EXHIBIT 10.1
COMPROMISE AND SETTLEMENT AGREEMENT
THIS COMPROMISE AND SETTLEMENT AGREEMENT (the "Agreement") is made
and entered into effective this day of February, 2003, by and among:
Health Anti-Aging Lifestyle Options Inc. (formerly MicroAccel, Inc.), a Utah
corporation ("HALO");
Network Lifestyle Radio Corp., a Delaware corporation ("NLR");
▇▇▇▇.▇▇, Inc., a Nevada corporation ("▇▇▇▇.▇▇"); and
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and her corporation,
Marketworks Ltd., ▇▇▇▇▇▇▇ ▇▇▇▇▇ and his corporation, Benedict Partners Ltd.
(collectively, referred to as the "Principals").
RECITALS
A. HALO acquired 99.65% of the issued and outstanding shares of NLR
by issuing shares of common stock of HALO in exchange for shares
of common stock of NLR pursuant to share exchange agreements dated
for reference November 15, 2001 and December 31, 2001, entered
into by and among HALO, NLR and the shareholders of NLR
(collectively, the "Share Exchange Agreements"), and the
transactions contemplated under the Shareholder Agreements closed
on February 28, 2002 (the "Share Exchange");
B. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇ were the officers and directors of
NLR and entered into indemnification agreements (the
"Indemnification Agreements") and employment agreements in
connection with the Share Exchange (the "Employment Agreements");
C. HALO has granted the Principals options exercisable to acquire
shares of common stock of HALO in the amounts set forth on Exhibit
A (the "Principal Options");
D. ▇▇▇▇.▇▇ entered into a consulting agreement on November 15, 2002
with ▇▇▇▇▇▇▇ ▇▇▇▇▇ (the "Consulting Agreement") which contemplated
the issuance of up to 500,000 shares of common stock of HALO to
▇▇▇▇▇▇▇ ▇▇▇▇▇;
E. The Principals were each shareholders of NLR prior to the Share
Exchange and received an aggregate of 5,452,500 shares of HALO in
the Share Exchange;
F. HALO has advanced to NLR an aggregate of approximately $2 million
in connection with the development of its health, wellness and
nutritional products and multi-media businesses (the "NLR
Advances");
G. HALO has a working capital deficit and has been unable to raise
additional financing to fund the working capital requirements of
NLR due to the lack of public acceptance of the NLR products,
current economic conditions and the capital structure of HALO;
H. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ was an officer and director of HALO prior to the
Share Exchange and has asserted on behalf of certain shareholders
of HALO that (a) the Principals breached certain representations
made to HALO in connection with the Share Exchange, including that
the business strategy of NLR was commercially viable and (b) it
would be in the best interest of HALO and its shareholders to
divest itself of NLR and the related obligations by rescinding the
Share Exchange (the "HALO Claims");
I. The Principals have asserted that (a) HALO has breached certain
covenants under the Share Exchange Agreements to the former
shareholders of NLR, (b) HALO is indebted to each of the
Principals for compensation and expenses and (c) the NLR business
strategy could be commercially viable, subject to raising
sufficient financing to implement its business plan (the
"Principal Claims");
J. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ was appointed as an independent director of HALO
(the "Independent Director") for the purposes of determining what
strategy is in the best interest of HALO and its shareholders
respecting the Share Exchange and for developing a business
strategy for HALO;
K. The Independent Director has negotiated this Agreement and
approved the transactions contemplated herein on behalf of HALO
with the understanding that:
(i) at the Closing, additional directors shall be designated,
with the present directors who are the Principals resigning
in seriatim; and
(ii) the Closing of this Agreement shall be subject to the
approval of the Independent Director and such newly
designed directors; and
L. The parties agree that it is in the best interest of HALO, the
shareholders of HALO, NLR and the Principals that each of the parties to
this Agreement compromise and settle their respective claims under the
terms set forth in this Agreement,
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained in this Agreement and other good and valuable consideration, the
receipt and sufficiency of which is acknowledged, the parties agree as
follows:
I. Purpose and Definitions
1.1. The parties acknowledge that there presently exists a substantial,
irreconcilable dispute among them, and without admitting or
acknowledging the accuracy and truthfulness of the claims of any other
party, these parties have determined it to be in their mutual best
interests to resolve any such dispute. Therefore, the purpose of this
Agreement is to rescind the Share Exchange and compromise and settle
any and all claims or causes of action of any type or nature whatsoever
or matters otherwise related to the disputes by, between and among the
parties hereto and their respective successors, officers or agents,
employees and stockholders.
1.2. In this Agreement including the Exhibits and amendments, the following
terms shall have the meanings set forth below unless the context
otherwise requires:
1.2.1. "Agreement" means this Agreement including the Exhibits attached
as the same may be amended or supplemented from time to time;
1.2.2. "Closing" means the completion of the rescission of the Share
Exchange Agreements and the distribution of the NLR common
shares by HALO;
1.2.3. "Closing Date" means March 17, 2003 or such earlier or later
date as HALO may determine;
1.2.4. "Place of Closing" means ▇▇▇-▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇;
and
1.2.5. "SEC" means the United States Securities and Exchange
Commission.
II. General Release
2.1. General Release of HALO Claims. Except for the agreements, rights and
obligations set forth in this Agreement, and for good and valuable
consideration as set forth herein, the adequacy of which is hereby
acknowledged on Closing, HALO, NLR and their respective insurers,
subsidiaries, successors and assigns, release and forever discharge
each of the Principals and any and all of their respective heirs, legal
representatives and assigns, from any and all manner of action and
causes of action, suits, debts, dues, accounts, contracts, agreements,
judgments, claims and demands whatever, whether in law or in equity,
which now exist or may subsequently arise based on facts or
circumstances in existence on the Closing Date of this Agreement;
provided, however, that if HALO fails to perform the obligations set
forth under Sections 3.2, 3.3 and 3.4, at the time specified in such
Section, time being of the essence, then all of the Principals existing
claims for damages or other relief, if any, shall be restored and this
Section 2.1 shall not otherwise be binding on the Principals. No
separate instrument shall be required to evidence the general release
contained in this Section 2.1. HALO covenants that it will make no
claim against the Principals, directly or indirectly, arising out of
any the subject matter released and discharged in this Section 2.1,
excepting only for breach of this Agreement.
2.2. General Release of Principal Claims. Except for the agreements, rights
and obligations set forth in this Agreement, and for good and valuable
consideration as set forth herein, the adequacy of which is hereby
acknowledged on Closing, each of the Principals acting individually and
for each of their respective heirs, legal representatives and assigns,
does hereby release and forever discharge HALO, from any and all manner
of action and causes of action, suits, debts, dues, accounts, contracts,
agreements, judgments, claims and demands whatever, whether in law or in
equity, which now exist or may subsequently arise based on facts or
circumstances in existence on the Closing Date of this Agreement;
provided, further, however, that if NLR and the Principals fail to
perform the obligations set forth under Sections 3.2 and 3.5, at the
time specified in such Section, time being of the essence, then all the
HALO existing claims for damages or other relief, if any, shall be
restored and this Section 2.2 shall not otherwise be binding on HALO.
No separate instrument shall be required to evidence the general release
contained in this Section 2.2. Each of the Principal covenants that
such Principal will make no claim against HALO, directly or indirectly,
arising out of any subject matter released and discharged in this
Section 2.2, excepting only for breach of this Agreement.
III. Terms of Settlement
3.1. On the Closing Date, the Share Exchange Agreements between HALO and each
of the Principals will be rescinded and the Principals will transfer and
deliver their common shares of HALO to HALO and HALO will transfer and
deliver common shares of NLR to the Principals.
3.2. The number of NLR common shares to be delivered to the Principals and
the number of HALO common shares to be delivered to HALO are as follows:
The Principals Number of NLR Shares Number of HALO Shares
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 3,300,000 3,300,000
▇▇▇▇ ▇▇▇▇▇▇ 1,200,000 1,200,000
Marketworks Inc. 300,000 300,000
Benedict Partners Ltd. 612,500 612,500
▇▇▇▇▇▇ ▇▇▇▇▇ 40,000 40,000
Total 5,452,500 5,452,500
3.3. HALO will make an offer to compromise and settle any and all potential
claims as of the Closing Date that may be raised by the former
shareholders of NLR listed in Exhibit B (the "NLR Shareholders") to this
Agreement on substantially the same terms and conditions as this
Agreement (the "NLR Compromise Agreements"); provided that HALO shall
only be required to make such offers to the NLR Shareholders that return
an Investor Questionnaire, substantially in the form of Exhibit C to
this Agreement, that is reasonably completed to HALO's satisfaction.
For an Investor Questionnaire to be reasonably satisfactory to HALO,
HALO must be satisfied that the representations provided by the NLR
Shareholder in the Investor Questionnaire permit HALO to distribute the
NLR shares in reliance on an exemption from the registration
requirements of the Securities Act of 1933, as amended (the "Securities
Act"), in the United States and an exemption from prospectus filings in
British Columbia.
3.4. HALO will enter into compromise and settlement agreements with each NLR
Shareholder that executes and delivers an NLR Compromise Agreement and
transfer one share of NLR common stock for each share of HALO common
stock tendered by the NLR Shareholder as set forth on Exhibit B.
3.5. In the event that an NLR Shareholder returns an Investor Questionnaire
that is satisfactory to HALO but does not execute and deliver an NLR
Compromise Agreement for any reason whatsoever or fails to tender shares
of HALO's common stock, HALO will transfer one share of NLR common stock
to that NLR Shareholder as set forth on Exhibit B.
3.6. In the event that (a) an NLR Shareholder does not return an Investor
Questionnaire, or (b) the Investor Questionnaire is not satisfactory to
HALO, HALO will transfer and deliver to NLR all of the NLR shares not
distributed to any such NLR Shareholder as set forth on Exhibit B.
After giving effect to the transactions set forth in Sections 3.1 to and
including 3.6 of this Agreement, HALO shall have no ownership interest
in or obligations to NLR whatsoever.
3.7. In the event that an NLR Shareholder that has not entered into an NLR
Compromise Agreement requests his, her or its interests in the NLR
shares of common stock, NLR will promptly reissue shares of NLR common
stock to such NLR Shareholder in the amount set forth on Exhibit B.
3.8. The NLR Advances and any inter-company debt owed by NLR to HALO will be
deemed null, void, compromised, settled and satisfied in all respects
without recourse.
3.9. The Indemnification Agreement will be deemed null and void ab initio.
3.10. The Consulting Agreement will be deemed null and void ab initio.
3.11. The Employment Agreements will be deemed null and void in all respects
effective as of the Closing Date and HALO will be liable for no amounts
owing thereunder whatsoever, including, but not limited to, any
expenses.
3.12. The Principals who are presently serving as directors or officers of
HALO shall resign their respective positions on Closing of this
Agreement.
3.13. The Principal Options shall be cancelled, null and void ab initio.
3.14. Any amount due and owing to any of the Principals from HALO as at the
Closing Date shall be deemed to be nil and HALO will not be liable for
any such amounts payable to the Principals whatsoever.
IV. Representations and Warranties of the Principals
4.1. The Principals severally represent and warrant to HALO as follows with
respect to himself/herself/itself alone and not with respect to any other
of the Principals. Each Principal acknowledges that HALO is relying upon
such representations and warranties in connection with the transactions
contemplated by this Agreement:
4.1.1. the Principal has the legal capacity, power and authority to hold
the HALO shares owned by him at the Time of Closing, to enter into
this Agreement and to transfer the legal and beneficial title and
ownership of the HALO shares to HALO free of all encumbrances;
4.1.2. the Principal not been provided with any offering memorandum or
similar disclosure document, including financial information, in
respect of HALO or its subsidiary, NLR=s current or proposed
business activities;
4.1.3. the Principal has such knowledge and experience in financial and
business matters as to be capable of evaluating the merits and
risks of an investment in the common shares of NLR (the
"Securities") and the Principal is able to bear the economic risk
of loss of his/her/its entire investment;
4.1.4. HALO has provided to the Principal the opportunity to ask
questions and receive answers concerning the terms and conditions
of the offering and he/she/it has had access to such information
concerning HALO and NLR as he/she/it has considered necessary or
appropriate in connection with his/her/its investment decision to
acquire the Securities;
4.1.5. the Principal is acquiring the Securities for his/her/its own
account, for investment purposes only and not with a view to any
resale, distribution or other disposition of the Securities in
violation of the United States or British Columbia securities
laws;
4.1.6. the Principal understands that the Securities have not been and
will not be registered under the Securities Act or the securities
laws of any state of the United States and that the sale
contemplated hereby is being made in reliance on an exemption from
such registration requirements;
4.1.7. the Principal understands that the Securities are being offered
without a prospectus being filed with any securities commission in
Canada and that the sale contemplated hereby is being made in
reliance on an exemption from prospectus requirements in Canada;
4.1.8. the Principal has not purchased the Securities as a result of any
form of general solicitation or general advertising, including
advertisements, articles, notices or other communications
published in any newspaper, magazine or similar media or broadcast
over radio, or television, or any seminar or meeting whose
attendees have been invited by general solicitation or general
advertising;
4.1.9. if the Principal decides to offer, sell or otherwise transfer any
of the Securities, he/she/it will not offer, sell or otherwise
transfer any of such Securities directly or indirectly, unless:
(i) the sale is to NLR;
(ii) the sale is made outside the United States in a transaction
meeting the requirements of Rule 904 of Regulation S
under the Securities Act and in compliance with applicable
local laws and regulations;
(iii) the sale is made outside of the Province of British
Columbia in a transaction meeting the requirements of
Multi-Lateral Instrument 45-102 under Canadian securities
law;
(iv) the sale is made pursuant to the exemption from the
registration requirements under the Securities Act provided
by Rule 144 there under and in accordance with any
applicable state securities or "Blue Sky" laws; or
(v) the Securities are sold in a transaction that does not
require registration under the Securities Act or any
applicable state laws and regulations governing the offer
and sale of securities, and it has prior to such sale
furnished to NLR an opinion of counsel reasonably
satisfactory to NLR;
4.1.10. the certificates representing the Securities will bear a legend
stating that such Securities have not been registered under the
Securities Act or the securities laws of any state of the United
States and may not be offered for sale or sold unless registered
under the Securities Act and the securities laws of all applicable
states of the United States or an exemption from such registration
requirements is available;
4.1.11. the certificate representing the Securities will bear a legend
stating that such Securities shall not be traded, unless permitted
under securities legislation, until the earlier of (i) the date
that is 12 months and a day after the date the issuer first became
a reporting issuer in any of Alberta, British Columbia, Manitoba,
Nova Scotia, Ontario, Quebec and Saskatchewan, if the issuer is a
SEDAR filer; and (ii) the date that is 12 months and a day after
the later of (A) the distribution date, and (B) the date the issuer
become a reporting issuer in the local jurisdiction of the
purchaser of the securities that are the subject of the trade; and
4.1.12. the Principal understands and agrees that there may be material tax
consequences to the undersigned of an acquisition or disposition of
the Securities. HALO gives no opinion and makes no representation
with respect to the tax consequences to the undersigned under United
States, Canadian, state, provincial, local or foreign tax law of the
undersigned's acquisition or disposition of such Securities.
4.2 Each of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ represents and
warrants to HALO as follows with respect to himself/herself/itself alone
and not with respect to any other of the Principals. Each of ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ acknowledges that HALO is
relying upon such representations and warranties in connection with the
transactions contemplated by this Agreement:
4.2.1 HALO has not incurred any liabilities, claims, obligations,
guarantees, or commitments on behalf of NLR or any of its subsidiary
corporations other than the Employment Agreements, the Consulting
Agreement; and agreements in connection with HALO's acquisition of
shares in the common stock of FAR Group Inc.; and,
4.2.2 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ have been
represented by ▇▇▇▇▇▇ & Whitney LLP in connection with this
Agreement and the matters related hereto. Any fees, expenses or
costs associated with such representation shall be the sole expense
and obligation of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇.
V. Representations and Warranties of HALO
5.1. HALO represents and warrants to the Principals as follows and
acknowledges that the Principals are relying upon such representations
and warranties in connection with the transactions contemplated by this
Agreement:
5.1.1. HALO is a corporation duly incorporated, organized and validly
subsisting and in good standing under the laws of Utah.
5.1.2. This Agreement has been duly authorized and approved by HALO and
the Independent Director, and on Closing, will be ratified by a
majority of the board of directors of HALO not including the
Principals, and HALO has the full power and lawful authority to
consummate its obligations and transactions contemplated by this
Agreement on the terms and conditions set forth in this Agreement.
5.1.3. No prior permit, consent, approval, authorization or other order
of or filing with any other person or entity (including, but not
limited to, the SEC) is required in connection with the execution,
delivery and performance by HALO of this Agreement, and the
transactions contemplated by this Agreement will not result in the
violation or breach of any term or provision of, or constitute
(with or without due notice or lapse of time or both) a default
under any agreement or instrument to which HALO is a party or is
bound. The transactions contemplated by this Agreement constitute
the valid and binding obligations of HALO, enforceable against
HALO in accordance with the terms of this Agreement.
5.1.4. HALO has been represented by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, Esq. as U.S.
counsel, and DuMoulin & ▇▇▇▇▇▇▇▇▇, as special Canadian counsel, in
connection with this Agreement and the matters related hereto. Any
fees, expenses or costs associated with such representation shall
be the sole expense and obligation of HALO.
VI. Conditions of Closing and Closing
6.1. HALO's Conditions to Closing. The obligation of HALO to complete the
transactions contemplated in this Agreement is subject to the following
terms and conditions for the exclusive benefit of HALO, to be fulfilled
or performed at or prior to the Time of Closing or waived in whole or in
part by HALO at its sole discretion without prejudice to any rights the
Principals may otherwise have:
6.1.1. HALO shall have received from the Principals signed Investor
Questionnaires that are completed to the satisfaction of HALO;
6.1.2. HALO shall have filed it Form 10KSB with audited financial
statements for the year ended December 31, 2002, all of which
have been certified in accordance with the SEC requirements by
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, as principal executive officer, and ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, as principal financial officer;
6.1.3. The Principals shall resign effective at the Time of Closing;
6.1.4. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ shall have caused his corporation, 637459
British Columbia Ltd. to tender at least 56,400 shares of the
common stock of HALO in connection with the NLR Compromise
Agreement to be offered pursuant to Section 3.3 of this
Agreement;
6.1.5. The representations and warranties of the Principals contained
in this Agreement shall be true and correct in all material
respects at the Time of Closing, with the same force and effect
as if such representations and warranties were made at and as
of such time; and
6.1.6. A majority of HALO's board of directors, not including the
Principals, shall have ratified and approved this Agreement.
6.2. Principals' Conditions to Closing. The obligation of the Principals to
complete the transactions contemplated in this Agreement is subject to
the following terms and conditions for the exclusive benefit of the
Principals, to be fulfilled or performed at or prior to the Time of
Closing or waived in whole or in part by the Principals at their sole
discretion without prejudice to any rights HALO may otherwise have:
6.2.1. HALO shall have offers to the NLR Shareholders that return a
satisfactorily completed Investor Questionnaire to enter into
NLR Compromise Agreements;
6.2.2. HALO shall have entered into NLR Compromise Agreements with
each NLR Shareholders that have executed and delivered an NLR
Compromise Agreement;
6.2.3. The representations and warranties of HALO contained in this
Agreement shall be true and correct in all material respects at
the Time of Closing, with the same force and effect as if such
representations and warranties were made at and as of such
time; and
6.2.4. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, Esq. as U.S. counsel for HALO, shall
have delivered an opinion letter in form and substance
reasonably satisfactory to the Principals that (a) HALO has the
full power and lawful authority to consummate its obligations
and transactions contemplated by this Agreement on the terms
and conditions set forth in this Agreement and (b) shareholder
approval is not required for the transactions contemplated by
this Agreement.
6.3.Time and Place. Upon satisfaction or waiver of the conditions to closing
set forth in Sections 6.1 and 6.2, the Closing will occur on the Closing
Date at the Place of Closing. This Agreement shall become binding upon
the exchange of executed copies thereof. The Parties may arrange for
executed copies to be held in escrow prior to the exchange, so as to
facilitate the exchange without the need for the presence of one or more
of the Parties.
VII. Change of Facts
7.1.Each of the parties hereto acknowledges that to the best of his, her or
its personal knowledge and belief, the facts and circumstances as known to
each under which this Agreement has been executed and entered into are
true, accurate and complete in all material respects, and each party
further acknowledges that such facts or circumstances may in the future
prove to be different, and each assumes the risk of any such facts or
circumstances proving to be otherwise than those understood at the time of
the execution of this Agreement.
VIII. General
8.1 The parties agree that in the event of any default hereunder by any party,
the non-defaulting parties shall be entitled to recover reasonable
attorney's fees and all costs incurred in enforcing the terms and
provisions of this Agreement; further, each party designates the State of
Utah in the United States as the forum state for any legal proceeding
respecting this proceeding, and each party consents to jurisdiction in the
State of Utah with respect to any such legal proceeding.
8.2 Except as may be otherwise expressly agreed between the parties in
writing, this Agreement constitutes the entire agreement between the
parties pertaining to the subject matter and there are no oral statements,
warranties, representations or other agreements between the parties in
connection with the subject matter except as specifically set forth or
referred to herein. No amendment, waiver or termination of this Agreement
shall be binding unless executed in writing by the party or parties to be
bound thereby. No waiver of any provision of this Agreement shall be
deemed or shall constitute a waiver of any other provision nor shall any
such waiver constitute a continuing waiver unless otherwise expressly
provided.
8.3 The representations, warranties, covenants and agreements contained in
this Agreement and in any agreement, instrument, certificate or other
document executed or delivered pursuant hereto shall survive the Closing
and shall continue in full force an defect notwithstanding any
investigation made by any party to this Agreement.
8.4 No investigations made by or on behalf of HALO at any time shall have the
effect of waiving, diminishing the scope of or otherwise affecting any
representations or warranties made herein or pursuant hereto. No
investigations made by or on behalf of the Principals at any time shall
have the effect of waiving, diminishing the scope of or otherwise
affecting any representations or warranties made herein or pursuant
hereto.
8.5 All costs and expenses incurred in connection with this Agreement and the
transactions contemplated hereby shall be paid by the party incurring such
expense. HALO shall not bear any legal, accounting or other costs
incurred by the Principals.
8.6 Any notice or other communication required or permitted to be given
hereunder shall be in writing and delivered or sent by overnight mail,
overnight delivery or telefax and, if telefaxed, shall be deemed to have
been received on the next business day following transmittal and
acknowledgment of receipt by the recipient's telefax machine or if
delivered by hand shall be deemed to have been received at the time it is
delivered. Notices addressed to an individual shall be validly given if
left on the premises indicated below. Notice of change of address shall
also be governed by this Subsection 9.6 Notices shall be delivered or
addressed as follows:
If to HALO: Health Anti-Aging Lifestyle Options Inc.
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
210 ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇. ▇▇▇ ▇▇▇
Fax (▇▇▇) ▇▇▇-▇▇▇▇
If to the Principals: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, and ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇/▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ ▇▇▇
#▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Fax (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇, Esq.
Any party may give written notice of change of address in the same manner,
in which event such notice shall thereafter be given to it as above
provided at such changed address.
8.7 Time shall be of the essence of this Agreement.
8.8 Each of the parties hereto agrees promptly to do, make, execute, deliver
or cause to be done, made, executed or delivered at their own expense all
such further acts, documents and things as the other party hereto may
reasonably require for the purpose of giving effect to this Agreement
whether before or after the Closing.
8.9 This Agreement is binding on and inures to the benefit of each of the
parties and their respective heirs, personal representatives, successors
and assigns and all of their past, present, and future principals,
officers, directors, agents, and employees and their respective heirs and
legal representatives. None of the parties may assign any rights or
obligations hereunder without the prior written consent of the other
parties, which consent shall not be unreasonably withheld.
8.10If any covenant, obligation or agreement of this Agreement, or the
application thereof to any person or circumstance shall, to any extent, be
invalid or unenforceable, the remainder of this Agreement or the
application of such covenant, obligation or agreement to persons or
circumstances other than those as to which it is held invalid or
unenforceable, shall not be affected thereby and each covenant, obligation
and agreement of this Agreement shall be separately valid and enforceable
to the fullest extent permitted by the law.
8.11Agreement may be executed in any number of counterparts, each of which
shall be an original but all of which together shall constitute one and
the same instrument. A facsimile signature of any party shall be
considered to have the same binding legal effect as an original signature.
Health Anti-Aging Lifestyle Options Inc.
Per:
▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Director
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (aka ▇▇▇▇▇ ▇▇▇▇▇)
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Marketworks Ltd. Benedict Partners Ltd.
Per: Per:
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
Network Lifestyle Radio Corp. ▇▇▇▇.▇▇, Inc.
Per: Per:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (aka ▇▇▇▇▇ ▇▇▇▇▇) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (aka ▇▇▇▇▇ ▇▇▇▇▇)
Compromise and Settlement Agreement
Exhibit A Stock Options
Optionee Number of Options Exercise Price(USD) Expiry Date
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 275,000 $1.00 02/28/07
▇▇▇▇ ▇▇▇▇▇▇ 225,000 $0.90 02/28/07
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 75,000 $0.90 02/28/07
▇▇▇▇▇▇▇ ▇▇▇▇▇ 100,000 $0.90 02/28/07
Compromise and Settlement Agreement
Exhibit B NLR Shareholders
Name: Address # of Shares
▇▇▇▇▇▇ Investments Inc. ▇▇.▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇,▇▇▇
▇▇▇▇▇, ▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇,▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Bulow, ▇▇. ▇▇▇▇▇▇ ▇. 303 Timberleaf Dr. 7,500
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇ ▇. & ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ 12,500
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. JTTEN ▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
CCD Consulting Glockengasse 4 650,000
Commerce Distribution AG ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇
Cellular Management Corp. ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇. 80,000
BNFT PP ▇.▇. ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ No. 2 650,000
▇▇▇▇▇▇ Church
Barbados, West Indies
▇▇▇▇▇, ▇▇▇ 1000 ▇▇▇▇▇ Road 4,000
▇▇▇▇▇'▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇,▇▇▇
▇▇▇▇▇▇▇▇, ▇▇
H.E. Capital S.A. Casa del Sol, MJ19 Paseo Marino 100,000
▇▇▇▇▇ ▇▇▇▇▇▇, Sosua
Dominican Republic
▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ 20,000
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇▇ 155 E. Mill 10,000
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Jem Holdings ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇,▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇,▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇. #▇▇▇▇ 20,000
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇,▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇,▇▇▇
▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇ 8479 London Ct 7,500
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Mediasoft Group Inc. ATC Trustees BVI Ltd. 400,000
Box 933 ▇▇▇▇▇▇ Bld. FL 2
RD TWN Tortola BVI
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ 2,000
Saunderstown RI
Ming Capital Enterprises Ltd. ▇▇▇▇▇▇▇ House, 50 ▇▇▇▇▇▇▇ 650,000
Street
PO Box N-7755
Nassau, Bahamas
▇▇▇▇▇ III, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇ ▇,▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Moeykins, ▇▇▇▇▇▇▇ ▇. ▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ 9,600
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇,▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Omega Corporation Suite 13, First Floor 100,000
Olizji Trade Center
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Street
Victoria, Mahe
Republic of Seychelles
Onyx Capital Corp ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇,▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇
▇▇▇▇▇, Dr. ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇ 7,500
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Partner Marketing ▇▇ ▇▇▇▇▇▇▇ ▇ ▇▇▇,▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇,▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇, ▇▇▇▇▇ 1259 Timberwyk 10,000
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇,▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇. ▇▇,▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇, ▇▇. ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇. 7,500
Dayton,.OH 45458
▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇,▇▇▇
▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Seloz Gestion & Finance SA ▇, ▇▇▇ ▇▇▇▇-▇▇-▇▇▇▇▇▇ 650,000
1211 ▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇▇▇
Turf Holding Inc. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇ ▇▇▇▇ ▇▇▇▇ ▇▇. 575,000
Nassau, Bahamas
Vanblaridum, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ 12,000
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Volarich, Drs. ▇▇▇▇▇ & ▇▇▇▇▇ #▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 4,000
▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇,▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇,▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
637459 British Columbia Ltd. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇,▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇
Grand Total 6,161,633
Compromise and Settlement Agreement
Exhibit C - Investor Questionnaire
With the understanding that the purpose of this Questionnaire is to determine
whether the Undersigned shall be entitled to receive shares of Network
Lifestyle Radio Corp. ("NLR") from Health Anti-Aging Lifestyle Options Inc.
("HALO"), the Undersigned represents and warrants to HALO that:
STATEMENT #1-The undersigned satisfies one or more of the categories
indicated below (please place an "X" on the appropriate lines):
Category 1. An organization described in Section
501(c)(3) of the United States Internal Revenue Code, a corporation,
a Massachusetts or similar business trust or partnership, not formed
for the specific purpose of acquiring common shares of Network
Lifestyle Radio Corp. (the "Securities"), with total assets in
excess of US$5,000,000;
Category 2. A natural person whose individual net worth,
or joint net worth with that person's spouse, at the date hereof
exceeds US$1,000,000;
Category 3. A natural person who had an individual
income in excess of US$200,000 in each of the two most recent years
or joint income with that person's spouse in excess of US$300,000 in
each of those years and has a reasonable expectation of reaching the
same income level in the current year;
Category 4. A trust that (a) has total assets in excess
of US$5,000,000, (b) was not formed for the specific purpose of
acquiring the Securities and (c) is directed in its purchases of
securities by a person who has such knowledge and experience in
financial and business matters that it is capable of evaluating the
merits and risks of an investment in the Securities;
Category 5. A director or executive officer of Network
Lifestyle Radio Corp. ("NLR");
Category 6. An entity in which all of the equity owners
satisfy the requirements of one or more of Category 1-5;
Category 7. Is a person, either alone or with the aid and
assistance of a purchaser representative(s), has such knowledge and
experience in financial and business matters, education, employment
or other factors to be capable of evaluating the merits and risks of
the prospective investment, when the issuer reasonably believes
immediately prior to making a sale that such purchaser comes within
this description If you marked an "X" for Category 7, please
complete the following:
Do you need a personal
representative to assist you in an
evaluation of the risks and merits
of the prospective investment? Yes No.
--- ---
Category 8. he/she/it does not satisfy any of the above
indicated Categories 1-7.
STATEMENT #2-The undersigned satisfies one or more of the categories
indicated below (please place an "X" on the appropriate lines and complete the
requisite information where the "X" is marked):
Category 9. he/she is a director, senior officer or
control person of the NLR, or an affiliate of NLR;
Category 10. he/she is a spouse, parent, grandparent,
brother, sister or child of a director, senior officer or control
person of NLR named below, or of an affiliate of NLR
Name of director, senior officer or control person:
Specify relationship:
Category 11. he/she is a close personal friend of a
director, senior officer or control person of NLR, or of an
affiliate of NLR and has known the person named below, directly, for
a sufficient period of time to be in a position to assess the
capabilities and trustworthiness of the person named below (Refer to
Note 1 below):
Name of director, senior officer or control person:
Category 12. he/she is a close business associate of a
director, senior officer or control person of NLR, or of an
affiliate of the NLR, named below (Refer to Note 1 below):
Name of director, senior officer or control person:
Category 13. a person or company that is wholly-owned by
any combination of persons or companies described in Categories 9-12
above;
Category 14. an individual who, either alone or jointly
with a spouse, beneficially owns, directly or indirectly, financial
assets having an aggregate realizable value that before taxes, but
net of any related liabilities, exceeds CDN $1,000,000;
Category 15. an individual whose net income before taxes
exceeded CDN $200,000 in each of the two most recent years or whose
net income before taxes combined with that of a spouse exceeded CDN
$300,000 in each of the two most recent years and who, in either
case, reasonably expects to exceed that net income level in the
current year;
Category 16. a corporation. limited partnership, limited
liability partnership, trust or estate, other than a mutual fund or
non-redeemable investment fund, that had net assets of at least
CDN$5,000,000 as shown on its most recently prepared financial
statements;
Category 17. a person or company in respect of which all
of the owners of interests, direct or indirect, legal or beneficial
are persons or companies that are described in Categories 14-16
above;
Category 18. he/she/it does not satisfy any of the above
indicated Categories 9-17.
Dated this day of March, 2003.
(Print Name)
(Residential Address)
(City, State/Province, Zip/Postal Code)
(Signature)
If Corporation or other entity, print
name of signatory and title
Note 1: An individual in not a close personal friend solely because
the individual is a member of the same organization, associate or
religious group.
A casual business associate or a person introduced or solicited for
the purpose of purchasing securities is not a close business
associate.
An individual is not a close personal friend or close business
associate solely because the individual is a client or former
client.
The relationship between the purchaser and the director, senior
officer or control person must be direct. For example, a close
personal friend of a close personal friend does not qualify for this
category. Nor does a close business associate of a close business
associate qualify for this category.