Exhibit 10.1
EXCHANGE AGREEMENT
EXCHANGE AGREEMENT
THIS EXCHANGE AGREEMENT ("Agreement") is dated and effective as of the __th
day of August, 1995 (the "Effective Date"), by and between PELICAN PROPERTIES,
INTERNATIONAL CORP., f/k/a OPTIMUM COMPUTING, INC., a Florida corporation (the
"Company"), SUNSHINE KEY ASSOCIATES LIMITED PARTNERSHIP, a Florida limited
partnership (the "Partnership"), INFINITY INVESTMENT GROUP, INC., a Florida
corporation (the "General Partner"), XXXX XXXXX, a Majority Shareholder of the
Company ("XXXXX") and all of the Limited Partners of the Partnership listed on
Exhibit "A" of this Agreement (collectively referred to as the "Limited
Partners" and individually the "Limited Partner" and the Limited Partners and
General Partner sometime collectively referred to as the "Partners").
RECITALS:
WHEREAS, the Company has authorized capital stock consisting of 100,000,000
shares of common stock, par value $.001 per share (the "Common Stock") of which
3,611,000 shares are issued and outstanding; and
WHEREAS, the Limited Partners own up to an aggregate of 99% of the
Partnership Interests (the "Partnership Interests") in the Partnership; and
WHEREAS, the General Partner owns an aggregate of 1% of the Partnership
Interest in the Partnership; and
WHEREAS, Xxxxx owns, beneficially and of record, an aggregate of 3,001,000
shares of Common Stock of the Company; and
WHEREAS, the Limited Partners desire to exchange all of their Partnership
Interests in the Partnership, in exchange for shares of Common Stock of the
Company and the Company desires to exchange up to an aggregate of 3,010,000
shares of its Common Stock, in exchange for an aggregate of up to 99% of the
Partnership Interests held by the Limited Partners; and
WHEREAS, in consideration for the exchange of Partnership Interest for
shares of Common Stock, Xxxxx will relinquish to the Company all of Xxxxx'x
rights, title and interest in and to the 3,001,000 shares of the Common Stock
now owned by Xxxxx, whether beneficially or of record, and the Company shall
cancel of record the issuance of the 3,001,000 shares of Common Stock now owned
by Xxxxx; and
WHEREAS, in consideration for the exchange of Partnership Interest for
shares of Common Stock, each Limited Partner will release the General Partner
from any and all claims or causes of action each may have against the General
Partner; and
WHEREAS, provided not less than 90% of the Partnership Interests are
offered for exchange, the Company will exchange up to an aggregate of 3,010,000
shares for the Partnership Interests; and
WHEREAS, the parties to this Agreement intend that this Partnership
Interest for shares of Common Stock exchange is a tax free transaction pursuant
to the Internal Revenue Code of 1986, as amended from time to time and all rules
and regulations promulgated thereunder (the "Code").
NOW, THEREFORE, in consideration of the mutual covenants, agreements,
representations and warranties contained in this Agreement, the parties hereto
agree as follows:
SECTION 1. RECITALS
1.1 Recitals. The above recitals are true, correct and are herein
incorporated by reference.
SECTION 2. EXCHANGE
2.1 Exchange. The Limited Partners hereby agree that they shall, on the
"Closing Date," as defined in Section 3.1 of this Agreement, exchange not less
than 90% of the Partnership Interests for an aggregate amount of up to 3,010,000
shares of Common Stock of the Company, in an amount equal to approximately
30,404 shares of Common Stock for each 1% of Partnership Interest and the
Company shall exchange an aggregate of up to 3,010,000 shares of Common Stock of
the Company for an aggregate of up to 99% of the Partnership Interest.
Simultaneously herewith, Xxxxx will relinquish all right, title and interest in
the 3,001,000 shares of Common Stock owned, beneficially and of record, by him.
The exchange shall not be consummated in the event that the holders of less than
90% of the Partnership Interests do not accept the exchange. In the event that
the holders of less than 99%, but more than 90%, of the Partnership Interests
accept the exchange, the exchange shall occur at the sole discretion of the
Company.
2.2 Release of General Partner. For and in consideration of the exchange of
Partnership Interests for shares of Common Stock, each Limited Partner hereby
agrees to remise, release and forever discharge, and by this Release does for it
and its administrators, employees, directors, officers, subsidiaries,
affiliates, successors and assigns, completely and totally remise and forever
discharge the General Partner and its personal representatives, administrators,
successors and assigns, of and from any and all manner of action and actions,
cause and causes of actions, suits, debts, dues, sums of money, accounts,
reckonings, bonds, bills, specialties, covenants, contracts, controversies,
agreements, promises, variances, trespasses, damages, judgments,
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extent, executions, claims and demands whatsoever, in law or in equity, which
against it the Limited Partner has ever had, now or by reason of any matter,
cause or thing whatsoever, from the beginning of the world to the date of this
Agreement and more particularly by reason of all claims that were or could have
been asserted against the General Partner in his capacity as General Partner of
the Partnership.
2.3 Delivery of Shares. On the Closing Date, the Company will issue and
deliver certificates representing the shares of Common Stock to each of the
Limited Partners as provided for herein, which shares of Common Stock, upon such
issuance and delivery, shall be fully paid and non-assessable.
2.4 Investment Intent. The Shares of Common Stock and the Partnership
Interest (collectively the "Securities") have not been registered under the
Securities Act of 1933, as amended, and may not be resold unless the Securities
are registered under the Act or an exemption from such registration is
available. The Limited Partners and the Company represent and warrant that each
is acquiring the Securities for each of their own accounts, for investment and
not with a view to the sale or distribution of the Securities. Each certificate
representing the Securities will have a legend thereupon incorporating language
as follows:
"The Securities represented by this certificate have not been
registered under the Securities Act of 1933, as amended (the "Act").
The Securities have been acquired for investment and may not be sold or
transferred in the absence of an effective Registration Statement for
the Securities under the Act unless in the opinion of counsel
satisfactory to the Company or the Partnership, as the case may be,
registration is not required by the Act."
2.5 Tax Free Exchange. The parties to this Agreement intend that this
transaction is intended to be a tax free reorganization pursuant to the Code,
and an opinion of tax counsel as to the tax free nature of the exchange has been
received by the Partnership in the form of Exhibit "B" attached hereto and
incorporated herein by reference.
2.6 Limited Partnership Agreement. The Company as the holder of Partnership
Interests agrees that it shall be bound by all of the terms and conditions of
the Limited Partnership Agreement, as if it had been originally named therein in
the place of the Limited Partners. The Company agrees to execute a "Signature
Page for Limited Partners," attached to the Limited Partnership Agreement as
Exhibit "A" and a "Investment Representation Letter," substantially in the form
as attached to the Limited Partnership Agreement as Exhibit "B" and such other
documentation as may be required by the Partnership to evidence such agreement.
The General Partner hereby agrees to waive the delivery by the Company of the
"Special Power of Attorney" attached to the Limited Partnership Agreement as
Exhibit "C."
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2.7 Substituted Limited Partner. It is the intention of the partners hereto
for the Company to become a Substituted Limited Partner pursuant to Section 10.6
of the Limited Partnership Agreement in place of each Limited Partner.
2.8 Consent of General Partner. Pursuant to Section 10.6 of the Limited
Partnership Agreement the General Partner hereby consents to the Limited
Partners' exchange and transfer of each of their Partnership Interest and to
rights of the Company as a Substituted Limited Partner.
SECTION 3. CLOSING DATE
3.1 Closing Date. The closing (the "Closing Date") shall be held on or
before August 31, 1995 at 10:00 a.m., or such other date and time as may be
mutually agreed upon by each of the parties, at the law offices of Atlas,
Xxxxxxxx, Trop & Borkson, P.A. The sole reason that the Closing Date is on or
before August 31, 1995, is to permit the filing of the requisite blue sky
applications. The effective date, however, shall be deemed the date hereof.
SECTION 4. REPRESENTATIONS AND WARRANTIES OF THE PARTNERSHIP AND
THE GENERAL PARTNER
The Partnership and the General Partner each represent and warrant to the
Company as follows:
4.1 Organization and Good Standing; Ownership of Partnership Interest. The
Partnership is a limited partnership duly organized, validly existing and in
good standing under the laws of the State of Florida, and is entitled to own or
lease its properties and to carry on its business as and in the places where
such properties are now owned, leased, or operated. There are no outstanding
subscriptions, rights or other agreements obligating the Partnership to issue,
sell or otherwise transfer the Partnership Interest other than is provided for
herein.
4.2 Limited Partnership Agreement and All Amending Certificates Thereto. A
copy of the (a) Limited Partnership Agreement dated December 28, 1988, (b)
Amendment to the Certificate of Limited Partnership dated August 29, 1991, and
(c) the Second Amended and Restated Certificate of Limited Partnership dated
October 21, 1992 (collectively the "Limited Partnership Agreement"), which have
been delivered to the Company are true, correct and complete.
4.3 Financial Statements, Books and Records. Schedule 4.3 sets forth the
audited financial statements of the Partnership for the years ending December
31, 1993 and December 31, 1994, and the related notes thereto (collectively the
"Financial Statements"). The Financial Statements fairly represent the financial
position of the Partnership as at such dates and the results of its operations
for the periods then
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ending. The Financial Statements were audited by Garcia, Espinosa, Parapar & Co.
and, to the best knowledge of the Partnership, were prepared in accordance with
general accepted accounting principals applied on a consistent basis with prior
periods except as otherwise stated therein. The books of account and other
financial records of the Partnership, financial or otherwise are in all material
respects complete and correct and are maintained in accordance with good
business and accounting practices. All books and records relating to the
preparation of the Financial Statements are true, correct and complete in all
material respects.
4.4 No Material Adverse Changes. As of the date hereof, except as set forth
in the Financial Statements and Schedule 4.4 attached hereto, there has not been
(i) any material adverse change in the assets, operations, condition (financial
or otherwise), properties or prospective business of the Partnership; (ii) any
incurrence by the Partnership of any indebtedness for borrowed money; (iii) any
loan or advance by the Partnership to any of its Limited Partners, the General
Partner, employees, consultants, agents or other representatives or any other
loan or advance otherwise than in the ordinary course of business; (iv) any
damage, destruction or loss materially effecting the assets, prospective
businesses, operations or condition (financial or otherwise) of the Partnership,
whether or not covered by insurance; and (v) except in the ordinary course of
business, any contract, agreement or transaction consummated.
4.5 Taxes. The Partnership has prepared and filed all appropriate local,
state and federal tax returns of every kind and category for all periods prior
to and through the date hereof for which any such returns has been required to
be filed by it or the failure to make such filings and resulting liabilities
would not be material relative to the results of operations of the Partnership.
To the best of its knowledge, the Partnership has paid all taxes shown to be due
by said returns or on any assessments received by it or has made adequate
provisions for the payment thereof.
4.6 Compliance with Laws. As of the date hereof, except as set forth in the
Financial Statements and Schedule 4.6 attached hereto, the Partnership has
complied with all laws, ordinances, regulations, inspections, orders, judgments,
injunctions, awards or decrees applicable to it or its business which, if not
complied with, would materially and adversely effect the business of the
Partnership.
4.7 No Breach. The execution, delivery and performance of this Agreement
and the consummation of the transactions contemplated hereby will not:
(i) violate any provision of the Limited Partnership Agreement of the
Partnership;
(ii) violate, conflict with or result in the breach of any of the
terms of, result in a material modification of, otherwise give any other
contracting party the right to terminate, or constitute (or with notice or
lapse of time or both constitute) a default
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under, any contract or other agreement to which the Partnership is a party
or by or to which it or any of its assets or properties may be bound or
subject; or
(iii) violate any order, judgment, injunction, award or decree of any
court, arbitrator or governmental or regulatory body against, or binding
upon the Partnership, or upon the properties or business of the
Partnership.
4.8 Actions and Proceedings. As of the date hereof, except as set forth in
the Financial Statements and Schedule 4.8 attached hereto, (i) there is no
outstanding order, judgment, injunction, award or decree of any court,
governmental or regulatory body or arbitration tribunal against or involving the
Partnership; and (ii) there is no action, suit or claim or legal, administrative
or arbitral proceeding or any investigation (whether or not the defense thereof
or liabilities in respect thereof are covered by insurance) pending or, to the
best knowledge of the General Partner, threatened against or involving the
Partnership, or any of their properties or assets. Except as set forth in the
Financial Statements and Schedule 4.8 attached hereto, none of the actions
suits, claims, proceedings or investigations set forth in the Financial
Statements or Schedule 4.8 attached hereto, individually or together with any
other, will have a material adverse effect on the assets, properties, business
operations, or condition (financial or otherwise) of the Partnership or will
result in any order, judgment, injunction, award or decree of any court,
governmental or regulatory body or arbitration tribunal that is not adequately
reserved against. Except as set forth in the Financial Statements and Schedule
4.8 attached hereto, there is no fact, event or circumstances known to the
General Partner that may give rise to any suit, action, claim, investigation or
proceeding that would be required to be set forth in the Financial Statements or
Schedule 4.8 attached hereto if currently pending or threatened. There is no
action, suit or claim or legal, administrative or arbitral proceeding pending
or, to the best knowledge of the General Partner, threatened that would give
rise to any right of indemnification on the part of any Limited Partner of the
Partnership or the heirs, executors or administrators of such Limited Partner
against the Partnership.
4.9 Brokers or Finders. No broker's or finder's fee will be payable by the
Partnership in connection with the transactions contemplated by this Agreement,
nor will any such fee be incurred as a result of any actions by the General
Partner.
4.10 Authority to Execute and Perform Agreements. The General Partner has
the full legal right and power and all authority and approval required to enter
into, execute and deliver this Agreement and to perform fully its obligations
hereunder. This Agreement has been duly executed and delivered and is the valid
and binding obligation of the Partnership and the General Partner in accordance
with its terms.
4.11 Operation of the Partnership. Until such time as the General Partner
is removed in accordance with the Limited Partnership Agreement, the General
Partner
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agrees to serve in the capacity of a General Partner for the Partnership and to
conduct its business in the best interest of the Limited Partners.
4.12 Full Disclosure. No representation or warranty by the Partnership or
the General Partner in this Agreement or in any document or schedule to be
delivered by it pursuant hereto, and no written statement, certificate or
instrument furnished or to be furnished to the Company pursuant hereto or in
connection with the negotiation, execution or performance of this Agreement
contains or will contain any untrue statement of a material fact or omits or
will omit to state any fact necessary to make any statement herein or therein
not materially misleading or necessary to a complete and correct presentation of
all material aspects of the business of the Partnership. To the best knowledge
of the Partnership and the General Partner, there is no fact, development or
threatened development (except for general economic conditions affecting
business generally) which the Partnership and the General Partner have not
disclosed to the Company in writing and which materially adversely affects the
business of the Partnership.
4.13 Representations and Warranties on Closing Date. The
representations and warranties contained in this Section 4 shall be true and
complete on the Closing Date with the same force and effect as though such
representations and warranties had been made on and as of the Closing Date.
4.14 Title to Property. As of the date hereof, except as set forth in
the Financial Statements, the Partnership has good, marketable, and unencumbered
title to its interest in the real property it owns, as well as good and valid
title to all other personal intangible property used by the Partnership in the
operation of its business.
SECTION 5. REPRESENTATIONS AND WARRANTIES OF EACH LIMITED PARTNER
Each Limited Partner represents and warrants to the Company severally, but
not jointly, as follows:
5.1 As to the Partnership Interest to be transferred by a Limited Partner,
the Partnership Interest is owned by the Limited Partner free and clear of all
agreements, arrangements, encumbrances, liens, claims, equities and liabilities
of every nature and each of the Limited Partners are conveying clear and
unencumbered title thereto to the Company.
5.2 Brokers or Finders. There are no brokers or finders with whom the
Limited Partners have dealt with in connection with this transaction.
Each Limited Partner represents and warrants to the General Partner
severally, but not jointly, as follows:
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5.3 Release of General Partner. For and in consideration of the exchange of
Partnership Interests for shares of Common Stock, each Limited Partner hereby
agrees to remise, release and forever discharge, and by this Release does for it
and its administrators, employees, directors, officers, subsidiaries,
affiliates, successors and assigns, completely and totally remise and forever
discharge the General Partner and its personal representatives, administrators,
successors and assigns, of and from any and all manner of action and actions,
cause and causes of actions, suits, debts, dues, sums of money, accounts,
reckonings, bonds, bills, specialties, covenants, contracts, controversies,
agreements, promises, variances, trespasses, damages, judgments, extent,
executions, claims and demands whatsoever, in law or in equity, which against it
the Limited Partner has ever had, now or by reason of any matter, cause or thing
whatsoever, from the beginning of the world to the date of this Agreement and
more particularly by reason of all claims that were or could have been asserted
against the General Partner in his capacity as General Partner of the
Partnership.
SECTION 6. REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company hereby represents and warrants to the Partners as follows:
6.1 Organization and Good Standing. The Company is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Florida and has full power to own, lease, and operate its properties and assets
and to carry on its business in the State of Florida.
6.2 Outstanding Capitalization. As of the date hereof, the authorized
capitalization of the Company consisted of 100,000,000 shares of Common Stock,
of which 3,611,000 shares have been issued and are outstanding. Giving effect to
the issuance of the Shares pursuant to this Agreement (assuming that 99% of the
Partnership Interests are exchanged) and the cancellation of the 3,001,000
shares owned, beneficially and of record, by Xxxxx, the Company will have, after
the Effective Date, 3,620,000 shares of Common Stock issued and outstanding.
The Company also has issued and outstanding 200,000 "A" Warrants and
200,000 "B" Warrants issuable upon exercise of such securities into an aggregate
of 400,000 shares of Common Stock of the Company. As of the date hereof, there
are no other issued and outstanding shares of capital stock of the Company nor
are there any other issued and outstanding options, warrants or rights to
purchase shares of Common Stock of the Company.
6.3 Articles of Incorporation and By-Laws. Copies of the Articles of
Incorporation and By-Laws of the Company and any amendments to each, which have
been delivered to the Partnership are true, correct and complete. The minute
book of the Company contains true and complete records of all meetings and
consents in lieu
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of meetings of its Board of Directors and shareholders since its date of
incorporation and accurately reflect all transactions referred to therein.
6.4 The Common Stock. The Common Stock to be issued to the Limited Partners
have been duly authorized by all necessary corporate and any shareholder actions
and, when so issued in accordance with the terms of this Agreement, will be
validly issued, fully paid and non-assessable.
6.5 Financial Statements; Books and Records. Schedule 6.5 sets forth the
audited financial statements of the Company as at June 30, 1995 (the "Financial
Statements"). The Financial Statements fairly represent the financial position
of the Company as at such dates and the results of its operations for the year
and period then ended. To the best of the Company's knowledge, the Financial
Statements were prepared in accordance with generally accepted accounting
principals applied on a consistent basis with prior periods except as otherwise
stated therein. The Financial Statements were audited by Garcia, Espinosa,
Parapar & Co. and, to the best knowledge of the Partnership, were prepared in
accordance with general accepted accounting principals applied on a consistent
basis with prior periods except as otherwise stated therein. The books of
account and other records of the Company, financial or otherwise, are in all
material respects complete and correct and are maintained in accordance with
good business and accounting practices.
6.6 No Material Adverse Changes. As of the date hereof, except as set forth
in the Financial Statements and Schedule 6.6 attached hereto, there has not
been:
(i) any material adverse change in the assets, operations, condition
(financial or otherwise) or prospective business of the Company;
(ii) any incurrence of any indebtedness for borrowed money;
(iii) any declaration, setting aside or payment of any dividend or
distribution with respect to any redemption or repurchase of the Company's
capital stock;
(iv) adoption of any pension, profit sharing, retirement, stock bonus,
stock option or similar plan or arrangement; or
(v) any contract, agreement or transaction consummated.
6.7 Compliance with Laws. The Company has complied with all federal, state,
county and local laws, ordinances, regulations, inspections, orders, judgments,
injunctions, awards or decrees applicable to it or its business which, if not
complied with, would materially and adversely affect the business of the
Company.
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6.8 No Breach. The execution, delivery and performance of this Agreement
and the consummation of the transactions contemplated hereby will not:
(i) violate any provision of the Articles of Incorporation, or By-Laws
of the Company;
(ii) violate, conflict with or result in the breach of any of the
terms of, result in a material modification of, otherwise give any other
contracting party the right to terminate, or constitute (or with notice or
lapse of time or both constitute) a default under, any contract or other
agreement to which the Company is a party or by or to which it is bound or
subject; or
(iii) violate any order, judgment, injunction, award or decree of any
court, arbitrator or governmental or regulatory body against, or binding
upon, the Company.
6.9 Actions and Proceedings. Except as set forth in the Financial
Statements and Schedule 6.9 attached hereto, there is no outstanding order,
judgment, injunction, award or decree of any court, governmental or regulatory
body or arbitration tribunal against or involving the Company. Except as set
forth in Schedule 6.9, there is no action, suit or claim or legal,
administrative or arbitral proceeding or any investigation (whether or not the
defense thereof or liabilities in respect thereof are covered by insurance)
pending or, to the best knowledge of the Company, threatened against or
involving the Company. Except as set forth in the Financial Statements and
Schedule 6.9 attached hereto, there is no fact, event or circumstances known to
the Company that may give rise to any suit, action, claim, investigation or
proceeding. There is no action, suit or claim or legal, administrative or
arbitral proceeding pending or, to the best knowledge of the Company, threatened
that would give rise to any right of indemnification on the part of any director
or officer of the Company or the heirs, executors or administrators of such
director or officer against the Company.
6.10 Brokers or Finders. No broker's or finder's fee will be payable by the
Company in connection with the transactions contemplated by this Agreement, nor
will any such fee be incurred as a result of any actions by the Company.
6.11 Operations of the Company. Except as set forth in the Financial
Statements, Company has not:
(i) amended its Articles of Incorporation or By-Laws, merged with or
into or consolidated with any other person, subdivided or in any way
reclassified any shares of its capital stock or changed or agreed to change
in any manner the rights of its outstanding capital stock or the character
of its business; or
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(ii) declared or paid any dividend or declared or made any
distribution of any kind to its shareholders, or made any direct or
indirect redemption, retirement, purchase or other acquisition of any
shares of its capital stock.
6.12 Authority to Execute and Perform Agreements. The Company has the full
legal right and power and all authority and approval required to enter into,
execute and deliver this Agreement and to perform fully its obligations
hereunder. This Agreement has been duly executed and delivered and is the valid
and binding obligation of the Company enforceable in accordance with its terms,
except as may be limited by bankruptcy, moratorium, insolvency or other similar
laws generally affecting the enforcement of creditors' rights. The execution and
delivery of this Agreement and the consummation of the transactions contemplated
hereby and the performance by the Company of this Agreement, in accordance with
its respective terms and conditions will not:
(i) require the approval or consent of its shareholders;
(ii) require the approval or consent of any foreign, federal, state,
county, local or other governmental or regulatory body or the approval or
consent of any other person;
(iii) conflict with or result in any breach or violation of any of the
terms and conditions of, or constitute (or with any notice or lapse of time
or both would constitute) a default under, any order, judgment or decree
applicable to the Company, or any instrument, contract or other agreement
to which the Company is a party or by or to which the Company is bound or
subject.
6.13 Full Disclosure. No representation or warranty by the Company in this
Agreement or in any document or schedule to be delivered by it pursuant hereto,
and no written statement, certificate or instrument furnished or to be furnished
to the General Partner and the Limited Partners pursuant hereto or in connection
with the negotiation, execution or performance of this Agreement contains or
will contain any untrue statement of a material fact or omits or will omit to
state any material fact necessary to make any statement herein or therein not
materially misleading or necessary to a complete and correct presentation of all
material aspects of the business of the Company. To the best knowledge of the
Company, there is no material fact, development or threatened development
(except for general economic conditions affecting business generally) which the
Company has not disclosed in writing and which materially adversely affects the
Company or the transactions contemplated hereby.
6.14 Exercise of Warrants. The "A" and "B" Warrants of the Company have not
been exercised to date and the Company and warrant holders have agreed that same
will not be exercised prior to or simultaneously with the Closing of this
Agreement.
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6.15 Representations and Warranties on Closing Date. The representations
and warranties contained in this Section 6 shall be true and complete on the
Closing Date with the same force and effect as though such representations and
warranties had been made on and as of the Closing Date.
SECTION 7. COVENANTS OF THE PARTNERSHIP AND THE GENERAL PARTNER
The Partnership and the General Partner covenant to the Company as follows:
7.1 Conduct of Business. From the date hereof and through the Closing Date,
the Partnership and the General Partner shall cause the Partnership to conduct
its business in the ordinary course.
7.2 Preservation of Business. From the date hereof and through the Closing
Date, the Partnership and the General Partner shall cause the Partnership to use
its best efforts to preserve its business organization intact, keep available
the services of its present employees and agents, maintain its present suppliers
and customers and preserve its goodwill.
7.3 Litigation. The Partnership and the General Partner shall promptly
notify the Company of any lawsuits, claims, proceedings or investigations which
after the date hereof are threatened or commenced against the Partnership or
against the General Partner, or other representative with respect to the affairs
of the Partnership.
7.4 Continued Effectiveness of Representations and Warranties. From the
date hereof and through the Closing Date, the Partnership and the General
Partner shall cause the Partnership to conduct its business in such a manner so
that the representations and warranties contained in Section 4 shall continue to
be true and correct and shall promptly give notice to the Company of any event,
condition or circumstance occurring from the date hereof which would render any
of the representations or warranties materially untrue, incomplete or
insufficient.
SECTION 8. COVENANTS OF THE COMPANY
The Company covenants to the General Partner, the Partnership and the
Limited Partners as follows:
8.1 Conduct of Business. From the date hereof and through the Closing Date,
the Company shall conduct its business in the ordinary course.
8.2 Preservation of Business. From the date hereof and through the Closing
Date, the Company shall preserve its business organization intact, use its best
efforts to keep available the services of the officers elected as of the date
hereof, its present employees, consultants and agents and preserve the Company's
goodwill.
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SECTION 9. ADDITIONAL COVENANTS
9.1 Corporate Examinations and Investigations. Prior to the Closing Date,
the Company, the Partnership, the General Partner and the Limited Partners shall
each be entitled, through their employees and representatives, to make such
investigation of the assets, properties, business and operations, books, records
and financial condition of the Company or the Partnership as they each may
reasonably require. Any such investigation and examination shall be conducted at
reasonable times and under reasonable circumstances, and each party shall
cooperate fully therein. No investigation by a party hereto shall, however,
diminish or waive in any way any of the representations, warranties, covenants
or agreements of the other party under this Agreement. In order that each party
may have the full opportunity to make such business, accounting and legal
review, examination or investigation as it may wish of the business and affairs
of the Company or the Partnership, each shall furnish the requesting party
during such period with all such information and copies of such documents
concerning the affairs of it as the requesting party may reasonably request and
cause its officers, employees, consultants, agents, accountants and attorneys to
cooperate fully in connection with such review and examination and to make full
disclosure to the other parties of all material facts affecting the financial
condition or business operations of the Company or the Partnership.
9.2 Further Assurances. The parties shall execute such documents and other
papers and take such further actions as may be reasonably required or desirable
to carry out the provisions hereof and the transactions contemplated hereby.
Each such party shall use its best efforts to fulfill or obtain the fulfillment
of the conditions to the Closing, including, without limitation, the execution
and delivery of any documents or other papers, the execution and delivery of
which are conditions precedent to the Closing.
9.3 Confidentiality. In the event the transactions contemplated by this
Agreement are not consummated, the Partnership, the General Partner, the Company
and the Limited Partners agree to keep confidential any information disclosed to
each in connection therewith and to the extent that this exchange is not
consummated for any reason, all documentation will be returned to the respective
parties; provided, however, such obligation shall not apply to information
which:
(i) at the time of disclosure is in the public domain as evidenced by
printed publications;
(ii) after the disclosure, enters the public domain by way of printed
publication through no fault of the receiving party or those in privity
with it;
(iii) it can be shown by written documentation that the information
was in a party's possession at the time of disclosure and which was not
acquired directly or indirectly from the non-disclosing party; or
13
(iv) it can be shown by written documentation that the information was
acquired, after disclosure, from a third party who did not receive it from
the non-disclosing party, and who had the right to disclose the information
without any obligation to hold such information confidential.
SECTION 10. CONDITIONS PRECEDENT TO THE OBLIGATION OF THE COMPANY TO CLOSE
The obligation of the Company to enter into and complete the Closing is
subject, at the option of the Company, to the fulfillment on or prior to the
Closing Date of the following conditions, any one or more of which may be waived
by the Company in writing.
10.1 Representations and Covenants. The representations and warranties of
the General Partner, the Partnership and the Limited Partners contained in this
Agreement shall be true in all material respects on and as of the Closing Date
with the same force and effect as though made on and as of the Closing Date. The
General Partner, the Partnership and the Limited Partners shall have performed
and complied in all material respects with all covenants and agreements required
by this Agreement to be performed or complied with by the General Partner, the
Partnership and the Limited Partners on or prior to the Closing Date.
10.2 Third Party Consents and Blue Sky Requirements. All consents, permits
and approvals from parties to any contracts, loan agreements or other agreements
with the Partnership, the General Partner or the Limited Partners which may be
required in connection with the performance by the Partnership, the General
Partner and the Limited Partners of its obligations under such contracts or
other agreements after the Closing shall have been obtained; all blue sky
requirements have been complied with to qualify the shares of Common Stock under
state securities laws for issuance to the Limited Partners; and, the approval to
exchange in excess of not less than 90% of the Partnership Interests is
received.
10.3 Satisfactory Business Review. The Company shall have satisfied itself,
after receipt and consideration of the Schedules and after the Company and its
representatives have completed the review of the business of the Partnership
contemplated by this Agreement, that none of the information revealed thereby or
in the Financial Statements has resulted in, or in the reasonable opinion of the
Company may result in, a material adverse change in the assets, properties,
business, operations or condition (financial or otherwise) of the Partnership.
10.4 Litigation. Except as set forth in the Financial Statements, Schedules
4.4 and 4.8 attached hereto, no action, suit or proceeding shall have been
instituted before any court or governmental or regulatory body or instituted or
threatened by any governmental or regulatory body to restrain, modify or prevent
the carrying out of the
14
transactions contemplated hereby or to seek damages or a discovery order in
connection with such transactions, or which has or may have, in the reasonable
opinion of the Company a materially adverse effect on the assets, properties,
business, operations or condition (financial or otherwise) of the Partnership.
10.5 Certificate of Good Standing. The Company shall have received
certificates of good standing dated at or about the Closing Date to the effect
that the Partnership and the General Partner are in good standing under the laws
of the State of Florida.
10.6 Subscription Agreement and Investment Representation Letters. The
Limited Partners shall each have delivered to the Company suitable Subscription
Agreements and Investment Representation Letters in the form approved by the
Company, agreeing that the Shares of Common Stock are being acquired for
investment purposes only and not with the view to public resale or distribution.
10.7 Other Documents. The Partnership, the General Partner and the Limited
Partners shall have delivered such other documents, instruments and
certificates, if any, as are required to be delivered pursuant to the provisions
of this Agreement or which may be reasonably requested in furtherance of the
provisions of this Agreement.
SECTION 11. CONDITIONS PRECEDENT TO THE OBLIGATION OF THE PARTNERSHIP, THE
GENERAL PARTNER AND THE LIMITED PARTNERS TO CLOSE
The obligation of the Partnership, the General Partner and the Limited
Partners to enter into and complete the Closing is subject, at the option of the
Partnership, the General Partner and the Limited Partners, to the fulfillment on
or prior to the Closing Date of the following conditions, any one or more of
which may be waived in writing by the Partnership, the General Partner and the
Limited Partners.
11.1 Representations and Covenants. The representations and warranties of
the Company contained in this Agreement shall be true in all material respects
on the Closing Date with the same force and effect as though made on and as of
the Closing Date. The Company shall have performed and complied with all
covenants and agreements required by the Agreement to be performed or complied
with by the Company on or prior to the Closing Date.
11.2 Corporate Resolutions. The Board of Directors of the Company shall
have approved the transactions contemplated by this Agreement.
11.3 Satisfactory Business Review. The Partnership, the General Partner and
the Limited Partners shall have satisfied themselves, after review of the
information provided hereby or in connection herewith, or following any
discussions with management or representatives of the Company, that none of the
information revealed
15
thereby has resulted in or in the reasonable opinion of the Partnership, the
General Partner and the Limited Partners may result in a material adverse change
in the assets, properties, business, operations or condition (financial or
otherwise) of the Company.
11.4 Litigation. Except as set forth in the Financial Statements, Schedules
6.6 and 6.9 attached hereto, no action, suit or proceeding shall have been
instituted before any court or governmental or regulatory body or instituted or
threatened by any governmental or regulatory body to restrain, modify or prevent
the carrying out of the transactions contemplated hereby or to seek damages or a
discovery order in connection with such transactions, or which has or may in the
reasonable opinion of the Partnership, the General Partner and the Limited
Partners, have a materially adverse effect on the business, operations or
condition (financial or otherwise) of the Company.
11.5 Certificates of Good Standing. The Company shall have delivered to the
Partnership certificate of good standing from the Secretary of State of the
State of Florida dated on or about the Closing Date to the effect that the
Company is in good standing under the laws of the State of Florida.
11.6 Stock Certificates. Within twenty-one (21) days from the Closing date,
the Limited Partners shall receive certificates representing the Shares of
Common Stock to be received pursuant hereto.
11.7 Other Documents and Blue Sky Requirements. The Company shall have
delivered such other instruments, documents and certificates, if any, as are
required to be delivered pursuant to the provisions of this Agreement or which
may be reasonably requested in furtherance of the provisions of this Agreement
and all blue sky requirements have been complied with to qualify the shares of
Common Stock under state securities laws for issuance to the Limited Partners.
SECTION 12. SURVIVAL OF REPRESENTATIONS AND WARRANTIES OF THE PARTNERSHIP,
THE GENERAL PARTNER AND THE LIMITED PARTNERS
Notwithstanding any right of the Company fully to investigate the affairs
of the Partnership and notwithstanding any knowledge of facts determined or
determinable by the Company pursuant to such investigation or right or
investigation, the Company shall have the right to rely fully upon the
representations, warranties, covenants and agreements of the Partnership, the
General Partner and the Limited Partners contained in this Agreement or in any
document delivered to the Company by the Partnership, the General Partner and
the Limited Partners or any of their representatives, in connection with the
transactions contemplated by this Agreement. All such representations,
warranties, covenants and agreements shall survive the execution and delivery
hereof and the Closing hereunder for twelve (12) months following the Closing
Date.
16
SECTION 13. SURVIVAL OF REPRESENTATIONS AND WARRANTIES OF THE COMPANY
Notwithstanding any right of the Partnership, the General Partner and the
Limited Partners fully to investigate the affairs of the Company and
notwithstanding any knowledge of facts determined or determinable by the
Partnership, the General Partner and the Limited Partners pursuant to such
investigation or right or investigation, the Partnership, the General Partner
and the Limited Partners have the right to rely fully upon the representations,
warranties, covenants and agreements of the Company contained in this Agreement
or in any document delivered to the Partnership, the General Partner and the
Limited Partners by the Company or any of their representatives, in connection
with the transactions contemplated by this Agreement. All such representations,
warranties, covenants and agreements shall survive the execution and delivery
hereof and the Closing hereunder for twelve (12) months following the Closing
Date.
SECTION 14. OFFICERS AND DIRECTORS OF THE COMPANY
14.1 Directors. The Board of Directors of the Company shall initially
consist of three (3) members, C. Xxxx Xxxxx, Xx., J. Xxx Xxxxxx and Xxxxxx X.
Xxxxxxxx, until their respective successors shall be duly elected or appointed
and qualified.
14.2 Officers. The officers of the Company on the Closing Date shall be as
follows:
C. Xxxx Xxxxx, Xx. - President
J. Xxx Xxxxxx - Secretary/Treasurer
SECTION 15. INDEMNIFICATION
15.1 Obligation of the Partnership, the General Partner and the Limited
Partners to Indemnify. Subject to the limitations on the survival of
representations and warranties contained in Section 12, the Partnership, the
General Partner and the Limited Partners hereby agree to indemnify, defend and
hold harmless the Company from and against any losses, liabilities, damages,
deficiencies, costs or expenses (including interest, penalties and reasonable
attorneys' fees and disbursements) (a "Loss") based upon, arising out of or
otherwise due to any inaccuracy in or any breach of any representation,
warranty, covenant or agreement made by each of them contained in this Agreement
or in any document or other writing delivered pursuant to this Agreement.
15.2 Obligation of the Company to Indemnify. Subject to the limitations on
the survival of representations and warranties contained in Section 13, the
Company agrees to indemnify, defend and hold harmless the Partnership, the
General Partner and the Limited Partners from and against any Loss, based upon,
arising out of or otherwise due
17
to any inaccuracy in or any breach of any representation, warranty, covenant or
agreement made by the Company and contained in this Agreement or in any document
or other writing delivered pursuant to this Agreement.
15.3 Claims by Third Parties. Promptly after receipt by either party hereto
(the "Indemnitee") of notice of any demand, claim or circumstances which, with
the lapse of time, would give rise to a claim or the commencement (or threatened
commencement) of any action, proceeding or investigation (an "Asserted
Liability") that may result in a Loss, the Indemnitee shall give notice thereof
(the "Claims Notice") to the other party or parties (the "Indemnitor"). The
Claims Notice shall describe the Asserted Liability in reasonable detail, and
shall indicate the amount (estimated, if necessary) of the Loss that has been or
may be suffered by the Indemnitee.
15.4 Opportunity to Defend. Indemnitor may elect to compromise or defend,
at its own expense and by its own counsel, any Asserted Liability. If the
Indemnitor elects to compromise or defend such Asserted Liability, it shall
within fifteen (15) days (or sooner, if the nature of the Asserted Liability so
requires) notify the Indemnitee of its intent to do so, and the Indemnitee shall
cooperate, at the expense of the Indemnitor in the compromise of, or defense
against, such Asserted Liability. The Indemnitee may participate at its own
expense, in the defense of such Asserted Liability. If Indemnitor elects not to
compromise or defend the Asserted Liability, fails to notify the Indemnitee of
its election as herein provided, contests its obligations to indemnify under
this Agreement, or at any time fails to pursue in good faith the resolution of
any Asserted Liability, in the opinion of Indemnitee, then Indemnitee may, upon
ten days' notice to Indemnitor pay, compromise or defend any such Asserted
Liability. If the Indemnitor choose to defend any claim, the Indemnitee shall
make available to the Indemnitor any books, records or other documents within
its control that are necessary or appropriate for such defense.
SECTION 16. TERMINATION OF AGREEMENT
This Agreement may be terminated prior to the Closing Date as follows:
(i) at the election of the Company, if any one or more of the
conditions to the obligation of the Company to close have not been
fulfilled as of the Closing Date;
(ii) at the election of the Partnership, if any one or more of the
material conditions to the obligation of the Partnership, the General
Partner and the Limited Partners to close have not been fulfilled as of the
Closing Date;
(iii) at the election of the Company if the Partnership, the General
Partner and the Limited Partners have breached any material
representations, warranty, covenant or agreement contained in this
Agreement;
18
(iv) at the election of the Partnership, if the Company has breached
any material representation, warranty, covenant or agreement contained in
this Agreement;
(v) at the election of the Company or the Partnership, if any legal
proceeding is commenced or threatened by any governmental or regulatory
agency or other person directed against the consummation of the Closing or
any other transaction contemplated under this Agreement and either the
Company or the Partnership, as the case may be, reasonably and in good
xxxxx xxxx it impractical or inadvisable to proceed in view of such legal
proceeding or threat thereof; or
(vi) at any time on or prior to the Closing Date, by mutual written
consent of the Company and the Partnership.
If this Agreement is terminated and the transactions contemplated hereby
are not consummated as described herein, this Agreement shall become null and
void and of no further force and effect, except for the provisions of subsection
10 hereof relating to the obligation of the parties to keep information
confidential. None of the parties shall have any liability in respect of a
termination of this Agreement except to the extent that failure to satisfy the
conditions of Section 12 and 13 results from the intentional or willful
violation of the representations, warranties, covenants or agreements of such
party under this Agreement.
SECTION 17. MISCELLANEOUS
17.1 Notices. Any notice or other communication required or which may be
given hereunder shall be in writing by a party or by an attorney to a party and
shall be delivered personally, telegraphed, telexed, sent by facsimile
transmission or sent by certified, registered, or express mail, postage prepaid,
and shall be deemed given when so delivered personally, telegraphed, telexed or
sent by facsimile transmission or if mailed, four (4) days after the date of
mailing, as follows:
(i) If to the Company:
Pelican Properties, International Corp.
0000 Xxxxx Xxx, Xxxxx 000, Xxx 000
Xxxxx Xxxxxx, Xxxxxxx 00000
Attention: President
19
(ii) If to the Partnership, to:
Sunshine Key Associates Limited Partnership
Xxxxx 0, Xxx 000
Xxx Xxxx Xxx, Xxxxxxx 00000
Attention: C. Xxxx Xxxxx, Xx., President of General Partner
(iii) If to the General Partner, to:
Infinity Investment Group, Inc.
Xxxxx 0, Xxx 000
Xxx Xxxx Xxx, Xxxxxxx 00000
Attention: C. Xxxx Xxxxx, Xx., President
(iv) If to the Limited Partners:
[To the named Limited Partners]
0000 Xxxxx Xxx, Xxxxx 000, Xxx 000
Xxxxx Xxxxxx, Xxxxxxx 00000
(v) If to Xxxxx, to:
Xxxx Xxxxx
0000 Xxxxx Xxx, Xxxxx 000
Xxxxx Xxxxxx, Xxxxxxx 00000
Any party may by notice given in accordance with this Section to the other
parties designate another address or person for receipt of notice hereunder.
17.2 Entire Agreement. This Agreement (including the Exhibits and Schedules
hereto) and the collateral agreements executed in connection with the
consummation of the transactions contemplated herein contain the entire
agreement among the parties with respect to the exchange of the Securities and
related transactions, and supersede all prior agreements, written or oral, with
respect thereto.
17.3 Waivers and Amendments. This Agreement may be amended, modified,
superseded, cancelled, renewed or extended, and the terms and conditions hereof
may be waived, only by a written instrument signed by the parties or, in the
case of a waiver, by the party waiving compliance. No delay on the part of any
party in exercising any right, power or privilege hereunder shall operate as a
waiver thereof, nor shall any waiver on the part of any party of any right,
power or privilege hereunder, nor any single or partial exercise of any right,
power or privilege hereunder, preclude any other or further exercise thereof or
the exercise of any other right, power or privilege hereunder. The rights and
remedies herein provided are cumulative and are not exclusive of any
20
rights or remedies which any party may otherwise have at law or in equity. The
rights and remedies of any party based upon, arising out of or otherwise in
respect of any inaccuracy in or breach of any representation, warranty, covenant
or agreement contained in this Agreement shall in no way be limited by the fact
that the act, omission, occurrence or other state of facts upon which the claim
of any inaccuracy or breach is based may also be the subject matter of any other
representation, warranty, covenant or agreement contained in this Agreement (or
in any other agreement between the parties) as to which there is no inaccuracy
or breach.
17.4 Governing Law. This Agreement shall be governed and construed in
accordance with the laws of the State of Florida applicable to agreements made
and to be performed entirely within such State.
17.5 Venue. Each of the parties to this Agreement acknowledge and agree
that the U.S. District for the Southern District of Florida, or if such court
lacks jurisdiction, the 11th Judicial Circuit (or its successor) in and for Dade
County, Florida, shall be the venue and exclusive proper forum in which to
adjudicate any case or controversy arising either, directly or indirectly, under
or in connection with this Agreement and the parties further agree that, in the
event of litigation arising out of or in connection with this Agreement in these
courts, they will not contest or challenge the jurisdiction or venue of these
courts.
17.6 No Assignment. This Agreement is not assignable except by operation of
law.
17.7 Exhibits and Schedules. The Exhibits and Schedules to this Agreement
are a part of this Agreement as if set forth in full herein.
17.8 Headings. The headings in this Agreement are for reference purposes
only and shall not in any way affect the meaning or interpretation of this
Agreement.
17.9 Severability of Provisions. The invalidity or unenforceability of any
term, phrase, clause, paragraph, restriction, covenant, agreement or other
provision of this Agreement shall in no way affect the validity or enforcement
of any other provision or any part thereof.
17.10 Counterparts. This Agreement may be executed in any number of
counterparts, each of which when so executed, shall constitute an original copy
hereof, but all of which together shall consider but one and the same document.
17.11 Construction. This Agreement shall be construed within the fair
meaning of each of its terms and not against the party drafting the Agreement.
21
THE PARTIES TO THIS EXCHANGE AGREEMENT, AS EVIDENCED BY THEIR SIGNATURES
BELOW, ACKNOWLEDGE THAT THEY HAVE READ THIS AGREEMENT, HAVE HAD THE OPPORTUNITY
TO CONSULT WITH INDEPENDENT COUNSEL OF THEIR OWN CHOICE, AND UNDERSTAND EACH OF
THE PROVISIONS OF THIS EXCHANGE AGREEMENT.
IN WITNESS WHEREOF, the parties have executed this Agreement effective as
of the date first above written.
PELICAN PROPERTIES, INTERNATIONAL
CORP.
By: /s/ Xxxx Xxxxx, President
-----------------------------------
Xxxx Xxxxx, President
SUNSHINE KEY ASSOCIATES LIMITED
PARTNERSHIP
By: INFINITY INVESTMENT GROUP, INC.,
General Partner
By: /s/ C. Xxxx Xxxxx, Xx.
-----------------------------------
C. Xxxx Xxxxx, Xx., President
INFINITY INVESTMENT GROUP, INC.
By: /s/ C. Xxxx Xxxxx, Xx.
-----------------------------------
C. Xxxx Xxxxx, Xx., President
/s/ Xxxx Xxxxx
-----------------------------------
Xxxx Xxxxx
22
SIGNATURE PAGE FOR LIMITED PARTNERS
The undersigned hereby executes this Signature Page to the EXCHANGE
AGREEMENT by and between PELICAN PROPERTIES, INTERNATIONAL CORP., SUNSHINE KEY
ASSOCIATES LIMITED PARTNERSHIP, INFINITY INVESTMENT GROUP, INC. AND XXXX XXXXX.
Federal Identification Number
or Social Security Number
-------------------------
________________________________________ ____________________________________
Signature of Limited Partner
________________________________________ ____________________________________
Signature of Joint Owner
Name and Address
----------------
________________________________________
Print Name
________________________________________
Print Name of Joint Owner
________________________________________
Street Address (Residence)
________________________________________
City, State, Zip Code
________________________________________
Telephone Number
Shares to be registered as:
[ ] Corporate ownership (an officer must sign)
[ ] Partnership ownership (all general partners must sign)
[ ] Sole ownership
[ ] Joint tenants with right of survivorship
[ ] Tenants in common
23
EXHIBIT A
LIMITED PARTNERS
Names of
Limited Partners
----------------
Xxxxxx Xxxxx Revocable Trust
X.X. Xxxxxx Xxxxx Life Tenant
Xxxxx Xxxx
Xxxxxx & Xxxxxxxxx Xxxxxxx
Xxxxxxx Xxx Xxxxxxx
Xxxxx Xxxxxx
Estate of Xxxxxxx Buckster
Xxxxxx Xxxxxxx
Xxxxxx X. Xxxxxxxx
Xxxxx X. Xxxxxxxx
Xxxx and Xxxx Xxxxxx
Xxxxxx & Xxxx Xxxxxxxx
Xxxxxx and XxxxXxx Xxxxxxxx
Xxxx & Xxxxx Xxxxx
Xxxxxx Xxxx, M.D.
J. Frog Ltd. Consolidated
Xxxxxxx Xxxxxx
Xxxxxx-Xxxxxx Investments
Xxxxxxxxx Xxxx
Xxxxxx & Xxxxxx Xxxxxxxx, Xx.
Xxxxx Enterprises
Xxxx X. Xxxxx, Xx.
Xxxxxxx Xxxxxxx
Xxxxxx Xxxxxx
Xxxxx X. Xxxxxxxxxxxx
Xxxxx X. Xxxxxxx
Ohio Key Limited Partnership
T.A. Xxxxxxx
Xxxxxx & Xxxxxxx Xxxxxxxxxx
Xxxxxx X. Xxxxxxxxxx
Xxx. Xxxxxx X. Xxxxxxxxxx
Xxxxx and Xxxxx Xxxxxxx
Xxxx Xxxxxxx
Xxxxxx & Xxxxxx Xxxxxx
Xxxxxx and Xxxxxx Xxxxx
SK Partners
Xxxxxxx & Xxxxxxxx Xxxxxx
Xxxxxxx & Xxxxxxxx Xxxxxx, Xx.
Xxxxxxx X. Xxxxxxxxxx
Windward Capital Corp.
Xxxxxxx & Xxxxxx Xxxxx
EXHIBIT "B"
OPINION OF TAX COUNSEL
SCHEDULE 4.3
PARTNERSHIP'S AUDITED FINANCIAL STATEMENTS
FOR THE YEARS ENDING DECEMBER 31, 1993 AND DECEMBER 31, 1994
SCHEDULE 4.4
MATERIAL ADVERSE CHANGES
None.
SCHEDULE 4.6
COMPLIANCE WITH LAWS
None.
SCHEDULE 4.8
LITIGATION/PROCEEDINGS SINCE
None.
SCHEDULE 6.5
COMPANY'S AUDITED FINANCIAL STATEMENTS
FOR THE PERIOD ENDING JUNE 30, 1995
SCHEDULE 6.6
MATERIAL ADVERSE CHANGE
None.
SCHEDULE 6.9
LITIGATION/PROCEEDING
None.
