumed Contract is validly
assigned with third party consent thereto as
applicable or validly subcontracted with
third party consent thereto as applicable,
as the case may be; and
(B) for any Assumed Contract which is not
capable of being assigned or subcontracted
to the Purchasers due to the inability of
the Vendors to obtain third party consent
thereto respectively as hereinbefore stated;
it shall be deemed, without further action or notice,
that effective at and from the Effective Date all
necessary management, employees and other resources
and equipment of the Purchasers have been seconded to
the Vendors to enable them to perform, at the
Purchaser's sole cost and risk, the obligations of
the Vendors under such Assumed Contracts from and
after the Effective Date. In such case, the Vendors
shall cause such Assumed Contracts to be completed
according to their respective terms and shall invoice
for such work and pay the Purchaser those amounts
that they receive from the third parties in respect
of the applicable Assumed Contracts.
(iv) The Purchasers and the Vendors hereby agree to
cooperate in the completion of all the Assumed
Contracts and to proceed, in good faith, with the
implementation of the intent of this Article.
(v) It is acknowledged and agreed that until it is
determined in which manner the Vendors' obligations
are to be completed under the Assumed Contracts as
hereinbefore set forth, that from and after the
Effective Date, said obligations are being carried on
by the Purchasers as set forth in Section
2.6(b)(iii).
(vi) Subject to the foregoing, from the Closing Date the
Purchasers shall perform all the Vendors' obligations
to be performed after the Closing Date under each
Assumed Contract in accordance with the terms of the
Assumed Contracts.
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(vii) The Purchasers and the Vendors shall use commercially
reasonable efforts to ensure that the involvement of
the Vendors in the Assumed Contracts contemplated by
Section 2.6(b) is terminated as soon as practicable
after Closing.
(c) In the event that, at any time after the Closing, the Vendors
discover any other contracts which are Contracts (as defined)
except that they were inadvertently not listed in the Contract
List, at the option of the Vendors, the Contract List shall be
amended to include such contracts and such Contracts shall be
deemed to be Assumed Contracts hereunder.
2.7 ALLOCATION OF PURCHASE PRICE
The parties agree that the purchase price for the Purchased Assets will
be allocated as agreed at Closing.
2.8 CERTAIN TAX MATTERS
(a) The Canadian Purchaser acknowledges and agrees that it is
responsible for and shall pay, and shall indemnify and hold
the Canadian Vendor harmless with respect to, all GST
pertaining to this transaction. The parties shall execute and
deliver such documents, notices and elections and do such
lawful things, to endeavour to minimize or eliminate, as the
case may be, any and all GST payable by the Canadian Purchaser
on the purchase described herein including, without
restriction, execution and delivery of a completed GST Form 44
election (to be prepared and filed in the prescribed manner
within the prescribed time by the Canadian Purchaser) pursuant
to subsection 167(1) of the Excise Tax Act (Canada). In
addition, subject to Section 2.8(b), any sales, use, transfer,
vehicle transfer, stamp, conveyance, value added or other
similar taxes that may be imposed by any governmental
authority, and all recording or filing fees, notarial fees and
other similar costs of Closing or on account of this Agreement
or the transactions contemplated hereby, shall be borne by the
applicable Purchaser.
(b) (i) The UK Vendor and the UK Purchaser intend that
the sale of the UK Business is one to which the
provisions of Section 49 of the VAT Act and Article 5
(1) of the Value Added Tax (Special Provisions) Order
1995 shall apply and accordingly that no VAT shall be
charged by the UK Vendor on the consideration. The UK
Vendor and the UK Purchaser agree to use reasonable
commercial efforts to ensure that the sale of the UK
Business is treated under Article 5 (1) of the Value
Added Tax (Special Provisions) Order 1995 as neither
a supply of goods nor a supply of services for UK VAT
purposes.
(ii) The UK Purchaser warrants and undertakes that it will
after the Closing Date use the assets comprising the
UK Business to carry on the same kind of business for
UK VAT purposes as that carried on by the UK Vendor.
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(iii) The UK Vendor may seek a direction pursuant to
Section 49 of the VAT Act for the records referred to
in that section (the "VAT Records") to be preserved
by the UK Vendor after Closing. If such direction is
not sought or, if sought, is not given before
Closing, the UK Vendor shall on Closing deliver the
VAT Records to the UK Purchaser. If, following
Closing, the UK Vendor obtains a direction as
aforesaid, the UK Purchaser shall forthwith after
written request for the same return the VAT Records
to the UK Vendor. The party with final custody of the
VAT Records shall, during the period for which such
records are required to be preserved under paragraph
6 of Schedule 11 to the VAT Act, preserve such
records and, where such records are required by any
other party for the purpose of complying with its
obligations under the laws in relation to VAT, afford
to such other party (on reasonable prior notice and
at the cost of such other party) access to such
records for the purpose of inspecting and making
copies of the same. If the UK Purchaser is the party
with final custody of the VAT Records in accordance
with the foregoing provisions of this Section
2.8(b)(iii), it shall procure that any future
custodian of the VAT Records will preserve such
records and afford access to the UK Vendor in
accordance with such foregoing provisions and the UK
Purchaser shall notify the UK Vendor in writing
forthwith on ceasing to have custody of the VAT
Records and inform the UK Vendor of the name and
address of the new custodian.
(iv) All sums payable to the UK Vendor pursuant to this
Agreement shall be deemed to be exclusive of any VAT,
which may be chargeable on the supply of goods or
services for which sums (or any part thereof) are
whole or part of the consideration for VAT purposes.
(v) If HM Customs and Excise determine that all or part
of the consideration for the purchase of the UK
Business is subject to UK VAT, the UK Vendor shall
issue the UK Purchaser with a valid UK VAT invoice
(no later than three years from the Effective Date)
and the UK Purchaser shall, within 3 Business Days
following receipt of such invoice, pay to the UK
Vendor an amount equal to the VAT specified in the
invoice.
2.9 INTERIM OPERATIONS
(a) Each of the Vendors, jointly and severally, covenants and
agrees that during the Interim Period the Business shall be
run in accordance with the following provisions:
(i) during the Interim Period the representatives of the
Purchasers shall be entitled to have access to and be
present at the Business premises of the Vendors at
all times during the Vendors' reasonable business
hours;
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(ii) during the Interim Period the Vendors shall not,
without the prior written consent of the Purchasers,
such consent not to be unreasonably withheld or
delayed:
(A) permit any of the Purchased Assets to be
subjected to any Encumbrance;
(B) sell, transfer or otherwise dispose of any
of the Purchased Assets;
(C) grant any increase in the benefits, rate of
wages, salaries, or bonuses for Employees;
(D) make any change in any method of accounting
practice applicable to the Business;
(E) cancel or reduce any of its insurance
coverage relating to Purchased Assets or the
Business;
(F) commit to expend more than $10,000 in the
aggregate with respect to any capital
expenditure of the Business;
(G) acquire (by merger, amalgamation,
consolidation or acquisition of shares or
assets) any corporation, partnership or
other business organization or division
thereof, or, other than in the ordinary
course of business and within the limits
specified herein, purchase any property or
assets of any other individual or entity;
(H) incur any obligations of any kind in excess
of $100,000 in the aggregate in respect of
the Business; or
(I) authorize or propose any of the foregoing,
or enter into or modify any contract,
agreement, commitment or arrangement to do
any of the foregoing; and
(iii) the Vendors shall:
(A) use their commercially reasonable efforts to
keep available the services of the Employees
and to maintain their relations and goodwill
with the suppliers, customers, distributors
and any others having business relations
with the Business; and
(B) immediately upon becoming aware of the
existence of:
1. any notice from, proceeding before
or order of any governmental entity
requiring it to comply with or take
action under any Environmental Law,
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2. any notice from a lender asserting
a violation or breach of any loan
covenant or any other provision of
any financing agreement, or
3. any state of affairs respecting the
Leased Premises, Purchased Assets
or Business which could reasonably
be expected to give rise to future
environmental liabilities, the
imposition of any fine, or the
shutting down of the Business for
any period of time,
notify the Purchasers in writing and provide details
of any actions taken in response.
2.10 ACCESS TO INFORMATION AND PURCHASED ASSETS
(a) During the Interim Period, and subject to the Confidentiality
Agreement, the Vendors shall, and shall cause their
representatives to, afford complete access at all times during
reasonable business hours to the Leased Premises, the
Purchased Assets and the Business, and to the officers,
employees, agents, lawyers, accountants, books and records and
Contracts and Equipment Contracts of the Vendors, for the
purpose of inspecting the physical and/or environmental
condition of any of the Purchased Assets, and conducting any
other due diligence procedures deemed necessary or appropriate
by the Purchasers, acting reasonably. At the request of the
Purchasers, acting reasonably, the Vendors shall execute such
consents, authorizations and directions as may be necessary to
permit any inspection of any of the Purchased Assets, or the
Leased Premises or to enable the Purchasers or their
authorized representatives to obtain full access to all files
and records relating to the Business maintained by
governmental or other public authorities. In addition, the
Vendors shall furnish the Purchasers and their representatives
all financial, operating and other data and information as may
be reasonably requested including, but not limited to,
financial statements, financial records, health and safety
records, data relating to operating procedures, and
documentation relating to workers' compensation history,
legal, tax, environmental, zoning and other legal compliance.
(b) The exercise of any rights of inspection by or on behalf of
the Purchasers under this Section 2.10 shall not mitigate or
otherwise affect any of the representations or warranties of
the Vendors and the Shareholders made in this Agreement,
provided however, if, to the knowledge of the Purchasers,
either at the time of execution of this Agreement or acquired
after such execution and prior to the Closing Date, there is a
fact or occurrence which would constitute a breach of any of
the representations and warranties of the Vendors or
Shareholders, the Purchasers shall promptly notify the Vendors
and Shareholders of such breach, provided further that,
failure to notify shall not mitigate or otherwise affect any
of the representations or warranties of the Vendors or the
Shareholders made in this Agreement.
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2.11 NOTICE OF UNTRUE REPRESENTATION OR WARRANTY
Each of the parties shall promptly notify the other parties upon any
representation or warranty of such party contained in this Agreement becoming
untrue or incorrect during the Interim Period, and for the purposes of this
Section each representation and warranty shall be deemed to be given at and as
of all times during the Interim Period (except to the extent any such
representations and warranties speak as of an earlier date or except as affected
by transactions contemplated or permitted by this Agreement).
ARTICLE III
PERMITS, LICENCES, ETC.
3.1 PERMITS, LICENCES, ETC.
The Vendors shall use all commercially reasonable efforts to assist the
Purchasers, at the Purchasers' expense, to obtain new Licences or, where
possible, an assignment of all existing Licences relating to operation of the
Business.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
4.1 REPRESENTATIONS AND WARRANTIES OF THE VENDORS, HI, RST AND XXXX
Each of the Vendors, jointly and severally, and each of HI, RST and
Xxxx with respect to Sections 4.1(a), (b), (d)(ii), (iii) and (v) and (ee) only,
represents and warrants to the Purchasers as of the date hereof and as of the
Closing Date and acknowledges and confirms that the Purchasers are relying on
such representations and warranties in connection with the purchase by the
Purchasers of the Purchased Assets as follows:
(a) CORPORATE STATUS
Each of the Vendors, HI, RST and Xxxx is a corporation duly
incorporated and organized and validly subsisting under the
laws of its jurisdiction of incorporation and has the
corporate power to own or lease its property, to carry on the
Business as now being conducted by it and to enter into this
Agreement and to perform its obligations hereunder. The
Vendors are duly qualified as corporations to do business in
each jurisdiction in which the nature of the Business or the
Purchased Assets makes such qualification necessary except
where the failure to be so qualified would not have a material
adverse effect on the Business or the Purchased Assets.
(b) AUTHORIZATION
This Agreement has been duly authorized, executed and
delivered by the Vendors, DH, BR, HI, RST and Xxxx and is a
legal, valid and binding obligation of the Vendors, DH, BR,
HI, RST and Xxxx enforceable against the Vendors, DH,
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BR, HI, RST and Xxxx by the Purchasers in accordance with its
terms, except as enforcement may be limited by common law,
bankruptcy, insolvency and other laws affecting the rights of
creditors generally and except that equitable remedies may be
granted only in the discretion of a court of competent
jurisdiction. The Vendors, HI, RST and Xxxx have taken all
required board and shareholder action necessary to authorize
the execution, delivery and performance of the Agreement.
(c) NO OTHER AGREEMENTS TO PURCHASE
No Person other than the Purchasers has any written or oral
agreement or option or any right or privilege (whether by law,
pre-emptive or contractual) capable of becoming an agreement
or option for the purchase or acquisition from the Vendors of
any of the Purchased Assets.
(d) NO VIOLATION
Except as contemplated in Section 4.1(k), the execution,
delivery and performance of this Agreement by the Vendors and
the consummation of the transactions herein provided for will
not result in the breach or violation of any of the provisions
of, or constitute a default under, or conflict with or cause
the acceleration of any obligation of the Vendors under:
(i) any Contract or Equipment Contract to which one or
more of the Vendors is a party or by which it or its
properties are bound;
(ii) any provision of the constating documents or by-laws
or resolutions of the boards of directors (or any
committees thereof) or shareholders of the Vendors,
HI, RST or Xxxx;
(iii) any judgment, decree, order or award of any court,
governmental body or arbitrator having jurisdiction
over the Vendors, HI, RST or Xxxx;
(iv) any licence, permit, approval, consent or
authorization held by the Vendors or necessary to the
operation of the Business;
(v) any law, statute, ordinance, regulation or rule
applicable to the Vendors, HI, RST or Xxxx; or
(vi) the creation or imposition of any Encumbrance on any
of the Purchased Assets.
(e) TITLE TO PURCHASED ASSETS
Except as set forth in the Exception Letter, the Purchased
Assets (other than as herein contemplated) are owned
beneficially by the applicable Vendors with good and
marketable title thereto, free and clear of all Encumbrances
subject to, in the case of the Contracts or Equipment
Contracts, the necessity for obtaining required consents to
their assignment.
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(f) EQUIPMENT
All equipment owned or used by the Vendors in the Business:
(i) has been properly maintained in accordance with all
applicable laws; (ii) is in reasonable working order for the
purposes of on-going operation and is in a state of reasonable
maintenance and repair for the purposes of on-going operation;
and (iii) is adequate and suitable in all material respects
for the purposes for which it is presently being used.
(g) INTELLECTUAL PROPERTY/SOFTWARE
(i) the Intellectual Property is all the intellectual
property necessary to carry on the Business as
currently being carried on by the Vendors as at the
date hereof and is all that is so required as at the
Closing Date;
(ii) except as set forth in a letter of even date from the
Canadian Vendor to the Canadian Purchaser (the
"Exception Letter"), the Vendors, as applicable, have
good and valid legal and beneficial title to all of
the Intellectual Property (except for any
off-the-shelf software leased or licensed by any of
the Vendors), free and clear of any Encumbrances and,
except as set out in Schedule D, no Intellectual
Property has been leased or licensed from a third
party;
(iii) to the knowledge of the Vendors, there are no facts
which would affect the validity, enforceability,
scope or registrability (if applicable) of any of the
Intellectual Property;
(iv) except as set forth in the Exception Letter, any
patent, trademark or copyright registrations made by
or in the name of any of the Vendors of or in the
Intellectual Property are valid, subsisting and
enforceable, except as any enforcement may be limited
by bankruptcy, insolvency and other laws affecting
the rights of creditors generally and except that
equitable remedies may be granted only in the
discretion of a court of competent jurisdiction, and
such patents, registered trademarks and registered
copyrights are duly recorded in the names of the
Vendors, as applicable, and to the knowledge of the
Vendors, there is no reason as to why such
registrations cannot be assignable to the Purchasers;
(v) except as set forth in the Exception Letter, no
claims have been asserted by any third party with
respect to, or challenging or questioning, the
ownership, validity, enforceability or use of the
Intellectual Property and the Vendors have no
knowledge of any valid basis for any such claim;
(vi) except as set forth in the Exception Letter, the
Vendors have not received any notice, complaint,
threat or claim alleging infringement of and, to the
knowledge of the Vendors, the conduct by the Vendors
of the Business and the use by the Vendors of the
Intellectual Property does not infringe any patent,
trademark, trade name, trade secret, domain name,
obligation
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of confidence or other proprietary, contractual or
intellectual property right of any third party;
(vii) to the knowledge of the Vendors no third party is
infringing the rights of the Vendors with respect to
the Intellectual Property;
(viii) except as set forth in the Exception Letter, complete
and correct copies of all agreements relating to or
affecting the Intellectual Property have been
provided to the Purchasers and are fully assignable
to the Purchasers, without cost or consent;
(ix) except as set forth in the Exception Letter, no
royalty, payment or other fee is required to be paid
by the Vendors to any third party in respect of the
use or other exploitation of any of the Intellectual
Property except as set out in the Contracts set out
in Schedule D and except as required to maintain or
renew the applications or registrations;
(x) all trade secrets of the Vendors are the unencumbered
property of the Vendors, to the knowledge of the
Vendors do not infringe upon the rights of any third
party, were developed by the Vendors and their
respective employees or consultants and to the
knowledge of the Vendors there is no third party
(except employees and consultants of the Vendors) who
has a copy or knowledge of such trade secrets;
(xi) to the Vendors' knowledge all confidential
information of any third party held by the Vendors
under any obligations of confidentiality has been
kept strictly confidential and not used, disclosed,
disseminated or published unless otherwise permitted
pursuant to an agreement listed in Schedule D;
(xii) except as set forth in the Exception Letter, the
Vendors are not in breach of any agreement with any
third party relating to the Intellectual Property or
the intellectual property of such third party or will
be as a result of the Vendors entering into this
Agreement and to the knowledge of the Vendors, no
third party is in breach of any agreement relating to
the Intellectual Property;
(xiii) the Canadian Vendor is the owner of the Software and
it has good and valid legal and beneficial title to
the Software, including all Intellectual Property
embodied therein (except as set out in the Contract
List and Appendix 1 of the Exception Letter), free
and clear of any Encumbrances or claims of any nature
and no third party software or technology has been
incorporated into the Software except as set out in
the Contract List;
(xiv) other than maintenance agreements with existing
customers of the Vendors listed in the Contract List,
no Vendor has entered into any agreement, oral or
written, requiring it to make updates, enhancements
or modifications to the Software of any nature;
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(xv) except as set forth in the Exception Letter and other
than as set forth in Schedule M, no Vendor has
supplied nor agreed to supply the source code to the
Software to any third party under any circumstances;
(xvi) all Software Contracts are identified and described
in the Contract List; and
(xvii) any and all passwords to access or use any
Intellectual Property or Software are held solely by
DH, BR, and the Employees.
(h) INSURANCE
Except as set forth in the Exception Letter, the Vendors have
the Purchased Assets insured against loss or damage by all
insurable hazards or risks on a basis consistent with prudent
industry practice and such insurance coverage will be
continued in full force and effect to and including the
Closing Date.
(i) AGREEMENTS AND COMMITMENTS
Except as specifically contemplated herein or as described in
the Schedules hereto, none of the Vendors are a party to or
bound by any agreement, indenture, commitment, contract,
lease, deed of trust, license, option, instrument or other
commitment, whether written or oral, or Equipment Contract
relating and material to the Business or Purchased Assets.
Except as set forth in the Exception Letter or in the express
provisions hereof and in any Schedules hereto, the Vendors
have performed all of the obligations required to be performed
by them and are entitled to all benefits under, and are not in
default or alleged to be in default in respect of, any
Contract or Equipment Contract relating to the Business or
Purchased Assets to which they are a party or by which they
are bound. All such Contracts and Equipment Contracts are in
good standing and in full force and effect, and to the
knowledge of the Vendors and except as set forth in the
Exception Letter or in the express provisions hereof and in
any Schedules hereto, no event, condition or occurrence exists
that, after notice or lapse of time or both, would constitute
a default under any of the foregoing. The Vendors have
provided access to the Purchasers to review a true and
complete copy of each Contract listed or described in the
Schedules hereto and all amendments thereto.
(j) COMPLIANCE WITH LAWS; GOVERNMENTAL AUTHORIZATION
The Vendors have complied with all laws, statutes, ordinances,
regulations, rules, judgments, decrees or orders applicable to
the Business or the Purchased Assets except for failures to
comply which have not materially adversely affected or which
could reasonably be expected to not materially adversely
affect the affairs, business, prospects, operations or
condition of the Business or the Purchased Assets, financial
or otherwise. Schedule E sets out a complete and accurate list
of all material business licences, permits, approvals,
consents, certificates, registrations and authorizations
(whether governmental, regulatory or otherwise) (the
"Licences") held by or granted to the Vendors in connection
with the
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Business or the Purchased Assets, and as at the Time of
Closing there are no other material business licences,
permits, approvals, consents, certificates, registrations or
authorizations necessary to carry on the Business or to own or
lease any of the Purchased Assets. Each Licence is valid,
subsisting and in good standing and the Vendors are not in
default or breach of any Licence and, to the knowledge of the
Vendors, no proceeding is pending or threatened to revoke or
limit any Licence. The Vendors have provided a true and
complete copy of each Licence and all amendments thereto to
the Purchasers.
(k) CONSENTS AND APPROVALS
There is no requirement to make any filing with, give any
notice to or to obtain any licence, permit, certificate,
registration, authorization, consent or approval of, any
governmental or regulatory agency as a condition to the lawful
consummation of the transactions contemplated by this
Agreement, except for the filings, notifications, licences,
permits, certificates, registrations, consents and approvals
described in Schedule F and filings of registration
assignments in respect of registered intellectual property or
filings that relate solely to the identity of the Purchasers
or the nature of any business carried on by the Purchasers.
There is no requirement under any Contract or Equipment
Contract to give any notice to, or to obtain the consent or
approval of, any party to such Contract or Equipment Contract
relating to the consummation of the transactions contemplated
by this Agreement, except for the notifications, consents and
approvals described in Schedule F.
(l) BUSINESS FINANCIAL STATEMENTS
Attached as Schedule G is a true and complete copy of the
Business Financial Statements. The Business Financial
Statements have been derived from the books and records of the
Vendors and fairly present in all material respects the
consolidated financial position of the Canadian Vendor as at
the respective dates thereof and the consolidated results of
the operations of the Canadian Vendor for the periods
indicated.
(m) BOOKS AND RECORDS
The books of account, minute books, stock record books and
other records of the Vendors, all of which have been made
available to the Purchasers, are complete and correct in all
material respects.
(n) NO CHANGES
Since March 31, 2002:
(i) the Business has been carried on in its usual and
ordinary course and the Vendors have not entered into
any transaction out of the usual and ordinary course
of the Business;
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(ii) there has been no (A) damage, destruction or loss of
physical property; or (B) change in the affairs,
assets, liabilities, business, prospects, operations
or condition of the Business or the Purchased Assets,
financial or otherwise, however arising, including
without limiting the generality of the foregoing, as
a result of any legislative or regulatory change,
revocation of any licence or right to do business,
fire, explosion, accident, casualty, labour dispute,
loss of regular customers, or cancellation or
threatened cancellation of supply contracts, customer
agreements or relationships or other business
relationships, flood, drought, riot, storm,
condemnation, act of God, public force or otherwise,
except changes occurring in the usual and ordinary
course of business, which have not materially
adversely affected or which could reasonably be
expected to not materially adversely affect the
affairs, business, prospects, operations or condition
of the Business or the Purchased Assets, financial or
otherwise;
(iii) the Vendors have not permitted any of the Purchased
Assets to become subjected to any Encumbrance;
(iv) the Vendors have not sold, transferred or otherwise
disposed of any of the Purchased Assets except for:
(A) Purchased Assets sold in the ordinary course of
business which are minor in nature and not essential
to the operation of the Business; and (B) the sale of
its products in the ordinary course of the Business
for which fair value was received;
(v) the Vendors have not cancelled or waived any material
claims or rights relating to the Purchased Assets or
the Business;
(vi) the Vendors have not made any change in the method of
accounting practice applicable to the Business;
(vii) the Vendors have not cancelled or reduced any
insurance coverage relating to the Purchased Assets
or the Business; or
(viii) the Vendors have not increased the salary, wages,
bonus, commission or other compensation payable to
any of the Employees;
the Vendors have:
(ix) used reasonable commercial efforts to keep available
the services of the Employees and agents of the
Business and to maintain their relations and goodwill
with the suppliers, customers, distributors and any
others having business relations with the Business;
(x) used reasonable commercial efforts consistent with
past practice to preserve the possession and control
of the Purchased Assets and to preserve the
confidentiality of any confidential or proprietary
information of the Business;
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(xi) continued to make such capital expenditures as are
necessary or advisable, in the ordinary course of
business, to ensure basic maintenance of the
Purchased Assets and the Business and the health and
safety of their employees and the protection of the
environment; and
(xii) complied with and satisfied all legally binding
covenants and obligations of the Vendors contained in
the letter of intent dated May 7, 2002 from Veritas
DGC to the Canadian Vendor, DH, BR and Xxxx.
(o) NON-ARM'S LENGTH TRANSACTIONS
With respect to the Business:
(i) the Vendors have not since March 31, 2002, made any
payment or loan to, or borrowed any moneys from or
are otherwise indebted to, any officer, director,
employee, shareholder or any other Person not dealing
at arm's length with the Vendors (within the meaning
of the Tax Act) or any Affiliate of any of the
foregoing, except as disclosed on the Business
Financial Statements and except for usual employee
reimbursements and compensation paid in the ordinary
course of the Business; and
(ii) except for Contracts of employment (of which the
Vendors have provided to the Purchasers true and
complete copies) the Vendors are not a party to any
Contract with any officer, director, employee,
shareholder or any other Person not dealing at arm's
length with the Vendors (within the meaning of the
Tax Act) or any Affiliate of any of the foregoing.
(p) TAXES
The Vendors have duly filed on a timely basis all tax returns
required to be filed by them and have paid or remitted all
taxes that are due and payable, and all assessments,
reassessments, governmental charges, penalties, interest and
fines due and payable by them pursuant to such returns and
assessments. The Vendors have made adequate provision for
taxes payable in respect of the Business and the Purchased
Assets for the current period and any previous period for
which tax returns are not yet required to be filed. There are
no actions, suits, proceedings, investigations or claims
pending or, to the knowledge of the Vendors, threatened
against the Vendors in respect of taxes, governmental charges
or assessments, nor are any material matters under discussion
with any governmental authority with respect to taxes,
governmental charges or assessments asserted by any such
authority. The Vendors have withheld from each payment made to
any of their past or present employees, officers or directors,
and to any non-residents of Canada the amount of all taxes and
other deductions required to be withheld therefrom, and have
paid the same to the proper tax authorities or other receiving
officers within the time required under any applicable
legislation. The UK Vendor is registered for UK VAT at the
Effective Date under VAT registration number 629 284 808. The
UK Vendor has complied materially with all statutory
-31-
provisions, rules, regulations, orders and directions
concerning VAT and has not been issued with any penalty
notice, any surcharge notice, or any Direction by HM Customs
and Excise under the VAT Act or any other relevant legislation
for the purpose of VAT in relation to a matter which would
affect the UK Business or the UK Vendor's assets. The UK
Vendor has maintained and obtained accounts, records, invoices
and other documents appropriate or requisite for the purpose
of VAT legislation arising in respect of, or in connection
with, the UK Business and such accounts, records, invoices or
other documents are complete, correct and up-to-date in all
material respects. The UK Vendor confirms that it is not in
arrears with any payments or returns or notifications under
the VAT Act and regulations, or liable to any forfeiture of
goods under the Customs and Excise Acts (as defined in the
Customs and Excise Management Act 1979) or any other VAT
legislation.
(q) LITIGATION
There are no actions, suits or proceedings (whether or not
purportedly on behalf of the Vendors) pending or, to the
knowledge of the Vendors, threatened against or affecting the
Vendors or the Purchased Assets at law or in equity or before
or by any federal, state, municipal or other governmental
department, court, commission, board, bureau, agency or
instrumentality, domestic or foreign, or before or by an
arbitrator or arbitration board. To the knowledge of the
Vendors, there are no grounds on which any such action, suit
or proceeding might be commenced with any reasonable
likelihood of success.
(r) RESIDENCY
The Canadian Vendor is resident in Canada for the purposes of
the Tax Act. No Purchased Assets being conveyed hereunder by
the US Vendor, the UK Vendor or the Australian Vendor are
located in Canada. The Canadian Vendor is registered for GST
purposes under the Excise Tax Act (Canada) whose registration
number is R 102261096.
(s) ENVIRONMENTAL
(i) The Vendors, in respect of the Business and the
Purchased Assets, have been and are in compliance
with all applicable federal, state, municipal and
local laws, statutes, ordinances, by-laws, approvals
and regulations, and orders, directives and decisions
rendered by any governmental authority, commission,
bureau, department or administrative or regulatory
agency or similar body or instrumentality thereof
("Environmental Laws") relating to the protection of
the environment, occupational health and safety save
for any non-compliance which is not material in the
context of the relevant Business.
(ii) The Vendors, in connection with the Business, have
not used or permitted to be used, except in
compliance with all Environmental Laws, any of their
property or facilities to generate, manufacture,
process, distribute,
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use, treat, store, dispose of, transport or handle
any Hazardous Substance. To the knowledge of the
Vendors, there is not any Hazardous Substance in, on
or under the Leased Premises or any of the other
Purchased Assets.
(iii) In respect of the Business and the Purchased Assets,
the Vendors have never received any notice of, or
been prosecuted for non-compliance with, any
Environmental Laws, nor have the Vendors settled any
allegation of non-compliance short of prosecution.
There are no orders or directions relating to
environmental matters requiring any work, repairs or
construction or capital expenditures to be made with
respect to the Business or the Purchased Assets, nor
have the Vendors received notice of any of the same
and to the knowledge of the Vendors, there is no
basis for any such proceeding.
(iv) The Vendors have not caused or permitted, nor do they
have any knowledge of, the release, in any manner
whatsoever, of any Hazardous Substance on or from any
of its properties or assets utilized in the Business,
or any such release on or from a facility owned or
operated by third parties but with respect to which
the Vendors in connection with the Business are or
may reasonably be alleged to have liability.
(t) CUSTOMERS AND SUPPLIERS
The Customers and Suppliers List sets out the major customers
of the Business (being those customers of the Business
accounting for more than 5% of sales for the period August 1,
2000 to March 31, 2002) and there has been no termination or
cancellation of, and no material modification or change in,
the Vendors' business relationship with any major customer or
group of major customers.
(u) PRODUCT WARRANTIES
Except as set forth in the Exception Letter, no contractual
warranties have been given to purchasers of products supplied
by the Vendors in connection with the Business.
(v) FULL DISCLOSURE
Neither this Agreement nor any document to be delivered by the
Vendors hereunder nor any certificate, report, statement or
other document furnished by the Vendors in connection with the
negotiation of this Agreement contains or will contain any
untrue statement of a material fact or omits or will omit to
state a material fact necessary to make the statements
contained herein or therein not misleading.
(w) EMPLOYEE PLANS
Other than as required by applicable law or as disclosed in
writing by the Vendors to Veritas DGC prior to the date
hereof, the Vendors do not have any retirement,
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pension, bonus, stock purchase, profit sharing, stock option,
deferred compensation, severance or termination pay,
insurance, medical, hospital, dental, vision care, drug, sick
leave, disability, salary continuation, legal benefits,
employment insurance, vacation, incentive or other
compensation plan or arrangement or other employee benefit
that is maintained, or otherwise contributed to or required to
be contributed to, by the Vendors relating to the Business or
the Purchased Assets for the benefit of Employees or former
employees of the Vendors (the "Employee Plans") and a true and
complete list of each Employee Plan has been furnished to the
Purchasers. Each Employee Plan has been maintained in all
material respects in compliance with its terms and with the
requirements prescribed by any and all statutes, orders, rules
and regulations that are applicable to such Employee Plan. The
Vendors have made:
(i) all contributions to, and payments from, each
Employee Plan that may have been required to be made
in accordance with the terms of any such Employee
Plan, and, where applicable, the laws of the
jurisdictions that govern such Employee Plan, have
been made in a timely manner;
(ii) all material reports, returns and similar documents
(including applications for approval of
contributions) with respect to any Employee Plan
required to be filed with any government agency or
distributed to any Employee Plan participant have
been duly filed in a timely manner or distributed;
(iii) to the knowledge of the Vendors, there are no pending
investigations by any governmental or regulatory
agency or authority involving or relating to any
Employee Plan, no threatened or pending claims
(except for claims for benefits payable in the normal
operation of the Employee Plans), suits or
proceedings against any Employee Plan or asserting
any rights or claims to benefits under any Employee
Plan that could give rise to a liability nor, to the
knowledge of the Vendors, are there any facts that
could give rise to any liability in the event of such
investigation, claim, suit or proceeding;
(iv) no promise has been given to nor expectation created
on the part of any Employee, dependant or other
person (whether by employment contract or pension
plan documentation or otherwise) that any benefit
from any Employee Plan contributed to or promised by
any of the Vendors will equal or exceed (or be topped
up so as to equal or exceed) any output level defined
otherwise than solely by reference to the
contributions (plus investment return thereon)
already input to such Employee Plans; and
(v) the only pension plan operated by the UK Vendor is a
defined contribution money purchase "group personal
pension plan".
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(x) COLLECTIVE AGREEMENTS
The Vendors have not made any contracts with any labour union
or employee association nor made commitments to or conducted
negotiations with any labour union or employee association
with respect to any future agreements and, to the knowledge of
the Vendors, there are not any current attempts to organize or
establish any labour union or employee association with
respect to any Employees of the Vendors nor is there any
certification of any such union with regard to a bargaining
unit.
(y) EMPLOYEES
Schedule I contains a complete and accurate list of the names
of all individuals who are full-time, part-time or casual
employees or individuals engaged on contract to provide
employment services or sales or other agents or
representatives of the Vendors employed or engaged in the
Business (the "Employees") as of the date of this Agreement
(other than the Excluded Employees) specifying the length of
hire, title or classification and rate of salary or hourly pay
and commission or bonus entitlement (if any) for each such
Employee. Schedule I lists all Employees, including those on
leave of absence (paid or unpaid) and those in receipt of
benefits under Workers' Compensation or similar legislation,
who have been absent continually from work for a period in
excess of one month, as well as the reason for their absence.
There are no complaints, claims or charges outstanding, or to
the knowledge of the Vendors, anticipated, nor are there any
orders, decisions, directions or convictions currently
registered or outstanding by any tribunal or agency against or
in respect of the Vendors under or in respect of any
employment legislation. Schedule I lists all Employees in
respect of whom the Vendors have been advised by the
Alberta
Workers' Compensation Board or similar body that such
Employees are in receipt of benefits under the Workers'
Compensation Act (Alberta) or similar legislation. The Vendors
are in compliance with the Employment Standards Code (Alberta)
or similar legislation, the Workers' Compensation Act
(Alberta) or similar legislation and other employment
legislation and, without limiting the generality of the
foregoing: (i) there are no appeals pending before an Alberta
Workers' Compensation Tribunal or similar body involving the
Vendors; (ii) all levies, assessments and penalties made
against the Vendors pursuant to the Workers' Compensation Act
(Alberta) or similar legislation have been paid by the
Vendors; (iii) there has been no change in the rating
assessment applicable to the Vendors or the Business under the
Workers' Compensation Act (Alberta) or similar legislation
during the past five years, except as described in Schedule I;
and (iv) to the knowledge of the Vendors, there are not any
audits currently being performed by the Alberta Workers'
Compensation Board or similar body.
(z) EMPLOYEE ACCRUALS
All accruals for unpaid vacation pay, premiums for employment
insurance, health premiums, Canada Pension Plan or similar
premiums, accrued wages, salaries and
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commissions and employee benefit plan payments have been
reflected in the books and records of the Vendors.
(aa) NO LIABILITIES
There are no liabilities of the Vendors or its Affiliates,
whether or not accrued and whether or not determined or
determinable, in respect of which the Purchasers may become
liable on or after the consummation of the transaction herein
provided for, other than the Assumed Liabilities.
(bb) EQUIPMENT CONTRACTS
The Contract List sets forth a true and complete list of all
Equipment Contracts together with a description of the
equipment and vehicles to which the Equipment Contracts
relate. All of the Equipment Contracts are in full force and
effect and no default exists on the part of the Vendors, or,
to the knowledge of the Vendors, on the part of any of the
other parties thereto. The entire interest of the Vendors
under each of the Equipment Contracts is held by the Vendors
free and clear of any Encumbrances and all payments due under
the Equipment Contracts have been duly paid.
(cc) RESTRICTIONS ON TRANSFER
The Vendors are not subject to, or a party to, any charter or
by-law or other constating document restriction, law, claim,
contract or instrument, Encumbrance or other restriction of
any kind or character which would prevent the consummation of
the transactions contemplated by this Agreement or compliance
by the Vendors with the terms, conditions and provisions
hereof or thereof, except for the necessity of obtaining the
consents and the approvals described in Schedule F.
(dd) ISSUED AND OUTSTANDING SHARES
The Shareholders own all of the issued and outstanding capital
stock of the Canadian Vendor.
(ee) FINDER'S FEE
Except for Xxxxxx Xxxxx, there is no investment banker,
broker, finder or other intermediary which has been retained
by or is authorized to act on behalf of the Vendors or the
Shareholders who might be entitled to any fee or other
commission in connection with the transactions contemplated by
this Agreement.
Notwithstanding the foregoing, each of the corporate parties referred to in
Section 4.1(a), (b), (d)(ii), (d)(iii), (d)(v) and (ee) only makes the
representations and warranties contained therein with respect to itself. The
representations and warranties of the Vendors, HI, RST and Xxxx contained in
this Agreement shall survive the Closing and the execution or registration of
conveyances contemplated herein for a period of two years from the Closing Date
(and shall not
-36-
merge thereon or therein), provided that, the representations and warranties of
the Vendors contained in Sections 4.1(e) and (g) and any breach by the Vendors,
HI, RST and Xxxx of any representations and warranties contained in this
Agreement that constitute fraud or wilful misconduct shall survive the Closing
Date for a period equal to the Transition Period.
4.2 REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS
The Purchasers, jointly and severally, represent and warrant to the
Vendors, DH, BR, HI, RST and Xxxx as of the date hereof and as of the Closing
Date and acknowledge and confirm that such parties are relying on such
representations and warranties in connection with the sale by the Vendors of the
Purchased Assets as follows:
(a) ORGANIZATION AND STANDING OF THE PURCHASERS
The Canadian Purchaser is a limited partnership duly organized
and validly existing under the laws of Alberta and has
partnership power and authority to own or lease its property,
to carry on its business as now being conducted by it and to
enter into this Agreement and to perform its obligations
hereunder. The Purchasers (other than the Canadian Purchaser)
are corporations duly incorporated and organized and validly
subsisting under the laws of their jurisdictions of
incorporation and have the corporate power to own or lease
their property, to carry on their business as now being
conducted by them and to enter into this Agreement and to
perform their obligations hereunder. The Purchasers are duly
qualified as either partnerships or corporations (as
applicable) to do business in each jurisdiction in which the
nature of their business makes such qualification necessary
except where the failure to be so qualified would not have a
material adverse effect on their business.
(b) AUTHORIZATION
This Agreement has been duly authorized, executed and
delivered by the Purchasers and is a legal, valid and binding
obligation of the Purchasers, enforceable against the
Purchasers by the Vendors, HI, RST, DH, BR and Xxxx in
accordance with its terms, except as such enforcement may be
limited by common law, bankruptcy, insolvency and other laws
affecting the rights of creditors generally and except that
equitable remedies may only be granted in the discretion of a
court of competent jurisdiction. The Purchasers have taken all
required board action necessary to authorize the execution,
delivery and performance of this Agreement. The Purchasers
have also obtained the consent of Petroleum Geoservices ASA to
duly execute and be bound by this Agreement.
(c) NO VIOLATION
The execution and delivery of this Agreement by the Purchasers
and the consummation of the transactions herein provided for
will not result in the violation of, or constitute a default
under, or conflict with or cause the acceleration of any
obligation of the Purchasers under:
-37-
(i) any contract to which one or more of the Purchasers
is a party or by which it is bound;
(ii) any provision of the constating documents or by-laws
or resolutions of the boards of directors (or any
committees thereof) or shareholders of the
Purchasers;
(iii) any judgment, decree, order or award of any court,
governmental body or arbitrator having jurisdiction
over the Purchasers; or
(iv) any applicable law, statute, ordinance, regulation or
rule.
(d) CONSENTS AND APPROVALS
Except as required under the Investment Canada Act, there is
no requirement for the Purchasers to make any filing with,
give any notice to or obtain any licence, permit, certificate,
registration, authorization, consent or approval of, any
government or regulatory authority as a condition to the
lawful consummation of the transactions contemplated by this
Agreement.
(e) INVESTMENT CANADA
Veritas DGC is a WTO investor within the meaning of the
Investment Canada Act.
(f) GST REGISTRATION
The Canadian Purchaser is registered for GST purposes under
the Excise Tax Act (Canada) whose registration number is
86505 6444RT0001. The UK Purchaser is registered for VAT at
the Effective Date under VAT registration number 629 284 808.
The representations and warranties of the Purchasers shall survive the Closing
and execution or registration of conveyances contemplated herein for a period of
2 years from the Closing Date (and shall not merge thereon or therein), provided
that, any breach by the Purchasers of any representations and warranties
contained in this Agreement that constitute fraud or wilful misconduct shall
survive the Closing Date for so long as legally possible.
4.3 REPRESENTATIONS AND WARRANTIES OF VERITAS DGC
Veritas DGC represents and warrants to the Vendors, DH, BR, HI, RST and
Xxxx as of the date hereof and as of the Closing Date and acknowledges and
confirms that such parties are relying on such representations and warranties in
connection with the sale by the Vendors of the Purchased Assets as follows:
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(a) ORGANIZATION AND STANDING OF VERITAS DGC
Veritas DGC is a corporation duly incorporated and organized
and validly subsisting under the laws of its jurisdiction of
incorporation and has the corporate power to own or lease its
property, to carry on its business as now being conducted by
it and to enter into this Agreement and to perform its
obligations hereunder. Veritas DGC is duly qualified as a
corporation to do business in each jurisdiction in which the
nature of its business makes such qualification necessary
except where the failure to be so qualified would not have a
material adverse effect on its business.
(b) AUTHORIZATION
This Agreement has been duly authorized, executed and
delivered by Veritas DGC and is a legal, valid and binding
obligation of Veritas DGC, enforceable against Veritas DGC by
the Vendors, DH, BR, HI, RST and Xxxx in accordance with its
terms, except as such enforcement may be limited by
bankruptcy, insolvency and other laws affecting the rights of
creditors generally and except that equitable remedies may
only be granted in the discretion of a court of competent
jurisdiction. Veritas DGC has taken all required board action
necessary to authorize the execution, delivery and performance
of this Agreement. Veritas DGC has also obtained the consent
of Petroleum Geoservices ASA to duly execute and be bound by
this Agreement.
(c) NO VIOLATION
The execution and delivery of this Agreement by Veritas DGC
and the consummation of the transactions herein provided for
will not result in the violation of, or constitute a default
under, or conflict with or cause the acceleration of any
obligation of Veritas DGC under:
(i) any contract to which Veritas DGC is a party or by
which it is bound;
(ii) any provision of the constating documents or by-laws
or resolutions of the board of directors (or any
committees thereof) or shareholders of Veritas DGC;
(iii) any judgment, decree, order or award of any court,
governmental body or arbitrator having jurisdiction
over Veritas DGC; or
(iv) any applicable law, statute, ordinance, regulation or
rule.
(d) CONSENTS AND APPROVALS
Except as contemplated herein, there is no requirement for
Veritas DGC to make any filing with, give any notice to or
obtain any licence, permit, certificate, registration,
authorization, consent or approval of, any government or
regulatory
-39-
authority as a condition to the lawful consummation of the
transactions contemplated by this Agreement.
(e) SECURITIES LAWS FILINGS
(i) Veritas DGC has filed with the Canadian provincial
securities commissions and the Commission all forms,
reports, schedules, statements and other documents
required to be filed by it since December 31, 2000;
(ii) since December 31, 2000, its public disclosure
documents at the time filed, except to the extent
that such statements have been modified or superseded
by a later public disclosure document, (A) did not
contain any misrepresentation, as defined under
applicable securities laws and (B) complied in all
material respects with the requirements of applicable
securities laws;
(iii) it has not filed any confidential material change
report since December 31, 2000, which remains
confidential; and
(iv) the consolidated financial statements of Veritas DGC
(including notes thereto) included in its public
disclosure documents under the requirements of
applicable securities laws present fairly its
consolidated financial position, its consolidated
results of operations and cash flows and surplus and
the other information purported to be shown therein
at the respective dates and for the respective
periods to which they apply; such financial
statements have been prepared in conformity with
United States generally accepted accounting
principles (except, in the case of unaudited
statements, as permitted by the Commission), as
applicable, consistently applied throughout the
periods involved (except as may be indicated in the
notes thereto), and all adjustments necessary for a
fair presentation of the results for such periods
have been made (subject, in the case of unaudited
statements, to normal year-end audit adjustments).
(f) VERITAS COMMON STOCK
The Veritas Common Stock, to be issued in accordance with the
terms and provisions of this Agreement, when issued will be
duly authorized and validly issued and will not be subject to
any Encumbrances or any pre-emptive or other statutory right
of shareholders or adverse claims of any kind whatsoever and
will be issued in compliance with applicable securities laws
in the United States and in the Province of Alberta.
(g) SECURITIES AUTHORITIES
No securities commission has suspended trading of any
securities of Veritas DGC and Veritas DGC is not in default of
any material requirement of a securities commission or similar
regulatory authority nor has there been issued any order
preventing or suspending trading of any securities of Veritas
DGC and no such
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proceeding is, to the knowledge of Veritas DGC, pending,
contemplated or threatened.
(h) REPORTING ISSUER STATUS
Veritas DGC is and has been for more than one year a reporting
issuer in the provinces of Alberta and Ontario, is not on the
list of defaulting reporting issuers maintained by the
securities commission in any such jurisdictions.
(i) TRANSFER OF SHARES
At or before the Time of Closing, Veritas DGC shall cause all
necessary steps and corporate proceedings to be taken in order
to permit the Rights and Veritas Common Stock to be issued
under this Agreement to the Vendors to be duly issued to the
Vendors.
(j) LISTING OF VERITAS COMMON STOCK
(i) the currently issued and outstanding Veritas Common
Stock is listed and posted for trading on the New
York Stock Exchange and the Toronto Stock Exchange;
and
(ii) Veritas DGC shall use commercially reasonable efforts
to obtain prior to the completion of the procedures
contemplated in Section 5.10 the necessary regulatory
consents from the New York Stock Exchange and the
Toronto Stock Exchange for the issuance of the
Veritas Common Stock to be issued hereunder, and for
the listing of such Veritas Common Stock.
(k) LETTER OF INTENT
Veritas DGC has complied with and satisfied all of its legally
binding covenants and obligations contained in the letter of
intent dated May 7, 2002 from Veritas DGC to the Canadian
Vendor, Xxxx, DH and BR.
The representations and warranties of Veritas DGC shall survive the Closing and
execution or registration of conveyances contemplated herein for a period of 2
years from the Closing Date (and shall not merge thereon or therein), provided
that, any breach by Veritas DGC of any representations and warranties contained
in this Agreement that constitute fraud or wilful misconduct shall survive the
Closing Date for so long as legally possible.
ARTICLE V
ANCILLARY AGREEMENTS
5.1 EMPLOYEES
(a) Subject to Section 5.3, the Vendors have advised all Employees
(other than those listed in Schedule K (the "Excluded
Employees")) of this transaction and have
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terminated their employment effective on the Effective Date in
accordance with the form of the joint notice of termination
and offer of employment set out in Schedule L. The Purchasers
have offered comparable employment (including without
limitation, position, salary and the Purchasers' standard
benefits but excluding pensions), effective from the Effective
Date, to all Employees of the Vendors other than Excluded
Employees. The Vendors and Purchasers shall use all reasonable
commercial efforts to attempt to induce all Employees (other
than Excluded Employees) to enter into employment with the
Purchasers in the Business so as to ensure continuity of
employment. The Vendors shall pay and satisfy, as at the
Effective Date, all salaries, wages, termination pay, wrongful
dismissal claims, holiday pay, annual leave pay, employment
insurance premiums, workers' compensation (or equivalent)
payments, income tax and pension plan (or equivalent)
deductions if applicable and other payments to be made to or
on behalf of the Employees to and including the Effective
Date. Notwithstanding the foregoing, the Purchasers will
recognize and be responsible for that vacation time earned
during and after the 2001 calendar year and to be taken after
the Effective Date for those Employees who have agreed to be
and are hired as employees of the Purchasers. As well, the
Purchasers shall assume at the Time of Closing the years of
service and all respective severance obligations or other
length of service related benefits of all such Employees so
hired by the Purchasers. In addition and subject to the
aforesaid obligations of the Vendors, the Purchasers are only
responsible for those Employees of the Vendors whose
employment by the Vendors has been terminated and who have
agreed to be hired as employees of the Purchasers.
(b) With respect to any other Employee Plans not specifically
addressed in this Agreement, incentive plans, bonus plans,
equity-based compensation plans, severance and fringe benefit
plans, the Vendors shall retain all liability therefor and the
Purchasers shall have no liability therefor.
(c) The Vendors shall retain all liability for any workers'
compensation claims of the Employees arising from or relating
to any injury, illness or condition incurred or existing prior
to the Effective Date.
(d) No third party benefits in favor of any Person, including the
Employees, will be created, implied or inferred from the
provisions of this Section 5.1.
(e) Notwithstanding anything else in this Agreement and in
particular Sections 5.1(a), (b), (c) and (d), the following
provisions of this Section 5.1 shall apply in respect of the
UK Employees.
(i) The UK Vendor and the UK Purchaser agree that the
sale of UK Business constitutes a transfer of an
undertaking for the purposes of the Transfer of
Undertakings (Protection of Employment) Regulations
1981 ("the Transfer Regulations") and accordingly the
contracts of employment of the UK Employees will
(with the exception of any terms relating to an
occupational pension scheme) have effect from the
Closing Date as if
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originally made between the UK Employees and the UK
Purchaser unless any such Employee objects to being
transferred in accordance with Regulation 5(4A) of
the Transfer Regulations.
(ii) All amounts payable under or in connection with the
contract of employment of each of the UK Employees in
respect of any period prior to the Effective Date
shall be for the account of the UK Vendor and
thereafter for the account of the UK Purchaser and
any necessary apportionment shall be made as at the
Effective Date and the UK Purchaser shall indemnify
the UK Vendor and keep it fully indemnified at all
times against all statutory, contractual and common
law liabilities to or in respect of or on behalf of
any of the UK Employees on or after the Effective
Date.
(iii) The UK Purchaser shall indemnify the UK Vendor in
respect of any costs arising from the change of
employer occurring by reason (A) of the operation of
the Transfer Regulations being a significant change
and to the detriment of the UK Employees and/or (b)
as a consequence of the UK Purchaser's direct or
indirect discussions or communications with the UK
Vendor and/or any UK Employee about this transaction
and/or the terms or circumstances of it or the UK
Purchaser's proposed changes to the UK Employees'
terms and conditions (including any proposal by the
UK Purchaser to withdraw the occupational pension
entitlements and/or arrangements applicable prior to
the Effective Date.
(iv) The UK Vendor hereby warrants to the UK Purchaser
that the UK Vendor has complied with the provisions
of Regulation 10 of the Transfer Regulations with
respect to the UK Employees.
(v) The UK Vendor hereby irrevocably and unconditionally
agrees with UK Purchaser to indemnify and keep
indemnified the UK Purchaser from and against all
claims by and liabilities to any person (other than
the UK Employees) claiming to be an employee or ex
employee in respect of the UK Business to whom the
Transfer Regulations apply in respect of the transfer
of the UK Business to the UK Purchaser and any
losses, liabilities, costs or expenses caused by any
order made in respect of such person pursuant to or
due to the existence or operation of the Transfer
Regulations together with any relevant costs,
expenses or liabilities incurred by the UK Purchaser
in respect of such claims including without prejudice
to the generality of the foregoing the amount of any
payment made by the UK Purchaser to any such person
to settle any such claim.
5.2 EMPLOYMENT AGREEMENTS
On the Closing Date, the Canadian Purchaser and DH and the Canadian
Purchaser and BR shall enter into the Employment Agreements.
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5.3 MAINTENANCE OF RECORDS OF VENDORS AND CONFIDENTIALITY
For a period of 2 years following the Closing Date or such further
periods of time as records may be required to be maintained by law, the Vendors
shall keep and maintain all of their books, records, invoices, statements,
files, correspondence and other materials as presently maintained and
supplemented for the Business or any of the Purchased Assets up to the Closing
Date and which were not left in the possession of the Purchasers (it being the
intention that all such records will be left on the Closing Date in the
possession of the Purchasers), at a reasonable location of which, if applicable,
the Vendors shall advise the Purchasers. The Purchasers, their representatives,
accountants and solicitors shall have access thereto at all reasonable times and
at the Purchasers' own cost and expense may make extracts therefrom and
photocopies thereof, it being the intention of the parties hereto that all such
information which may be of benefit to the Purchasers in the continuance of the
conduct of the Business shall be made available to the Purchasers for the
limited time aforesaid. For those books, records, invoices, statements, files,
correspondence and other materials relating to the Business and/or the Purchased
Assets which are left in the possession of the Purchasers on Closing for the
benefit of the Purchasers, the Purchasers shall make same available for
inspection by representatives of the Vendors during normal business hours and
upon reasonable notice for the same.
5.4 AGENTS
The Vendors covenant and agree that, should any claim for any
commission or other payment with respect to the sale contemplated herein be made
by any Person, firm or corporation representing that they have been retained by
one or more of the Vendors or their Affiliates, the Vendors shall be responsible
for settlement thereof.
5.5 COSTS
It is understood and agreed that all expenses incurred by or on behalf
of the parties hereto including, without limiting the generality of the
foregoing, fees and expenses of agents, counsel, solicitors, consultants and
accountants employed by the parties herein in connection with the authorization,
preparation, execution and performance of this Agreement shall be borne solely
by the party or parties who have incurred the same, and the other party or
parties shall have no liability in respect thereof, save as otherwise expressly
provided in this Agreement. In the event that any legal action is commenced to
enforce or interpret this Agreement, or any part thereof the non-prevailing
party shall pay all reasonable solicitors fees (on a solicitor and his own
client full indemnity basis) and all reasonable costs and expenses of the
prevailing party incurred as a result thereof.
5.6 NO ASSUMPTION OF LIABILITY BY PURCHASERS
Except as otherwise specifically set forth herein, the Purchasers shall
not be responsible or liable in any way whatsoever for any obligations,
covenants or liabilities of the Vendors of whatever nature or howsoever arising.
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5.7 NAME CHANGE
At the Time of Closing (or as soon as practicable thereafter) the
Vendors shall change their names and shall cause all of their respective
Affiliates to change their names to delete any reference therein to
"Xxxxxxx-Xxxxxxx".
5.8 WARRANTIES
The Vendors shall retain responsibility for all product warranties of
the Vendors, express or implied relating to the conduct of the Business at any
time prior to the Effective Date, provided that, if requested by the Vendors,
the Purchasers will perform any required warranty work and will be reimbursed
therefor at cost by the Vendors.
5.9 RESTRICTION
In consideration for the execution by the Purchasers of this Agreement,
and other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, each of the Vendors, DH, BR, HI, RST and Xxxx hereby
agrees (for themselves and their representatives) with the Purchasers that, from
the date of the execution of this Agreement to the Closing Date or such other
date as the parties may mutually agree, it shall not, without the prior written
consent of the Purchasers, engage or attempt to engage, directly or indirectly,
in any negotiations or discussions or solicit, directly or indirectly any offer
of any kind or expression of interest with other parties respecting a
transaction similar to that contemplated herein (involving, without limitation,
either shares or assets).
5.10 REGISTRATION RIGHTS
(a) Veritas DGC will use reasonable efforts to register under the
U.S. Securities Act of 1933, as amended (the "Securities
Act"), the Shares pursuant to a non-underwritten offering
having a period of distribution not to exceed one year from
the date of effectiveness of the Registration Statement (as
defined herein). In furtherance of such obligation, Veritas
DGC shall file, as soon as possible and, in any event within
45 days after the Closing Date, with the U.S. Securities and
Exchange Commission (the "Commission") a registration
statement on the appropriate form seeking the registration for
resale of the Shares (the "Registration Statement"), pursuant
to a non-underwritten offering in accordance with the plan of
distribution described therein so that the Shares are
registered and freely tradeable in the United States except
for regulations applicable to affiliates, officers and
directors of Veritas DGC and its Affiliates. Such 45 day
period shall be extended as necessary in the event that
Veritas DGC does not receive all information from the Vendors,
their Affiliates and employees required to be included in the
Registration Statement. References in this Section 5.10 to the
Shares shall be deemed to include any shares of Veritas Common
Stock or other securities received by the Canadian Vendor on
account of any stock split, stock dividend or merger of
Veritas DGC.
(b) Notwithstanding anything to the contrary contained in this
Section 5.10, Veritas DGC shall not be obligated to prepare
and file the Registration Statement
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pursuant to this Section 5.10, or prepare or file any
amendment or supplement thereto, at any time when Veritas DGC
reasonably believes that the filing thereof, or the offering
of securities pursuant thereto, would adversely affect a
pending or proposed public offering of securities of Veritas
DGC, an acquisition, merger, recapitalization, consolidation,
reorganization or similar transaction relating to Veritas DGC
or negotiations, discussions or pending proposals with respect
thereto or require premature disclosure of information not
otherwise required to be disclosed to the potential detriment
of Veritas DGC.
(c) Notwithstanding anything to the contrary contained in this
Section 5.10, Veritas DGC shall be permitted, on written
notice to the Canadian Vendor, to suspend the period of sale
or distribution of the Shares at any time when Veritas DGC
reasonably believes that the sale or distribution thereof
would adversely affect a pending or proposed public offering
of securities of Veritas DGC, an acquisition, merger,
recapitalization, consolidation, reorganization or similar
transaction relating to Veritas DGC or negotiations,
discussions or pending proposals with respect thereto or
require premature disclosure of information not otherwise
required to be disclosed to the potential detriment of Veritas
DGC.
(d) The filing of the Registration Statement, or any amendment or
supplement thereto, by Veritas DGC may not be deferred
pursuant to Section 5.10(b), and the sale and distribution of
the Shares may not be suspended pursuant to Section 5.10(c),
for more than 45 days after the abandonment or consummation
(or the completion of the distribution of securities in the
case of a public offering) of any of the proposals or
transactions described therein.
(e) The Canadian Vendor agrees and covenants to fully cooperate
with and assist Veritas DGC and its counsel and
representatives in connection with Veritas DGC's obligations
under this Section 5.10, including providing such information
as requested by Veritas DGC in connection the preparation of
the Registration Statement and the resale of the Shares.
(f) Veritas DGC will, subject to the other provisions of this
Section 5.10:
(i) seek to cause the Registration Statement to become
and remain effective for a period of up to one year
following the effectiveness of the Registration
Statement or such shorter period of time until the
transfer or sale of all the Shares has been
completed;
(ii) as expeditiously as reasonably practicable, prepare
and file with the Commission such amendments and
supplements to the Registration Statement and the
prospectus used in connection therewith as may be
necessary to keep the Registration Statement
effective and to comply with the provisions of the
Securities Act with respect to the disposition of the
Shares covered by the Registration Statement in
accordance with the intended method of distribution
set forth therein;
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(iii) as expeditiously as reasonably practicable, furnish
to the Canadian Vendor such number of copies of
prospectuses and preliminary prospectuses in
conformity with the requirements of the Securities
Act, and such other documents as the Canadian Vendor
may reasonably request, in order to facilitate the
public sale or other disposition in the United States
of the Shares owned by the Canadian Vendor; provided,
however, that the obligation of Veritas DGC to
deliver copies of prospectuses or preliminary
prospectuses to the Canadian Vendor shall be subject
to the receipt by Veritas DGC of reasonable
assurances from the Canadian Vendor that it will
comply with the applicable provisions of the
Securities Act and of such other securities laws as
may be applicable in connection with any use by it of
any prospectuses or preliminary prospectuses;
(iv) as expeditiously as practicable, use its best efforts
to register or qualify the Shares under such other
securities laws of such United States jurisdictions
as the Canadian Vendor shall reasonably request
(considering the nature and size of the offering) and
do any and all other acts and things which may be
necessary or desirable to enable the Canadian Vendor
to consummate the public sale or other disposition in
such jurisdictions of the Shares; provided, however,
that Veritas DGC shall not be required to qualify to
transact business as a foreign corporation in any
jurisdiction in which it would otherwise not be
required to be so qualified or to take any action
which would subject it to general service of process
in any jurisdiction in which it is not then so
subject; and
(v) bear all Registration Expenses (as defined below) in
connection with the registration hereunder; provided,
however, that all Selling Expenses (as defined below)
of the Shares and all fees and disbursements of
counsel for the Canadian Vendor shall be borne by the
Canadian Vendor. For purposes of this Section
5.10(f), expenses incurred by Veritas DGC in
complying with this Section 5.10 include (i) all U.S.
registration and filing fees; (ii) all printing
expenses, (iii) all fees and disbursements of counsel
for Veritas DGC, (iv) all blue sky fees and expenses,
and (v) all fees and expenses of accountants for
Veritas DGC, and such expenses are herein referred to
as "Registration Expenses". All brokerage and selling
commissions and fees and expenses of counsel for the
Canadian Vendor in connection with any such
registration or resale are herein referred to as
"Selling Expenses".
(g) Indemnification.
(i) In the event of a registration of the Shares under
the Securities Act pursuant to this Agreement,
Veritas DGC will indemnify and hold harmless the
Canadian Vendor and any other Person, if any, who
controls the Canadian Vendor within the meaning of
Section 15 of the Securities Act, against any losses,
claims, damages or liabilities, joint or several, to
which the Canadian Vendor or such controlling Person
may become
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subject under the Securities Act or otherwise,
insofar as such losses, claims, damages or
liabilities or actions in respect thereof arise out
of or are based upon any untrue statement or alleged
untrue statement of any material fact contained, on
the effective date thereof, in the Registration
Statement, any preliminary prospectus distributed
with the consent of Veritas DGC or final prospectus
contained therein, or any amendment thereof or
supplement thereto, including all documents
incorporated by reference therein, or arise out of or
are based upon the omission or alleged omission to
state therein a material fact required to be stated
therein or necessary to make the statements therein
not misleading, and will, unless Veritas DGC assumes
the defense as provided in Section 5.10(g)(iii),
promptly following request and receipt of reasonable
supporting documents, such as invoices, reimburse the
Canadian Vendor and each such controlling Person for
any legal or any other expenses reasonably incurred
by them in connection with investigating or defending
any such loss, claim, damage, liability or action;
provided, however, that Veritas DGC will not be
liable in any such case to the extent that any such
loss, claim, damage or liability arises out of or is
based upon an untrue statement or alleged untrue
statement or omission or alleged omission made in
such Registration Statement, such preliminary
prospectus, such final prospectus or such amendment
or supplement, including all documents incorporated
by reference therein, in reliance upon and in
conformity with written information furnished to
Veritas DGC by or on behalf of the Canadian Vendor or
a controlling Person thereof specifically for use in
the preparation thereof.
(ii) In the event of any registration of the Shares under
the Securities Act pursuant to this Agreement, the
Canadian Vendor will indemnify and hold harmless
Veritas DGC and the Purchasers and each Person, if
any, who controls Veritas DGC or the Purchasers
within the meaning of Section 15 of the Securities
Act, each officer of Veritas DGC who signs the
Registration Statement, each director of Veritas DGC
and each Person who controls any underwriter (if any)
within the meaning of Section 15 of the Securities
Act, against any and all such losses, claims,
damages, liabilities or actions which Veritas DGC or
such officer, director, underwriter (if any) or
controlling Person may become subject under the
Securities Act or otherwise, and will reimburse
Veritas DGC, each such officer, director, underwriter
(if any) and controlling Person for any legal or any
other expenses reasonably incurred by such party in
connection with investigating or defending any such
loss, claim, damage, liability or action, if (A) such
loss, claim, damage, liability or action in respect
thereof arises out of or is based upon any untrue
statement or alleged untrue statement of any material
fact contained in the Registration Statement or any
such prospectus, or any amendment thereof or
supplement thereto, or arises out of or is based upon
the omission or alleged omission to state therein a
material fact required to be stated therein or
necessary to make the statements therein not
misleading and such statement or omission of a
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material fact was made in reliance upon and in
conformity with information furnished to Veritas DGC
by or on behalf of the Canadian Vendor specifically
for use in connection with the preparation of the
Registration Statement or prospectus or (B) such
loss, claim, damage, liability or action in respect
thereof arises out of or is based upon the Canadian
Vendor's failure to deliver any required prospectus
or otherwise comply with applicable laws regarding
the same.
(iii) Promptly after receipt by any indemnified Person of
notice of any claim or commencement of any action in
respect of which indemnity is to be sought against an
indemnifying Person pursuant to this Section 5.10,
such indemnified Person shall notify the indemnifying
Person in writing of such claim or of the
commencement of such action, and, subject to
provisions hereinafter stated, in case any such
action shall be brought against an indemnified Person
and such indemnifying Person shall have been notified
of the same, such indemnifying Person shall be
entitled to participate therein, and, to the extent
it shall wish, to assume the defense thereof, with
counsel reasonably satisfactory to such indemnified
Person, and after notice from the indemnifying Person
to such indemnified Person of its election to assume
the defense thereof, such indemnifying Person shall
not be liable to such indemnified Person in
connection with the defense thereof; provided,
however, if there exists or will exist a conflict of
interest which would make it inappropriate in the
reasonable judgment of the indemnified Person for the
same counsel to represent both the indemnified Person
and such indemnifying Person then such indemnifying
Person shall be entitled to retain its own counsel at
the expense of such indemnifying Person; provided
further, however, the indemnifying Person shall not
be required to pay for more than one separate counsel
for all of the indemnified Persons in addition to any
local counsel. Payment of any amounts due pursuant to
this Section 5.10(g) shall be made within 10 Business
Days after notice is sent by the indemnified Person.
(h) If Rule 144 or Rule 145 as promulgated under the Securities
Act or any successor or similar rule or statute shall permit
the unconditional sale of the Shares, the rights of the
Canadian Vendor as to the registration provided for in this
Agreement as to the Shares shall terminate immediately.
(i) Veritas DGG hereby covenants and agrees with the Canadian
Vendor that it shall use best efforts to, as soon as
practicable following Closing, obtain a favourable opinion of
U.S. counsel with respect to the issuance and registration of
the Shares hereunder and related U.S. securities law matters,
in a form acceptable to the Canadian Vendor, acting reasonably
and to rectify any deficiencies in the issuance of the Shares
as contemplated herein identified in such opinion.
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5.11 BONUS PLAN
At the Time of Closing Veritas DGC shall institute a bonus plan in a
form mutually agreed and Veritas DGC shall maintain such bonus plan throughout
the Transition Period and for so long thereafter as is necessary to make the
bonus payments contemplated therein.
ARTICLE VI
CONDITIONS ON CLOSING
6.1 CONDITIONS FOR THE BENEFIT OF THE PURCHASERS
The Closing is subject to the following conditions to be fulfilled or
performed at or prior to the Time of Closing, which conditions are for the
exclusive benefit of the Purchasers and may be waived in whole or in part by the
Purchasers in their sole discretion:
(a) the representations and warranties of the Vendors, HI, RST and
Xxxx contained in this Agreement shall be true and correct in
all material respects, as of the Closing Date with the same
force and effect as if such representations and warranties had
been made on and as of such date (except as affected by the
transactions contemplated or permitted by this Agreement), and
the Vendors, HI, RST and Xxxx shall have executed and
delivered a certificate of a senior officer to that effect.
The receipt of such certificate and the Closing shall not be a
waiver of the representations and warranties of the Vendors,
HI, RST and Xxxx which are contained in this Agreement. Upon
the delivery of such certificate, the representations and
warranties of the Vendors, HI, RST and Xxxx shall be deemed to
have been made on and as of the Closing Date (except as
affected by the transactions contemplated or permitted by this
Agreement) with the same force and effect as if made on and as
of such date;
(b) all authorizations, consents, orders and approvals (including
without limitation those of shareholders, regulatory agencies,
governmental agencies and other third parties) necessary for
the performance by the Vendors, DH, BR, HI, RST and Xxxx of
this Agreement and the completion of the transactions
hereunder shall have been obtained in form and substance
satisfactory to the Purchasers, acting reasonably, and there
shall be in effect no preliminary or permanent injunction or
other court, or governmental or regulatory agency of competent
jurisdiction directing that the transactions contemplated by
this Agreement not be consummated;
(c) all agreements and other documents to be executed and
delivered at Closing shall have been executed and delivered by
the respective parties thereto;
(d) the Purchasers and the Purchasers' Solicitors, acting
reasonably, shall have approved all transfers, assignments,
conveyances and other documents which are necessary to effect
the transactions contemplated by this Agreement;
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(e) no substantial damage or destruction to the Purchased Assets
by fire or other event shall have occurred which would
adversely affect the operations of the Business;
(f) no material adverse change shall have occurred in the affairs,
operations, business or financial condition of either the
Vendors or the Purchased Assets, from and after the date
hereof; and
(g) at Closing the Vendors shall have delivered to the Purchasers
an opinion of the Vendors' Solicitors in the form attached as
Schedule J.
6.2 NON-PERFORMANCE BY THE VENDORS, DH, BR, HI, RST AND XXXX
If any condition, obligation or covenant of the Vendors, DH, BR, HI,
RST and Xxxx to be performed at or prior to the Time of Closing shall not have
been fulfilled or performed by such time, the Purchasers may terminate this
Agreement by notice in writing to the Vendors, DH, BR, HI, RST and Xxxx, and in
such event the Purchasers shall be released from all of their obligations
hereunder. The Vendors, DH, BR, HI, RST and Xxxx shall only be released from
their respective obligations hereunder if the condition or conditions for the
non-performance of which the Purchasers have terminated this Agreement are not
reasonably capable of being performed or caused to be performed by all or any of
the Vendors, DH, BR, HI, RST and Xxxx, as the case may be, by the Closing Date.
Notwithstanding the foregoing, the Purchasers shall be entitled to waive
compliance with any of such conditions, obligations or covenants in whole or in
part if they see fit to do so without prejudice to any of their rights of
termination in the event of non-performance of any other condition, obligation,
or covenant in whole or in part.
6.3 CONDITIONS FOR THE BENEFIT OF THE Vendors, DH, BR, HI, RST and Xxxx
The Closing is subject to the following conditions to be fulfilled or
performed at or prior to the Time of Closing, which conditions are for the
exclusive benefit of the Vendors, DH, BR, HI, RST and Xxxx and may be waived in
whole or in part by the Vendors, DH, BR, HI, RST and Xxxx in their sole
discretion:
(a) the representations and warranties of the Purchasers contained
in this Agreement shall, as a condition to proceeding with
Closing, be true and correct in all material respects as of
the Closing Date with the same force and effect as if such
representations and warranties had been made on and as of such
date (except as affected by the transactions contemplated or
permitted by this Agreement), and the Purchasers shall have
executed and delivered a certificate of a senior officer to
that effect. The receipt of such certificate and the Closing
shall not be a waiver of the representations and warranties of
the Purchasers which are contained in this Agreement. Upon the
delivery of such certificates, the representations and
warranties of the Purchasers shall be deemed to have been made
on and as of the Closing Date (except as affected by the
transactions contemplated or permitted by this Agreement) with
the same force and effect as if made on and as of such date;
(b) all authorizations, consents, orders and approvals (including
without limitation those of shareholders, regulatory agencies,
governmental agencies and other third
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parties) necessary for the performance by the Purchasers of
this Agreement and the completion of the transactions
hereunder shall have been obtained in form and substance
satisfactory to the Vendors, acting reasonably, and there
shall be in effect no preliminary or permanent injunction or
other court, or governmental or regulatory agency of competent
jurisdiction directing that the transactions contemplated by
this Agreement not be consummated;
(c) all agreements and other documents to be executed and
delivered at Closing shall have been executed and delivered by
the respective parties thereto;
(d) the Vendors and the Vendors' Solicitors, acting reasonably,
shall have approved all transfers, assignments, conveyances
and other documents which are necessary to effect the
transactions contemplated by this Agreement; and
(e) at Closing the Purchasers shall have delivered to the Vendors,
DH, BR, HI and RST and Xxxx an opinion of the Purchasers'
Solicitors in the form attached as Schedule N.
6.4 NON-PERFORMANCE BY THE PURCHASERS
If any condition, obligation or covenant of the Purchasers to be
performed at or prior to the Time of Closing shall not have been fulfilled or
performed by such time, the Vendors, DH, BR, HI, RST and Xxxx may terminate this
Agreement by notice in writing to the Purchasers, and in such event the Vendors,
DH, BR, HI, RST and Xxxx shall be released from all of their obligations
hereunder. The Purchasers shall only be released from their obligations
hereunder if the condition or conditions for the non-performance of which the
Vendors, DH, BR, HI, RST and Xxxx have terminated this Agreement are not
reasonably capable of being performed or caused to be performed by the
Purchasers by the Closing Date. Notwithstanding the foregoing, the Vendors, DH,
BR, HI, RST and Xxxx shall be entitled to waive compliance with any of such
conditions, obligations or covenants in whole or in part if they see fit to do
so without prejudice to any of its rights of termination in the event of
non-performance of any other condition, obligation, or covenant in whole or in
part.
6.5 ACTIONS TO SATISFY CLOSING CONDITIONS
Each of the parties hereto agrees to use commercially reasonable
efforts to take, or cause to be taken all actions and to do or cause to be done,
all things necessary, proper or advisable to consummate and make effective the
transactions contemplated by this Agreement.
ARTICLE VII
CLOSING
7.1 CLOSING - THE VENDORS, DH, BR, HI, RST AND XXXX
At the Closing, the Vendors, DH, BR, HI, RST and Xxxx shall take all
reasonably necessary steps and proceedings to cause the Purchased Assets to be
duly and validly transferred to the Purchasers and, in that regard, shall
deliver to the Purchasers:
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(a) all bills of sale, transfers, assignments and consents as may
be necessary to vest good and marketable title to the
Purchased Assets in the names of the Purchasers, free and
clear of all Encumbrances;
(b) possession or control of the Purchased Assets subject to no
third party interests, other than as described in the
Schedules and Exception Letter;
(c) Employment Agreements executed by DH and BR;
(d) a certificate of the Vendors, HI, RST and Xxxx certifying that
as at the Closing Time all representations and warranties of
the Vendors, HI, RST and Xxxx contained in this Agreement are
true and correct;
(e) the opinion of the Vendors' Solicitors;
(f) the Contract List and the Customers and Suppliers List;
(g) such further documents, certificates, resolutions and
assurances as may be reasonably required by the Purchasers'
Solicitors in order to complete the sale contemplated herein;
and
(h) a GST Form 44 for the Canadian Vendor completed and executed
by the Canadian Vendor.
7.2 CLOSING - THE PURCHASERS
At the Closing the Purchasers shall deliver or cause to be delivered to
the Vendors, DH, BR, HI, RST and Xxxx, as applicable:
(a) the payments, Rights and Veritas Common Stock contemplated in
Section 2.4 to be delivered by the Purchasers;
(b) Employment Agreements executed by the Canadian Purchaser;
(c) a certificate of the Purchasers certifying that as at the Time
of Closing all representations and warranties of the
Purchasers contained in this Agreement are true and correct;
(d) the opinion of the Purchasers' Solicitors;
(e) such further documents and assurances as may be reasonably
required by the Vendors' Solicitors in order to complete the
sale contemplated herein; and
(f) a GST Form 44 completed and executed by the Canadian
Purchaser.
The Closing shall take place at the Time of Closing on the Closing Date at the
offices of the Purchasers' Solicitors in Calgary, Alberta.
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ARTICLE VIII
INDEMNITY
8.1 INDEMNITY BY THE VENDORS, DH, BR, HI, RST AND XXXX
Subject to the terms of this Agreement (including without limitation,
the terms of Section 8.11), the Vendors, DH, BR, HI, RST and Xxxx shall, jointly
and severally, be liable for and shall indemnify and save harmless the
Purchasers together with all officers, directors, employees, Affiliates,
shareholders and agents of the Purchasers (the "Purchasers' Indemnified
Parties") of, from and against all liabilities, losses, costs, damages, legal
fees (on a solicitor and his own client full indemnity basis, court costs and
costs of investigating indemnifiable claims), disbursements, fines, penalties,
expenses, all manner of actions, causes of actions, claims, demands, suits and
proceedings (in case of discretionary costs, legal fees, disbursements and
expenses incurred by the Purchasers' Indemnified Parties, such amounts shall be
reasonable), all of whatever kind or nature, which all or any of the Purchasers'
Indemnified Parties, directly or indirectly, may sustain, pay or incur or which
may be brought or made against all or any of the Purchasers' Indemnified
Parties, (and whether or not incurred in connection with any actions, or other
proceedings, or claims or demands made by a third party against all or any of
the Purchasers' Indemnified Parties) arising directly or indirectly from:
(a) any breach by the Vendors, DH, BR, HI, RST or Xxxx of any of
their respective representations, warranties, covenants or
agreements made in this Agreement or in any other agreements
made in connection with this transaction; or
(b) any matters set forth in the following paragraphs of the
Exception Letter: 3, 4, 5, 6 (with respect to the costs of
off-the-shelf software which the Vendors are required to
replace and with respect to business interruption related
thereto), 7 (first sentence only as it relates to Sections
5(c) and (d) of the Exception Letter), 8 and 9.
8.2 INDEMNITY BY THE PURCHASERS
Subject to the terms of this Agreement, the Purchasers shall, jointly
and severally, be liable for and shall indemnify and save harmless the Vendors,
DH, BR, HI, RST and Xxxx together with all officers, directors, employees,
Affiliates, shareholders and agents of the Vendors, Xxxx, HI, RST, DH and BR
(the "Vendors' Indemnified Parties") of, from and against all liabilities,
losses, costs, damages, legal fees (on a solicitor and his own client full
indemnity basis, court costs and costs of investigating indemnifiable claims),
disbursements, fines, penalties, expenses, all manner of actions, causes of
actions, claims, demands, suits and proceedings (in case of discretionary costs,
legal fees, disbursements and expenses incurred by the Vendors' Indemnified
Parties, such amounts shall be reasonable), all of whatever kind or nature,
which all or any of the Vendors' Indemnified Parties, directly or indirectly,
may sustain, pay or incur or which may be brought or made against all or any of
the Vendors' Indemnified Parties, (and whether or not incurred in connection
with any actions, or other proceedings, or claims or demands made by a third
party against all or any of the Vendors' Indemnified Parties) arising directly
or indirectly from any breach by the Purchasers of any of their respective
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representations, warranties, covenants or agreements made in this Agreement or
in any other agreements made in connection with this transaction.
8.3 NOTIFICATION
If a party becomes aware of a claim ("Claim") in respect of which
indemnification is provided for hereunder, the party Claiming indemnity (the
"Indemnified Party") shall promptly give written notice of the Claim to the
party against whom indemnity is Claimed (the "Indemnifying Party"). Such notice
shall specify whether the Claim arises as a result of a Claim by a Person
against the Indemnified Party (a "Third Party Claim") or whether the Claim does
not so arise (a "Direct Claim") and shall also specify with reasonable
particularity (to the extent that the information is available):
(a) the factual basis for the Claim; and
(b) the amount of the Claim, if known.
8.4 DIRECT CLAIMS
In the case of a Direct Claim, the Indemnifying Party shall have 60
days from receipt of notice of the Claim within which to make such investigation
of the Claim as the Indemnifying Party considers necessary or desirable. For the
purpose of such investigation, the Indemnified Party shall make available to the
Indemnifying Party the information relied upon by the Indemnified Party to
substantiate the Claim, together with all such other information as the
Indemnifying Party may reasonably request. If both parties agree at or before
the expiration of such 60 day period (or any mutually agreed upon extension
thereof) to the validity and amount of such Claim, the Indemnifying Party shall
immediately pay to the Indemnified Party the full agreed upon amount of the
Claim, failing which the matter shall be determined by a court of competent
jurisdiction.
8.5 THIRD PARTY CLAIMS
In the case of a Third Party Claim, the Indemnifying Party shall have
the right, at its expense, to participate in or assume control of the
negotiation, settlement or defence of the Claim. If the Indemnifying Party
elects to assume such control, the Indemnifying Party shall reimburse the
Indemnified Party for all of the Indemnified Party's reasonable out-of-pocket
expenses incurred as a result of such participation or assumption. The
Indemnified Party shall have the right to participate in the negotiation,
settlement or defence of such Third Party Claim and to retain counsel to act on
its behalf, provided that the fees and disbursements of such counsel shall be
paid by the Indemnified Party unless the Indemnifying Party consents to the
retention of such counsel at its expense or unless the named parties to any
action or proceeding include both the Indemnifying Party and the Indemnified
Party and a representation of both the Indemnifying Party and the Indemnified
Party by the same counsel would be inappropriate due to the factual or potential
differing interests between them (such as the availability of different
defences). The Indemnified Party shall cooperate with the Indemnifying Party so
as to permit the Indemnifying Party to conduct such negotiation, settlement and
defence and for this purpose shall preserve all relevant documents in relation
to the Third Party Claim, allow the Indemnifying Party access on reasonable
notice to inspect and take copies of all such documents
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and require its personnel to provide such statements as the Indemnifying Party
may reasonably require and to attend and give evidence at any trial or hearing
in respect of the Third Party Claim. If, having elected to assume control of the
negotiation, settlement or defence of the Third Party Claim, the Indemnifying
Party thereafter fails to conduct such negotiation, settlement or defence with
reasonable diligence, then the Indemnified Party shall be entitled to assume
such control and the Indemnifying Party shall be bound by the results obtained
by the Indemnified Party with respect to such Third Party Claim. If any Third
Party Claim is of a nature such that:
(a) the Indemnified Party is required by applicable law or the
order of any court, tribunal or regulatory body having
jurisdiction, or
(b) it is necessary, in the reasonable view of the Indemnified
Party acting in good faith and in a manner consistent with
reasonable commercial practices, in respect of:
(i) a Third Party Claim by a customer relating to
products or services supplied by the Business; or
(ii) a Third Party Claim relating to any contract which is
necessary to the ongoing operations of the Business
or any material part thereof in order to avoid
material damage to the relationship between the
Indemnified Party and any of its major customers or
to preserve the rights of the Indemnified Party under
such an essential contract,
to make a payment to any Person (a "Third Party") with respect
to the Third Party Claim before the completion of settlement
negotiations or related legal proceedings, as the case may be,
then the Indemnified Party may make such payment and the
Indemnifying Party shall, promptly after demand by the
Indemnified Party, reimburse the Indemnified Party for such
payment. If the amount of any liability of the Indemnified
Party under the Third Party Claim in respect of which such a
payment was made, as finally determined, is less than the
amount which was paid by the Indemnifying Party to the
Indemnified Party, the Indemnified Party shall, promptly after
receipt of the difference from the Third Party, pay the amount
of such difference to the Indemnifying Party. If such a
payment, by resulting in settlement of the Third Party Claim,
precludes a final determination of the merits of the Third
Party Claim and the Indemnified Party and the Indemnifying
Party are unable to agree whether such payment was
unreasonable in the circumstances having regard to the amount
and merits of the Third Party Claim, then such dispute shall
be referred to and finally settled by binding arbitration from
which there shall be no appeal.
Any recovery by an Indemnified Party of a payment made by an
Indemnifying Party to a Third Party shall be reimbursed by the Indemnified Party
to the Indemnifying Party forthwith upon such recovery.
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8.6 SETTLEMENT OF THIRD PARTY CLAIMS
If the Indemnifying Party fails to assume control of the defence of any
Third Party Claim, the Indemnified Party shall have the exclusive right to
contest, settle or pay the amount claimed. Whether or not the Indemnifying Party
assumes control of the negotiation, settlement or defence of any Third Party
Claim, the Indemnifying Party shall not settle, agree to settle or make any
admission of liability in respect of any Third Party Claim without the written
consent of the Indemnified Party, which consent shall not be unreasonably
withheld or delayed; provided, however, that the liability of the Indemnifying
Party shall be limited to the proposed settlement amount if any such consent is
not obtained for any reason within a reasonable time after the request therefor.
8.7 INTEREST ON CLAIMS
The amount of any Claim submitted under this Article VIII as damages or
by way of indemnification shall bear interest from and including the date any
Indemnified Party is required to make payment in respect thereof at the prime
rate of interest charged by HSBC Bank Canada to its most creditworthy commercial
customers calculated from and including such date to but excluding the date
reimbursement of such Claim by the Indemnifying Party is made, and the amount of
such interest shall be deemed to be part of such Claim.
8.8 TAX ADJUSTMENTS
The amount of any Claim submitted under this Agreement as damages or by
way of indemnification shall be determined on an after-tax basis, it being
acknowledged that an after-tax basis in respect of an amount paid or payable to
a party (the "Initial Payment"), is a basis such that the Initial Payment is
supplemented by an additional amount (the "Supplemental Payment"), if necessary,
to such party so that the net amount received and retained by such party is
equal to the amount of the Initial Payment before reduction for all taxes, of
any nature whatsoever (including income taxes and GST), if any, imposed on such
party in respect of the Initial Payment and the Supplemental Payment, and after
taking into account the amount of any credits, deductions or other tax benefits
or savings actually realized by the party receiving the payments at the time of
the receipt of such payments; it being acknowledged and agreed by the party
being indemnified on an after-tax basis that, if the party actually realizes any
such credits, deductions or other tax benefits or savings after the receipt of
such payment, such party will pay the amount of the savings subsequently
realized promptly upon the receipt of such savings to the party who made the
indemnity payments hereunder in order that the net amount received and retained
remains equal to the amount of the Initial Payment.
8.9 SET-OFF
Subject to Sections 8.10 to 8.17, inclusive, each party shall be
entitled to set-off the amount of any finally determined Claim submitted
hereunder as damages or by way of indemnification against any other amounts
payable by the party to the other party whether under this Agreement or
otherwise, other than pursuant to any employment or bonus agreement.
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8.10 INDEMNIFIABLE CLAIM THRESHOLD
Notwithstanding anything herein to the contrary, no party shall be
liable for any indemnifiable Claim unless, and to the extent, either
individually or in the aggregate, all indemnifiable Claims, as the case may be,
exceed the sum of $100,000.
8.11 CERTAIN LIMITATIONS
Notwithstanding any other provision in this Agreement to the contrary:
(a) the liability of each of (i) DH and HI (collectively), (ii) BR
and RST (collectively), and (iii) Xxxx, respectively, for
Claims as contemplated in this Article VIII and Section 9.18
shall not exceed:
(i) in the case of DH and HI (collectively), an amount
equal to 37.5% of the amount of any individual Claim
and an amount equal to the Maximum Claims Amount in
respect of all Claims in the aggregate;
(ii) in the case of BR and RST (collectively), an amount
equal to 37.5% of the amount of any individual Claim
and an amount equal to the Maximum Claims Amount in
respect of all Claims in the aggregate; and
(iii) in the case of Xxxx, an amount equal to 25% of the
amount of any individual Claim and an amount equal to
the Maximum Claims Amount in respect of all Claims in
the aggregate.
8.12 MAXIMUM CLAIMS AMOUNT
As used herein, "Maximum Claims Amount" means:
(a) in the case of DH and HI (collectively), a cash amount equal
to 80% of HI's proportionate share of the cash portion of the
Purchase Price contemplated in Section 2.4(a), being
$2,775,000, less:
(i) HI's proportionate share of tax paid by the Vendors
in connection with the Vendors' receipt of the
Purchase Price contemplated in Sections 2.4(a) and
(b) (such aggregate being the "Vendors' Taxes"); and
(ii) tax paid in connection with the distribution of the
Vendors' Purchase Price contemplated in Sections
2.4(a) and (b) (net of Vendors' Taxes) to HI
plus an amount equal to the Number of Shares multiplied by the Share
Proceeds;
(b) in the case of BR and RST (collectively), a cash amount equal
to 80% of RST's proportionate share of the cash portion of the
Purchase Price contemplated in Section 2.4(a) being $2,775,000
less:
(i) RST's proportionate share of the Vendors' Taxes; and
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(ii) tax paid in connection with the distribution of the
Vendors' Purchase Price contemplated in Sections
2.4(a) and (b) (net of Vendors' Taxes) to RST
plus an amount equal to the Number of Shares multiplied by the Share
Proceeds; and
(c) in the case of Xxxx, a cash amount equal to 80% of Vada's
proportionate share of the cash portion of the Purchase Price
contemplated in Section 2.4(a) being $1,850,000 less:
(i) Vada's proportionate share of the Vendors' Taxes; and
(ii) tax paid in connection with the distribution of the
Vendors' Purchase Price contemplated in Sections
2.4(a) and (b) (net of Vendors' Taxes) to Xxxx
plus an amount equal to the Number of Shares multiplied by the Share
Proceeds.
8.13 NUMBER OF SHARES
As used herein, "Number of Shares" means:
(a) in the case of DH and HI, 30% of the aggregate number of
Shares issued at the Time of Closing as contemplated in
Section 2.4(b);
(b) in the case of BR and RST, 30% of the aggregate number of
Shares issued at the Time of Closing as contemplated in
Section 2.4(b); and
(c) in the case of Xxxx, 20% of the aggregate number of Shares
issued at the Time of Closing as contemplated in Section
2.4(b).
8.14 SHARE PROCEEDS
As used herein, "Share Proceeds" means:
(a) in the case of any Share which has been disposed of after the
Time of Closing and prior to the time of settling the relevant
Claim by DH and/or HI, by BR and/or RST or by Xxxx, the
after-tax proceeds (net of normal selling commissions)
received by the selling party in connection with such
disposition; and
(b) in the case of any Share which has not been so disposed of, an
amount equal to $7,250,000 divided by the aggregate number of
Shares issued at the Time of Closing as contemplated in
Section 2.4(b) less the amount that would be tax paid by the
selling party on a disposition of such Share (at the time of
the delivery contemplated by Section 8.15 (c)) for said
amount, (net of normal selling commission).
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8.15 PAYMENT OF CLAIMS
Notwithstanding any other provision in this Agreement to the contrary,
payments to be made by one or more of (i) DH and HI (collectively),
(ii) BR and RST (collectively), or (iii) Xxxx in respect of Claims
shall be made:
(a) firstly, in cash from the cash amounts referred to in Section
8.12;
(b) secondly, in cash from the Share Proceeds referred to in
Section 8.14(a); and
(c) thirdly, by the delivery of all or a portion of the Shares in
respect of the Shares contemplated by Section 8.14(b) for
deemed proceeds equal to the amount determined under Section
8.14(b).
8.16 PURCHASE PRICE ADJUSTMENT
In the event that the Purchase Price is adjusted as contemplated
herein, the cash amounts referred to in Section 8.12 shall be adjusted
correspondingly.
8.17 AFTER-TAX PROCEEDS
References in this Article VIII to "tax paid" and similar terms mean
the actual tax paid by the applicable party after taking into account
any refundable taxes which are received or which might reasonably be
expected to be received by any party upon the payment of dividends or
otherwise and further assumes that all available elections or
deductions will be claimed to reduce the amount of taxes payable such
as, for example, elections to have dividends treated as tax free
dividends paid out of a corporation's capital dividend account. If tax
is payable on any amount by such applicable party (or if a refund of
such tax is available) but has not yet been paid (or refunded), then
such references mean a reasonable estimated amount of the tax payable
(or refundable) and an adjustment will be made by the applicable
parties hereto to such estimated amount once the actual tax is paid (or
refunded) to reflect the actual tax paid (or refunded) thereon. The
parties acknowledge that no tax will be adjusted for twice or double
counted in calculating the amount of any "tax paid" or other similar
amounts, and that "after tax proceeds" means proceeds received less
"tax paid" as described above.
8.18 EMPLOYEE SHARES
The Canadian Vendor represents and warrants to the Canadian Purchaser
that, except for the Shares contemplated in the last 3 lines of Section 2.4(b),
all other Shares will be distributed to employees of the Canadian Vendor (other
than DH and BR) and to Xxxxxx Xxxxx.
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ARTICLE IX
NOTICES
9.1 NOTICES
The parties hereto agree each with the other that any notice or other
communication required or permitted to by given hereunder shall be in writing
and shall be given by personal service, e-mail or facsimile to the address set
forth below:
If to Veritas DGC and/or one or more of the Purchasers:
c/o
Veritas DGC Inc.
00000 Xxxx Xxxx
Xxxxxxx, Xxxxx
00000
Attention: Xxxxx Xxxxxxxx
Facsimile No.: (000) 000-0000
E-mail: xxxxx_xxxxxxxx@xxxxxxxxxx.xxx
with a copy to: Xxxxxxx Xxxxx LLP
0000, 000 - 0xx Xxxxxx X.X.
Xxxxxxx, Xxxxxxx
X0X 0X0
Attention: Xxxx Xxxxxxxxx
Facsimile No.: (000) 000-0000
E-mail: xxxxxxxxxx@xxxxxxxxxxxx.xx
If to one or more of the Vendors and/or DH, BR, HI or RST:
c/o Xxxxxxx-Xxxxxxx Software Services Ltd.
000, 000 - 0xx Xxxxxx X.X.
Xxxxxxx, Xxxxxxx
X0X 0X0
Attention: Xxxxxx Xxxxxxx and Xxxxx Xxxxxxx
Facsimile No.: (000) 000-0000
E-mail: xxx@xxxxxxxxxxxxxx.xxx and
xxxxx@xxxxxxxxxxxxxx.xxx
If to Xxxx: Xxxx Industries Ltd.
Xxxxx 0000, 000 - 0xx Xxxxxx X.X.
Xxxxxxx, Xxxxxxx
X0X 0X0
Attention: Xxxxx Xxxxx
Facsimile No.: (000) 000-0000
E-mail: xxxxxx@xxxxxxxxxxxxxx.xxx
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with a copy to: Fraser Xxxxxx Casgrain LLP
Suite 3000, 000 - 0xx Xxxxxx X.X.
Xxxxxxx, Xxxxxxx
X0X 0X0
Attention: Xxxxx X. X. Xxxxxxxx
Facsimile No.: (000) 000-0000
E-mail: xxxxx.xxxxxxxx@xxx-xxx.xxx
Any notice delivered personally or by facsimile or e-mail shall be deemed to be
received on the day of delivery if delivery is during the normal business hours
of the recipient and, if not, on the next Business Day. Any party may designate
a new address by giving written notice to the other.
9.2 KNOWLEDGE
In this Agreement, references to "the knowledge of" and similar
references means the actual knowledge (with reasonable inquiry) of any of the
directors and senior executive officers of a party, or if an individual, the
actual knowledge (with reasonable inquiry) of the individual. In this Section
9.2, references to "with reasonable inquiry" mean inquiry by reviewing the
books, records, documents, correspondence and agreements of or in the possession
of the Vendors and by making inquiry of the employees, consultants and
contractors of the Vendor and of the Vendor's Solicitors. No intellectual
property searches shall be required in connection with reasonable inquiry.
9.3 CURRENCY AND PAYMENT OF MONIES
The parties acknowledge and agree that all references to currency
herein are references to United States currency (other than in Schedules A and G
which are in Canadian currency) and any payment of monies required to be made
hereunder shall be made in United States funds and that any tender of monies or
documents hereunder may be made upon the solicitors acting for the party upon
whom the tender is desired and it shall be sufficient that a negotiable bank
draft, certified cheque, solicitor's trust cheque or confirmation of wire
transfer of funds is tendered instead of cash.
9.4 DATES EXTENDED
The parties acknowledge and agree that if any date for payment of
monies hereunder or fulfillment of any obligation hereunder shall fall on a day
other than a Business Day, the date for the payment of such monies or
fulfillment of such obligation hereunder shall be deemed postponed and extended
to the next following Business Day.
9.5 FURTHER ASSURANCES
The parties hereto each covenant and agree that if, at any time after
the execution of this Agreement, any of the parties shall reasonably consider
and be advised that any further actions, assignments or assurances are necessary
or desirable to carry out the intent and accomplish the purposes of this
Agreement, according to its terms, all the other parties will take such actions,
execute and make all such assignments and assurances and do all things necessary
or appropriate to carry out the intent and accomplish the purposes of this
Agreement or otherwise consummate
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the transactions contemplated by this Agreement according to its terms
including, without limitation, the Purchasers shall account to the Vendors and
make any payments required in a timely manner for any Excluded Assets received
by the Purchasers on or after the Effective Date. Further, the Vendors and the
Purchasers shall cooperate in the orderly transfer of the Purchased Assets,
including the Vendors advising and referring all their respective customers
relating to the Business to the Purchasers. Without limiting the generality of
this Section 9.5, the Purchasers covenant and agree with the Vendors, HI, RST,
DH, BR and Xxxx, and the Vendors, HI, RST, DH, BR and Xxxx covenant and agree
with the Purchasers during the period from the date hereof to the Time of
Closing, that the Purchasers and Vendors shall assist and co-operate in the
preparation and filing with all applicable securities commissions or similar
securities regulatory authorities of Canada and the United States of all
necessary applications to seek exemptions, if required, from the prospectus,
registration and other requirements of the applicable securities laws of Canada
and any province or territory thereof and the United States and any state
thereof for the issue by Veritas DGC of Veritas Common Stock in exchange for the
Purchased Assets and the resale of such Veritas Common Stock (other than by
control persons, affiliates, directors and officers and subject to requirements
of general application).
9.6 GOOD FAITH AND REASONABLENESS
Except as otherwise set forth herein:
(a) the parties hereto each covenant and agree that each shall at
all times act cooperatively, reasonably, diligently and in
good faith in carrying out their obligations under this
Agreement according to its spirit and intent; and
(b) where any party is permitted to exercise discretion, give its
consent or approval, or make a determination or decision, such
discretion, determination or decision shall be exercised, used
or made in good faith and in a commercially reasonable manner
(unless specified to be at a party's sole discretion) and any
required consent or approval shall not be unreasonably
withheld or delayed.
9.7 ANNOUNCEMENTS
Except as required by applicable law, no announcement with respect to
this Agreement or the transactions described herein will be made by any party
hereto without the prior approval of the other parties. The foregoing will not
apply to any announcement by any party required in order to comply with
applicable laws or requirements of regulatory authorities pertaining to timely
disclosure; provided that such party will give prior advice of such announcement
and the opportunity to participate in the content and wording of the
announcement.
9.8 UNENFORCEABLE TERMS
If any term, covenant or condition of this Agreement or the application
thereof to any party or circumstance shall be invalid or unenforceable to any
extent the remainder of this Agreement or application of such term, covenant or
condition to a party or circumstance other than those to which it is held
invalid or unenforceable shall not be affected thereby and each remaining term,
covenant or condition of this Agreement shall be valid and shall be enforceable
to the fullest extent permitted by law.
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9.9 AMENDMENTS
This Agreement may be altered or amended in any of its provisions when
any such changes are reduced to writing and signed by the parties hereto but not
otherwise.
9.10 DEFAULT
Save as expressly or otherwise provided in this Agreement, in the event
of default by any party under this Agreement the aggrieved party shall, at its
option, be entitled to either specific performance of all covenants or
conditions provided in this Agreement or such other remedies as may be available
to it.
9.11 ASSIGNMENT
None of the parties to this Agreement may assign in whole or in part
its rights or obligations under this Agreement.
9.12 HEADINGS
The headings in this Agreement have been inserted for reference and as
a matter of convenience only and in no way define, limit or enlarge the scope or
meaning of this Agreement or any provision hereof.
9.13 SINGULAR, PLURAL AND GENDER
Wherever the singular, plural, masculine, feminine or neuter is used
throughout this Agreement the same shall be construed as meaning the singular,
plural, masculine, feminine, neuter, body politic or body corporate where the
fact or context so requires.
9.14 ENTIRE AGREEMENT
This Agreement and the agreements and documents contemplated by this
Agreement constitute the entire agreement between the parties hereto relating to
the subject matter hereof and supersedes all prior and contemporaneous
agreements, understandings, negotiations and discussions, whether oral or
written, of the parties, unless specifically excluded herein or therein and
there are no conditions, covenants, general or specific warranties,
representations or other agreements or provisions, express or implied,
collateral, statutory or otherwise by or among the parties in connection with
the entering into of this Agreement or the subject matter hereof except as
specifically set forth herein.
9.15 NO WAIVER
No consent or waiver, express or implied, by any party to or of any
breach or default by any other party in the performance by such other party of
its obligations hereunder shall be deemed or construed to be a consent or waiver
to or of any other breach or default in the performance of obligations hereunder
by such other party hereunder. Failure on the part of any party to complain of
any act or failure to act of any other party or to declare any other party in
-64-
default, irrespective of how long such failure continues shall not constitute a
waiver by such first party of its rights hereunder.
9.16 GOVERNING LAW AND SUBMISSION TO JURISDICTION
This Agreement shall be governed by and construed in accordance with
the laws of the Province of Alberta and the federal laws of Canada applicable
therein and the parties hereto hereby submit to the non-exclusive jurisdiction
of the Courts in the Province of Alberta.
9.17 SURVIVAL
Subject to Sections 4.1, 4.2 and 4.3 hereof as to survival of
representations and warranties, the provisions of this Agreement shall survive
the Closing including, without limitation, delivery and acceptance of the
documents and the taking of possession of the Purchased Assets by the
Purchasers, and further, shall not be merged therein or therewith.
9.18 GUARANTEE
Subject to the terms of this Agreement (including, without limitation,
the terms of Section 8.11),
(a) HI, RST and Xxxx hereby jointly, severally and unconditionally
guarantee the obligations and liabilities of the Vendors under
this Agreement and under all other agreements entered into by
the Vendors and the Purchasers in connection herewith at
Closing and shall not be released, discharged, limited or
otherwise affected by the Vendors becoming insolvent or
bankrupt or subject to any proceedings under the provisions of
the Bankruptcy and Insolvency Act (Canada), the Companies'
Creditors Arrangement Act (Canada), the arrangement provisions
of applicable corporate legislation or any legislation in
replacement of the foregoing or the Purchasers voting in
favour of any proposal, arrangement or compromise in
connection with any of the foregoing;
(b) DH hereby unconditionally guarantees the obligations and
liabilities of HI under this Agreement and under all other
agreements entered into by HI and the Purchasers in connection
herewith at Closing and shall not be released, discharged,
limited or otherwise affected by HI becoming insolvent or
bankrupt or subject to any proceedings under the provisions of
the Bankruptcy and Insolvency Act (Canada), the Companies'
Creditors Arrangement Act (Canada), the arrangement provisions
of applicable corporate legislation or any legislation in
replacement of the foregoing or the Purchasers voting in
favour of any proposal, arrangement or compromise in
connection with any of the foregoing; and
(c) BR hereby unconditionally guarantees the obligations and
liabilities of RST under this Agreement and under all other
agreements entered into by RST and the Purchasers in
connection herewith at Closing and shall not be released,
discharged, limited or otherwise affected by RST becoming
insolvent or bankrupt or subject to any proceedings under the
provisions of the Bankruptcy and Insolvency Act (Canada), the
Companies' Creditors Arrangement Act (Canada),
-65-
the arrangement provisions of applicable corporate legislation
or any legislation in replacement of the foregoing or the
Purchasers voting in favour of any proposal, arrangement or
compromise in connection with any of the foregoing.
Without limiting the foregoing, the Purchasers agree that a guarantor
under Section 9.18 will only be required to make payment and performance of the
obligations and liabilities guaranteed hereunder, if the Indemnifying Parties
against whom the Purchasers have made a valid Claim have failed in the payment
and performance of the obligations and liabilities guaranteed under Section
9.18(a) (collectively, the "Corporate Vendor Obligations") and a period of 30
days has lapsed after receipt of written notice given by the Purchasers to the
Indemnifying Party that the Corporate Vendor Obligations have become due and
payable.
9.19 TIME OF ESSENCE
Time shall be of the essence of this Agreement.
9.20 COUNTERPART AND FACSIMILE EXECUTION OF DOCUMENTS
This Agreement and all other documents and agreements contemplated
hereby may be executed and delivered in counterpart, including execution and
delivery by facsimile, each of which when so executed and delivered shall be
deemed to be an original, and such counterparts shall constitute one and the
same agreement and shall be deemed to be and constitute a properly executed and
delivered document and further, notwithstanding the date of execution of such
counterparts shall be deemed to bear the date as of the date of the document so
executed.
9.21 STATUTORY AND LEGAL REFERENCES
(a) Any reference to a statute shall include and shall be deemed
to be a reference to such statute and to the regulations made
pursuant thereto and promulgated thereunder and any final
judicial decisions interpreting the same, with all amendments
made thereto and in force from time to time, and to any
statute or regulation that may be passed which has the effect
of supplementing or superseding the statute so referred to or
the regulations made pursuant thereto.
(b) Any reference to a Canadian legal term for any action, remedy,
method of judicial proceeding, legal document, legal status,
court, official or any legal concept or thing shall, in
respect of any jurisdiction other than Canada, be deemed to
include, to the extent applicable, what most nearly
approximates in that jurisdiction to the Canadian legal term
and any reference to any Canadian statute shall be construed
so as to include equivalent or analogous laws of any other
jurisdiction.
-66-
9.22 ENUREMENT
This Agreement shall enure to the benefit of and be binding upon the
parties hereto and their respective successors.
IN WITNESS WHEREOF the parties have executed this Agreement all on the
day and year first above written.
VERITAS DGC INC.
Per:
--------------------------------
Per:
--------------------------------
VERITAS GEOPHYSICAL CORPORATION
Per:
--------------------------------
Per:
--------------------------------
XXXXXXX-XXXXXXX LIMITED
PARTNERSHIP, BY ITS PARTNER
XXXXXXX-XXXXXXX GP INC.
Per:
--------------------------------
Per:
--------------------------------
VERITAS DGC LTD.
Per:
--------------------------------
Per:
--------------------------------
VERITAS DGC AUSTRALIA PTY LIMITED
Per:
--------------------------------
Per:
--------------------------------
-00-
XXXXXXX-XXXXXXX XXXXXXXX
SERVICES LTD.
Per:
--------------------------------
Per:
--------------------------------
XXXXXXX-XXXXXXX SOFTWARE
SERVICES (U.S.) INC.
Per:
--------------------------------
Per:
--------------------------------
XXXXXXX-XXXXXXX SOFTWARE
SERVICES INC.
Per:
--------------------------------
Per:
--------------------------------
XXXXXXX-XXXXXXX SOFTWARE
SERVICES PTY LTD.
Per:
--------------------------------
XXXXXXX INVESTMENTS LTD.
Per:
--------------------------------
XXXXXXX SEISMIC TRAINING LTD.
Per:
--------------------------------
-68-
XXXX INDUSTRIES LTD.
Per:
--------------------------------
Per:
--------------------------------
-------------------------------------- ------------------------------------
Witness XXXXXX XXXXXXX
-------------------------------------- ------------------------------------
Witness XXXXX XXXXXXX
-69-
"The Guarantees Acknowledgement Act"
CERTIFICATE OF NOTARY PUBLIC
I HEREBY CERTIFY THAT:
1. Xxxxxx Xxxxxxx, of the City of Calgary, in the Province of Alberta,
the guarantor in the guarantee contained in Section 9.18(b) of the Agreement to
which this Certificate is attached, appeared in person before me and
acknowledged that he had executed the Agreement; and
2. I satisfied myself by examination of him that he is aware of the
contents of the guarantee and understands it.
GIVEN at the City of Calgary, in the Province of Alberta, this
___ day of August, 2002, under my hand and seal of office.
-------------------------------------
Xxxxx X.X. Xxxxxxxx
A Notary Public in and for the
PROVINCE OF ALBERTA
STATEMENT OF GUARANTOR
I am the person named in this Certificate.
-------------------------------------
Xxxxxx Xxxxxxx
-70-
"The Guarantees Acknowledgement Act"
CERTIFICATE OF NOTARY PUBLIC
I HEREBY CERTIFY THAT:
1. Xxxxx Xxxxxxx, of the City of Calgary, in the Province of Alberta,
the guarantor in the guarantee contained in Section 9.18(c) of the Agreement to
which this Certificate is attached, appeared in person before me and
acknowledged that he had executed the Agreement; and
2. I satisfied myself by examination of him that he is aware of the
contents of the guarantee and understands it.
GIVEN at the City of Calgary, in the Province of Alberta, this
___ day of August, 2002, under my hand and seal of office.
-------------------------------------
Xxxxx X.X. Xxxxxxxx
A Notary Public in and for the
PROVINCE OF ALBERTA
STATEMENT OF GUARANTOR
I am the person named in this Certificate.
-------------------------------------
Xxxxx Xxxxxxx
SCHEDULE A
PURCHASED ASSETS
Assets & Depreciation - at June 30, 2002 in CAD
Start Date: 31-Jul-93
Current Date: 30-Jun-02
Elapsed months 108.00
Age in
Original Current Months Opening Current
Cost Depr. From start Value Value
-------- ------- ---------- ------- -------
OFFICE EQUIPMENT
Dictaphone Express Writer-Transcrb 838.00 0.00 22.00 838.00 0.00
HP Plotter (Xxxxx Xxx) 9241.80 0.00 26.00 9241.80 0.00
4 Dr Lateral Filing Cabinet - OffDpt 469.99 0.00 28.00 469.99 0.00
2 Ergo Standard Desk Chairs (Ducky's) 299.90 0.00 30.00 299.90 0.00
4 Sky Blue Kitchen Chairs (Ducky's) 319.80 0.00 31.00 319.80 0.00
3 Oak Monitor Tray Stands (Ducky's) 239.85 0.00 31.00 239.85 0.00
Mahagony Workstation Table (Ducky's) 1539.75 0.00 31.00 1519.75 0.00
Reception Desk 5785.00 0.00 33.00 5785.00 0.00
Nexus Exhibits (Booth Panels) 2420.00 0.00 37.00 2420.00 0.00
Display Design (Booth Panels) 2760.00 0.00 39.00 2760.00 0.00
Oak Framed Whiteboard (Corp.Exp) 207.90 3.10 41.00 207.90 0.00
Greenery Office Interior (Plants) 2178.55 32.68 43.00 2178.55 54.46
RGO Office Equipment (Ven.Blinds) 348.00 5.22 43.00 348.00 8.70
Staples (4Dr Lateral Filing Cabinet) 449.00 6.74 47.00 449.00 38.17
Ducky's (2 dr Lat.Oak Fil Cab) Ribrdy 399.95 6.00 51.00 399.95 57.99
Nexus Exhibits (Booth) 4270.00 64.05 57.00 4270.00 1003.45
Ducky's 2 Bookcases 1 Xxxxx 439.90 6.60 58.00 439.90 109.98
Ducky's 2 ERGO task chairs 1 Xxxxx 399.90 6.00 58.00 399.90 99.98
Ducky's 3 Boardroom Chairs 1 Xxxxx 599.85 9.00 59.00 599.85 158.96
Greenery Office Interior (Plants) 435.00 6.53 59.00 435.00 115.28
Delphi Solutions (2 phones) 712.00 10.68 59.00 712.00 188.68
Ducky's 0 X Xxxx Xxxx Xxx Xxxxx 0000.00 34.59 60.00 2305.90 645.65
Ducky's 2 ERGO Deluxe #29 Chairs 402.70 6.04 60.00 402.70 112.76
Ducky's 48" Oak Bookcase 185.15 2.78 60.00 185.15 51.84
Ducky's 3 Boardroom Chairs 752.85 11.29 60.00 752.85 210.80
X. Xxxxxxx RGO Chair 295.00 4.43 60.00 295.00 82.60
Ducky's X Xxxx Xxxxx Xxxx Xxx Xxxx 0000.00 19.32 60.00 1287.85 360.60
Avenue (Shipping Table) 917.97 13.77 61.00 917.97 270.80
Ducky's 30x60 Jr Exec Oak Desk Todor 599.95 9.00 61.00 599.95 176.99
Ducky's 2 drwr lateral oak file BR 449.95 6.75 61.00 449.95 132.74
Ducky's Oak Computer Table (AL) 399.95 6.00 64.00 399.95 135.98
Ducky's Oak Bookcase (LW) 259.95 3.90 65.00 259.95 92.28
2 Ducky's Oak Bookcases (CR,AF) 519.90 7.80 66.00 519.90 192.36
Ducky's Oak 30x60 Desk (AF) 599.95 9.00 66.00 599.95 221.98
Ducky's 2 ERGO task chairs 399.90 6.00 66.00 399.90 147.96
Xxxxxxx Dictation Transcriber 428.30 6.42 66.00 428.30 158.47
Ducky's L-Unit Desk (SM) 952.95 14.29 68.00 952.95 381.18
Polcom Soundstation (Delphi) 1261.00 18.92 69.00 1261.00 523.32
Ducky's 72" Oak bookcase 249.95 3.75 71.00 249.95 111.23
Ducky's 72" Oak bookcase 249.95 3.75 72.00 249.95 114.98
Apex Audio Visual Projector c/w/case 9100.00 136.50 74.00 9100.00 4459.00
Ducky's 2 Oak tables for servers 659.90 9.90 76.00 659.90 343.15
Ducky's L Unit Desk (AF) 1098.95 16.48 78.00 1098.95 604.42
Ducky's 1 Desk Chair 199.95 3.00 78.00 199.95 109.97
HRS - Houston Ikea Furniture (J Pero 1896.22 28.44 78.00 1896.22 1042.92
HRS - Houston Viking Chair (J Xxxxx) 316.09 4.74 79.00 316.09 178.59
Ducky's 8 Desk Chairs @ arms 2553.60 38.30 80.00 2553.60 1481.09
Delphi Solutions (Polycom Upgrade) 2078.00 31.17 80.00 2078.00 1205.24
Delphi Solutions Adjustment (400.00) 0.00 83.00 (400.00) 0.00
BR Motorola Startac 65 Phone 459.97 6.90 85.00 459.97 301.28
Xxxxx Xxxxxxx Executive Chair 250.00 3.75 85.00 250.00 163.75
T Fountain telephone headset 330.80 4.96 87.00 330.80 226.60
Apex NEC LT55 Projector 7195.00 107.93 92.00 7195.00 5468.20
X. Xxxxxx Speaker Phone 272.05 4.08 92.00 272.05 206.76
Furniture block Geoscope 9000.00 135.00 97.00 9000.00 7515.00
12DesertDusk Tables/24Blk Chrs(Duckys) 4545.00 68.18 99.00 4545.00 3931.43
GBC P200 Binding Machine 388.55 5.83 102.00 388.55 353.58
Greenery Office Interior (Plants) 1005.40 15.08 102.00 105.40 914.91
Staples DC Cabinet, Storage, Black 159.00 2.39 104.00 159.00 149.46
The Brick - Fridge 614.00 9.21 106.00 614.00 595.58
Xxxxx Xxxxxxx Motorolla V66 FIB 670.00 10.05 106.00 670.00 649.90
Ricoh Fax 3700L 950.00 14.25 106.00 950.00 921.50
Totals - Office Equipment 90215.74 959.32 90215.74 36782.48
COMPUTER EQUIPMENT
F. Ma (BR Advanced Port) 529.02 0.00 73.00 529.02 0.00
Veritas Fast Ethemet PCI Adaptor 1012.00 0.00 73.00 1012.00 0.00
HRS-US (TF Ultra 10 Workstation) 11367.63 0.00 73.00 11367.63 0.00
F. Ma (Toshiba Tecra8000DVD Laption 7593.00 0.00 74.00 7593.00 0.00
X. Xxxxxxx (Dell Dimension XPST600 4560.00 0.00 74.00 4560.00 0.00
X. Xxxxxxx (HP4200Bcnr/Hp710c Printe 527.00 0.00 74.00 527.00 0.00
Veritas Seagate 18GB Disk 1465.00 0.00 74.00 1465.00 0.00
F. Ma (Toshiba Notebook Pentium II 6590.00 0.00 76.00 6590.00 0.00
X. Xx (2 Maxtor 13.6 Mem Upgrades) 539.98 0.00 76.00 539.98 0.00
F. Ma (Boston 17" monitor DH) 815.00 0.00 77.00 815.00 0.00
X. Xxxxx (Network Card, Monitor, Cat5c 1169.99 0.00 77.00 1169.99 0.00
F. Ma (Maxtor 32MB G400 Video Crd 351.00 0.00 79.00 351.00 0.00
Veritas (36GB&18GB Ultrastar Disk Drives) 2600.00 0.00 79.00 2600.00 0.00
X. Xxxxxxx (ROM Industries) 1450.92 0.00 80.00 1450.92 0.00
F. Ma (Dell XPS T700 Pentium III) 2803.00 0.00 81.00 2803.00 0.00
F. Ma (Toshiba Notebook 8100 Boston 7182.00 0.00 82.00 7182.00 0.00
F. Ma (Palm X. Xxxxxxx) 499.00 0.00 82.00 499.00 0.00
F. Ma (Toshiba 8100 Pntm III Boston 6481.95 0.00 83.00 6481.95 0.00
Sun Microsystems Ultra 60 Workstn 16238.85 0.00 83.00 16238.85 0.00
F. Ma (Dell Inspiron 3800 AM) 3216.00 0.00 83.00 3216.00 0.00
Firestorm 128MB 10GB PC BRHm 1928.15 80.34 84.00 1928.15 0.00
Veritas 18GB Disk (JY) 990.00 41.25 84.00 990.00 0.00
Palm Organizer VX (Grand&Toy) for 629.99 26.27 85.00 626.99 25.77
F. Ma (HP CDRW Writer) 374.73 15.63 85.00 374.73 15.33
X. Xxxxxxx (ROM Mid Tower Cse/Comos 722.97 30.15 85.00 722.97 29.57
ROM INDUSTRIES (AMP TBIRD950 COMPT 2649.00 110.46 85.00 2649.00 108.34
X. Xxxxxxx (PC Direct Card) 299.00 12.47 87.00 299.00 37.17
F. Ma (HP XL756/DSL Rer/Bro30 LasrP 2669.97 111.34 87.00 2669.97 331.88
F. Ma (Toshiba PntmIII Bostn Sdowni 6251.95 260.71 87.00 6251.95 777.12
J Person (Monitor) 911.82 38.02 88.00 911.82 151.36
S Xxxxxx (Mouse/Notepack for Laptop 147.52 6.15 89.00 147.52 30.64
S Xxxxxx (Monitor) 521.62 21.75 89.00 521.62 108.34
X. Xx Computer System 2289.10 95.46 89.00 2289.10 475.45
Boston Computer DH Toshiba 5970.00 248.95 89.00 5970.00 1239.97
Grand&Toy Cardscan500 Scanner 399.99 16.68 89.00 399.99 83.08
KH Rom INDUSTRIES 19" MONITOR 888.10 37.03 89.00 888.10 184.46
ROM INDUSTRIES (AMP TBIRDCOMPT SJ) 4400.00 183.48 90.00 4400.00 1097.36
L Wu Computer Acc 288.99 12.05 90.00 288.99 72.07
X. Xxx (2 HP785OPIII Systems) 5049.93 210.58 90.00 5049.93 1259.45
Boston Computer BR Toshiba Tecra81 6236.00 260.04 90.00 6236.00 1555.26
Veritas Seagate 19GB Disk Dr 635.00 26.48 90.00 635.00 158.37
X Xxxxxxx (Laptop Carry Case) 308.93 12.88 90.00 308.93 77.05
Boston Computer (Battery Pack) 680.00 28.36 91.00 680.00 197.95
F Ma (3 HP7850 PIII (admn) 4799.97 200.16 91.00 4799.97 1397.27
F Ma (BusLink 40GB USB) 548.94 22.89 91.00 548.94 159.80
K. Hirache (Maxtor 60GB) 349.99 14.59 91.00 349.99 101.88
Veritas (Seagate 18GB) IT 875.00 36.49 92.00 875.00 291.20
Xxxxxx (Xxxxxx xxxxxxxx xxxxx XX) 493.00 20.56 92.00 493.00 164.07
X. Xxx (Dual Intel PIII, AMD Athlon 5385.71 224.58 93.00 5385.71 2016.95
Boston (Toshiba Tecra BatryPck JP) 249.00 10.38 94.00 249.00 103.63
Boston (Toshiba Tecra BatryPck FM) 249.00 10.38 94.00 249.00 103.63
Alberta Dist (Maxtor 40GB HDD) 229.00 9.55 94.00 229.00 95.31
ROM (AMD 1.2G Computer System JPH) 3250.00 135.53 94.00 3250.00 1352.65
X. Xxxxxx (Laptop Memory Expansion) 353.48 14.74 94.00 353.48 000.00
XXX Octane 2 18GB Workstn (GLI tes) 22915.35 955.57 95.00 22915.35 10492.94
Boston Toshiba CDRW DVD 795.00 33.15 95.00 795.00 364.03
Boston Maxto 80GB External HD 512.00 21.35 96.00 512.00 255.80
Sun Xxxx00 Xxxxx0000 18040.00 752.27 96.00 18040.00 9012.78
UBS PC 30GB disk (Xxxxxx) 348.72 14.54 96.00 348.72 174.22
J Xxxxx (UPS/ Hard Drive for PC) 817.85 34.10 97.00 817.85 442.70
Veritas Sun Ultra 60 DVD 570.00 23.77 97.00 570.00 308.54
Compucentre 3 Sceptre 19" Monitors 1125.00 46.91 97.00 1125.00 608.96
Intel PIII Computer systems (F Ma) 6557.00 273.43 98.00 6557.00 3822.73
DataRam 256MB Mem Exp Kit (Veritas) 640.00 26.69 99.00 640.00 399.81
Sun 21" Monitor (CR) (Veritas) 820.00 34.19 99.00 820.00 512.25
CD Writer Backpack (Xxxxxx) 324.40 13.53 99.00 324.40 202.65
X. Xxx Dell 2 Dimension 4300, PIV Sys 5136.00 214.17 100.00 5136.00 3422.63
Office Dept HP7917 CPU&Accessories 1221.93 50.95 100.00 1221.93 814.29
Staples 2 HP LJ1200 Printers 1299.72 54.20 100.00 1299.72 866.13
K.Hirache (Sony PIII 15GB System) 2928.99 122.14 100.00 2928.99 1951.88
Veritas Sun 20.4GB 0000Xxxx Xxxxx 548.00 22.85 101.00 548.00 388.04
Veritas 3 Com SuperStack3 24Port Sw 1130.00 47.12 101.00 1130.00 800.15
X.Xx Fujitsu 40.9GB HD 199.99 8.34 101.00 199.99 141.61
J Yang Athlon1.6 with CD writer Sy 1008.38 42.05 101.00 1008.38 714.03
X.Xxxx Alberta Xxxxx. Xxxxxx000XX 469.00 19.56 102.00 469.00 351.66
X. Xxx (AB Distr Linux IntelP41.7System) 1112.40 46.39 102.00 1112.40 834.08
X.Xxx Dell Dimension4400,P4 Systems 3141.00 130.98 102.00 3141.00 2355.12
X. Xxxx AB Distr. LG CDRW Writer 149.00 6.21 102.00 149.00 111.72
T.Ftn Sony Vaio Notebook System 4702.17 196.08 102.00 4702.17 3525.69
Veritas Seagate 181GB SCSI 2935.00 122.39 103.00 2935.00 2323.05
Xxxxxxx XXX0000 4540.00 189.32 103.00 4540.00 3593.41
Xxxxxx Xxxxx computer equipment 2396.54 99.94 103.00 2396.54 1896.86
Xxx Xxxxxxxx Dell computer 8453.00 352.49 104.00 8453.00 7043.04
Quantum 60GB HDD 7200RPM 199.00 8.30 104.00 199.00 165.81
X. Xxxx Veritas Seagate 181GB 7200RPM 5850.00 243.95 104.00 5850.00 4874.22
X. Xxxx Veritas 256MB of RAM 385.00 16.05 104.00 385.00 320.78
X. Xxxxxxxx Computer Hardware 1743.68 72.71 104.00 1743.68 1452.83
X. Xxxxxx Computer Equipment 514.48 21.45 104.00 514.48 428.66
X. Xxx Dimension 4400, Pentium 4 3190.00 133.02 105.00 3190.00 2790.93
X. Xxxxxxx Intel P4 computer 2904.00 121.10 105.00 2904.00 2540.71
X. Xxxx Samsung Laser Printer/Maxtor 80GB 549.00 22.89 105.00 549.00 480.32
X. Xxxx Samsung 17" TFT 19" 955DF 1429.97 59.63 105.00 1429.97 1251.08
X. Xxxx Ascot Intel Pentium 4 2385.99 99.50 105.00 2385.99 2087.50
X. Xxxxxxx Sony Valo Notebook 3335.97 139.11 105.00 3335.97 2918.64
X. Xxxx Intel P4 1286.57 53.65 105.00 1286.57 1125.62
X. Xxxxx Printer 502.94 20.97 105.00 502.94 440.02
Xxxxx Xxxxxxx XP 2000+ Computer 2999.00 125.06 106.00 2999.00 2748.88
Xxxxx Xxxxxxx Port Replicator 299.99 12.51 106.00 299.99 274.97
Xxx Xxxxxxxx Jbuilder 7 Enterprise 2219.18 92.54 107.00 2219.18 2126.64
Xxxxxxx Xxxx 512MB SDRAM PC133 330.00 13.76 107.00 330.00 316.24
X. Xxxxxx Matrix Desktop/Cable/Port/Switch 2295.90 95.74 107.00 2295.90 2200.16
Totals-Computer Equipment 266274.29 7893.00 266274.30 100224.34
SOFTWARE
--------
X.Xx(NuMega Dev Partner Vis C++) 540.01 0.00 76.00 540.01 0.00
X.Xx(Absoft Pro Fortran 6.2) 995.00 0.00 76.00 995.00 0.00
X.Xx (NuMega Dev Partner Vis C++ 6.2) 609.00 0.00 77.00 609.00 0.00
X. Xx (MKS Toolkit CG) 577.87 0.00 78.00 577.87 0.00
X. Xx (Compucenter Windows 2000 for KA) 445.00 0.00 80.00 445.00 0.00
X. Xxxxxxx (Mathworks) 5653.84 0.00 81.00 5653.84 0.00
F. Ma (MS2000/Word Suite Upgrade) 619.98 25.83 82.00 619.98 0.00
X. Xx (Dreamweaver Software) 889.04 37.07 83.00 889.04 0.00
X. Xxxxxxxx (MS Office Pro/Works 559.98 23.35 83.00 559.98 0.00
Compucenter MFS Maestro 409.99 17.08 84.00 409.99 0.00
Compucenter Coreldraw 9 279.99 11.68 85.00 279.99 11.45
Globetrotter FLEX LM NT Upgrade 5870.00 244.78 85.00 5870.00 240.08
X. Xxxxx (Paint Shop Pro6.02) 186.30 7.77 85.00 186.30 7.62
X. Xx (Installshield PR02000 Upgrade 771.00 32.15 86.00 771.00 63.68
Advanced Datasystems 2577.00 107.46 86.00 2577.00 212.86
X. Xxxxx (Dreamweaver) 491.30 20.49 87.00 491.30 61.07
X. Xxxxxxxx (Dreamweaver) 515.95 21.52 87.00 515.95 64.13
X. Xxxxx (VisualC++) 697.31 29.08 87.00 697.31 86.68
X. Xxxxx (Exceed) 493.13 20.56 88.00 493.13 81.86
S Xxxxxx (Xxxxxxx J Builder V) 758.79 31.64 89.00 758.79 157.60
Interactive Network JVIEW3D Pro 2914.48 121.53 89.00 2914.48 605.34
T Fountain (Dreamweaver Upgrade) 240.74 10.04 90.00 240.74 60.04
T Fountain (MS Windows 2000) 274.65 11.45 90.00 274.65 68.50
PacLink (MS Windows ME 2000) 500.00 20.85 91.00 500.00 145.55
X. Xx (Acrobat 4.0) 399.99 16.68 91.00 399.99 116.44
X. Xxxxxx (Roguewave Software) 1336.77 55.74 92.00 1336.77 444.88
Paclink (MS Windows 2000) 250.00 10.43 93.00 250.00 93.63
Compucenter (CorelDraw 10) 349.99 14.59 93.00 349.99 131.07
Mathworks Signal Processing/Neural 2495.03 104.04 93.00 2495.03 934.39
Neuralware (Professional/Plus) BR 3613.53 150.68 94.00 3613.53 1503.95
Compucentre (Office XP Pro) 849.99 35.44 95.00 849.99 389.21
Compucentre (Office XP Pro Upgrade 669.99 27.94 95.00 669.99 306.79
Exceed 3D (Xxxxxx) 604.18 25.19 96.00 604.18 301.85
Open Spirit Developer C++/Java 24721.60 1030.89 97.00 24721.60 13381.80
Exceed/Maestro (Fountain) 1031.33 43.01 98.00 1031.33 601.27
A Xxx Project 2000 (CompuCentre) 309.99 12.93 99.00 309.99 193.65
Purifier Software (Peran) 1284.05 53.55 99.00 1284.05 802.15
X.Xxx Dell MSWndws,OffXP,NortonA-V 996.00 41.53 100.00 996.00 663.73
X. Xxxxxxx Office XP Software 724.98 30.23 100.00 724.98 483.13
CompuCentre 3OffXP (admin/recptn/d 1409.97 58.80 100.00 1409.97 000.00
XXX C++/F77 Compilers 3742.48 156.06 100.00 3742.48 2493.99
KAI/Pro Fortan&C++Toolsets 2354.09 98.17 100.00 2354.09 1568.77
X.Xxxx Borland Jbuilder 1549.00 64.59 101.00 1549.00 1096.85
Compucenter Dreamweaver Upgrade 250.00 10.43 102.00 250.00 187.45
Compucenter Adobe Photoshop 6 1049.99 43.78 102.00 1049.99 787.28
X.Xxxxxx Jbuilder 6 Professional 658.54 27.46 102.00 658.54 493.77
Xxxxx Xxxxxxx Mathcad 2001i 366.10 15.27 103.00 366.10 289.77
Scientific Tool Understand 4268.27 177.99 103.00 4268.27 0000.00
XXX SC4-C-7.3 Single user 1224.00 51.04 104.00 1224.00 1019.84
F. MA MS Visual C#/C++ 294.95 12.30 104.00 294.95 245.75
X. Xxxxxxxx Jbuilder 6 Professiona 1549.00 64.59 105.00 1549.00 1355.22
hot-n-GUI 1563.20 65.19 105.00 1563.20 1367.64
X. Xxxxxxx Office/Windows XP 1099.90 45.87 106.00 1099.90 1008.17
Softchoice IBM Exceed Multiplatfor 2364.16 98.59 106.00 2364.16 2166.99
Macrovision Alladin HASP Dongle 703.44 29.33 106.00 703.44 644.77
X. Xxxxxxxx MS Visual/Windows XP 473.90 19.76 106.00 473.90 434.38
X. Xxxxxxx Office XP 749.98 31.27 106.00 749.98 687.43
F. Ma Windows/Enterprise/QtXII 5429.17 226.40 107.00 5429.17 5202.77
X. Xxxxxx MS office/MS Visual 1058.25 44.13 107.00 1058.25 1014.12
Totals - Software 99666.17 3788.22 99666.17 48597.29
TOTAL DEPRECIATION 456156.20 12640.54 456156.21 185604.10
LEASEHOLD IMPROVEMENTS
Lignum Interiors 8255.14 114.65 41.00 8255.14 688.22
Lignum Interiors 14321.00 270.21 59.00 14321.00 1350.92
Tillyard Management 13075.52 186.79 100.00 13075.52 11767.99
ACCI construction 560.00 8.00 104.00 560.00 528.00
ACCI construction 339.45 4.85 105.00 339.45 324.90
Tillyard Management~ signage 402.80 5.75 106.00 402.80 391.30
Totals - Leasehold Improvements 38953.91 584.50 36551.11 14660.03
Consulting Group Depreciation 500.44
PROMC Depreciation 429.36
PRO4D Depreciation 550.61
XXXXXXX-XXXXXXX PERTH IN AUD
Assets & Depreciation - as at June 30, 2002
Start Date: 1-Apr-02
Current Date: 30-Jun-02
Elapsed Months 3.00
AGE IN
ORIGINAL CURRENT MONTHS OPENING CURRENT
ITEM COST DEPRECIATION FROM START VALUE VALUE
---- ---------- ------------ ---------- ---------- ----------
OFFICE EQUIPMENT 22-100
Ericsson T68 Mobile Telephone 453.63 13.61 0.00 453.63 412.80
0.00 0.00 0.00
Totals - Office Equipment 453.63 13.61 0.00 453.63 412.80
FURNITURE & FIXTURES
0.00 0.00 0.00
0.00 0.00 0.00
0.00 0.00 0.00
Totals - Furniture & Fixtures 0.00 0.00 0.00 0.00
TOTALS Office Equip/Furniture 453.63 13.61 453.63 412.80
COMPUTER EQUIPMENT 22-200
0.00 0.00 0.00
0.00 0.00 0.00
0.00 0.00 0.00
0.00 0.00 0.00
Totals - Computer Equipment 0.00 0.00 0.00 0.00
SOFTWARE
0.00 1.00 0.00 0.00
Totals - Software 0.00 0.00 0.00 0.00
Total Depreciation 13.61
========
XXXXXXX-XXXXXXX SOFTWARE -- LONDON 30-06-02
ADDITIONS TO FIXED ASSETS -- ALL PERIODS IN GBP
Start Date 31-Oct-93
Current Date 30-Jun-02
Months Elapsed 105
Date Acquired Purchase Current Age in Months Current
Item Description (DD/MM/YY) Amount (GBP) Depreciation from Start Open Value Value
COMPUTER HARDWARE 33%
SOFTWARE/SALES
X.Xxxxxx (Toshiba DAAMOD) 1/11/1997 125.00 0 0 125.00 0.00
IntelPentiumII (Coffin) handel 02/06/98 1904.00 0.00 56 1904.00 0.00
Toshiba LapTob/Acc(Coffin) yon 15/01/99 4025.94 0.00 63 4025.94 0.00
Zip Drive/InetBndle(Cffn) 28/01/99 708.95 0.00 63 708.95 0.00
128MB MEM DIMM (Inmac) 27/04/99 124.99 0.00 66 124.99 0.00
15"Viewsnc Mntr(MicroWrh) 16/08/99 899.00 24.72 77 899.00 206.77
18"Monitor/Mse/Cbl(MicroWrh) 26/11/99 1988.97 54.70 78 1988.97 512.16
Xxxx Toshiba Battry Chrgr 04/05//00 205.00 5.64 79 205.00 58.43
Seagate 9.2GBSCS (Microwrhse) 25/07/00 302.95 8.33 81 302.95 103.00
NetGlobel Psion(Micrwrhse) 13/10/00 179.99 4.95 84 179.99 76.05
Iiyam 15" Monitor(Micrwrhse) 19/10/00 799.00 21.97 84 799.00 337.58
Graphics Card(HC)(Coffin) 08/02/01 327.44 9.00 88 327.44 174.36
DantumNetr PIII (DanTech)hc 10/04/01 2951.06 81.15 90 2951.06 1733.75
Creative3DBlaster(Micro) entered 11/01 10/4/2001 169.99 4.67 90 169.99 99.87
XxxXxxxx Xxxxx0000XxxxXXX/00"xxxx 30/05/01 13923.00 382.88 91 13923.00 8562.65
HP 4110 Printer (Micro) 24/07/01 1054.94 29.01 93 1054.94 706.81
HP paperfeeder (Micro) 24/07/01 269.00 7.40 93 269.00 180.23
128MB Memory (Micro) 26/07/01 189.00 5.20 93 189.00 126.63
Palm Accessories (Coffin) 8/1/2001 189.60 5.21 94 189.60 132.25
Palm Accessories (Coffin) 15/1/2002 144.45 3.97 99 144.45 120.62
SUBTOTAL 30482.27 648.82 30482.27 13131.14
GEOSCIENCE SERVICES
Ultra 2 (Dataman) chopin 01/04/98 4688.00 0.00 54 4688.00 0.00
Ultrastar9ESDrive(Datmn) 29/04/98 619.00 0.00 55 619.00 0.00
ExternalSCSI disk(Datam) 30/09/98 1295.00 0.00 59 1295.00 0.00
MS C++ Compiler (Coffin) 05/11/98 349.78 0.00 61 349.78 0.00
SCSI Hard Disk (Coffin) 18/03/99 539.00 0.00 65 539.00 0.00
SBUS Interface Crd (ATS) 27/04/99 250.00 0.00 66 250.00 0.00
Flexpk/CountryKit (ATS) DLT 08/04/99 2629.00 0.00 66 2629.00 0.00
Mitsubishi 21"Mntr (Inmc) 20/04/99 645.00 0.00 66 645.00 0.00
YamahaCD-RW SCSI Kit(Inmc) 28/05/99 266.89 0.00 67 266.89 0.00
32MBMem/SBUSCard (ATS Sol) elgar nic 07/06/99 790.00 0.00 68 790.00 0.00
4MB Simm (ATS Solutions) 16/06/99 190.00 0.00 68 190.00 0.00
Ultra 9.1GBWrkstn(ATS) puccini 19/08/99 15104.00 415.36 70 15104.00 566.40
X3514A (ATS) 09/11/99 220.00 6.05 73 220.00 26.40
18G Disk,CDRom,Cable(ATS) 29/03/00 1348.00 37.07 77 1348.00 310.04
Xxx Xxxxxx/WS PIII Systm quantz 05/05/00 1965.00 54.04 79 1965.00 560.03
Ultra160 SCSI/Plexwriter(Xxxx) 27/07/00 389.00 10.70 81 389.00 132.26
Xxx Xplora PIII System xxxxxx 05/09/00 2323.00 63.88 83 2323.00 917.59
Ultra160SCSI KIT(Micrwrhse) 23/10/00 224.99 6.19 84 224.99 95.06
CTX CDRM Dr/grphsCrd(Xxxx) xxxxxxx 06/10/00 206.19 5.67 84 206.19 87.12
Toshiba CD-RW Drive(Micro) 27/02/01 395.00 10.86 88 395.00 210.34
1to4 Video Splitter(Rotrncs) 01/02/01 156.20 4.30 88 156.20 83.18
Toshiba Tecra8200 LapTop(Micro) 05/03/01 2585.00 71.09 89 2585.00 1447.60
Evesham PR WinXP PC (RG) 05/01/02 2525.00 69.44 99 2525.00 2108.38
Acardia Ltd/ 40-80GB Tape DLT8000 16/05/02 2965.00 81.54 103 2965.00 2801.93
SUBTOTAL 42668.05 836.18 42668.05 9346.30
JOINT
Per Price Waterhouse 31/10/93 475.22 0.00 0 475.22 0.00
SPARCstation 28/01.94 5800.00 0.00 3 5800.00 0.00
Dell PC 08/04/94 1319.00 0.00 6 1319.00 0.00
HP LaserJet 4P 07/04/94 726.00 0.00 6 726.00 0.00
Dell RAM upgarde 13/06/94 175.00 0.00 8 175.00 0.00
Notebook PC 23/08/94 2332.00 0.00 10 2332.00 0.00
Insurance Claim / Notebook 31/08/94 (2332.00) 0.00 10 (2332.00) 0.00
Viglen RAM upgarde 30/11/94 1059.00 0.00 13 1059.00 0.00
Notebook PC 04/01/95 2781.50 0.00 15 2781.50 0.00
Insurance Claim 22/02/95 (3268.00) 0.00 16 (3268.00) 0.00
Keyboard and speakers 31/03/95 55.94 0.00 17 55.94 0.00
Solaris workstation, etc. 30/04/95 8386.00 0.00 18 8386.00 0.00
Modem, etc. 19/05.95 254.00 0.00 19 254.00 0.00
5.25" HH Exabyte subsystem 25/08/95 941.00 0.00 22 941.00 0.00
Genie PC (X.Xxxxxx exp.) 29/09/95 1935.00 0.00 23 1935.00 0.00
Graphics Card/Blue Chip 09/02/96 270.00 0.00 28 270.00 0.00
Genie PC & Access. (X.X.) 22/02/96 1951.00 0.00 28 1951.00 0.00
Solaris workstation 22/02/96 12316.00 0.00 28 12316.00 0.00
USRobotics 28.8 Modem 12/03/96 165.00 0.00 29 165.00 0.00
Exabyte 7GB hard drive 26/03/96 859.00 0.00 29 859.00 0.00
HP DeskJet Printer 03/04/96 1124.00 0.00 30 1124.00 0.00
PC/Printer Memory Upgr. 11/04/96 425.0 0.00 30 425.00 0.00
8MB memory upgr/X.Xxxxxx 01/05/96 164.00 0.00 31 164.00 0.00
Viglen486 laptop/X.Xxxxxx 12/06/96 1000.00 0.00 32 1000.00 0.00
9Gb HDD (Dataman) 24/06/96 1629.01 0.00 32 1629.01 0.00
Hawk 2Gb HDD (Dataman) 14/06/96 403.00 0.00 32 403.00 0.00
Canon BJ30 Printer (JC) 04/07/96 208.00 0.00 33 208.00 0.00
2 SOLA3-But.Mouse (Dtmn) 04/07/96 70.00 0.00 33 70.00 0.00
2 Taxan Graphic Cards 25/07/96 258.00 0.00 33 258.00 0.00
Danube Router (Demon) 22/07/96 2065.00 0.00 33 2065.00 0.00
Genie PC& Acc. (Viglen) 03/07/96 2099.00 0.00 33 2099.00 0.00
Additional Memory Spark 09/09/96 580.00 0.00 35 580.00 0.00
Ultral 128MB Cdrom Cmptr 18/09/96 12408.00 0.00 35 12408.00 0.00
8 SpCd-Rom Drive/Ealing 29/10/96 79.00 0.00 36 79.00 0.00
Vibra SoundBlstr&Spkrs/E 29/10.06 70.00 0.00 36 70.00 0.00
HP 5M Laser Printer/Mem 03/01/97 1657.75 0.00 39 1657.75 0.00
Etherlink Card 01/01/97 99.00 0.00 39 99.00 0.00
Creative Multimedia Kit 02/01/97 259.00 0.00 39 259.00 0.00
PentiumPRO2CCMHZ (Viglen) 27/02/97 3706.00 0.00 40 3706.00 0.00
Xxxxx 8MB 72 Pin (Techno) 17/02/97 1560.00 0.00 40 1560.00 0.00
LG Internal CD-Rom9Techn 17/02/97 65.00 0.00 40 65.00 0.00
J. CoffinW.Digital4GB HD 06/03/97 498.00 0.00 41 498.00 0.00
J.CoffinAriesGraphicsCrd 06/03/97 39.00 0.00 41 39.00 0.00
X.Xxxxxx HP Postcript Kit 03/04/97 357.00 0.00 42 357.00 0.00
X.Xxxxxx MS Intellimouse 03/04/97 52.00 0.00 42 52.00 0.00
X.Xxxxxx PCI EthernetCrd 14/04/97 255.00 0.00 42 255.00 0.00
CP Mega PC Transit Case 14/05/97 336.90 0.00 43 336.90 0.00
Dataman 8mm tape drive 27/05/97 119.00 0.00 43 1199.00 0.00
Dataman Exabyte Subsystm 19/05/97 1278.00 0.00 43 1278.00 0.00
Dataman Ultrasparc2 Sys 07/05/97 15365.00 0.00 43 15635.00 0.00
Viglen Ltd Cont ATX 2GB 23/6/97 1602.34 0.00 44 1602.34 0.00
Ethernet Crd/DrSol (Coffin) 27/06/97 318.00 0.00 44 318.00 0.00
32MBEDO SIMM/Cbl(coffin) 03/07/97 366.42 0.00 44 366.42 0.00
Toshiba LapTop(Coffin) 20/08/97 4230.90 0.00 46 4230.90 0.00
Grphc/Mouse/Term(Datamn) 22/08/97 1595.00 0.00 46 1595.00 0.00
Dataman Seagate 9Gb/Acc 18/11/97 1107.00 0.00 49 1107.00 0.00
Dataman Ultra Mem Kit 02/12/97 469.00 0.00 50 469.00 0.00
Dataman MicroD Terminator 16/12/97 30.00 0.00 50 30.00 0.00
HP Scanner Scanjet (Cffn) 01/12/97 459.00 0.00 50 459.00 0.00
HP 36"Colour Plttr(Cffn) 08/12/97 5164.30 0.00 50 5164.30 0.00
GSM/PCN Datacard (Cffn) 15/12/97 240.00 0.00 50 240.00 0.00
HP Laserjet 4000TN (Cffn) 13/02/98 1061.00 0.00 52 1061.00 0.00
HP 16MB Simm Prntr (Cffn) 06/03/98 156.00 0.00 53 156.00 0.00
Compt.Acc/Cbles (Coffin) 17/04/98 109.67 0.00 54 109.67 0.00
Ethernet NtwrkCrd(Cffn) 01/06/98 63.95 0.00 56 63.95 0.00
Network Cables (Coffin) 02/02/99 124.69 0.00 64 124.69 0.00
Network Cables (Coffin) 12/03/99 170.15 0.00 65 170.15 0.00
HP LJ Colour Prntr(Inmac) 06/04/99 2732.40 0.00 66 2732.40 0.00
HP 64MB MEM (Inmac) 21/04/99 385.00 0.00 66 385.00 0.00
Smart UPS1000VA&acc(Rotrn) 18/05/99 296.30 0.00 67 296.30 0.00
ISDN Card (MicroWarehse) 04/06/99 189.99 0.00 68 189.99 0.00
Cables/Labellr (MicroWrh) 29/06/99 192.80 0.00 68 192.80 0.00
ISDN Lan Modem(MicroWrh) 10/06/99 239.00 0.00 68 239.00 0.00
ISDN Router (Xxxxxxxx) 22/06/99 245.00 0.00 68 245.00 0.00
2 Mem SODIMMUpgr(MicroWrh) 19/08/99 363.98 10.01 70 363.98 13.65
Cable/Adptrs/Ethrlink(Microwrh) 03/11/99 159.70 4.39 73 159.70 19.16
Dam Xplora PIII System nono 31/03/00 4781.99 131.50 77 4781.99 1099.86
HP Scanner Scanjet(Microw) 23/05/00 149.99 4.12 79 149.99 42.75
Diamon Max40 HD (J Coffin) 20/06/00 125.00 3.44 80 125.00 39.06
3COM 10-/100LAN+MODEM(Micro) 30/06/00 129.95 3.57 80 129.95 40.61
3COM 10-/100LAN+MODEM(Micro) 11/07/00 129.95 3.57 81 129.95 44.18
Switch2xRJ45,Bat(Rotronics) 04/07/00 127.60 3.51 81 127.60 43.38
Intel PortServer (Micrwrhse) 23/08/00 149.95 4.12 82 149.95 55.11
3 Com Sprstck II (Microwrhse) 28/09/00 1009.00 27.75 83 1009.00 398.56
Compt.Acc (Rotronic) 26/09/00 325.00 8.94 83 325.00 128.38
CD-RW Drive/3 Mice (Coffin) 05/10/00 229.74 6.32 84 229.74 97.07
DLT 40/80GbExt TapeDR(Xxx) office backup 12/10/00 3233.00 88.91 84 3233.00 1365.94
3ComEthrnet/ExtMdm/Acc(Microwrhse) 10/10/00 151.45 4.16 84 151.45 63.99
Dantum PIII/19"Montr(Xxx) teleman/usper 17/1/01 2068.00 56.87 87 2068.00 1044.34
HPScanner/Acc (Microwrhse) 30/1/01 426.93 11.74 87 426.93 215.60
Mse/Ethrlnk/Plexwrtr(Micr) 01/02/01 243.97 6.71 88 243.97 129.91
APC Smart UPS1000 INET (Micro) 02/08/01 259.94 7.15 94 259.94 181.31
Sony VAIO Laptop/acces(Micro) 10/04/01 4865.89 133.81 96 4865.89 3661.58
Sony ISDNcards (Microwarehouse) 10/08/01 211.98 5.83 96 211.98 159.51
Sony Memory Upgrade (Micro) 10/29/01 309.93 8.52 96 309.93 233.22
SonyMemUpgrade/Stick(Micro) 11/27/01 877.57 24.13 97 877.57 684.50
Seagate CheetahHHD/Term(Micro) 11/21/01 817.94 22.49 97 817.94 637.99
MaxtorFW80GB ExtHDD/Acc(Micro) 14/12/01 353.92 9.73 98 353.92 285.79
MaxtorFW80GB ExtHDD (2)(Micro) 17/01/02 569.93 15.67 99 596.93 475.89
Seagate 7200rpm disk drive(ATS) 19/03/02 3750.00 103.13 101 3750.00 3337.50
Kit-EVOP P4 & monitor 16/04/02 2469.00 67.90 102 2469.00 2265.31
Kit-EVOP P4 & monitor 23/04/02 2469.00 67.90 102 2469.00 2265.31
Computer Access. (Micro) 30/05/02 175.98 4.84 103 175.98 166.30
Maxtor HDD160GB Ext (Micro) 17/05/02 559.98 15.40 103 559.98 529.18
Microwarehouse Sony DLT IV 05/06/02 322.88 8.88 104 322.88 314.00
Microwarehouse Yamaha CD-RW 19/06/02 109.94 3.02 104 109.94 106.92
SUBTOTAL 139256.31 878.05 139256.31 20145.86
TOTAL COMPUTER HARDWARE 212406.63 2363.04 212406.63 42623.30
COMPUTER SOFTWARE
SOFTWARE/SALES
SUBTOTAL 0.00 0.00 0.00 0.00
GEOSCIENCE SERVICES
SDI Tiff Lic (SystemDev) 29/05/98 383.00 0.00 55 383.00 0.00
SUBTOTAL 383.00 0.00 383.00 0.00
JOINT
Norton Desktop 06/07/94 110.00 0.00 9 110.00 0.00
Microsoft Access 14/07/94 136.00 0.00 9 136.00 0.00
Windows for Workgroups 22/07/94 70.64 0.00 9 70.64 0.00
3xChameleon NFS 07/07/95 1195.00 0.00 21 1195.00 0.00
Chameleon NFS upgrade 21/02/96 680.00 0.00 28 680.00 0.00
Microsoft Project 22/11/96 289.00 0.00 37 289.00 0.00
MS Office/Access 02/01/97 794.00 0.00 39 794.00 0.00
Windows NT/Virus Software 02/01/97 297.00 0.00 39 297.00 0.00
4 ChameleonNFS/X Upgrade 06/01/97 396.00 0.00 39 396.00 0.00
MS Visual C++ V4.0(Tech 17/02/97 319.00 0.00 40 319.00 0.00
MS Project V4.1(Technom) 17/02/97 85.00 0.00 40 85.00 0.00
MS Office97(Coffin) 06/03/97 206.00 0.00 41 206.00 0.00
MS ProOffice 97 (Viglen) 23/06/97 168.09 0.00 44 168.09 0.00
Adobe Pagemaker (Techn) 31/07/97 379.00 0.00 45 379.00 0.00
Chameleon UNIXLink(ICBA) 31/07/97 670.00 0.00 45 670.00 0.00
UnixLink97 (Lombard) 21/08/97 299.00 0.00 46 299.00 0.00
ArcServe (Xxxxx) 09/10/97 1349.00 0.00 48 1349.00 0.00
Corel/Quantum (X. Xxxxxx) 15/10/97 442.00 0.00 48 442.00 0.00
SDI Montage (System Dev) 16/01/98 6323.00 0.00 51 6323.00 0.00
RealPlayer V5.0 (Coffin) 11/03/98 38.67 0.00 53 38.67 0.00
CorelDraw/Paint(Techno) 26/05/98 180.50 0.00 55 180.50 0.00
Chameleon UNIXLink(ICBA) 12/01/99 295.00 0.00 63 295.00 0.00
MS Office2000 (Microwrhs) 16/08/99 514.99 14.16 70 514.99 19.31
MS WindowsPRO2000(Microw) 22/02/00 233.94 6.43 76 233.94 47.37
MS Project 98 (Microwrhs) 02/02/00 309.00 8.50 76 309.00 62.57
Adobe Photoshp(Microwrhs) 02/02/00 399.99 11.00 76 399.99 81.00
NFS Maestro Multi(Expir) 19/04/00 275.00 7.56 78 275.00 70.81
CorelDraw 0Xxx00 (Xxxxxxxxxx) 09/06/00 264.99 7.29 80 264.99 82.81
MS Windows SRV2000(Micro) 09/05/00 824.99 22.69 79 824.99 235.12
DreamWeaver3.0 (Microwrhse) 14/08/00 254.89 7.01 82 254.89 93.67
Adobe Photoshp6.0(Microwrhs) 12/10/00 439.99 12.10 84 439.99 185.90
MS Exch2000Servr(Microwrhse) 16/11/00 1030.90 28.35 85 1030.90 463.91
CorelDraw 10 (Microwrhse) 07/03/01 319.99 8.80 89 319.99 179.19
Adobe Acrobat5.0(Microwrhse) 24/05/01 189.99 5.22 91 189.99 116.84
Win2000 (X.Xxxxxx) 09/26/01 220.00 6.05 95 220.00 159.50
MS Office XP (Microwrhse) 09/20/01 448.94 12.35 95 448.94 325.48
MS Project 2000 (Microwrhse) 09/03/01 327.94 9.02 95 327.94 237.76
Adobe Pagemaker7.0 (Micro) 10/31/01 704.92 19.39 96 704.92 530.45
Adobe Photoshop 7.0/MS Windows XP/Acc (Micro) 05/01/02 803.88 22.11 103 803.88 739.67
SUBTOTAL 22286.24 208.02 22286.24 3651.37
TOTAL COMPUTER SOFTWARE 22669.24 208.02 22669.24 3651.37
OFFICE FURNITURE
SOFTWARE/SALES
Opera 27ZR.UP Chair JC 08/29/2001 620.01 12.92 94 620.01 477.92
SUBTOTAL 620.01 12.92 620.01 477.92
GEOSCIENCE SERVICES
SUBTOTAL 0.00 0.00 0.00 0.00
JOINT
Per Price Waterhouse 31/10/93 373.00 0.00 0 373.00 0.00
Partitioning 28/11/93 550.00 0.00 1 550.00 0.00
Table, filing cabinet 19/01/94 125.00 0.00 3 125.00 0.00
Chair 18/02/94 89.36 0.00 4 89.36 0.00
Desk w/return 06/04/94 252.16 0.00 6 252.16 0.00
Shelving, etc. 15/04/94 65.40 0.00 6 65.40 0.00
Partitions and shelving 23/02/95 (400.00) 0.00 16 (400.00) 0.00
4x4-drwr file cabinets 07/03/95 960.85 0.00 17 960.85 0.00
Desk, shelves, etc. 12/03/95 1278.54 0.00 17 1278.54 0.00
Chairs & desk rack 31/03/95 171.23 0.00 17 171.23 0.00
10-drwr cabinet 27/03/95 88.34 0.00 17 88.34 0.00
Shelving and desk fittings 13/04/95 192.34 0.00 18 192.34 0.00
Screens 04/05/95 295.00 0.00 19 295.00 0.00
Tambour cupboard 14/06/95 260.41 0.00 20 260.41 0.00
Shelf for cupboard 26/06/95 22.00 0.00 20 22.00 0.00
4-drwr file cabinet 07/09/95 145.00 0.00 22 145.00 0.00
Misc. furniture (Alb. House) 19/12/95 80.00 0.00 26 80.00 0.00
Boardroom Table/Chairs 19/12/95 250.00 0.00 26 250.00 0.00
Ikea Furniture (X.X.) 21/02/96 129.36 0.00 28 129.36 0.00
Desk & Shelving (X.X.) 24/03/95 101.73 0.00 29 101.73 0.00
Chair & Shelves (Xxxxx) 01/03/96 310.70 0.00 29 310.70 0.00
H/Back Chair (Xxxxx) 28/06/96 127.50 0.00 32 127.50 0.00
Pledge Chair H/Back (Xxxxx) 17/10/96 127.50 0.00 36 127.50 0.00
Ikea Furniture 13/12/96 1626.39 0.00 38 1626.39 0.00
Ikea Furniture 10/1/1997 345.53 0.00 39 345.53 0.00
Ikea Furniture 10/2/1997 290.64 0.00 40 290.64 0.00
Ikea Furniture Desk 5/3/1997 195.75 0.00 41 195.75 0.00
Ikea Furniture 27/03/97 45.95 0.00 41 45.95 0.00
Ikea Furniture 16/06/97 937.87 0.00 44 937.87 0.00
Advance Seating Design 26/09/97 425.00 0.00 47 425.00 0.00
Ikea Furniture 16/10/97 595.73 0.00 48 595.73 0.00
Ikea Furniture 13/10/97 10.21 0.00 48 10.21 0.00
Ikea Furniture 30/04/98 1599.15 0.00 54 1599.15 0.00
Pioneer Cpbrd/Shlfs 30/04/98 407.78 0.00 54 407.78 0.00
Ikea Furniture 30/10/98 105.53 2.20 60 105.53 6.60
Ikea Furniture 30/11/99 486.82 10.14 73 486.82 162.27
Pioneer Cpbrd/Slfs 17/08/00 449.25 9.36 82 449.25 233.98
Ikea (Xxxxx Seat/Chframe) 14/11/00 910.63 18.97 85 910.63 531.20
Ikea Furniture 1/2/2001 127.66 2.66 88 127.66 82.45
CP Cases Sun Case 31/08/01 900.70 18.76 94 900.70 694.29
Pioneer Hat/Coat Stand 9/8/2001 211.16 4.40 94 211.16 162.77
IKEA 03/05/02 89.37 1.86 103 89.37 85.65
SUBTOTAL 15356.54 68.36 15356.54 1959.21
Total Office Furniture 15976.55 81.27 15976.55 2437.13
Office & Conference Equipment
SOFTWARE/SALES
X.Xxxxxx (Booth Containrs) 9/10/1997 1305.00 0.00 48 1305.00 0.00
Pioneer (Fax Machine) 08/04/98 319.91 0.00 54 319.91 0.00
12" Desk Fan (Coffin) 23/05/98 26.99 0.00 0 26.99 0.00
Ericsson FrntPnl(Coffin) 02/06/98 25.52 0.00 0 25.52 0.00
Digital Camera(Coffin) 05/06/99 644.66 13.43 68 644.66 57.48
T2 Booth Case(CP Cases) 11/08/00 552.66 11.51 82 552.66 287.84
Nomadic Booth 07/10/00 4697.50 97.86 84 4697.50 2642.34
X.Xxxxxx(Sony DigCamera) 11/11/00 714.87 14.89 85 714.87 417.01
Nomadic Booth 29/11/00 4688.50 97.68 86 4688.50 2832.64
T2 Case (CP Cases) 27/03/01 620.69 12.93 89 620.69 413.79
Rolluxe Pedestal (Nomadic) 29/03/01 522.00 10.88 89 522.00 348.00
Xxxxx Palm Organiser (Coffin) 22/06/01 482.75 10.06 92 482.75 352.01
ARGO phones (homeoffice Coffin) 01/11/01 170.20 3.55 97 170.20 141.83
FGEMobile Accessory 3/12/2001 135.50 2.82 98 135.50 115.74
X. Xxxxxx (Home Office Blinds) 12/01/02 108.09 2.25 99 108.09 94.58
SUBTOTAL 15014.84 277.86 15014.84 7703.27
GEOSCIENCE SERVICES
X.Xxxxxx(fax machine) 24/09/97 344.67 0.00 47 344.67 0.00
X.Xxxxx (BOSC) 16/04/98 427.00 0.00 54 427.00 0.00
X.Xxxx (Fax Machine) 27/01/02 159.00 3.31 87 159.00 99.38
FGE Mobile Accessory 17/12/01 153.00 3.19 98 153.00 130.69
SUBTOTAL 1083.67 6.50 1083.67 230.06
JOINT
Ans. machine/Notice boards 23/12/93 65.50 0.00 2 65.50 0.00
Sale of ans. mach. 23/12/93 (30.00) 0.00 2 (30.00) 0.00
Magnetic wall board 11/04/94 100.00 0.00 6 100.00 0.00
Battery and charger 13/06/94 69.10 0.00 8 69.10 0.00
OKIfax 1000 25/11/94 1010.00 0.00 13 1010.00 0.00
Reconditioned copier 09/03/95 1500.00 0.00 17 1500.00 0.00
Answerphone, kettle, towels 05/05/95 147.01 0.00 19 147.01 0.00
Postage Machine 31/12/95 1015.00 0.00 26 1015.00 0.00
Mobile phone upgrade 14/02/96 154.21 0.00 28 154.21 0.00
4 Drwr Filing Cabinet 17/10/96 149.50 0.00 36 149.50 0.00
HRS Cnd Booth Poster/Pnls 30/04/97 2296.12 0.00 42 2296.12 0.00
Antistatic ChrMat(Pioner) 31/07/97 70.12 0.00 0 70.12 0.00
BT Xxx.Xxx.(Answr Mch) 24/09/97 114.02 0.00 47 114.02 0.00
BT Mobile (Mobile Phne) 7/10/1997 110.04 0.00 48 110.04 0.00
SGB Xxxxxxxx(Grp4AirCon) 18/11/97 707.00 0.00 49 707.00 0.00
X.Xxxxxx(CfeMkr/Micrwve) 14/04/98 177.48 0.00 54 177.48 0.00
Fastsigns(Booth Banners) 20/05/98 868.97 0.00 55 868.97 0.00
Air Conditioner (Htbuster) 24/06/98 680.00 0.00 56 680.00 0.00
2 Xxxxx Mag Stands(Pionr) 24/11/98 542.85 11.31 61 542.85 45.24
Bosch World 718 MobilePh 15/01/99 527.19 10.98 62 527.19 54.92
Fastsigns (Booth Banners) 05/06/99 914.67 19.06 68 914.67 209.61
Skytech (Conference Phone) 15/06/99 435.00 9.06 68 435.00 99.69
Nokia6150&Acc (BT Mobile) 09/09/99 170.92 3.56 71 170.92 49.85
Xxxxxx Dig5222Copier (RBS) 13/12/99 3115.00 64.90 74 3115.00 1103.23
5'Cables/PadLokII (RaqSys) 21/12/99 153.38 3.20 74 153.38 38.98
Toshiba TLP650 Proj (PictureIt) 7/1/00 3920.00 81.67 75 3920.00 1470.00
Infocus LP335 Projetr(Micrwrhse) 27/10/00 2799.00 58.31 84 2799.00 1481.14
BT Mobile (MotorolaP7289Cel) 18/10/00 111.55 2.32 84 111.55 62.75
Sign Studio (two 4MBanners) 31/10/00 1798.00 37.46 84 1798.00 1011.38
RBS (Xxxxxx 4360 Fax) 9/11/00 892.00 18.58 85 892.00 520.33
X.Xxxxxx/Airborne (trolleys) 12/02/01 500.39 10.42 88 500.39 323.17
Pioneer (2 Flip Charts) 21/2/01 370.18 7.71 88 370.18 239.07
Pitney (Sparkl Franking Machine) 30/4/01 1200.00 25.00 90 1200.00 825.00
Ikes (effektiv rail/tbl/leg) 29/03/02 117.45 2.45 101 117.45 107.66
EBM HP Color Laser Printer 26/06/02 349.00 7.27 104 349.00 341.73
Ikea (effektiv rail/tbl/leg) 30/06/02 102.13 2.13 104 102.13 100.00
Microwarehouse 20/06/02 1445.22 30.11 104 1445.22 1415.11
SUBTOTAL 28668.00 405.50 28668.00 9498.86
Total Office Equipment 44766.51 689.86 44766.51 17432.18
Leaseholds
SOFTWARE/SALES
SUBTOTAL 0.00 0.00 0.00 0.00
GEOSCIENCE SERVICES
SUBTOTAL 0.00 0.00 0.00 0.00
JOINT
Security grille and locks 19/04/95 247.34 0.00 18 247.34 0.00
X.X. Xxxxxxxx, Carp. 26/03/98 1940.00 0.00 53 1940.00 0.00
A.T. Curtains 31/03/98 300.00 0.00 53 300.00 0.00
Stateside Services 26/03/98 402.50 0.00 53 402.50 0.00
A.T. Curtains 20/04/98 673.75 0.00 54 673.75 0.00
Ideal Interiors (crpttile) 01/04/98 1716.00 0.00 54 1716.00 0.00
R & R Security 06/04/98 2196.79 0.00 54 2196.79 0.00
X. Xxxxx (Signage) 16/04/98 77.14 0.00 54 77.14 0.00
X.X. Xxxxxxxx (FireDoor) 27/10/00 500.00 13.75 84 500.00 211.25
X.X. Xxxxxxxx (Officervsn) 29/12/00 2000.00 55.00 86 2000.00 955.00
SUBTOTAL 10053.52 68.75 10053.52 1166.25
Total Leasehold Improvements 10053.52 68.75 10053.52 1166.25
GRAND TOTAL OFFICE 60743.06 771.14 60743.06 19869.31
GRAND TOTAL COMPUTER 235075.87 2571.06 235075.87 46274.67
GRAND TOTAL LEASEHOLD 10053.52 68.75 10053.52 1166.25
GRAND TOTAL 305872.45 3410.95 305872.45 67310.23
Recap:
Depreciation
Software/Sales 71430 46117.12 939.60 46117.12 21312.33
Geoscience Services 81430 44134.72 842.68 44134.72 9576.36
Joint 215620.61 1628.67 215620.61 36421.54
RECAP TOTAL DEP. 305872.45 3410.95 305872.45 67310.23
Monthly Allocation Software/Sales lence Services Totals
Depreciation 23100 1753.94 1657.01 3410.95
XXXXXXX XXXXXXX S.E. ASIA in USD
Assets & Depreciation - as at June 30, 2002
Start Date: 1-May-00
Current Date: 30-Jun-02
Elapsed months 26.00
Age in
Original Current Months Opening Current
Item Cost Depreciation From Start Value Value
---- ------------ ------------ ------------ ------------ ------------
OFFICE EQUIPMENT 22-100
Fax/Answering Machine (HRS) 273.33 8.20 0.00 273.33 60.13
Projector - Sudjarwo (HRS) 4800.00 144.00 10.00 4800.00 2496.00
Totals - Office Equipment 5073.33 152.20 5073.33 2556.13
FURNITURE & FIXTURES
(AdminAst Furniture (Wiguna) 254.29 7.63 10.00 254.29 132.23
0.00 0.00 0.00
0.00 0.00 0.00
Totals - Furniture & Fixtures 254.29 7.63 254.29 132.23
TOTALS Office Equip/Furniture 5327.62 159.83 5327.62 2688.36
COMPUTER EQUIPMENT 22-200
PCMCIA Modem 229.65 6.89 0.00 229.65 50.52
SUN Ultra5 Workstation 11409.59 342.29 5.00 11409.59 4221.55
CPU Pentium III/UPS APC 650VA 1061.07 31.83 6.00 1061.07 424.43
Canon BJC 6200 Color Printer 219.00 6.57 7.00 219.00 94.17
Xxx PentiumIII (Zisca) 833.17 25.00 9.00 833.17 408.25
Bercel Plotter 3615.00 108.45 9.00 3615.00 1771.35
HPGL/2 Formatter Card 353.00 10.59 10.00 353.00 183.56
PC Computer 1573.28 47.20 21.00 1573.28 1337.29
Totals - Computer Equipment 19293.76 578.81 19293.76 8491.12
SOFTWARE
Paint Shop PRO Win2000 134.00 4.02 7.00 134.00 57.62
Exceed Hummingbird 588.00 17.64 8.00 588.00 270.48
Justcroft CGM Software 795.00 23.85 8.00 795.00 365.70
Totals - Software 1517.00 45.51 1517.00 693.80
Total Depreciation 784.15
============
Assets & Depreciation - at June 30, 2002 for HRS Houston in USD
Start Date: 31-Oct-94
Current Date: 30-Jun-02
Elapsed months 93.00
AGE IN
DATE OF ORIGINAL CURRENT MONTHS OPENING CURRENT
PURCHASE ITEM COST DEPR. FROM START VALUE VALUE
-------- ---- -------- ------- ---------- ------- -------
OFFICE EQUIPMENT (3%)
SB Marketing
OVERHEAD/SLIDE PROJECTOR 432.99 0.00 11.00 432.99 0.00
CELLULAR PHONE 159.13 0.00 18.00 159.13 0.00
8' x 10' NEPTUNE BOOTH 2519.93 0.00 37.00 2519.93 0.00
CART 149.77 1.49 41.00 149.77 0.00
PCS CELLULAR PHONE 144.84 4.35 50.00 144.84 16.66
14-Sep-99 X. XXXXXXX OFFICEMAX PALM PILOT 487.11 14.61 59.00 487.11 121.78
17-Sep-99 X. XXXXXXX RADIOSHK CNVTN XXXX/ACC 179.63 5.39 59.00 179.63 44.91
12-Feb-00 X. XXXXXXX KX-TC189 PHONE 216.49 6.49 64.00 216.49 70.35
15-Jun-00 BEYOND CELLULAR CEL PHONE 366.19 10.99 68.00 366.19 140.98
15-Dec-00 NOMADIC DISPLAY BOOTH ADDITIONS 5780.00 173.40 74.00 5780.00 2745.50
17-Jan-01 VIKINF 70X70 WALL SCREEN 109.84 3.30 75.00 109.84 53.82
14-May-01 NOMADIC DISPLAY BOOTH ADDITIONS 19360.00 580.80 79.00 19360.00 11232.09
31-Jul-01 DATA PROJECTIONS PROX X350 1100L PROJECTOR* 4476.12 134.28 81.00 4476.12 3252.87
17-Aug-01 DATA PROJECTIONS PROX X350 LAMP 421.10 12.63 82.00 421.10 285.43
30-Aug-01 NOMADIC DISPLAY BOOTH 38742.11 1162.26 82.00 38742.11 25960.50
00 Xxx-00 XXXXX Xxxxxx XXX Xxxxxxx 0000 Phone 221.80 6.65 85.00 221.80 171.86
5-Dec-01 CHASE Logi Cordless Internet Cel 295.48 8.86 86.00 295.48 236.72
Subtotal 74062.53 2125.51 74062.53 44333.45
CR Consulting
FILING CABINET 627.84 0.0 33.00 627.84 0.00
CELLULAR PHONE 107.23 0.0 50.00 107.23 0.00
9-Jun-00 BYTEK PORTABLE A/C SPOT COOLER 1343.59 40.31 68.00 1343.59 335.90
12-Oct-00 CONF ROOM COMBO BOARD 238.14 7.14 72.00 238.14 88.11
31-Jan-01 CELLULAR PHONE 200.24 6.01 75.00 200.24 92.11
27-Jun-01 CARD SCANNER 213.00 6.39 80.00 213.00 129.93
29-May-02 NEXTEL CELL PHONE 183.99 5.52 91.00 183.99 172.95
Subtotal 2914.03 65.38 2914.03 819.00
Joint
PHONE SYSTEM 2857.50 0.00 20.00 2857.50 0.00
PHONE EQUIPMENT 284.57 0.00 21.00 284.57 0.00
COPIER 1622.67 0.00 28.00 1622.67 0.00
FAX (X. XXXXXXX) 292.27 0.00 40.00 292.27 0.00
CARD SCANNER 249.99 0.00 43.00 249.99 0.00
NEW PHONE SYSTEM 2041.51 0.00 47.00 2041.51 0.00
PHONE SYSTEM UPGRADE 1585.86 0.00 49.00 1585.86 0.00
PHONE SET 270.63 0.00 54.00 270.63 0.00
SOUND POINT CONFERENCE PHONE 333.40 0.00 55.00 333.40 0.00
42" FIVE DRAWER LATERAL FILE 649.49 0.00 56.00 649.49 0.00
PHONE SETS LUCENT 1304.57 0.00 57.00 1304.57 0.00
17-Sep-99 PINACOR PHONE UNIT 448.87 13.47 59.00 448.87 (8.98)
12-Jan-01 Lowe's HEATERS 107.99 3.24 76.00 107.99 52.92
Subtotal 12049.32 16.71 12049.32 43.94
Totals - Office Equipment 89025.88 2207.60 89025.88 45196.39
FURNITURE AND FIXTURES (1.5%)
SB Marketing
2 Super Tasks SB 228.35 0.00 0.00 228.36 0.00
Divider and Chair SB 207.17 0.00 0.00 207.17 0.00
2 Chairs SB 203.60 0.00 1.00 203.60 0.00
Bookcase SB 90.92 0.00 2.00 90.92 0.00
Portfolio SB 109.11 0.00 2.00 109.11 0.00
Chair 312.84 0.00 21.00 312.84 0.00
Desk and Chairs 1171.26 0.00 22.00 1171.26 0.00
Credenza and Lateral File 700.38 0.00 22.00 700.38 0.00
Catalog Case SB 56.83 0.00 23.00 56.83 0.00
4 Convention Chairs 173.20 0.00 25.00 173.20 0.00
Fan SB 11.69 0.18 40.00 11.69 2.40
Ikea Furniture SB 2539.51 38.09 49.00 2539.51 863.43
Xxxxx Xxxxxxx Desk Ext for Xxxxx 179.70 2.70 52.00 179.70 69.18
SB Ikea Convention Chairs 460.01 6.90 53.00 460.01 184.00
26-Dec-99 Ikea Furntiure SB 547.75 8.22 63.00 547.75 301.26
4-Apr-01 Viking Black Leather Executive Chair 108.24 1.62 78.00 108.24 83.89
14-Aug-01 Ikea Furniture SB 722.03 10.83 82.00 722.03 602.90
29-Feb-00 72" Bookcase SB Sept/01 184.00 2.76 64.00 184.00 103.96
27-Jan-02 Shelving (Dragon) 111.65 1.67 87.00 111.65 101.60
Subtotal 8118.25 72.97 8118.25 2312.62
SB Xxxxxxx
Xxxxxx & Xx Xxxx Xxxx 0000.00 46.50 52.00 3100.00 1193.50
Xxxxxx & Xx Xxxx Xxxx 0000.00 54.26 54.00 3617.64 1501.32
Office Max 2 Leather Chairs 155.66 2.33 55.00 155.66 66.93
8-Oct-99 Desk S Xxxxxxxxxxx) Calgary Sept/01 1095.49 16.43 60.00 1095.49 553.22
8-Oct-99 3 Book Shelves (S Xxxxxxxxxxx) Calgary Sept/01 487.09 7.31 60.00 487.09 245.98
00-Xxx-00 Xxxx Xxxx Xxxxx (X Xxxxxxxxxxx) Xxxxxxx Sept/01 431.86 6.48 61.00 431.86 224.57
00-Xxx-00 Xxxxxx Xxxxx (X Xxxxxxxxxxx) Xxxxxxx Sept/01 216.49 3.25 64.00 216.49 122.32
Subtotal 9104.23 136.56 9104.23 3907.84
SB Training Room
Refrigerator 216.49 0.00 22.00 216.49 0.00
SB Anthro Training Room Furn. 1937.75 29.07 54.00 1937.75 804.17
SB Anthro Training Room Furn. 2862.44 42.94 55.00 2862.44 1230.85
Task Chairs 18 1558.61 23.38 56.00 1558.61 693.58
9-Aug-99 Marker Board (Viking) 142.84 2.14 58.00 142.84 67.85
5-Aug-99 Cables, PowerBar, SurgeProtectr (SB) 176.67 2.65 58.00 176.67 83.92
Subtotal 6894.80 100.17 6894.80 2880.37
CR Consulting
File, Credenza and Chair CR 1385.57 0.00 1.00 1385.57 0.00
Desk 48.48 0.73 28.00 48.48 1.21
Filing Cabinet 161.29 2.42 28.00 161.29 4.03
Chair 170.81 2.56 32.00 170.81 14.52
Shelving Unit 201.26 3.02 33.00 201.26 20.13
Anthrocart Computer Table 660.01 9.90 48.00 660.01 214.50
Anthrocart Computer Table CR 606.10 9.09 49.00 606.10 206.07
Danish Inspiration Chairs CR 775.07 11.63 49.00 775.07 263.52
Anthrocart Computer Table 633.85 9.51 50.00 633.85 225.02
Modena Chair 248.96 3.73 51.00 248.96 92.12
Anthrocart Table 598.22 8.97 52.00 598.22 230.31
Office Mat 161.96 2.43 56.00 161.96 72.07
Anthro Computer Table CR 164.85 2.47 82.00 164.85 137.65
Subtotal 5816.43 66.46 5816.43 1481.16
CR Geotech
2-Mar-01 X.Xxxx (Ikea furniture re Xxxxxx) 656.00 9.84 77.00 656.00 498.56
Subtotal 656.00 9.84 656.00 498.56
Joint
Desk 1014.30 0.00 21.00 1014.30 0.00
2 Filing Cabinets 366.32 0.00 21.00 366.32 0.00
Bookcase 399.44 0.00 21.00 399.44 0.00
Chairs 606.16 0.00 21.00 606.16 0.00
Lateral Filing Cabinet 486.04 0.00 21.00 486.04 0.00
Cabinet Table 184.01 0.00 21.00 184.01 0.00
2 Chairs Joint 303.08 0.00 22.00 303.08 0.00
Chairs 606.16 0.00 22.00 606.16 0.00
Office Cart 65.30 0.00 22.00 65.30 0.00
Ikea Furniture SB 582.39 8.74 49.00 582.39 198.01
Debner & Co Reception 6328.81 94.93 52.00 6328.81 2436.59
Danish Inspiration SB 3/8/99 1921.17 28.82 53.00 1921.17 768.47
Danish Inspiration SB 3/9/99 540.17 8.10 53.00 540.17 216.07
Debner & Co Reception 257.13 3.86 54.00 257.13 106.71
Leather Chair Reception 172.15 2.58 55.00 172.15 74.02
Picture Frames 571.15 8.57 56.00 571.15 254.16
5-Aug-99 FRT16CNHW LH Refrigerator 471.48 7.07 58.00 471.48 223.95
Subtotal 14875.26 162.67 14875.26 4277.99
Totals - Furniture&Fixtures 50%C 45464.97 548.68 45464.97 15358.54
COMPUTER EQUIPMENT (3%)
SB Marketing
Software 324.68 0.00 18.00 324.68 0.00
Battery Pack 64.95 0.00 21.00 64.95 0.00
Computer Attachments 108.94 0.00 21.00 108.94 0.00
Monitor 844.31 0.00 21.00 844.31 0.00
Computer Case 997.66 0.00 22.00 997.66 0.00
Winbook Lap Top 4652.99 0.00 22.00 4652.99 0.00
Printer 353.28 0.00 26.00 353.28 0.00
Port Replicator 138.60 0.00 28.00 138.60 0.00
Memory Module Sparc10 476.10 0.00 28.00 476.10 0.00
CD Rom Drive Sparc10 424.12 0.00 28.00 424.12 0.00
Old Hub 952.60 0.00 43.00 952.60 0.00
Luck Computers (Upgrade) 391.87 0.00 47.00 391.87 0.00
Winbook Lap Top Battery 338.57 0.00 50.00 338.57 0.00
Pentium II/Monitor Cuba 2940.09 0.00 50.00 2940.09 0.00
Microcenter SB Viwsonic Monitor 1135.54 0.00 53.00 1135.54 0.00
7-Jan-00 C Xxxx (Dell PC500 Cozumel) Calgary 2092.48 62.77 63.00 2092.48 209.25
24-Feb-00 Dell PPR I/O Kit (X.Xxxxxxx) 204.60 6.14 64.00 204.60 26.80
19-Jan-01 UBM Computers AMD CPU/ACC 725.28 21.76 75.00 725.28 333.63
10-Jan-01 AMDV Olympus Digital Camera 1322.90 39.69 76.00 1322.90 648.22
23-Jan-01 Microwarehouse (X.Xxxxxxx)LSR PRntr Superscript 413.42 12.40 76.00 413.42 202.58
24-Jan-0l Dell (X.Xxxxxxx) Multimedia LCD Planar Monitor 1228.64 36.86 76.00 1228.64 602.03
5-Feb-01 Sony (X.Xxxxxxx) Series Notebook, Monitor, DVD* 4283.84 128.52 78.00 4283.84 2418.35
27-Feb-01 Dell(Chase Visa) 1132.30 33.97 77.00 1132.30 588.80
11-Apr-01 Sony Port Replicator(X.Xxxxxxx) 210.48 6.31 78.00 210.48 115.76
3-Oct-01 Dell Computer (X. Xxxxxxx) 2108.74 63.26 84.00 2108.74 1539.38
15-Dec-0l CHASE Canon BJC-S Bubblejet Printer (SB) 324.72 9.74 86.00 324.72 256.53
17-May-02 CHASE Sony Laptop (SB) 4549.37 136.48 91.00 4549.37 4276.41
Subtotal 32741.07 587.90 32741.07 11217.53
SB Training Xxxx
0 Xxxxx0 Xxxxxx (Concorde) 16080.00 482.40 57.00 16080.00 0.00
Subtotal 16080.00 482.40 16080.00 0.00
CR Consulting
Compaq 166 Presario 3297.21 0.00 21.00 3297.21 0.00
Solaris 2.5 System Adm. C 170.72 0.00 30.00 170.72 0.00
Plotter C HP750 6640.17 0.00 32.00 6640.17 0.00
Battery Back-up C 194.16 0.00 32.00 194.16 0.00
Modem C 185.73 0.00 32.00 185.73 0.00
Veritas SCSI Card/DLT Tape Drive C 35.10 0.00 43.00 35.10 0.00
Veritas Sun Xxxxx 00 X Xxxxxx 00000.00 0.00 43.00 11364.09 0.00
Palm Pilot 147.63 0.00 49.00 147.63 0.00
Vealtas Exabyte Eliant 820S SE Brave 1569.63 0.00 49.00 1569.63 0.00
Veritas 192MB mem for Xxxxx 00 Mounty 633.26 0.00 49.00 633.26 0.00
Veritas 18GB Segate Disk Drive Whiskey 1634.58 0.00 49.00 1634.58 0.00
Veritas U1300B128MB 1x300 Chief1 9502.09 0.00 49.00 9502.09 0.00
Veritas U-4 512 Mbytes Chief1 1829.43 0.00 49.00 1829.43 0.00
Veritas U-S4072 4Gb HDD/3.5% 1.44 FDD Chief1 775.07 0.00 49.00 775.07 0.00
Veritas UC21T 21" color monitor Chief1 1602.10 0.00 49.00 1602.10 0.00
Veritas U HTGX 4MB VRAM Chief1 1028.38 0.00 49.00 1028.38 0.00
Veritas 256 Mb mem Exp for Ultra I Scout 947.19 0.00 49.00 947.19 0.00
Veritas Sun Ultra 2 w/monitor Chief2 5813.03 0.00 51.00 5813.03 0.00
Veritas Ultra Wide Dif Card/intrface Raid 1475.17 0.00 52.00 1475.17 0.00
Veritas 5pk&single 17.8GB Disk Drives Raid 8104.13 0.00 52.00 8104.13 0.00
Veritas Rack Mount Chassis Raid 7145.88 0.00 52.00 7145.58 0.00
Veritas PowerSup/32mbCache/Cabie Raid 1368.13 0.00 52.00 1368.13 0.00
Veritas Xxxxx UPS DT1250 Raid-Brave 2304.26 0.00 54.00 2304.26 0.00
Veritas Creator 3D Graphic Card Chief2 1643.24 0.00 54.00 1643.24 0.00
Veritas Ultra 10 256/21" Monitor Brave 5410.33 0.00 54.00 5410.33 0.00
6-Aug-99 C Xxxx (6.4GB Laptop) Kosh 3734.63 0.00 58.00 3734.63 0.00
16-Oct-99 C Xxxx (HP LJ970 printer) - Apache 428.97 12.87 60.00 428.97 4.29
13-Dec-99 C.RossPalm V Organizer 308.48 9.25 62.00 308.48 21.59
00-Xxx-00 X.Xxxxxxx (5 17.2 GB disks) - RAID 6400.00 192.00 62.00 6400.00 448.00
00-Xxx-00 X.Xxxxxxx (0Xxx 00 xxxx xxxxxx) - Brave 1200.00 36.00 62.00 1200.00 84.00
12-Dec-99 X.Xxxxxxx(convrt Connector/cable/UPS) 282.00 8.46 62.00 282.00 19.74
13-Dec-99 Zzyzx (U60 512MB c/w 19" monitor - Warrior 20081.33 602.44 62.00 20081.33 1405.69
13-Dec-99 Zzyzx (graphics card) - Warrior 300.00 9.00 60.00 300.00 3.00
16-May-00 Bytek (Brave Server Mem Upgrade) 811.87 24.36 67.00 811.87 178.61
25-May-00 C Xxxx (UPS for Warrior) 539.60 16.19 67.00 539.60 118.71
23-Jun-00 C Xxxx (HD, UPS & Mouse for Apache) 556.40 16.69 68.00 556.40 139.10
13-Jul-00 Bytek Technology - Brave 73GB Mirror DiskDrive 3777.92 113.34 69.00 3777.92 1057.82
3-Aug-00 Bytek (Ultra Wide SCSI SN01788) OCT00 - Brave 657.85 19.74 72.00 657.55 243.40
27-Oct-00 X. Xxxx (PC Hard Disk) Trinidad Portable 20GB 216.16 6.48 72.00 216.16 79.98
0-Xxx-00 X. Xxxx (Xxxxxx) - Xxxxxx 341.47 10.24 78.00 341.47 187.81
26-Jun-01 X. Xxxx Tape Drive/HD/USB - Apache 610.00 18.30 80.00 610.00 372.10
0-Xxx-00 X. Xxxx Xxxx X0 00XX Computer Trinidad* 3506.20 105.19 82.00 3506.20 2747.14
0-Xxx-00 X. Xxxx Xxxx X0 00XX Computer Tobago* 1701.67 51.05 82.00 1701.67 1538.11
13-Oct-01 X. Xxxx CPU Upgrade/Motherboard 610.53 18.32 84.00 610.53 445.69
15-Mar-02 X. Xxxx Laptop 4211.40 126.34 89.00 4211.40 3706.03
00-Xxx-00 X. Xxxx XXX 0000 Xxxx/Xxx Server 9056.17 271.69 90.00 9056.17 8241.11
17-May-02 SMART UPS 750 XL USB 774.71 23.24 91.00 774.71 728.23
Subtotal 134927.77 1691.18 134927.77 21041.94
CR Geotech
Ultra 1 Computer Work Center C Scout 27506.33 0.00 29.00 27506.33 0.00
Veritas Ultra 1 Gxtra/25" Mntr/CountryKit Scout 1375.59 0.00 54.00 1375.59 0.00
Subtotal 28881.92 0.00 28881.92 0.00
Joint
X. Xxxxxxx (Re MT PC+Mem Upgrd) 2651.25 0.00 45.00 2651.25 0.00
X. Xxxxxxx (HP Scan Jet re MT PC) 324.72 0.00 45.00 324.72 0.00
CR Microcenter Prowide Printer 733.94 0.00 53.00 733.94 0.00
29-Oct-99 X. Xxxxxxxx (CD Writer) 245.35 7.36 60.00 245.350 2.45
28-Mar-02 X. Xxxxxxxx color laser printer 2183.33 65.50 89.00 2183.33 1921.33
Subtotal 6138.59 72.86 6138.59 1923.78
Totals - Computer Equipment 218769.35 2804.35 219769.35 34183.25
GRAND TOTALS 353260.20 5560.62 353260.20 94738.18
SOFTWARE STRAIGHTLINE 3 YEARS)
SB Marketing
Software-Comp USA 541.23 0.00 27.00 541.23 0.00
Adobe Pagemaker 698.19 0.00 30.00 698.19 0.00
11-Jan-01 Corel Draw 10 216.49 6.01 76.00 216.49 113.78
23-Jan-01 Microwarehouse (X. Xxxxxxx) ACTI 2000 179.95 5.00 76.00 179.95 94.57
Subtotal 1635.86 11.01 1635.86 208.35
CR Consulting
Plotting Software System Dev. C 3804.99 0.00 39.00 3804.99 0.00
15-Sep-99 Exceed (X. Xxxxxxxx 50%) 197.00 5.47 59.00 197.00 10.94
27-Aug-99 System Dev Montage Edit 3788.75 105.24 59.00 3788.75 210.49
14-Sep-99 System Dev Montage Edit/Tiff - CGM 1014.84 28.19 59.00 1014.84 56.38
23-Feb-01 Graphic Software (X. Xxxx) 814.00 22.61 75.00 814.00 427.80
5-Nov-01 Systems Dev Montage Edit/Tiff 828.11 23.00 85.00 828.11 642.28
Subtotal 10447.69 184.52 10447.69 1347.89
CR Geotech
Noesys Software (M Xxxxxxx) 510.00 14.17 64.00 510.00 84.44
7-Sep-01 Maestro Solo/Exceed (T Fountain for C Xxxx) 300.00 8.33 83.00 300.00 201.94
Subtotal 810.00 22.50 810.00 286.37
Joint
MS Office 306.70 0.00 28.00 306.70 0.00
Solaris Software 255.00 0.00 28.00 255.00 0.00
HCL Exceed 1047.98 0.00 30.00 1047.98 0.00
Quickbooks Accounting 163.35 0.00 50.00 163.35 0.00
Ms Office2000/Mcafee 2000 422.15 0.00 56.00 422.15 0.00
MS Project/WP off Voice 671.13 0.00 56.00 671.13 0.00
13-Aug-99 UBM MSWinn98 276.04 0.00 58.00 276.04 0.00
Subtotal 3142.35 0.00 3142.35 0.00
Totals - Software 16035.90 218.03 16035.90 1842.61
Recap:
Depreciation:
SB Marketing 71430 124026.08 2892.95 124026.08 61771.45
SR Consulting 81430 173196.15 1832.86 173196.15 23840.66
50/50 Joint 56037.97 834.81 56037.97 9126.08
--------- ------- --------- --------
RECAP GRAND TOTAL DEPR. 353260.20 5560.63 353260.20 94738.18
Amortization:
SB Marketing 71440 1635.86 11.01 1635.86 208.35
SR Consulting 81430 11257.69 207.02 11257.69 1634.26
50/50 Joint 3142.35 0.00 3142.35 0.00
--------- ------- --------- --------
RECAP GRAND TOTAL AMORTIZ. 16035.90 218.03 16035.90 1842.61
Monthly allocation: 71430/71440 81430/81440
Marketing Consulting Total
Depreciation 3373.13 2187.49 5560.63
Amortization 11.01 207.02 218.04
--------- ------- ---------
Totals 3384.15 2394.52 5778.67
Calgary 199.34
SCHEDULE B
EXCLUDED ASSETS
1. Accounts Receivable
2. Cash and cash equivalents
3. Marketable securities
4. GST and value added taxes recoverable
5. Prepaid income tax
6. Insurance contracts
SCHEDULE C
ADDITIONAL ASSUMED LIABILITIES
Part I Canadian Vendor/Canadian Purchaser
Nil
Part II US Vendor/US Purchaser
Nil
Part III UK Vendor/UK Purchaser
Nil
Part IV Australian Vendor/Australian Purchaser
Nil
SCHEDULE D
INTELLECTUAL PROPERTY
1. All rights to the names "Xxxxxxx-Xxxxxxx", "Xxxxxxx-Xxxxxxx Software",
"Xxxxxxx-Xxxxxxx Software Services" and any and all variations thereof
owned and/or used by the Vendors and/or their Affiliates.
2. Software License Agreement dated May 5, 1994 between Visix Software,
Inc. and Xxxxxxx-Xxxxxxx relating to Visix Galaxy Application
Environment Software.
3. System Development Montage Edit/Tiff Software (no contract).
4. Landmark Graphics Corporation Software License Agreement (Agreement
number LG122V150/849) dated May 26, 1995 and Software Maintenance and
Support Agreement dated June 2, 1995 between Landmark Graphics
Corporation and Xxxxxxx-Xxxxxxx Software Services Ltd. relating to
Landmark Graphics Openworks software.
5. Software Developer License Agreement and Virtual Private Network
addendum dated August 10, 2001 between OpenSpirit Corporation and
Xxxxxxx-Xxxxxxx Software Services Ltd. relating to OpenSpirit Software.
6. Globetrotter Software FLEXIm Software License Agreement and extension
agreement dated February 24, 1994 between Globetrotter Software, Inc.
and Xxxxxxx-Xxxxxxx relating to Globetrotter FLEXIm software.
7. GeoQuest Software Sale Agreement dated March 23, 1998 between GeoQuest,
a division of Schlumberger Technology Corporation and Xxxxxxx-Xxxxxxx
Software Services Ltd. relating to GeoFrame software.
8. Geoshare Developer's License Agreement No. GSH-0694-157-1 dated June
14, 1994 and Geoshare Software Support and Maintenance Agreement dated
June 14, 1994 between GeoQuest, a division of Schlumberger Canada
Limited and Xxxxxxx-Xxxxxxx Software Services Ltd. relating to Geoshare
Developer's Kit Software.
9. Agreement dated January 1, 1990 between Schlumberger Technology
Corporation and Xxxxxxx-Xxxxxxx Software Services, Limited relating to
INVEST software program.
10. Products License Agreement between Rational Software Corporation and
Xxxxxxx-Xxxxxxx Software Services relating to Rational "Purify"
Software.
11. End User License Agreement between ACCPAC International, Inc. and
Xxxxxxx-Xxxxxxx relating to ACCPAC for small business series software.
12. Electronic mail addresses in Canada, Australia and Asia used by the
Vendors with the following structure: [first name]@xxxxxxx-xxxxxxx.xxx.
-2-
13. Electronic mail addresses in England and Wales used by the Vendors with
the following structure: [first initial][last name]@xxx-xx.xxx.
14. Electronic mail addresses in the United States used by the Vendors with
the following structure: [first initial][last name]@xxx-xx.xxx.
15. The domain name and address: xxx.xxxxxxx-xxxxxxx.xxx.
-3-
COPYRIGHT REGISTRATIONS
A.
REGISTRATION NO.: 492325
DATE OF REGISTRATION: June 14, 2001
FIRST PUBLISHED: May 17, 2001, Calgary, Alberta
TITLE: Geoview (Version 2.00)
NATURE: Literary (Software Program)
OWNER: Xxxxxxx-Xxxxxxx Software Services Ltd.
AUTHOR: Xxxxxxx Ma
B.
REGISTRATION NO.: 492317
DATE OF REGISTRATION: June 14, 2001
FIRST PUBLISHED: May 17, 2001, Calgary, Alberta
TITLE: Pro3d (Version 2.00)
NATURE: Literary (Software Program)
OWNER: Xxxxxxx-Xxxxxxx Software Services Ltd.
AUTHOR: Xxxxxxx Ma
C.
REGISTRATION NO.: 492318
DATE OF REGISTRATION: June 14, 2001
FIRST PUBLISHED: May 17, 2001, Calgary, Alberta
TITLE: Strata (Version 4.10)
NATURE: Literary (Software Program)
OWNER: Xxxxxxx-Xxxxxxx Software Services Ltd.
AUTHOR: Xxxxxx Xxx
D.
REGISTRATION NO.: 492319
DATE OF REGISTRATION: June 14, 2001
FIRST PUBLISHED: May 17, 2001, Calgary, Alberta
TITLE: Ismap (Version 3.00)
NATURE: Literary (Software Program)
OWNER: Xxxxxxx-Xxxxxxx Software Services Ltd.
AUTHOR: Xxxxxx Xxx
-4-
E.
REGISTRATION NO.: 492320
DATE OF REGISTRATION: June 14, 2001
FIRST PUBLISHED: May 17, 2001, Calgary, Alberta
TITLE: Pro4d (Version 1.00)
NATURE: Literary (Software Program)
OWNER: Xxxxxxx-Xxxxxxx Software Services Ltd.
AUTHOR: Xxxxx Xxxxxxx
F.
REGISTRATION NO.: 492321
DATE OF REGISTRATION: June 14, 2001
FIRST PUBLISHED: May 17, 2001, Calgary, Alberta
TITLE: Gli3d (Version 5.00)
NATURE: Literary (Software Program)
OWNER: Xxxxxxx-Xxxxxxx Software Services Ltd.
AUTHOR: Xxxxx Xx
G.
REGISTRATION NO.: 492324
DATE OF REGISTRATION: June 14, 2001
FIRST PUBLISHED: May 17, 0000, Xxxxxxx, Xxxxxxx
TITLE: ELog (Version 2.00)
NATURE: Literary (Software Program)
OWNER: Xxxxxxx-Xxxxxxx Software Services Ltd.
AUTHOR: Xxxxx Xxxxxxx
H.
REGISTRATION NO.: 492323
DATE OF REGISTRATION: June 14, 2001
FIRST PUBLISHED: May 17, 2001, Calgary, Alberta
TITLE: Avo (Version 4.00)
NATURE: Literary (Software Program)
OWNER: Xxxxxxx-Xxxxxxx Software Services Ltd.
AUTHOR: Xxxxxxx Xxxx
-5-
I.
REGISTRATION NO.: 492322
DATE OF REGISTRATION: June 14, 2001
FIRST PUBLISHED: May 17, 0000, Xxxxxxx, Xxxxxxx
TITLE: Emerge (Version 2.20)
NATURE: Literary (Software Program)
OWNER: Xxxxxxx-Xxxxxxx Software Services Ltd.
AUTHOR: Xxx Xxxxxxx
SCHEDULE E
MATERIAL BUSINESS LICENCES
1. City of Calgary Business License #BL4422 issued to Xxxxxxx-Xxxxxxx
Software Services Ltd. (Canada).
SCHEDULE F
AGREEMENTS REQUIRING CONSENT FOR ASSIGNMENT
CANADIAN VENDOR - SOFTWARE AGREEMENTS
o Software Licence Agreement dated May 25, 1997 between 1)
Xxxxxxx-Xxxxxxx Software Ltd. and 2) Abu Dhabi National Oil Company
relating to STRATA software.
o Software Licence and Maintenance Agreement dated January 1, 1999
between 1) Xxxxxxx-Xxxxxxx Software Ltd. and 2) Enterprise Oil plc.
relating to AVO, STRATA, EMERGE and GLI3D software.
o Software Licence Agreement dated June 12, 2001 between 1) Esso
Production Malaysia Inc. (Licensee), 2) Dexcel SDN BHD (Distributor)
and 3) Xxxxxxx-Xxxxxxx Software Ltd. (Licensor) relating to EMERGE
software.
o Contract for Services dated April 1, 1997 between 1) Exxon Production
Research Company and 2) Xxxxxxx-Xxxxxxx Software Ltd. relating to AVO
Analysis Workshop course and AVO software.
o Consulting Agreement dated ____, 1999 between 1) Xxxxxxxx Challenge
Energy Taranaki Limited and 2) Xxxxxxx-Xxxxxxx Software Ltd. relating
to STRATA, EMERGE and AVO.
o Marketing and Service Provider Agreement dated April 1, 2002 between 1)
GAIA Gerencia e Processamento de Dados and 2) Xxxxxxx-Xxxxxxx Software
Ltd. relating to AVO, eLOG, EMERGE, GLI3D, PRO4D, ISMap and STRATA.
o Globetrotter Software FLEXIm Software Licence Agreement dated February
24, 1994 between 1) Globetrotter Software, Inc. and 2) Xxxxxxx-Xxxxxxx
Software Services Ltd. relating to Globetrotter FLEXIm software.
o Software Licence and Support Agreement dated December 1, 1990 between
1) Nederlandse Aardolie Maatschappij B.V. and 2) Xxxxxxx-Xxxxxxx
Software Ltd. relating to AVO.
o License and Maintenance Agreement dated October 24, 1994 between 1) Oxy
U.S.A. Inc., 2) Occidental International Exploration and Production
Company and 3) Xxxxxxx-Xxxxxxx Software Ltd. relating to STRATA and
AVO.
o Maintenance and Support Agreement dated June 1, 2000 between 1) Qatar
General Petroleum Corporation and 2) Xxxxxxx-Xxxxxxx Software Services
Ltd. relating to STRATA.
-2-
o Software License and Support Agreement dated February 22, 1991 between
1) Shell International Petroleum Maatschapp B.V and 2) Xxxxxxx-Xxxxxxx
Software Ltd. relating to GLI3D.
o Maintenance Agreement dated May 13, 1993 between Xxxxxxx-Xxxxxxx
Software Services Ltd. and Shell Oil Company relating to maintenance of
GLI3D.
o Agreement dated January 1, 1990 between Schlumberger Technology
Corporation and Xxxxxxx-Xxxxxxx Software Services Ltd. relating to
INVEST software program.
o Purchase Order Agreement dated September 22, 1998 between 1) Vastar
Resources Inc. and 2) Xxxxxxx-Xxxxxxx Software Ltd. relating to
qualification for revised Vastar vendor bid list.
CANADIAN VENDOR - EQUIPMENT CONTRACTS
o Custom Pricing Program Agreement dated June 25, 0000 xxxxxxx Xxxxxxx
Xxxxxxx Xxxxxx Ltd. and Xxxxxxx-Xxxxxxx Software Ltd. relating to
pricing for FedEx automated courier system.
o Internetworking Services Agreement dated August 28, 2001 between Telus
Communications Inc. and Xxxxxxx-Xxxxxxx Software Ltd. relating to the
provision of internetworking services.
CANADIAN VENDOR - REAL PROPERTY LEASE AGREEMENTS
o Lease Agreement dated August 14, 2001 between Tillyard Management Inc.
for HDL Investments Inc. and Xxxxxxx-Xxxxxxx Software Services Ltd.
(Canadian Vendor) relating to office space.
U.S. VENDOR - SOFTWARE AGREEMENTS
o NIL
U.S. VENDOR - EQUIPMENT CONTRACTS
o NIL
U.S. VENDOR - REAL PROPERTY LEASE AGREEMENTS
o Lease Agreement dated September 18, 1998 (amended May 3, 1999) between
SynerMark Westchase Ltd. and Xxxxxxx-Xxxxxxx Software Services (U.S.)
Inc. relating to office space.
U.K. VENDOR - SOFTWARE AGREEMENTS
o NIL
-3-
U.K. VENDOR - EQUIPMENT CONTRACTS
o NIL
U.K. VENDOR - REAL PROPERTY LEASE AGREEMENTS
o Lease Agreement dated March 30, 1998 between Eagle Star Life Assurance
Company Limited and Xxxxxxx-Xxxxxxx Software Services Ltd. (U.K.
Vendor) relating to office space.
AUSTRALIAN VENDOR - SOFTWARE AGREEMENTS
o NIL
AUSTRALIAN VENDOR - EQUIPMENT CONTRACTS
o NIL
AUSTRALIAN VENDOR - REAL PROPERTY LEASE AGREEMENTS
o NIL
SCHEDULE G
BUSINESS FINANCIAL STATEMENTS
Xxxxxxx-Xxxxxxx Software Services Ltd.
YTD Consolidated Balance Sheet
As of March 31, 0000
XXXXXXX XXXXXXX HOUSTON SE ASIA LONDON
CAD USD USD USD USD
ASSETS 1.5895 1.427808
CURRENT ASSETS
10-200-0 Hongkong Bank 395,403.75 248,759.83 0.00 4,781.64 25,974.45
10-250-0 Rekening Koran Bank 0.00 1,630.11
10-300-0 Rekening Koran Bank (Rup) 0.00 253.20
10-300-0 HongKong Savings Bank 0.00 8,461.22
10-300-0 Royal Bank (Visa) 52,377.08 32,951.92 0.00
10-300-0 Xxxxx Cash 0.00 6.59
10-600-0 Xxxxx Cash 0.00 1,000.00
10-400-0 Columbia Bank 52,608.51 33,097.52 0.00
10-500-0 National Bank of Canada (M/C) 70,543.09 44,380.68 0.00
10-500-0 Xxxxx Fargo Bank 0.00 17,872.03
10-700-0 Xxxxx Cash Rupiah 0.00 1,793.58
11-100-0 Term Deposit/Bond-AETNA -- 0.00 22,971.50
11-200-0 Money Market Fund 250,337.01 157,494.19
12-100-0 Accounts Receivable -- Trade 1,962,848.40 1,234,884.18 61,570.00 6,720.00 79,605.41
12-125-0 Allowance for Doubtful Accounts -- 0.00
12-150-0 Accounts Receivable -- Other 39,566.00 24,892.10 2,858.97 1,200.00
12-160-0 Accounts Receivable SE Asia 80,292.21 50,514.13
12-200-0 Accrued Interest Receivable -- 0.00
12-300-0 VAT on Purchases 0.00 4,730.30
12-300-0 GST Recoverable 0.00
12-400-0 Deposits 0.00 2,811.00
12-450-0 Organizational Costs 0.00 584.13
12-500-0 Prepaids 127,986.81 80,520.17 31,235.52 10,655.34 58,591.76
12-550-0 Prepaid FIT 0.00 91,580.00
12-550-0 Inventory -- 0.00
TOTAL CURRENT ASSETS 3,031,962.86 1,907,494.72 231,489.74 28,033.87 177,363.14
PROPERTY, PLANT & EQUIPMENT
22-100-0 Office Equipment 87,981.74 55,351.83 88,841.89 5,327.62 83,894.20
22-110-0 Furniture and Fixtures -- 0.00 45,464.97
22-200-0 Computer Equipment 242,545.77 152,592.49 204,389.10 20,810.76 321,542.66
22-300-0 Software 84,675.17 53,271.58 16,035.90
22-400-0 Leasehold Improvements 36,211.66 22,781.79 14,354.50
23-505-0 Accumulated Amortization -- Software -- 0.00 (15,466.45)
23-100-0 Accumulated Depreciation -- Office (43,588.03) (27,422.48) (245,608.98) (11,872.37) (326,000.59)
23-200-0 Accumulated Depreciation -- Computer (92,088.38) (57,935.44)
23-300-0 Accumulated Depreciation -- Software (24,134.94) (15,183.98)
23-400-0 Accumulated Amortization -- Leaseholds (21,175.67) (13,322.22)
TOTAL PROPERTY, PLANT & EQUIP. 270,427.32 170,133.57 93,656.43 14,266.01 98,790.77
LONG TERM ASSETS
12-600-0 Investments -- U.K. Company 879,447.89 553,285.87
12-650-0 Due from U.K. Company (506,833.02) (318,863.18)
12-700-0 Investments -- U.S. Company 1,625,087.05 1,022,388.83
12-750-0 Due from U.S. Company (1,247,010.26) (784,529.89)
12-800-0 Investments -- Hong Kong 220,598.66 138,784.94
12-850-0 Due from Hong Kong (246,322.12) (154,968.30)
12-870-0 Investments -- S.E. Asia 86,097.21 54,166.22
PERTH ELIMINATION CONSOLIDATED
USD ENTRIES USD
ASSETS 0.534539
CURRENT ASSETS
10-200-0 Hongkong Bank 43,474.81 322,990.74
10-250-0 Rekening Koran Bank 1,630.11
10-300-0 Rekening Koran Bank (Rup) 253.20
10-300-0 HongKong Savings Bank 8,461.22
10-300-0 Royal Bank (Visa) 32,951.92
10-300-0 Xxxxx Cash 6.59
10-600-0 Xxxxx Cash 1,000.00
10-400-0 Columbia Bank 33,097.52
10-500-0 National Bank of Canada (M/C) 44,380.68
10-500-0 Xxxxx Fargo Bank 17,872.03
10-700-0 Xxxxx Cash Rupiah 1,793.58
11-100-0 Term Deposit/Bond-AETNA 22,971.50
11-200-0 Money Market Fund 157,494.19
12-100-0 Accounts Receivable -- Trade 41,516.88 1,424,296.46
12-125-0 Allowance for Doubtful Accounts 0.00
12-150-0 Accounts Receivable -- Other 28,951.07
12-160-0 Accounts Receivable SE Asia (28,374.08) 22,140.05
12-200-0 Accrued Interest Receivable 0.00
12-300-0 VAT on Purchases 4,730.30
12-300-0 GST Recoverable 66.57 66.57
12-400-0 Deposits 2,811.00
12-450-0 Organizational Costs 584.13
12-500-0 Prepaids 181,002.79
12-550-0 Prepaid FIT 91,580.00
12-550-0 Inventory 0.00
TOTAL CURRENT ASSETS 85,058.26 (28,374.08) 2,401,065.65
PROPERTY, PLANT & EQUIPMENT
22-100-0 Office Equipment 233,415.54
22-110-0 Furniture and Fixtures 45,464.97
22-200-0 Computer Equipment 699,335.02
22-300-0 Software 60.38 69,367.86
22-400-0 Leasehold Improvements 37,136.29
23-505-0 Accumulated Amortization -- Software (15,466.45)
23-100-0 Accumulated Depreciation -- Office (60.38) (610,964.80)
23-200-0 Accumulated Depreciation -- Computer (57,935.44)
23-300-0 Accumulated Depreciation -- Software (15,183.98)
23-400-0 Accumulated Amortization -- Leaseholds (13,322.22)
TOTAL PROPERTY, PLANT & EQUIP. -- 371,846.78
LONG TERM ASSETS
12-600-0 Investments -- U.K. Company (553,285.87) (0.00)
12-650-0 Due from U.K. Company 318,863.18 0.00
12-700-0 Investments -- U.S. Company (1,022,388.83) 0.00
12-750-0 Due from U.S. Company 784,529.89 0.00
12-800-0 Investments -- Hong Kong (138,784.94) (0.00)
12-850-0 Due from Hong Kong 154,968.30 (0.00)
12-870-0 Investments -- S.E. Asia (54,166.22) 0.00
Xxxxxxx-Xxxxxxx Software Services Ltd.
YTD Consolidated Balance Sheet
As of March 31, 0000
XXXXXXX XXXXXXX HOUSTON SE ASIA
CAD USD USD USD
ASSETS 1.5895
12-880-0 Due from S.E. Asia (45,100.60) (28,374.08)
12-900-0 Investments - Australia Co 74,030.58 46,574.76
12-950-0 Due from Australia Co 33,852.47 21,297.56
TOTAL LONG TERM ASSETS 873,847.86 548,762.73
OTHER ASSETS
25-000-0 Deferred Income Taxes 19,876.00 12,504.56
TOTAL OTHER ASSETS 19,876.00 12,504.56
------------ ------------ ------------ ----------
TOTAL ASSETS 4,196,114.04 2,639,895.58 325,146.17 42,299.88
============ ============ ============ ==========
LIABILITIES
CURRENT LIABILITIES
30-100-0 Bank Loan --
31-100-0 Accounts Payable - Trade 12,343.08 7,765.39 20,294.56
31-700-0 Accrued Expenses -- 0.00 (249.13)
31-101-0 Accrued Liabilities 35,000.00 22,019.50 --
31-150-0 Accounts Payable - Other 71,725.66 45,124.67 -- --
31-300-0 Employee Deductions Payable -- 0.00
31-400-0 Payroll Taxes Payable -- 0.00
31-400-0 Payroll Clearing -- 0.00
31-600-0 Canada Savings Bonds -- 0.00
31-650-0 United Way Contributions -- 0.00
31-650-0 VAT on Sales 0.00
31-650-0 GST on Sales 0.00
31-700-0 Group Pension Plan -- 0.00
31-300-0 Employee Bonuses Payable 0.00 10,701.31 1,233.84
31-900-0 Employee Bonuses Payable 211,354.49 132,969.17
32-100-0 Accrued Vacation Pay 0.00
32-300-0 Accrued U.S. Exchange -- 0.00
33-100-0 Deferred Revenue 1,814,269.45 1,141,408.90 3,660.00
31-600-0 Corporate Tax Payable 0.00 27,460.00
34-100-0 Income Taxes Payable 180,385.75 113,485.84
34-101-0 Australian Withholding Tax -- 0.00
34-400-0 GST Recoverable (36,816.39) (23,162.25)
34-401-0 GST Payable 15,813.16 9,948.51
41-600-0 Due to/from PTG (1,369.66)
TOTAL CURRENT LIABILITIES 2,304,075.20 1,449,558.73 61,867.40 (135.82)
LONG-TERM LIABILITIES
41-200-0 Due to/from Parent
41-300-0 Due to/from Parent (785,077.89)
41-400-0 Due to/from parent
41-500-0 Due to/from HRS 5,031.36
TOTAL LONG-TERM LIABILITIES -- -- (785,077.89) 5,031.36
LONDON PERTH ELIMINATION CONSOLIDATED
USD USD ENTRIES USD
(318,863.29) 85,297.55 1,077,812.27 2,785,417.00
ASSETS 1.427808 0.534539
12-880-0 Due from S.E. Asia 28,374.08 0.00
12-900-0 Investments - Australia Co (46,574.76) (0.00)
12-950-0 Due from Australia Co (21,297.56) (0.00)
TOTAL LONG TERM ASSETS (549,762.73) 0.00
OTHER ASSETS
25-00-0 Deferred Income Taxes 12,504.56
TOTAL OTHER ASSETS -- 12,504.56
----------- --------- ------------ ------------
TOTAL ASSETS 271,153.90 85,058.26 (578,136.81) 2,785,417.00
=========== ========= ============ ============
LIABILITIES
CURRENT LIABILITIES
30-100-0 Bank Loan -- 0.00
31-100-0 Accounts Payable - Trade 12,290.04 131.74 40,481.73
31-700-0 Accrued Expenses 61.88 (187.25)
31-101-0 Accrued Liabilities 22,019.50
31-150-0 Accounts Payable - Other 45,124.67
31-300-0 Employee Deductions Payable 0.00
31-400-0 Payroll Taxes Payable 14,495.78 14,495.78
31-400-0 Payroll Clearing 0.00
31-600-0 Canada Savings Bonds 0.00
31-650-0 United Way Contributions 0.00
31-650-0 VAT on Sales 249.8 249.87
31-650-0 GST on Sales 0.00
31-700-0 Group Pension Plan 18,454.52 6,433.41 0.00
31-300-0 Employee Bonuses Payable 36,823.08
31-900-0 Employee Bonuses Payable 132,969.17
32-100-0 Accrued Vacation Pay 0.00
32-300-0 Accrued U.S. Exchange 5,503.84 0.00
33-100-0 Deferred Revenue 10,418.71 9,829.92 1,150,572.75
31-600-0 Corporate Tax Payable 47,709.29
34-100-0 Income Taxes Payable 113,485.84
34-101-0 Australian Withholding Tax 0.00
34-400-0 GST Recoverable (23,162.25)
34-401-0 GST Payable 9,948.51
41-600-0 Due to/from PTG (1,369.66)
TOTAL CURRENT LIABILITIES 61,474.64 16,395.07 -- 1,589,161.03
LONG-TERM LIABILITIES
41-200-0 Due to/from Parent (318,863.29) 318,863.29 (0.00)
41-300-0 Due to/from Parent 785,077.89 0.00
41-400-0 Due to/from parent 21,297.55 (21,297.55) 0.00
41-500-0 Due to/from HRS (5,031.36) 0.00
TOTAL LONG-TERM LIABILITIES (318,863.29) 21,297.55 1,077,612.27) (0.00)
Xxxxxxx-Xxxxxxx Software Service Ltd.
YTD Consolidated Balance Sheet
As of March 31, 0000
XXXXXXX XXXXXXX HOUSTON SE ASIA
CAD USD USD USD
ASSETS 1.5895
TOTAL LIABILITIES 2,304,075.20 1,449.559.73 (723,210.49) 4,895.54
------------ ------------ ------------ ----------
CAPITAL
47-100-0 Dividends (400,000.00) (251,651.56)
48-100-0 Share Capital - Class A 19,825.00 12,472.48 1,000.00
48-101-0 Share Capital - Class B 5,279.13 3,321.25
49-100-0 Retained Earnings (Beginning) 269,608.57 169,618.48 716,537.74 (18,357.66)
00-690-0 Retained/Current Earnings 1,997,326.14 1,256,575.11 330,818.92 55,762.00
------------ ------------ ------------ ----------
TOTAL CAPITAL 1,892,038.84 1,190,335.85 1,048,356.66 37,404.34
------------ ------------ ------------ ----------
TOTAL CAPITAL & LIABILITIES 4,196,114.04 2,639,895.58 325,146.17 42,299.88
============ ============ ============ ==========
LONDON PERTH ELIMINATION CONSOLIDATED
USD USD ENTRIES USD
ASSETS 1.427808 0.534539
TOTAL LIABILITIES (257,388.65) 37,692.62 1,077,612.27 1,589,161.03
----------- --------- ------------- ------------
CAPITAL
47-100-0 Dividends (251,651.46)
48-100-0 Share Capital - Class A 14,278.08 (15,278.08) 12,472.48
48-101-0 Share Capital - Class B 3,321.25
49-100-0 Retained Earnings (Beginning) 386,715.53 29,890.22 (1,114,180.13) 170,224.18
00-690-0 Retained/Current Earnings 127,548.95 17,475.42 (526,290.87) 1,261,889.52
----------- --------- ------------- ------------
TOTAL CAPITAL 528,542.55 47,365.64 (1,655,749.08) 1,196,255.97
----------- --------- ------------- ------------
TOTAL CAPITAL & LIABILITIES 271,153.90 85,058.26 (578,136.81) 2,785,417.00
=========== ========= ============= ============
Xxxxxxx-Xxxxxxx Software Services Ltd.
Consolidated Statement
Ending March 31, 2002
P S C ALL SUBS PARENT
-------------- ------------------
ACCT NO. ACCOUNT NAME PARENT SUB COMBINED CAD USD CAD USD
-------- ------------ ------ --- -------- --- --- --- ---
0.629129 0.629129
REVENUE
INCOME FROM OPERATIONS
51-100-0 Rev - AVO Sales C -- 923,482.47 580,989.60
51-110-0 Rev - AVO Lease C -- 249,075.38 156,700.54
51-150-0 Rev - PRO4D Sales C -- -- --
51-160-0 Rev - PRO4D Lease C -- -- --
51-200-0 Rev - GLI3D Sales C -- 154,683.84 97,316.09
51-210-0 Rev - GLI3D Lease C -- 28,822.50 18,133.07
51-250-0 Rev - eLOG Sales C -- 16,875.00 10,616.55
51-260-0 Rev - eLOG Lease C -- -- --
51-300-0 Rev - INVEST Sales C -- -- --
51-310-0 Rev - INVEST Lease C -- -- --
51-350-0 Rev - EMERGE Sales C -- 714,722.25 449,652.49
51-360-0 Rev - EMERGE Lease C -- 174,999.50 110,097.26
51-400-0 Rev - STRATA Sales C -- 731,400.95 460,145.55
51-410-0 Rev - STRATA Lease C -- 138,390.04 87,065.19
51-500-0 Rev - ISMAP Sales C -- 82,800.00 52,091.88
51-510-0 Rev - ISMAP Lease C -- 19,734.10 12,415.29
51-712-0 Rev - PRO4D Sales C 70,081.78 44,090.48
51-714-0 Rev - PRO4D Lease C 11,125.00 6,999.06
51-722-0 Rev - PROMC Sales C --
51-724-0 Rev - PROMC Leases C 142,916.69 89,913.03
---------- ---------- ------------ ------------
SOFTWARE SALES -- -- 3,459,109.50 2,176,226.10
51-120-0 Rev - AVO Maintenance C -- 889,425.61 559,563.44
51-170-0 Rev - PRO4D Maintenance C -- -- --
51-220-0 Rev - GLI3D Maintenance C -- 167,984.38 105,683.85
51-270-0 Rev - eLOG Maintenance C -- 881.25 554.42
51-320-0 Rev - INVEST Maintenance C -- 1,458.00 917.27
51-370-0 Rev - EMERGE Maintenance C -- 318,366.82 200,293.80
51-420-0 Rev - STRATA Maintenance C -- 646,554.36 406,766.10
51-520-0 Rev - ISMAP Maintenance C -- 66,127.78 41,602.90
51-716-0 Rev - PRO4D Maintenance C 79,797.01 50,202.61
51-726-0 Rev - PROMC Maintenance C --
---------- ---------- ------------ ------------
MAINTENANCE -- -- 2,170,595.21 1,365,584.39
51-700-0 Rev - Consulting, Testing, Sundry P -- 27,180.29 17,099.91
51-710-0 Rev - Research Geophysical Consulting P 42,519.65 26,750.34
51-718-0 Rev - Consulting Geoscientist P 185,635.00 116,788.36
51-720-0 Rev - Special Projects P --
51-750-0 Other GeoServ Marketing Services S -- --
51-760-0 GeoService Revenue frm SoftwareMrkt S -- -- --
51-900-0 Geoscience Service Revenues S 809,181.11 509,079.30 --
51-900-1 Consulting Revenue - IRSC S -- -- --
51-900-2 Consulting Revenue Contract --
51-950-0 Geoscience Technical Support Serv -- --
---------- ---------- ------------ ------------
GEOSCIENCE/SERVICES 809,181.11 509,079.30 255,334.94 160,638.62
51-600-0 Rev - Training S 240,600.55 151,368.78 -- --
51-800-0 Training P -- 67,022.66 42,165.90
---------- ---------- ------------ ------------
TRAINING 240,600.55 151,368.78 67,022.66 42,165.90
91-000-0 Interest Income C 1,057.72 665.44 16,584.67 10,433.90
51-650-0 Rev - Sundry S 175.23 110.24 -- --
80-251-0 USD Exchange P 397,381.31 250,004.11
80-252-0 GBP Exchange P (26,447.44) (16,638.85)
ACCUMULATED ELIMINATION CONSOLIDATED
ACCT NO. ACCOUNT NAME USD ENTRIES USD
-------- ------------ ----------- ----------- ------------
REVENUE
INCOME FROM OPERATIONS
51-100-0 Rev - AVO Sales 580,989.60 580,989.60
51-110-0 Rev - AVO Lease 156,700.54 156,700.54
51-150-0 Rev - PRO4D Sales -- --
51-160-0 Rev - PRO4D Lease -- --
51-200-0 Rev - GLI3D Sales 97,316.09 97,316.09
51-210-0 Rev - GLI3D Lease 18,133.07 18,133.07
51-250-0 Rev - eLOG Sales 10,616.55 10,616.55
51-260-0 Rev - eLOG Lease -- --
51-300-0 Rev - INVEST Sales -- --
51-310-0 Rev - INVEST Lease -- --
51-350-0 Rev - EMERGE Sales 449,652.49 449,652.49
51-360-0 Rev - EMERGE Lease 110,097.26 110,097.26
51-400-0 Rev - STRATA Sales 460,145.55 460,145.55
51-410-0 Rev - STRATA Lease 87,065.19 87,065.19
51-500-0 Rev - ISMAP Sales 52,091.88 52,091.88
51-510-0 Rev - ISMAP Lease 12,415.29 12,415.29
51-712-0 Rev - PRO4D Sales 44,090.48 44,090.48
51-714-0 Rev - PRO4D Lease 6,999.06 6,999.06
51-722-0 Rev - PROMC Sales -- --
51-724-0 Rev - PROMC Leases 89,913.03 89,913.03
------------ ------------ ------------
SOFTWARE SALES 2,176,226.10 -- 2,176,226.10
51-120-0 Rev - AVO Maintenance 559,563.44 559,563.44
51-170-0 Rev - PRO4D Maintenance -- --
51-220-0 Rev - GLI3D Maintenance 105,683.85 105,683.85
51-270-0 Rev - eLOG Maintenance 554.42 554.42
51-320-0 Rev - INVEST Maintenance 917.27 917.27
51-370-0 Rev - EMERGE Maintenance 200,293.80 200,293.80
51-420-0 Rev - STRATA Maintenance 406,766.10 406,766.10
51-520-0 Rev - ISMAP Maintenance 41,602.90 41,602.90
51-716-0 Rev - PRO4D Maintenance 50,202.61 50,202.61
51-726-0 Rev - PROMC Maintenance -- --
------------ ------------ ------------
MAINTENANCE 1,365,584.39 -- 1,365,584.39
51-700-0 Rev - Consulting, Testing, Sundry 17,099.91 17,099.91
51-710-0 Rev - Research Geophysical Consulting 26,750.34 26,750.34
51-718-0 Rev - Consulting Geoscientist 116,788.36 116,788.36
51-720-0 Rev - Special Projects -- --
51-750-0 Other GeoServ Marketing Services -- --
51-760-0 GeoService Revenue frm SoftwareMrkt -- --
51-900-0 Geoscience Service Revenues 509,079.30 509,079.30
51-900-1 Consulting Revenue - IRSC -- --
51-900-2 Consulting Revenue Contract --
51-950-0 Geoscience Technical Support Serv -- --
------------ ------------ ------------
GEOSCIENCE/SERVICES 669,717.92 -- 669,717.92
51-600-0 Rev - Training 151,368.78 151,368.78
51-800-0 Training 42,165.90 (18,324.86) 23,841.04
------------ ------------ ------------
TRAINING 193,534.68 (18,324.86) 175,209.82
91-000-0 Interest Income 11,099.34 11,099.34
51-650-0 Rev - Sundry 110.24 110.24
80-251-0 USD Exchange 250,004.11 253.36 250,257.47
80-252-0 GBP Exchange (16,638.85) (16,638.85)
Xxxxxxx-Xxxxxxx Software Services Ltd.
Consolidated Statement
Ending March 31, 2002
ACCT NO. ACCOUNT NAME P S C ALL SUBS PARENT
-------- ------------ -------------------------- ----------------------------
PARENT SUB COMBINED CAD USD CAD USD
------ --- -------- ------------ ---------- ------------ ------------
80-253-0 HKD Exchange P -- --
80-254-0 AUD Exchange P 1,321.63 831.48
------------ ---------- ------------ ------------
OTHER 1,232.95 775.68 388,840.17 244,630.63
------------ ---------- ------------ ------------
TOTAL INCOME FROM OPERATIONS 1,051,014.61 661,223.77 6,340,902.48 3,989,245.64
COST OF SALES
WORKSHOP/TRAINING COSTS
71-101-0 Direct Costs - Training S 73,830.17 46,448.70
71-800-0 Workshops/Training Expenses P 43,620.22 27,442.75
------------ ---------- ------------ ------------
WORKSHOP/TRAINING COSTS 73,830.17 46,448.70 43,620.22 27,442.75
PROGRAMMING SALARIES AND BENEFITS
70-100-0 Benefits P 144,865.86 91,139.31
71-050-0 Customer Support P 102,609.24 64,554.45
71-100-0 AVO Salaries P 138,681.67 87,248.66
71-200-0 GLI3D Salaries P 42,945.00 27,017.94
71-250-0 eLOG Salaries P 125,759.92 79,119.21
71-300-0 INVEST Salaries P -- --
71-350-0 EMERGE Salaries P 42,622.56 26,815.09
71-400-0 STRATA Salaries P 92,785.00 58,373.73
71-460-0 ISMAP Salaries P 38,334.82 24,117.55
71-540-0 System Administration P 32,000.00 20,132.13
71-700-0 Consulting Expense P 196,838.60 123,836.87
77-260-0 PRO4D Salaries P 106,902.16 67,255.25
77-262-0 PRO4D Benefits P 5,992.20 3,769.87
77-263-0 PRO4D Employer Payroll Exp P 749.13 471.30
77-500-0 PROMC Salaries P 121,471.23 76,421.07
77-502-0 PROMC Benefits P 18,247.99 11,480.34
77-504-0 PROMC Employer Expenses P 4,114.72 2,588.69
------------ ------------
TOTAL PROGRAMMING SALARIES 1,214,920.10 764,341.47
PROGRAMMING INSTALLATION AND MAINTENANCE
71-120-0 AVO Maintenance P -- --
71-130-0 AVO Delivery P 1,826.66 1,149.20
71-220-0 GLI3D Maintenance P -- --
71-230-0 GLI3D Delivery P 898.01 564.96
71-270-0 eLOG Maintenance P -- --
71-280-0 eLOG Delivery P 79.40 49.95
71-330-0 INVEST Maintenance P -- --
71-370-0 EMERGE Maintenance P -- --
71-380-0 EMERGE Delivery P 1,301.66 818.91
71-420-0 STRATA Maintenance P -- --
71-430-0 STRATA Delivery P 1,780.37 1,120.08
71-480-0 ISMAP Maintenance P -- --
71-490-0 ISMAP Delivery P 257.22 161.82
71-500-0 Programming Hardware Expense P 12,648.51 7,957.54
71-510-0 Programming Software Expense P 42,817.14 26,937.50
71-520-0 Programming Dues & Fees P 1,327.56 835.21
71-530-0 Programming Training Expense P 8,601.61 5,411.52
77-264-0 PRO4D Staff Training P 1,234.76 776.82
77-265-0 PRO4D Installation P -- --
77-270-0 PRO4D Maintenance P -- --
77-275-0 PRO4D Delivery P 590.33 371.39
77-280-0 PRO4D Travel P 2,141.30 1,347.15
77-282-0 PRO4D Computer/Office Supplies P 775.35 487.80
ACCT NO. ACCOUNT NAME
-------- ------------ ACCUMULATED ELIMINATION CONSOLIDATED
USD ENTRIES USD
------------ ----------- ------------
80-253-0 HKD Exchange -- --
80-254-0 AUD Exchange 831.48 831.48
------------ ---------- ------------
OTHER 245,406.31 253.36 245,659.67
------------ ---------- ------------
TOTAL INCOME FROM OPERATIONS 4,650,469.41 (18,071.50) 4,632,397.91
COST OF SALES
WORKSHOP/TRAINING COSTS
71-101-0 Direct Costs - Training 46,448.70 46,448.70
71-800-0 Workshops/Training Expenses 27,442.75 1,636.24 29,078.99
------------ ---------- ------------
WORKSHOP/TRAINING COSTS 73,891.45 1,636.24 75,527.69
PROGRAMMING SALARIES AND BENEFITS
70-100-0 Benefits 91,139.31 (21,754.37) 69,384.94
71-050-0 Customer Support 64,554.45 64,544.45
71-100-0 AVO Salaries 87,248.66 87,248.66
71-200-0 GLI3D Salaries 27,017.94 27,017.94
71-250-0 eLOG Salaries 79,119.21 79,119.21
71-300-0 INVEST Salaries -- --
71-350-0 EMERGE Salaries 26,815.09 26,815.09
71-400-0 STRATA Salaries 58,373.73 58,373.73
71-460-0 ISMAP Salaries 24,117.55 24,117.55
71-540-0 System Administration 20,132.13 20,132.13
71-700-0 Consulting Expense 123,836.87 (63,203.94) 60,632.94
77-260-0 PRO4D Salaries 67,255.25 67,255.25
77-262-0 PRO4D Benefits 3,769.87 (2,555.97) 1,213.89
77-263-0 PRO4D Employer Payroll Exp 471.30 471.30
77-500-0 PROMC Salaries 76,421.07 76,421.07
77-502-0 PROMC Benefits 11,480.34 (7,788.09) 3,692.24
77-504-0 PROMC Employer Expenses 2,588.69 2,588.69
------------ ---------- ------------
TOTAL PROGRAMMING SALARIES 764,341.47 (95,302.38) 669,039.09
PROGRAMMING INSTALLATION AND MAINTENANCE
71-120-0 AVO Maintenance -- --
71-130-0 AVO Delivery 1,149.20 1,149.20
71-220-0 GLI3D Maintenance -- --
71-230-0 GLI3D Delivery 564.96 564.96
71-270-0 eLOG Maintenance -- --
71-280-0 eLOG Delivery 49.95 49.95
71-330-0 INVEST Maintenance -- --
71-370-0 EMERGE Maintenance -- --
71-380-0 EMERGE Delivery 818.91 818.91
71-420-0 STRATA Maintenance -- --
71-430-0 STRATA Delivery 1,120.08 1,120.08
71-480-0 ISMAP Maintenance -- --
71-490-0 ISMAP Delivery 161.82 161.82
71-500-0 Programming Hardware Expense 7,957.54 (264.09) 7,693.45
71-510-0 Programming Software Expense 26,937.50 (851.85) 26,085.85
71-520-0 Programming Dues & Fees 835.21 (333.38) 501.83
71-530-0 Programming Training Expense 5,411.52 (211.66) 5,199.86
77-264-0 PRO4D Staff Training 776.82 -- 776.82
77-265-0 PRO4D Installation -- -- --
77-270-0 PRO4D Maintenance -- -- --
77-275-0 PRO4D Delivery 371.39 -- 371.39
77-280-0 PRO4D Travel 1,347.15 -- 1,347.15
77-282-0 PRO4D Computer/Office Supplies 487.80 -- 487.80
Xxxxxxx-Xxxxxxx Software Services Ltd.
Consolidated Statement
Ending March 31, 2002
ACCT NO. ACCOUNT NAME P S C ALL SUBS PARENT
-------- ------------ ------ --- -------- -------------------------- ----------------------------
PARENT SUB COMBINED CAD USD CAD USD
------ --- -------- ------------ ---------- ------------ ------------
77-505-0 PROMC Maintenance P 5,634.86 3,545.05
77-510-0 PROMC Delivery P 140.87 88.63
77-520-0 PROMC Travel P 21,292.68 13,395.84
77-530-0 PROMC Computer/Office Supplies P 1,009.40 635.04
------------ ------------
TOTAL INSTALLATION AND MAINTENANCE 104,357.69 65,654.45
ADVERTISING AND PROMOTION
75-100-0 Advertising P 90,119.69 56,696.91
75-110-0 Client Functions P -- --
75-120-0 Consulting Fees P -- --
75-125-0 General Convention Costs P 34,157.92 21,489.74
75-125-1 Booth Costs P 63,630.90 40,032.04
75-125-2 Delegate Costs P 134,321.01 84,505.24
75-130-0 Delivery P 14,071.92 8,853.05
75-140-0 Dues & Fees P -- --
75-150-0 Entertainment P 1,045.45 657.72
75-200-0 Presentations P 44,382.89 27,922.56
75-225-0 Salaries P -- --
75-250-0 Training P -- --
75-300-0 Travel P 59,628.39 37,513.95
------------ ------------
ADVERTISING AND PROMOTION 441,358.17 277,671.22
MARKETING FEES
75-400-0 U.K. Company Expenses P 606,529.74 381,585.45
75-500-0 U.S. Company Expenses P 1,061,152.97 667,602.11
75-600-0 Hong Kong Expenses P -- --
75-650-0 S.E. Asia Expenses P 247,977.25 156,009.68
75-700-0 Australia Company Expenses P -- --
------------ ------------
MARKETING FEES 1,915,659.96 1,205,197.23
RESEARCH GEOSCIENCE
77-100-0 Promotion P 498.24 313.46
77-120-0 Direct Costs - Consulting P 8,831.50 5,556.15
77-125-0 Client Functions P 2,737.67 1,722.35
77-130-0 Delivery P 133.35 83.89
77-140-0 Dues & Fees P 614.80 386.79
77-150-0 Entertainment P 547.87 344.68
77-225-0 Salaries P 64,672.25 40,687.19
77-226-0 Benefits P 4,464.35 2,808.65
77-227-0 Employer Payroll P -- --
77-250-0 Staff Training P 180.05 113.27
77-285-0 Consulting Tel/Intrnt 210.34 132.33
77-300-0 Travel 8,163.29 5,135.76
77-350-0 Consulting Computer/Office Supplies 4,397.64 2,766.68
77-400-0 Consulting Geoscientist Salary 72,000.00 45,297.29
------------ ------------
PARENT CONSULTING EXPENSES P C 167,451.35 105,348.50
SPECIAL PROJECTS
78-XXX-0 P -- --
---------- ---------- ------------ ------------
TOTAL COST OF SALES 73,830.17 46,448.70 3,887,367.49 2,445,655.62
---------- ---------- ------------ ------------
OPERATING PROFIT (LOSS) 977,184.44 614,775.07 2,453,534.99 1,543,590.01
GENERAL AND ADMINISTRATIVE EXPENSES
PARENT CO.
ADVERTISING AND PROMOTION
ACCT NO. ACCOUNT NAME
-------- ------------ ACCUMULATED ELIMINATION CONSOLIDATED
USD ENTRIES USD
------------ -------------- ------------
77-505-0 PROMC Maintenance 3,545.05 (3,416.81) 128.25
77-510-0 PROMC Delivery 88.63 (350.07) (261.45)
77-520-0 PROMC Travel 13,395.84 (5,192.38) 8,203.46
77-530-0 PROMC Computer/Office Supplies 635.04 (242.21) 392.83
------------ ------------- ------------
TOTAL INSTALLATION AND MAINTENANCE 65,654.45 (10,862.45) 54,792.00
ADVERTISING AND PROMOTION
75-100-0 Advertising 56,696.91 13,146.08 69,843.00
75-110-0 Client Functions -- --
75-120-0 Consulting Fees -- --
75-125-0 General Convention Costs 21,489.74 (12,939.54) 8,550.20
75-125-1 Booth Costs 40,032.04 (30,879.53) 9,152.51
75-125-2 Delegate Costs 84,505.24 (57,587.76) 26,917.49
75-130-0 Delivery 8,853.05 (1,126.55) 7,726.50
75-140-0 Dues & Fees -- -- --
75-150-0 Entertainment 657.72 657.72
75-200-0 Presentations 27,922.56 592.84 28,515.40
75-225-0 Salaries -- --
75-250-0 Training -- --
75-300-0 Travel 37,513.95 (27,071.32) 10,442.63
------------ ------------- ------------
ADVERTISING AND PROMOTION 277,671.22 (115,865.77) 161,805.45
MARKETING FEES
75-400-0 U.K. Company Expenses 381,585.45 (381,585.45) --
75-500-0 U.S. Company Expenses 667,602.11 (667,602.11) --
75-600-0 Hong Kong Expenses -- -- --
75-650-0 S.E. Asia Expenses 156,009.68 (156,009.68) --
75-700-0 Australia Company Expenses -- -- --
------------ ------------- ------------
MARKETING FEES 1,205,197.23 (1,205,197.23) --
RESEARCH GEOSCIENCE
77-100-0 Promotion 313.46 313.46
77-120-0 Direct Costs - Consulting 55,556.15 (5,512.74) 43.41
77-125-0 Client Functions 1,722.35 1,722.35
77-130-0 Delivery 83.89 83.89
77-140-0 Dues & Fees 386.79 386.79
77-150-0 Entertainment 344.68 344.68
77-225-0 Salaries 40,687.19 40,687.19
77-226-0 Benefits 2,808.65 2,808.65
77-227-0 Employer Payroll -- --
77-250-0 Staff Training 113.27 113.27
77-285-0 Consulting Tel/Intrnt 132.33 132.33
77-300-0 Travel 5,135.76 (52.03) 5,083.73
77-350-0 Consulting Computer/Office Supplies 2,766.68 2,766.68
77-400-0 Consulting Geoscientist Salary 45,297.29 45,297.29
------------ ------------- ------------
PARENT CONSULTING EXPENSES 105,348.50 (5,564.77) 99,783.73
SPECIAL PROJECTS
78-XXX-0 --
------------ ------------- ------------
TOTAL COST OF SALES 2,492,104.32 (1,431,156.36) 1,060,947.96
------------ ------------- ------------
OPERATING PROFIT (LOSS) 2,158,365.08 1,413,084.86 3,571,449.95
GENERAL AND ADMINISTRATIVE EXPENSES
PARENT CO.
ADVERTISING AND PROMOTION
Xxxxxxx-Xxxxxxx Software Service Ltd.
Consolidated Statement
Ending March 31, 2002
ALL SUBS
P S C --------------------------
ACCT NO. ACCOUNT NAME Parent Sub Combined CAD USD
-------- ------------ ------ --- -------- ---------- ----------
80-100-0 Advertising P
80-125-0 Client functions P
80-170-0 Dues & fees P
80-180-0 Donations P
80-375-0 Staff functions P
---------- ----------
ADVERTISING AND PROMOTION -- --
SALARIES AND BENEFITS P
80-370-0 Salaries P
90-700-0 Programming bonus P
90-800-0 Marketing Bonus P
90-810-0 Geoscience Group Bonus P
90-815-0 Geoscience Consultant Bonus P
90-900-0 Management Bonus P
---------- ----------
SALARIES AND BENEFITS -- --
DEPRECIATION/AMORTIZATION P
80-175-0 Depreciation P
80-176-0 Amortization P
---------- ----------
DEPRECIATION/AMORTIZATION -- --
OFFICE EXPENSES P
80-350-0 Office expenses P
80-351-0 Office Reference Material P
80-355-0 Postage P
00-000-00 Software expense P
---------- ----------
OFFICE EXPENSES -- --
OTHER P
80-150-0 Delivery P
80-160-0 Director's Fees P
80-190-0 Equipment Rental P
80-200-0 Insurance P
80-250-0 Service and Bank Charges P
80-300-0 Legal and Accounting P
80-325-0 Management fees P
80-360-0 Rent Expense P
80-385-0 Taxes - Business P
80-400-0 Telephone P
80-450-0 Travel P
80-475-0 Training P
94-000-0 Bad Debt Expense P
---------- ----------
TOTAL OTHER EXPENSES -- --
---------- ----------
TOTAL PARENT CO. GENERAL EXPENSE -- --
SUBSIDIARIES - SOFTWARE MARKETING & TRAINING
71-100-0 Gross Salaries S 391,228.65 246,133.29
71-105-0 Benefits S 42,657.15 26,836.85
71-110-0 Payroll Tax Expense S 41,776.15 26,282.59
71-120-0 Housing Costs S 15,463.24 9,728.38
71-120-0 Pension Costs S 4,187.32
71-130-0 Other Staff/Contract Labour Expenses S 643.02 404.54
71-150-0 Staff Functions S 3,581.57 2,253.27
71-205-0 Travel, Accom. & Food S 48,920.38 30,777.23
71-206-0 Entertainment S 3,733.88 2,349.09
71-207-0 Car Mileage S 11,209.32 7,052.11
71-220-0 Marketing Expenses S 15,974.61 10,050.09
71-230-0 General Exhibitions & Conferences S 14,525.78 9,138.59
71-230-1 Booth Costs S 59,761.76 37,597.85
71-230-2 Delegate Costs S 96,000.10 60,396.45
PARENT
---------------------------- ACCUMULATED ELIMINATION CONSOLIDATED
ACCT NO. ACCOUNT NAME CAD USD USD ENTRIES USD
-------- ------------ ------------ ---------- ----------- ----------- ------------
80-100-0 Advertising 7,663.44 4,821.29 4,821.29 -- 4,821.29
80-125-0 Client functions -- -- -- -- --
80-170-0 Dues & fees 1,355.29 852.65 852.65 -- 852.65
80-180-0 Donations 43,080.14 27,102.97 27,102.97 27,102.97
80-375-0 Staff functions 9,388.63 5,906.66 5,906.66 -- 5,906.66
------------ ---------- ---------- --------- ----------
ADVERTISING AND PROMOTION 61,487.50 38,683.57 38,683.57 -- 38,683.57
SALARIES AND BENEFITS
80-370-0 Salaries 288,344.50 181,405.80 181,405.80 181,405.80
90-700-0 Programming bonus 587,664.76 369,716.94 369,716.94 369,716.94
90-800-0 Marketing Bonus 4,612.59 2,901.91 2,901.91 2,901.91
90-810-0 Geoscience Group Bonus 70,116.00 44,112.01 44,112.01 44,112.01
90-815-0 Geoscience Consultant Bonus 20,244.88 12,736.64 12,736.64 12,736.64
90-900-0 Management Bonus 384,952.60 242,184.84 242,184.84 242,184.84
------------ ------------ ------------ ---------- ------------
SALARIES AND BENEFITS 1,355,935.33 853,058.24 853,058.24 -- 853,058.24
DEPRECIATION/AMORTIZATION
80-175-0 Depreciation 91,652.32 57,661.13 57,661.13 57,661.13
80-176-0 Amortization 4,020.88 2,529.65 2,529.65 2,529.65
------------ ------------ ------------ ---------- ------------
DEPRECIATION/AMORTIZATION 95,673.20 60,190.78 60,190.78 -- 60,190.78
OFFICE EXPENSES
80-350-0 Office expenses 21,158.57 13,311.47 13,311.47 (252.49) 13,058.98
80-351-0 Office Reference Material 8,935.25 5,621.42 5,621.42 -- 5,621.42
80-355-0 Postage 2,499.52 1,572.52 1,572.52 1,572.52
00-000-00 Software expense 880.52 553.96 553.96 553.96
------------ ------------ ------------ ---------- ------------
OFFICE EXPENSES 33,473.86 21,059.38 21,059.38 (252.49) 20,806.89
OTHER
80-150-0 Delivery 5,915.99 3,721.92 3,721.92 (69.05) 3,652.87
80-160-0 Director's Fees 1,600.00 1,006.61 1,006.61 1,006.61
80-190-0 Equipment Rental 7,629.66 4,800.04 4,800.04 4,800.04
80-200-0 Insurance 12,524.44 7,879.49 7,879.49 7,879.49
80-250-0 Service and Bank Charges 14,144.00 8,898.40 8,898.40 8,898.40
80-300-0 Legal and Accounting 6,259.60 3,938.10 3,938.10 314.56 4,252.66
80-325-0 Management fees -- -- -- --
80-360-0 Rent Expense 154,522.08 97,214.32 97,214.32 97,214.32
80-385-0 Taxes - Business 5,313.61 3,342.95 3,342.95 3,342.95
80-400-0 Telephone 22,232.04 13,986.82 13,986.82 (5,155.33) 8,831.49
80-450-0 Travel 51,746.64 32,555.31 32,555.31 (5,320.75) 27,234.56
80-475-0 Training 4,417.67 2,779.28 2,779.28 2,779.28
94-000-0 Bad Debt Expense -- -- -- --
------------ ------------ ------------ ---------- ------------
TOTAL OTHER EXPENSES 286,305.73 180,123.24 180,123.24 (10,230.56) 169,892.68
------------ ------------ ------------ ---------- ------------
TOTAL PARENT CO. GENERAL EXPENSE 1,832,875.62 1,153,115.21 1,153,115.21 (10,483.05) 1,142,632.16
SUBSIDIARIES - SOFTWARE MARKETING & TRAINING
71-100-0 Gross Salaries 246,133.29 246,133.29
71-105-0 Benefits 26,836.85 26,836.85
71-110-0 Payroll Tax Expense 26,282.59 26,282.59
71-120-0 Housing Costs 9,728.38 9,728.38
71-120-0 Pension Costs
71-130-0 Other Staff/Contract Labour Expenses 404.54 404.54
71-150-0 Staff Functions 2,253.27 2,253.27
71-205-0 Travel, Accom. & Food 30,777.23 30,777.23
71-206-0 Entertainment 2,349.09 2,349.09
71-207-0 Car Mileage 7,052.11 7,052.11
71-220-0 Marketing Expenses 10,050.09 10,050.09
71-230-0 General Exhibitions & Conferences 9,138.59 9,138.59
71-230-1 Booth Costs 37,597.85 37,597.85
71-230-2 Delegate Costs 60,396.45 60,396.45
Xxxxxxx-Xxxxxxx Software Services Ltd.
Consolidated Statement
Ending March 31, 2002
ACCT NO. ACCOUNT NAME ALL SUBS
-------- ------------ P S C ---------------------------
PARENT SUB COMBINED CAD USD
------ --- -------- ------------ ------------
71-250-0 Donations S 9,537.00 6,000.00
71-300-0 Office Rental & Services S 65,112.26 40,964.01
71-302-0 Property Tax S 7,444.36 4,683.47
71-310-0 Stationary/Office Supplies S 13,515.51 8,503.00
71-320-0 Communications/Telephone S 51,376.56 32,322.49
71-330-0 Postage/Delivery/Couriers S 21,122.23 13,288.61
71-335-0 Computer/Software Expenses S 6,666.37 4,194.01
71-340-0 Insurance Expenses S 2,959.03 1,861.61
71-400-0 Staff Training Expenses S 5,914.20 3,720.79
71-410-0 Customer Support/Maintenance Expenses S -- --
71-420-0 Accounting & Legal S 1,847.13 1,162.08
71-430-0 Depreciation S 84,159.20 52,946.99
71-440-0 Amortization S 403.32 253.74
71-460-0 Interest and Bank Charges S 3,489.37 2,195.26
71-470-0 Professional Dues & Publications S 2,598.80 1,634.98
71-550-0 Geotechnician expenses S 85,857.64 54,015.53
71-640-0 Equipment Rental S 1,792.84 1,127.93
71-700-0 Office Reference Material S 1,261.45 793.62
------------ ------------
SUBSIDIARY MARKETING EXPENSES S 1,114,720.20 698,668.44
SUBSIDIARIES - GEOSCIENCE SERVICES
81-100-0 Salaries S 353,529.96 222,415.95
81-101-0 Direct Costs - Consulting S 54,603.51 34,352.65
81-105-0 Benefits S 47,189.35 29,688.19
81-110-0 Payroll Tax Expense S 35,358.42 22,245.01
81-120-0 Pension Contributions S 3,903.54
81-130-0 Other Staff Expenses S 643.02 404.54
81-150-0 Staff Functions S 3,680.27 2,315.36
81-205-0 Travel, Accomo. & Food S 56,311.76 35,427.36
81-206-0 Entertainment S 2,261.91 1,423.03
81-207-0 Car Mileage S 670.07 421.56
81-220-0 Marketing Expenses S 8,696.74 5,471.37
81-230-0 Exhibitions & Conferences S 7,159.63 4,504.33
81-230-1 Booth Costs S 42,944.40 27,017.57
81-230-2 Delegate Costs S 31,314.19 19,700.66
81-250-0 Donations S -- --
81-300-0 Office Rent & Services S 48,160.27 30,299.02
81-302-0 Property Tax S 7,444.36 4,683.47
81-310-0 Office Supplies S 13,372.12 8,412.79
81-320-0 Communications/Telephone S 28,143.37 17,705.81
81-330-0 Postage/Delivery/Couriers S 8,944.05 5,626.96
81-335-0 Computer/Software Expenses S 19,210.05 12,085.60
81-340-0 Insurance Expense S 2,958.94 1,861.55
81-400-0 Staff Training Expenses S 3,983.02 2,505.83
81-420-0 Accounting & Legal S 1,605.67 1,010.17
81-430-0 Depreciation S 62,860.42 39,547.31
81-440-0 Amortization S 2,772.74 1,744.41
81-460-0 Interest and Bank Charges S 1,553.80 977.54
81-470-0 Professional Dues & Publications S 1,718.36 1,081.07
Equipment Rental S 1,792.83 1,127.92
81-700-0 Office Reference Material S 1,097.67 690.57
------------ ------------
SUBSIDIARY CONSULTING EXPENSES 853,884.42 534,747.62
------------ ------------
TOTAL GENERAL AND ADMINISTRATIVE EXPENSES 1,968,604.62 1,233,416.06
------------ ------------
INCOME (LOSS) BEFORE BONUS (991,420.18) (618,641.00)
ACCT NO. ACCOUNT NAME PARENT
-------- ------------ --------------------------- ACCUMULATED ELIMINATION CONSOLIDATED
CAD USD USD ENTRIES USD
------------ ------------ ------------ ------------ ------------
71-250-0 Donations 6,000.00 6,000.00
71-300-0 Office Rental & Services 40,964.01 40,964.01
71-302-0 Property Tax 4,683.47 4,683.47
71-310-0 Stationary/Office Supplies 8,503.00 8,503.00
71-320-0 Communications/Telephone 32,322.49 32,322.49
71-330-0 Postage/Delivery/Couriers 13,288.61 13,288.61
71-335-0 Computer/Software Expenses 4,194.01 4,194.01
71-340-0 Insurance Expenses 1,861.61 1,861.61
71-400-0 Staff Training Expenses 3,720.79 3,720.79
71-410-0 Customer Support/Maintenance Expenses -- --
71-420-0 Accounting & Legal 1,162.08 1,162.08
71-430-0 Depreciation 52,946.99 52,946.99
71-440-0 Amortization 253.74 253.74
71-460-0 Interest and Bank Charges 2,195.26 2,195.26
71-470-0 Professional Dues & Publications 1,634.98 1,634.98
71-550-0 Geotechnician expenses 54,015.53 54,015.53
71-640-0 Equipment Rental 1,127.93 1,127.93
71-700-0 Office Reference Material 793.62 793.62
------------ ------------ ------------ ------------ ------------
SUBSIDIARY MARKETING EXPENSES -- -- 698,668.44 -- 698,668.44
SUBSIDIARIES - GEOSCIENCE SERVICES
81-100-0 Salaries 222,415.95 222,415.95
81-101-0 Direct Costs - Consulting 34,352.65 34,352.65
81-105-0 Benefits 29,688.19 29,688.19
81-110-0 Payroll Tax Expense 22,245.01 22,245.01
81-120-0 Pension Contributions
81-130-0 Other Staff Expenses 404.54 404.54
81-150-0 Staff Functions 2,315.36 2,315.36
81-205-0 Travel, Accomo. & Food 35,427.36 35,427.36
81-206-0 Entertainment 1,423.03 1,423.03
81-207-0 Car Mileage 421.56 421.56
81-220-0 Marketing Expenses 5,471.37 5,471.37
81-230-0 Exhibitions & Conferences 4,504.33 4,504.33
81-230-1 Booth Costs 27,017.57 27,017.57
81-230-2 Delegate Costs 19,700.66 19,700.66
81-250-0 Donations -- --
81-300-0 Office Rent & Services 30,299.02 30,299.02
81-302-0 Property Tax 4,683.47 4,683.47
81-310-0 Office Supplies 8,412.79 8,412.79
81-320-0 Communications/Telephone 17,705.81 17,705.81
81-330-0 Postage/Delivery/Couriers 5,626.96 5,626.96
81-335-0 Computer/Software Expenses 12,085.60 12,085.60
81-340-0 Insurance Expense 1,861.55 1,861.55
81-400-0 Staff Training Expenses 2,505.83 2,505.83
81-420-0 Accounting & Legal 1,010.17 1,010.17
81-430-0 Depreciation 39,547.31 39,547.31
81-440-0 Amortization 1,744.41 1,744.41
81-460-0 Interest and Bank Charges 977.54 977.54
81-470-0 Professional Dues & Publications 1,081.07 1,081.07
Equipment Rental 1,127.92 1,127.92
81-700-0 Office Reference Material 690.57 690.57
------------ ------------ ------------ ------------ ------------
SUBSIDIARY CONSULTING EXPENSES -- -- 534,747.62 -- 534,747.62
------------ ------------ ------------ ------------ ------------
TOTAL GENERAL AND ADMINISTRATIVE EXPENSES 1,832,875.62 1,153,115.21 2,386,531.27 (10,483.05) 2,376,048.22
------------ ------------ ------------ ------------ ------------
INCOME (LOSS) BEFORE BONUS 620,659.37 390,474.81 (228,166.19) 1,423,567.91 1,195,401.73
Xxxxxxx-Xxxxxxx Software Services Ltd.
Consolidated Statement
Ending March 31, 2002
ACCT NO. ACCOUNT NAME ALL SUBS
-------- ------------ P S C ---------------------------
PARENT SUB COMBINED CAD USD
------ --- -------- ------------ ------------
BONUSES
90-100-0 Bonus Payable S 335,187.14 210,875.95
------------ ------------
TOTAL BONUSES 335,187.14 210,875.95
------------ ------------
OPERATING INCOME (LOSS) (1,326,607.32) (829,516.95)
OTHER EXPENSES
94-000-0 Bad Debt Expense
94-100-0 Loss on Disposal
------------ ------------
TOTAL OTHER EXPENSES -- --
NET INCOME FROM SUBSIDIARIES (EQUITY METHOD)
96-100-0 Income/loss from UK Subsidiary P
96-200-0 Income/loss from USA Subsidiary P
96-300-0 Income/loss from Asia Subsidiary P
96-350-0 Income/loss from SE Asia P
96-400-0 Income/loss from Australia Subsidiary P
------------ ------------
-- --
CORPORATE TAXES
91-100-0 Income Tax Expense C 99,262.12 62,448.68
------------ ------------
TOTAL CORPORATE TAXES 99,262.12 62,448.68
------------ ------------
NET INCOME (LOSS) (1,425,869.44) (891,965.62)
(1,425,869.44)
ACCT NO. ACCOUNT NAME PARENT
-------- ------------ --------------------------- ACCUMULATED ELIMINATION CONSOLIDATED
CAD USD USD ENTRIES USD
------------ ------------ ------------ ------------ ------------
BONUSES
90-100-0 Bonus Payable -- -- 210,875.95 210,875.95
------------ ------------ ------------ ------------ ------------
TOTAL BONUSES -- -- 210,875.95 -- 210,875.95
------------ ------------ ------------ ------------ ------------
OPERATING INCOME (LOSS) 620,659.37 390,474,81 (439,042.14) 1,423,567.91 984,525.78
OTHER EXPENSES
94-000-0 Bad Debt Expense --
94-100-0 Loss on Disposal --
------------ ------------ ------------ ------------ ------------
TOTAL OTHER EXPENSES -- -- -- -- --
NET INCOME FROM SUBSIDIARIES (EQUITY METHOD)
96-100-0 Income/loss from UK Subsidiary 203,677.95 128,139.71 128,139.71 (128,139.71) (0.00)
96-200-0 Income/loss from USA Subsidiary 520,748.77 327,618.15 327,618.15 (327,618.15) 0.00
96-300-0 Income/loss from Asia Subsidiary -- -- -- -- --
96-350-0 Income/loss from SE Asia 86,097.21 54,166.25 54,166.25 (54,166.25) 0.00
96-400-0 Income/loss from Australia Subsidiary 26,014.95 16,366.76 16,366.76 (16,366.76) (0.00)
------------ ------------ ------------ ------------ ------------
836,538.88 526,290.87 526,290.87 (526,290.87) (0.00)
CORPORATE TAXES
91-100-0 Income Tax Expense 248,263.75 156,189.92 218,638.60 218,638.60
------------ ------------ ------------ ------------ ------------
TOTAL CORPORATE TAXES 248,263.75 156,189.92 218,638.60 -- 218,638.60
------------ ------------ ------------ ------------ ------------
NET INCOME (LOSS) 1,208,934.50 760,575.75 (131,389.87) 897,277.04 765,,887.18
SCHEDULE H
LEASED PREMISES
1. Xxxxxxx-Xxxxxxx Software Services Ltd., Calgary, Alberta
Lease Agreement: dated August 14, 2001 between the Lessor and the Canadian Vendor.
Lessor: Tillyard Management Inc. for HDL Investments Inc.
Lease Space: 10,220 Square Feet
Lease Expiry: August 31, 2007
2. Xxxxxxx-Xxxxxxx Software Services (U.S.) Inc., Houston, TX
Lease Agreement: dated September 18, 1998 and May 3, 1999 for additional space between the Lessor and
the US Vendor.
Lessor: SynerMark Westchase Ltd.
Lease Space: 3553 Square Feet
Lease Expiry: October 31, 2003
3. Xxxxxxx-Xxxxxxx Software Services Ltd., London, U.K.
Lease Agreement: dated March 30, 1998 between the Lessor and the UK Vendor.
Lessor: Eagle Star Life Assurance Company Limited
Lease Space: 1338 Square Feet
Lease Expiry: March 29, 2003
SCHEDULE I
EMPLOYEES
EMPLOYEE NAME START DATE EMPLOYEE TITLE
SE ASIA
Xxxxxx Xxxxxx 16-Apr-00 General Manager - S.E. Asia
Alexandra Soraya 16-Oct-01 Secretary
(note: paid in Indonesian Rupiah)
LONDON
Xxxx Xxxxxx 01-Oct-93 General Manager - EAME
Xxxxx Xxxxxxxx 01-Oct-93 Office Support
Xxxxxxxxx Hipgrave 01-Sep-95 Office Coordinator
Xxxxxx Xxxxx 22-Jul-96 Senior Projects Geophysicist
Xxxxxxx Xxxxxx 01-Dec-97 Senior Projects Geophysicist
Xxxxx Xxxxx 17-Aug-98 Marketing Specialist
Xxxxxx Xxxxxx 31-Jan-01 Office Assistant
Xxxx East 01-Apr-02 Software Support Geophysicist
Xxxx Xxxxxx 14-Apr-02 Cleaner
HOUSTON
Xxxxx Xxxxxxx 15-Apr-96 General Manager USA & Latin Operations
Xxxxxxxxxxx Xxxx 23-Mar-98 Geoscient Project Manager, Americas
Xxxxxx Xxxxx 01-Apr-99 Geotechnical Specialist
Xxxxxxxx Xxxxxxxx 16-Dec-00 Office Assistant
Xxxxxx Dragon 22-Jan-01 Marketing Assistant
CALGARY
Xxx Xxxxxxx 01-Aug-87 President
Xxxxx Xxxxxxx 01-Aug-87 Vice President
Xxxxxx Xxxxxxx 01-Aug-87 Office Support
Xxxxxx Xxx 01-Apr-89 Software Development Manager
Xxxxxxx Ma 01-Aug-90 Senior Geophysical Programmer
Xxx Xxxxxxxx 01-Aug-87 Senior Geophysical Programmer
Nic Martini 18-Jan-88 Senior Applications Programmer
Xxxxxx Xxxxxxx 15-Feb-94 Geophysical Applications Programmer
Xxxx Xxxx 15-Jun-93 Senior Applications Programmer
Xxxxxxxx Xxx 01-Nov-96 Geophysical Applications Programmer
Xxxxx Xxxxxxx 29-Sep-97 Geophysical Applications Programmer
Xxxxxxx Xxxx 18-Jan-99 Applications Programmer
Xxxxxxx Xxxx 13-Dec-00 System Support Administrator/Progrmr
Xxxxx Xx 16-Nov-01 Intermediate Application Programmer
Xxxx Xxxxx 26-Nov-01 Applications Programmer
-2-
EMPLOYEE NAME START DATE EMPLOYEE TITLE
Xxxxxxx Xxxxxxxx 03-Dec-01 Applications Programmer
Xxx Xxxxxxxx 01-Jul-96 Corporate Accountant
Xxxxxx Xxxxxxxxx (part-time) 01-Dec-97 Accounting Assistant
Xxxxxx Xxxxx 18-Jan-01 Administrative Assistant
Xxxxx Xxxxxxxx 22-Jan-01 Administrative Assistant
Xxxxxxxx Xxxxx 29-Apr-02 Accounting Assistant
Xxxxx Xxxxxxx 10-Dec-98 Senior Research Geoscientist
Xxx Xxxxxx-Xxxxxxx (part-time) 10-Dec-98 Project Geoscientist
Xxxxx Xxxxxxxx subcontracting 19-Jun-00 Senior Consulting Geophysicist
Xxxxx Xxxxxxx 11-Feb-02 Support Geoscientist
Other US-based Employees
Xxxxxx Xxxxx 22-Nov-99 Senior Research Geoscientist
Xxxx Xxxxxx (Casual) 28-Mar-02 Research Geoscientist Assistant
Xxx Xxxxxxxx 18-Jun-90 Technical Support Manager
Xxx Xxxxxx 01-Nov-00 Senior Research Geoscientist
Xxxxxx Xxxxxxxxxxx 01-Sep-01 Technical Support Geophysicist
SUBCONTRACTING
Xxxxx Xxxxxxx 20-May-97 Special Project Geophysicist
Xxxx Xx 01-Jun-97 Geophysical Programmer Consultant
SCHEDULE J
FORM OF VENDORS' SOLICITORS' OPINION
August 21, 2002
Xxxxxxx-Xxxxxxx Limited Partnership
Veritas Geophysical Corporation
Veritas DGC Ltd. (an Alberta corporation)
Veritas DGC Australia Pty Limited
Veritas DGC Ltd. (an English and Wales corporation)
(collectively, the "PURCHASERS" or "YOU")
Dear Sirs:
SUBJECT: SALE OF ASSETS OF XXXXXXX-XXXXXXX SOFTWARE SERVICES LTD. TO
XXXXXXX-XXXXXXX LIMITED PARTNERSHIP
We act as counsel to Xxxxxxx-Xxxxxxx Software Services Ltd.
(an Alberta corporation) (the "CANADIAN VENDOR") with respect to the sale of all
or substantially all of the assets of the Canadian Vendor to Xxxxxxx-Xxxxxxx
Limited Partnership (the "CANADIAN PURCHASER") pursuant to an
asset sale
agreement dated August 15, 2002 among
Veritas DGC Inc., the Canadian Purchaser,
Veritas Geophysical Corporation, Veritas DGC Ltd., Veritas DGC Australia Pty
Limited, the Canadian Vendor, Xxxxxxx-Xxxxxxx Software Services (U.S.) Inc.,
Xxxxxxx-Xxxxxxx Software Services Ltd. (an English and Wales corporation),
Xxxxxxx-Xxxxxxx Software Services Pty Ltd., Xxxxxxx Investments Ltd.("XXXXXXX
INVESTMENTS"), Xxxxxxx Seismic Training Ltd. ("XXXXXXX SEISMIC"), Xxxxxx
Xxxxxxx, Xxxxx Xxxxxxx and XXXX Industries Ltd. ("XXXX") (the "
ASSET SALE
AGREEMENT").
All terms used herein beginning with initial capital letters
which are not defined herein and which are defined in the
Asset Sale Agreement
shall have the meanings ascribed to them in the
Asset Sale Agreement unless the
context otherwise requires. This opinion is furnished to you pursuant to section
7.1(e) of the
Asset Sale Agreement.
We have examined such documents and have considered such
questions of law as we have considered relevant and necessary as a basis for the
opinions hereinafter set forth. As to various questions of fact material to such
opinions and which were not independently established, we have relied upon
certificates of public officials and of officers of the Canadian Vendor, copies
of which have been delivered to you today. For the purposes of this opinion we
have assumed the genuineness of all signatures and the authenticity of all
documents submitted to us as originals, the conformity to authentic originals of
all documents submitted to us as certified, conformed, notarial or true copies
or reproductions or facsimiles thereof, the identity, capacity and authority of
all individuals acting or purporting to act as public officials and registry
agents, and that all certificates of public and registry agents are accurate,
and the veracity of all information contained in all documents.
-2-
As counsel for the Canadian Vendor and jointly with Xxxxxxx
Xxxxx LLP, counsel for the Canadian Purchaser, we have participated in the
preparation of the
Asset Sale Agreement.
We have also assumed that the
Asset Sale Agreement has been
duly authorized, executed and delivered by all parties thereto other than the
Canadian Vendor, that such parties had the capacity to do so, and that such
agreement constitutes a legal, valid and binding obligation of all parties
thereto other than the Canadian Vendor and are enforceable in accordance with
their respective terms against all parties thereto other than the Canadian
Vendor, subject to the qualifications on enforceability referred to herein.
For the purpose of the opinions expressed below, the
expression "TO OUR KNOWLEDGE" means the conscious awareness of facts or other
information known to the lawyers in our firm who directly participated in the
preparation of the
Asset Sale Agreement and no special inquiry, investigation or
other diligence has been performed to determine the existence or the absence of
the facts qualified by such phrase.
We are qualified to practice law in the Province of Alberta
and our opinion herein is restricted to the laws of such Province and the
federal laws of Canada applicable therein.
Based upon and subject to the foregoing and subject to the
qualifications hereinafter expressed, we are of the opinion that:
1. the Canadian Vendor has been duly incorporated and is a valid and
subsisting corporation under the laws of the Province of Alberta;
2. Xxxxxxx Investments has been duly incorporated and is a valid and
subsisting corporation under the laws of the Province of Alberta;
3. Xxxxxxx Seismic has been duly incorporated and is a valid and
subsisting corporation under the laws of the Province of Alberta;
4. Xxxx has been duly incorporated and is a valid and subsisting
corporation under the laws of the Province of Alberta;
5. the Canadian Vendor has all requisite corporate power and authority to
carry on its business as now conducted by it and to own or lease its
properties or assets;
6. the Canadian Vendor has full corporate power and authority to enter
into and perform its obligations under the Asset Sale Agreement;
7. Xxxxxxx Investments has full corporate power and authority to enter
into and perform its obligations under the Asset Sale Agreement;
8. Xxxxxxx Seismic has full corporate power and authority to enter into
and perform its obligations under the Asset Sale Agreement;
9. Xxxx has full corporate power and authority to enter into and perform
its obligations under the Asset Sale Agreement;
-3-
10. the Asset Sale Agreement has been duly authorized, executed and
delivered by the Canadian Vendor and constitutes a legal, valid and
binding obligation of the Canadian Vendor enforceable against the
Canadian Vendor in accordance with its respective terms;
11. the Asset Sale Agreement has been duly authorized, executed and
delivered by the Xxxxxxx Investments and constitutes a legal, valid and
binding obligation of Xxxxxxx Investments enforceable against Xxxxxxx
Investments in accordance with its respective terms;
12. the Asset Sale Agreement has been duly authorized, executed and
delivered by Xxxxxxx Seismic and constitutes a legal, valid and binding
obligation of Xxxxxxx Seismic enforceable against Xxxxxxx Seismic in
accordance with its respective terms;
13. the Asset Sale Agreement has been duly authorized, executed and
delivered by Vada and constitutes a legal, valid and binding obligation
of Vada enforceable against Vada in accordance with its respective
terms; and
2. the execution and delivery of the Asset Sale Agreement by each of the
Canadian Vendor, Hampson Investments, Russell Seismic and Vada
(collectively, the "RELEVANT PARTIES") and the performance of and
compliance with the terms of the Asset Sale Agreement by each of the
Relevant Parties does not and will not result in a breach of, or
constitute a default under, and do not and will not create a state of
facts which, after notice or lapse of time or both, will result in a
breach of or constitute a default under:
(a) any applicable laws which are material to the Relevant Parties
and their operations,
(b) any term or provision of the articles, by-laws or resolutions
of the directors or shareholders of each of the Relevant
Parties,
(c) to our knowledge, except as described in the Asset Sale
Agreement or related documents delivered to the Purchasers by
the Vendors herewith, any mortgage, note, indenture, contract,
agreement (written or oral), instrument, lease or other
document to which any Relevant Party is a party or by which it
is bound on the date hereof, or
(d) to our knowledge, any judgment, decree, order, statute, rule
or regulation in the Province of Alberta applicable to the
Relevant Parties,
which default or breach might reasonably be expected to materially
adversely affect the business, operations, capital or condition
(financial or otherwise) of the Canadian Vendor (taken as a whole) or
its properties or assets.
The opinions expressed herein with respect to the legality,
validity, binding effect and enforceability of the terms of agreements and
documents is subject to the qualification that such legality, validity, binding
effect and enforceability may be limited by:
-4-
(a) applicable bankruptcy, insolvency, moratorium, reorganization
or other laws affecting creditors' rights generally;
(e) equitable remedies, including the remedies of specific
performance and injunctive relief, being available only in the
discretion of the applicable court;
(f) the statutory and inherent powers of a court to grant relief
from forfeiture, to stay execution of proceedings before it
and to stay executions on judgments;
(g) the applicable laws regarding limitations of actions;
(h) the fact that the enforceability of provisions which purport
to sever any provision which is prohibited or unenforceable
under applicable law without affecting the enforceability or
validity of the remainder of such document would be determined
only in the discretion of the applicable court;
(i) the fact that the enforceability of provisions exculpating a
party from liability or duty otherwise owed by it may be
limited under applicable law; and
(j) the fact that rights of indemnity and contribution may be
limited or unavailable under applicable law.
This opinion is being provided for the sole benefit of the
addressees hereof in connection with the transaction referred to above and may
not be relied upon or distributed to any other person or entity or for any other
purpose without our express prior written consent. This opinion is given as at
the date hereof and we disclaim any obligation or undertaking to advise any
person of any change in law or fact that may come to our attention after the
date hereof.
Yours truly,
SCHEDULE K
EXCLUDED EMPLOYEES
Nil
SCHEDULE L
FORM OF JOINT NOTICE OF TERMINATION AND
OFFER OF EMPLOYMENT
August __, 2002
[INSERT NAME OF EXISTING EMPLOYEE]
Dear Sir/Madam:
RE: SALE BY HAMPSON-RUSSELL SOFTWARE SERVICES LTD. AND ITS AFFILIATES
(COLLECTIVELY, "HAMPSON-RUSSELL") OF SOFTWARE BUSINESS
Hampson-Russell has agreed to sell its software business to Hampson-Russell
Limited Partnership and its affiliates in applicable jurisdictions
(collectively, the "Purchaser") effective on August 1, 2002.
As an employee of Hampson-Russell, you are hereby terminated by Hampson-Russell
and you are hereby offered employment by the applicable Purchaser. All aspects
of your employment, including your position and responsibilities will be
unchanged. Your remuneration will be the same as the remuneration you are
currently being paid by Hampson-Russell, and the employment benefits currently
offered to you by Hampson-Russell will be replaced by the Purchaser's standard
benefits package. The Purchaser will recognize all prior years of service at
Hampson-Russell. A copy of the Purchaser's standard benefits package is being
concurrently delivered to you.
In order to accept the Purchaser's offer of employment you must sign this letter
below and the attached Confidentiality and Intellectual Property Agreement and
return both to Daniel Hampson no later than August 16, 2002.
Your termination by Hampson-Russell and the offer of employment by the Purchaser
are conditional on the closing of the sale transaction.
-2-
We look forward to working with you in the future.
Yours truly,
HAMPSON-RUSSELL SOFTWARE
SERVICES LTD.
Per:
---------------------------------------------
Daniel Hampson
HAMPSON-RUSSELL LIMITED PARTNERSHIP, BY ITS GENERAL PARTNER
HAMPSON-RUSSELL GP INC. (CANADIAN PURCHASER)
Per:
---------------------------------------------
Daniel Hampson
Accepted and agreed August ___, 2002
-----------------------------
-----------------------------
PRINT NAME
SCHEDULE M
SOFTWARE
AVO is designed to estimate the lithology and fluid content of reservoir rocks
using the analysis of seismic amplitude variations with offset.
eLOG is designed to graphically correct, transform and display well log data.
EMERGE is designed to predict reservoir characteristics using combinations of
seismic attributes and well logs.
GLI3D is used to pick and interpret first breaks from 2D/3D seismic data sets
and derive a near surface geological model using the generalized linear
inversion and tomographic inversion techniques.
ISMAP is designed to quickly and easily apply geostatistical mapping techniques
to multiple data sets, resulting in an enhanced map that honors the
characteristics of each input.
PRO4D is a product that facilitates the interpretation and analysis of
time-lapse seismic data.
STRATA is a 2D/3D modeling and seismic inversion program which transforms
post-stack seismic traces to impedance traces.
PROMC is a program that integrates all the key elements required for
Multi-Component data analysis and interpretation. The program includes a
synthetic toolkit, specialized display features and a library of functions for
the display, comparison, analysis and interpretation of multi-component 3D data
volumes.
SCHEDULE N
FORM OF PURCHASERS' SOLICITORS' OPINION
August 21, 2002
Hampson-Russell Software Services Ltd. (an Alberta corporation)
Hampson-Russell Software Services Ltd. (an England and Wales corporation)
Hampson-Russell Software Services (U.S.) Inc.
Hampson-Russell Software Services Pty Ltd.
Dear Sirs:
RE: SALE OF ASSETS OF HAMPSON-RUSSELL SOFTWARE SERVICES LTD. TO
HAMPSON-RUSSELL LIMITED PARTNERSHIP
We act as counsel to Hampson-Russell Limited Partnership (the "Canadian
Purchaser") with respect to the sale of substantially all of the assets of
Hampson-Russell Software Services Ltd. (the "Canadian Vendor") to the Canadian
Purchaser pursuant to an asset sale agreement dated August 15, 2002 among
Veritas DGC Inc. (a Delaware corporation), the Canadian Purchaser, Veritas
Geophysical Corporation, Veritas DGC Ltd. (an England and Wales corporation),
Veritas DGC Australia Pty Limited, the Canadian Vendor, Hampson-Russell Software
Services (U.S.) Inc., Hampson-Russell Software Services Ltd., Hampson-Russell
Software Services Pty Ltd., Hampson Investments Ltd., Russell Seismic Training
Ltd., Daniel Hampson, Brian Russell and VADA Industries Ltd. (the "Asset Sale
Agreement").
All terms used herein beginning with initial capital letters which are
not defined herein and which are defined in the Asset Sale Agreement shall have
the meanings ascribed to them in the Asset Sale Agreement unless the context
otherwise requires. This opinion is furnished to you pursuant to section 6.1(g)
of the Asset Sale Agreement.
We have examined such documents and have considered such questions of
law as we have considered relevant and necessary as a basis for the opinions
hereinafter set forth. As to various questions of fact material to such opinions
and which were not independently established, we have relied upon certificates
of public officials and of officers of the Canadian Purchaser, copies of which
have been delivered to you today. For the purposes of this opinion we have
assumed the genuineness of all signatures and the authenticity of all documents
submitted to us as originals, the conformity to authentic originals of all
documents submitted to us as certified, conformed, notarial or true copies or
reproductions or facsimiles thereof, the identity, capacity and authority of all
individuals acting or purporting to act as public officials and registry agents,
and that all certificates of public and registry agents are accurate, and the
veracity of all information contained in all documents.
As counsel for the Canadian Purchaser and jointly with Fraser Milner
Casgrain LLP, counsel for the Canadian Vendor, we have participated in the
preparation of the Asset Sale Agreement.
August 21, 2002
Page Two
We have also assumed that the Asset Sale Agreement has been duly
authorized, executed and delivered by all parties thereto other than the
Canadian Purchaser, that such parties had the capacity to do so, and that such
agreement constitutes a legal, valid and binding obligation of all parties
thereto other than the Canadian Purchaser and is enforceable in accordance with
its respective terms against all parties thereto other than the Canadian
Purchaser, subject to the qualifications on enforceability referred to herein.
As used in this opinion, the phrase "to our knowledge" means that the
opinion expressed is based solely on the actual knowledge of the solicitors
currently employed by us or who are partners of Bennett Jones LLP and who are
directly involved in the representation of the Canadian Purchaser on an ongoing
basis, relying on representations as to factual matters including factual
representations contained in the Asset Purchase Agreement without investigation
or special inquiry on our part to verify the accuracy of such representations
and a review of the instruments and other documents identified in this opinion;
however, no facts have come to the attention of said solicitors which have given
us reasonable grounds to question the accuracy of our opinion.
We are qualified to practice law in the Province of Alberta and our
opinion herein is restricted to the laws of such Province and the federal laws
of Canada applicable therein.
Based upon and subject to the foregoing and subject to the
qualifications hereinafter expressed, we are of the opinion that:
3. The Canadian Purchaser has been duly formed and validly exists as a
limited partnership pursuant to the Partnership Act (Alberta).
4. Hampson-Russell GP Inc. (the "General Partner"), the general partner of
the Canadian Purchaser, has been duly incorporated and is a valid and
subsisting corporation under the laws of the Province of Alberta.
5. Veritas Energy Services Inc. ("VESI") has been duly incorporated and is
a valid and subsisting corporation under the laws of the Province of
Alberta.
6. The General Partner has all requisite corporate power and authority to
carry on the business of the Canadian Purchaser as now conducted by it
and to own or lease the properties and assets of the Canadian
Purchaser.
7. The Canadian Purchaser has full partnership power and authority to
enter into and perform its obligations under the Asset Sale Agreement.
8. The Asset Sale Agreement has been duly authorized, executed and
delivered by the Canadian Purchaser and constitutes a legal, valid and
binding obligation of the Canadian Purchaser enforceable against the
Canadian Purchaser in accordance with its respective terms.
August 21, 2002
Page Three
9. The execution and delivery of the Asset Sale Agreement by the Canadian
Purchaser, and the performance of and compliance with the terms of the
Asset Sale Agreement by the Canadian Purchaser do not and will not
result in a breach of, or constitute a default under, and do not and
will not create a state of facts which, after notice or lapse of time
or both, will result in a breach of or constitute a default under:
(a) any applicable laws which are material to the Canadian Vendor
and its operations,
(b) any term or provision of the limited partnership agreement
between the General Partner and VESI regarding the formation
of the Canadian Purchaser,
(c) to our knowledge, any mortgage, note, indenture, contract,
agreement (written or oral), instrument, lease or other
document to which the Canadian Purchaser is a party or by
which it is bound on the date hereof, or
(d) to our knowledge, any judgment, decree, order, statute, rule
or regulation applicable to the Canadian Purchaser,
which default or breach might reasonably be expected to materially
adversely affect the business, operations, capital or condition
(financial or otherwise) of the Canadian Purchaser (taken as a whole)
or its properties or assets.
10. The transfer of the Rights by the Canadian Purchaser to the Canadian
Vendor is exempt from the registration and prospectus requirements of
the Securities Act (Alberta).
11. The issuance of shares of common stock of
Veritas DGC Inc. ("Vertias")
upon the conversion of the Rights in accordance with their terms (the
"Veritas Shares") will not be a distribution within the meaning of the
Securities Act (Alberta), provided that no commission or other
remuneration is paid or given in respect of such issuance except for
administrative or professional services or for services performed by a
registered dealer.
12. The first trade of the Veritas Shares by the Canadian Vendor will not
be a distribution within the meaning of the Securities Act (Alberta),
provided that:
(a) Veritas is and has been a reporting issuer in the Province of
Alberta for the twelve months immediately preceding such
trade;
(b) at least twelve months have elapsed from the date of the
transfer of the Rights to the Canadian Vendor;
(c) the certificates representing the Veritas Shares are endorsed
with the legend required by section 2.5(3)(3) of MI 45-102;
(d) such trade is not a "control distribution" within the meaning
of MI 45-102;
August 21, 2002
Page Four
(e) no unusual effort is made to prepare the market or to create a
demand for the securities that are the subject of the trade;
(f) no extraordinary commission or consideration is paid to a
person or company in respect of the trade;
(g) if the selling security holder is an insider or officer of
Veritas, the selling security holder has no reasonable grounds
to believe that Veritas is in default of securities
legislation; and
(h) such trade is not a "distribution" within the meaning of
section 1(p)(vii) of the Securities Act (Alberta).
The opinions expressed herein with respect to the legality, validity,
binding effect and enforceability of the terms of agreements and documents is
subject to the qualification that such legality, validity, binding effect and
enforceability may be limited by:
(b) applicable bankruptcy, insolvency, moratorium, reorganization
or other laws affecting creditors' rights generally;
(i) equitable remedies, including the remedies of specific
performance and injunctive relief, being available only in the
discretion of the applicable court;
(j) the statutory and inherent powers of a court to grant relief
from forfeiture, to stay execution of proceedings before it
and to stay executions on judgments;
(k) the applicable laws regarding limitations of actions;
(l) the fact that the enforceability of provisions which purport
to sever any provision which is prohibited or unenforceable
under applicable law without affecting the enforceability or
validity of the remainder of such document would be determined
only in the discretion of the applicable court;
(m) the fact that the enforceability of provisions exculpating a
party from liability or duty otherwise owed by it may be
limited under applicable law;
(n) the fact that rights of indemnity and contribution may be
limited or unavailable under applicable law;
(o) Alberta courts will not give a judgment in any currency other
than that of the lawful currency of Canada; and
(p) provisions of such agreements and documents wherein the
parties purport to agree to reach agreements in the future may
not be enforceable.
August 21, 2002
Page Five
This opinion is being provided for the sole benefit of the addressees
hereof in connection with the transaction referred to above and may not be
relied upon or distributed to any other person or entity or for any other
purpose without our express prior written consent. This opinion is given as at
the date hereof and we disclaim any obligation or undertaking to advise any
person of any change in law or fact that may come to our attention after the
date hereof.
Yours truly,
