SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Act of 1934
July 23, 1999
________________________________________________
Date of Report (Date of earliest event reported)
BOULDER CAPITAL
OPPORTUNITIES, INC.
________________________________________________
(Exact name of registrant as specified in its charter)
Colorado 0-28530 84-1341980
________________________________________________
(State or other (Commission I.R.S.Employer
jurisdiction File Number) Identification No.)
of incorporation)
15821 Ventura BL, #675, Encino, California 91436
_________________________________________________
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (818)461-1757
192 Searidge Court, Shell Beach, California 93449
__________________________________________________
(Former name or former address, if changes since last report)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
(a)
1. Effective July 23, 1999, pursuant to the terms of a
Reorganization and Stock Purchase Agreement dated as of the 25th of
June, 1999 (the "Reorganization Agreement") the Registrant acquired all
of the issued and outstanding common stock of Stan Lee Media, Inc., a
Delaware corporation ("SLMI"), in exchange for 8,500,000 shares, or
approximately 77.1% of the common capital stock of the Registrant.
The terms of the acquisition are more fully described in the
Reorganization Agreement, a copy of which is attached as Exhibit 10.1
hereto. Set forth below are the names of the persons who acquired
control of the Registrant and the respective numbers of shares acquired
by each. Immediately following this Reorganization, the recipients
owned the percentage set opposite their names of the common capital
stock of Registrant.
<TABLE>
<CAPTION>
Number of Percent of
Name Shares Common Stock
<S> <C> <C>
Stan Lee<F1> 3,600,000 32.65%
Andrea Freitag<F2> 2,700,000 24.49%
Gill Champion 50,000 .45%
Devendra Mishra 50,000 .45%
Stephen M. Gordon 270,000 2.45%
<FN>
<F1> Includes 3,600,000 shares held in the name of the Lee Family Trust 1985
Trust.
<F2> Includes 2,700,000 shares held in the name of P.F.P. Family Holdings,
L.P.
</FN>
</TABLE>
2. In connection with the Reorganization Agreement, (i)
Mark DiSalvo resigned as the sole director of Registrant; (ii) Mark
DiSalvo and Leah DiSalvo resigned from all other offices and positions
in Registrant. Mr. Stan Lee was elected as chairman of the board of
directors. Mr. Devendra Mishra was elected as president and director.
Mr. Gill Champion was elected vice president and director. Ms. Andrea
Freitag was elected secretary and director. Mr. Stephen Gordon was
elected as treasurer.
(b)
There are no arrangements known to Registrant, including any
pledge by any person of securities of registrant or any of its parents, the
operation of which may at a subsequent date, result in a change in
control of registrant.
Item 2. ACQUISITION AND DISPOSITION OF ASSETS.
Pursuant to the terms of the Reorganization Agreement, the
Registrant acquired all of the outstanding shares of common stock of
SLMI. The terms of the acquisition are more fully described in the
Reorganization Agreement, a copy of which is attached as Exhibit 10.1
hereto. SLMI is engaged in the business of deploying the global brand,
intellectual property development capabilities and goodwill of comic
book publisher, Stan Lee, to the Internet, as well as other new media
and traditional media platforms. The Registrant intends to continue the
same businesses and to engage in e-commerce through product and
merchandise sales, on-line publishing, gaming, distance learning,
financial services, sponsorships, co-branding, advertising, product
placement and endorsements.
Item 7. FINANCIAL STATEMENTS, PRO FORMA
FINANCIAL INFORMATION AND EXHIBITS.
a) Financial Statements of Businesses Acquired
It is impracticable to provide the required financial information
at the time of the filing of this report. The required financial
information will be filed no later than 60 days after this report on Form
8-K for the acquisition must be filed.
b) Exhibits
10.1 A copy of the Reorganization Agreement is annexed hereto
as Exhibit 10.1.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
BOULDER CAPITAL OPPORTUNITIES, INC.
/s/____________________________________________
Gil Champion, Vice President and Director
Date: August 3, 1999
EXHIBIT 10.1 -- REORGANIZATION AND STOCK PURCHASE
AGREEMENT
This Reorganization and Stock Purchase Agreement dated as of June
25, 1999, (this "Agreement") is by and between Boulder Capital
Opportunities, Inc., a Colorado corporation ("BCOI"), shareholders of
BCOI who are, or will be, the owners of or otherwise represent at
least Seventy-Five Percent (75%) of all the issued and outstanding
common stock (the "Shareholders"), Stan Lee Media, Inc., a
Delaware corporation ("SLMI"), and Robert Bryan ("RGB"). BCOI
acknowledges and agrees that the terms and provisions of this
Agreement including, without limitation, the shares of stock
transferable hereunder, may be assigned by SLMI or RGB.
BCOI was incorporated in the State of Colorado on April 22, 1996.
Its authorized capital consist of 100,000,000 shares of common stock,
no par value and 10,000,000 shares of preferred stock, no par value.
As of the effective date of this Agreement, BCOI has issued and
outstanding 1,010,000 common shares (the "Outstanding Shares")
(BCOI agrees to a 2.5 to 1 forward stock split required per this
Agreement which will result in 2,525,000 issued and outstanding
shares). BCOI has no shares of preferred stock outstanding and will
have no outstanding options, warrants, rights or other contractual
agreements relating to the ability or requirement to issue any
additional shares of common or preferred stock.
The respective board of directors of BCOI, SLMI, RGB and the
Shareholders deem it advisable and in the best interest of their
corporations and shareholders of their corporations that the
shareholders of SLMI acquire securities of BCOI in accordance with
the terms and conditions of this Agreement.
1. PLAN OF REORGANIZATION. The Shareholders signing
this Agreement are the owners of or otherwise represent not less than
75% of the outstanding shares of BCOI which the Shareholders
represent is a sufficient majority to carry any vote for approval of this
Agreement under the corporate law of the State of Colorado, the
articles of incorporation of BCOI, and the bylaws of BCOI. At the
closing, the shareholders of SLMI, and or assigns, shall acquire
8,500,000 common shares (the "New Shares") from treasury and RGB
and or assigns shall acquire 165,375 common shares (the "Existing
Shares") from shareholders of BCOI.
2. CONSIDERATION. Consideration for the events outlined in
paragraph (1) above shall be:
(a) the exchange of all the issued and outstanding stock of SLMI for
the 8,500,000 New Shares of BCOI, thereby making SLMI a wholly
owned subsidiary of BCOI.
(b) items on the due diligence list (Exhibit A) shall be provided to
SLMI by BCOI within 48 hours of signing this Agreement.
(c) On the Closing Date (as hereinafter defined), the board of
directors of BCOI will deliver:
(i) authorized minutes of the board authorizing this transaction;
(ii) attorney opinion letter with respect to the tradability of
existing shareholder free trade shares (the "Free Trade Shares");
(iii) all documentation necessary to reflect approval of a 2.5 to
1 forward split;
(iv) the corporate records of BCOI;
(v) signed Lock Up agreements per (3) below;
(vi) all documentation to reflect a symbol and Cusip number
change;
(vii) the preparation and filing of an information statement with
the SEC pursuant to Section 14(f) of the Securities Exchange Act of
1934 and Rule 14f-1 thereunder; and,
(viii) the preparation and filing of Form 8-k with the SEC
concerning the change of control transaction, subject to SLMI's
counsel's review and approval;
(d) The BCOI shares shall be issued in certificates in form and
substance satisfactory to SLMI.
3. LOCK UP AGREEMENT. Shareholders and RGB hereby
agree to lock up 496,125 and 165,375 of their Free Trade Shares
respectively according to the attached Schedule A which all parties to
this Agreement shall approve and sign.
4. CLOSING DATE; PLACE OF CLOSING. The Closing Date
shall be July 6, 1999. The Closing Date can be changed by mutual
agreement, but in no event shall the Closing Date extend beyond 20
days from the date of signing this Agreement. Place of closing shall
be the offices of Artfield Investments, 15301 Ventura Blvd., #300,
Sherman Oaks, CA 91403.
5. DELIVERY OF BCOI SHARES. On or before the Closing
Date, BCOI and Shareholders will have ready for delivery certificates
representing the New Shares of BCOI to be delivered to SLMI and/or
assigns, and the Existing Shares of BCOI to be delivered to RGB and
or assigned duly endorsed, together with appropriate stock powers, so
as to make SLMI and/or assigns, and RGB and or assigns, the sole
owners thereof, free and clear of all liens, claims, and encumbrances.
Delivery to be made at such place as to be determined by the parties.
6. REPRESENTATIONS AND WARRANTIES OF BCOI. BCOI
represents and warrants to SLMI as follows:
(a) As of the Closing Date, the 8,500,000 shares of BCOI
common stock to be delivered to SLMI shareholders will constitute
duly and validly issued shares of BCOI, and are fully paid and
nonassessable, and will be legally equivalent in all respects to the
common stock issued and outstanding as of the date thereof.
(b) The officers of BCOI have the power and the authority to
execute this Agreement and to perform the obligations contemplated
hereby;
(c) Within 48 hours of signing this Agreement, or such other date
as agreed, management of BCOI will deliver to SLMI Audited
Financial Statements as of 4/30/99 and the balance sheet of BCOI as
of 4/30/99 (the "Year End Financial Statements") and as of 6/23/99
(unaudited) (the "Interim Financial Statements" and, together with the
Year End Financial Statements, the "Financial Statements") and the
statement of income (loss), stockholders' equity and changes in
financial condition for the periods then ended. All statements shall be
done to GAAP standards.
(d) From and after the date hereof, there will not have been, and
prior to Closing Date there will not be, any material adverse changes
in the financial position of BCOI as set forth in the Financial
Statements except changes arising in the ordinary course of business;
(e) BCOI is not, and as of the Closing Date will not be, involved
in any pending litigation or governmental investigation or proceeding
not reflected in the Financial Statements or otherwise disclosed in
writing to SLMI and, to the knowledge of the Shareholder, no
litigation or governmental investigation or proceeding is threatened
against BCOI;
(f) As of the Closing Date, BCOI will be in good standing as a
Colorado corporation;
(g) The authorized capital stock of BCOI consist of 100,000,000
shares of common stock, no par value and 10,000,000 shares of
preferred stock, no par value. As of the Closing Date, BCOI will
have issued and outstanding 11,025,000 common shares. BCOI has
no shares of preferred stock outstanding. No shares have otherwise
been registered under the state or federal securities laws. As of the
Closing Date, all of the issued and outstanding shares of common
stock of BCOI are validly issued, fully paid and non-assessable and
there are not, and as of the Closing Date there will not be,
outstanding any other warrants, options or other agreements on the
part of BCOI obligating BCOI to issue any additional shares of
common or preferred stock or any of its securities of any kind;
(h) Opinion letter from legal counsel of BCOI that BCOI counsel has
acted as counsel in this transaction and has examined all appropriate
documentation for the purposes of rendering an opinion that:
(i) All requisite corporate and other authorizations for the
execution of the agreement and performance thereof have been
obtained.
(ii) Except as otherwise disclosed, there is no pending
threatened litigation or other legal actions, proceedings or
investigations.
(iii) The authorized capital stock is as set forth in this
Agreement, and all outstanding shares are duly authorized, validly
issued and fully paid.
(iv) The Company has complied with all filing requirements
for the Securities and Exchange Commission and all NASD filings,
and that said filings conform to the requirements of the respective
agencies.
(v) That all prior actions of the corporation in connection with
filings, have conformed to applicable state and federal law.
(vi) That the existing shares represented as free trading on
attached Exhibits B and C are Free Trading.
(i) Neither the execution and delivery of the Agreement, nor the
consummation of the transactions contemplated hereby, will violate
any provision of the articles of incorporation or bylaws of BCOI; will
violate, conflict with or result in the breach or termination of, or
otherwise give any contracting party, the right to terminate or
constitute a default under the terms of any agreement or instrument to
which BCOI is a party or by which any of its property or assets may
be bound; will result in the creation of any lien, charge or
encumbrance upon the properties or assets of BCOI, will violate any
judgment, order, injunction, decree or award against or binding upon
BCOI or upon its securities, property or business;
(j) Immediately following the 2.5:1 forward stock split and the
purchase and sale of the New Shares to SLMI, there will be
outstanding no more than 11,025,000 shares of common stock of
BCOI and no other shares of capital stock. Attached hereto as Exhibit
B is a true and correct list of the shareholders of BCOI as of the date
hereof (excluding SLMI) and the number of shares of the common
stock owned by each (the "Existing Shares"). BCOI has complied
with all federal and state securities and blue sky laws in all offers,
sales and issuances of its securities. The offer, issuance and sale of
the Existing Shares was exempt from registration under the Securities
Act pursuant to Section 4(2). Of the Existing Shares, 545,000 are not
"restricted securities" within the meaning of Rule 144 under the
Securities Act; these shares are so designated on the list attached as
Exhibit B. Any notices required to be filed under the federal and
state securities and blue sky laws prior to the date hereof (including
regulation D notices) have been filed. Exhibit C hereto identifies
each issuance of securities by BCOI prior to the date hereof, and
accurately identifies the name of the purchaser, the consideration
received, the date of issuance, and the federal securities law
exemption from registration relied upon by BCOI. Attached as
Exhibit D is a true and correct copy of the Articles of Incorporation
and Bylaws of BCOI, as amended and in effect on the date hereof.
(k) BCOI has not had any business or operations of any nature
whatsoever, has not sold any asset, provided any service for
compensation, or incurred any obligations or liability except as
otherwise specified in BCOI's Financial Statements. No shareholder
of BCOI has any right to cause BCOI to register securities of BCOI
with the SEC. BCOI has never had any paid employees.
7. REPRESENTATIONS AND WARRANTIES OF SLMI. SLMI
represents and warrants as follows:
(a) SLMI has taken all necessary corporate action to authorize the
execution of this Agreement and the transactions contemplated
hereunder.
(b) Neither the execution and delivery of this Agreement, nor the
consummation of the transactions contemplated hereby, will violate
any provision of the articles of incorporation or bylaws of SLMI; will
violate, conflict with or result in breach or termination of or otherwise
give any contracting party the right to terminate or constitute a default
under the terms of any agreement or instrument to which SLMI is a
party, or by which any of its property or assets may be bound; will
result in the creation of any lien, charge or encumbrance upon the
properties or assets of SLMI or will violate any judgment, order,
injunction, decree or award against or binding upon SLMI, or upon
its securities, property or business.
(c) All information supplied to BCOI in the Corporate Profile,
Business Plan, Financial Statements, and Proforma of SLMI is
accurate and reliable information. None of the information supplied
contains any untrue statement of a material fact or omits to make any
statement of material fact necessary to make the statements therein not
misleading.
(d) Within 48 hours of signing this agreement or such other date as
agreed, management of SLMI will deliver to BCOI the balance sheet
and financial statements of SLMI as of 12/31/98, and balance sheet as
of 6/23/99. All financials to be prepared according to GAAP
standards.
(e) From and after the date hereof, there will not have been, and
prior to the Closing Date there will not be, any material adverse
changes in the financial position of SLMI assets as set forth in the
balance sheet except changes arising in the ordinary course of
business;
(f) SLMI is not, and as of the Closing Date will not be, involved in
any pending litigation not in the ordinary course of business or
governmental investigation or proceeding not disclosed in writing to
BCOI and, to the knowledge of the Shareholders, no litigation or
governmental investigation or proceeding beyond the ordinary course
of business is threatened against SLMI;
(g) As of the Closing Date, SLMI will be in good standing as a
Delaware corporation;
(h) Neither the execution and delivery of the Agreement, nor the
consummation of the transactions contemplated hereby, will violate
any provision of the articles of incorporation or bylaws of SLMI; will
violate, conflict with or result in the breach or termination of or
otherwise give any contracting party the right to terminate or
constitute a default under the terms of any agreement or instrument to
which SLMI is a party, or by which any of its property or assets may
be bound; will result in the creation of any lien, charge or
encumbrance upon the properties or assets of SLMI; will violate any
judgment, order, injunction, decree or award against or binding upon
SLMI or upon its securities, property or business;
8. REPRESENTATIONS AND WARRANTIES OF RGB and MARK
DISALVO.
Each of RGB and Mark DiSalvo severally represents and warrants to
SLMI as follows:
(a) this Agreement has been duly executed and delivered by such
shareholder and constitutes a valid and binding obligation of such
shareholder enforceable against such shareholder in accordance with
its terms, except that such enforcement may be subject to bankruptcy,
insolvency, reorganization, moratorium and other similar laws now or
hereafter in effect relating to creditors' rights generally; and
(b) none of such shareholders is, or has been, the subject of any
investigation, action, proceeding, order or decree by any securities
governmental authority or any judgment, order or decree issued by
any governmental authority relating to federal or state securities laws
or the regulations of any self-regulatory organization involved in the
securities business.
9. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF
BCOI: All obligations of BCOI and BCOI Shareholders 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 SLMI contained in this
Agreement or in any certificate or documents delivered to BCOI
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) SLMI 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 closing;
(c) SLMI shall have delivered to BCOI evidence to the effect that:
(i) SLMI is a corporation duly organized, validly existing and
in good standing under the laws of the State of Delaware;
(ii) SLMI has the corporate power to carry on its business as
now being conducted;
(iii) This Agreement has been duly authorized, executed and
delivered by SLMI and is a valid and binding obligation of SLMI and
enforceable in accordance with its terms;
(iv) SLMI through its board of directors has taken all
corporate action necessary to authorize the execution, delivery and
performance of this Agreement;
(v) Except as referred to herein, SLMI knows of (a) no actions
suit or other legal proceedings or investigations pending or threatened
against or relating to or materially adversely affecting SLMI; and (b)
no unsatisfied judgments against SLMI;
10. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF
SLMI: All obligations of SLMI 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 BCOI contained in this
Agreement, or in any certificate or document delivered to SLMI
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) BCOI and BCOI Shareholders 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
closing.
(c) BCOI shall have delivered to SLMI an attorney opinion letter and
evidence to the effect that:
(i) BCOI is a corporation duly organized, validly existing and
in good standing under the laws of the State of Colorado;
(ii) BCOI has the corporate power to carry on its business as
now being conducted;
(iii) This Agreement has been duly authorized, executed and
delivered by BCOI and is a valid and binding obligation of BCOI and
enforceable in accordance with its terms;
(iv) BCOI through its board of directors has taken all corporate
action necessary to authorized the execution, delivery and
performance of this Agreement;
(v) The documents executed and delivered to SLMI hereunder
are valid and binding in accordance with the terms and vest in SLMI
all right, title and interest in and to the stock of BCOI and said stock
when issued shall be validly issued, fully paid, and non-assessable;
(vi) Except as referred to herein, BCOI knows of (a) no
actions suit or other legal proceedings or investigations pending or
threatened against or relating to or materially adversely affecting
BCOI; and (b) no unsatisfied judgments against BCOI;
(vii) That the existing shares represented as free trading on
attached Exhibits B and C are Free Trading.
(d) BCOI shall have delivered to SLMI evidence to the effect that:
(i) the preparation and filing of an information statement with
the SEC pursuant to Section 14(f) of the Securities Exchange Act of
1934 and Rule 14f-1 thereunder has been completed; and
(ii) the preparation and filing of Form 8-K with the SEC
concerning the change of control transaction has been completed.
(e) SLMI shall have received approval of and consent to the
transaction contemplated herein by SLMI shareholders owning at least
51% of the outstanding stock of SLMI.
11. PROHIBITED ACTS. BCOI agrees not to do any of the
following acts prior to the Closing Date, and the BCOI Shareholders
agree that prior to the Closing Date, they will not request or permit
BCOI to do any of the following acts:
(a) declare or pay any dividends or other distributions on its
stock, or purchase or redeem any of its stock; or
(b) issue any stock or other securities, including any rights or
options to purchase or otherwise acquire any of its stock, and shall
not issue any notes or other evidences of indebtedness.
12. REVERSE SPLIT PROHIBITED. BCOI and SLMI agree that
BCOI shall not authorize or perform any reverse stock splits for 18
months from the Closing Date.
13. INDEMNIFICATION. Within the period in paragraph 13
herein, and in accordance with the terms of that paragraph, each party
to this Agreement, shall indemnify and hold harmless each other party
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
misrepresentations, breach of covenant of warranty or nonfulfillment
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 payment made by said parties at
any time after the Closing Date, in respect of any liabilities or claim
to which the foregoing indemnity relates.
14. NATURE AND SURVIVAL OF REPRESENTATIONS: All
representations, warranties and covenants made by any party in this
Agreement shall survive the closing hereunder for so long as the
applicable statute of limitations shall remain open. Each of the parties
hereto is 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
transaction herein provided for, and not upon any investigation 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.
15. RESIGNATIONS AND APPOINTMENT OF OFFICERS
AND DIRECTORS.
(a) Upon the Closing Date, the officers and directors of BCOI
shall become:
Directors: Stan Lee, Devendra Mishra, Gill Champion, Andrea
Freitag
President: Devendra Mishra
Vice President: Gill Champion
Secretary: Andrea Freitag
Treasurer: Stephen Gordon
16. NOTICES. Any notices which any of the parties hereto may
desire to serve upon any of the parties hereto shall be in writing and
shall be conclusively deemed to have been received by the parties at
its address, if mailed, postage prepaid, United States mail, registered,
return receipt requested, to the following addresses:
If to current BCOI management or the BCOI Shareholders:
Mark DiSalvo
192 Searidge Court
Shell Beach, CA 93449
If to SLMI management or SLMI:
Stan Lee Media, Inc.
15821 Ventura Blvd., Suite 875
Encino, CA 91436
Attention: Chief Operating Officer
If to RGB:
Robert Bryan
3200 White Alder
Sonoma, CA 95476
17. POST CLOSING COVENANTS. BCOI's counsel (subject to
SLMI's counsel's review and approval) shall prepare and file Form 8-
k with the SEC concerning the change of control transaction.
18. CONDITION SUBSEQUENT. This closing assumes the later
closing of a Stock Purchase Agreement between certain shareholders
of BCOI and certain buyers (including RGB) of BCOI Existing
Shares. If the selling shareholders fail to satisfy their obligations
thereunder, SLMI shall have the right to unwind this entire transaction
without imposition of any fee, charge or payment.
19. PUBLICITY. Each party hereto agrees not to issue any press
release or make any public statement (except as required by law) with
respect to the transactions contemplated hereby without the consent of
the other party, and in no event shall any press release be made prior
to the Closing Date hereunder.
20. SUCCESSORS. This Agreement shall be binding upon and
inure to the benefit of the heirs, personal representatives, and
successors and assigns of the parties.
<PAGE>
21. CHOICE OF LAW. This Agreement shall be construed and
enforced in accordance with the laws of the State of California.
22. COUNTERPARTS. This Agreement may be signed in one or
more counterparts, all of which taken together shall constitute the
entire Agreement.
23. MISCELLANEOUS
(a) Further Assurance: 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 any property 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) Time: Time is of the essence.
(d) Severability: If any part of this Agreement is deemed to be
unenforceable, the balance of this Agreement shall remain in full
force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first above written.
BOULDER CAPITAL OPPORTUNITIES, INC., a Colorado
Corporation By: /s/ ______________
Mark DiSalvo, President
/s/____________________
Leah DiSalvo, Secretary
STAN LEE MEDIA, INC., a Delaware Corporation
By: /s/___________
Gil Champion, Chief Operating Officer
/s/___________________
Andrea Freitag, Secretary
RGB
By: /s/______________
Robert Bryan
<PAGE>
Exhibit C
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Robert Soehngen 4/22/96 560,000 1,400<F1>
Gary S. Joiner 4/22/96 50,000 125<F2>
Grant W. Peck 4/22/96 50,000 125<F2>
Dean F. Sessions 4/22/96 50,000 125<F2>
Robert Soehngen 4/23/96 100,000 250
Steven C. Signer 4/26/96 50,000 1,500
Dev K. Mahanti 4/26/96 50,000 1,500
Thomas Soehngen 4/28/96 40,000 1,200
John F. O'Neil 4/29/96 30,000 900
Douglas L. Ray 4/29/96 30,000 900
<FN>
<F1> Consideration consisted of pre-incorporation consulting
services rendered to the Company related to investigating and
developing the Company's proposed business plan and capital
structure and completing the organization and incorporation of the
Company.
<F2> Consideration consisted of pre-incorporation consulting
services rendered to the Company related to investigating and
developing the Company's proposed business plan and capital
structure.
</FN>
</TABLE>
Each of the sales listed above was made for cash or services. All of
the above sales were made in reliance upon the exemption from
registration offered by Section 4(2) of the Securities Act of 1933, as
amended.
SCHEDULE A
Shareholders and RGB shall agree to a "lock up" of their respective
Free Trade Shares as follows:
Shareholders: 496,125 shares
<TABLE>
<CAPTION>
Free Trade Shares
Date Released Cumulative
<S> <C> <C>
Upon Closing 70,000 70,000
30 days after Closing 70,000 140,000
60 days after Closing 70,000 210,000
90 days after Closing 70,000 280,000
120 days after Closing 70,000 350,000
150 days after Closing 70,000 420,000
180 days after Closing 76,125 496,125
RGB: 165,376 Shares
Upon Closing 23,000 23,000
30 days after Closing 23,000 46,000
60 days after Closing 23,000 69,000
90 days after Closing 23,000 92,000
120 days after Closing 23,000 115,000
150 days after Closing 23,000 138,000
180 days after Closing 27,375 165,375
</TABLE>
Boulder Capital Opportunities, Inc., a Colorado corporation
By: /s/ ______________, Mark DiSalvo
Stan Lee Media, Inc., a Delaware corporation
By: /s/ _______________, Gil Champion, Chief Operations Officer
By: /s/ _______________, Andrea Freitag, Secretary
RGB
By: /s/ _______________, Robert Bryan
