AGREEMENT AND PLAN OF REORGANIZATION
AGREEMENT AND PLAN OF REORGANIZATION ("AGREEMENT") between INTERLOCK SERVICES,
INC., a Nevada corporation ("Acquisition"), and INTERNET INTERNATIONAL
COMMUNICATION, LTD., a Nevada corporation ("Client") and the persons listed in
exhibit A hereof (collectively the "Shareholders"), being the owners of record
of all the issued and outstanding stock of Client.
Whereas, Acquisition wishes to acquire and the Shareholders agree to transfer
all of the issued and outstanding securities of the Client in a transaction
intended to qualify as a reorganization within the meaning of section
368(a)(1)(B) of the internal Revenue code of 1986, as amended.
Now, therefore, Acquisition, Client, and Shareholders adopt this plan of
reorganization and agree as follow:
1. Exchange of Stock
1.1 Number of Shares. The shareholders agree to transfer to Acquisition at
the Closing (defined below) the number of shares of common stock of Client,
$0.001 par value per share, shown opposite their name in exhibit A, in exchange
for an aggregate of 7.5 million shares of voting common of Acquisition, $0.001
par value per share, at an exchange ratio of 1.058 shares of Acquisition common
stock for each share of Client common stock.
1.2 Exchange of Certificates. Each holder of an outstanding certificate or
certificates theretofore representing shares of Client common stock shall
surrender such certificates) for the number of full shares of Acquisition
common stock into which the shares of Client common stock represented by the
certificate or certificates so surrendered shall have been converted. The
transfer of Client shares by the Shareholders shall be effected by the delivery
to Acquisition at the Closing of certificates representing the transferred
shares endorsed in blank or accompanied by stock powers executed in blank.
1.3 Fractional Shares. Fractional shares of Acquisition common stock shall
not be issued, but in lieu thereof Acquisition shall round up fractional shares
to the next highest whole number.
1.4 Further Assurances. At the Closing and from time to time thereafter,
the Shareholders shall execute such additional instruments and take such other
action as Acquisition may request in order more effectively to sell, transfer,
and assign the transferred stock to Acquisition and to confirm Acquisition's
title thereto.
1.5 Securities Outstanding After Closing. Immediately following the
Closing, there will be issued and outstanding in Acquisition 11 million common
shares.
2. Exchange of Other Securities
2.1 Securities Exchanged. All outstanding warrants, options, stock rights
and all other securities of Client owned by the Shareholders shall. be
exchanged and adjusted, subject to the terms contained in such warrants,
options, stock rights or other securities, for similar securities of
Acquisition.
2.2 Ratio of Exchange. The securities of Client owned by the Shareholders,
and the relative securities of Acquisition for which they will be exchanged,
are set out opposite their names in Exhibit A.
3. Closing
The closing contemplated herein shall be held on Jan. 15, 2000 at Irvine,
Calif. unless another place or time is agreed upon in writing by the parties
without requiring the meeting of the parties hereof. All proceedings to be
taken and all documents to be executed at the Closing shall be deemed to have
been taken, delivered and executed simultaneously, and no proceedings shall be
deemed taken nor documents deemed executed or delivered until all have been
taken delivered and executed. The date of Closing may be accelerated or
extended by agreement of the parties.
Any copy, facsimile, telecommunication or other reliable reproduction of the
writing or transmission required by this Agreement or any signature required
thereon may be used in lieu of an original writing or transmission or signature
for any and all purposes for which the original could be used, provided that
such copy, facsimile telecommunication or other reproduction shall be a
complete reproduction of the entire original writing or transmission or
original signature.
4. Unexchanged Certificates. Until surrendered, each outstanding
certificates that prior to the Closing represented Client common stock shall be
deemed for all purposes, other than the payment of dividends or other
distributions, to evidence ownership of the number of shares of Acquisition
common stock into which it was converted. No dividend or other distribution
shall be paid to the holders of certificates of Client common stock until
presented for exchange at which time any outstanding dividends or other
distributions shall be paid.
5. Representations and Warrants of Client
Client represents and warrants as follows:
5.1 Corporate Status. Client is a corporation duly organized, validly
existing, and in good standing under the laws of the State of Nevada and is
licensed or qualified as a foreign corporation in all states in which the
nature of its business or the character or ownership of its properties makes
such licensing or qualification necessary.
5.2 Capitalization. The authorized capital stock of Client consists of 200
million shares of common stock, $0.001 par value per share, of which 7,086,903
shares are issued and outstanding, all fully paid and nonassessable. There are
no shares of preferred stock issued or authorized.
5.3 Subsidiaries. Client has no Subsidiaries.
5.4 Financial Statements. The audited financial statements of Client of
May 1, 1998
April 30,1999 and May 1, 1999 - Oct. 31,1999 or such other period as acceptable
to Acquisition ("Client's Financial Statements") furnished to Acquisition are
correct and fairly present the financial condition of Client as of the dates
and for the periods involved, and such statements were prepared in accordance
with generally accepted accounting principles consistently applied.
5.5 Undisclosed Liabilities. Client had no liabilities of any nature
except to the extent reflected or reserved against in Client's Financial
Statements, whether accrued, absolute, contingent, or otherwise, including,
without limitation, tax liabilities and interest due or to become due, and
Client's accounts receivable, if any, are collectible in accordance with the
terms of such accounts, except to the extent of the reserve therefor in
Client's Financial Statements.
5.6 Absence of Material Changes. Between the date of Client's Financial
Statements and the date of this Agreement, there have not been, except as set
forth in a list certified by the president of Client and delivered to
Acquisition, (1) any changes in Client's financial condition, assets,
liabilities, or business which, in the aggregate, have been materially adverse;
(2) any damage, destruction, or loss of or to Client's property, whether or not
covered by insurance; (3) any declaration or payment of any dividend or other
distribution in respect of Client's capital stock, or any direct or indirect
redemption, purchase, or other acquisition of any such stock; or (4) any
increase paid or agreed to in the compensation, retirement benefits, or other
commitments to employees.
5.7 Litigation. There is no litigation or proceeding pending, or to
Client's knowledge threatened, against or relating to Client, its properties or
business, except as set forth in a list certified by the president of Client
and delivered to Acquisition.
5.8 Contracts. Client is not a party to any material contract other than
those listed as attachment hereto.
5.9 No Violation. Execution of this agreement and performance by Client
hereunder has been duly authorized by all requisite corporate action on the
part of Client, and this Agreement constitutes a valid and binding obligation
of Client, performance hereunder will not violate any provision of any charter,
bylaw, indenture, mortgage, lease, or agreement, or any order, judgment,
decree, law, or regulation to which any property of Client is subject or by
which Client is bound.
5.10 Taxes. Client has filed in correct form all federal, state, and other
tax returns of every nature required to be filed by it and has paid all taxes
as shown on such returns and all assessments, fees and charges received by it
to the extent that such taxes, assessments, fees and charges have become due.
Client has also paid all taxes which do not require the filing of returns and
which are required to be paid by it. To the extent that tax liabilities have
accrued, by have not become payable, they have been adequately reflected as
liabilities on the books of Client and are reflected in the financial
statements furnished hereto.
5.11 Title to Property. Client has good and marketable title to all
properties and assets, real and personal, reflected in Client's Financial
Statements, except as since sold or otherwise disposed of in the ordinary
course of business, and Client's properties and assets are subject to no
mortgage, pledge, lien, or encumbrance, except for liens shown therein, with
respect to which no default exists.
5.12 Corporate Authority. Client has full corporate power and authority to
enter into this Agreement and to carry out its obligations hereunder, IIC will
deliver at the Closing a certified copy of resolutions of its board of
directors authorizing execution of this Agreement by its officers and
performance thereunder.
5.13 Access to Records, From the date of this Agreement to the Closing,
Client will
(1) give to Acquisition and its representatives full access during normal
business hours to all of its offices, books, records, contracts, and other
corporate documents and properties so that Acquisition may inspect and audit
them and (2) furnish such information concerning Client's properties and
affairs as Acquisition may reasonably request.
5.14 Confidentiality. Until the Closing (and permanently if there is no
Closing),
Client and the Shareholders will keep confidential any information, which they
obtain from Acquisition concerning its properties, assets, and business. If
the transactions contemplated by this Agreement are not consummated, Client and
the Shareholders will return Acquisition all written matter with respect to
Acquisition obtained by them in connection with the negotiation or consummation
of this Agreement.
6. Representations and Warranties of the Shareholders
The Shareholders, individually and separately, represent and warrant as
follows:
6.1 Title of Shares. The Shareholders, and each of them, are the owners,
free and clear of any liens and encumbrances, of the number of Client shares
which are listed in the attached schedule and which they have contracted to
exchange.
6.2 Litigation. There is no litigation or proceedings pending, or to each
Shareholder's knowledge threatened, against or relating shares of Client held
by the Shareholders.
7. Representations and Warranties of Acquisition
The Acquisition represents and warrants as follows;
7.1 Corporate Status. Acquisition is a corporation duly organized, validly
existing, and in good standing under the laws of the State of Nevada and is
licensed or qualified as a foreign corporation in all states in which the
nature of its business or the character or ownership of its properties makes
such licensing or qualification necessary.
7.2 Capitalization. The authorized capital stock of Acquisition consists
of 100 million shares of common stock, $0.001 par value per share, of which 3.5
million shares are issued and outstanding, all fully paid and nonassessable and
no shares of non-designated preferred stock. There are no shares of preferred
stock issued or authorized, warrants or options.
7.3 Subsidiaries. Acquisition has no subsidiaries.
7.4 Public Company. Acquisition filed with the Securities and Exchange
Commission pursuant to the Securities Exchange Act of 1934, a registration
statement on November 8, 1999 registering its common stock. See attached
Schedule B.
7.5 Public Filings. Acquisition has timely filed all reports required to
be filed by it under Section 13 of the Securities Exchange Act of 1934.
7.6 Financial Statement. The audited financial statements of Acquisition
of Oct. 1,1998 and Sept. 30, 1999 or such other period as acceptable Client
("Acquisition's Financial Statements") furnished to Client are correct and
fairly present the financial condition of Acquisition as of the dates and for
the periods involved, and such statements were prepared in accordance with
generally accepted accounting principles consistently applied.
7.7 Undisclosed Liabilities. Acquisition had no liabilities of any nature
except to the extent reflected or reserved against in Acquisition's Financial
Statements, whether accrued, absolute, contingent, or otherwise, including,
without limitation, tax liabilities and interest due or to become due, and
Acquisition's accounts receivable, if any, are collectible in accordance with
the terms of such accounts, except to the extent of the reserve therefor in
Acquisition's Financial Statements.
7.8 Absence of Material Changes. Between the date of Acquisition's
Financial Statements and the date of this Agreement, there have not been,
except as set forth in a list certified by the president of Acquisition and
delivered to Client, (1) any changes in Acquisition's financial condition,
assets, liabilities, or business which, in the aggregate, have been materially
adverse; (2) any damage, destruction, or loss of or to Acquisition's property,
whether or not covered by insurance; (3) any declaration or payment of any
dividend or other distribution in respect of Acquisition's capital stock, or
any direct or indirect redemption, purchase, or other Acquisition of any such
stock; or (4) any increase paid or agreed to in the compensation, retirement
benefits, or other commitments to employees.
7.9 Litigation. There is no litigation or proceeding pending, or to the
Company's knowledge threatened, against or relating to Acquisition, its
properties or business, except as set forth in a list certified by the
president of Acquisition and delivered to Client, knowledge threatened, against
or relating to Acquisition, its properties or business, except as set forth in
a list certified by the president of Acquisition and delivered to Client.
7.10 Contracts. Acquisition is not a party to any material contract other
than those listed as an attachment hereto.
7.11 No Violation. Execution of this Agreement and performance by
Acquisition hereunder has been duly authorized by all requisite corporate
action on the part of Acquisition, and this Agreement constitutes a valid and
binding obligation of Acquisition, performance hereunder will not violate any
provision of any charter, bylaw, indenture, mortgage, lease, or agreement, or
any order, judgment, decree, law, or regulation to which any property of
Acquisition is Subject or by which Acquisition is bound.
7.12 Taxes. Acquisition has filed in correct form all federal, state, and
other tax returns of very nature required to be filed by it and has paid all
taxes as shown on such returns and all assessments, fees and charges received
by it to the extent that such taxes, assessments, fees and charges have become
due. Acquisition has also paid all taxes which do not require the filing of
returns and which are required to be paid by it. To the extent that tax
liabilities have accrued, but have not become payable, they have been
adequately reflected as liabilities on the books of Acquisition and are
reflected in the financial statements furnished hereto.
7.13 Title to Property. Acquisition has good and marketable title to all
properties and assets, real and personal, reflected in Acquisition's Financial
Statements, except as since sold or otherwise disposed of in the ordinary
course of business, and Acquisition's properties and assets are Subject to no
mortgage, pledge, lien, or encumbrance, except for liens shown therein, with
respect to which no default exists.
7.14 Corporate Authority. Acquisition has full corporate power and
authority to enter into this Agreement and to carry out its obligations
hereunder, and will deliver at the Closing a certified copy of resolutions of
its board of directors authorizing execution of this Agreement by its officers
and performance thereunder.
7.15 Confidentiality. Until the Closing (and permanently if there is no
Closing), Acquisition and its representatives will keep confidential any
information, which they obtain from Client concerning its properties, assets,
and business. If the transactions contemplated by this Agreement are not
consummated, Acquisition will return to Client all written matter with respect
to Client obtain by it in connection with the negotiation or consummation of
this Agreement.
7.16 Investment Intent. Acquisition is acquiring the Client shares to be
transferred to it under this Agreement for investment and not with a view to
the sale or distribution thereof, and Acquisition has no commitment or present
intention to liquidate Client or to sell or otherwise dispose of its stock.
8. Conduct Pending the Closing
Acquisition, Client and the Shareholders covenant that between the date of this
Agreement and the Closing as to each of them:
8.1 No change will be made in the charter documents, by-laws or other
corporate documents of Acquisition or Client.
8.2 This Agreement will be submitted for shareholder approval with a
favorable recommendation by the Board of -Directors of each of Client and
Acquisition and the Board of Directors of each will use its best efforts to
obtain the requisite shareholder approval.
8.3 Client and Acquisition will use their best efforts to maintain and
preserve its business organization, employee relationships, and goodwill
intact, and will not enter into any material commitment except in the ordinary
course of business.
8.4 None of the Shareholders will sell, transfer, assign, hypothecate lien,
or otherwise dispose or encumber the Client shares of common stock owned by
them.
9. Conditions Precedent to Obligation of Client and the Shareholders
Client's and the Shareholder's obligation to consummate this exchange shall be
Subject to fulfillment on or before the Closing of each of the following
conditions, unless waived in writing by Client or the Shareholders as
appropriate:
9.l Acquisition's Representations and Warranties. The representations and
warranties of Acquisition set forth herein shall be true and correct at the
Closing as though made at and as of that date, except as affected by
transactions contemplated hereby.
9.2 Acquisition's Covenants. Acquisition shall have performed all
covenants required by this Agreement to be performed by it on or before the
Closing.
9.3 Board of Director Approval. This Agreement shall have been approved by
the Board of Directors of Acquisition.
9.4 Supporting Documents of Acquisition. Acquisition shall have delivered
to Client and the Shareholders supporting documents in. form and substance
reasonably satisfactory to Client and the Shareholders, to the effect that:
(a) Acquisition is a corporation duly organized, validly existing, and in
good standing,
(b) Acquisition's authorized capital stock is as set forth herein;
(c) Certified copies of the resolutions of the Board of Directors of
Acquisition authorizing the execution of this Agreement and the consummation
hereof;
(d) Secretary's certificate of incumbency of the officers and directors of
Acquisition;
(e) Acquisition's Financial Statement and unaudited financial statement for
the period from the date of the audited financial statements to the close of
most recent fiscal quarter; and
(f) Any document as may be specified herein or required to satisfy the
conditions, representations and warranties enumerated elsewhere herein.
10. Conditions Precedent to Obligation of Acquisition
Acquisition's obligation to consummate this merger shall be Subject to
fulfillment on or before the Closing of each of the following conditions,
unless waived in writing by Acquisition:
10.1 Client's and the Shareholder's Representations and Warranties. The
representations and warranties of Client and the Shareholders set forth herein
shall be true and correct at the Closing as though made at and as of that date
except as affected by transactions contemplated hereby.
10.2 Client's and the Shareholder's Covenants. Client and the Shareholders
shall have performed all covenants required by this Agreement to be performed
by them on or before the Closing.
10.3 Board of Director Approval. This Agreement shall have been approved by
the Board of Directors of Client.
10.4 Shareholder Execution. This Agreement shall have been executed by the
required number of shareholders of Client.
10.5 Supporting Documents of Client. Client shall have delivered to
Acquisition supporting documents in form and substance reasonably satisfactory
to Acquisition to the effect that:
(a) Client is a corporation duly organized, validly existing and in good
standing;
(b) Client's capital stock is as set forth herein;
(c) Certified copies of the resolutions of the board of directors of Client
authorizing the execution of this Agreement and the consummation hereof;
(d) Secretary's certificate of incumbency of the officers and directors of
Client;
(e) Client's Financial Statements and unaudited financial statements for
the period from the date of the audited financial statements to the close of
the most recent fiscal quarter; and
(f) Any document as maybe specified herein or required satisfying the
conditions, representations and warranties enumerated elsewhere herein.
11. Indemnification
11.1 Indemnification of Acquisition. Client and the Shareholders severally
(and not jointly) agree to indemnify Acquisition against any loss, damage, or
expense (including reasonable attorney fees) suffered [by Acquisition from (1)
any breach by Client or the Shareholders of this Agreement or (2) any
inaccuracy in or breach of any of the representations, warranties, or covenants
by Client or the Shareholders herein; provided, however, that (a) Acquisition
shall be entitled to assert rights of indemnification hereunder only if and to
the extent that it suffers losses, damages, and expenses (including reasonable
attorney fees) exceeding $50,000 in the aggregate and (b) Acquisition shall
give notice of any claims hereunder within 24 months beginning on the date of
Closing. No loss, damage, or expense shall be deemed to have been sustained by
Acquisition to the extent of insurance proceeds paid to, or tax benefits
realizable by, Acquisition as a result of the event giving rise to such right
to indemnification.
11.2 Proportionate Liability. The liability of each Shareholder under this
section shall be in the proportion that the total number of Acquisition shares
to be received by him bears to the total number of Acquisition shares to be
received by all the Shareholders and shall in no event exceed 25% of the value
of the Acquisition shares received by such shareholder. With respect to
Shareholders that are estates, trusts, or custodianships, the executor,
trustee, or custodian is a party to this Agreement only in its fiduciary
capacity and liability hereunder shall be limited to the fiduciary assets and
shall not extend to the assets of the executor, trustee, or custodian.
11.3 Indemnification of Client and the Shareholders. Acquisition agrees to
indemnify Client and the Shareholders against any loss, damage, or expense
(including reasonable attorney fees) suffered by Client or by any of the
Shareholders from (1) any breach by Acquisition of this Agreement or (2) any
inaccuracy in or breach of any of Acquisition's representations, warranties, or
covenants herein.
11.4 Defense of Claims. Upon obtaining knowledge thereof, the indemnified
party shall promptly notify the indemnifying party of any claim, which has
given or could give rise to a right of indemnification under this Agreement.
If the right of indemnification relates to a claim asserted by a third party
against the indemnified party, the indemnifying party shall have the right to
employ counsel acceptable to the indemnified party to cooperate in the defense
of any such claim. As long as the indemnifying party is defending any such
claim in good faith, the indemnified party will not settle such claim. If the
indemnifying party does not elect to defend any such claim, the indemnified
party shall have no obligation to do so.
12. Termination. This Agreement may be terminated (1) by mutual consent in
writing; (2) by either Client, the Shareholders or Acquisition if there has
been a material misrepresentation or material breach of any warranty or
covenant by any other party; or (3) by either Client, the Shareholders or
Acquisition if the Closing shall not have taken place, unless adjourned to a
later date by mutual consent in writing.
13. Shareholders' Representative. The Shareholders hereby irrevocably
designate and appoint ▇▇▇▇▇ ▇▇▇▇ as their agent and attorney in fact
("Shareholders' representative") with full power and authority until the
Closing to execute, deliver and receive on their behalf all notices, requests,
and other communications hereunder: to fix and alter on their behalf the date,
time, and place of Closing: to waive, amend, or modify any provisions of this
Agreement, and to take such other action on their behalf in connection with
this Agreement, the Closing, and the transactions contemplated hereby as such
agent or agents deem appropriate; provided, however, that no such waiver,
amendment, or modification maybe made if it would decrease the number of shares
to be issued to the Shareholders hereunder or increase the extent of their
obligation to indemnify Acquisition hereunder.
14. Survival of Representations and Warranties. The representations and
warranties of the Client, the Shareholders and Acquisition set out herein shall
survive the Closing.
15. Arbitration
Scope. The parties hereby agree that any and all claims (except only for
requests for injunctive or other equitable relief) whether existing now, in the
past or in the future as to which the parties or any affiliates may be adverse
parties, and whether arising out of this Agreement or from any other cause,
will be resolved by arbitration before the American Arbitration Association.
Situs. The situs of arbitration shall be chosen by the party against whom
arbitration is sought, provided only that arbitration shall be held at a place
in the reasonable vicinity of such party's place of business or primary
residence and shall be within the United States. The situs of counterclaims
will be the same as the situs of the original arbitration. Any disputes
concerning situs will be decided by the American Arbitration Association.
Applicable Law. The law applicable to the arbitration and this agreement shall
be that of the State of Nevada, determined without regard to its provisions
which would otherwise apply to a question of conflict of laws. Any dispute as
to the applicable law shall be decided by the arbitrator.
Disclosure and Discovery. The arbitrator may, in its discretion, allow the
parties to make reasonable disclosure and discovery in regard to any matters,
which are the Subject of the arbitration, and to compel compliance with such
disclosure and discovery order. The arbitrator may order the parties to comply
with all or any of the disclosure and discovery provisions of the Federal Rules
of Civil Procedure, as they then exist, as may be modified by the arbitrator
consistent with the desire to simplify the conduct and minimize the expense of
the arbitration.
Finality and Fees. Any award or decision by the American Arbitration
Association shall be final, binding and non-appealable except as to errors of
law. Each party to the arbitration shall pay its own costs and counsel fees.
Measure of Damages. In any adverse action, the parties shall restrict
themselves to claims for compensatory damages and no claims shall be made by
any party or affiliate for lost profits, punitive or multiple damages.
Covenant Not to ▇▇▇. The parties covenant that under no conditions will any
party or any affiliate file action against the other (except only requests for
injunctive or other equitable relief) in any forum other than before the
American Arbitration Association, and the parties agree that any such action,
if filed, shall be dismissed upon application and shall be referred for
arbitration hereunder with costs and attorney's fees to the prevailing party.
Intention. It is the intention of the parties and their affiliates that all
disputes of any nature between them, whenever arising, from whatever cause,
based on whatever law, rule or regulation, whether statutory or common law, and
however characterized, be decided by arbitration as provided herein and that no
party or affiliate be required to litigate in any other forum any disputes or
other matters except for requests for injunctive or equitable relief This
agreement shall be interpreted in conformance with this stated intent of the
parties and their affiliates.
16. General Provisions
16.1 Further Assurances. From time to time, each party will execute such
additional instruments and take such actions as may be reasonably required to
carry out the intent and purposes of this Agreement.
16.2 Waiver. Any failure on the part of either party hereto to comply with
any of its obligations, agreements, or conditions hereunder may be waived in
writing by the party to whom such compliance is owed.
16.3 Brokers. Each party agrees to indemnify and hold harmless the other
party against any fee, loss, or expense arising out of claims by brokers or
finders employed or alleged to have been employed by the indemnifying party.
16.4 Notices. All notices and other communications hereunder shall be in
writing and shall be deemed to have been given if delivered in person or sent
by prepaid first-class certified mail, return receipt requested, or recognized
commercial courier service, as follows:
If to Acquisition, to:
Interlock Services Inc.
▇▇▇ ▇▇▇ ▇▇ ▇▇ ▇▇▇, Suite E -I
Pacific Palisades. CA 90272
If to client, to:
Internet International Communications Ltd.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇
If to the Shareholder, to:
▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇. ▇. ▇▇▇ ▇▇▇,
16.5 Governing Law. This agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Nevada.
16.6 Assignment. This Agreement shall inure to the benefit of, and be
binding upon, the parties hereto and their successors and assigns; provided,
however, that any assignment by either party of its rights under this Agreement
without the written consent of the other party shall be void.
16.7 Counterparts. This Agreement may be executed simultaneously in two or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. Signatures sent by
facsimile transmission shall be deemed to be evidence of the original execution
thereof.
16.8 Effective Date. This effective date of this Agreement shall be Jan.
15, 2000.
Interlock Services Inc.
By : /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Internet International Communications Ltd.
By : /s/ ▇▇▇▇▇ ▇▇▇▇