Schedule A
Health Care Centers of America, Inc.
STOCK EXCHANGE AGREEMENT
Names and Addresses of Stockholders
The person whose names and address appear below constitute the
holders of outstanding stock of the Stockholders' Corporation. Each such person
has subscribed to the Stock Exchange Agreement by executing the Signature Sheet
attached hereto warranting that he or she is the owner of the number of shares
of the Company set forth beside his or her name, that he or she has good title
to such shares, and that he or she transfers such shares to HCCA in exchange for
that number of HCCA shares indicated in the third column:
number and type of shares of HCCA shares to
Stockholders' Corporation be received
name and address transferred to HCCA by Stockholder
---------------- ------------------- --------------
Xxxxxx Xxxxxx 3,196,552 common 23,175,000
Rural Route 1, Box 21 1,000,000 preferred 1,000,000
St. Francisville, IL 62460
By executing the Signature Page and Accession Agreement attached hereto, Xxxxxx
Xxxxxx, the Company's controlling.Stockholder, agrees to the terms set forth in
Section 12 ("Right of First Refusal") and 13 (Hypothecation").
STOCK EXCHANGE AGREEMENT Acquisition of ELF Works,
Ltd.
by Health Care Centers of America, Inc.
THIS AGREEMENT made this 26th day of June, 1996, by and between
Health Care Centers of America, Inc. ("HCCA"), a Nevada corporation with offices
at 0000 Xxxxx Xxxxxxxxx (xxxxx 000-X), Xxxxxxxx Xxxxxxx, XX 00000, and ELF
Works, Ltd. ("ELF"), Nevada corporation located c/o Xxxxxx Xxxxxxx, 0000 Xxxxxxx
Xxxxx, Xxxx, Xxxxxx 00000, and those stockholders identified on Schedule A (the
"Stockholders"), including, but not limited to, Xxxxxx Xxxxxx, Rural Route 0,
Xxx 00, Xx. Xxxxxxxxxxxx, XX 00000, and American Independent Network, Inc., 6125
Airport Freeway (ste. 000) Xxxx Xxxxx, XX 00000 (the "ELF's Controlling
Stockholders"):
Whereas, the authorized capital stock of ELF consists of
11,000,000 shares of preferred stock, par value $.01 per share, of which
11,000,000 are currently issued and outstanding and 4,000,000 shares of common
stock, par value $.01 per share, of which 4,000,000 are currently issued and
outstanding;
WHEREAS, the authorized capital stock of HCCA consists of
9,000,000 shares of capital stock, par value $.001 per share, of which
approximately 395,000,000 are currently issued and outstanding; and
WHEREAS, HCCA and Stockholders agree that it would be to their
mutual benefit for HCCA to acquire all of the outstanding stock of ELF in
exchange for shares of HCCA stock; and
WHEREAS, ELF owns, free and clear of any liabilities, $100,000,000
(One Hundred Million U.S. Dollars) of programming and commercial spot time on
the American Independent Network, Inc. ("A.I.N."), a cable television network,
at A.I.N. rate card rates for time spots selected by ELF (the "CATV Time
Credits"), a copy of same being attached as Schedule B; and
WHEREAS, said CATV Time Credits are without restriction and may be
used, sold, assigned, and transferred without restriction and without limitation
as to time or any other limitations, by or at the direction of ELF or its
assignees; and
WHEREAS, this Agreement is intended to replace and supersede any
and all previous agreements or writings between HCCA and ELF;
NOW, THEREFORE, for good and valuable consideration, the
sufficiency and receipt of which is hereby acknowledged, the parties agree as
follows: e
1. Exchange of Shares. (a) HCCA agrees to acquire 95% of ELF's
outstanding shares of stock (the "ELF Shares"), in exchange for 40,000,000
(Forty Million) shares of HCCA's authorized but unissued common stock (par value
$.001 per share) (the "HCCA Shares").
(b) All HCCA Shares issued as pursuant to this Agreement shall be
fully paid and non-assessable and shall be issued in full satisfaction of all
rights pertaining to the shares of stock exchanged therefor.
2. Closing. Upon execution of this Agreement, the Stockholders
shall deliver a signed copy of this Agreement to HCCA together with certificates
for all the ELF Shares.
3.Representations and Warranties of ELF. In consideration of $1.00
and other good and valuable consideration, receipt of which is hereby
acknowledged, ELF hereby represents and warrants as follows:
(a) ELF is the exclusive owner of the CATV Time Credits, free and
clear of any liens or encumbrances
(b) The CATV Time Credits are in an amount of $100,000,000 (One
Hundred Million U.S. Dollars); and such CATV Time Credits are without restric
tion and may be used, sold, assigned, transferred without restriction and
without limitation as to time or any other limitations, by or at the direction
of ELF or its assignee.
(c) There are 4,000,000 (Four Million) Shares of ELF's common
stock outstanding and $11,000,000 of preferred stock convertible , all of which
are owned beneficially and of record by the Stockholders as indicated on
Schedule A. There are no other Shares of stock of any kind or description issued
or outstanding. Except as indicated in this paragraph (c) of Section 3, there
are no existing options, warrants, calls, commitments or other agreements to
which ELF a party which would require, and there are no convertible securities
of ELF outstanding which upon conversion would require, the issuance of any
additional shares of capital stock or other securities convertible into shares
of ELF's capital stock.
(d) ELF is duly incorporated and in good standing under the laws
of Nevada.
(e) Except for the agreement with A.I.N. for the CATV Time
Credits, ELF has no contracts with any person, corporate or otherwise, including
employment agreements, contracts to purchase goods or equipment, maintenance
agreements, guarantees, or other agreements or any nature whatsoever.
(f) ELF has no indebtedness to any bank, individual, or other
entity, and none of its assets are subject of any lien or attachment.
(g) ELF has no subsidiaries.
(h) ELF does not own or lease any real estate.
(i) ELF's officers and directors are as set forth on Schedule C.
(j) ELF's financial statements (the "ELF Financial Statements")
are attached as Schedule D. The balance sheet and related statements accurately
set forth the financial condition of ELF as of said date, and of the results of
operations for the period involved, prepared in conformity with generally
accepted accounting principals consistently applied.
(k) ELF is not a defendant (or plaintiff, against whom a
counterclaim has been asserted) in any litigation, pending or threatened; nor
has any material claim been made or asserted against ELF or Stockholders; and
there are no proceedings threatened or pending before any federal, state, or
municipal government, or any department, board, body or agency thereof,
involving ELF or Stockholders except as discussed fully on Schedule E.
(1) ELF has good and marketable title to (1) the CATV Time
Credits, and (2) except for property and assets disposed of since the date of
the balance sheetincluded in the ELF Financial Statements in the usual and
ordinary course of business, all of its other property and assets, subject to no
mortgages, pledges, liens or other encumbrances except as disclosed in such
balance sheet or in Schedule D attached hereto.
(m) As of the date hereof, ELF has no obligations, liabilities or
commitments, contingent or otherwise, or a material nature which were not
provided for, except as set forth in the balance sheet included in the ELF
Financial Statements or in Schedule D.
(n) ELF is not in default under any agreement to which it is a
party nor in the payment of any of its obligations.
(o) Between the date of the balance sheet included in the ELF
Financial Statements and the closing, ELF will not have (i) paid or declared any
dividends on or made any distributions in respect of, or issued, purchased or
redeemed, any of the outstanding shares of its common stock, or (ii) made or
authorized any changes in its Certificate of Incorporation or in any amendment
to its bylaws, or (iii) made any commitments or disbursements or incurred any
obligations or liabilities of a substantial nature which are not in the usual
and ordinary course of business, or (iv) mortgaged or pledged or subjected to
any lien, charge or other encumbrance of its assets, tangible or intangible,
except in the usual and ordinary course of its business, or (v) sold, leased, or
transferred or contracted to sell lease, or transfer any assets, tangible or
intangible, or entered into any other transactions, except in the usual and
ordinary course of business, or (vi) made any loan or advance to any stockholder
of ELF or to any other person, firm, or corporation except in the usual and
ordinary course of business, or (vii) entered into or made any material change
in any existing employment agreement.
(p) ELF has timely filed (or timely filed necessary extensions)
with the appropriate governmental authorities all tax and other returns required
to be filed by it, and such returns are true and complete, and all taxes shown
thereon to be due have been paid. All material federal, state, local, county,
franchise, sales, use, excise, and other taxes assessed or due have been duly
paid, and no reserves for unpaid taxes have been set up or required on the basis
of the facts and in accordance ' with generally accepted accounting principles.
(q) ELF is not subject of any order, writ, injunction, or decree
of any court or federal, state, municipal or other governmental department,
commission, board, bureau, agency or instrumentality, and there are no actions,
suits, claims, proceedings or investigations pending or to the knowledge of its
president, threatened against or affecting ELF, at law or in equity, or before
or by any federal, state, municipal or other governmental department,
commission, board, bureau, agency or instrumentality, domestic or foreign. '
(r) The Shares, when delivered to HCCA in accordance with the
terms hereof, will be fully paid, validly issued and nonassessable, and will
have the right to vote proportionate to the number of shares outstanding.
(s) ELF has delivered to HCCA complete and correct copies of its
Articles of Incorporation and Bylaws (or equivalent documents), together with
all amendments thereto.
(t) This Agreement has been duly and validly authorized and
approved by all necessary corporate action and, assuming execution and delivery
by HCCA and the Stockholders, this Agreement constitutes ELF's legal, valid and
binding obligation
enforceable against it in accordance with its terms, and the execution and
performance of this Agreement will not violate, or result in a breach of, or
constitute a default in, any agreement, instrument, judgment, order or decree to
which ELF is a party, or to which it is subject, nor will such execution and
performance constitute a violation of or conflict with any fiduciary obligation
to which it is subject.
4. Representations and Warranties of Selling Stockholders.
Stockholders represent and warrant to HCCA as follows:
(a) Stockholders own and will deliver all the outstanding shares
of ELF (the "ELF Shares"), beneficially and of record, free and clear of any
lien, trust, encumbrance, or other claim by any other person, and such Shares
are fully paid and non assessable, and entitled to vote on all matters presented
for a stockholder vote.
(b) All representations and warranties of ELF set forth in Section
3 above, are true and correct, including but not limited to ELF's representation
that it is the sole owner of the CATV Time Credits, which are without
restriction and may be used, sold, assigned, transferred without restriction and
without limitation as to time or any other limitations, and such credits may be
transferred to and used by HCCA.
(c) This Agreement has been duly executed by the Stockholders, and
the execution and performance of this Agreement will not violate, or result in a
breach of, or constitute a default in, any agreement, instrument, judgment,
order or decree to which they or either of them is a party, or to which they or
either of them is subject, nor will such execution and performance constitute a
violation of or conflict with any fiduciary obligation to which they or either
of them is subject.
(d) ELF is not indebted to any of the Stockholders for any debt
whatsoever, including unpaid salary, bonuses, or rent.
(e) Stockholders have had the opportunity to ask questions and
receive answers concerning the terms and conditions of the exchange and to
obtain any additional information she required to verify the accuracy of the
information furnished.
(f) Stockholders are acquiring the HCCA Shares for their own
account for investment purposes only, and not with a view to the sale or
disposition thereof.
5. Representations and Warranties of HCCA. HCCA represents and
warrants to the Stockholders that:
(a) HCCA is a corporation duly organized and validly existing and
in good standing under the laws of the State of Nevada, and is qualified to
transact business in any other state in which the conduct of its business so
requires.
(b) HCCA has an authorized capitalization of 900,000,000 shares of
common stock and 200,000,000 share of preferred stock, of which approximately
395,000,000 shares of common stock have been issued and are outstanding. There
are no shares of preferred stock issued or outstanding.
(c) HCCA has delivered to Stockholders its balance sheet as of
December 31, 1995, prepared by Xxx Xxxxxxxxxx, CPA. These financial statements
and the accompanying footnotes are a fair representation of management's belief
as to valuations of HCCA's assets, but such balance sheet will be subject to
audit by new accountants being retained, and there can be no assurance that such
audit will not result in revised valuations for HCCA's properties.
(d) Except for property and assets disposed of since the date of
such balance sheet in the usual and ordinary course of business, and except for
properties subject to the condition that HCCA's stock be registered under the
Securities Act of 1934, HCCA has good and marketable title to all of its
property and assets, subject to no mortgages, pledges, liens or other
encumbrances except as disclosed in such balance sheet or in Schedule F attached
hereto.
(e) As of the date hereof, HCCA has no obligations, liabilities or
commitments, contingent or otherwise, of a material nature which were not
provided for, except as set forth in the balance sheet referred to in item (c)
above or in Schedule E.
(f) HCCA is not subject of any order, writ, injunction, or decree
of any court or federal, state, municipal or other governmental department,
commission, board, bureau agency or instrumentality, and there are no actions,
suits, claims, proceedings or investigations pending or to the knowledge of its
president, threatened against or affecting HCCA at law, or in equity, or before
or by any federal, state, municipal or other governmental department,
commission, board, bureau agency or instrumentality, domestic or foreign.
(g) It is planned that the acquisition and operation of
mufti-disciplinary health care practices providing "one stop health care", will
be HCCA's primary business, but HCCA's current assets consist of gold
concentrate and gold mining properties in Arizona and Nevada, a license to
manufacture and market a medical waste disposal system, a musicians' consulting
company, contracts for the acquisition of real estate, two remedial learning
centers in Toronto, and other assets unrelated to health care. HCCA is currently
a development stage company and has not had any revenues to date.
(h) Some of HCCA's shares are quoted on NASDAQ's "Bulletin Board"
under the symbol "HCCA".
6. Documents to Be Exchanged. (a) Prior to July 24, 1996,
Stockholders shall deliver the following documents to HCCA:
(i) A certificate issued by the appropriate governmental authority
evidencing that ELF is in good standing; and
(ii) An opinion of counsel for Stockholders and ELF confirming
that:
(A) ELF is duly organized, validly existing, and in good
standing under the laws of the state of Nevada, and has the
corporate power to own its properties and carry on its business as
now being conducted; ( B) The outstanding shares of ELF's common
stock have been duly authorized and validly issued, and are
non-assessable;
(C) The Agreement has been duly executed and delivered by the
Stockholders and ELF and is legally and validly binding upon them
in accordance with its terms;
(D) The execution and delivery of this Agreement, the
consummation of the transactions herein contemplated and
compliance with the terms and provisions of this Agreement by ELF
and the Stockholders will not breach any statute or any regulation
or conflict with or result in a breach of ELF's Articles of
Incorporation or bylaws, or any of the terms, conditions, or
provisions of any agreement or instrument known to said counsel to
which ELF or the Stockholders is a party or is bound;
(E) There are no options, agreements, or commitments of any
kind relating to the issuance of common stock approved by ELF's
board of directors or, to such counsel's best knowledge and
belief, otherwise binding on ELF, and to his best knowledge and
belief, Stockholders are not a party to any agreement giving
anyone an option or other right to purchase shares of ELF's common
stock;
(F) To the best of his knowledge, there is no litigation,
proceedings, claim or governmental investigation pending or
threatened against of relating to ELF, its properties or business;
and
(G) Upon transfer of the ELF Shares in accordance with this
Agreement, HCCA will have title to such stock free of any liens,
encumbrances, claims or other limitations thereon, except for
restrictions imposed by federal or state securities laws and
regulations; and
(iii) Resignations of all ELF's officers and directors.
(b) Prior to July 24, 1996, HCCA shall deliver the following
documents to Stockholders a copy of a resolution of its board of directors
approving the exchange of stock contemplated hereby.
7. Indemnities. (a) Stockholders agree to indemnify HCCA, its
successors and assigns ("HCCA") and hold HCCA harmless from any and all loss,
liability, or damage, including reasonable attorney's fees and expenses, arising
out of or resulting from the assertion against HCCA of any claims, debts or
obligations, fixed, contingent or otherwise, including federal, state, and local
tax obligations attributable to periods prior to this date, except to the extent
reserved against in the balance sheet included in the ELF Financial Statements.
HCCA shall give Stock holders prompt notice of the assertion of any such claim,
and HCCA shall afford Stockholders an opportunity to participate with counsel of
their own choosing, at their own expense in the defense or other contest
thereof. In connection therewith, HCCA shall afford Stockholders access to such
books and records of ELF and HCCA as may be reasonably required.
(b) HCCA agrees to indemnify Stockholders, their heirs and assigns
and hold them harmless from any and all loss, liability, or damage, including
reasonable attorney's fees and expenses, arising out of the breach of any of
HCCA's representations and warranties contained in this Agreement.
8. Finders. The parties each represent to the other that no finder
or agent has been retained in connection with the transaction contemplated by
this Agreement.
9. Access to Records; Cooperation. (a) During the period between
the date of this Agreement and the Closing, HCCA, Stockholders and ELF shall
each afford representatives of the other party free access to HCCA's, ELF's, and
A.I.N.'s offices, records, minutes of meetings, files, books of account, and tax
returns, under such circumstances as will not unreasonably interfere with the
normal operations of ELF and HCCA.
(b) ELF and the Stockholders agree to assist HCCA in such ways as
HCCA may reasonably request to realize the value represented by the CATV Time
Credits which are ELF's principle asset.
10. Board and Stockholder Approvals. The parties further recognize
that this and all subsequent agreements regarding this transaction are subject
to the approval of the boards of directors of HCCA and ELF. The parties hereby
certify that on or before July 24, 1996, each party shall provide the other with
a certified copy of the resolution of the Board of Directors of the respective
parties to this Agreement.
11. Transferability. The Stockholders recognize that the HCCA
Shares to be transferred to them have not been registered under the Securities
Act of 1933 (the "Securities Act") or the securities laws of any state, and will
bear customary legends to the effect that they may not be transferred without an
opinion of counsel satisfactory to HCCA that such transfer is consistent with
applicable securities laws.
12. Right of First Refusal. It is understood and agreed that, for
a period of five years, HCCA shall have a right of first refusal with respect to
the HCCA Shares to be issued ELF's Controlling Stockholders. In the event an ELF
Controlling Stockholder shall receive a bona fide offer from a ready, willing,
and able buyer to purchase such Stockholder's HCCA Shares during such period,
then such Stockholder shall first notify HCCA in writing of such offer and his
or her desire to sell, stating the name of such offeror, the price at which such
Shares are to be sold, and the terms of payment, and HCCA shall have twenty (20)
days in which to offer to purchase such Shares or any of them at the same price
and on the same terms, or if the market price of such shares is less, then at
the market price which would be applicable to such shares (discounted by 30% if
unregistered), closing on such purchase to be made in sixty (60) days. In the
event HCCA shall decline to pur chase such Shares, the Stockholder shall have
ninety (90) days in which to effect such transaction to the named offeror at the
stated price or higher, after which it shall be required to again give HCCA
notice and a right of first refusal.
13. Hypothecation. ELF's Controlling Stockholders agree that, for
a period of two years following this Agreement, they may not and neither of them
may hypothecate its or her shares of HCCA's stock without giving HCCA two weeks
prior written notice of such transaction.
14. Notices. (a) Any notice or delivery to HCCA required or
permitted by this Agreement shall be deemed to have been sufficiently given if
sent by registered or certified mail, postage prepaid, addressed to
Health Care Centers of America, Inc.
0000 Xxxxx Xxxxxxxxx (xxx 000-X)
Xxxxxxxx Xxxxxxx, XX 00000
(b) Any notice or delivery to ELF required or permitted by this
Agreement shall be deemed to have been sufficiently given if sent by registered
or certified mail, postage prepaid, addressed to
Xxx. Xxxxxx Xxxxxx
Rural Xxxxx 0, Xxx 00
Xx. Xxxxxxxxxxxx, XX 00000
(c) Any notice or delivery to the Stockholders required or
permitted by this Agreement shall be deemed to have been sufficiently given if
sent by registered or certified mail, postage prepaid, addressed to each of the
Stockholders at their addresses as set forth on Appendix A.
(d) Notice shall also be effective if sent by registered or
certified mail, postage prepaid, addressed to such other address of which the
recipient may have notified the sender in writing. All notices shall be deemed
given as of the date of receipt.
14. Further Assurances. Each party hereto agrees to take any
further action necessary or expeditious to carry out the provisions of this
Agreement.
15. Supersession. This Agreement supersedes all prior agreements
and understandings between the parties and may not be changed or terminated
orally, and no attempted change, termination or waiver of any of the provisions
hereof shall be binding unless in writing signed by the parties hereto.
16. Arbitration. Any controversy or dispute arising out of or in
connection with this Agreement, its interpretation, performance, or termination
which the parties are unable to resolve within 90 days after written notice by
one party to the other of the existence of such controversy or dispute, shall be
submitted to arbitration in accordance with the rules of the American
Arbitration Association. Such arbitration shall take place in Chicago, Illinois,
before three arbitrators appointed by the American Arbitration Association. The
arbitrator shall render a written decision with the reasons therefor within
three months from the date the arbitration is concluded.
17. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Illinois.
WITNESS the hands of the undersigned officers of the parties
hereto, duly authorized thereunto, as of the day and year aforesaid.
ELF Works, LTD.
by /s/Xxxxxxxxx Xxxxxx by:/s/Xxxxxx Xxxxxx
------------------- ----------------
Xxxxxxxxx Xxxxxx, Secretary Xxxxxx Xxxxxx, President
Attest: HEALTH CARE CENTERS
OF AMERICA, INC.
by /s/Xxxxx Xxxxxxxx by by /s/Xxxxxxx X. Xxxxxxx
-------------------- ---------------------
Xxxxx Xxxxxxxx, Secretary Xxxxxxx X. Xxxxxxx, CEO/President
Health Care Centers of America, Inc.
STOCK EXCHANGE AGREEMENT
INDEX to SCHEDULES
Schedule
--------
A Names and Addresses of Stockholders
B Copy of CATV Trade Credit from A.I.N. C ELF's Officers and Directors D ELF's
Financial Statements E ELF Disclosures not Included in ELF Financial Statements
F HCCA Disclosures not Included in HCCA Financial Statements G Signature Page
and Accession Agreement
Schedule A
Health Care Centers of America, Inc.
STOCK EXCHANGE AGREEMENT
Names and Addresses of Stockholders
The person whose names and address appear below constitute the
holders of outstanding stock of the Stockholders' Corporation. Each such person
has subscribed to the Stock Exchange Agreement by executing the Signature Sheet
attached hereto warranting that he or she is the owner of the number of shares
of the Company set forth beside his or her name, that he or she has good title
to such shares, and that he or she transfers such shares to HCCA in exchange for
that number of HCCA shares indicated in the third column:
number and type of shares of HCCAs shares to be
Stockholders' Corporation received
name and addres transferred to HCCA by Stockholder
--------------- ------------------- --------------
American Independent 10,000,000 preferred 10,000,000
Network, Inc.
0000 Xxxxxxx Xxxxxxx
(xxx. 000)
Xxxx Xxxxx, XX 00000
By executing the Signature Page and Accession Agreement attached hereto,
American Independent Network, Inc., agrees to the terms set forth in Section 12
("Right of First Refusal") and 13 (Hypothecation").
Name ELF Cert # HCCA Shares Ratio ELF Shares
Xxxxx Xxxx C-2 10,000 0.0003448 1,379
t3utlon Xxxxxxxx C-3 5,000 0.0001724 690
Xxxx Xxxxxx C-4 15,000 0.0005172 2,069
Xxxxxxxx Xxxxxxx C-5 15,000 0.0005172 2,069
Xxxxxxxx Xxxx C-46 15,000 0.0005172 2,069
Xxxx Xxxx C-6 5,000 0.0001724 690
Xxxxxx Xxxxx C-7 20,000 0.0006897 2,758
Xxxxxxx Xxxxxxx C-8 20,000 0.0006897 2,759
Xxxxxxx Xxxxx C-9 80.000 0.0027586 11.034
Xxxxx Xxxxxxxxx C-10 10,000 0.0003448 1,379
Xxxx Xxxxxxxxx C-11 15,000 0.0005172 2,069
Xxx Xxxxxx C-12 20,000 0.0006897 2,759
Xxxx Xxxxxxx C-13 25,000 0.0008621 3.448
Xxxxx Xxxxxxx C-14 15,000 0 0005172 2,068
Xxxxxxx Xxxx C-15 15,000 0.0005172 2,069
Omni Asset Management Trust C-39 1,600,000 0.0551724 220,690
Xxxxxx Xxxxxx C-16 300,000 0.0103448 00,000
Xxxxxx X. Xxxxxxxx X-1 150,000 0.0051724 20,690
Xxxxxxx & Xxxxxx Xxxxx C-17 40,000 0.0013793 5,517
Xxxxx Xxxxxx C-18 1,000,000 0.0344828 137,931
Xxxxxxxxx Xxxxxx C-19 1.000,000 0.0344828 137.931
XxxxXxxxx Xxxxxxxxx C-20 1,000,000 0 0344828 137.931
Xxxxxx Xxxxxxxx C-21 15,000 0 0005172 2,069
Xxxxxxx Xxxxxx C-22 10,000 0.0003448 1,379
Xxx Xxxxxxxx C-24 15,000 0.0005172 2,069
Xxxx Xxxxxxxx C-25 20.000 0.0006897 2,759
Xx Xxxxxxxx C-26 20,000 0 0006897 2,759
Rink Xxxxx C-28 20.000 0 0006897 2, 759
Xxxx Xxxx C-29 10.000 0 0003448 1,379
Xxxxxxxxx Xxxxxxx C-30 10.000 0.0003448 1,379
Xxxxxx Xxxxxx C-31 10,000 0.0003448 1,379
Xxxxxx Xxxxxx Xxxxxxx C-32 15,000 0.0005172 2,069
Xxxxxx Xxxxx C-33 10.000 0.0003448 1,379
Xxxxxxx Xxxxxx C-34 15,000 0.0005172 2,069
Xxxxx Xxxxxxx Xxxxxx C-37 100,000 0.0034483 13,793
Xxx X0x00xXx Xxxxxx C-38 100,000 0.0034483 13,793
X. Xxxxxx XxXxxxxxx C-41 30.000 0.0010345 4,138
Xxx Xxxxxx C-42 15,000 0.0005172 2,069
Xxxxxxx X. Xxxxxx C-43 10,000 0.0003448 1,379
Xxxxxx Xxxxxxx C-44 20,000 0.0006897 2,759
Xxxxx Xxxxxxx C-45 5,000 0.0001724 690
Xxxxxx Xxxxxx C-40 23,175,000 0.7991379 3,196,55
Sub Total 29,000,000, 1,000,000 4,000,000
ELF Works 10,000,000
Mojave Media P-44-1 0 .000.000 7,200.000
Omni Asset Management
Trust P-44-2 1.400.000 1,400,000
Xxxx Xxxxxxx P-44-3 1,000.000 1,000,000
Xxxx Xxxxxxx P-44-4 400,000 400.000
Xxxxxx Xxxxxx P-4 1.000,000 1.000,000
Total 40,000,000 15,000,000
HCCA
November 8,1996
Ms. 11onka Harezi
ELFWORKS. Ltd.
Rural Route 1, Xxx 00
Xx. Xxxxxxxxxxxx, XX, 00000
Re: Stock Exchange Agreement ELFWORKS, Ltd (ELF)/
Health Care Centers of America, Inc. (HCCA) - Amendment
Via Facsimile: 9618) 948-2650
Dear Xxxxxx:
As we have discussed, the June 26, 1996 Stock Exchange Agreement (Agreement)
between ELF and HCCA indicates that HCCA agreed to acquire 95% of ELF's
outstanding shares. In reality, HCCA acquired all (100%) of ELF's outstanding
shares. Therefore, we need to amend the written agreement to reflect the factual
reality of the transaction as indicated below.
For good and valuable consideration, the sufficiency and receipt of which is
hereby acknowledged, the parties agree as follows:
1. Paragraph 1(a) of the Agreement is amended to read:
(a) HCCA agrees to acquire 100% of ELF's outstanding shares of stock ("ELF
shares")
2. Added to the Agreement is the following:
(18) Facsimile Transmission: A facsimile transmission, including signature
thereon, shall be treated for all purposes as an original .
Please sign this letter and return it to me via facsimile to (000) 000-0000.
Thank you.
Sincerely Agreed and Accepted this 8th day of November, 1996
/s/Xxxxxxx Xxxxxxx By /s/Xxxxxx Xxxxxx
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Xxxxxxx X. Xxxxxxx Xxxxxx Xxxxxx, President, ELFWORKS, Ltd.
President
HEALTH CARE CENTERS OF AMERICA, INC.
000 Xxxxxxxxxxx Xxxxx
Xxxxxxxx Xxxxxxx, XX 00000
