Exhibit 2.3 Reverse Merger Agreement dated December 2, 1999
By and between ▇▇▇▇▇▇.▇▇▇ Inc. and Leisure
Concepts International
ACQUISITION AGREEMENT
AGREEMENT dated 2nd December 1999 ("the Agreement"), by, between
and among LEISURE CONCEPTS INTERNATIONAL INC, a company
incorporated under the laws of the state of Delaware (herein
referred to as LCI), the persons listed on Exhibit A attached
hereto and made a part hereof, being all of the shareholders and
executive officers of LCI (hereinafter referred to as
"MANAGEMENT"); ▇▇▇▇▇▇.▇▇▇, INC, a company incorporated under the
laws of Delaware (hereinafter referred to as "CI4NET"); and the
persons listed on Exhibit "A" attached hereto and made a part
hereof, (hereinafter referred to as the "SELLERS").
WHEREAS, the SELLERS own a total of 3,000,100 shares of common
stock, $0.001 par value, of CI4NET, said shares being 100% of the
issued and outstanding common stock of CI4NET.
WHEREAS, the SELLERS desire to sell and LCI desires to purchase
one hundred (100%) percent of such shares.
NOW, THEREFORE, in consideration of the mutual convenants,
agreements, representations and warranties herein contained, the
parties hereby agree as follows:
1. Purchase and Sale - The SELLERS hereby agree to sell,
transfer, assign and convey to LCI and LCI hereby agrees to
purchase and acquire from the SELLERS, a total of 3,000,100
shares of common stock of CI4NET, which equates one hundred
percent (100%) percent of all of CI4NET's currently issued and
outstanding common stock (the CI4NET Common Shares"), in a
tax-free stock-for-stock acquisition.
2. Purchase Price - The aggregate purchase price to be paid
by
LCI for the CI4NET Common Shares shall be 20,500,000 post-
reverse split shares of LCI $0.001 par value voting common
stock (the "LCI Common Shares"). The LCI Common Shares will
be issued to the individual SELLERS in accordance with Exhibit
"A-1" attached hereto.
3. Warranties Representations and Covenants of CI4NET and
CI4NET
PRINCIPALS - In order to induce LCI to enter into this
Agreement and to complete the transaction contemplated hereby,
CI4NET and its principal executive officers (hereinafter
referred to as the "CI4NET PRINCIPALS", jointly and severally
warrant and represent to LCI that:
(a) Organization and Standing CI4NET is a corporation duly
organized, validly existing and in a good standing under the
laws of the state of Delaware, is qualified to do business
as a foreign corporation in every other state or
jurisdiction in which it operates to the extent required by
the laws of such states and jurisdictions, and has full
power and authority to carry on its business as now
conducted and to own and operate its assets, properties and
business. Attached hereto as Exhibit "B" are true and
correct copies of CI4NET's Certificate of Incorporation,
amendments thereto and all current \by-laws of CI4NET. No
changes thereto will be made in any of the Exhibit "B"
documents before the closing. CI4NET has no subsidiaries
except as listed or any investments or ownership interests
in any corporation, partnership, joint venture or other
business enterprise which is material to its business.
(b) Capitalization As of the Closing Date of CI4NET's entire
authorized equity capital consists of 25,000,000 shares of
$0.001 par value, of which 3,000,100 shares of Common Stock
will be issued and outstanding as of the Closing. As of the
Closing Date, there will be no other voting or equity
securities authorized or issued, nor any authorized or issued
securities convertible into voting stock, and no outstanding
subscriptions, warrants, calls, options, rights, commitments
or agreements by which CI4NET or the SELLERS are bound,
calling for the issuance of any additional shares of common
stock or any other voting or equity security, except as set
forth in Exhibit "CI4NET-S", attached hereto. The 3,000,100
issued and outstanding CI4NET Common Shares to be transferred
by SELLERS constitutes one hundred (100%) percent of the
currently issued and outstanding shares of Common Stock of
CI4NET, which includes inter-claim, that same percentage of
CI4NET's voting power, right to receive dividends, when, as
and if declared and paid, and the right to receive the
proceeds of liquidation attributable to common stock, if any.
(c) Ownership of CI4NET Shares Each SELLER warrants and
represents, severally, that as of the date hereof, such SELLER
is the sole owner of the CI4NET Common Shares listed by his or
her name on Exhibit "A-1", free and clear of all liens,
encumbrances, and restrictions whatsoever, except that the
CI4NET Common Shares so listed have not been registered under
the Securities Act of 1933, as amended (the "33 Act"), or any
applicable State Securities laws. By SELLERS' transfer of the
CI4NET Common Shares to LCI pursuant to this Agreement. LCI
will thereby acquire 100% of the outstanding capital stock of
CI4NET, free and clear of all liens, encumbrances and
restrictions of any nature whatsoever, except by reason of the
fact that the CI4NET Common Shares will not have been
registered under the '33 Act, or any applicable State
securities laws.
(d) Taxes CI4NET has filed all federal, state and local
income
or other tax returns and reports that it is required to file
with all governmental agencies, wherever situate, and has paid
or accrued for payment all taxes as shown on such returns,
such that a failure to file, pay or accrue will not have a
material adverse effect on CI4NET. CI4NET's income tax
returns have never been audited by any authority empowered to
do so.
(e) Pending Actions There are no known material legal
actions,
lawsuits, proceedings or investigations, either administrative
or judicial, pending or threatened, against or affecting
CI4NET, or against the CI4NET PRINCIPALS that arrive out of
their operation of CI4NET, except as described in Exhibit "C"
attached hereto. CI4NET is not knowingly in material
violation of any law, material ordinance or regulation of any
kind whatever, including, but not Inc to laws, rules and
regulations governing the sale of its services, the 33 Act,
the Securities Exchange Act of 1934, as amended (the "34
Act"), the Rules and Regulations of the U.S. Securities and
Exchange Commission ("SEC"), or the Securities Laws and
Regulations of any state or nation.
(f) Government and Regulation CI4NET holds the licenses and
registrations set forth on Exhibit "D" hereto from the
jurisdictions set forth therein, which licenses and
registrations are all of the licenses and registrations
necessary to permit CI4NET to conduct its current business.
All of such licenses and registrations are in full force and
effect, and there are no proceedings, hearings or other
actions pending that may affect the validity or continuation
of any of them. No approval of any other trade or
professional association or agency of government other than as
set forth on Exhibit "D" is required for any of the
transactions effected by this Agreement, and the completion of
the transactions contemplated by this Agreement will not, in
and of themselves, affect or jeopardize the validity or
continuation of any of them.
(g) Ownership of Assets Except as set forth in Exhibit "E"
attached hereto, CI4NET has good, marketable title, without
any liens or encumbrances of any nature whatever, to all of
the following, if any; assets, properties and rights of every
type and description, including, without limitation, all cash
on hand and in banks, certificates of deposit, stocks, bonds,
and other securities, good will, customer lists, its corporate
name and all variants thereof, trademarks and trade names,
copyrights and interests thereunder, licenses and
registrations, pending licenses and permits and applications
therefor, inventions, processes, know-how, trade secrets, real
estate and interests therein and improvements thereto,
machinery, equipment, vehicles, notes and accounts receivable,
fixtures, rights under agreements and leases, franchises, all
rights and claims under insurance policies and other contracts
of whatever nature, rights in funds of whatever nature, books
and records and all other property and rights of every kind
and nature owned or held by CI4NET as of this date, and will
continue to hold such title on and after the completion of the
transactions contemplated by this Agreement; nor, except in
the ordinary course of its business, has CI4NET disposed of
any such asset since the date of the most recent balance sheet
described in Section 3(0) of this Agreement.
(h) No Interest in Suppliers, Customers, Landlords or
Competitors Neither the CI4NET PRINCIPALS nor any member of
their families have any material interest of any nature
whatever in any supplier, customer, landlord or competitor of
CI4NET.
(i) No Debt Owed by CI4NET to CI4NET PRINCIPALS Except as set
forth in Exhibit "F" attached hereto, CI4NET does not owe any
money, securities, or property to either the CI4NET PRINCIPALS
or any member of their families or to any company controlled
by such a person, directly or indirectly. To the extent that
the CI4NET PRINCIPLES may have any undisclosed liability to
pay any sum or property to any such person or equity or any
member of their families such liability is hereby forever
irrevocably released and discharged.
(j) Complete Records All of CI4NET's books and records,
including, without limitation, its books of account, corporate
records, minute book, stock certificate books and other
records are up-to-date, complete and reflect accurately and
fairly the conduct of its business in all material respects
since its date of incorporation.
(k) No Misleading Statements or Omissions Neither this
Agreement nor any financial statement, exhibit, schedule or
document attached hereto or presented to LCI in connection
herewith, contains any materially misleading statement or
omits any fact or statement necessary to make the other
statements or facts therein set forth not materially
misleading.
(l) Validity of this Agreement All corporate and other
proceedings required to be taken by the SELLERS and by CI4NET
in order to enter into and carry out this Agreement have been
duly and properly taken. This Agreement has been duly
executed by the SELLERS and by CI4NET, and constitutes the
valid and binding obligation of each of them, enforceable in
accordance with its terms except to the extent Inc by
applicable bankruptcy, reorganization, insolvency, moratorium
or other laws relating to or effecting generally the
enforcement of creditors rights. The execution and delivery
of this Agreement and the carrying out of its purposes will
not result in the breach of any of the terms and conditions
of, or constitute a default under or violate, CI4NET's
Certificate of Incorporation or By-Laws, or any material
agreement, lease, mortgage, bond, indenture, license or other
material document or undertaking, oral or written, to which
CI4NET or the SELLERS is a party or is bound or may be
affected, nor will such execution, delivery and carrying out
violate any law, rule or regulation or any order, with
injunction or decree, of any court, regulatory agency or other
governmental body; and the business now conducted by CI4NET
can continue to be so conducted after completion of the
transaction contemplated hereby, with CI4NET as a wholly owned
subsidiary of LCI.
(m) Concepts and Approvals: Compliance with Laws Neither
CI4NET nor the SELLERS are required to make any filing with,
or obtain the consent or approval of, any person or entity as
a condition to the consummation of the transactions
contemplated by this Agreement. The business of CI4NET has
been operated in material compliance with all laws, rules, and
regulations applicable to its business, including, without
limitation, those related to securities matters, trade
matters, environmental matters, public health and safety, and
labor and employment.
(n) Access to Books and Records LCI will have full and free
access to CI4NET's books during the course of this transaction
prior to Closing, during regular business hours, on reasonable
notice.
(o) CI4NET Financial Statements Before the Closing, CI4NET's
financial statements as of and for the period from inception
to September 31, 1999, will be provided to LCI and will be
annexed hereto as Exhibit "G"; the CI4NET financial statements
will accurately describe CI4NET's financial position as of the
dates thereof. The CI4NET financial statements will have been
prepared in accordance with generally accepted accounting
principles in the United States ("GAAP") (or as permitted by
regulation S-X, S-B, and/or the rules promulgated under the 33
Act and the 34 Act) and for the period from inception to
September 31, 1999 audited by independent certified public
accountants with SEC experience.
(p) CI4NET's Corporate Summary CI4NET's Business Plan,
(attached hereto as Exhibit "L") accurately describes CI4NET's
business assets, proposed operations and management as of the
date thereof; since the date of the Corporate Plan, there has
been no material adverse change in the Business Plan and no
material adverse change in CI4NET; provided that no warranties
or representations are made as to any financial projections.
4. Warranties, representations and Covenants of LCI AND
MANAGEMENT OF LCI ("MANAGEMENT") In order to induce the SELLERS
and CI4NET to enter into this Agreement and to complete the
transaction contemplated hereby, LCI AND MANAGEMENT jointly and
severally warrant, represent and covenant to CI4NET and SELLERS
that :
(a) Organization and Standing LCI is a corporation duly
organized, validly existing and in good standing under
the laws of the State of Delaware, will be qualified to
do business as a foreign corporation in every other state
and jurisdiction in which it operates to the extent
required by the laws of such states or jurisdictions, and
will have full power and authority to carry on its
business as now conducted and to own and operate its
assets, properties and business. LCI has no subsidiaries
or any other investments or ownership interests in any
corporation, partnership, joint venture or other business
enterprise.
(b) Capitalization LCI's entire authorized equity capital
consists of 100,000,000 shares of voting common stock,
$0.001 par value. As of the Closing, after giving effect
to (I) the proposed one-for-15 reverse split of LCI's
8,332,000 currently outstanding shares into 555,446
shares; and (II) the issuance of 20,500,000 post-reverse
split shares to the SELLERS as described in Section 2
herein; (III) the issuance of 100,000 post-reverse split
shares to Consultants, LCI will have authorized
100,000,000 shares of Common Stock, par value $0.001; and
will have issued and outstanding 21,155,446 shares of
voting common stock, $0.001 par value and no shares of
preferred stock issued. Upon issuance, all of the LCI
Common Stock will be validly issued, fully paid and non-
assessable. The relative rights and preferences of LCI's
equity securities are set forth on the Certificate of
Incorporation, as amended and LCI's By-laws (Exhibit "H"
hereto). There are no other voting or equity securities
authorized or issued, not any authorized or issued
securities convertible into voting stock, and no
outstanding subscriptions, warrants, calls, options,
rights, commitments or agreements by which LCI is bound,
calling for the issuance of any additional shares of
common stock or any other voting or equity security. The
By-laws of LCI provide that a simple majority of the
shares voting at a stock holders' meeting at which a
quorum is present may elect all of the directors of LCI.
Cumulative voting is not provided for by the By-Laws or
Certificate of Incorporation of LCI. Accordingly, as of
the Closing the 20,500,000 shares being issued to and
acquired by the SELLERS will constitute 97% of the
21,155,446 shares of LCI which will then be issued and
outstanding (including all consulting fees) which
includes, inter alia, that same percentage of LCI's
voting power (subject to the provisions regarding
cumulative rights), right to receive dividends, when, as
and if declared and paid, and the right to receive the
proceeds of liquidation attributable to common stock, if
any.
(c)Ownership of Shares By LCI's issuance of the LCI Common
Shares to the SELLERS pursuant to this Agreement, the
SELLERS will thereby acquire good, absolute marketable
title thereto, free and clear of all liens, encumbrances
and restrictions of any nature whatsoever, except by
reason of the fact that such LCI shares will not have
been registered under the 33 Act, or any applicable state
securities laws.
(d) Significant Agreements LCI is not and will not at
Closing be bound by any of the following:
(i) Employment, advisory or consulting contract
(except as described in Section 12 herein).
(ii) Plan providing for employee benefits of any
nature.
(iii)Lease with respect to any property or equipment.
(iv) Contract of commitments for any current
expanditure.
(v) Contract or commitment pursuant to which it has
assumed, guaranteed, endorsed or otherwise become
liable for any obligation of any other person, firm
or organization.
(vi) Contract, agreement, understanding, commitment
or arrangement either than in the normal course of
business, not set forth in the Agreement or an
Exhibit hereto.
(vii) Agreement with any person relating to the
dividend, purchase or sale of securities, that has
not been settled by the delivery of payment of
securities when due, and which remains unsettled
upon the date of this Agreement.
(e)Taxes LCI has filed all federal, state and local income
or other tax returns and reports that it is required to
file with all governmental agencies, wherever situate,
and has paid all taxes as shown on such returns. All of
such returns are true and complete. LCI's income tax
returns have never been audited by say authority
empowered to do so.
(f)Absence of Liabilities As of the Closing Date LCI will
have no liabilities of any kind or nature, fixed or
contingent, except for the costs, including legal and
accounting fees and other expenses, in connection with
this transaction, for which LCI agrees to be responsible
and to pay in full at or before the Closing.
(g)No Pending Actions To the best of management's
knowledge, there are no legal actions, lawsuits,
proceedings or investigations, either administrative or
judicial, pending or threatened against or affecting LCI,
or against any of the LCI MANAGEMENT and arising out of
their operation of LCI. LCI has been in compliance with,
and has not received notice of violation of any law,
ordinance of any kind whatever, including, but not Inc
to, the 33 Act, the Rules and Regulations of the SEC, or
the Securities Laws and Regulations of any sale. LCI is
not an investment company as defined in, or otherwise
subject to regulation under, the Investment Company Act
of 1940. LCI is not required to file reports pursuant to
either Section 13 or Section 15 (d) of the 34 Act.
(h)Corporate Records All of LCI's books and records,
including, without limitation, its books of account,
corporate records, minute book, stock certificate books
and other records are up-to-date complete and reflect
accurately and fairly the conduct of its business in all
respects since its date of incorporation; all of said
books and records will be made available for inspection
by CI4NET's authorized representatives prior to the
Closing as provided by Section 4(I) herein, and will be
delivered to LCI's new management at the Closing.
(i)No Misleading Statements or Omissions Neither this
agreement nor any financial statement, exhibit, schedule
or document attached hereto or presented to CI4NET in
connection herewith contains any materially misleading
statement, or omits any fact or statement necessary to
make the other statements or facts therein set forth not
materially misleading.
(j)Validity of this Agreement All corporate and other
proceedings required to be taken by LCI in order to enter
into and to carry out this Agreement will have been duly
and properly taken at or before the Closing. This
Agreement has been duly executed by LCI, constitutes a
valid and binding obligation of LCI enforceable in
accordance with its terms. The execution and delivery of
this Agreement and the carrying out of its purposes will
not result in the breach of any of the terms or
conditions of, or constitute a default under or violate,
LCI's Certificate of Incorporation- or By-Laws, or any
agreement, lease, mortgage, bond, indenture, license or
other document or undertaking, oral or written, to which
LCI is a party or is bound or may be affected nor will
such execution, delivery and carrying out violate any
law, rule or regulation or any order, writ, injunction or
decree of any court, regulatory agency or other
governmental body.
(k)Consents and Approvals, Compliance with Laws Except for
the notices to be filed as described in Section 7(a)(v)
herein, neither CI4NET nor MANAGEMENT is required to make
any filing with, or obtain the consent or approval of,
any person or entity as a condition to the consummation
of the transactions contemplated by this Agreement. The
business of LCI has been operated in compliance with all
laws, rules and regulations applicable to its business,
including, without limitation, those related to
securities matters, trade matters, environmental matters,
public health and safety, and labor and employment.
(l)Access to Books and Records CI4NET and SELLERS will
have
full and free access to CI4NET's books and records during
the course of this transaction prior to and at the
Closing on reasonable notice.
(m) LCI Financial Statements At or before the Closing, LCI
and MANAGEMENT will provide CI4NET with LCI's audited
financial statements for the fiscal year ended January
31, 1999 which will be audited in accordance with GAAP by
independent certified public accountants with SEC
experience, and which comply with applicable Federal
securities laws and regulations including Regulation S-X.
There will have been no material change in the business,
assets or condition (financial or otherwise) of LCI since
the date of such financial statements to the Closing.
(n) LCI Financial Condition As of the Closing, LCI will
have
no assets or liabilities, except as disclosed in
financial statements.
(o)Directors and Shareholders Approval As of the Closing,
LCI's Board of Directors and Shareholders, by meeting or
consent shall have properly authorized the matters
described in section 7(a)(iv)herein.
(p)The LCI Shares All of the LCI Common Shares issued to
SELLERS shall be validly issued, fully-paid non-
assessable shares of LCI Common Stock, with full voting
rights, dividend rights, and right to receive the
proceeds of liquidation , if any, as set forth in LCI's
Certificate of Incorporation.
5. Term: Indemnification All representations, warranties,
covenants and agreements made herein and in the exhibits
attached hereto shall survive the execution and delivery of
this Agreement and payment pursuant thereto. MANAGEMENT and
CI4NET MANAGEMENT ("management") of both parties to the
agreement hereby agree, jointly and severally, to indemnify,
defend, and hold harmless LCI, CI4NET, and the SELLERS from
and against any damage, loss, liability, or expense (including
without limitation, reasonable expenses of investigation and
reasonable attorney's fees) arising out of any material breech
of any representation, warranty, covenant, or agreement made
by CI4NET MANAGEMENT or management in this Agreement.
6. Restricted Shares: Legend All of the LCI Common Shares
issued
to SELLERS hereunder will be "restricted securities" as
defined in Rule 144 under the 33 Act and each stock
certificate issued to SELLERS hereunder, will bear the usual
restrictive legend to such effect. Appropriate Stop Transfer
instructions will be given to LCI '' stock transfer agent.
7. Conditions Precedent to Closing (a) The obligations of
CI4NET
and the SELLERS under this Agreement shall be and are subject
to fulfillment, prior to or at the Closing, of each of the
following conditions:
(i) That LCI's and MANAGEMENT's representations and
warranties contained herein shall be true and correct at
the time of Closing as if such representations and
warranties were made at such time, and MANAGEMENT will
deliver an executed certification confirming the
foregoing;
(ii) That LCI and MANAGEMENT shall have performed or
complied with all agreements, terms and conditions
required by this Agreement to be performed or complied
with by them prior to or at the time of the Closing;
(iii) That LCI's directors and shareholders, by proper
and sufficient vote taken either by consent or at a
meeting duly and properly called and held, shall have
properly approved all of the matters required to be
approved by LCI's directors and shareholders,
respectively;
(iv) That LCI shall have filed the notice of the
reverse
split required by Rule 10b-17 under that Act, and shall
have sent notice to its stockholders of the transactions
contemplated herein; and
(v) That LCI's Board of Directors, by proper and
sufficient
vote, shall have approved this Agreement and the
transactions contemplated hereby; approved the
contemplated reverse split of LCI's outstanding Common
Stock without changing either the authorized shares or
the par value; approved the change of LCI's corporate
name to a name selected by CI4NET; approved the
resignation of all of LCI's current directors and the
election of up to three designees of CI4NET to serve as
directors in place of LCI's current directors; and will
have approved such other changes as are consistent with
this Agreement and approved by CI4NET and LCI; and
(b) The obligations of LCI and MANAGEMENT under this Agreement
shall be and are subject to fulfillment, prior to or at the
Closing of each of the following conditions:
(i) That CI4NET's and SELLERS' representations and
warranties contained herein shall be true and correct at
the time of Closing as if such representations and
warranties were made at such time and CI4NET and the
CI4NET PRINCIPALS shall deliver an executed certification
confirming the foregoing;
(ii) That CI4NET and CI4NET PRINCIPALS shall have
performed or complied with all agreements, terms and
conditions required by this Agreement to be performed or
complied with by them prior to or at the time of Closing;
and
(iii) That CI4NET's officers will have signed non-compete
clauses in the form attached hereto as Exhibit "J".
8 Termination This Agreement may be terminated at any time
before or at Closing, by;
(a)The mutual agreement of the parties;
(b)Any party if:
(iv) Any legal proceeding shall have been instituted
or shall be imminently threatening to delay,
restrain or prevent the consummation of this
Agreement.
Upon termination of this Agreement for any reason, in accordance
with the terms and conditions set forth in this paragraph, each
said party shall bear all costs and expenses as each party has
incurred and no party shall be liable to the other.
9. Exhibits All Exhibits attached hereto are incorporated
herein by this reference as if they were set forth in their
entirety.
10. Miscellaneous Provisions This Agreement is the entire
agreement between the parties in respect of the subject matter
hereof, and there are no other agreements, written or oral,
nor may this Agreement be modified except in writing and
executed by all of the parties hereto. The failure to insist
upon strict compliance with any of the terms, covenants or
conditions of this Agreement shall not be deemed a waiver or
relinquishment of such rights or power at any other time or
times.
11. Closing The Closing of the transactions contemplated by
this Agreement ("Closing") shall take place at the offices of
▇▇▇▇▇ ▇ ▇▇▇▇▇▇, P.C. attorneys for LCI, at 1.00 P.M. on the
first business day after the letter of the approval of SELLERS
owning at least 80% of CI4NET's Common Stock or the
shareholders of LCI approving this Agreement and the matters
referred to in section 7(a)(vi) herein, or such other date as
the parties hereto shall mutually agree upon. At the Closing,
all of the documents and items referred to herein shall be
exchanged. Upon signing LCI will carry out a corporate name
change to ▇▇▇▇▇▇.▇▇▇ Inc and upon approval by the NASD shall
carry out the aforementioned 15 for 1 reverse split and the
issuance of the shares to the SELLERS.
12. Prohibited Actions Between the date hereof and the
effective date of the merger, neither Purchaser nor Seller
will, except with the prior written consent of the other:
(a)issue or sell any stock, bonds, or other corporate
securities;
(b)incur any obligation or liability (absolute or contingent),
except current liabilities incurred, and obligations under
contracts entered into, other than in the ordinary course of
business;
(c) discharge or satisfy any lien or encumbrance or pay any
obligation or liability (absolute or contingent) other than in
the ordinary course of business;
(d) make any dividend or other payment or distribution to its
shareholders or Purchase or redeem any shares of its capital
stock other than in the ordinary course of business;
(e)mortgage, pledge, create a security interest in, or subject
to
lien or other encumbrance any of its assets, tangible or
intangible other than in the ordinary course of business;
(f)sell or transfer any of its tangible assets or cancel any
debts or claims except in each case in the ordinary course of
business other than in the ordinary course of business;
(g)sell, assign, or transfer any trademark, trade name, patent,
or other intangible asset;
(h)waive any right of any substantial value other than in the
ordinary course of business; or
(i) enter into any other transaction other than in the ordinary
course of business.
13. Further Instruments From time to time, as and when
requested by the either of the parties or by its successors or
assigns, the other party will execute and deliver, or cause to
be delivered, all such deeds and other instruments; and will
take or cause to be taken such further or other action as the
parties may deem necessary or desirable in order to vest in
and confirm to the purchaser title to and possession of all
its property, rights, privileges, possessions, and franchises
and otherwise to carry out the intent and purposes of this
agreement.
(b) Fees and Commissions: (a) Except as described in this
Section 12, no broker, finder, or other person or entity is
entitled to any fee or commission from LCI or CI4NET for
services rendered on behalf of LCI or CI4NET in connection
with the transactions contemplated by this Agreement.
15. Governing Law This Agreement shall be governed by and
construed in accordance with the internal laws of the State of
Delaware.
16. Counterparts This Agreement may be executed in duplicate
facsimile counterparts, each of which shall be deemed an
original and together shall constitute one and the same
binding Agreement, with one counterpart being delivered to
each party hereto.
IN WITNESS WHEREOF, the parties hereto have set their hands and
seals as of the date and year above first written.
LEISURE CONCEPTS INTERNATIONAL INC
By: ____________________________
____________________________
▇▇▇▇▇▇.▇▇▇ INC
By: ____________________________
EXHIBIT A
Bellingwood Limited
Melchrisea Holdings Ltd
DCI Limited
RLI Limited
SMC Internet Ltd
LDA Holdings Ltd
WWW Capital Holdings Ltd
Velvet Capital Ltd
JWB Consolidated Ltd
EXHIBIT CI4NET-S
Bellingwood Limited 9,500,000 Shares
Melchrisea Holdings Ltd 1,000,000 Shares
DCI Limited 1,000,000 Shares
RLI Limited 500,000 Shares
SMC Internet Ltd 3,000,000 Shares
LDA Holdings Ltd 2,500,000 Shares
WWW Capital Holdings Ltd 1,500,000 Shares
Velvet Capital Ltd 900,000 Shares
JWB Consolidated Ltd 600,000 Shares