▇▇▇. ▇▇.▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ AGREEMENT WITH CONDITIONAL PROMISSORY NOTE BY AND
BETWEEN YOUR FUTURE HOLDINGS, INC. AND YOUR FUTURE, INC. DATED DECEMBER
22, 2000
STOCK PURCHASE AGREEMENT
WITH CONDITIONAL PROMISSORY NOTE
This STOCK PURCHASE AGREEMENT WITH CONDITIONAL PROMISSORY NOTE
(hereinafter referred to as the "New Agreement") is entered into as of this 22nd
day of December, 2000, by and between YOUR FUTURE HOLDINGS, INC. (hereinafter
referred to as "YFHI"), a Nevada corporation, with registered address at c/o
Gateway Enterprises, Inc., ▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇
▇▇▇▇▇, and YOUR FUTURE, INC. (hereinafter referred to as "YFI"), a South
Carolina corporation, having its principal place of business at ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇.
WITNESSETH:
WHEREAS, YFHI signed a Purchase and Sale Agreement (hereinafter called
"Old Agreement") with YFI on March 28, 2000.
WHEREAS, YFHI has paid YFI the total amount of THREE HUNDRED THOUSAND
DOLLARS (US$300,000.00) based on Article 103 (a) (i) of the Old Agreement.
WHEREAS, YFHI deems it necessary, in agreement with YFI, to supersede
the entire Old Agreement, except for the warranties and representations of YFI
regarding organization and capitalization as stated therein and Exhibit D
(Non-Disclosure and Non-Competition Agreement) of the Old Agreement, with this
New Agreement.
WHEREAS, YFHI and YFI mutually desire to execute this New Agreement.
NOW THEREFORE, in consideration of the foregoing and the mutual
covenants, promises, representations and warranties contained herein, the
61.
parties hereto agree to cancel the Old Agreement and supersede it with this New
Agreement, as follows:
ARTICLE I
PURCHASE
1.1 Purchase of Stock by YFHI. YFI shall sell and issue, and YFHI
shall acquire, sufficient shares of YFI common stock such that
the total number of shares held by YFHI shall be in an amount
not less than seventy percent (70%) of the total outstanding
shares of YFI, fully diluted.
ARTICLE II
CONSIDERATION
2.1 Purchase Price and Stock Ownership. At the Closing Date (as
defined in Article VII hereof), in accordance with the
provisions of this New Agreement and applicable law, YFI
agrees to sell to YFHI EIGHT MILLION SEVEN HUNDRED FIFTY
THOUSAND (8,750,000) shares of its common stock (the
"Shares"), which Shares shall represent seventy percent (70%)
of the total issued and outstanding shares of common stock of
YFI for the consideration of ONE MILLION DOLLARS
(US$1,000,000.00) ("the Purchase Price"), subject to the terms
and conditions contained herein. The Shares shall be issued in
the name of the YFHI. The Purchase Price is set forth herein
and all amounts payable hereunder shall be in United States
currency.
2.2 Initial Payment. YFHI has already paid to YFI, and YFI has
already received from YFHI, THREE HUNDRED THOUSAND DOLLARS
(US$300,000) as first partial payment of the Purchase Price
("First Partial Payment").
2.3 Second Partial Payment. Upon the approval of the revised
business plan of YFI, YFHI shall pay to YFI the amount of TWO
HUNDRED THOUSAND AND ONE DOLLARS (US$200,001.00) as second
partial payment
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of the Purchase Price ("Second Partial Payment").
2.4 Delivery. Upon receipt of the Second Partial Payment, YFI
shall issue stock certificates representing the Shares, and
shall deliver the said stock certificates to YFHI.
2.5 Balance Payment; Conditional Promissory Note. YFHI agrees to
pay to YFI the balance of the Purchase Price in the amount of
FOUR HUNDRED NINETY NINE THOUSAND NINE HUNDRED NINETY NINE
(US$ 499,999.00) in installments as detailed in the following
table ("Installment Payments"):
Payment Date Amount
------------ ------
January 31, 2001 US$ 50,000.00
February 28, 2001 US$ 50,000.00
March 31, 2001 US$ 50,000.00
April 30, 2001 US$ 50,000.00
May 31, 2001 US$ 50,000.00
June 30, 2001 US$ 50,000.00
July 31, 2001 US$ 50,000.00
August 31, 2001 US$ 37,500.00
September 30, 2001 US$ 37,500.00
October 31, 2001 US$ 37,500.00
November 30, 2001 US$ 37,499.00
For value received, and intending to be legally bound hereby, YFHI
promises to pay to the order of YFI, or YFI's successors or assigns, in lawful
money of the United States of America, the balance in the sum of FOUR HUNDRED
NINETY NINE THOUSAND NINE HUNDRED NINETY NINE (US$ 499,999.00) ("Principal"),
without interest, payable, Principal only in eleven (11) monthly consecutive
installment payments in accordance with the above payment schedule on the last
day of each month beginning January 31, 2001 and ending on November 30, 2001
(the "Maturity Date"), unless there shall be a violation of the financial
projections of YFI as explained in paragraph 2.8 hereunder. No interest or
penalty shall apply to any suspension of payment by YFHI pursuant to paragraph
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2.8 hereunder.
2.6 Default in Payment. Subject to Section 2.8 of this Agreement,
the failure of YFHI to make any Installment Payments
(collectively referred to as "Payments") when due shall
constitute a breach of this Agreement. YFI shall provide YFHI
with written notice of such breach ("the Notice"). If YFHI
fails to cure such breach within five (5) business days of
receiving the Notice pursuant to paragraph 10.3 hereof, the
number of Shares owned by YFHI shall be automatically reduced
to a number equal to the total Payment(s) received by YFI from
YFHI divided by a $0.1142857 price per Share and this New
Agreement shall automatically terminate and be rendered null
and void, except as to the Shares still owned and fully paid
by YFHI and the warranties and representations set forth in
Article III hereof. Upon such termination, YFHI shall return
to YFI the stock certificates representing that portion of the
Shares that has not yet been paid for by YFHI.
2.7 Suspension of Payment. Attached hereto and made a part hereof
by reference as Exhibit "A" is a copy of YFI's revised
business plan, together with the Projection
Comparisons/Projection Narrative (Attachment A); Projected Per
Site Income/Expense Analysis (Attachment B); Projected Five
(5) Year Income/Expense/GPM (Attachment C); Projected Five (5)
Year Accumulated Income as Sites Are Created (Attachment D);
Projected Five (5) Year Accumulated Expenses As Sites Are
Created (Attachment E) and Projected Five (5) Year Corporate
Expense (Attachment F) of YHI (collectively the "Revised
Business Plan"). In any time period, if YFI does not attain
its monthly projected number of sites, gross sales, and gross
profit based on the Revised Business Plan, then YFHI shall
have the right to suspend any Installment Payment that is due,
upon written notice to YFI, if YFI is unable to cure or
explain to the satisfaction of YFHI the violation of the above
provisions within five (5) business days after receipt of the
aforesaid written notice. Such suspension of payment, assuming
that YFI has not timely cured or satisfactorily explained the
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aforesaid failure to meet the projections, shall continue
until YFI shall have met its projections based on the Revised
Business Plan. Any such suspension of Payment shall not
constitute a default on the part of YFHI.
In the alternative, YFHI has the option of continuing the funding
despite YFI's failure to cure or satisfactorily explain within the
prescribed time period the above under-performance on the condition
that YFI shall issue and deliver a stock certificate to YFHI additional
shares of common stock of YFI ("Additional Shares") for each month that
YFI fails to meet the financial projections. The Additional Shares
shall be ten percent (10%) of the number of shares equivalent to the
monthly payment; the shares equivalent to the monthly payment shall be
the monthly payment divided by $0.1142857 per Share. In case YFHI opts
to continue payments despite YFI's failure to cure or satisfactorily
explain within the prescribed time period the above under-performance,
within five (5) business days of receipt of an installment payment, YFI
shall issue and deliver to YFHI stock certificates representing the
Additional Shares free and clear from all claims and encumbrances.
Any suspension of payment shall not exceed sixty (60) days. If any
suspension of payment exceeds sixty (60) days, YFHI shall be in default
pursuant to section 2.6 hereof, and YFHI shall return to YFI the stock
certificates representing that portion of the Shares that has not yet
been paid for by YFHI.
For the purposes of this New Agreement, a "Site" is deemed
created if the following conditions are fulfilled:
a. The signing by YFI of a long term lease agreement for
a period of at least three (3) years;
b. The operation of three (3) classrooms, with each
classroom consisting of a minimum of ten (10)
computer systems loaded with the operating system and
software best suited for the site;
c. The hiring of one (1) manager and one (1)
administrator per
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site created, and
d. The site has a floor area of at least 1,500 square
feet.
2.8 Existing Sites. The parties stipulate that as of the Closing,
three (3) sites are already operational. These operational
sites are situated in N. Charleston and Greenville, South
Carolina, and are described in Annex A-1 hereof ("Existing
Site Specifications"). YFHI agrees to waive the non-conformity
of the Greenville site to the definition of "Site" in Section
2.7 hereof, but this waiver shall not be deemed a waiver of
any non-conformity of any other existing or future site, or of
the definition of "Site" herein.
2.9 Monthly Comparative Financial Reports; Monthly Project
Monitoring Report. For purposes of monitoring YFI's
performance, YFI agrees to submit monthly comparative
financial reports to YFHI. The monthly comparative financial
reports shall compare YFI's performance against the Revised
Business Plan. The monthly comparative financial reports shall
(i) be in accordance with YFI's books and records, (ii)
present fairly and accurately the financial position of YFI as
of the dates indicated therein, and its results of operations
and changes in financial position for the respective periods
indicated therein, (iii) have been prepared in conformity with
generally accepted accounting principles applied on a
consistent basis, and (iv) be consistent with prior business
practice and contain adequate reserves for all known or
contingent liabilities, losses and refunds with respect to
services or products already rendered and sold. The Monthly
Comparative Financial Report shall be embodied in the Monthly
Project Monitoring Report, a sample of which is attached
hereto as Exhibit "B". The Monthly Comparative Financial
Report and Monthly Project Monitoring Report shall be
submitted by YFI on the 20th of each month starting January
2001. YFI agrees to provide to YFHI copies of documents
relevant to the Project Monitoring Report, including the
following: marketing materials, website, prototype
description, bi-monthly press release, filing of patents and
other
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intellectual properties, as well as updated copies of the
relevant documents in case of material changes or
developments.
2.10 Due Diligence Audit. At any time, YFHI has the option of
appointing a third party auditor to conduct a due diligence
audit of YFI, or to conduct its own due diligence review of
YFI. YFHI shall bear the cost of such due diligence audit or
review. YFI agrees to fully cooperate in such due diligence
audit or review.
2.11 Investment Intent. YFHI represents and warrants that it is
acquiring said Shares for investment purposes only and not
with a view towards resale or redistribution in violation of
state and federal securities laws. YFHI agrees to deliver to
YFI at the Closing a letter setting forth an agreement that
said Shares are being acquired for investment purposes only
and will not be sold except in compliance with the Securities
Act of 1933, as amended, and the rules and regulations
promulgated hereunder.
2.12 No Dilution. No new stock, stock option plan, nor stock
options will be issued by YFI without approval of a minimum of
eighty percent (80%) of the total voting shares of YFI. Any
significant event such as sale, merger or liquidation must be
approved by a minimum of eighty percent (80%) of the total
voting shares of YFI.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF YFI
3.1 Organization. YFI is a corporation duly incorporated, validly
existing and, at the closing, in good standing under the laws
of the State of South Carolina, and has corporate power and
authority to own and lease its properties and to carry on
business as now being conducted.
3.2 Capitalization. As of the Closing and the release of the stock
certificates representing the Shares, the authorized common
stock
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of YFI will be Twenty Five Million (25,000,000) shares, no par
value, of which Twelve Million Five Hundred Thousand
(12,500,000) shares will be validly issued and not subject to
preemptive rights created by statute or the amended or
restated articles of incorporation or by-laws of YFI or any
agreement to which YFI is a party or by which it is bound.
There are no outstanding options, warrants, rights,
commitments or agreements of any kind relating to the issuance
of any shares of common stock or other equity or convertible
security of YFI to any person.
3.3 Financial Statements. At Closing, YFI shall furnish to YFHI
audited financial statements as of __________, 2000 and pro
forma financial statements as of ______________, 2000
(collectively "Financial Statements"). All of said financial
statements, (i) are in accordance with YFI's books and
records, (ii) present fairly and accurately the financial
position of YFI as of the dates indicated therein, and its
results of operations and changes in financial position for
the respective periods indicated therein, (iii) have been
prepared in conformity with generally accepted accounting
principles applied on a consistent basis, and (iv) consistent
with prior business practice, contain adequate reserves for
all known or contingent liabilities, losses and refunds with
respect to services or products already rendered and sold.
3.4 Changes in Financial Condition. From the date of the Financial
Statements to the Closing Date, there has been no material
change in the properties, assets, liabilities, financial
condition, business, operations, affairs or prospects of YFI
from that set forth or reflected in the Financial Statements,
other than changes in the ordinary course of business, none of
which have been, either in any case or in the aggregate,
materially adverse.
3.5 Authorization. YFI has the power to enter into this New
Agreement, and this New Agreement, when duly executed and
delivered, will constitute the valid and binding obligation of
YFI. Other than approval by the Board of Directors, no
proceedings are necessary to
68.
authorize this New Agreement or the transactions completed
hereby. This New Agreement constitutes the legal, valid and
binding obligation of YFI enforceable in accordance with its
terms. At Closing, YFI shall deliver a resolution by its Board
of Directors approving and authorizing the execution by YFI of
this New Agreement, as well as any necessary approvals by
existing shareholders.
3.6 Effect of Agreement. The execution and delivery by YFI of this
New Agreement and the consummation of the transactions herein
contemplated, (i) will not conflict with, or result in a
breach of the terms of, or constitute any default under, or
violation of, any law or regulation of any governmental
authority, or the Articles of Incorporation or By-Laws of YFI,
or any material agreement or instrument to which YFI is a
party or by which it is bound or is subject; (ii) nor will it
give to others any interest or rights, including rights of
termination, acceleration or cancellation, in or with respect
to any of the properties, assets, agreements, leases, or
business of YFI.
3.7 Minutes Book. The records of meetings and other corporate
actions of YFI (including any committees of the Board), which
are contained in the Minute Books of YFI contain complete and
accurate records of the matters reflected in such minutes.
3.8 Litigation Claims. YFI is not a party to, and there are not
any claims, actions, suits, investigations or proceedings
pending or threatened against YFI or its business, at law or
in equity, or before or any governmental department,
commission, board, bureau, agency, or instrumentality,
domestic or foreign, which if determined adversely would have
a material effect on the business or financial condition of
YFI or the ability of YFI to carry on its business. The
consummation of the transactions herein contemplated will not
conflict with or result in the breach or violation of any
judgment, order, writ, injunction or decree of any court or
governmental department, commission, board, bureau, agency, or
69.
instrumentality, domestic or foreign.
3.9 Taxes and Reports. At the Closing Date, YFI (i) will have
filed all tax returns required to be filed by any
jurisdiction, domestic or foreign, to which it is or has been
subject, (ii) has either paid in full taxes due and taxes
claimed to be due by each jurisdiction, and any interest and
penalties with respect thereto, and (iii) has adequately
reflected as liabilities on its books, all taxes that have
accrued for any period to and including the Closing Date.
3.10 Compliance with Laws and Regulations. To the best of YFI's
knowledge, YFI has complied with, and is not in violation of
any federal, state, local or foreign statute, law, rule or
regulation with respect to the conduct of YFI's businesses.
3.11 Finders. YFI is not obligated, absolutely and contingently, to
any person for financial advice, a finder's fee, brokerage
commission, or other similar payment in connection with the
transactions contemplated by this New Agreement.
3.12 Nature of Representations. YFI has taken reasonable care to
ensure that all disclosures and facts are true and accurate,
and that there are no other material facts, the omission of
which would make misleading any statement herein. Further, to
the best of YFI's knowledge, no representation, warranty, or
agreement made by YFI in this New Agreement or any of the
Schedules or any other Exhibits hereto and no statement made
in the Schedules or any other Exhibits hereto, list,
certificate or schedule or other instrument or disclosure
furnished by them in connection with the transactions herein
contemplated contain, or will contain, any untrue statement of
a material fact necessary to make any statement,
representation, warranty or agreement not misleading.
70.
ARTICLE IV
CONDUCT OF BUSINESS
YFI covenants that after the Closing:
4.1 Ordinary Course of Business. The Company's business will be
conducted only in the ordinary course.
4.2 No Changes. No changes will be made in the Company's
Certificate of Incorporation or By-Laws, authorized or issued
corporate shares, except as may be first approved in writing
by the board of directors.
4.3 No Dividends. No dividend or other distribution or payment
will be declared or made in respect to YFI's corporate shares.
4.4 Use of Funds. All funds received by YFI as a result of this
Agreement shall be used for the purposes reasonably related to
the development, promotion and sale of the products of YFI.
4.5 Non-Competition. YFI and YFHI entered into an agreement on
March 28, 2000 entitled Non-Disclosure and Non-Competition
Agreement. The agreement is incorporated herein by reference
as Exhibit "C".
4.6 Employment Contract. The original principals of YFI have
entered into employment contracts with YFI and such employment
contracts are incorporated herein by reference as Exhibit "D".
In addition, YFI covenants that, after the Closing:
4.7 Preservation. YFI will use its best efforts to preserve its
business organization intact; to keep available the services
of its present officers and employees; and to preserve the
goodwill of its suppliers, customers, and others having
business relations with it.
71.
4.8 Other. All debts will be paid as they become due, no contract
right of YFI will be waived, no material physical damage or
loss will occur to the assets or business of YFI, and no
obligation except current liabilities under contracts entered
into in the ordinary course of business will be incurred,
except as may be first approved in writing by the Board of
Directors.
4.9 Directors. At Closing, the existing Board of Directors of YFI
shall execute a board resolution fixing the number of
directors to five (5) and shall appoint a new set of Board of
Directors, with a majority, or a total of three (3), of the
board members being appointees of YFHI. The Board of Directors
shall execute a board resolution filling the three (3) vacant
board seats with YFHI's appointees. After the new set of Board
of Directors are appointed, the existing Board of Director of
YFI will resign as directors. Thereafter, YFHI agrees to vote
for only three (3) out of the five (5) board seats in an
annual shareholders meeting held for the purpose of electing
board members.
Article V
ACCESS TO INFORMATION
5.1 Access to Information. YFI shall afford representatives of
YFHI reasonable access to officers, personnel and professional
representatives of YFI and to the financial, contractual and
corporate records of YFI as shall be reasonably necessary for
YFHI's investigations and appraisal of YFI.
5.2 Effect of Investigations. Any such investigation by YFHI of
YFI shall not affect any of the representations and warranties
herein and shall not be conducted in such manner as to
interfere unreasonably with the operation of the business of
YFI.
72.
Article VI
CONDITIONS TO OBLIGATIONS OF YFHI
The obligations of YFHI under this New Agreement are, at the option of
YFHI, subject to the satisfaction, at and prior to the Closing Date, of the
following conditions:
6.1 Fulfillment of Covenants. All the terms, covenants and
conditions of this New Agreement to be complied with and
performed by YFI at or before the Closing Date shall have been
duly complied with and performed.
6.2 Accuracy of Representations and Warranties. All of the
representations and warranties made by YFI to this New
Agreement shall be true as of the Closing Date.
6.3 No Litigation. There shall be no action, proceeding,
investigation or pending or actual litigation the purpose of
which is to enjoin or may be to enjoin the transactions
contemplated by this New Agreement or which would have the
effect, if successful, of imposing a material liability upon
YFI, or any of the officers or directors thereof, because of
the consummation of the transactions contemplated by this New
Agreement.
Article VII
CLOSING
7.1 Closing Date. The signing of this New Agreement shall take
place on January 15, 2000 ("Closing date"), at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other time
or place as shall be mutually agreed upon by the parties to
this New Agreement.
7.2 Actions to be Taken by Parties on the Closing Date. On the
Closing Date, each party shall deliver to the other all
documents or agreements provided herein to be delivered on the
Closing Date.
73.
7.3 Policies. On or before the Closing, YFI shall submit to YFHI
its policies, as presently adopted by its management, namely:
Administration and Human Resources Policy; Accounting and
Purchasing Policy; Internal Control and Bank Signatory Policy;
Security Policy ("Policies"). When submitted, these Policies
shall be attached to this Agreement and be incorporated
therein.
7.4 Other. Between the date hereof and the Closing Date, YFI will
take no actions, other than those reasonably required to
consummate a closing, without the prior written consent of
YFHI.
Article VIII
INDEMNIFICATION
8.1 Indemnification. Each of the parties agree to indemnify and
hold harmless the other against any and all damages, claims,
losses, expenses, obligations and liabilities (including
reasonable attorney's fees) resulting from or related to any
breach of, or failure by each of the parties to perform any of
their representations, warranties, covenants, conditions or
agreements in this New Agreement or in any schedule,
certificate, exhibit or other document furnished, or to be
furnished under this New Agreement.
8.2 Claims to Indemnification. Any claim for indemnification
pursuant to this New Agreement, unless otherwise received by
means of direct negotiation among the parties upon reasonable
oral notification by the party seeking indemnification to all
other parties, shall be made in writing in respect to the
nature and amount of the claim to the other.
74.
Article IX
SURVIVAL OF REPRESENTATIONS AND WARRANTIES
9.1 Survival. All statements contained in the schedules, any
exhibits or other instrument delivered by or on behalf of the
parties hereto or in connection with the transactions
contemplated by this New Agreement, shall be deemed to be
representations made by or on behalf of the parties to this
New Agreement, and all representations, warranties and
agreements made by the parties to this New Agreement or
pursuant hereto shall survive.
Article X
GENERAL
10.1 Partial Invalidity. If any term or provision of this New
Agreement or the application thereof to any person or
circumstances shall, to any extent, be invalid or
unenforceable, the remainder of this New Agreement or the
application of such term or provision to persons or
circumstances other than those to which it is held invalid or
unenforceable, shall not be affected thereby, and each such
term and provision of this New Agreement shall be valid and be
enforced to the fullest extent permitted by law.
10.2 Waiver. No waiver of any breach of any covenant or provision
herein contained shall be deemed a waiver of any preceding or
succeeding breach thereof, or of any other covenant or
provision herein contained. No extension of time for
performance of any obligation or act shall be deemed an
extension of the time for performance of any other obligation
or act.
10.3 Notices. All notices or other communications required or
permitted hereunder shall be in writing, addressed and mailed,
by overnight courier or certified mail, postage prepaid,
return receipt requested, to the following respective
addresses of the parties (or such other addresses of which
they may give notice in writing
75.
by certified mail) and shall be deemed received and effective
upon mailing thereof.
Any notice to YFHI shall be sent to:
Your Future Holdings, Inc.
1900 Avenue of the Stars
▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
With a copy to:
Gateway Enterprises, Inc.
▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
Any notice to YFI shall be sent to:
Your Future, Inc.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
10.4 Successors and Assigns. This New Agreement shall be binding
upon and shall inure to the benefit of the permitted
successors and assigns of the parties hereto.
10.5 Professional Fees. In the event of the bringing of any action
or suit by a party hereto against another party hereunder by
reason of any breach of any of the covenants, agreements or
provisions on the part of the other party arising out of this
New Agreement, then in that event the prevailing party shall
be entitled to have and recover from the other party all costs
and expenses of the action or suit, including actual
attorney's fees, accounting fees, and other professional fees
resulting therefrom.
10.6 Entire Agreement. This New Agreement is the final expression
of,
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and contains the entire agreement between, the parties with
respect to the subject matter hereof and supersedes all prior
understandings with respect thereto. This New Agreement may
not be modified, changed, supplemented or terminated, nor may
any obligations hereunder be waived, except by written
instrument signed by the party to be charged or by his agent
duly authorized in writing or as otherwise expressly permitted
herein. The parties do not intend to confer any benefit
hereunder on any person, firm or corporation other than the
parties hereto.
10.7 Time of the Essence. The parties hereby acknowledge and agree
that time is strictly of the essence with respect to each and
every term, condition, obligation and provision hereof and
that failure to timely perform any of the terms, conditions,
obligations or provisions hereof by either party shall
constitute a material breach of and non-curable (but waivable)
default under this New Agreement by the party so failing to
perform.
10.8 Construction. Headings at the beginning of each paragraph and
subparagraph are solely for the convenience of the parties and
are not a part of the New Agreement. Whenever required by the
context of this New Agreement, the singular shall include the
plural and the masculine shall include the feminine. This New
Agreement shall not be construed as if it had been prepared by
one of the parties, but rather as if both parties had prepared
the same. Unless otherwise indicated, all references to
paragraphs and subparagraphs are to this New Agreement. In the
event the date on which any party is required to take any
action under the terms of this New Agreement is not a business
day, the action shall be taken on the next succeeding day.
10.9 Counterparts. This New Agreement may be executed in one or
more counterparts, each of which shall be an original and all
of which taken together shall constitute one instrument.
10.10 Governing Law. The parties hereto expressly agree that this
New
77.
Agreement shall be governed by, interpreted under, and
construed and enforced in accordance with the laws of the
State of Nevada.
10.11 This New Agreement supersedes the Old Agreement, except for
the warranties and representations of YFI regarding
organization and capitalization as stated therein and Exhibit
D (Non-Disclosure and Non-Competition Agreement) of the Old
Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this New Agreement
in ________________.
Your Future Holdings, Inc. Your Future, Inc.
/s/ /s/
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Director CEO
Attachments:
Exhibit A : Revised Business Plan of YFI
Exhibit A-1 : Existing Site Specifications
Exhibit B : Project Monitoring Report Sample Format
Exhibit C : Non-Disclosure and Non-Competition Agreement
Exhibit D : Employment Contract
78.