ACQUISITION AGREEMENT
AGREEMENT dated November 1, 2000, by, between and among PARA MAS
INTERNET INC., a company incorporated under the laws of the state
of Nevada (hereinafter referred to as "PMII") and having an
address for service at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, and DESTINATION T.B.G. DEVELOPMENT &
MARKETING CORP. a company incorporated under the laws of the
Province of Alberta (hereinafter referred to as the "Company"),
having an address for service at Suite 1500 - ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇.▇.,
▇▇▇▇▇▇▇ in the Province of Alberta and those shareholders of the
Company listed in Schedule "A" attached hereto (collectively
referred to as the "Sellers").
WHEREAS the Sellers carry on an intellectual property business in
the Provinces of Alberta, British Columbia and elsewhere in Canada
and the United States of America (the "Business") and in
connection therewith owns certain Intellectual Property;
WHEREAS, the Sellers desire to sell and PMII desires to purchase
the business of the Company;
NOW, THEREFORE, in consideration of the mutual covenants,
agreements, representations and warranties herein contained, the
parties hereby agree as follows:
1. PURCHASE AND SALE
the Sellers hereby agree to sell, transfer, assign and convey to
PMII and PMII hereby agrees to purchase and acquire from the
Sellers the Company's Business Assets constituting all of the
Intellectual Property of the Company and any and all License
Rights; all License Agreements and distribution rights relating to
the Business granted to the Sellers by any third party under all
contracts and agreements, whether written or oral, all of which
are listed in Schedule B hereto. PMII hereby confirms that the
Business Assets being acquired from the Sellers does not include
the Royalty rights payable to the Company as provided for in the
License Agreement dated April 11, 1997 between the Company and
International Bible Games Inc. attached hereto as Schedule "C".
2. PURCHASE PRICE
the Sellers and PMII all agree that the aggregate purchase price
to be paid by PMII to the Sellers for the Company's Business
Assets (including the Sellers interest in a License Agreement
between Destination T.B.G. Development & Marketing Corp. and
International Bible Games Inc. dated April 11, 1997) shall be
equal to the cost of the assets transferred to PMII from the
Sellers.
3. CLOSING
(a) The Closing for the acquisition of the business assets
to be purchased hereunder pursuant to the Agreement (the
"Closing") shall be held at a date and time agreed to by the
parties in wiring on two days written notice.
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(b) At the Closing, PMII will notify its transfer agent to
deliver to each of the Sellers a certificate of the PMII
shares evidencing his ownership thereof, in accordance with
the amounts specified in Schedule A attached hereto, free and
clear any liens or encumbrances of any kind save and except
Certificates containing the restrictive legends specified and
as disclosed to the Sellers and each of the Sellers will
deliver to PMII a ▇▇▇▇ of Sale evidencing the sale of all of
the Company's Business Assets to PMII.
4. WARRANTIES AND REPRESENTATIONS OF THE COMPANY AND SELLERS
In order to induce PMII to enter into this Agreement and to
complete the transaction contemplated hereby, the Company and each
of the Sellers warrants and represents to PMII as of the date
hereof and as of the Closing date:
(a) Organization and Standing The Company is a corporation duly
-------------------------
organized validly existing and in good standing under the laws of
the Province of Alberta, is qualified to do business in the
Province of Alberta and elsewhere, to the extent required by the
laws of the Province. Copies of the Company's Articles of
Organization have been received by PMII and no changes thereto have
been made to any of the documents.
(b) Transfer of Assets The Company has the power, authority and capacity
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to enter into this Contract and to carry out the transactions
contemplated hereby, all of which have been duly and validly authorized
by all necessary corporate proceedings. The completions of the
transactions contemplated hereby will not constitute a breach by
the Sellers of any statute, by-law or regulation or of its documents
of incorporation by-laws or any of the constituting documents or of
any contract or agreement to which it is a party or by which it is bound
or which would result in the creation of any lien, encumbrance or
other charge on any of the Business assets.
(c) Taxes The Company has or will have filed as requested by PMII
-----
all necessary federal, provincial and local income or other tax returns
and reports that it is required to file with all governmental agencies,
wherever situate, as has paid or accrued for payment all taxes as shown
on such returns, which that a failure to file, pay or accrue will not
have a Material Adverse Effect on the Company. Such returns to be
prepared in accordance with the applicable material tax laws, rules and
regulations thereunder to which the Company is subject.
(d) No Pending Actions To the best knowledge of the Company there are no
------------------
material legal actions, lawsuits, proceedings or investigations, either
administrative or judicial, pending or threatened, against or affecting
the Company, or against the Company's Officers or Directors arising out
of the operations of the Company that are reasonably likely to have
a Material Adverse Effect on the Company. Neither the Company nor any
Seller is subject to any order, writ, judgment, injunction, decree,
determination or award of any court, arbitrator or administrative,
governmental or regulatory authority or body.
(e) Ownership of Assets As described in Schedule B, the Company has good,
-------------------
marketable title, without any liens or encumbrances of any nature
whatever, to all of the following,
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if any; its Intellectual Property,
business assets, properties and rights of every type and description,
including, without limitation, all cash on hand and in banks,
certificates of deposit, stocks, bonds, and other securities, good will,
customer list, its corporate name and all variants thereof, trademarks
and trade names, copyrights and interest thereunder, licenses and
registrations, pending licenses and permits an applications therefore,
inventions, processes, know-how, trade secrets, real estate and
interest therein and improvements thereto, machinery, equipment,
vehicles, notes and accounts receivables, fixtures, rights under
agreements and whatever nature, rights in receivables, books and
records and all other property and rights of every kind and nature
owned or held by the Company as of this date, and will continue to
hold such title on and after the completion of the transactions
contemplated by the Agreement.
(f) No Debt Owned by the Company to Sellers The Company does not owe any
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money, securities, or property to any Seller or any member of his
family or to any company controlled by such a person, directly or
indirectly.
(g) Validity of the Agreement all corporate and other proceedings required
-------------------------
to be taken by the Seller (including its, Officer, Directors and/or
Shareholders) and by the Company in order to enter into and to carry
out this Agreement have been duly and properly taken. This Agreement
has been duly executed by each Seller and by the company, and
constitutes the valid and binding obligation of each of them, except
to the extent limited by applicable bankruptcy, reorganization,
insolvency, moratorium or other laws relating to or effecting generally
the enforcement of creditors rights. The execution and delivery of the
Agreement and of the Assignment of the License Agreement referred to
herein will not result, or with the passage of time or notice, will not
result, in the breach of any of the terms or conditions of, or
constitute a default under or violate the Company's Certificate of
Incorporation or Articles of Organization, or any material agreement,
lease, license, mortgage, bond, indenture or other material document
or undertaking, oral or written, to which the Company or each Sellers
are a party or are bound, nor will such execution and delivery violate
any order, writ, injunction, decree, law, rule or regulation of any
court, regulatory agency or other governmental body to which the company
or any Seller is a party or is bound; and there are no restrictions
which would prevent the Company from conducting its business after
the Closing as a wholly-owned subsidiary of the Company.
(h) Corporate Records all of the Company's books and records, including,
-----------------
without limitation, its books of account, corporate records, and other
records of the Company are up-to-date, complete and reflect accurately
and fairly the conduct of its business in all material respects since
its date of formation. All material reports, returns and statements
currently required to be filed by the Company, with respect to the
business and operations of the Company, with any governmental agency
have been filed or valid extensions have been obtained in accordance
with normal procedures, and all governmental reporting requirements
have been complied with.
(i) No Misleading Statements or Omissions Neither this Agreement nor any
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financial statement, exhibit, schedule or document attached hereto or
presented to the Company
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in connection herewith, contain any materially misleading statement,
or omit any fact or statement necessary to make the other statements
or facts therein set forth not materially misleading.
(j) Enforceability of the Agreement This Agreement and the Schedules
-------------------------------
hereto which are incorporated herein and made a part hereof, when
duly executed and delivered, will be the legal, valid and binding
obligations of the Company enforceable according to their terms,
except to the extent limited by applicable bankruptcy, reorganization,
insolvency, moratorium or other laws relating to or effecting
generally the enforcement of creditors rights, and that at the
Closing, PMII will have acquired title in and to the Company's
Business Assets free and clear of all claims, liens and encumbrances.
(k) Access to Books and Records PMII will have full and free access to
---------------------------
the company's books during the course of this transaction prior to
Closing, during regular business hours.
(l) Significant Agreements At the date of closing, the Company is not
----------------------
and will not be bound by any of the following agreements:
(i) employment, advisory or consulting contracts;
(ii) any plan providing for employee benefits of any nature;
(iii) any lease with respect to any property or equipment;
(iv) any contract or commitment for any future expenditure in excess
of $1,000;
(v) any contract or commitment pursuant to which it has assumed,
guaranteed, endorsed, or otherwise become liable for any obligation
of any other person, firm or organization;
(vi) any contract, agreement, understanding, commitment or arrangement,
other than in the normal course of business, not fully disclosed or
set forth in the Agreement or in the company's Financial Statements;
or
(vii) any agreement with any person relating to the dividend, purchase or
sale of securities, that has not been settled by the delivery or
payment of securities when due, and which remains unsettled upon the
date of the execution and delivery of this Agreement.
There are no representations and warranties provided by the
Company or the sellers except as set forth above.
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5. WARRANTIES AND REPRESENTATIONS OF PMII
In order to induce the Sellers and the Company to enter into this
Agreement and to complete the transaction contemplated hereby,
PMII warrants and represents to the Company and each Seller that:
(a) Organization and Standing PMII is a corporation duly organized,
-------------------------
validly existing and in good standing under the laws of the State
of Nevada, and has full power and authority to own and operate
assets, properties, intellectual properties and business. No changes
thereto will be made in any of the documents at or before Closing.
(b) Capitalization
--------------
(i) As of the date hereof, PMII's entire authorized equity capital
consists of 44,127,570 outstanding common shares all of which are
currently issued and outstanding. All of such PMII's Common Stock
issued and outstanding at the Closing have been duly authorized,
validly issued and are fully paid and non-assessable, have no
preemptive rights and were issued in compliance with all Federal
and state securities laws. The relative rights and preferences of
PMII's equity securities are set forth in PMII's Certificate of
Incorporation and PMII's By-Laws and any amendments thereto. There
are no other voting or equity securities convertible into voting
stock and no outstanding subscriptions, warrants, calls, options,
rights commitments or agreements by which PMII is bound, calling for
the issuance of any additional shares of common stock or any other
voting or equity security.
(ii) The By-Laws of PMII provide that a simple majority of the shares
voting at a stockholders' meeting at which a quorum is present may
elect all of the directors of PMII. Cumulative voting is not
provided for by the By-Laws or Certificate of Incorporation of PMII.
(c) Ownership of PMII Shares By PMII's issuance of the PMII Shares to the
------------------------
Sellers pursuant to this Agreement, each Seller will at the Closing
thereby acquire good, absolute marketable title thereto, free and clear
of all liens, encumbrances, and claims of any nature whatsoever
except those such restrictions on PMII Shares that have been disclosed
to the Sellers and may not have been registered under the 1933 Act
and accordingly certain hold periods may be applicable in the United
States.
(d) No Business PMII has never and will not on the Closing have ever
conducted business, owned assets, employed persons or incurred any
liabilities other than professional fees which have been accounted for
in the Financial Statements of PMII.
(e) Significant Agreements PMII is not and will not at closing be bound by
any of the following:
(i) employment, advisory or consulting contract and has no employees;
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(ii) any plan providing for employee benefits of any nature;
(iii) any lease with respect to any property or equipment;
(iv) any contract or commitment for any future expenditure in
excess of $1,000;
(v) any contract or commitment pursuant to which it has assumed,
guaranteed, endorsed or otherwise become liable for any obligation
of any other person, firm or organization;
(vi) any contract, agreement, understanding, commitment or arrangement,
other than in the normal course of business, not fully disclosed or
set forth in the Agreement or in PMII's Financial Statements; or
(vii) any agreement with any person relating to the dividend, purchase or
sale of securities, that has not been settled by the delivery or
payment of securities when due, and which remains unsettled upon
the date of the execution and delivery of this Agreement.
(f) Taxes PMII has filed all federal, state and local income or other
-----
tax returns and reports that it is required to file with all
governmental agencies, wherever situate, and has paid all taxes
as shown on such returns. All of such returns have been prepared
in accordance with the applicable tax laws and rules and regulations
thereunder to which PMII is subject. To PMII's knowledge, there is no
audit or threat of any audit of any tax return for any period, and
PMII knows of no basis for the assertion of any additional taxes of
any kind.
(g) Absence of Liabilities at and as of the Closing Date, PMII has agreed
----------------------
to be solely responsible for the reasonable legal and accounting fees
incurred by the Company in connection with this transaction. PMII
will bear no responsibility for any other liabilities of any kid or
nature, fixed or contingent.
(h) No Pending Actions; Securities Issuance There are no material legal
---------------------------------------
actions, lawsuits, proceedings or investigations, either administrative
or judicial, pending or threatened, against or affecting PMII, or
against any of PMII's officers or directors and arising out of their
operation of PMII that are reasonably likely to have a Material
Adverse Effect on PMII and PMII has not violated any securities law,
ordinance or regulation of any kind whatever, including, but not limited
to the 1933 Act, the 1934 Act, the rules and regulations of the SEC, or
the securities laws and regulations of any U.S. state or Canadian
province. PMII is not subject to any order, writ, judgment, injunction,
decree, determination or aware of any court, arbitration or
administrative, governmental or regulatory authority or body. All
of PMII's common stock issued and outstanding at the Closing will have
been issued in compliance with all Federal and state securities laws.
PMII is not an investment company as defined in the securities laws.
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(i) Corporate Records All of PMII's books and records, including without
-----------------
limitation, its books of account, corporate records, minute book,
stock certificate books and other records are up-to-date, complete
and reflect accurately and fairly the conduct of its business in all
material respects since its date of incorporation.
(j) No Misleading Statements or Omissions Neither this Agreement nor any
-------------------------------------
financial statement, exhibit, schedule or document attached hereto or
presented to the Company or the Sellers in connection herewith contains
any materially misleading statement, or omits any fact or statement
necessary to make the other statements or facts herein set forth
not materially misleading.
(k) Validity of the Agreement All corporate and other proceedings required
-------------------------
to be taken by PMII in order to enter into and to carry out this
Agreement have been duly and properly taken. This Agreement has been duly
executed by PMII and constitutes a valid, binding and enforceable
obligation of PMII, except to the extent limited by applicable
bankruptcy, reorganization, insolvency, moratorium or other laws
relating to or effecting generally the enforcement of creditors
rights. The execution and delivery of this Agreement will not result,
or, with the passage of time or notice, will not result, in the breach
of any of the terms or conditions of, or constitute a default under
or violate PMII 's Certificate of Incorporation or By-Laws, or any
agreement, lease, mortgage, bond, indenture, license or other document or
undertaking, oral or written, to which PMII is a party or is bound or
may affected, nor will such execution, delivery and carrying out
violate any order, writ, injunction, decree, law, rule or regulation of
any court, regulatory agency or other governmental body.
(l) Enforceability of the Agreement When duly executed and delivered,
-------------------------------
this Agreement and the Schedules hereto which are incorporated herein
and made a part hereof are legal, valid, and enforceable obligations of
PMII according to its terms, except to the extent limited by applicable
bankruptcy reorganization, insolvency, moratory or other laws relating
to or effecting generally the enforcement of creditors rights, and that
at the time of such execution and deliver, the Sellers will have
acquired good marketable title in and to the PMII Shares acquired
pursuant hereto, free and clear of all liens and encumbrances.
(m) Access to Books and Records The Company and the Sellers will have
---------------------------
full and free access during regular business hours and on reasonable
prior notice to PMII's books and records during the course of this
transaction prior to and at the Closing.
(n) PMII's Financial Statements PMII has provided the Company and the
---------------------------
Sellers with its audited financial statements together with
unaudited management prepared financial statements (the "PMII
financial Statements"). The PMII Financial Statements and the
notes thereto are true, complete and accurate and fairly present the
consolidated assets, liabilities and accounting principles consistently
applied throughout the periods involved. PMII does not have any
liabilities or obligations of any nature (absolute, accrued,
contingent or otherwise) which were not fully reflected in the PMII
Financial Statements.
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(o) PMII's Financial Condition At the Closing, and after consummation of
--------------------------
all of the transactions contemplated hereby, PMII will have no
material assets or liabilities.
(p) Directors' and Stockholder Approval Promptly upon the execution
-----------------------------------
and delivery of this Agreement, but in any event, on or before the
Closing, PMII's Board of Directors, and its shareholders, if required,
by meeting or consent, will have approved this Agreement, and all
matters set forth herein as conditions precedent to the consummation by
the Sellers of the closing hereunder.
(q) Consents Except as described in Section 8 hereof, no consent of any
--------
person is necessary to the consummation of the transaction
contemplated hereby.
(r) No Brokers No broker, finder or investment broker is entitled to
----------
any brokerage, finder's or other fee or commission in connection with
any of the transactions contemplated by this Agreement.
There are no representations and warranties provided by the
Company or the Sellers except as set for the above.
6. SURVIVAL OF TERMS
All of the terms and conditions of this Agreement, together with
the warranties, representations and covenants contained herein or
in any instrument or document delivered to or to be delivered
pursuant to this Agreement, shall survive the execution of this
Agreement and the Closing, notwithstanding any investigation
heretofore or hereafter made by or on behalf of any party hereto;
provided, however, that (a) the agreements and covenants set forth
in this Agreement shall survive and continue until all obligations
set forth therein shall have been performed and satisfied; and (b)
all representations and warranties shall survive and continue for,
and all claims with respect thereto shall be made prior to the end
of 12 months from the Closing.
7. THE PMII SHARES
All of the PMII Shares subject to the restrictions disclosed to
the Sellers shall be validly issued, fully paid and non-assessable
shares of PMII's Common Stock, with full voting rights, dividend
rights, and right to receive the proceeds of liquidation, if any,
as set forth in PMII's Certificates of Incorporation.
8. CONDITIONS PRECEDENT TO CLOSING BY THE SELLERS
Each and every obligation of PMII under this Agreement to be
performed on or before the Closing shall be subject to the
satisfaction, or or before the Closing, of each of the following
conditions; unless waived in writing by the Sellers:
(a) Representations and Warranties True The representations and warranties
-----------------------------------
of PMII contained in this Agreement and in all certificates and other
documents delivered and to be delivered by PMII to the sellers pursuant
hereto or in connection with the transactions contemplated hereby shall
be in all material respects true and accurate as of the date when made
and at and as of the closing as though such representations and
warranties were made at and as of such date;
(b) Performance PMII shall have performed and complied with all
-----------
agreements, obligations and conditions required by this Agreement to
be performed or complied with by it on or prior to the closing;
(c) Board of Director and Shareholder Approval PMII's Board of Directors
------------------------------------------
and, if required by law, its shareholders shall have approved the
transactions contemplated by this Agreement, including the
Reorganization, in the manner required by applicable state law;
(d) No Governmental Proceeding or Litigation No suit, action,
----------------------------------------
investigation, inquiry or other proceeding by any governmental body
or other person or legal or administrative proceeding shall have
been instituted or threatened which challenges the validity or
legality of the transactions contemplated hereby;
(e) Proceedings All proceedings to be taken in connection with the
-----------
transactions contemplated by this Agreement by PMII, and all
documents incident thereto, shall be reasonably satisfactory to the
Sellers and their counsel, and the Sellers shall have received a
true, correct and complete copy of all such documents as the Sellers
or their counsel may reasonably request in order to establish the
consummation of such transactions and the taking of all proceedings
in connection therewith;
(f) Certificates/Statutory Declarations. PMII shall have furnished the
------------------------------------
Sellers with such certificates/statutory declarations of its officers
to evidence the compliance with the conditions set forth in this
Agreement as may be reasonably requested by the Sellers.
9. CONDITIONS PRECEDENT TO THE CLOSING BY PMII
Each and every obligation of the Sellers and the Company under
this Agreement to be performed on or before the Closing shall be
subject to the satisfaction, on or before the Closing, of each of
the following conditions, unless waived in writing by PMII:
(a) Representations and Warranties True. The representations and
------------------------------------
warranties of Sellers contained in this Agreement and in all
certificates and other documents delivered and to be delivered by
the Sellers to PMII pursuant hereto or in connection with the
transactions contemplated hereby shall be in all material respects
true, complete and accurate as of the date when made and at and as of
the Closing as though such representations and warranties were made
at and as of such date;
(b) Performance. The Sellers shall have performed and complied with
-----------
all agreements, obligations and conditions required by this Agreement
to be performed or complied with by it on or prior to the Closing;
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(c) Assignment of License. The Sellers shall have performed and complied
----------------------
with all arrangements and Directors Resolutions to comply with the
proper assignment, sale or transfer of the intellectual property rights
it owns as a result of its license agreement with International Bible
Games Inc.;
(d) Board of Directors Approval. The Sellers Board of Directors shall
----------------------------
have approved the transactions contemplated by this Agreement,
including the Consent to the Assignment, in the manner required herein
for the Intellectual Property;
(e) No Governmental Proceeding or Litigation. No suit, action,
-----------------------------------------
investigation, inquiry or other proceeding by any governmental body or
other person or legal or administrative proceeding shall have been
instituted or threatened which challenges the validity or legality of
the transactions contemplated hereby;
(f) Proceedings. All proceedings to be taken in connection with the
------------
transactions contemplated by this Agreement by the Sellers and the
Company, and all documents incident thereto, shall be reasonably
satisfactory to PMII and it's counsel, and PMII shall have received a
true, correct and complete copy of all such documents as PMII
or it's counsel may reasonably request in order to establish
the consummation of such transactions and the taking of all proceedings
in connection therewith;
(g) Certificates/Statutory Declarations. The Sellers shall have furnished
------------------------------------
PMII with such certificates/statutory declarations to evidence
the compliance with the conditions set forth in this Section 9 as may
be reasonably requested by PMII;
(h) Legal Opinion. The Sellers and the Company at the option of PMII
--------------
shall have delivered to PMII an opinion of counsel for the Company,
in form and substance reasonably satisfactory to PMII and it's
counsel stating that (a) the Company is duly organized and validly
existing under the laws of the State of California and is in good
standing with the California Secretary of State; (b) all necessary
steps have been taken pursuant to the terms of the Company's Articles
of Organization and Operating Agreement to permit the transfer of
the ownership of the Company to PMII; (c) counsel for the Company has
no knowledge of any liens or encumbrances which would affect Seller's
ability to transfer 100% of the Company to PMII; and (d) counsel for
the Company has no knowledge of Company's violation of any laws or
regulations of the State of California, or any basis for the assertion
of any claim relating thereto;
10. TERMINATION
This Agreement may be terminated at any time before or at Closing
by:
(a) The mutual Agreement of the parties;
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(b) Any party if:
(i) any provision of this Agreement applicable to a party shall
be materially untrue or fail to be accomplished;
(ii) any legal proceeding shall have been instituted or shall be
imminently threatening to delay, restrain or prevent the consummation
of this Agreement or any material component thereof.
Upon the termination of this Agreement for any reason, in
accordance with the terms and conditions set forth in this
Section, each party shall bear all of it's own costs and expenses
and no party shall be liable to the other.
11. POST CLOSING ITEMS
Within 20 days after the Closing, PMII shall file as required by
the Securities and Exchange Commission and any state security
regulatory authority such forms as are required under applicable
federal and state securities laws in connection with the
transactions contemplated hereunder.
12. ENTIRE AGREEMENT; WAIVER OF BREACH
Except insofar as such other agreements are specifically referred
to herein or are incorporated herein by reference, this Agreement
constitutes the entire agreement between the parties and
supersedes any prior agreement or understanding among them in
respect of the subject matter hereof, and there are no other
agreements, written or oral, nor may the agreement be modified
except in writing and executed by all of the parties hereto; and
no waiver of any breach or condition of this Agreement shall be
deemed to have occurred unless such waiver is in writing, signed
by the party against whom enforcement is sought, and no waiver
shall be claimed to be a waiver of any subsequent breach or
condition of a like or different nature.
13. NO THIRD PARTY BENEFICIARIES
The provisions of this Agreement are for the exclusive benefit of
the parties who are signatories hereto and their permitted
successors and assigns, and no their party shall be a beneficiary
or, have any rights by virtue of this Agreement.
14. ASSIGNMENT: BINDING EFFECT
This Agreement, including both it's obligations and benefits,
shall inure to the benefit of, and by binding on the respective
permitted assigns, transferees, successors and heirs of the
parties. This Agreement may not be assigned or transferred in
whole or in part by any party without the prior written consent of
all other parties.
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15. MATERIAL ADVERSE EFFECT
As used in this Agreement, "Material Adverse Effect" with respect
to a party means any change in, or effect on, the business
conducted by such party that is, or is reasonably likely to be,
materially adverse to (i) the business result of operations,
prospects or condition (financial or otherwise) of such party and
it's subsidiaries, taken as a whole, or (ii) the assets and
properties used or useful in the conduct of the business of such
party and it's Subsidiaries, taken as a whole.
16. GOVERNING LAW
This Agreement shall be governed by and construed in accordance
with the internal laws of the Province of British Columbia,
determined with regard to it's conflicts of law principles. all
parties hereto (i) agree that any legal suit, action or proceeding
arising out of or relating to this Agreement shall be instituted,
only in a federal or state court in the Province of British
Columbia, (ii) waive any objection which may nor or hereafter have
to the laying of the venue of any such suit, action or proceeding,
and (iii) irrevocably submit to the exclusive jurisdiction of such
federal or state court in the Province of British Columbia in any
such suit, action or proceeding, but such consent shall not
constitute a general appearance or be available to any other
person who is not a party to this Agreement.
17. COUNTERPARTS
This Agreement may be executed in duplicate facsimile
counterparts, each of which shall be deemed an original and
together shall constitute one and the same binding Agreement, with
one counterpart being delivered to each party hereto.
18. SEVERABILITY
If any provision of this Agreement shall be held invalid or
unenforceable, such invalidity or unenforceability shall attach
only to such provision and shall not in any manner affect or
render invalid or unenforceable any other severable provision of
this Agreement, and this Agreement shall be carried out as if any
such invalid or unenforceable provision were not contained herein.
19. RESTRICTIVE LEGEND
Each certificate representing shares of PMII Common Stock being
issued to the Sellers shall bear the following legend in addition
to such other restrictive legends as may be required by law or as
mutually agreed by all parties hereto:
"The shares represented by this certificate have not been registered
under the Securities Act of 1933, as amended (the "Act"), or any
state securities laws, and no sale or transfer thereof may be
effected without an effective registration statement or an opinion
of counsel for the holder, satisfactory to PMII, that such
registration is not required under the Act and any applicable
state securities laws."
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20. NUMBER AND GENDER
Wherever from the context it appears appropriate, each term stated
in either the singular or the plural shall include the singular
and the plural, and pronouns stated in either the masculine, the
feminine or the neuter gender shall include the masculine,
feminine and neuter.
21. DEFAULT BY THE PARTIES
In the event that one party hereto is in material breach of this
Agreement, the other party may provide written notice of that
breach, and will provide a cure period of not less than 30 days.
In the event that the material breach continues beyond the 30-day
cure period, the other party will have the right to terminate the
Agreement by providing written notice of said termination.
IN WITNESS WHEREOF, the parties hereto have set their hands and
seals as of the date and year above first written.
PARA MAS INTERNET INC. BY
its authorized signatory
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DESTINATION T.B.G. DEVELOPMENT &
MARKETING CORP. by its
authorized signatory
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