Exhibit 10-3
Purchase Agreement With Intercoast Financial, Inc.
ACQUISITION AGREEMENT
THIS ACQUISITION AGREEMENT is entered into as of the 30th day of April,
1996, by and between INTERCOAST FINANCIAL CORPORATION, a Florida corporation,
(hereinafter "Acquiror"); and QUANTUM LEARNING SYSTEMS, INC., a Nevada
corporation, to be known as Costa Rica International, Inc. (hereinafter referred
to as "QLS").
RECITALS
QLS has certain subsidiaries as described in Exhibit A hereto (the
"Subsidiaries") and various properties, rights and liabilities listed in Exhibit
B hereto (the "Rights"), which are incorporated by reference hereto.
The parties wish to reduce their understandings regarding the Subsidiaries
and to the Rights to writing in this document and to be bound by the terms and
conditions thereof.
NOW, THEREFORE, for the mutual consideration set out herein, the parties
agree as follows:
AGREEMENT
1. ACQUISITION. QLS the owner of the Subsidiaries and the holder of
the Rights. It is the intention of the parties hereto and by this
Agreement that the Acquiror acquire the Subsidiaries and all of QLS's
interests in and to the Rights in exchange for the sum of 50,000 in
common shares of the QLS's restricted Common Stock to be paid by
Acquiror to QLS, plus the indemnifications given as listed in Exhibit
C hereto.
2. EFFORTS TO VEST OWNERSHIP. Acquiror and QLS agree to use their
best efforts to permit Acquiror to acquire full and unencumbered title
to the Subsidiaries and the Rights.
3. ACQUISITION OF RIGHTS. By this Agreement and as of the Closing
Date, QLS hereby transfers, assigns and delivers all of its rights,
title, and interest, of whatever nature, in and to the Rights. This
transfer, assignment, and delivery includes all rights to receive
distributions on the Rights. The Acquiror may take immediate
possession and utilize the Rights as of the Closing Date.
4. REPRESENTATIONS OF QUANTUM LEARNING SYSTEMS, INC. QLS hereby
represents and warrants that, with respect to the Subsidiaries and the
Rights to be transferred, effective this date and the Closing Date,
the representations listed below are true and correct, to the best of
its knowledge, information and belief. Said representations are meant
and intended by all parties to apply to the Subsidiaries and the
Rights.
(a) QLS is the sole owner of the Subsidiaries and the Rights and has
the unqualified right to transfer and dispose of the Subsidiaries
and the Rights as of the Closing Date.
(b) There are no liabilities, either fixed or contingent against the
Subsidiaries or the Rights not reflected in Exhibit D hereto
other than contracts or obligations in the ordinary and usual
course of business; and no such contracts or obligations in the
usual course of business constitute liens or other liabilities
which, if disclosed, would alter substantially the financial
condition of the Subsidiaries or the Rights, unless disclosed in
Exhibit D hereto.
(c) Prior to the Closing Date there will not be any negative material
changes in the Subsidiaries or in the financial position of the
Rights, except changes arising in the ordinary course of
business, which changes will in no event adversely affect the
financial position of said Subsidiaries or Rights.
(d) To the best of QLS's knowledge, information and belief, neither
the Subsidiaries nor the Rights is involved in any pending
litigation or governmental investigation or proceeding not
reflected in Exhibit D or otherwise disclosed in writing to
Acquiror and, to the best knowledge of QLS, no litigation,
claims, assessments, or governmental investigation or proceeding
is otherwise threatened against the Subsidiaries or the Rights.
(e) Except as disclosed on any Exhibit, QLS has not breached any
agreement to which it is a party which relates to the
Subsidiaries or the Rights.
(f) The execution of this Acquisition Agreement will not violate or
breach any agreement, contract, or commitment to which QLS is a
party and has been duly authorized by all appropriate and
necessary action.
(g) At the date of this Agreement, QLS has, and at the Closing Date
hereof, will have to the best of each's knowledge, disclosed all
events, conditions and facts materially affecting the business
and prospects of Subsidiaries and the Rights. QLS has not now
and will not have, at the Closing Date, withheld knowledge of any
such events, conditions, and facts which each knows, or has
reasonable grounds to know, may materially affect, directly or
indirectly, the business and prospects of the Subsidiaries or the
Rights.
5. REPRESENTATIONS OF ACQUIROR. Acquiror hereby represents and
warrants as follows:
(a) The officers of Acquiror are duly authorized to execute this
Agreement and have taken all actions required by law and
agreements, charters, and bylaws, to properly and legally execute
this Agreement.
(b) As of the Closing Date and date hereof, Acquiror is duly
organized, validly existing and in good standing under the laws
of the State of Florida; it has the corporate power to own the
Subsidiaries and the Rights and to carry on its business as now
being conducted and is duly qualified to do business in any
jurisdiction where so required.
6. CLOSING DATE. The Closing Date herein referred to shall be upon
such date as the parties hereto may mutually agree upon but is
expected to be August 5, 1996. This Agreement is executed by the
parties and effective from and as of August 5, 1996.
7. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF QLS. All obligations
of QLS under this Agreement are subject to the fulfillment, prior to
or as of the Closing Date, of each of the following conditions:
(a) The representations and warranties by or on behalf of Acquiror
contained in this Agreement or in any certificate or document
delivered to QLS pursuant to the provisions hereof shall be true
in all material respects at and as of the time of Closing as
though such representations and warranties were made at and as of
such time.
(b) Acquiror shall have performed and complied with all covenants,
agreements, and conditions required by this Agreement to be
performed or complied with by it prior to or at the Closing on
the Closing Date.
(c) The Directors of Acquiror shall have approved this transaction
and such other reasonable matters as requested by QLS as
pertaining to this transaction.
(d) All instruments and documents delivered to QLS pursuant to the
provisions hereof shall be reasonably satisfactory to QLS.
8. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF ACQUIROR. All
obligations of the Acquiror under this Agreement are subject to the
fulfillment, prior to or at the Closing on the Closing Date, of each
of the following conditions:
(a) The representations and warranties by QLS contained in this
Agreement or in any certificate or document delivered to Acquiror
pursuant to the provisions hereof shall be true at and as of the
time of Closing as though such representations and warranties
were made at and as of such time.
(b) QLS shall have performed and complied with all covenants,
agreements, and conditions required by this Agreement to be
performed or complied with by it prior to or at the Closing.
(c) QLS shall deliver to the Acquiror a letter commonly known as an
"investment letter" agreeing that the shares of Acquiror are
being acquired for investment purposes, and not with a view to
resale.
9. INDEMNIFICATION. Within the period provided in paragraph 10
herein and in accordance with the terms of that paragraph, each party
to this Agreement, shall indemnify and hold harmless each other party
at all times after the date of this Agreement against and in respect
of any liability, damage or deficiency, all actions, suits,
proceedings, demands, assessments, judgments, costs and expenses
including attorney's fees incident to any of the foregoing, resulting
from any misrepresentations, breach of covenant or warranty or
non-fulfillment of any agreement on the part of such party under this
Agreement or from any misrepresentation in or omission from any
certificate furnished or to be furnished to a party hereunder. Subject
to the terms of this Agreement, the defaulting party shall reimburse
the other party or parties on demand, for any reasonable payment made
by said parties at any time after the Closing, in respect of any
liability or claim to which the foregoing indemnity relates, if such
payment is made after reasonable notice to the other party to defend
or satisfy the same and such party failed to defend or satisfy the
same.
10. NATURE AND SURVIVAL OF REPRESENTATIONS. All representations,
warranties and covenants made by any party in this Agreement shall
survive the Closing hereunder and the consummation of the transactions
contemplated hereby for two years from the date hereof. All of the
parties hereto are executing and carrying out the provisions of this
Agreement in reliance solely on the representations, warranties and
covenants and agreements contained in this Agreement or at the Closing
of the transactions herein provided for and not upon any investigation
upon which it might have made or any representations, warranty,
agreement, promise or information, written or oral, made by the other
party or any other person other than as specifically set forth herein.
11. DOCUMENTS AT CLOSING. Between the date hereof and the date of
Closing, the following transactions shall occur, all of such
transactions being deemed to occur simultaneously:
(a) QLS will deliver, or cause to be delivered, to Acquiror the
following:
(1) such executed documents as required by this Agreement.
(2) certified copies of resolutions by QLS's Board of Directors
authorizing this transaction;
(3) such other instruments, documents and certificates, if any,
as are required to be delivered pursuant to the provisions of
this Agreement or which may be reasonably requested in furtherance
of the provisions of this Agreement;
(b) Acquiror will deliver or cause to be delivered to QLS:
(1) the consideration as required under this Agreement.
(2) certified copies of resolutions by Acquiror's Board of
Directors authorizing this transaction;
(3) such other instruments and documents as are required to be
delivered pursuant to the provisions of this Agreement.
12. MISCELLANEOUS.
(a) FURTHER ASSURANCES. At any time, and from time to time, after the
effective date, each party will execute such additional
instruments and take such action as may be reasonably requested
by the other party to confirm or perfect title to the
Subsidiaries or any Rights transferred hereunder or otherwise to
carry out the intent and purposes of this Agreement.
(b) WAIVER. Any failure on the part of any 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.
(c) 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 registered or certified
mail, return receipt requested, to the following:
INTERCOAST FINANCIAL CORPORATION
▇▇▇▇ ▇.▇. ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
QUANTUM LEARNING SYSTEMS, INC., INC.
▇▇▇▇ ▇.▇. ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
(d) HEADINGS. The section and subsection headings in this Agreement
are inserted for convenience only and shall not affect in any way
the meaning or interpretation of this Agreement.
(e) 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.
(f) GOVERNING LAW. This Agreement was negotiated and is being
contracted for in the State of Florida, and shall be governed by
the laws of the State.
(g) BINDING EFFECT AND ASSIGNMENT. This Agreement shall be binding
upon the parties hereto and inure to the benefit of the parties,
their respective heirs, administrators, executors, successors and
assigns. This Agreement may be assigned by either party;
provided, however, that the appropriate permission has been given
by those governmental entities whose permission may be necessary
to effect the performance of this Agreement.
(h) TIME. Time is of the essence.
(i) SEVERABILITY. If any part of this Agreement is deemed to be
unenforceable the balance of the Agreement shall remain in full
force and effect.
IN WITNESS WHEREOF, the parties have executed this Agreement the day and
year first above written.
INTERCOAST FINANCIAL CORPORATION
By: ///Signed///
-----------------------------------------
Authorized Officer
QUANTUM LEARNING SYSTEMS, INC.
By: ///Signed///
-----------------------------------------
Authorized Officer
EXHIBIT A
SUBSIDIARIES LIST
CAMBRIDGE ACADEMY, INC.
QUANTUM LEARNING SYSTEMS, INC., a Florida corporation, also known as
Sentient, Inc.
CURRENT CONCEPT SEMINARS, INC.
EXHIBIT B
PROPERTY AND RIGHTS TO BE TRANSFERRED PURSUANT TO THIS AGREEMENT:
Any and all tangible and/or intangible property owned by the subsidiaries
described in Exhibit A and any and/or all tangible or intangible property
owned by Quantum Learning Systems, Inc., the Nevada corporation and held
outside the subsidiaries, to include but not limited to the following:
1) That certain note owned by QLS, Nevada for the sale of the Texas
subsidiaries, commonly call the Young's note; and
2) That certain lawsuit in Texas known as ▇▇▇▇▇▇▇▇▇▇▇, et al; and
3) Any other asset owned or due QLS, Nevada on or before April 30,
1996
EXHIBIT C
INDEMNIFICATION
INDEMNIFICATION
FOR VALUE RECEIVED, the receipt of which is hereby acknowledged, the
undersigned parties (hereafter collectively known as the Indemnifier) hereby
agree to indemnify and hold harmless QUANTUM LEARNING SYSTEMS, INC. (to be known
as Costa Rica International, Inc.), its officers, directors, employees, and
agents (hereafter collectively known as the Indemnified Party) at all times
after the date of this Indemnification against and in respect of any and all
liability, damage or deficiency, actions, suits, proceedings, demands,
assessments, judgments, costs and expenses including attorney's fees incident to
any of the foregoing, resulting from or relating to the assets and/or
liabilities of Quantum Learning Systems, Inc. which have been transferred to
INTERCOAST FINANCIAL, INC., a Florida corporation, under that certain
Acquisition Agreement dated April 30, 1996, which closed effective on August 5,
1996. This indemnification shall be effective from April 30, 1996 and shall
specifically include, but not be limited to the following:
(i) against any and all liability, damage or deficiency, actions, suits,
proceedings, demands, assessments, judgments, costs and expenses including
attorney's fees incident to any of the foregoing, whatsoever including to the
extent of the aggregate amount paid in settlement of any litigation, or
investigation or proceeding by any governmental agency or body, commenced or
threatened, or any claim whatsoever based upon any such loss, liability, claim,
damage and expense whatsoever; and
(ii) against any and all expense whatsoever (including the fees and
disbursements of counsel chosen by COSTA RICA INTERNATIONAL, INC.) reasonably
incurred in investigating, preparing or defending against any litigation, or
investigation or proceeding, including but not limited to, by any
governmental agency or body, commenced or threatened, or any other claim
whatsoever based upon any such loss, liability, claim, damage and expense
whatsoever.
Each Indemnified Party shall give prompt notice to each Indemnifier of any
action commenced against it in respect of which indemnity may be sought
hereunder, but failure to so notify each Indemnifier shall not relieve it from
any liability which it may have otherwise than on account of this Indemnity. An
Indemnifier may participate at its own expense in the defense of such action.
In no event shall an Indemnifier be liable for the fees and expenses of more
than one counsel for all indemnified parties in connection with any one action
or separate but similar or related actions in the same jurisdiction arising out
of the same general allegations or circumstances.
If the indemnification provided for herein is unavailable to or
insufficient to hold harmless an Indemnified Party hereunder in respect of
any losses, claims, damages or liabilities (or actions in respect thereof)
referred to therein, then each Indemnifier shall in lieu of indemnifying such
Indemnified Party contribute jointly and severally to the amount paid or
payable by such Indemnified Party as a result of such losses, claims, damages
or liabilities (or actions in respect thereof). The amount paid or payable by
the Indemnified Party as a result of the losses, claims, damages or
liabilities (or actions in respect thereof) referred to above shall be deemed
to include any legal or other expenses to which such Indemnified Party is
entitled hereunder.
IN WITNESS WHEREOF, the parties hereby execute this Indemnification this
30th day of September, 1996.
INDEMNIFIERS:
INTERCOAST FINANCIAL, INC.
By ///Signed///
-------------------------------------
Authorized Officer
///Signed///
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Individually
STATE OF SAN ▇▇▇▇ )
) SS:
COUNTY OF LA URUCA )
REPUBLIC OF COSTA RICA
On this 30 day of September, 1996, before me, a Notary Public, personally
appeared J. ▇▇▇▇ ▇▇▇▇▇▇▇▇ who acknowledged that he executed the above
instrument in the capacities as set forth therein.
///Signed///
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NOTARY PUBLIC
My Commission Expires: Duly in exercise
EXHIBIT D
LIABILITIES AND CONTINGENCIES
NONE