ENVIRONMENTAL TESTING TECHNOLOGIES , INC.
and
NORTH AMERICAN INSPECTION, INC.
MERGER AGREEMENT
This merger agreement is made as of April 4, 1995 by and among
Environmental Testing Technologies, Inc. ("ETT"), a Washington corporation
and North American Inspection, Inc. ("NAII"), a Pennsylvania Corporation and
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇, and ▇▇▇ ▇▇▇▇▇▇▇ as individuals
("Investors").
-- RECITALS --
A) ETT and NAII are merging to position the combined new operating
entity to provide more complete and locally focused engineering
and inspection services to the petrochemical industry.
B) ETT is duly authorized to issue Common Stock in exchange for all
issued and outstanding Common Stock of NAII.
C) ETT is a publicly owned corporation with approximately 375
shareholders and is subject to the Securities and Exchange rules and
regulations.
D) NAII is a privately owned corporation controlled by
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, an individual.
THE PARTIES HEREBY AGREE AS FOLLOWS:
1. Stock Exchange
1.1 ETT will issue 7,000,000 shares of Common Stock in exchange for all
issued and outstanding shares of NAII. ETT shares are issued subject
to SEC Section 144 rules and regulation and bear will legends
accordingly.
1.2 NAII's shareholders will receive ETT Common Stock for their shares as
follows: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ = 5,000,000 shares; ▇▇▇▇ ▇▇▇▇▇▇▇
= 1,000,000 shares; ▇▇▇ ▇▇▇▇▇▇▇ = 1,000,000 shares.
1.3 Employee stock options aggregating 3,000,000 of Common Stock will
be issued to ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇, and ▇▇▇ ▇▇▇▇▇▇▇, these
options are priced at $.50/share exercisable beginning June 1, 1996 and
expiring May 31, 1999. The options issued are 1,000,000 to ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇, 1,000,000 to ▇▇▇ ▇▇▇▇▇▇▇, and 1,000,000 to ▇▇▇▇ ▇▇▇▇▇▇▇.
The stock options terms and conditions may be modified by the Board
of Directors.
These terms & condition adjustments possibility is under current review
and will be acted upon by the Board including the new Directors named
herein.
1.4 Closing
The exchange of stock will take place automatically upon completion of
the following events:
a) Receipt of a letter from Boston Financial and Equity Corporation
or equivalent that financing is available to fund NAII's current
operating needs. This funding is expected to come from Tanktek,
Inc.(Tanktek), a wholly owned subsidiary of ETT or another
equivalent ETT subsidiary..Plus..
b) ETT has replaced NAII's current financing arrangement with First
Valley Bank on terms & conditions satisfactory to ETT. NAII
will be satisfied as the current loan must be replaced in total.
1.5 ETT will place 7,000,000 shares of stock in Escrow as per 1.2
designation and NAII will place 2800 shares per designation 3.12. These
shares will be released from escrow to the respected parties upon
letters from ETT acknowledging 1.4 (a) & 1.4 (b) having occurred.
Should the joint venture agreement (item 1.6) be terminated for any
reason, all shares of stock will be returned to their original owners in
full.
1.6 Joint Venture Agreement
a) ETT will market NAII services exclusivity through its existing
subsidiary, Tanktek, Inc. or equivalent. NAII will cease to
market its services except as a subcontractor to Tanktek.
Tanktek agrees to subcontract all nondestructive examination
and related work exclusively to NAII. Tanktek will
continue to market for its own account API 653 & related
services. These services may or may not be subcontracted to
NAII.
b) In the event of cancellation of this agreement caused by NAII's
inability to perform its subcontract service obligations to
Tanktek, NAII agrees to pay Tanktek, Inc. or its assignee
$500,000.00 in cancellation penalties. This penalty is
acknowledged as reasonable and equitable by both parties given
the marketing effort required by Tanktek. This penalty is
secured by a security interest in all assets of NAII as included
by the Pennsylvania UCC filings.
This security interest protection shall terminate upon the
merger contemplated in the agreement.
2. Representations and Warranties of ETT
ETT hereby represents and warrants to the NAII shareholders, that:
2.1 Organization, Good Standing and Qualification.
ETT is a corporation duly organized, validly existing and in good
standing under the laws of the State of Washington and has all requisite
corporate power and authority to carry on its current or contemplated
business. The Company is duly qualified to transact business and is in
good standing in each jurisdiction in which the failure to so qualify
would have a material adverse effect on its business or properties.
2.2 Authorized Capital. The number of shares of stock which the
corporation is authorized to issue is One Hundred Two Million
(102,000,000);of which One Hundred Million (100,000,000 shares will be
Common Stock ("Common Stock") with no par value per share, and Two
Million (2,000,000) shares will be Preferred Stock ("Preferred Stock").
2.3 Preferred Stock. The Preferred Stock of the corporation will be issued
as Class A Preferred Stock and Class B Preferred Stock with each class
having the preferences, limitations and relative rights set forth below.
2.3.1 Class A. Preferred Stock. The corporation will issue up to
200,000 of shares Preferred Stock which will be designated as
Class A Preferred Stock ("Class A Stock"). The Class A stock
will be issued at the direction of the Board of Directors of the
corporation for such purposes as the Board of Directors
considers appropriate and shall have such voting powers,
full or limited, and such designations, preferences and
relative, participating, optional or other special rights and
qualifications, limitations or restrictions as the Board may
establish prior to the issuance of such shares.
2.3.2 Class B. Preferred Stock. The corporation shall issue up to 1.8
Million (1,800,000) shares of Preferred Stock which will be
designated as Class B Preferred Stock ("Class B Stock"). The
Class B Stock will be issued at the direction of the Board of
Directors, but will be issued only in connection with the
acquisition of existing companies or locations from which it can
operate its business of nondestructive testing of hazardous
material tanks. The Class B Stock shall have such voting
powers, full or limited, and such designations, preferences and
relative, participating, optional or other special rights and
qualifications, limitations or restrictions as the Board my
establish prior to the issuance of such shares.
2.4 Subsidiaries. ETT owns three operating subsidiaries (X-Ray, Inc.,
Accu-Inspect, Inc., and TankTek, Inc.) and is the controlling
shareholder in a non-operating subsidiary (Nucell, Inc.).
2.5 Outstanding shares of Common and Preferred Stocks are disclosed in
the exhibits attached, meaning the financial statements dated 5/31/94
and the 10-QSB statements dated 8/31/94. There have been no material
changes since 8/31/94 or 5/31/94 disclosures in outstanding stocks
(common and preferred).
2.6 Authorization. All corporate action on the part of ETT, its officers,
directors and shareholders necessary for the authorization, execution
and delivery of this Agreement and the other agreements and transactions
contemplated herein, the performance of all obligations of the Company
hereunder and thereunder and the authorization, issuance and delivery of
the Common Stock being transferred hereunder have been taken or will be
taken prior to the Closing, and this Agreement and the other agreements
contemplated herein constitute valid and legally binding obligations of
ETT, enforceable in accordance with it and their terms.
2.7 Valid Issuance of Common Stock. The Common Stock, when issued,
sold and delivered in accordance with the terms hereof for the
consideration expressed herein, will be duly and validly issued, fully
paid and nonassessable and free of any liens or encumbrances created by
the Company.
2.8 Governmental Consents. No consent, approval, order or authorization
of, or registration, qualification, designation, declaration or filing
with, any federal, regional, state or local governmental authority on
the part of ETT is required in connection with the consummation of the
transactions contemplated by this Agreement, except for filings, if any,
required pursuant to applicable state securities laws, which filings
will be made within the required statutory period.
2.9 Litigation. There is no material action, suit, claim, proceeding or
investigation pending or currently threatened against the Company nor is
the Company aware that there is any basis for the foregoing. The
Company is not a party or subject to the provisions of any order, write,
injunction, judgment or decree of any court or government agency or
instrumentality that could have a material adverse effect on its
business or properties.
2.10 Investment Intent. NAII shareholders are acquiring shares of ETT
Common to be issued to Shareholder pursuant to this Agreement
(the "shares") for investment for Shareholder's own account and not with
a view to, or for resale in connection with, any distribution of the
Shares, nor with any present intention of distributing or selling the
Shares. Shareholders are not a party to any contract, undertaking,
agreement, or arrangement with any person to sell, transfer, or grant
participation to any such person or any third party with respect to the
Shares. No other person or entity not a signatory to this
Agreement has a beneficial interest in or a right to acquire the
Shares or any portion thereof.
2.11 Agreements and Due Diligence; Disclosure.
(a) ETT has fully provided NAII and its shareholders and their
counsel true and complete copies of or access to all documents
and information requested and such other information that the
shareholders have requested in connection with their decision to
merge into ETT.
(b) The Company has not (i) declared or paid any dividends, or
authorized or made any distribution upon or with respect to any
class or series of its capital stock, (ii) made any loans or
advances to any person, other than ordinary travel expenses in
connection with its business and reasonable moving
allowances for its employees, (iii) sold, exchanged or otherwise
disposed of any of its assets or rights, other than in the
ordinary course of business, (iv) redeemed or obligated itself
to redeem any of its capital stock.
(c) The Company is not a party to nor is it bound by any contract,
agreement, instrument, decree or administrative order, or
subject to any restriction under its Articles of Incorporation
or Bylaws, which materially and adversely affects its business
as now conducted or as proposed to be conducted, its properties
or its financial condition.
2.12 Title to Property and Assets. ETT owns its property and assets free and
clear of all mortgages, liens, loans and encumbrances, except liens
which arise in the ordinary course of business and do not materially
impair ETT's ownership or use of such property or assets. With respect
to the property and assets it leases, the Company is in compliance with
such leases in all material respects and holds a valid leasehold
interest free of any liens, claims or encumbrances.
2.13 Licenses. ETT has all licenses and permits (federal, state, foreign and
local) necessary to conduct its business, and such licenses and permits
are in full force and effect. No violations are or have been recorded
in respect of such licenses or permits and no proceeding is pending or
threatened toward the revocation or limitation of any of such licenses
or permits. The Company has complied with all laws, rules, regulations
and orders applicable to its business.
2.14 The Financial Statements dated 5/31/94 and 11/30/94 in the form of the
11/30 10-Q are true and complete in all material respects.
2.15 Undisclosed Liabilities. Except as and to the extent reflected or
reserved against in the Statement of Financial Position, the Company did
not have, as of such date, any material debts, liabilities or
obligations of any nature, whether accrued, absolute, contingent or
otherwise and whether due or to become due, including, without
limitation, liabilities or obligations on account of taxes or other
governmental charges or penalties, interest or fines thereon or in
respect thereof. The Company does not know and does not have
any reasonable grounds to know of any basis for any assertion against
the Company of any material debt, liability or obligation of any nature
or in any amount not fully reflected or reserved against in the
Statement of Financial Position.
2.16 Changes. Since the date of the financial statements in 2.14 above,
there has not been:
(a) Any change in the condition (financial or other) or properties,
assets, liabilities, business or general economic or market
conditions or prospects of the Company, except changes in the
ordinary course of business, none of which has been materially
adverse, and all of which in the aggregate have not been
materially adverse, to ETT;
(b) Any damage, destruction or loss (whether or not covered by
insurance) materially and adversely affecting the properties,
assets or business of ETT;
(c) Any material increase in the compensation or rate of
compensation or commissions payable or to become payable by ETT
to any of its directors, officers salaried employees, sales
persons or agents, or any hiring of any employee at a salary in
excess of $75,000 per annum, or any material change in any then
existing bonus, profit-sharing, retirement or other similar
plan, agreement or arrangement or any adoption of or entry into
of any new bonus, profit-sharing, group life or health
insurance, or other similar plan, agreement or arrangement;
(d) Any material change in the accounting methods or practices
followed by ETT;
(e) Any material debt obligation or liability (whether absolute or
contingent) incurred by ETT (whether or not presently
outstanding) except (i) current liabilities incurred, and
obligations under agreements entered into, in the ordinary
course of business and (ii) obligations or liabilities entered
into or incurred in connection with the execution of this
Agreement;
(f) Any sales, lease, abandonment or other disposition by the
Company of any real property or, other than in the ordinary
course of business, of any equipment or other operating
properties or any sale, assignment, transfer license or other
disposition by ETT of any Intellectual Property or other
intangible asset; or
(g) Any labor trouble, strike or any other occurrence, event or
condition of any similar character that materially and adversely
affects or may materially and adversely affect the assets,
properties, business or prospects of
ETT.
2.17 Taxes. ETT has filed all tax returns (federal, state, foreign and
local) required to be filed by it, and, except as reflected on the
statement of Financial Position or Balance Sheet, all taxes shown to be
due and payable on such returns or on any assessments received by the
Company and all other taxes (federal, state, foreign and local) due and
payable by the Company on or before the date hereof have been paid.
There are no agreements, waivers or other arrangements providing for an
extension of time with respect to the assessment of any tax or
deficiency against the Company, nor are there any actions, suits,
proceedings, investigations or claims now pending against the Company in
respect of any tax or assessment, or, to the Company's knowledge, any
matters under discussion within any federal, state, foreign or local
authority relating to any taxes or assessments, or any claims for
additional taxes or assessments asserted by any such authority. The
provisions made for taxes on the Statement of Financial Position, are
sufficient for the payment of all unpaid federal, state, foreign and
local taxes of ETT for all periods prior to such date. ETT's subsidiary
X-Ray, Inc. has been assessed $568,000 in taxes, interest and
penalties. This obligation is being contested by X-Ray, Inc. and X-Ray,
Inc. believes it will prevail in its "Offer in Compromise" dated 3/9/95.
2.18 Labor Agreements and Actions. ETT is not bound by or subject to any
written or oral, express or implied, contract, commitment or arrangement
with any employee or labor union, and no labor union has requested or,
to the knowledge of ETT, has sought to represent any of the employees,
representatives or agents of ETT.
2.19 Brokers or Finders. ETT has not incurred and will not incur, directly
or indirectly, any liability for brokers' or finders' fees, agents'
commissions or other similar charges in connection with this Agreement
or the transactions contemplated hereby.
2.20 Transactions with Principals. No employee, shareholder, officer or
director of the Company is indebted to the Company, nor is the Company
indebted (or committed to make loans or extend or guarantee credit) to
any of them in any material aspect, except Boston Financial & Equity has
a loan appliication pending which will require at least one personal
guarantee. The Company previously has furnished the Investors a copy of
each agreement, instrument or other writing constituting legal rights
and obligations to which both the Company and any founder, officer,
director or principal security holder or company or organization
directly or indirectly controlled by such persons are parties.
2.21 Insurance. ETT has fire and casualty insurance policies, with extended
coverage sufficient in amount to allow it to replace any of its
properties which may be damaged or destroyed.
2.22 Voting Agreement. ETT has no obligation or commitment with respect
to the election of any individual or individuals to the Board, and to
the best of ETT's knowledge, there is no voting agreement or other
agreement among its shareholders with respect to the election of any
individual or individuals to the Board. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇
▇▇▇▇▇▇▇, and ▇▇▇▇ ▇▇▇▇▇▇▇ are to become appointed members of the ETT
Board and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ is to become President and Chief Operating
Officer of ETT and ▇▇▇▇ ▇▇▇▇▇▇▇ is to become an ETT Executive Vice
President.
2.23 Subsequent Event. ETT in a prudent and business-like manner will
immediately begin a search both to provide new borrowings to replace
First Valley Bank as soon as possible and new equity capital to continue
the planned growth program. Prior to the search, a forecast and a
budget must be prepared to support this effort.
3. Representations and Warranties of NAII and its shareholders
("Investors") NAII and its shareholders severally and jointly represent
and warrant that:
3.1 Authorization. All acts and conditions required by law to authorize the
execution and consummation of this Agreement by each Investor have been
duly performed and obtained, and this Agreement constitutes a valid and
legally binding obligation of the Investors, enforceable in accordance
with its terms. Each Investor has full power and authority to execute,
deliver and performed his, her or its obligations under this Agreement
and to own the ETT Common Stock. The execution, delivery and
performance of this Agreement and the consummation of the transactions
contemplated hereby by each Investor do not violate any provision of, or
constitute a material breach of or default under, any term, condition or
provision of any agreement, indenture or other instrument to which the
Investor is a party, or by which the Investor or the Investor's
properties or assets are bound, or of any order, judgment or
decree against or binding upon such Investor.
3.2 Purchase Entirely for Own Account. This Agreement is made with the
Investors in reliance upon each Investor's representation to ETT, which,
by such Investor's execution of this Agreement, such Investor hereby
confirms, that the Common Stock to be received by the Investors will be
acquired for investment for such Investors own account and not with a
view to the distribution of any part thereof, and that such Investor has
no present intention of selling, granting any participation in, or
otherwise distributing the same in a manner contrary to the Securities
Act of 1933, as amended (the "Act"), or applicable state securities
laws.
3.3 Due Diligence. Each Investor severally represents and acknowledges
that he or she has been solely responsible for his or her own "due
diligence" investigation of ETT and its management and business, for his
or her own analysis of the merits and risks of this investment, and for
his or her own analysis of the fairness and desirability of the terms of
the investment; that in taking any action or performing any role
relative to the arranging of the proposed investment, the Investor has
acted solely in his or her own interest, and the Investor has not acted
as an agent, employee, partner or fiduciary of any other person or as an
agent of ETT, or as an issuer, underwriter, broker, dealer or investment
advisor relative to any security involved in this investment. Each
Investor has been given the opportunity to ask questions of and receive
answers from ETT concerning the terms and conditions of the
Common Stock exchange and other matters pertaining to this investment.
The foregoing statements, however, do not limit or modify the
representations and warranties of ETT made herein.
3.4 Investment Experience. Each Investor is an investor in securities of
companies and acknowledges that the Securities are a speculative risk.
Each Investor is able to find for him/ her, or itself in the
transactions contemplated by this Agreement, can bear the economic risk
of his, her or its investment (including possible complete loss of such
investment) for an indefinite period of time and has such knowledge and
experience in financial or business matters that such Investor is
capable of evaluating the merits and risks of the investment in the
Securities. Each Investor understands that the Securities have
not been registered under the Act, or under the securities laws of any
jurisdiction, by reason of reliance upon certain exemptions, and that
the reliance of ETT on such exemptions is predicated upon the accuracy
of the Investors' representations and warranties in this Section 3.
Each Investor severally represents that he, she or it is an "accredited
investor" as defined by the Securities and Exchange Commission.
3.5 Restricted Securities. Each Investor understands that the Securities
are characterized as "restricted securities" under the federal
securities laws inasmuch as they are being acquired from the Company in
a transaction not involving a public offering and that under such laws
and applicable regulations such securities may be resold without
registration under the Act only in certain limited circumstances and in
accordance with the terms and conditions set forth in the legend
described in Section 3.6 below. In this connection, each Investor
represents severally that he, she or it is familiar with SEC Rule 144,
as presently in effect, and understands the resale limitations imposed
thereby and by the Act. Notwithstanding the provisions above, no
registration statement or opinion of counsel shall be necessary for a
transfer by an Investor to the estate of such Investor or the transfer
by gift, will or interstate succession of an Investor to his or her
spouse or lineal descendants or ancestors, if the transferee
agrees in writing to be subject to the terms hereof to the same extent
as if he or she were the original Investor hereunder.
3.6 Legend. It is understood that the certificates evidencing the
securities may bear the following legend:
The securities evidenced by this certificate have not been registered
under the securities act of 1933, as amended (the "Act"), or applicable
state law, and no interest therein may be sold, distributed, assigned,
offered, pledged or otherwise transferred unless (i) there is an
effective registration statement under the Act and applicable state
securities laws covering any such transaction involving said securities,
(ii) this corporation receives an opinion of legal counsel for the
holder of these securities satisfactory to this corporation stating
that such transaction is exempt from registration, or (iii) this
corporation otherwise satisfies itself that such transaction is exempt
from registration. At any date beginning 3 years from the date of
closing, this legend will be cancelled, and a certificate free from such
legend issued to the holder hereof upon compliance with the following
conditions: (a) surrender of this certificate to this corporation in
the manner and at the place designated for cancellation,
(b) a representation by the holder that it has beneficially held the
securities evidenced by this certificate for not less than three years,
and that it is not, and has not within the preceding 90 days been, an
"affiliate" (as that term is defined for purposes of rule 144 under the
Act or any successor rule) of this corporation, and (c) an understanding
that if at any time the holder shall again become an affiliate or
otherwise cease to enjoy free transferability of such
securities under rule 144 either by reason of change of circumstance or
amendment of rule 144, it shall forthwith surrender any unlegended
certificate(s) received by it in respect of the securities evidenced by
this certificate for imposition of any appropriate legend.
3.7 Residency. For purposes of the application of any relevant state
securities laws, the Investors are residents of the States of
Pennsylvania and Ohio.
3.8 NAII's Plan of Reorganization has been confirmed by the Federal
Bankruptcy Court. There are no known debts incurred prior to the
closing that have not been disclosed or accounted for in the Plan of
Reorganization or in the financial statements dated 1/31/95.
3.9 Changes. Since the date of the NAII financial statements (12/31/94)
there have not been:
(a) Any change in the condition (financial or other) or properties,
assets, liabilities, business or general economic or market
conditions or prospects of the Company, except changes in the
ordinary course of business, none of which has been materially
adverse, and all of which in the aggregate have not been
materially adverse, to NAII;
(b) Any damage, destruction or loss (whether or not covered by
insurance) materially and adversely affecting the properties,
assets or business of NAII;
(c) Any material increase in the compensation or rate of
compensation or commissions payable or to become payable by NAII
to any of its directors, officers, salaried employees, sales
persons or agents, or any hiring of any employee at a salary in
excess of $60,000 per annum, or any material change in any then
existing bonus, profit-sharing, retirement or other similar
plan, agreement or arrangement or any adoption of or entry into
of any new bonus, profit-sharing, group life or health
insurance, or other similar plan, agreement or arrangement;
(d) The compensation schedule for the officers, directors, and key
management personnel are as follows:
Annual Salary Other Compensations
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ $90,000.00
▇▇▇▇ ▇▇▇▇▇▇▇ $75,000.00 Normal Company benefit program
▇▇▇ ▇▇▇▇▇▇▇ $75,000.00 for employees applies to all
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ $75,000.00 personnel.
C. ▇▇▇ ▇▇▇▇▇▇▇▇▇ $75,000.00
-------------------------------------------------------------------------------
(e) Any material change in the accounting methods or practices
followed by NAII;
(f) Any material debt obligation or liability (whether absolute or
contingent) incurred by NAII (whether or not presently
outstanding) except (i) current liabilities incurred, and
obligations under agreements entered into, in the ordinary
course of business and (ii) obligations or liabilities entered
into or incurred in connection with the execution of this
Agreement;
(g) Any sales, lease, abandonment or other disposition by the
Company of any real property or, other than in the ordinary
course of business, of any equipment or other operating
properties or any sale, assignment, transfer license or other
disposition by NAII of any Intellectual Property or other
intangible asset; or
(h) Any labor trouble, strike or any other occurrence, event or
condition of any similar character that materially and adversely
affects or may materially and adversely affect the assets,
properties, business or prospects of NAII.
3.10 All pre-petition debts to ▇▇▇▇ ▇▇▇▇▇▇▇ or his Company and ▇▇▇
▇▇▇▇▇▇▇ have been exchanged for shares of Common Stock of NAII prior
to the date of closing.
3.11 The exhibit attached Schedule H is the complete and total agreement
between NAII's principal lender and NAII.
3.12 Capitalization. The authorized capital of NAII consists of 10,000
shares of Common Stock of which 2,800 shares are issued and
outstanding, fully paid and non-assessable. There are no stock options,
warrants or equivalent outstanding that could change the future
ownership of NAII as of the date of closing.
a) ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, and ▇▇▇▇ ▇▇▇▇▇▇▇ own all
issued and outstanding shares in the amounts of 2,000 shares,
400 shares, and 400 shares respectively.
3.13 Tax Advice. Investors are relying solely on the advice of their own
tax advisor with respect to the tax treatment of this transaction and
specially is not relying on tax advice from ETT or its agents.
4. Miscellaneous.
4.1 This agreement shall be governed and construed in accordance with the
laws of the State of Washington.
4.2 The schedules and exhibits referred to in this agreement shall be the
scheduled listed below:
a) NAII amended Plan of Reorganization dated: 1-24-95.
b) NAII financial statement dated: 12-31-94.
c) NAII list of equipment.
d) NAII lease.
e) ETT financial statements dated: 5/31/94.
f) ETT financial statements dated: 11/30/94.
g) ETT Confirmed Plan of Reorganization dated: 4/16/94.
h) NAII loan agreement with First Valley Bank.
4.3 This agreement is the entire agreement of the parties and supersedes any
and all prior negotiations, correspondence, understandings and
agreements between the parties.
In witness thereof, the parties have executed this Agreement as of the date of
closing.
Environmental Testing
Technologies, Inc. ("ETT") by _________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, its President
by ____________________________________
C. ▇▇▇ ▇▇▇▇▇▇▇▇▇, Vice President
and Director
North American
Inspection, Inc. ("NAII") by ____________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, its President
by ____________________________________
, its Secretary
North American Inspection, Inc.
Shareholders ("Investors") by ___________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
by ____________________________________
▇▇▇ ▇. ▇▇▇▇▇▇▇
by _____________________________________
▇▇▇▇ ▇. ▇▇▇▇▇▇▇