ACQUISITION AGREEMENT
This Agreement, entered into this__ day of April, 1998, by, between and
among Polo Equities, Inc., a corporation organized under the laws of the
State of Florida (hereinafter the "Purchaser"), and the Shareholders ("the
Shareholders") of Hybrid Fuels Canada, Inc., a corporation formed under
the province of Alberta and Hybrid Fuels U.S.A., Inc., a Nevada
corporation (hereinafter collectively referred to as "the Company").
Witnesseth:
WHEREAS, Purchaser wishes to acquire, and Shareholders are willing to
sell, all of the outstanding stock of the Company in exchange for common
stock of the Purchaser;
NOW, THEREFORE, in consideration of the mutual terms and covenants set
forth herein, Purchaser and Shareholders approve and adopt this
Acquisition Agreement and mutually covenant and agree with each other as
follows:
ARTICLE I
Shares to be Transferred and Shares to be Issued
1. a. On the closing date the Shareholders shall transfer to Purchaser
certificates for the number of shares of the common stock of the Company
described in Schedule "A", attached hereto and incorporated herein, which
in the aggregate shall represent all of the issued and outstanding shares
of stock of the Company. Such certificates shall be duly endorsed in
blank by Shareholders or accompanied by duly executed stock powers in
blank with signatures guaranteed. Alternatively, the shareholders may
assign their rights to the shares if the shares have not been physically
issued in the form of stock certificates.
b. In exchange for the transfer of the common stock of the Company
pursuant to subsection 1.a. hereof, Purchaser shall on the closing date
and contemporaneously with such transfer of the common stock of the
Company to it by the Shareholders, or rights thereto, issue and deliver to
the Shareholders the number of shares of common stock of the Purchaser
specified on Schedule "B" hereof, which shares shall total twelve million
(12,000,000).
2. The parties intend that this acquisition and exchange of shares is to
be an exchange/transaction pursuant to Section 368(a)(1)(c) of the
Internal Revenue Code of the United States.
ARTICLE II
Representations and Warranties of the Company and the Shareholders
3.01 Capitalization
Except for this Agreement, there are no outstanding options, contracts,
calls, commitments, agreements or demands of any character relating to the
stock of the Company owned by Shareholders.
3.02 Organization and Authority
(A) The Company is a corporation duly organized, validly existing and in
good standing under the laws of the State of Province of organization,
with all requisite corporate power and authority to own, operate and lease
its properties and to carry on its business as now being conducted, is
duly qualified and in good standing in every jurisdiction in which the
property owned, leased or operated by it, or the nature of the business
conducted by it, makes such qualification necessary to avoid material
liability or material interference in its business operations, and is not
subject to any agreement, commitment or understanding which restricts or
may restrict the conduct of its business in any jurisdiction or location.
The Company is presently qualified to do business in the State of Nevada.
(B) The outstanding shares of the Company are legally and validly issued,
fully paid and nonassessable.
(C) The Company does not own five percent (5%)or more of the outstanding
stock of any corporation except for Alberta Ltd., which is a wholly-owned
subsidiary, and except as listed on the Disclosure Statement.
(D) The minute book of the Company made available to Purchaser contains
complete and accurate records of all meetings and other corporate actions
of the shareholders and the Board of Directors (and any committee thereof)
of the Company.
(E) The Disclosure Statement contains a list of the officers, directors
and shareholders of the Company and copies of the articles of
incorporation and by-laws currently in effect of the Company.
(F) The execution and delivery of the Agreement does not, and the
consummation of the transaction contemplated hereby will not, subject to
the approval and adoption by the Shareholders of the Company, violate any
provision of the certificate/articles of incorporation or bylaws of the
Company, or any provisions thereof, or result in the acceleration of any
obligation under, any mortgage, lien, lease, agreement, instrument, court
order, arbitration award, judgment or decree to which the Company is a
party, or by which it is bound, and will not violate any other restriction
of any kind or character to which it is subject.
(G) The authorized capital stock of Hybrid USA is_____ (___________)
shares of common stock, no par value, of which __________shares of such
stock will be issued and outstanding at the time of closing; and the
authorized capital stock of Hybrid Canada is ______(____________) shares
of common stock, no par value, of which ___________shares of such stock
will be issued and outstanding at the time of closing.
3.03 Financials
(A) Audited financial statements (hereafter "financial statements") of the
Company as of _____________, have been delivered by the Company to the
Purchaser. Said financial statements are true and correct in all material
respects and present an accurate and complete disclosure of the financial
condition of the Company as of its date and for the periods covered.
(B) All accounts receivable, if any, (net of reserves for doubtful
accounts) of the Company shown on the books of account on th statement
date and as incurred in the normal course of business since that date, are
collectible in the normal course of business.
(C) The Company has good and marketable title to all of its assets,
business and properties including, without limitation, all such properties
reflected in the balance sheet as of the statement date except as disposed
of in the normal course of business, free and clear of any mortgage, lien,
pledge, charge, claim or encumbrance, except as shown on said balance
sheet as of the statement date and, in the case of real properties except
for rights-of-way and easements which do not adversely affect the use of
such property.
(D) All currently used property and assets of the Company, or in which it
has an interest, or which it has in possession, are in good operating
condition and repair subject only to ordinary wear and tear.
3.04 Changes Since the Statement Date. Since the financial statement
date, except as disclosed in the Disclosure Statement, there will not have
been any material negative change in the financial position or assets of
the Company.
3.05 Liabilities. There are no material liabilities of the Company,
whether accrued, absolute, contingent or otherwise, which arose or relate
to any transaction of the Company, its agents or servants occurring prior
to the statement date, which are not disclosed by or reflected in said
financial statements, except as disclosed in the Disclosure Statement.
There are no such liabilities of the Company which have arisen or relate
to any transaction of the Company, its agents or servants, occurring since
the statement date, other than normal liabilities incurred in the normal
conduct of the business of the Company, and none of which have a material
adverse effect on the business or financial condition of the Company,
except as disclosed in the Disclosure Statement. As of the date hereof,
there are no known circumstances, conditions, happenings, events or
arrangements, contractual or otherwise, which may hereafter give rise to
liabilities, except in the normal course of business of the Company,
except as disclosed in the Disclosure Statement.
3.06 Taxes. All federal , province, county and local income, ad valorem,
excise, profits, franchise, occupation, property, sales, use gross
receipts and other taxes (including any interest or penalties relating
thereto) and assessments which are due and payable have been duly
reported, fully paid and discharged as reported by the Company, and there
are no unpaid taxes which are, or could become a lien on the properties
and assets of the Company, except as provided for in the financial
statements of their date, or have been incurred in the normal course of
business of the Company since that date. All tax returns of any kind
required to be filed have been filed and the taxes paid or accrued.
3.07 Accuracy of All Statements Made by Company. No representation or
warranty by the Company and Shareholders in this Agreement, nor any
statement, certificate, schedule or exhibit hereto furnished or to be
furnished by or on behalf of the Shareholders pursuant to this Agreement,
nor any document or certificate delivered to Purchaser pursuant to this
Agreement or in connection with action contemplated hereby, contains or
shall contain any untrue statement of material fact or omits or shall omit
a material fact necessary to make the statement contained therein not
misleading.
3.08 Limitation of Subsequent Corporate Actions. It is expressly
understood and agreed that the Purchaser, and its affiliates, will take
all steps necessary to insure that for a period of eighteen months there
shall be no reverse split and the assets transferred into the Purchaser
shall remain in place as part of the business operations.
ARTICLE IV
Representations and Warranties of Purchaser
Purchaser represents and warrants as follows:
4.01 Organization and Authority
The Purchaser is a corporation duly organized, validly existing and in
good standing under the laws of the State of Florida, with full power and
authority to enter into and perform the transactions contemplated by this
Agreement, and with all requisite corporate power and authority to own,
operate and lease its properties and to carry on its business as now being
conducted, is duly qualified and in good standing in every jurisdiction in
which the property owned, leased or operated by it, or the nature of the
business conducted by it, makes such qualification necessary to avoid
material liability or material interference in its business operations,
and is not subject to any agreement, commitment or understanding which
restricts or may restrict the conduct of its business in any jurisdiction
or location. The Purchaser is presently qualified to do business in
Florida.
(A) The outstanding shares of the Purchaser are legally and validly
issued, fully paid and nonassessable.
(B) The Purchaser does not own five percent(5%) or more of the outstanding
stock of any corporation, except as listed on the Disclosure Statement.
(C) The minute book of the Purchaser made available to the Company and
Shareholders contains complete and accurate records of all meetings and
other corporate actions of the shareholders and the Board of Directors
(and any committee thereof) of the Purchaser.
(D) The Disclosure Statement contains a list of the officers, directors
and shareholders of the Purchaser and copies of the articles of
incorporation and by-laws currently in effect of the Purchaser.
(E) The execution and delivery of this Agreement does not, and the
consummation of the transaction contemplated hereby will not violate any
provision of the certificate/articles of incorporation or bylaws of the
Purchaser, or any provisions thereof, or result in the acceleration of any
obligation under, any mortgage, lien, lease, agreement, instrument, court
order, arbitration award, judgment or decree to which the Purchaser is a
party, or by which it is bound, and will not violate any other restriction
of any kind or character to which it is subject.
(F) the authorized capital stock of the Purchaser is fifty million
(50,000,000) shares of common stock, $.001 par value, of which fifteen
million (15,000,000) shares of such stock will be issued and outstanding
at the time of closing (inclusive of the shares issued pursuant to the
acquisition).
4.02 Performance of This Agreement. The execution and performance of
this Agreement and the issuance of stock contemplated hereby have been
authorized by the board of directors of Purchaser.
4.03 Financials
(A) True copies of the financial statements of the Purchaser as of April
15, 1997 have been completed and delivered by the Purchaser to the
Company. These statements have been examined and certified by certified
public accountants. Said financial statements are true and correct in all
material respects and present an accurate and complete disclosure of the
financial condition and earnings of the Purchaser for the periods covered,
in accordance with generally accepted accounting principles applied on a
consistent basis.
(B) All accounts receivable, if any, (net of reserves for doubtful
accounts) of the Purchaser shown on financial statement, and as incurred
in the normal course of business since that date, are collectible in the
normal course of business.
(C) The Purchaser has good and marketable title to all of its assets,
business and properties including, without limitation, all such properties
reflected in the aforementioned balance sheet, except as disposed of in
the normal course of business, free and clear of any mortgage, lien,
pledge, charge, claim or encumbrance, except as shown on said balance
sheet, and, in the case of real properties, except for rights-of-way and
easements which do not adversely affect the use of such property.
4.04 Changes Since Audit Date. Since the date of the financial
statements, except as disclosed in writing, there has not been any
material change in the financial position or assets of the Purchaser.
4.05 Accuracy of All Statements Made by Purchaser. No representation or
warranty by the Purchaser in the Agreement, nor any statement,
certificate, schedule or exhibit hereto furnished or to be furnished by
the Purchaser pursuant to this Agreement, nor any document or certificate
delivered to the Company or the Shareholders pursuant to this Agreement or
in connection with actions contemplated hereby, contains or shall contain
any untrue statement of material fact or omits or shall omit a material
fact necessary to make the statement contained therein not misleading.
4.06 Legality of Shares to be Issued. The shares of preferred stock of
Preferred stock of Purchaser to be delivered pursuant to this Agreement,
when so delivered, will have been duly and validly authorized and issued
by Purchaser and will be fully paid and nonassessable.
4.07 No Covenant as to Tax Consequences. It is expressly understood and
agreed that neither Purchaser nor its officers or agents has made any
warranty or agreement, expressed or implied, as to the tax consequences of
the transactions contemplated by this Agreement or the tax consequences of
any action pursuant to or growing out of this Agreement.
ARTICLE V
Covenants of Shareholders
5.01 Access to Information. Purchaser and its authorized
representatives shall have full access during normal business hours to all
properties, books, records, contracts and documents of the Company, and
the Company shall furnish or cause to be furnished to Purchaser and its
authorized representative all information with respect to its affairs and
business of the Company as Purchaser may reasonably request.
5.02 Actions Prior to Closing. From and after the date of this
Agreement and until the closing date, the Company shall not materially
alter its business.
ARTICLE VI
Conditions Precedent to Purchaser's Obligations
Each and every obligation of Purchaser to be performed on the closing date
shall be subject to the satisfaction of the Purchaser of the following
conditions:
6.01 Truth of Representations and Warranties. The representations and
warranties made by the Company and Shareholders in this Agreement or given
on its behalf hereunder shall be substantially accurate in all material
respects on and as of the closing date with the same effect as though such
representations and warranties had been made or given on and as of the
closing date.
6.02 Compliance with Covenants. Shareholders shall have performed and
complied with all obligations under this Agreement which are to be
performed or complied with by them prior to or on the closing date,
including the delivery of the closing documents specified hereafter.
6.03 Absence of Suit. No action, suit or proceedings before any court
or any governmental or regulatory authority shall have been commenced or
threatened and, no investigation by any governmental or regulatory
authority shall have been commenced, against the Shareholders, the Company
or any of the affiliates, associates, officers or directors of any of
them, seeking to restrain, prevent or change the transactions, or seeking
damages in connection with any of such transactions.
6.04 Receipt of Approvals, Etc. All approvals, consents and/or waivers
that are necessary to effect the transactions contemplated hereby shall
have been received.
6.05 No Material Adverse Change. As of the closing date there shall not
have occurred any material adverse change which materially impairs the
ability of the Company to conduct its business or the earning power
thereof on the same basis as in the past.
6.06 Accuracy of Financial Statement. Purchaser and its representatives
shall be satisfied as to the accuracy of all balance sheets, statements of
income and other financial statements of the Company furnished to
Purchaser herewith.
6.07 Proceedings and Instruments Satisfactory; Certificates. All
proceedings, corporate or otherwise, to be taken in connection with the
transactions contemplated by this Agreement shall have occurred and all
appropriate documents incident thereto as Purchaser may request shall have
been delivered to Purchaser. The Company and the Shareholders shall have
delivered certificates in such detail as Purchaser may request as to
compliance with the conditions set forth in this Article 6.
ARTICLE VII
Conditions Precedent to Obligations of the Company and Shareholders
Each and every obligation of the Company and shareholders to be performed
on the closing date shall be subject to the satisfaction prior thereto of
the following conditions:
7.01 Truth of Representations and Warranties. The representations and
warranties of Purchaser contained in this Agreement shall be true at and
as of the closing date as though such representations and warranties were
made at and as of the transfer date.
7.02 Purchaser's Compliance with Covenants. Purchaser shall have
performed and complied with its obligations under this Agreement which are
to be performed or complied with by it prior to or on the closing date.
7.03 Absence of Suit. No action, suit or proceedings before any court
or any governmental or regulatory authority shall have been commenced or
threatened and, no investigation by any governmental or regulatory
authority shall have been commenced against Purchaser, or any of the
affiliates, associates, officers or directors of the Purchaser seeking to
restrain, prevent or change the transactions contemplated hereby, or
questioning the validity or legality of any such transactions, or seeking
damages in connection with any of such transactions.
7.04 Receipt of Approvals, Etc. All approvals, consents and/or waivers
that are necessary to effect the transactions contemplated hereby shall
have been received.
7.05 No Material Adverse Change. As of the closing date there shall not
have occurred any material adverse change which materially impairs the
ability of the Purchaser to conduct its business or the earning power
thereof on the same basis as in the past.
7.06 Accuracy of Financial Statements. The Company and the Shareholders
shall be satisfied as to the accuracy of all balance sheets, statements of
income and other financial statements of the Purchaser furnished to the
Company herewith.
7.07 Proceedings and Instruments Satisfactory: Certificates. All
proceedings, corporate or otherwise, to be taken in connection with the
transactions contemplated by this Agreement shall have occurred and all
appropriate documents incident thereto as the Company may request shall
have been delivered to the Company. The Purchaser shall have delivered
certificates in such detail as the Shareholders may request as to
compliance with the conditions set forth in this Article 7.
ARTICLE VIII
Indemnification
The Shareholders and the Company shall indemnify Purchaser for any loss,
cost, expense or other damage suffered by Purchaser resulting from,
arising out of, or incurred with respect to the falsity or the breach of
any representation, warranty or covenant made by the Company herein, and
any claims arising from the operations of the Company prior to the closing
date. Purchaser shall indemnify and hold the Shareholders harmless from
and against any loss, cost, expense or other damage (including, without
limitation, attorney's fees and expenses) resulting from, arising out of,
or incurred with respect to, or alleged to result from, arise out of or
have been incurred with respect to, the falsity or the breach of any
representation, covenant, warranty or agreement made by Purchaser herein.
ARTICLE IX
Security Act Provisions
9.01 Restrictions on Disposition of Shares. Shareholders covenant and
warrant that the shares received are acquired for their own accounts and
not with the present view towards the distribution thereof and will not
dispose of such shares except (i) pursuant to an effective registration
statement under the Securities Act of 1933, as amended, or (ii) in any
other transaction which, in the opinion of counsel, acceptable to
Purchaser, is exempt from registration under the Securities Act of 1933,
as amended, or the rules and regulations of the Securities and Exchange
Commission thereunder. In order to effectuate the covenants of this sub-
section, an appropriate endorsement will be placed upon each of the
certificates of preferred stock of the Purchaser at the time of
distribution of such shares pursuant to this Agreement, and stop transfer
instructions shall be placed with the transfer agent for the securities.
9.02 Notice of Limitation Upon Disposition. Each Shareholder is aware
that the shares distributed pursuant to this Agreement will not have been
registered pursuant to the Securities Act of 1933, as amended; and,
therefore, under current interpretations and applicable rules, the
shareholder will probably have to retain such shares for a period of at
least one year and at the expiration of such one year period sales may be
confined to brokerage transactions of limited amounts requiring certain
notification filings with the Securities and Exchange Commission and such
disposition may be available only if the Purchaser is current in its
filings with the Securities and Exchange Commission under the Securities
Act of 1933, as amended, or other public disclosure requirements, and the
other limitations imposed thereby on the disposition of shares of the
Purchaser. Additionally, "affiliates" owning shares will be subject to
additional restrictions limiting sales.
9.03 Limited Public Market for Common Shares. Each Shareholder
acknowledge that the common shares being issued pursuant to this agreement
currently has a limited public market in which the shares may be
liquidated and there is no assurance that such public market will grow and
develop.
ARTICLE X
Closing
10.01 Time. The closing of this transaction ("closing") shall be
effective April 30, 1998. Such date is referred to in this agreement as
the "closing date."
10.02 Documents To Be Delivered by Shareholders. At the closing
Shareholders shall deliver to Purchaser the following documents:
(A) Certificates or assignments for all shares of stock of the Company in
the manner and form required by sub-section 1.01 hereof.
(B) A certificate signed by the Management of the Company that the
representations and warranties made by the Company in this Agreement are
true and correct on and as of the closing date with the same effect as
though such representations and warranties had been made on or given on
and as of the closing date and that Shareholders have performed and
complied with all of their obligations under this Agreement which are to
be performed or complied with by or prior to or on the closing date.
(C) A copy of the by-laws of the Company certified by its secretary and a
copy of the certificate of incorporation of the Company certified by the
secretary of state.
(D) Certificates or letters from Shareholders evidencing the taking of the
shares in accordance with the provisions of this agreement and their
understanding of the restrictions thereunder.
(E) Such other documents of transfer, certificates of authority and other
documents as Purchaser may reasonably request.
10.03 Documents To Be Delivered by Purchaser. At the closing Purchaser
shall deliver to Shareholders the following documents:
(A) Certificates for the number of shares of preferred stock of purchaser
as determined in Article 1 hereof.
(B) A certified copy of the duly adopted resolutions of the board of
directors of Purchaser authorizing or ratifying the execution and
performance of this Agreement and authorizing or ratifying the acts of its
officers and employees in carrying out the terms and provisions thereof.
ARTICLE XI
Termination and Abandonment
This Agreement may be terminated and the transaction provided for by this
Agreement may be abandoned without liability on the part of any part to
any other, at any time before the closing date, or on the post closing
basis as provided previously herein:
(A) By mutual consent of Purchaser and the Shareholders;
(B) By Purchaser if any of the conditions provided for in Article 6 of
this Agreement have not been met and have not been waived in writing by
Purchaser.
(C) By the Company if any of the conditions provided for in Article 7 of
this Agreement have not been met and have not been waived in writing by
the Company.
In the event of termination and abandonment by any party as above provided
in this Article, written notice shall forthwith be given to the other
party, and each party shall pay its own expenses incident to preparation
for the consummation of this Agreement and the transactions contemplated
hereunder.
ARTICLE XII
Miscellaneous
12.01 Notices. All notices, requests, demands and other communications
hereunder shall be deemed to have been duly given, if delivered by hand or
mailed, certified or registered mail with postage prepaid:
(A) If the Company or the Shareholders, to _______ at 0000 Xxxxxxxxxx
Xxxxxx, Xxxx Xxxxxxxxx, XX X0X 0X0, or to such other person and place as
the Company shall furnish to Purchaser in writing; or
(B) If to Purchaser, to Xxxxxx X. Xxxxx at 0000 Xxxxx Xxxxxxx Xxxx., Xxxxx
000, Xxxx Xxxx Xxxx, Xxxx 00000, or to such other person and place as
Purchaser shall furnish to Company in writing.
12.02 Announcements. Announcements concerning the transactions provided
for in this Agreement by either the Company or Purchaser shall be subject
to the approval of the other in all essential respects, except that the
approval of the Company shall not be required as to any statements and
other information which Purchaser may submit to its shareholders.
12.03 Default. Should any party to this Agreement default in any of the
covenants, conditions, or promises contained herein, the defaulting party
shall pay all costs and expenses, including a reasonable attorney's fee,
which may arise or accrue from enforcing this Agreement, or in pursuing
any remedy provided hereunder or by the statutes of the State of Utah,
United States of America.
12.04 Assignment. This Agreement may not be assigned in whole or in
part by the parties hereto without the prior written consent of the other
party or parties, which consent shall not be unreasonably withheld.
12.05 Successors and Assigns. This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto, their successors and
assigns.
12.06 Holidays. If any obligation or act required to be performed
hereunder shall fall due on a Saturday, Sunday or other day which is a
legal holiday established by the State of Utah, such obligation or act may
be performed on the next succeeding business day with the same effect as
if it had been performed upon the day appointed.
12.07 Computation of Time. The time in which any obligation or act
provided by this Agreement is to be performed is computed by excluding the
first day and including the last, unless the last day is a holiday, in
which event such day shall also be excluded.
12.08 Governing Law and Venue. This Agreement shall be governed by and
interpreted pursuant to the laws of the State of Utah. Any action to
enforce the provisions of this Agreement shall be brought in a court of
competent jurisdiction within the State of Utah and in no other place.
12.09 Partial Invalidity. If any term, covenant, condition or provision
of this Agreement or the application thereof to any person or circumstance
shall to any extent be invalid or unenforceable, the remainder of this
Agreement or application of such term or provision to persons or
circumstances other than those as to which it is held to be invalid or
unenforceable shall not be affected thereby and each term, covenant,
condition or provision of this Agreement shall be valid and shall be
enforceable to the fullest extent permitted by law.
12.10 No Other Agreements. This Agreement constitutes the entire
Agreement between the parties and there are and will be no oral
representations which will be binding upon any of the parties hereto.
12.11 Rights are Cumulative. The rights and remedies granted hereunder
shall be in addition to and cumulative of any other rights or remedies
provided under the laws of the State of Washington.
12.12 Waiver. No delay or failure in the exercise of any power or right
shall operate as a waiver thereof or as an acquiescence in default. No
single or partial exercise of any power or right hereunder shall preclude
any other or further exercise thereof or the exercise of any other power
or right.
12.13 Survival of Covenants, Etc. All covenants, representations, and
warranties made herein to any parties or in any statement or document
delivered to any party hereto, shall survive the making of this Agreement
and shall remain in full force and effect until the obligations of such
party hereunder have been fully satisfied.
12.14 Further Action. The parties hereto agree to execute and deliver
such additional documents and to take such other and further action as may
be required to carry out fully the transaction(s) contemplated herein.
12.15 Amendment. This Agreement or any provision hereof may not be
changed, waived, terminated or discharged except by means of a written
supplemental instrument signed by the party or parties against whom
enforcement of the change, waiver, termination, or discharge is sought.
12.16 Headings. The descriptive headings of the various Sections or
parts of this Agreement are for convenience only and shall not affect the
meaning or construction of any of the provisions hereof.
12.17 Counterparts. This Agreement may be executed in two or more
partially or fully executed counterparts, each of which shall be deemed an
original and shall bind the signatory, but all of which together shall
constitute but one and the same instrument, provided that Purchaser shall
have no obligations hereunder until all Shareholders have become
signatories hereto.
IN WITNESS WHEREOF, the parties hereto executed the foregoing Acquisition
Agreement as of the day and year above written.
POLO EQUITIES, INC
By________/s/_______________________
Justeene Xxxxxxxxxxx, President
Attest:
COMPANY: HYBRID FUELS U.S.A., INC.
By_______/s/__________________________
Xxxx XxXxxxxx, President
Attest:__________________________
HYBRID FUELS CANADA., INC.
By_________/s/_______________________
Xxxx XxXxxxxx, President
Attest:____________________________
