EXHIBIT 2
SECURITIES PURCHASE AGREEMENT
This Securities Purchase Agreement (the "Agreement") is made as of
June 20, 2000, by and between Maintenance Depot, Inc., a Florida corporation
(the "Company"), with its principal office at 516 Monceaux Rd., West Palm
Beach, FL 33405 and Solana Venture Group, LP, a California Limited
Partnership, with its principal office at 990 Highland Dr., Ste. 110-V,
Solana Beach, CA 92075 (the "Investor").
SECTION 1
AUTHORIZATION AND SALE OF STOCK
1.1 AUTHORIZATION. The Company has authorized the sale and issuance of
up to 1,005,590 shares of its Common Stock ("Common Stock").
1.2 SALE OF STOCK. Subject to the terms and conditions hereof, the
Company will issue and sell to the Investor, and the Investor will buy from the
Company, the number of shares (the "Shares") of Common Stock at a cash purchase
price of $1.79 per share.
SECTION 2
CLOSING DATES; DELIVERY
2.1 CLOSING DATES.
2.11 The closing of the purchase and sale of the initial
installment of 223,468 Shares hereunder shall take place within two (2) days
after execution of this Agreement.
2.12 The closing of the purchase and sale of the second
installment of 335,195 Shares hereunder shall take place within two (2) weeks
after the first closing.
2.13 The closing of the purchase and sale of the third
installment of 446,927 Shares hereunder shall be two weeks after Company
notifies Investor that the Company has hired a person to assist Phil Seid in
the day to day accounting functions and the Company has cleared all Securities
& Exchange Commission comments pertaining to the Company's form 10-SB.
2.14 Time is of the essence with respect to section 2 and as
indicated in section 7.12
2.2 DELIVERY. At the Closing Dates, Investor shall deliver to Company a
check representing payment of the purchase price, within three (3) days after
clearance of funds, Company shall cause to be delivered a certificate or
certificates representing the number of Shares designated above.
SECTION 3
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
3.1 ORGANIZATION AND STANDING; CERTIFICATE AND BYLAWS. The Company is a
corporation duly organized and existing under, and by virtue of, the laws of
the State of Florida and is in good standing under such laws. The Company has
requisite corporate power to own and operate its properties and assets, and to
carry on its business as presently conducted and as proposed to be conducted.
The Company is not qualified to do business as a foreign corporation in any
jurisdiction and such qualification is not presently required.
3.2 CORPORATE POWER. The Company will have at the Closing Date all
requisite corporate power to execute and deliver this Agreement, to sell and
issue the Shares hereunder, and to carry out and perform its obligations under
the terms of this Agreement.
3.3 SUBSIDIARIES. The Company has no subsidiaries or affiliated
companies and does not otherwise own or control, directly or indirectly, any
other corporation, association or business entity.
3.4 CAPITALIZATION. The authorized capital stock of the Company consists
of 40,000,000 shares of Common Stock, 2,085,551 shares of which are issued and
outstanding prior to the Closing, and 10,000,000 shares of Preferred Stock,
700,000 shares of which are issued and outstanding prior to the Closing. The
Company has reserved (i) 1,005,590 shares of common stock for issuance
hereunder. There are no other options, warrants, conversion privileges or
other rights presently outstanding to purchase or otherwise acquire any
authorized but unissued shares of capital stock or other securities of the
Company. Assuming the accuracy of the Investor's representations in Section 4
below, upon issuance, the Shares will have been issued in compliance with all
federal and state securities laws.
3.5 AUTHORIZATION. All corporate action on the part of the Company, its
directors and shareholders necessary for the authorization, execution, delivery
and performance of this Agreement by the Company, the authorization, sale,
issuance and delivery of the Shares and the performance of the Company's
obligations hereunder has been taken or will be taken prior to the Closing
Dates. This Agreement, when executed and delivered by the Company, shall
constitute the valid and binding obligations of the Company enforceable in
accordance with their respective terms except (i) as limited by applicable
bankruptcy, insolvency, reorganization, moratorium, and other laws of general
application affecting enforcement of creditors' rights generally, and (ii) as
limited by laws relating to the availability of specific performance,
injunctive relief, and other equitable remedies. The Shares, when issued in
compliance with the provisions of this Agreement, will be validly issued and
will be fully paid and nonassessable.
3.6 TITLE TO PROPERTIES AND ASSETS; LIENS, ETC. The Company has good and
valid title to its properties and assets, and has good title to all its
leasehold interests, in each case subject to no mortgage, pledge, lien, lease,
encumbrance or charge, other than (i) the current facility, which is verbally
leased to the Company, (ii) the lease of its prior facility located at 1295 SW
4th Ave., Delray Beach, FL 33444, which it has subleased, at a slightly higher
rate, to two companies for the remainder of the original lease which expires in
November 2003, (iii) the Company's existing line of credit, (iv) the lien of
current taxes not yet due and payable, and (v) possible minor liens and
encumbrances which do not in any case materially detract from the value of the
property subject thereto or materially impair the operations of the Company,
and which have not arisen otherwise than in the ordinary course of business.
3.7 FINANCIAL STATEMENTS. The Company has delivered to Investor its
financial statements (balance sheet and income statement) for the period from
inception through 12-31-1999 (the "Financial Statements"). The Financial
Statements have been prepared in accordance with generally accepted accounting
principles applied on a consistent basis throughout the periods indicated and
with each other, except that the Financial Statements may not contain all
footnotes required by generally accepted principles and are subject to normal
year end adjustments. The Financial Statements fairly present the financial
condition and operating results of the Company as of the dates, and for the
periods, indicated therein. Except as set forth in the Financial Statements,
the Company has no material liabilities, contingent or otherwise, other than
(i) liabilities incurred in the ordinary course of business subsequent to
12-31,1999, which individually or in the aggregate are not material to the
financial condition or operating results of the Company, (ii) obligations not
required under generally accepted accounting principles to be reflected in the
Financial Statements, and (iii) the existing line of credit.
3.8 ACTIVITIES SINCE BALANCE SHEET DATE. Since the Company's balance
sheet dated 12-31-1999 there has not been:
(a) any damage, destruction or loss, whether or not covered by insurance,
materially and adversely affecting the assets, properties, financial condition,
operating results, or business of the Company;
(b) any waiver by the Company of a valuable right or of a material debt owed
to it;
(c) any material change or amendment to a material contract or arrangement by
which the Company or any of its assets or properties is bound or subject,
except for changes or amendments which are expressly provided for or disclosed
in this Agreement;
(d) any loans or guarantees made by the Company to or for the benefit of its
employees, officers or directors, or any members of their immediate families,
other than travel advances or other advances made in the ordinary course of
business;
(e) any declaration, setting aside of payment or other distribution in respect
of any of the Company's capital stock, or any direct or indirect redemption,
purchase or other acquisition of any such stock by the Company;
(f) any incurrence of indebtedness for money borrowed individually in excess
of $50,000 or in excess of $100,000 in the aggregate;
(g) any material change in any compensation arrangement or agreement with any
employee other than the January 1, 2000 employment agreements with Bill Mercur
and Phil Seid, which the Investor and its accountants have reviewed;
(h) any sale, assignment or transfer of any patents, trademarks, copyrights,
trade secrets or other intangible assets;
(i) any resignation or termination of employment of any key officer of the
Company; and
(j) to the Company's knowledge, any other event or condition or any character
which would be reasonably likely to materially and adversely affect the assets,
properties, financial condition, operating results or business of the Company.
3.9 TAX RETURNS AND PAYMENTS. The Company has timely filed all tax
returns and reports when and as required by law and has never been audited by
any state or federal taxing authority. All tax returns and reports of the
Company, if applicable, are true and correct in all material respects.
3.10 PATENTS, TRADEMARKS, ETC. The Company owns or has the right, or
prior to the Closing will own or have the right, to use, free and clear of all
liens, charges, claims and restrictions, all patents, trademarks, service
marks, trade names, copyrights, licenses and rights necessary to its business
as now conducted, and is not, to the best of its knowledge, infringing upon or
otherwise acting adversely to the right or claimed right of any person under or
with respect to any of the foregoing. There are no outstanding options,
licenses, or agreements of any kind relating to the foregoing, nor is the
Company bound by or a party to any options, licenses or agreements of any kind
with respect to the patents, trademarks, service marks, trade names,
copyrights, trade secrets, licenses, information, proprietary rights and
processes of any other person or entity. The Company has not received any
written communications alleging that the Company has violated or, by conducting
its business as proposed, would violate any patent, trademark, service mark,
trade name, copyright or trade secret or other proprietary right of any other
person or entity. The Company is not aware that any of its employees is
obligated under any contract (including licenses, covenants or commitments of
any nature) or other agreement, or subject to any judgment, decree or order of
any court or administrative agency, that would interfere with the use of such
employee's best efforts to promote the interests of the Company or that would
conflict with the Company's business as proposed to be conducted. Neither the
execution nor delivery of this Agreement, nor the carrying on of the Company's
business by the employees of the Company, nor the conduct of the Company's
business as proposed, will, to the Company's knowledge, conflict with or result
in a breach of the terms, conditions or provisions of, or constitute a default
under, any contract, covenant or instrument under which any of such employees
is now obligated. The Company does not believe it is or will be necessary to
utilize any inventions of any of its employees (or people it currently intends
to hire) made prior to their employment by the Company.
3.11 MATERIAL CONTRACTS AND COMMITMENTS. Neither the Company, nor, to the
best knowledge of the Company, any third party is in default under any material
contract, agreement or instrument to which the Company is a party other than
the default of the Company's line of credit with First Capital, which Investor
and its accountants have reviewed.
3.12 COMPLIANCE WITH OTHER INSTRUMENTS, NONE BURDENSOME, ETC. The Company
is not in violation of any term of its Articles of Incorporation or Bylaws, or
in any material respect of any term or provision of any material mortgage,
indenture, contract, agreement or instrument to which it is a party or by which
it is bound, and to the best of its knowledge, is not in violation of any
order, statute, rule or regulation applicable to the Company, which violation
reasonably would be expected to have a material adverse effect on the Company's
business or financial condition. The execution, delivery and performance of
and compliance with this Agreement, and the issuance of the Shares, have not
resulted and will not result in any violation of, or conflict with, or
constitute a default under, or result in the creation of, any material
mortgage, pledge, lien, encumbrance or charge upon any of the properties or
assets of the Company.
3.13 LITIGATION, ETC. There are no actions, suits, proceedings or
investigations pending against the Company or its properties before any court
or governmental agency (nor, to the best of the Company's knowledge, is there
any written threat thereof), which, either in any case or in the aggregate,
reasonably would be expected to result in any material adverse change in the
business or financial condition of the Company or any of its properties or
assets, or in any material impairment of the right or ability of the Company to
carry on its business as now conducted, and none which questions the validity
of this Agreement or any action taken or to be taken in connection herewith.
The Company is not a party to, or to the best of its knowledge named in any
order, writ, injunction, judgment or decree of any court or government agency
or instrumentality. There is no action, suit or proceeding by the Company
currently pending or that the Company currently intends to initiate.
3.14 EMPLOYEES. To the best of the Company's knowledge, no employee of
the Company is in violation of any term of any employment contract, patent
disclosure agreement or any other contract or agreement relating to the
relationship of any such employee with the Company or any other party because
of the nature of the business conducted or to be conducted by the Company. The
Company does not have any collective bargaining agreements covering any of its
employees.
3.15 GOVERNMENTAL CONSENT, ETC. No consent, approval or authorization of,
or designation, declaration or filing with, any federal, state or local
governmental authority on the part of the Company is required in connection
with the valid execution and delivery of this Agreement, or the offer, sale or
issuance of the Shares, or the consummation of any other transaction
contemplated hereby, except (a) qualification (or taking such action as may be
necessary to secure an exemption from qualification, if available) of the offer
and sale of the Shares under Federal and California Corporate Securities Law
and other applicable Blue Sky laws, which filing and qualification, if
required, will be accomplished in a timely manner prior to or promptly upon
completion of the Closing.
3.16 BROKERS OR FINDERS. The Company has not incurred, and will not
incur, directly or indirectly, any liability for brokerage or finders' fees or
agents' commissions or any similar charges in connection with this Agreement or
any transaction contemplated hereby.
3.17 DISCLOSURES. No representation, warranty or statement by the Company
in this Agreement, or in any written statement or certificate furnished to the
Investor pursuant to this Agreement, contains any untrue statement of a
material fact or, when taken together, omits to state a material fact
necessary to make the statements made herein, in light of the circumstances
under which they were made, not misleading. However, as to any projections
furnished to the Investor, such projections were prepared in good faith by the
Company, but the Company makes no representation or warranty that it will be
able to achieve such projections.
3.18 PERMITS. The Company has all franchises, permits, licenses, and any
similar authority necessary for the conduct of its business as now being
conducted by it, the lack of which could materially and adversely affect the
business, properties or financial condition of the Company, and believes it can
obtain without undue burden or expense, any similar authority for the conduct
of its business as planned to be conducted. The Company is not in default in
any material respect under any of such franchises, permits, licenses or other
similar authority.
SECTION 4
REPRESENTATIONS AND WARRANTIES OF THE INVESTOR
The Investor hereby represents and warrants to the Company with respect to its
purchase of the Shares as follows:
4.1 AUTHORIZATION. This Agreement, when executed and delivered by the
Investor, will constitute the Investor's valid and legally binding obligation,
enforceable in accordance with its terms, except (i) as limited by applicable
bankruptcy, insolvency, reorganization, moratorium, and other laws of general
application affecting enforcement of creditors' rights generally, and (ii) as
limited by laws relating to the availability of specific performance,
injunctive relief, or other equitable remedies.
4.2 PURCHASE ENTIRELY FOR OWN ACCOUNT. This Agreement is made with the
Investor in reliance upon the Investor's representation to the Company, which
by the Investor's execution of this Agreement the Investor hereby confirms,
that the Common Stock to be received by the Investor will be acquired for
investment for the Investor's own account, not as a nominee or agent, and not
with a view to the resale or distribution of any part thereof, and that the
Investor has no present intention of selling, granting any participation in,
or otherwise distributing the same. By executing this Agreement, the Investor
further represents that the Investor does not have any contract, undertaking,
agreement or arrangement with any person to sell, transfer or grant
participations to such person or to any third person, with respect to any of
the Securities. The Investor represents that it has the full power and
authority to enter into this Agreement.
4.3 INVESTMENT EXPERIENCE. The Investor is an investor in securities of
companies in the development stage and acknowledges that it is able to fend for
itself, can bear the economic risk of its investment, and has such knowledge
and experience in financial or business matters that it is capable of
evaluating the merits and risks of the investment in the Common Stock. The
Investor also represents it has not been organized solely for the purpose of
acquiring the Common Stock, that all of the equity owners of the Investor are
"accredited Investor" as defined below.
4.4 ACCREDITED INVESTOR. The Investor is an "accredited investor" within
the meaning of Securities and Exchange Commission ("SEC") Rule 501 of
Regulation D, as presently in effect.
4.5 LIMITED PUBLIC MARKET. The Investor understands that there is only a
limited public market for the securities issued by the Company.
4.6 RECEIPT OF INFORMATION. The Investor has received and reviewed this
Agreement; it, its attorney and its accountant have had access to, and an
opportunity to review all documents and other materials requested of, the
Company; it and they have been given an opportunity to ask any and all
questions of, and receive answers from, the Company concerning the terms and
conditions of the offering and to obtain all information it or they believe
necessary or appropriate to evaluate the suitability of an investment in the
Common Stock.
4.7 RESTRICTED SECURITIES. The Investor understands that the Securities
it is purchasing are characterized as "restricted securities" under the federal
securities laws inasmuch as they are being acquired from the Company in a
transaction not involving a public offering and that under such laws and
applicable regulations such securities may be resold without registration under
the Act only in certain limited circumstances. In addition, the Investor
represents that it is familiar with Rule 144 promulgated under the Act, as
presently in effect, and understands the resale limitations imposed thereby and
by the Act.
4.8 LEGENDS. It is understood that the certificates evidencing the
Securities may bear one or all of the following legends:
(a) "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED
FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION
STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR
AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OR
RULE 144A OF SUCH ACT."
(b) Any legend required by the laws of the State of Florida or
the State of California, including any legend required by the
California Department of Corporations.
4.9 GOVERNMENT CONSENTS. Other than securities law filings required to
be made by the Company, no consent, approval or authorization of or
designation, declaration or filing with any state, federal or foreign
governmental authority on the part of the Investor is required in connection
with the valid execution and delivery of this Agreement by the Investor and the
consummation by the Investor of the transactions contemplated hereby and
thereby.
SECTION 5
CONDITIONS TO CLOSING OF SECOND INSTALLMENT OF INVESTOR
The Investor's obligations to purchase the Shares at the Second Installment or
at any Subsequent Closing are, at the option of the Investor, subject to the
fulfillment on or prior to the Closing Date or at any Subsequent Closing Date
of the following conditions:
5.1 REPRESENTATIONS AND WARRANTIES CORRECT. The representations and
warranties made by the Company in Section 3 hereof shall be true and correct
in all material respects when made, and shall be true and correct in all
material respects on the Closing Date, or the Subsequent Closing Date, as the
case may be, with the same force and effect as if they had been made on and as
of said date.
5.2 COVENANTS. All covenants, agreements and conditions contained in
this Agreement to be performed by the Company on or prior to the Closing Date
or the Subsequent Closing Date, as the case may be, shall have been performed
or complied with in all material respects.
5.3 OPINION OF COMPANY'S COUNSEL. The Investor shall have received from
Company's counsel, an opinion addressed to them, dated the Closing Date or the
Subsequent Closing Date, as the case may be, opining that the shares are
validly issued and will be fully paid and nonassessable.
5.4 COMPLIANCE CERTIFICATE. The Company shall have delivered to the
Investor a certificate executed by the President of the Company, dated the
Closing Date or the Subsequent Closing Date, as the case may be, and certifying
to the fulfillment of the conditions specified in Sections 5.1, 5.2, and 5.7 of
this Agreement, and that he has made, or caused to be made, such investigations
as he deemed necessary in order to permit him to verify the accuracy of the
information set forth in such certificate.
5.5 BLUE SKY. The Company shall have obtained all necessary Blue Sky law
permits and qualifications, or secured an exemption therefrom, required by any
state for the offer and sale of the Shares and the Conversion Stock.
5.6 BOARD OF DIRECTORS. The Board of Directors shall, after the second
installment, consist of Bill Mercur, Phil Seid and Dave Belz or such other
nominee designated by Investor, which is reasonably acceptable to Company's
Board of Directors.
5.7 NO MATERIAL ADVERSE CHANGE. There shall have been no material
adverse change in the Company's business or financial condition.
5.8 PURCHASE OF FACILITY. The Company must purchase the facility it
currently occupies.
5.9 CONVERSION OF PREFERRED SHARES. Investor understands and agrees that
Company's Board of Directors have modified the series A preferred stock to
allow for conversion on a 1 for 1 basis if within five (5) years, the Company
is sold or merged.
5.10 NEW DEBT OR EQUITY FINANCING. Any additional amount of debt or
equity financing over $100,000.00, except the refinancing of the existing or
any new line of credit not to exceed a total of $3,000,000.00, must be
unanimously approved by the Board of Directors consisting of Bill Mercur, Phil
Seid and Dave Belz or such other nominee designated by Investor, which is
reasonably acceptable to Company's Board of Directors.
5.11 SALES OF COMMON STOCK. The Company shall not sell its common stock
for less than $2.00 per share unless the Board of Directors, consisting of Bill
Mercur, Phil Seid and Dave Belz or such other nominee designated by Investor,
which is reasonably acceptable to Company's Board of Directors, unanimously
agree.
5.12 INVESTOR'S RIGHT TO AUDIT. Investor shall have the right to audit
the Company at Investor's expense four times per year.
5.13 ACCOUNTING FIRM. Company shall employ the accounting firm of Levitz,
Zacks & Ciceric for the Company's 2001 audit if their fees are substantially
similar to the Company's current accounting firm, Jones, Jensen & Company and
the Company's lender accepts the arrangement.
5.15 MONHTLY PROFIT & LOSS STATEMENTS. Company shall provide investor
with monthly profit and loss statements.
5.16 TERMINATION OF ON GOING CONDITIONS. Company will not be subject to
the on going conditions set forth in this agreement should Investor's ownership
in the Company fall below 10%.
SECTION 6
CONDITIONS TO CLOSING OF COMPANY
The Company's obligation to sell and issue the Shares at the Closing or at any
Subsequent Closing, is at the option of the Company, subject to the fulfillment
of the following conditions:
6.1 REPRESENTATIONS. The representations made by the Investor in
Section 4 hereof shall be true and correct when made, and shall be true and
correct on the Closing Date or the Subsequent Closing Date, as the case may be.
6.2 BLUE SKY. The Company shall have obtained all necessary Blue Sky law
permits and qualifications, or secured an exemption therefrom, required by any
state for the offer and sale of the Shares and the Conversion Stock.
SECTION 7
MISCELLANEOUS
7.1 GOVERNING LAW. This Agreement shall be governed in all respects by
the laws of the State of California, without giving effect to the conflicts of
laws principles thereof.
7.2 SURVIVAL. The representations, warranties, covenants, and agreements
made herein shall survive any investigation made by Investor and the closing of
the transactions contemplated hereby.
7.3 SUCCESSORS AND ASSIGNS. Except as otherwise provided herein, the
provisions hereof shall inure to the benefit of, and be binding upon, the
successors, assigns, heirs, executors, and administrators of the parties
hereto, provided, however, that the rights of Investor to purchase Shares shall
not be assignable without the written consent of the Company.
7.4 ENTIRE AGREEMENT; AMENDMENT. This Agreement and the other documents
delivered pursuant hereto constitute the full and entire understanding and
agreement between the parties with regard to the subjects hereof and thereof.
Neither this Agreement nor any term hereof may be amended, waived, discharged,
or terminated other than by a written instrument signed by the party against
whom enforcement of any such amendment, waiver, discharge, or termination is
sought
7.5 NOTICES, ETC. All notices and other communications required or
permitted hereunder shall be in writing and shall be deemed effectively given
upon delivery to the party to be notified in person or by courier service or
five days after deposit with the United States mail, by registered or
certified mail, postage prepaid, addressed (a) if to the Investor, at the
Investor's address set forth on the cover page of this Agreement, or at such
other address as the Investor shall have furnished to the Company in writing,
or (b) if to the Company, one copy should be sent to its address set forth on
the cover page of this Agreement and addressed to the attention of the
Corporate Secretary, or at such other address as the Company shall have
furnished to the Investor.
7.6 DELAYS OR OMISSIONS. No delay or omission to exercise any right,
power or remedy accruing to any holder of any Shares, upon any breach or
default of the Company under this Agreement, shall impair any such right, power
or remedy of such holder nor shall it be construed to be a waiver of any such
breach or default, or an acquiescence therein, or of or in any similar breach
or default thereafter occurring; nor shall any waiver of any single breach or
default be deemed a waiver of any other breach or default theretofore or
thereafter occurring. Any waiver, permit, consent or approval of any kind or
character on the part of any holder of any breach or default under this
Agreement, or any waiver on the part of any holder of any provisions or
conditions of this Agreement, must be in writing and shall be effective only
to the extent specifically set forth in such writing. All remedies, either
under this Agreement or by law or otherwise afforded to any holder, shall be
cumulative and not alternative.
7.7 CALIFORNIA CORPORATE SECURITIES LAW. THE SALE OF THE SECURITIES
WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE
COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF
SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION
THEREFOR PRIOR TO SUCH QUALIFICATION IS UNLAWFUL UNLESS AN EXEMPTION FROM SUCH
QUALIFICATION IS AVAILABLE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE
EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED, OR SUCH EXEMPTION
BEING AVAILABLE.
7.8 EXPENSES. The Company and the Investor shall each bear their own
expenses and legal fees with respect to this Agreement and the transactions
contemplated hereby
7.9 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which may be executed by less than all of the Investor,
each of which shall be enforceable against the parties actually executing such
counterparts, and all of which together shall constitute one instrument.
7.10 SEVERABILITY. In the event that any provision of this Agreement
becomes or is declared by a court of competent jurisdiction to be illegal,
unenforceable or void, this Agreement shall continue in full force and effect
without said provision; provided that no such severability shall be effective
if it materially changes the economic benefit of this Agreement to any party.
7.11 GENDER. The use of the neuter gender herein shall be deemed to
include the masculine and the feminine gender, if the context so requires.
7.12 TIME IS OF THE ESSENCE. Time is of the essence in respect to all
provisions of this Agreement that specify a time for performance; provided,
however, that the foregoing shall not be construed to limit or deprive a party
of the benefits of any grace or use period allowed in this Agreement.
For Maintenance Depot, Inc.
/S/ William J. Mercur
----------------------------
William J. Mercur, President
/S/ Philip Seid
----------------------------
Philip Seid, Vice President
For Solana Venture Group, LP
/S/ Luke D'Angelo
----------------------------
Luke D'Angelo, President of Solana Capital Partners, Inc.
/S/ Jim Cavataio
----------------------------
Jim Cavataio, Vice President of Solana Capital Partners, Inc.
