AGREEMENT CONCERNING THE EXCHANGE OF COMMON STOCK
BETWEEN WATERFORD CAPITAL, INC. AND
▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ LTD.
THIS AGREEMENT, made this 23rd day of April, 1996, by and between Waterford
Capital, Inc., a Colorado corporation ("Waterford"), and ▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Ltd.,
a Bermuda corporation ("Mediconsult").
WHEREAS, Waterford desires to acquire all of the issued and outstanding shares
of common stock of Mediconsult in exchange for an aggregate of 55,000
authorized but unissued shares of the common stock, no par value, of
Waterford; and
WHEREAS, Mediconsult desires to assist Waterford in a business combination
which will result in the shareholders of Mediconsult owning together
approximately 81% of the then issued and outstanding shares of Waterford's
common stock and Waterford owning 100% of the issued and outstanding shares of
Mediconsult's common stock;
NOW, THEREFORE, in consideration of the mutual promises, covenants, and
representations contained herein, THE PARTIES HERETO AGREE AS FOLLOWS:
ARTICLE I
1.1 ISSUANCE OF SHARES. Subject to all of the terms and conditions of this
Agreement, Waterford agrees to offer 55,000 shares of its common stock in
exchange for all of the shares of Mediconsult common stock issued end
outstanding. The Waterford common stock will be issued directly to the
shareholders of Mediconsult which accepted the Exchange Offer.
1.2 EXEMPTION FROM REGISTRATION. The parties hereto intend that the common
stock to be issued by Waterford to the shareholders of Mediconsult shall be
exempt from the registration requirements of the Securities Act of 1933, as
amended (the "Act"), pursuant to Section 4(2) and/or 3(b) of the Act and the
rules and regulations promulgated thereunder.
1.3 INVESTMENT INTENT. Prior to the consummation of the Exchange Offer, the
shareholders of Mediconsult shall execute Letters of Acceptance and such other
documents containing, among other things, representations and warranties
relating to investment intent and investor status, restrictions on
transferability and restrictive legends such that the counsel for both
Waterford and Mediconsult shall be satisfied that the exchange of shares as
contemplated by this Agreement will be exempt from the registration
requirements of the Act.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF MEDICONSULT
Mediconsult hereby represents and warrants to Waterford that:
2.1 ORGANIZATION. Mediconsult is a corporation duly organized, validly
easing, and in good standing under the laws of Bermuda has all necessary
corporate powers to own its properties and to carry on its business as now
owned and operated by it, and is duly qualified to do business and is in good
standing in each of the states where its business requires qualification.
2.2 CAPITAL. The authorized capital stock of Mediconsult consists of 12,000
shares of common stock, no par value of which 12,000 shares are currently
issued and outstanding. All of the issued and outstanding shares of
Mediconsult are duly and validly issued, fully paid, and non-assessable.
2.3 SUBSIDIARIES. As of the date hereof, Mediconsult does not have any
subsidiaries or own any interest in any other enterprise (whether or not such
enterprise is a corporation) except as disclosed herein.
2.4 DIRECTORS AND OFFICERS. Exhibit 2.4 to this Agreement, the text of which
is hereby incorporated herein by reference, contains the names and titles of
all directors and officers of Mediconsult as of the date of this Agreement.
2.5 FINANCIAL STATEMENTS. Exhibit 2.5 to this Agreement, the text of which is
hereby incorporated herein by reference, consists of the unaudited financial
statements of Mediconsult as of April 23, 1996, containing the unaudited
balance sheet of Mediconsult and the related statements of operations,
statements of stockholders' equity and changes in financial position, for the
period then ended. The financial statements have been prepared in accordance
with generally accepted accounting principles and practices consistently
followed by Mediconsult throughout the period indicated, and fairly present
the financial position of Mediconsult as of the date of the balance sheet
included in the financial statements, and the results of operations for the
period indicated.
2.6 ABSENCE OF CHANGES. Since the date of the balance sheet included in
Exhibit 2.5, there has not been any change in the financial condition or
operations of Mediconsult, except for changes in the ordinary course of
business, which changes have not in the aggregate been materially adverse.
2.7 ABSENCE OF UNDISCLOSED LIABILITIES. As of the date of the balance sheet
included in Exhibit 2.5, Mediconsult did not have any material debt,
liability, or obligation of any nature, whether accrued, absolute, contingent
or otherwise, and whether due or to become due, that is not reflected in such
balance sheet.
2.8 INVESTIGATION OF FINANCIAL CONDITION. Without in any manner reducing or
otherwise mitigating the representations contained herein, Waterford and/or
its attorneys shall have the opportunity to meet with accountants and
attorneys to discuss the financial condition of Mediconsult. Mediconsult shall
make available to Waterford and or its attorneys all books and records of
Mediconsult once reasonable notice of such request has been given.
2.9 COMPLIANCE WITH LAWS. Mediconsult has complied with, and is not in
violation of, applicable federal, state or local statutes, laws and
regulations (including, without limitation) any applicable building, zoning or
other law, ordinance regulation) affecting its properties or the operation of
its business.
2.10 LITIGATION. Mediconsult is not a party to any legal action, arbitration,
administrative or other proceeding, or governmental investigation pending or,
to the best knowledge of Mediconsult, threatened against or affecting
Mediconsult or its business, assets or financial condition. Mediconsult is not
in default with respect to any order, writ, injunction or decree of any
federal, state, local or foreign court, department, agency or instrumentality.
Mediconsult is not engaged in any legal action to recover monies due to it.
2.11 AUTHORITY. The Board of Directors of Mediconsult has authorized the
execution of this Agreement and the consummation of transactions contemplated
herein, and Mediconsult has full power and authority to execute, deliver and
perform this Agreement and this Agreement in a legal, valid and binding
obligation of Mediconsult, and is enforceable in accordance with its terms and
conditions.
2.12 ABILITY TO CARRY OUT OBLIGATIONS. The execution and delivery of this
Agreement by Mediconsult and the performance by Mediconsult of its obligations
hereunder in the time and manner contemplated will not cause, constitute or
conflict with or result in (a) any breach or violation of any of the
provisions of or constitute a default under any license, indenture, mortgage,
charter, instruments, articles of incorporation, bylaws, or other agreement or
instrument to which Mediconsult is a party, or by which it may be bound, nor
____ any consents or authorizations of any party other than those hereto be
required, (b) an event that would permit any party to any agreement or
instrument to terminate it or to accelerate the maturity of any indebtedness
or other obligation of Mediconsult, or (c) any event that would result in the
creation or imposition of any lien, charge, or encumbrance on any asset of
Mediconsult.
2.13 FULL DISCLOSURE. None of the representations and warranties made by
Mediconsult herein, or in any exhibit, certificate furnished or to be
furnished by Mediconsult, or on its behalf, contains or will contain any
untrue statement of material fact, or omit any material fact the omission of
which would be misleading.
2.14 ASSETS. Mediconsult has good and marketable title to all of its property
free and clear of any and all liens, claims and encumbrances of any nature,
form or description.
2.15 INDEMNIFICATION. Mediconsult agrees to defend and hold Waterford
harmless against and in respect of any and all claims, demands, losses, costs,
expenses, obligations, liabilities, damages, recoveries and deficiencies,
including interest, penalties, and reasonable attorney fees, that it shall
incur or suffer, which anise out of, result from or relate to any breach of,
or failure by Mediconsult to perform any of its respective representations,
warranties, covenants and agreements in this Agreement or in any exhibit or
other instrument furnished or to be furnished by Mediconsult under this
Agreement.
ARTICLE III
Waterford represents and warrants to Mediconsult that:
3.1 ORGANIZATION. Waterford is a corporation duly organized, validly
existing, and in good standing under the laws of the state of Colorado, has
all necessary corporate powers to own its properties and to carry on its
business as now owned and operated by it, and is duly qualified to do business
and is in good standing in each of the states where its business requires
qualification.
3.2 CAPITAL. The authorized capital stock of Waterford consists of
700,000,000 shares of common stock of which 13,500 shares of common stock are
currently issued and outstanding, and 10,000,000 shares of preferred stock of
which no shares are issued or outstanding. All of the issued and outstanding
shares are duly and validly issued, fully paid and non-assessable. There are
no outstanding subscriptions, options, rights, warrants, convertible
securities, or other agreements or commitments obligating Waterford to issue
or to transfer from treasury any additional shares of its capital stock of any
class.
3.3 SUBSIDIARIES. Waterford does not have any subsidiaries or own any
interest in any other enterprise (whether or not such enterprise is a
corporation).
3.4 DIRECTORS AND OFFICERS. Exhibit 3.4, annexed hereto and hereby
incorporated herein by reference, contains the names and title of all
directors and officers of Waterford as of the date of this Agreement.
3.5 FINANCIAL STATEMENTS. Exhibit 3.5, annexed hereto end hereby
incorporated herein by reference, consists of the unaudited financial
statements of Waterford as of April 23, 1996 containing the balance sheet of
Waterford and the related statements of operations, changes in stockholders'
equity and changes in financial position for the period then ended. The
financial statements have been prepared in accordance with generally accepted
accounting principles and practices consistently followed by Waterford
throughout the period indicated, and fairly present the financial position of
Waterford as of the date of the balance sheet included in the financial
statements, and the results of operations for the period indicated.
3.6 ABSENCE OF CHANGES. Since April 23, 1996, there has not been any change
in the financial condition or operations of Waterford, except for changes in
the ordinary course of business, which changes have not in the aggregate been
materially adverse.
3.7 ABSENCE OF UNDISCLOSED LIABILITIES. As of April 23, 1996, Waterford did
not have any material debt, liability, or obligation of any nature, whether
accrued, absolute, contingent or otherwise, and whether due or to become due,
that is not reflected in Waterford's balance sheet as of April 23, 1996.
3.8 INVESTIGATION OF FINANCIAL CONDITION. Without in any manner reducing or
otherwise mitigating the representations contained herein, Mediconsult shall
have the opportunity to meet with Waterford's accountants and attorneys to
discuss the financial condition of Waterford. Waterford shall make available
to Mediconsult all books and records of Waterford once reasonable notice of
such request has been given.
3.9 COMPLIANCE WITH LAWS. Waterford has complied with, and is not in
violation of, applicable federal, state or local statutes, laws and
regulations (including, without limitation, any applicable building, zoning,
or other law, ordinance, or regulation) affecting its properties or the
operation of its business.
3.10 LITIGATION. Waterford is not a party to any legal action, arbitration,
administrative, or other proceeding, or governmental investigation pending or,
to the best knowledge of Waterford, threatened against or affecting Waterford
or its business, assets, or financial condition. Waterford is not in default
with respect to any order, writ, injunction, or decree of any federal, state,
local, or foreign court, department agency, or instrumentality. Waterford is
not engaged in any legal action to recover moneys due to it.
3.11 AUTHORITY. The Board of Directors of Waterford has authorized the
execution of this Agreement and the transactions contemplated herein, and
Waterford has full power and authority to execute, deliver and perform this
Agreement and this Agreement is the legal, valid and binding obligation of
Waterford, and is enforceable in accordance with its terms and conditions.
3.12 ABILITY TO CARRY OUT OBLIGATIONS. The execution and delivery of this
Agreement by Waterford and the performance by Waterford of its obligations
hereunder will not cause, constitute, or conflict with or result in (a) any
breach or violation of any of the provisions of or constitute a default under
any license, indenture, mortgage, charger, instrument, certificate of
incorporation, bylaw, or other agreement or instrument to which Waterford is a
party, or by which it may be bound, nor will any consents or authorizations of
any part other than those hereto be required, (b) an event that would permit
any party to any agreement or instrument to terminate it or to accelerate the
maturity of any indebtedness or other obligation of Waterford, or (c) an event
that would result in the creation or imposition of any lien, charge, or
encumbrance on any asset of Waterford.
3.13 FULL DISCLOSURE. None of the representations and warranties made by
Waterford herein, or in any exhibit, certificate or memorandum furnished or to
be furnished by Waterford, or on its behalf, contains or will contain any
untrue statement of material fact, or omit any material fact the omission of
which would be misleading.
3.14 ASSETS. Waterford has good and marketable title to all of its property
free and clear of any and all liens, claims and encumbrances.
3.15 INDEMNIFICATION. Waterford agrees to indemnify, defend and hold
Mediconsult harmless against and in respect of any and all claims, demands,
losses, costs, expenses, obligations, liabilities, damages, recoveries and
deficiencies, including interest, penalties, and reasonable attorney fees,
that they shall incur and suffer, which arise out of, result from or relate to
any breach of, or failure by Waterford to perform any of its representations,
warranties, covenants or agreements in this Agreement or in any schedule,
certificate, exhibit or other instrument furnished or to be furnished by
Waterford under this Agreement.
ARTICLE IV
COVENANTS
4.1 INVESTIGATIVE RIGHTS. From the date of this Agreement until the Closing
Date, each party shall provide to the other party, and such other party's
counsels, accountants, auditors, and other authorized representatives, full
access during normal business hours and upon reasonable advance written notice
to all of each party's properties, books, contracts, commitments, and records
for the purpose of examining the same. Each party shall furnish the other
party with all information concerning each party's affairs as the other party
may reasonably request.
4.2 CONDUCT OF BUSINESS. Prior to the Closing, Waterford and Mediconsult
shall each conduct its business in the normal course, and shall not sell,
pledge, or assign any assets, without the prior approval of the other party,
except in the regular course of business. Neither Waterford or Mediconsult
shall amend its Articles of Incorporation (except as described herein) or
Bylaws, declare dividends, redeem or sell stock or other securities, incur
additional liabilities, acquire or dispose of fixed assets, change employment
terms, enter into any material or long-term contract, guarantee obligations of
any third party, settle or discharge any balance sheet receivable for less
than its stated amount, pay more on any liability than its stated amount, or
enter into any other transaction other than in the regular course of business.
4.3 REQUIRED CORPORATE ACTION BY WATERFORD AND MEDICONSULT. Waterford and
Mediconsult shall cause a meeting of their directors to be duly called and
held as soon as practicable for the purpose of voting on the approval, subject
to due diligence, of this Agreement.
4.4 OFFICERS. Effective on the Closing Date, the officers of Waterford will
consist of the following:
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ - President and Chief Executive Officer, Director
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ - Secretary and Treasurer, Director
ARTICLE V
CONDITIONS PRECEDENT TO WATERFORD'S PERFORMANCE
5.1 CONDITIONS. Waterford's obligations hereunder shall be subject to the
satisfaction, at or before the Closing, of all the conditions set forth in
this Article V. Waterford may waive any or all of these conditions in whole
or in part without prior notice; provided, however, that no such waiver of a
condition shall constitute a waiver by Waterford of any other condition of or
any of Waterford's other rights or remedies, at law or in equity, if
Mediconsult shall be in default of any of their representations, warranties,
or covenants under this Agreement.
5.2 ACCURACY OF REPRESENTATIONS. Except as otherwise permitted by this
Agreement, all representations and warranties by Waterford in this Agreement
or in any written statement that shall be delivered to Mediconsult by
Waterford under this Agreement shall be true and accurate on and as of the
Closing Date as though made at that time.
5.3 PERFORMANCE. Waterford shall have performed, satisfied, end complied with
all covenants, agreements, and conditions required by this Agreement to be
performed or complied with by it, on or before the Closing Date.
5.4 ABSENCE OF LITIGATION. No action, suit, or proceeding before any court or
any governmental body or authority, pertaining to the transaction contemplated
by this Agreement or to its consummation, shall have been instituted or
threatened against Waterford on or before the Closing Date.
5.5 ACCEPTANCE BY WATERFORD DIRECTORS. The Board of Directors of Waterford
shall have voted to approve this Agreement.
5.6 FINANCIAL CONDITION OF WATERFORD. On the Closing Date, the assets and
liabilities of Waterford shall not be significantly different than the amounts
shown on its balance sheet included in Exhibit 2.5 hereto except for changes
in the ordinary course of business.
ARTICLE VI
CONDITIONS PRECEDENT TO MEDICONSULT'S PERFORMANCE
6.1 CONDITIONS. Mediconsult's obligations hereunder shall be subject to the
satisfaction, at or before the Closing, of all the conditions set forth in
this Article VI. Mediconsult may waive any or all of these conditions in
whole or in part without prior notice; provided, however, that no such waiver
of a condition shall constitute a waiver by Mediconsult of any other condition
of or any of Mediconsult's rights or remedies, at law or in equity, if
Waterford shall be in default of any of its representations, warranties, or
covenants under this Agreement.
6.2 ACCURACY OF REPRESENTATIONS. Except as otherwise permitted by this
Agreement, all representations and warranties by Mediconsult in this Agreement
or in any written statement that shall be delivered to Waterford by
Mediconsult under this Agreement shall be true and accurate on and as of the
Closing Date as though made at that time.
6.3 PERFORMANCE. Mediconsult shall have performed, satisfied, and complied
with all covenants, agreements, and conditions required by this Agreement to
be performed or complied with by it, on or before the Closing Date.
6.4 ABSENCE OF LITIGATION. No action, suit or proceeding before any court or
any governmental body or authority, pertaining to the transaction contemplated
by this Agreement or to its consummation, shall have been instituted or
threatened against Waterford on or before the Closing date.
6.5 APPROVAL BY MEDICONSULT SHAREHOLDERS. The approvals of the shareholders
of Mediconsult of the matters set forth in this Agreement shall have been
obtained.
6.6 FINANCIAL CONDITION OF MEDICONSULT. On the Closing Date, the assets and
liabilities of Waterford shall not be significantly different than the amounts
shown on its balance sheet included in Exhibit 2.5 hereto except for changes
in the ordinary course of business.
ARTICLE VII
CLOSING
7.1 CLOSING. The Closing of this transaction shall be held at the offices of
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, or such other
place as shall be mutually agreed upon, on such date as shall be mutually
agreed upon by the parties. At the Closing, the following documents, in form
reasonably acceptable to counsel to the parties or as set forth hereby shall
be delivered:
By Waterford:
A. An officer's certificate, dated the Closing Date, that all representations,
warranties, covenants, and conditions set forth in this Agreement on behalf of
Waterford are true and correct as of, or have been fully performed and
complied with by, the Closing date.
B. A signed Consent and/or Minutes of the Directors of Waterford approving
this Agreement and each matter to be approved by the Directors of Waterford
under this Agreement
By Mediconsult:
A. An officer's certificate, dated the Closing Date, that all representations,
warranties, covenants, and conditions set forth in this Agreement on behalf of
Mediconsult are true and correct as of, or have been fully performed and
complied With by' the Closing Date.
B. A signed Consent or Minutes of the Directors of Mediconsult approving this
Agreement and each matter to be approved by the Directors of Mediconsult under
this Agreement.
C. Signed letters of acceptance from the shareholders of Mediconsult accepting
the offer to exchange their shares for shares and warrants of Waterford.
7.2 ISSUANCE OF WATERFORD STOCK. As promptly as practicable after the Closing
Date, each holder of an outstanding certificate or certificates representing
shares of Mediconsult common stock shall surrender the same to Waterford, and
shall receive, in exchange, a certificate or certificates representing the
number of shares of Waterford common stock for which the shares of Mediconsult
common stock represented by the certificate or certificates shall have been
exchanged.
ARTICLE VIII
REMEDIES
8.l DISPUTES. Any dispute that might arise over the enforcement,
interpretation or execution of this Agreement and which is not amicably
settled will be submitted to arbitration in Denver, Colorado, before a panel
of arbitrators selected as follows:
Within ten (1O) days of demand by either party for arbitration, each party
will select one (1) arbitrator and those two arbitrators will select a third
arbitrator and those three (3) persons shall constitute the panel of
arbitrators. The arbitrators will conduct the hearings on continuous business
days, and their decisions will be by majority vote. All costs of the
arbitrators will be shared equally, but the arbitrators are authorized to
award costs and counsel fees to the prevailing party, if necessary. All
documents to be brought into evidence will be produced within 10 days of
notice of request for arbitration.
8.2 COSTS. If any legal action or any arbitration or other proceeding is
brought for the enforcement of this Agreement, or because of an alleged
dispute, breach, default, or misrepresentation in connection with any of the
provisions of this Agreement, the successful or prevailing party or parties
shall be entitled to recover reasonable attorney's fees and other costs
incurred in that action or proceeding, in addition to any other relief to
which it or they may be entitled.
8.3 TERMINATION. In addition to the other remedies, any of the parties hereto
may on the Closing Date terminate this Agreement, without liability:
(i) If either of the respective Boards of Directors of Waterford and/or
Mediconsult shall consent to the termination of this Agreement; or
(ii) If any bona fide action or proceeding shall be pending against any of the
parties hereto on the Closing Date that could result in an unfavorable
judgment, decree, or order that would prevent or make unlawful the carrying
out of this Agreement or if any agency of the federal or of any state
government shall have objected at or before the Closing Date to this
acquisition or to any other action required by or in connection with the
Agreement.
ARTICLE IX
MISCELLANEOUS
9.1 CAPTIONS AND HEADINGS. The Article and paragraph headings throughout this
Agreement are for convenience and reference only, and shall in no way be
deemed to define, limit, or add to the meaning of any provision of this
Agreement.
9.2 NON-WAIVER. Except as otherwise expressly provided herein, no waiver of
any covenant, condition, or provision of this Agreement shall be deemed to
have been made unless expressly in writing and signed by the party against
whom such waiver is charged; and (i) the failure of any party to insist in any
one or more cases upon the performance of any of the provisions, covenants, or
conditions of this Agreement or to exercise any option herein contained shall
not be construed as a waiver or relinquishment for the fixture of any such
provisions, covenants, or conditions, (ii) the acceptance of performance of
anything required by this Agreement to be performed with knowledge of the
breach or failure of a covenant, condition, or provisions hereof shall not be
deemed a waiver of such breach or failure, and (iii) no waiver by any party of
one breach by another party shall be construed as a waiver with respect to any
other or subsequent breach.
9.3 TIME OF ESSENCE. Time is of the essence of this Agreement and of each and
every provision hereof.
9.4 CHOICE OF LAW. This Agreement and its application shall be governed by the
laws of the State of Colorado.
9.5 COUNTERPARTS. This Agreement may be executed simultaneously in one or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
9.6 NOTICES. All notices, requests, demands, and other communications under
this Agreement shall be in writing and shall be deemed to have been duly given
on the date of service if served personally on the party to whom notice is to
be given, or on the third day after mailing if mailed to the party to whom
notice is to be given, by first class mail, registered or certified, postage
prepaid, and properly addressed as follows:
For Waterford:
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇
For Mediconsult:
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Third Floor,
25 Church Street
Hamilton, Bermuda
9.7 BINDING EFFECT. This Agreement shall inure to and be binding upon the
heirs, executors, personal representatives, successors and assigns of each of
the parties to this Agreement.
9.8 EFFECT OF CLOSING. All representations, warranties, covenants, and
agreements of the parties contained in this Agreement, or in any instrument,
certificate, opinion, or other writing provided for in it, shall survive the
Closing of this Agreement.
9.9 MUTUAL COOPERATION. The parties hereto shall cooperate with each other to
achieve the purpose of this Agreement, and shall execute such other and
further actions as may be necessary or convenient to effect the transaction
described herein.
9.10 ANNOUNCEMENTS. Waterford and Mediconsult will consult and cooperate with
each other as to the timing and content of any announcements of the
transactions contemplated hereby to the general public or to employees,
customers or suppliers.
9.11 EXPENSES. Each party will pay its own legal, accounting and any other
out-of-pocket expenses reasonably incurred in connection with this
transaction, whether or not the transaction contemplated hereby is
consummated.
9.12 EXHIBITS. As of the execution hereof, the parties hereto have provided
each other with the Exhibits provided for hereinabove, including any items
referenced therein or required to be attached thereto. Any material changes to
the Exhibits shall be immediately disclosed to the other party.
9.13 This Agreement is subject to the Bermuda Monetary Authority approving the
transfer of the shares of Mediconsult to Waterford.
AGREED TO AND ACCEPTED as of the date first above written:
Waterford Capital, Inc. ▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Ltd.
By/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ By/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, President ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, President
EXHIBIT 2.4
OFFICERS AND DIRECTORS OF MEDICONSULT
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ - President and Director
▇▇▇▇▇▇ B.R. ▇▇▇▇▇▇ - Vice President and Director
C. ▇▇▇▇▇ ▇▇▇▇ - Secretary
EXHIBIT 2.5
UNAUDITED FINANCIAL STATEMENTS OF ▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, INC.
-------------------------------------------------------
INCOME STATEMENT
JANUARY 1, 1996 - APRIL 30, 1996
Unaudited
REVENUE $ 0
EXPENSES:
Salaries 93,971
Professional fees 73,829
Legal 740
Travel 12,366
Office 7,889
Miscellaneous 4,133
---------
Net Loss $ 192,927
BALANCE SHEET
AS OF APRIL 30, 1996
Unaudited
ASSETS:
Cash $ 392,440
Total Assets $ 392,440
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Convertible Debenture $ 450,000
Shareholder loan payable 85,627
Accounts Payable 37,000
572,627
SHAREHOLDERS' EQUITY
Common stock 12,000
Retained Earnings (192,187)
Total Stockholders' Equity (180,187)
Total Liabilities and Equity $ 392,440
EXHIBIT 3.4
OFFICERS AND DIRECTORS OF WATERFORD
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ - President, Secretary, Treasurer and Director
EXHIBIT 3.5
UNAUDITED FINANCIAL STATEMENTS OF WATERFORD
-------------------------------------------
WATERFORD CAPITAL, INC.
(A Development Stage Company)
Balance Sheets
(Unaudited)
For the Years Ended
12/31/95 12/31/94
-------- --------
ASSETS
Current Assets: $ 100 $ 100
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable - trade 0 0
STOCKHOLDERS' EQUITY(DEFICIT)
Common stock, no par value per
share and 700,000,000 shares
authorized; 13,500 shares issued
and outstanding 100 100
Deficit accumulated during
development stage 0 0
TOTAL STOCKHOLDERS' EQUITY $ 100 $ 100
TOTAL LIABILITIES AND EQUITY $ 100 $ 100
WATERFORD CAPITAL, INC.
(A Development Stage Company)
Statement of Operations
(Unaudited)
From
10/31/89
(Inception)
For the Years Ended to
12/31/95 12/31/94 12/31/95
-------- -------- -----------
Revenues:
Interest Income $ 0 $ 0 $ 0
Total Revenues 0 0 0
Expenses:
Bad debts 0 0 0
Fees and licenses 0 0 0
Other general and administrative 0 0 0
Total Expenses 0 0 0
Net Income(Loss) $ 0 $ 0 $ 0
Weighted average number of shares 13,500 13,500 13,500
Loss per common share $ 0.00 $ 0.00 $ 0.00
WATERFORD CAPITAL, INC.
(A Development Stage Company)
Statement of Changes in Stockholders' Equity
(Unaudited)
Deficit
Accumulated Total
During Stock-
Common Stock Development holders'
Shares Amount Stage Equity
------ ------ ----------- -------
Shares issued on October 31, 1989
Officer/director 6,750 $ 50 $ 50
Other 6,750 50 50
Net loss from inception to 12/31/89 $0
Balance at 12/31/89 13,500 100 0 100
Net loss for years ended 12/31/90
through the year ended 12/31/95 0
Balance at 12/31/95 13,500 100 $0 $100
WATERFORD CAPITAL, INC.
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
From
10/31/89
For the Years Ended (inception)
12/31/95 12/31/94 12/31/95
-------- -------- ---------
Cash flow from operating activities:
Net income(loss) $ 0 $ 0 $ 0
Noncash Items:
Other 0 0 0
Changes in assets and liabilities:
Increase(decrease) in
accounts payable 0 0 0
Cash from operating activities 0 0 0
Cash flow from investing activities:
Other 0 0 0
Investment in unrelated company 0 0 0
Cash from financing activities:
Sale of common stock 0 0 100
Cash from financing activities 0 0 100
Net change in cash 0 0 100
CASH, BEGINNING 100 100 0
CASH, ENDING $100 $100 $100