As Filed with the Securities and Exchange Commission on March 15, 2000
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT
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INFINITE NETWORKS CORPORATION
(FKA HARRISON DIGICOM, INC.)
NEVADA 4813 88-0361201
(State of Incorporation) (Primary Standard Industrial (I.R.S. Employer
Classification Code Number) Identification Number)
401 HARITON COURT
NORFOLK, VIRGINIA 23505
(757) 440-0511 (PHONE)
(Address and telephone number of principal executive offices)
---------------------------
401 HARITON COURT
NORFOLK, VIRGINIA 23505
(757) 440-0511 (PHONE)
(757)440-0566 (FAX)
(Address of principal place of business or intended principal place of
business)
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RITE, INC.
1905 SOUTH EASTERN AVENUE
LAS VEGAS, NEVADA 89104
(702)641-7557
(Name, address and telephone number of agents for service)
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COPIES TO:
KENNETH G. EADE
Attorney at Law
827 State Street, Suite 26
Santa Barbara, CA 9310
(805)560-9828 (PHONE)
(805) 560-3608 (FAX)
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APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC: As soon as practicable
after the effective date of this registration statement.
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If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
---------------------------
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
---------------------------
If this form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
---------------------------
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: [ ]
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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TITLE OF EACH DOLLAR PROPOSED PROPOSED MAXIMUM AMOUNT OF
CLASS OF SECURITIES AMOUNT TO MAXIMUM OFFERING MAXIMUM AGGREGATE REGISTRATION FEE
TO BE REGISTERED BE REGISTERED PER UNIT OFFERING PRICE
<F1>
<S> <C> <C> <C> <C>
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Common Stock, $.001 par value.... $10,000,000 $ 10.00 $ 10,000,000 $ 2,640
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Representative's Warrant......... $ 0 $ 0.00 $ 0 $ 0
Totals........................... $10,000,000 ----------------- $ 10,000,000 $ 2,640
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<FN>
<F1> Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(o) under
the Securities Act. Any difference between the dollar amount of the securities sold may be carried forward on a
future registration statement pursuant to Rule 429 under the Securities Act.
</FN>
</TABLE>
Infinite Networks Corporation amends this registration statement on this date
or dates as may be necessary to delay its effective date until Infinite files a
further amendment which specifically states that this registration statement
becomes effective in accordance with Section 8(a) of the Securities Act, or
until this registration statement becomes effective on the date as the SEC,
acting pursuant to Section 8(a), may determine.
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DATED March 15, 2000
INFORMATION CONTAINED IN THIS OFFERING IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SEC. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO PURCHASE BE ACCEPTED
PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS
DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR
WILL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH THE OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION
UNDER THE SECURITIES LAWS OF ANY STATE.
<U>ITEM 2.</U> <U>PROSPECTUS</U>
INFINITE NETWORKS CORPORATION
1,000,000 SHARES OF COMMON STOCK
A minimum of 100,000 up to a maximum of 1,000,000 shares of common stock are
being sold by Infinite Networks Corporation, formerly known as Harrison
Digicom, Inc. The common stock currently is quoted on the National Quotation
Bureau, "pink sheets", under the symbol "INCZ" and previously quoted on the
Bulletin Board under the symbol "HARR". Infinite will not obtain approval to be
quoted on the NASD OTC Bulletin Board until it becomes a reporting company.
There can be no assurance that Infinite's common stock will be quoted on the
Bulletin Board. As of February 25, 2000, the closing price of the common stock
was $.850 per share.
--------------------------------------
THE COMMON STOCK OFFERED IS SPECULATIVE AND INVOLVES A HIGH DEGREE OF RISK AND
SUBSTANTIAL DILUTION. SEE "RISK FACTORS" AND "DILUTION".
--------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY STATE
SECURITIES COMMISSION NOR HAS THE SEC OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
<PAGE>
<TABLE>
<CAPTION>
PRICE UNDERWRITING PROCEEDS
TO DISCOUNTS AND TO
PUBLIC COMMISSIONS<F1> INFINITE<F2>
<S> <C> <C> <C>
Per Share............ $ 10 $ 0 $ 10
Total (Minimum)...... $ 1,000,000 $ 0 $ 1,000,000
Total (Maximum)...... $10,000,000 $ 0 $10,000,000
<FN>
<F1> This offering is self-underwritten so Infinite is not obligated to pay
commissions or fees on the sale of any of these shares.
<F2>These proceeds are before offering expenses estimated at approximately
$200,000. There can be no assurance that the maximum number of shares offered
will be sold.
</FN>
</TABLE>
March 15,2000
<TABLE>
<CAPTION>
INDEX TO PART I PROSPECTUS
<S> <S> <C>
ITEM 3 SUMMARY INFORMATION 2
ITEM 4 USE OF PROCEEDS 5
ITEM 5 DETERMINATION OF OFFERING PRICE 6
ITEM 6 DILUTION 6
ITEM 8 PLAN OF DISTRIBUTION 7
ITEM 9 LEGAL PROCEEDINGS 7
ITEM 10 DIRECTORS AND EXECUTIVE OFFICERS 7
ITEM 11 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 8
ITEM 12 DESCRIPTION OF SECURITIES 9
ITEM 13 INTEREST OF NAMED EXPERTS 10
ITEM 15 ORGANIZATION WITHIN LAST 5 YEARS 10
ITEM 16 DESCRIPTION OF BUSINESS 11
ITEM 17 MANAGEMENT'S DISCUSSION AND ANALYSIS 20
ANALYSIS OF FINANCIAL CONDITION 22
ITEM 18 DESCRIPTION OF PROPERTY 26
ITEM 19 CERTAIN RELATIONSHIPS & RELATED TRANSACTIONS 26
ITEM 20 MARKET FOR COMMON EQUITY & RELATED STOCKHOLDER MATTERS 28
ITEM 21 EXECUTIVE COMPENSATION 29
ITEM 22 FINANCIAL STATEMENTS 31
</TABLE>
1<PAGE>
-------------------------
AVAILABLE INFORMATION
Upon the effective date of this registration statement, Infinite will be
subject to the informational requirements of the Exchange Act, and will file
reports and other information with the SEC. Reports, proxy statements and
other information filed by Infinite can be inspected and copied at the
principal office of the SEC, Public Reference Room, 450 Fifth Street NW,
Washington, D.C. 20549. Copies can be obtained from the SEC at prescribed rates
by writing to the SEC at 450 Fifth Street NW, Washington, D.C. 20549. The SEC
maintains a web site, www.sec.gov, that contains reports, proxy and information
statements and other information. Upon acceptance of this filing, Infinite
will file to be listed on the bulletin board.
Infinite has filed with the SEC a registration statement under the Securities
Act, with respect to sales of the shares of common stock offered. This
prospectus omits certain information contained in the registration statement.
Agreements or other documents referenced to in this offering are not complete.
The reader should review the complete exhibits, included in the registration
statement, to clearly understand any referenced statements.
<U>ITEM 3.</U> <U>SUMMARY INFORMATION</U>
INFORMATION INCLUDED IN THIS SUMMARY AND THE RISK FACTORS ARE DISCUSSED IN MORE
DETAIL IN THE FINANCIAL STATEMENTS AND OTHER SECTIONS THROUGHOUT THE
REGISTRATION STATEMENT.
ALL SHARE, PER SHARE AND FINANCIAL INFORMATION INCLUDED IN THIS REGISTRATION
STATEMENT GIVES EFFECT TO THE JUNE 1999 FOUR-TO-ONE REVERSE STOCK SPLIT.
Infinite is engaged in the communications industry. Infinite will design full
service communications solutions for its customers using the latest
technologies available, including communications systems, long distance
telephone services, wireless communications, and data delivery and retrieval
systems. Infinite also currently owns nine television films that have been
converted to DVD. Infinite plans to market these films and to expand its film
library.
2<PAGE>
RISK FACTORS
PROSPECTIVE INVESTORS IN THE SHARES OFFERED SHOULD CAREFULLY CONSIDER THE
FOLLOWING RISK FACTORS, IN ADDITION TO THE OTHER INFORMATION APPEARING IN THIS
PROSPECTUS.
WE HAVE A LIMITED OPERATING HISTORY, A HISTORY OF LOSSES, AND SIGNIFICANT
ACCUMULATED WORKING CAPITAL DEFICITS.
Infinite is a development stage company which has a limited operating history.
Infinite's future must be considered in light of the risks, expenses, delays
and difficulties frequently encountered in establishing a new business in an
emerging and evolving industry characterized by intense competition. Since
inception, Infinite has incurred significant losses. No assurance can be given
that Infinite will be successful.
WE FACE INTENSE COMPETITION BECAUSE WE ARE SMALLER THAN OUR COMPETITORS.
The Internet industry is intensely competitive, rapidly evolving and subject to
constant technological change. As the industry has grown, many of these
products and services are marketed by well-established companies with
reputations for success in the development and sale of products and services.
These companies have significantly greater financial, marketing, and
distribution resources than Infinite. These resources allow larger companies to
implement extensive advertising and promotional campaigns in response to
specific marketing efforts by competitors to enter into new markets or
introduce new products and services.
Established competitors may be able to provide more attractive incentive
packages to customers than those offered by Infinite. In addition, competitors
with greater resources than Infinite may be better situated to negotiate
favorable contracts with customers and vendors. Competitors, like AT&T, MCI
and Sprint, have the financial resources to withstand substantial price
competition. There can be no assurance that Infinite will be able to compete
successfully in these markets.
WE WILL DEPEND ON SERVICE AND PRODUCT PROVIDERS WHICH CAN CAUSE SERVICE
INTERRUPTIONS WHICH WE CANNOT CONTROL.
Infinite will be dependent on a limited number of service providers. Failure
to obtain continuing access to these services at competitive rates would have a
material adverse effect on Infinite long term operations. Additionally, any
increase in prices charged by Infinite's service providers could materially
adversely affect Infinite's operating margins. It is not unusual to experience
equipment failures and service interruptions in new emerging markets.
Equipment failures and service interruptions resulting in material delays could
adversely affect customer confidence, as well as Infinite's business operations
and reputation.
WE WILL DEPEND ON A SMALL GROUP OF CUSTOMERS IN EACH INDUSTRY WE SERVICE.
Due to Infinite's emphasis on providing Internet systems solutions to specific
industries such as medical, Infinite anticipates being substantially dependent
on a relatively small number of future customers during the development stages.
The loss of any of which could have a material adverse effect on Infinite in
that industry.
WE ARE ENTERING A NEW INDUSTRY AND UNCERTAIN OF MARKET ACCEPTANCE.
The Internet industry is an emerging market characterized by an increasing and
substantial number of new competitors that have introduced or are developing an
array of new products and services, including interactive, and are enhanced
value-added services. Each of these new companies are seeking a competitive
position for their products and services. As is typical in an emerging
industry, market acceptance of newly introduced products and services is
uncertain.
3<PAGE>
THE COMMUNICATIONS TECHNOLOGY INDUSTRY IS CHANGING RAPIDLY.
The communications industry is characterized by frequent and rapid changes in
technology and evolving industry standards, which often result in product
obsolescence or short product life cycles. These new communications
technologies, and existing technologies, may reduce demand for our services.
WE ARE UNCERTAIN AS TO WHETHER WE CAN OBTAIN THE NECESSARY LICENSES AND
REGULATORY APPROVALS FOR OUR BUSINESS.
There can be no assurance that Infinite will be able to obtain required
licenses from the FCC or state regulatory authorities. New statutes and
regulations with more stringent requirements could require Infinite to alter
methods of operation, at costs which could be substantial, or otherwise limit
the types of services offered by Infinite.
Many states regulate telecommunications companies by requiring them to apply
for state certification. While Infinite will exercise its best efforts to
apply for and obtain any state required licensing, there can be no assurance
that state regulators will grant Infinite all required authorizations.
WE HAVE LIMITED CAPITAL AND REQUIRE ADDITIONAL FINANCING.
Infinite anticipates that the net proceeds of this offering will satisfy its
operating cash requirements for at least 12 months after this offering is
consummated. However, no assurance can be given that Infinite will not require
additional financing sooner than currently anticipated. In order to continue
with its planned operations, Infinite Networks Corporation is dependent upon
additional equity financing. There can be no assurance that additional equity
financing can be obtained.
OUR SHARE PRICE WILL FLUCTUATE CONSIDERABLY.
The trading price of the securities could be subject to wide fluctuations in
response to quarter-to-quarter variations in operating results, announcements,
and other events or factors. In addition, the stock market has, from time to
time, experienced extreme price and volume fluctuations which have particularly
affected the market price for many companies and which often have been
unrelated to the operating performance of these companies. These broad market
fluctuations may adversely affect the market price of our securities.
OUR STOCK IS TRADED ON THE PINK SHEETS. WE MAY REGAIN OUR TRADING PRIVILEGES
ON THE BULLETIN BOARD.
Infinite's common stock is now quoted on the pink sheets. It cannot again be
quoted on the bulletin board unless it complies with new financial reporting
requirements. There can be no assurance that the NASD will again decide to
quote Infinite's securities. Until then, Infinite's stock will continue to be
quoted on the pink sheets. As a result, an investor may find it more difficult
to purchase, sell or obtain accurate price quotes of Infinite's securities.
OUR COMMON STOCK IS SUBJECT TO THE PENNY STOCK RULES.
Infinite's stock currently trades at less than $5 a share. The SEC has adopted
a set of rules that regulate broker-dealer securities with a price of less than
$5. The penny stock rules require a broker-dealer to deliver to the customer a
standardized risk disclosure document prepared by the SEC that provides
information about penny stocks and the nature and level of risks in the penny
stock market. The broker-dealer must also provide the customer with other
information. The penny stock rules require that prior to a transaction, in a
penny stock, the broker-dealer must determine in writing that the penny stock
is a suitable investment for the purchaser and receive the purchaser's written
agreement to the transaction. These disclosure requirements may reduce the
level of trading activity in the secondary market for a stock that becomes
subject to the penny stock rules. If Infinite's common stock continues to
trade less than $5.00 a share, investors may find it more difficult to sell
their common stock.
4<PAGE>
MANAGEMENT HAS VERY BROAD DISCRETION IN USE OF THESE FUNDS.
The majority of the estimated net proceeds of the offering have been allocated
to working capital and general corporate purposes. Accordingly, Infinite's
management will have broad discretion to the use of these proceeds. A portion
of the proceeds allocated to working capital may be used by Infinite to pay
salaries, including salaries of its executive officers, and for acquisitions.
Although Infinite currently has no agreement, arrangement or understanding with
respect to any acquisition, if an acquisition opportunity is identified by
Infinite, the Board of Directors may have the ability to approve the
acquisition without seeking stockholder approval.
RELATED PARTY TRANSACTIONS HAVE BEEN COMPLETED WITH POSSIBLE CONFLICTS OF
INTEREST.
Infinite has engaged in transactions with our officers, directors and principal
shareholders, and is a party to consulting agreements with two of its principal
shareholders which continue after the consummation of this offering. The terms
of these transactions were determined without arms length negotiations and
could create, or appear to create, potential conflicts of interest which may
not necessarily be resolved in Infinite's favor. See "Item 19. Transactions
with Related Parties."
WE ARE DEPENDENT ON A FEW KEY PERSONNEL.
The success of Infinite is largely dependent on the personal efforts of John W.
Bush, Chief Executive Officer and Denton Guthrie, Chief Financial Officer.
Infinite has entered into employment agreements with Messrs. Bush and Guthrie.
The loss of the services of either Mr. Bush or Mr. Guthrie could have a
material adverse effect on Infinite's business.
THIS OFFERING IS PRICED SUBSTANTIALLY HIGHER THAN THE CURRENT MARKET PRICE.
The public offering price is substantially higher than the net tangible book
value per share of the current outstanding common stock. Investors purchasing
shares of common stock in the offering will experience immediate dilution in
net tangible book value, assuming a $10.00 per share offering price. See
"Dilution".
FORWARD-LOOKING STATEMENTS
This prospectus contains certain forward-looking statements based on current
expectations that involve risks and uncertainties. Forward financial
statements are typically phrased using words like "will", "may", "expect",
"believe", "anticipated", "intend", "should", "continue", "estimated", and
similar expressions or variations. Infinite's actual results could differ
materially from those anticipated in these forward-looking statements as the
result of many factors, including risk factors. Additional risks and
uncertainties not presently known to Infinite or that Infinite currently deems
immaterial may also impair our business financial condition or operating
results. The trading price of Infinite's common stock could decline and shares
held may lose part or all of the investment. The cautionary statements made in
this prospectus should be read as being applicable to all forward-looking
statements wherever they appear in this prospectus.
<U>ITEM 4.</U> <U>USE OF PROCEEDS</U>
Proceeds to Infinite from the sale of the shares of common stock offered are
estimated to be approximately $800,000 to $9,800,000, after deducting offering
expenses. Infinite intends to use approximately $200,000 to $3,000,000 of
these proceeds to expand sales and marketing activities aimed at both domestic
and international customers and to market an integrated wireless solution to
the medical industry. The remaining proceeds, of approximately $600,000 to
$6,800,000, will be used for working capital and general corporate purposes
which include acquisitions.
5<PAGE>
The use of the net proceeds of the offering above represents Infinite's best
estimates based upon its current plans and certain assumptions regarding
industry and general economic conditions and Infinite's future revenues and
expenditures.
Proceeds not immediately required for the purposes described above will be
invested temporarily, pending their application as described above, in
short-term United States government securities, short-term bank certificates of
deposit, money market funds or other investment grade, short-term,
interest-bearing instruments.
Infinite anticipates that the proceeds of this offering, with minimum shares
sold will satisfy its anticipated cash requirements until the end of the year.
This is based on currently proposed plans and assumptions relating to our
operations, including the costs associated with our growth strategy; however,
there can be no assurance that this will be the case. Infinite's actual cash
requirements may vary materially from those now planned and will depend upon
numerous factors, including the general market acceptance of Infinite's new and
existing products and services, the growth of Infinite's distribution channels,
technological advances and activities of competitors.
<U>ITEM 5.</U> <U>DETERMINATION OF OFFERING PRICE</U>
Infinite's Board of Directors arbitrarily decided upon the $10.00 price per
share for the common stock being registered. Their decision bears no
relationship to assets, book value, earnings or other criteria of value.
<U>ITEM 6.</U> <U>DILUTION</U>
As of December 31, 1999, Infinite's net tangible book value was ($643,757), or
($0.021) per share of common stock using the number of outstanding shares as of
February 25, 2000, which totaled 30,919,868 shares. Net tangible book value is
the aggregate amount of Infinite's tangible assets less its total liabilities.
Net tangible book value per share represents Infinite's total tangible assets
less its total liabilities, divided by the number of shares of common stock
outstanding just prior to this offering. After giving effect to the sale of
the minimum amount of 100,000 shares at the offering price of $10.00 per share
of common stock, application of the estimated net sale proceeds, after
deducting offering expenses, Infinite's net tangible book value as of the
closing of this offering would increase from ($0.021) to $0.005, if the minimum
amount of shares were sold, and to $0.286, if the maximum 1,000,000 shares were
sold in this offering. This represents an immediate increase in the net
tangible book value of $.307 per share to current shareholders, and immediate
dilution of ($9.714) per share to new investors or (97.14%), as illustrated in
the following table:
<TABLE>
Based on 30,919,868 shares and Assets to stockholders of ($643,757)
<S> <C> <C>
Public offering price per
share of common stock $10.00 Minimum<F1> Maximum<F2>
Net tangible book value per share before offering..... $ (0.021) $ (0.021)
Increase per share attributable to new investors.... $ <F3>0.026 $ <F4>0.307
Net tangible book value per share after offering.... $ 0.005 $ 0.286
Dilution per share to new investors................. $ (9.995) $ (9.714)
Percentage dilution................................. | (99.95%) | (97.14%)
<FN>
<F1> 31,019,868 shares if minimum offered is sold.
<F2> 31,919,868 shares if maximum amount offered is sold.
<F3> $800,000/30,969,868 shares
<F4> $9,800,000/31,919,868 shares
</FN>
</TABLE>
6<PAGE>
<U>ITEM 8.</U> <U>PLAN OF DISTRIBUTION</U>
The shares will be offered on a best effort basis. The offering of the shares
will be for 120 days unless extended for no more than an additional sixty days
at the discretion of Infinite. Infinite reserves the right to accept or reject
any subscription in whole or in part, or to allot to any prospective investor
less than the number of shares subscribed by investors.
<U>ITEM 9.</U> <U>LEGAL PROCEEDINGS</U>
On January 15, 1999, Atlantik International Holdings, Limited sued Infinite in
the United States District Court for the District of Nevada, Case No.
CV-8-99-00055-PMP, alleging that on or about December 16, 1998, 343,000
shares of Infinite's common stock were issued to Seven Oaks Holdings, Limited,
who in turn transferred the shares to Atlantik, and that Infinite allegedly
wrongfully placed a stop transfer order on the shares. Both parties agreed
to settle; Atlantik paid Infinite $123,750 and Infinite lifted the stop
transfer order. The case was effectively settled February 11, 1999, and
both parties released each other from any and all liability.
<U>ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS</U>
The current executive officers, key employees and directors of Infinite are as
follows:
<TABLE>
<CAPTION>
NAME AGE BOARD POSITION EXECUTIVE POSITION
---------------------------------------------------- --- -------------- ------------------
<S> <C> <C> <C>
John W. Bush....................................<F1> 49 Director CEO, Pres.
Donald L. Miller................................<F2> 63 Chairman ---
Denton Guthrie..................................<F3> 52 Director/Sec. CFO
Rafael Rojas....................................<F4> 53 Vice Chairman ---
Kynaston Perreria...............................<F5> 50 --- Executive VP
John C. Alkire..................................<F6> 55 --- VP
Howard Frantom (resigned 2/18/00)................... 66 --- Executive VP
<FN>
STATEMENT OF QUALIFICATIONS
<F1>
JOHN W. BUSH: Mr. Bush is the President, CEO and Director of Infinite. He has acted in that capacity since October
1998. John W. Bush has more than 25 years of management experience, and has been part of the telecommunications
industry since pre-deregulation. He was co-founder of Schnieder Communications, Inc. where he was responsible for
overall marketing and sales during the critical start-up years. As a executive, he gained experience in company
acquisitions, mergers and purchasing of communications equipment. During the early years of deregulation, Mr. Bush
was involved in lobbying the legislative body to ensure industry survivability. Mr. Bush has served as a Director
of Strategic Accounts for MCI and has held various executive positions with annual revenue responsibilities
exceeding $400,000,000. Mr. Bush served as Vice President of WinStar Communications during its start-up period in
developing the 38 GHZ marketplace. His varied experience in the development stage of communications companies and
his senior management experience with companies such as MCI, qualifies him to lead Infinite through its critical
growth years. Mr. Bush holds a MS in Business Administration from Cardinal Stritch College and a BS in Business
Administration from the University of Wisconsin. Mr. Bush also served ten years in the United States Marine Corps
and fourteen years in the United States Army Reserve, and is currently a retired Major.
<F2>
DONALD L. MILLER: Mr. Miller is the Chairman of Infinite and has served in that capacity since October 1998.
During his 37 years in the international arena, Mr. Miller has developed relationships at the highest levels in many
countries and corporations worldwide. He has been asked by many nations and corporations to assist with economic
development, coordination of technologies and other market opportunities through barter of services, raw goods and
other natural commodities in the world market. Mr. Miller has worked directly with the United Nations and in the
past year has been offered ambassadorships from three nations. Mr. Miller received the prestigious Yellow Scarf
Award from the Chinese Government in recognition of his accomplishments. Mr. Miller is a graduate of George
Washington University with a BS in Science and Marketing.
7<PAGE>
<F3>
DENTON GUTHRIE: Mr. Guthrie is the CFO of Infinite and has acted in that capacity since October 1998, and as a
director and secretary since July 1999. Mr. Guthrie has over 29 years of experience in business administration,
accounting, investing, management advisory services and taxation, both domestically and internationally. His
experiences include positions as Co-Founder and CFO, President, Chairman of the Board, and Director of various
corporations and joint ventures. Mr. Guthrie served as Executive Vice President, CFO and Director of American
Ventures International, HGK Ltd. He gained more than six years of experience in the Southeast Asia marketplace with
special focus in Vietnam in medical and educational humanitarian projects. He served as President of Spectrum Glass
& Ceramics, Inc. for more than 10 years. Mr. Guthrie has operated as the owner of a CPA firm for more than 17
years. Mr. Guthrie holds a BS degree from California State University at Los Angeles in Business Administration and
Accounting. He is a CPA certified through the California State Board of Accountancy.
<F4>
RAFAEL ROJAS: Mr. Rojas is the Vice Chairman of Infinite and has served in that capacity since February 1999.
Rafael Rojas is the founder of Venro Petroleum Corporation and Venro Energy Corporation, and has served as Chairman
and CEO since its organization in January 1992. Mr. Rojas has more than 30 years of experience in the international
energy sector. He has completed numerous energy and communications related transactions throughout the world,
initially with Exxon, and subsequently as a marketer for the Venezuelan oil industry.
<F5>
KYNASTON G. PERREIRA, SR.: Mr. Perreira is the Executive Vice President of International Affairs, and joined
Infinite in February 1999. Mr. Perreira has over twenty years of international experience. Mr. Perreira is the
founder of Kynaston & Associates, Ltd., an international consulting firm specializing in equity funding,
international finance, project management, financial analysis, feasibility studies, and products market coordination
including clear identification of competitive suppliers. Mr. Perreira has advised many international firms and
governments. Mr. Perreira serves as the Director of Guyana Affairs for the International Immigrants Foundation,
International Cultures Mission, United Nations N.G.O. economic and social council and the Caribbean Panamanian
Americans for Social, economic and Cultural Development. Mr. Perreira is endorsed by the Secretary of the State of
Puerto Rico to promote and participate in the 936 Fund program (CBI) and the Caribbean Development Program. Mr.
Perreira majored in Business Administration at Queens College in New York.
<F6>
JOHN C. ALKIRE: Mr. Alkire is the Vice President of Engineering, since January 1999. John C. Alkire has an
extensive background in the management of engineers and scientists as well as manufacturing and production
facilities. His background spans both the telecommunications and computer industries. He served as Vice President
of Caltronix Computer Systems, Vice President/General Manager of PBX Systems, Inc., Director of Engineering of Earth
Computer Technology, Vice President/General Manager of California Computer Systems, Inc., President of Nexus Inc.,
President of Megalithic, Inc., Manager of Engineering of Anaconda/Ericsson. Mr. Alkire holds a Master of Science in
Electrical Engineering; thesis title: Group Communications in Distributed Computing.
</FN></TABLE>
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
PRINCIPAL STOCKHOLDERS
The following table presents certain information regarding beneficial ownership
of Infinite's common stock as of February 25, 2000, by each person known by
Infinite to be the beneficial owner of more than 5% of the outstanding shares
of common stock, each director of Infinite, each named Executive Officer and
all directors and executive officers as a group. Unless otherwise indicated,
each person in the table has sole voting and investment power as to the shares
controlled.
8<PAGE>
<TABLE>
<S> <C> <C> <C>
SHARES PERCENT PERCENT
BENEFICIALLY BEFORE AFTER
NAME AND ADDRESS OF BENEFICIAL OWNER OWNED<F1> OFFERING OFFERING
---------------------------------- ------------ ---------- ---------
Donald Miller..................... | 283,968 | .92% | .89%
235 Charity Court
Naples, FL 34112-5012
John W. Bush...................... |10,011,782 | 32.38% | 31.37%
401 Hariton Court,
Norfolk, VA 23505
Denton Guthrie.................... | 1,243,709 | 4.02% | 3.90%
2757 W. Whittier
Montebello, CA 90640
Howard Frantom <F2>............... | 250,000 | .81% | .78%
P.O. Box 2273, 3112 Allview
Running Spring, CA 92382
William Windsor <F3>.............. | 7,157,536 | 23.15% | 22.42%
2650 Alice Blvd
Kissimee, Fl 34746
Rafael Rojas...................... | 333,968 | 1.08% | 1.05%
45 Rockefeller Plaza
New York, NY 10111
All executive officers and
directors as a group (4 persons).. |11,873,427 | 38.40% | 37.21%
Major shareholders not holding
an office or board seat........... | 7,157,536 | 23.15% | 22.42%
------------------------
<FN>
NOTES TO TABLE
<F1> A person is deemed to be the beneficial owner of voting securities that
can be acquired within 60 days from the date of this prospectus upon the
exercise of options, warrants or convertible securities. Each beneficial
owner's percentage ownership is determined by assuming that convertible
securities, options or warrants that are held, but not those held by any other
person, and which are exercisable within 60 days of the date of this prospectus
have been exercised. Unless otherwise noted, Infinite believes that all
persons named in the table have sole voting and investment power with respect
to all shares of common stock beneficially owned by them.
<F2> Mr. Frantom resigned his position with Infinite, effective February 18, 2000.
<F3> Mr. Windsor resigned his position with Infinite, effective December 29, 1999.
</FN>
</TABLE>
<U>ITEM 12.</U> <U>DESCRIPTION OF SECURITIES</U>
The authorized capital stock of Infinite consists of 500,000,000 shares of
common stock, $.001 par value per share. Upon consummation of this offering,
there will be 31,019,868 outstanding shares of common stock if the minimum
amount is sold. At the conclusion of this offering, there will be 31,919,868
shares of common stock if the maximum amount is sold.
COMMON STOCK
Holders of common stock are entitled to one vote for each share held on all
matters submitted to a vote of stockholders, including the election of
directors.
Holders of common stock do not have subscription, redemption or conversion
rights, nor do they have any preemptive rights.
9<PAGE>
Holders of common stock do not have cumulative voting rights, which means that
the holders of more than half of all voting rights with respect to common stock
can elect all of Infinite's directors. The Board of Directors may fill any
vacancies on the Board of Directors created by resignations, subject to quorum
requirements.
Holders of common stock are entitled to receive dividends, as may be declared
from time to time by the Board out of funds legally available, and will be
entitled to receive, pro rata, all assets of Infinite available for
distribution to common stock holders upon liquidation.
<U>ITEM 13.</U> <U>INTEREST OF NAMED EXPERTS AND COUNSEL</U>
Up to 200,000 shares of common stock will be issued to Kenneth G. Eade,
Infinite's security counsel, in payment for legal fees and expenses.
<U>ITEM 15.</U> <U>ORGANIZATION WITHIN LAST FIVE YEARS</U>
Infinite was organized on March 27, 1996, as T2 Logic Corporation, a
development stage corporation, which changed its name to Harrison Digicom, Inc.
on March 26, 1998, and focused on providing communications services to third
world countries such as Vietnam, through its former subsidiaries, Harrison
Industries, Inc. and Air Tel. In February 2000, the company completed a name
change to Infinite Networks Corporation.
On January 26, 1999, Infinite discontinued its former operations in Vietnam to
reduce any potential liabilities or cost to Infinite and its shareholders.
Saigon ETMC, a joint venture agreement in the Socialist Republic of Vietnam,
was 70% owned by Harrison Industries, Inc., a wholly owned subsidiary of
Infinite, decided to discontinue operation in Vietnam. On July 30, 1999, at
the annual shareholders meeting, the shareholders agreed to transfer AirTel, a
Wyoming Company, and Harrison Industries, Inc., a Wyoming Company, to one of
the original shareholders of those companies in exchange for 1,400,000 post
split shares received by that stockholder, all of which except 150,000 shares
have been returned to Infinite. An administrative hold has been placed on the
outstanding shares. This action was a final step to remove any potential risk
to Infinite and its shareholders relating to the Vietnam operations.
On February 2, 1999, Infinite received a letter of intent to purchase the
secure communications equipment from the Democratic Republic of the Congo. The
Congo has agreed to purchase the equipment under a capital lease agreement for
$20,025,000 with a 30% down payment and monthly payment of $445,650 per month
for thirty-six months. Payment and delivery have not yet commenced, and there
can be no assurances the Congo will perform. On February 18, 1999, Infinite
entered into a BCA with Venro Petroleum Corporation. This allows both parties
to assist in each other in finding business opportunities. Venro Petroleum
Corporation is responsible for the purchase agreement of the telecommunications
equipment with the Congo.
On February 26, 1999, Infinite signed a contract with Engineers Professional
Systems Incorporated as a subcontractor to three United States Government
contracts. These contracts authorize Infinite as an approved government
subcontractor to bid on projects. These awarded contracts are valued in excess
of two billion dollars. These contracts allow Infinite to sell products and
services directly to government installations. There can be no assurance that
Infinite will be successful in selling products and services under these
contract.
On May 11, 1999, Infinite signed a contract to acquire RCCommunications, Inc.,
in a direct stock exchange of 2,000,000 of Infinite's 144 restricted shares for
100% of all outstanding shares of RCCommunications, Inc. No stock was
transferred pursuant to the agreement. After due diligence, both parties
signed a mutual release not to complete the transaction on October 15, 1999.
10<PAGE>
On July 27, 1999, Infinite signed an agreement with Olympic Capital, LLC, to
develop a wireless environment for health professionals and practitioners.
Under the terms of the agreement, Infinite will be paid 0.5% of the edited face
value of the Medical Accounts Receivable purchased or financed. Infinite also
signed an agreement with GCR/Highland, LLC, as the consultant to this agreement
and would be paid 10% of the fee paid by Olympic paid to Infinite. Olympic has
made a verbal offer to buy out Infinite's position in the contract, but no
written offer has been received and the status of these contracts is uncertain
at this time.
On July 30, 1999, Infinite, at the annual shareholders meeting, increased the
authorized shares of common stock from 25,000,000 to 500,000,000 with a par
value of $.001, increased the number of Directors from five to seven, selected
Strabala and Ramirez as CPA audit firm, and authorized 4,500,000 shares of
preferred stock with no voting rights until converted and a conversion ratio of
1:100 to common stock.
<U>ITEM 16.</U> <U>DESCRIPTION OF BUSINESS</U>
Infinite is a development stage company, organized under the laws of the state
of Nevada, formerly known as Harrison Digicom, Inc. and originally known as T2
Logic, Inc. Infinite is engaged in the communications industry. Infinite's
primary business focus is providing a variety of communications, wireless
communications, and information management solutions for customers. We intend
to accomplish this by providing our customers with the equipment, hardware and
software they need to improve their operations. Infinite also plans to
develop an high capacity Internet communications network.
Infinite intends to market a full line of information services, tailored to
specific customers. We will research specific markets and define new
information services for potential customers, using the latest technology
available. We have identified the medical and transportation industries as two
of our first target markets.
Infinite has developed an integrated wireless solution for the medical industry
called "HOME", the Hospital Operating Management E-Solution. This system
supports the gathering of data and the management of accounts receivable,
insurance pre approval and filing of insurance claims.
Infinite has identified the small fleet and owner-operator segment of the
transportation market as a unique opportunity to provide complete mobile
computing and wireless communications solutions.
We also have nine television films which have been converted to DVD digital
format. We plan to increase our digital media and information content
libraries, market the films we have in our library as full films and segments,
and establish digital storage capabilities and products for the media on-demand
market.
STRATEGY
Infinite's ultimate strategy is to provide its customers with fully integrated
mobile communications solutions. As a integrated solutions provider, Infinite
plans to coordinate total solutions on behalf of customers. Infinite will
research targeted industries that have the potential to gain in operational
efficiencies by the use of new technology. Once a basic solution is designed,
Infinite will market the solution worldwide by industry.
Electronic solutions can typically be expanded into sub-markets for added
enhanced value of the primary focus market. The medical industry includes the
pharmaceutical and financial markets. Infinite plans to expand each product
line into the secondary markets that it can identify from the primary market.
11<PAGE>
Infinite plans to use new technology in coordination with emerging
communications systems to improve overall productivity. Infinite will target
industries where the introduction of real time information at the point of use
can make a competitive or operational difference. Infinite believes this will
also make a competitive or material change in that industry.
Infinite plans to deploy a active sales force equipped to handle technology
sales in delivering complete solutions to our customers and reselling related
products and services.
Infinite plans to work with companies such as IBM, HP, Dell, MCI, AT&T, Symbol,
3Com, Oracle, Ameranth and others in the design and implementation of unique
solutions for customers.
COMMUNICATIONS NETWORKS AND STRATEGIC ALLIANCES
Infinite's development of a communications networks will provide direct access
to a broad range of products and services for customers. Infinite's long-term
strategy is to lease high capacity communication networks for reselling
purposes and to support internal requirements.
GOVERNMENT MARKETS
Infinite has received a letter of intent from the Congo to implement a secure
government telephone system for $20,025,000. The Congo will finance the
project directly, thus reducing any liability for Infinite. Infinite currently
has this system in inventory and is waiting for funds to be released from the
Congo.
Infinite is a subcontractor to Engineering and Professional Services
Incorporated. Engineering and Professional Services has more than twenty years
of experience working with the U.S. Government, and has been awarded contracts
in the billions of dollars. Infinite has been named as a direct subcontractor
to these contracts and has access to market services to U.S. Government
agencies worldwide. Infinite intends to supply updated technology, related
solutions and equipment to various government entities.
THE MARKET
Infinite's marketing concepts cross all traditional boundaries and global
barriers. Infinite plans to use the Internet highways in conjunction with new
technologies in the mobile marketplace to design products and services for our
customers. The market has intense competition in the software, hardware and
access segments. Infinite believes the opportunities should be focused on
researching the best options available and designing a complete solution to a
customer's needs.
The electronic commerce is moving fast into the information revolution as the
use of new super highways, like the Internet, are being implemented worldwide.
These changes have and will continue to affect every segment of business and
everyday life. The net effect is the traditional market infrastructures will
be reshaped to meet these changes as new customers needs are developed.
Infinite's marketing model is based upon the understanding of the evolving
global market as a result of information and communication advances. The
approach to business has changed from providing historical information to real
time delivery of information at the point of sale or contact. Infinite will
sell this new approach to customers directly and through its subsidiaries and
affiliates.
Infinite will focus on providing a complete electronic solution, E-Solution,
for its customers. Infinite has reviewed the medical and transportation
industries. Both of these markets have huge opportunities for this type of
technology.
In the medical industry, Infinite has worked on the design of an integrated
wireless solution, Hospital Operating Management E-Solution, "HOME system", to
12<PAGE>
support the gathering of data and management of accounts receivable. The HOME
system is the coordination of the best in software, hardware to specific
address the medical facilities requirements in delivering and tracking the
complete life cycle of their patients at point of contact. The net result will
deliver an electronic profile of each patient and their medical records. The
efficiencies of the system will increase cash flow, patient quality of care and
decrease operating expenses. The system will give the various healthcare
professionals who must perform the various treatment elements for the care of
the patient vital information, such as insurance coverage and preapproval
requirements based on the physician's treatment plan. The system will also
assist in the creating and filing of insurance claims and follow up on
treatment providers to insure that their services are preauthorized, tracked
and paid.
In the transportation industry, Infinite has worked on designing a wireless
communication and data system which provides a transportation company with
accurate real time data, which allows it to make more accurate dispatching
decisions, reduces driver waiting time, enhances routing decisions, reduces
clerical work for dispatchers, and provides for accurate time keeping and
silent alarm" on stolen vehicle recovery.
"The Internet and demand for data transmission are transforming the
telecommunications industry, and providing tremendous benefits to citizens
around the world. I believe that all countries can benefit from the growth of
the Internet, and that greater participation in the information society." An
Address by William E. Kennard Chairman U. S. Federal Communications Commission
to the Conference on "Internet & Telecommunications: The Stakes" Paris, France
January 28, 2000.
He further quotes, "It has been our experience in the United States that the
fastest way to expand access to the Internet is to create the conditions for a
robust, competitive telecommunications market. We all agree that competition
is the best way to do this. Competition brings consumers the benefits of
choice and innovation at more affordable prices, and is the best way to ensure
rapid deployment of the telecommunications infrastructure... Recognizing... the
globalization of the Internet and e-commerce, I believe it is essential that we
work together to find the best way to advance our goals...
There is a fever in the air, a speculation about possibilities, even an
expectation as almost every arena of human thinking and ingenuity joins the
Internet. We file our taxes over the Internet. We apply for jobs over the
Internet. We check the cinema times, and reserve seats on airplanes over the
Internet. We even fall in love over the Internet, although we do not yet know
whether the Internet divorce rate will be higher or lower than is normal. There
are 43 million web sites on the Internet, and few major retail businesses in
America today operate without a web site. Those businesses work directly with
their customers, eliminating costly layers of brokers, wholesalers and other
middlemen...
Since 1994, subscribership for wireless phones has more than tripled in the
U.S. Real prices have dropped by 40 percent, and most of our major cities have
at least five mobile phone providers, with some having as many as seven. Long
gone are the days when a mobile phone was viewed as a status symbol or
something only available to the wealthy...
With Third Generation technology on the horizon, wireless is poised to capture
a larger segment of the telecom market." An Address by William E. Kennard
Chairman U. S. Federal Communications Commission to the Conference on "Internet
& Telecommunications: The Stakes" Paris, France January 28, 2000.
13<PAGE>
TARGET MARKET SEGMENTS
Infinite has identified the following target market segments for its mobile
computing and communications products and services:
MEDICAL INDUSTRY
Infinite has identified that the medical receivable market now exceeds 1.7
trillion dollars annually. Infinite plans to target this fragmented industry by
bringing a complete electronic solution to market. The medical industry is
competitive in software, hardware, specialized accounting packages to handle
the complex billing issues. The accounting and billing system are competing
directly with the purchase of equipment and technology for patient care. This
places the administration in a position to choose between patient care or
accounting systems. Infinite's market solution removes these choices and
delivers new systems with no up front cost.
U.S. CORPORATE MARKET/ GOVERNMENT
Infinite has identified U.S. businesses with annual sales in excess of $100
million as its primary target market segment for mobile computing and
communications solutions. These companies generally utilize diverse
technologies and systems that require sophisticated integration solutions.
These companies also generally have the resources and budgets necessary to
afford sophisticated solutions. Infinite plans to focus on Government sales by
utilizing the EPS contract.
PROFESSIONAL TRUCK FLEETS
Infinite has identified the small fleet and owner-operator segment of the
transportation market as a unique opportunity to deliver mobile computing and
communications solutions. The mobile services, pick-up, delivery, less than
truckload (LTL) and long haul segments represent approximately 42% of fleet
vehicles in operation and account for approximately 8 million vehicles.
Currently this market segment is not widely served with wireless data
information systems. However, market consolidations, growth and the benefits
of wireless data communications are likely to result in the growth of new
users. Improved operating efficiencies in this heavily regulated industry
often result in dramatic bottom line results. A mobile computing and
communications solution that makes a 10% - 20% increase in efficiency can make
a functionally bankrupt fleet operator profitable or can make a profitable
operation more competitive.
MARKETING
Infinite plans to develop a commission compensated sales force comprised of
direct and independent contractor salesmen with support from Infinite Networks
Corporation's management. Infinite may market its solutions in industry trade
shows, direct mail and telemarketing, and an aggressive online marketing
campaign.
ONLINE MARKETING CAMPAIGN
To help achieve its sales goals, Infinite plans to implement an aggressive
online marketing campaign combined with continual back-end monitoring and
optimization. The objective will be to build brand awareness for Infinite in
the online community and to continually acquire new customers. One of the
best ways to attract this target audience is to achieve high visibility in the
places where prospective customers are likely to be browsing. Infinite's
online campaign will target sites that generate high traffic from Internet
users who fit Infinite's customer profile. In order to create this market
presence and increase customer awareness, Infinite intends to promote its Web
site on the most effective search engines, directories and promotional sites
the Internet offers.
COMPETITION
"Hot Links To An Open Society" An Address by Chairman William E. Kennard
Federal Communications Commission to the National Press Club Washington, D.C.
February 8, 2000, As Prepared for Delivery, "Four years ago today, President
Clinton stood in the Library of Congress, and with the stroke of a digital pen
14<PAGE>
signed into law the Telecommunications Act of 1996. On that day, he said that
the new law would "enable the age of possibility in America to expand to
include more Americans." He called the new law "revolutionary" and said that it
would "bring the future to our doorstep."
Today, on the fourth anniversary of the Telecommunications Act, I am pleased to
report that the Act is working. The American telecommunications consumer today
has more choices of providers and services, at faster speeds and at lower
prices, than ever before. This is truly the beginning of a new era in which
high-speed, broadband access will be as ubiquitous as the dial tone is today.
And the 1996 Act has had a direct hand in bringing about this new age. Because
of the Act, Americans are using telecommunications services in their daily
lives now more than ever. And most important, the Act is helping to transport
our economy into the digital Information Age.
Today I want to review our progress. I want to outline how the Act is working,
and how it will bring even more exciting benefits to the American public in the
future.
I also want to talk about some of the benefits of the Act that you do not hear
enough about: how the Act is working to bring technology to our schools and
libraries; how it is ensuring that people with disabilities are full
participants in the digital economy; and how it is working to connect the
poorest, most remote regions of our country.
Last week I was in Europe for a round of meetings with my counterparts in
government. Meeting with my foreign colleagues is always an interesting
experience for me. There is often an interpreter at these meetings, and at the
start of the meeting the interpreter will say, "His excellency, the minister,
is pleased to meet you. He is honored that the esteemed Chairman of the Federal
Communications Commission has sent his youngest son to meet us." They think I'm
a kid. But seriously, what I find most interesting about these meetings is how
my perspective changes when I see America through the eyes of others. A year
ago, when I visited Europe, I set out to explain how the Telecommunications Act
of 1996 was creating the conditions for competition in our telecommunications
sector. Last year, they listened politely. This year, they took notes. The
difference is that this year countries around the world have awakened to the
miracle of the American model for unleashing competition in telecommunications.
The networks we have created in this country are the envy of the world. And the
whole world is watching. In fact, in one meeting, one of the French ministers
preempted me. Even before I could outline the core of my agenda for 2000 - -
what I call the ABCs: Access, Broadband and Competition - - - he leaned toward
me, as if we were about to share a state secret, and said: "I would like to
hear more about your A-B-C's." I thought he was reading my mind. It turned
out he was just reading my speeches . . . on the Internet. That experience
told me that all of us are truly living in a global chat room.
And the fundamentals of creating consumer benefits through competition,
embodied in the 1996 Act, are being replicated around the world. Why? Because
competition in the United States is delivering more telecommunications services
at lower prices and creating unprecedented investment and job growth in every
sector of the communications industry: in wireless, wireline, local and
long distance, video and, of course, the Internet."
IMPLEMENTATION
These results are due to the wisdom of the Act, as passed, and also due to the
implementation of the Act by the FCC. The core features of the Act are that it
ended the monopoly franchise of the traditional local telephone companies, and
it gave the FCC the power to break open these local markets to competition.
The Commission has gone to great efforts to implement the Act in a manner that
is balanced and fair, while it is also aggressively pro-competitive. The local
telephone monopoly is 100 years old in this country, and it is a $100 billion
market today. It takes enormous effort to inject competition into it.
Moreover, it takes a strong, independent agency that is technology neutral and
15<PAGE>
that can stay focused while a constant hurricane of special interests swirls
around it. Senator Hollings likened our effort to trying to take a drink out
of a fire hose. Over the last four years, the Commission has been prudent in
its restraint as well as in its actions. The Commission wisely withheld
regulation of most advanced services, while making sure that certain features,
such as the ability of one company to deliver broadband to the home over the
same line that another company is using to provide basic telephone service, are
available to all competitors and incumbents alike. Similarly, we refused to
apply legacy-style regulations to the new service of cable access to the
Internet, relying instead on market incentives to keep multiple paths open to
the Internet. At the same time, we have employed the Act to aggressively open
up the local telephone service market to competition. And the results are
impressive. I am releasing a report today, entitled "Telecommunications @ the
Millennium: The Telecom Act Turns Four," that summarizes this phenomenon. Here
are the results.
WIRELESS COMPETITION
Wireless competition has exploded across the country. Wireless technology will
carry more than ten percent of all U.S. voice traffic this year, as cell phones
migrate from the executive suite to the home and the shopping mall and the
teenager's pocket.In 1993, there were 15 million wireless phones in America.
Today, there are 80 million. Since 1994, the average wireless bill has dropped
40 percent, and subscribership has increased four-fold. Seventy-five percent of
Americans have a choice of five or more wireless carriers. What does this
mean? It means that millions of Americans are safer on our highways. It means
that millions of American parents sleep easier because their kids can call them
from anywhere, at anytime.
LONG DISTANCE COMPETITION
In the long distance market, competition has been growing steadily since
divestiture of AT&T in 1984. Domestic long-distance rates dropped nearly 56
percent in real terms since 1984, saving consumers about $200 billion. Some
companies are offering services for as low as five-cents-a-minute. What does
this mean for consumers? It means that long distance service is no longer a
high-priced, carefully rationed service in most American households. Like it
was when I was a kid and we were only able to call my grandmother long distance
once a week on Sunday for 15 minutes. It means that today in America, parents
can afford to give their kids in college personal 800 numbers. It means that
millions of American businesses pay less for long distance than ever before.
And FCC policies have driven down the cost of international calling rates as
well, by 27% from 1996 to 1999. In 1997, an AT&T call to Japan cost 47-cents-a-
minute. Today it costs 16 cents. This means that millions of Americans who
call friends and relatives abroad can stay in touch at a fraction of the cost.
LOCAL TELEPHONE COMPETITION
Competition in the local phone market is growing. Our biggest challenge in the
coming months is to accelerate competition in this sector. Too many Americans
still have only one choice in local residential phone service. But the data
show encouraging trends. Already about 130,000 cable customers get telephone
service from their cable company. Some predict that by 2005, nearly 50 percent
of all American households will have this option, a direct benefit of the 1996
Act. The Telecom Act has created a whole new industry - companies created to
compete against your traditional local phone company. It is an alphabet soup of
new carriers, called CAPs and CLECs and DLECs. In the past year, the number of
new competitive local phone companies operating their own networks doubled from
about 150 to over 300. These companies are adding about a million lines a
quarter. Local competition is where long distance competition was 20 years
ago, but the local market will reach the same competitive level as today's long
distance market much more quickly.
VIDEO COMPETITION
In video competition, cable rates are still too high, and we need more
competition, but there are encouraging signs. Late last year Congress passed an
important law to allow satellite carriers to carry local programming, making
16<PAGE>
satellite delivery more competitive with cable. Here again, the trend is
encouraging. Our report documents that two out of every three new video
subscribers now get their video from non-cable sources, such as satellite.
THE INTERNET
By creating the conditions for new investment in our networks, the 1996 Act
accelerated the growth of the Internet. In 1992, there were fewer than five
million on-line users in the United States. In 1996 there were 27 million.
Today, there are 80 million. No communications technology has grown faster in
the history of the world. That growth would not have been possible without the
pro-competitive environment created by the 1996 Act. Internet traffic is
doubling every 100 days. Over 40 percent of American households have Internet
access. In 1998, the U.S. Internet economy was a $633 billion market,
accounting for nearly 8% of the nation's economy and 4.8 million jobs. And
electronic commerce, which will be 90 percent business-to-business, is
projected to be a trillion-dollar activity in the next three to five years.
Already, directly or indirectly, through our information and telecommunications
sectors, the Internet is linked to one-third of our nation's economic growth,
decreasing costs, and contributing to the lowest level of inflation in many
years. But these figures do not, of course, adequately express what it is like
to live in America at the dawn of the Internet. We file our taxes over the
Internet. We apply for jobs over the Internet. We check the movie times and
reserve seats of airplanes over the Internet. We even fall in love and get
married over the Internet. (Although no one has determined what the divorce
rate is.) And the Internet as we know it is only about six years old. The 1996
Act helped to make the Internet as we know it possible, and the Internet is all
about new possibilities. As we build on the success of the 1996 Act, I want to
talk about some of the possibilities.
THE BROADBAND INTERNET AGE
Our challenge now is to build on the success of the 1996 Act in a way that
keeps the engine of competition and innovation humming, and that allows markets
to transition to the next stage. That next stage is about investment in the
infrastructure that will make the Internet go faster, and that will usher in
the Broadband Internet Age. Americans are excited about the Internet, but they
are ready for it to speed up. The average Internet user spends 25 hours a year
waiting for websites to download. Most Americans access the Internet through
one device: the desktop PC. That will change with the Broadband Internet Age.
The Internet will migrate out of the PC, and be integrated into many more
aspects of our daily lives: into handheld devices like Palm Pilots, into our
cars, and even into our appliances.One big challenge for the FCC is to make the
airwaves available for this transition to take place. And that is why
theCommission is pumping more spectrum into the market to make possible more
wireless devices to access the Internet: wireless laptop computers; wireless
Palm Pilots; and more wireless phones. An upcoming Commission auction this
spring will make spectrum available for new wireless services by
transitioninganalog broadcasting spectrum to digital technology. I envision a
network of networks, with multiple broadband platforms, giving American homes
the option of many digital services, including cable, DSL, wireless, satellite,
and broadcast. Already broadband technology is spreading. Today 1.7 million
customers connect to the Internet at speeds at least 25 times faster than the
standard modem. But this is just the beginning.
IPTV
The Broadband Internet is changing our favorite mass medium - television. No
longer will television be a passive, one-way medium, although there will still
be times when we want to sit and be entertained. Rather, today's analog
television is evolving into an interactive medium that has the digital agility
of a computer, but the display quality of a movie theater. And, it will be able
to be summoned on demand. This combination television and computer will be a
multimedia source of news, information and entertainment, and will offer
viewers program choices and control that would have been unthinkable only a few
years ago. The power of this new technology is that it creates your own
personal television. I call it IPTV, for "Interactive Personal TV." It is
17<PAGE>
going to change the economic models for the broadcasting and cable television
industries. They are becoming Internet companies, as well as digital video
providers. But right now you cannot buy an IPTV at Circuit City that will work
with your cable TV system. The equipment manufacturers and the cable industry
are at a standards impasse. If they do not resolve their differences on their
own, the Commission will. Consumers cannot wait much longer.
THE UNAPPRECIATED STORY
You know, it is a very exciting time for consumers today. Everyday, the
newspapers report about how technology is changing our economy and our lives.
The headlines are filled with news about IPOs and Dot.Com companies and instant
fortunes being made in the new digital economy. This whole new economy, in
fact, is being defined principally by its power to unlock the potential of
markets, to transform retailing, to make businesses more profitable and to
create unimaginable wealth for a privileged few in our society. But I believe
that this new economy means much, much more. This new economy should be
defined, first and foremost, by its power to unlock the potential of all of our
people -- by its power to educate our poorest children, to empower people with
disabilities, to uplift rural and inner city communities and to repair and
revitalize the fabric of our communities. Only then will America realize the
true power of this new economy.
As the numbers in our report demonstrate, the Telecommunications Act has turned
in a truly amazing economic performance. But the significance of the 1996 Act
is much more profound than facts and figures. It is a family, held together
because both parents have productive jobs in the new information economy. It
is a child at a terminal at an Indian reservation school, a hundred miles from
anywhere, getting that first glimpse of a world at her fingertips. Because of
the vision of Vice President Al Gore, and the persistence of lawmakers like
Senators Jay Rockefeller and Olympia Snowe and Bob Kerrey, and Congressman Ed
Markey, we have the e-rate program, which has connected almost one million
public school classrooms to the Internet and seventy percent of the schools
under the Bureau of Indian Affairs. The 1996 Act also is keeping communities
intact because it allows small, store-front businesses to access global
markets. By the power of telecommunications, these businesses can now reach out
across continents and oceans and capture customers a dozen time zones away.
The Act also is the deaf person who is able to enjoy television because of
closed captioning. The 1996 Act requires that, over the next decade, TV
stations make their programs accessible through captioning. Before I close, I
would like to introduce two individuals who are examples of the success of the
1996 Act. Pat Wallace is with the State of Maryland's Sailor Project, a
program to bring the Internet to the state's libraries. She has been so
successful in using E-rate funding to expand the libraries' bandwidth links to
the Internet that use of the library web sites will double this year. I also
would like to introduce Teresa Hopkins, a Navajo tribe member who has worked
extremely hard to increase telecommunications services to the Navajo
reservations. The 1996 Act is about opening up, not just markets for
consumers, but also opportunities for health, education and making a living for
all Americans. Pat and Teresa are the real foot soldiers who are making the
new digital economy work for all Americans.
CLOSING
What will communications leaders say from this podium a hundred years from now?
They will say that at the end of the twentieth century, a corner had been
turned. ...that the dream of a network of competing networks became a reality.
...that high-speed connections to every American home were on the advance.
...and that the web of networks became a support system that lifted the
American people to new levels of opportunity and openness. They also will say
that late in the 20th century a sleepy, backwater agency called the Federal
Communications Commission, described by some as a New Deal dinosaur from the
1930's, came to life, reinvented itself, engaged the future and helped to
launch our nation into the "Broadband Internet Age".
18<PAGE>
REGULATION
The overall direction of since 1960's, is unregulated. "For many decades in the
United States, the monopoly telephone network retained exclusive rights to
provide services and equipment. Beginning in the late 1960's, however, our
courts and our Commission determined that, as long as equipment connected to
the public telephone network did not harm the network, it ought to be
unregulated. This decision affected all kinds of equipment, such as telephones
and answering machines, and eventually computers and even fire alarms. As a
result, the market for terminal equipment flourished. As an unintended
by-product, the decision placed into the hands of Americans flexible,
inexpensive equipment, such as modems, that they eventually would use to reach
the Internet. Even today, the entry price for connecting to the Internet may
be dropping from a thousand-dollar computer to a hundred-dollar palm pilot.
Also in the 1970's, as computers and communications were coalescing, the
Commission made an effort to distinguish between the data processing of basic
telephone service and the data processing of other, or enhanced, information
services provided by commercial computers. Basic telephone service remained
uncompetitive, so the Commission continued to regulate it, but the Commission
decided that enhanced services were highly competitive, and should be left
unregulated. This decision, of course, contributed to the explosion of
computer services in the 1980's, and, ultimately, to the Internet. In the
1980's, our courts decreed that long distance service (essentially the services
that crosses state borders) be made competitive, in place of the AT&T monopoly
that had provided the service up until that time. As a result, today we have
600 long-distance companies, and rates have dropped 56 percent in real terms
since 1984. But the unintended consequence for the Internet was that these
competitive carriers laid the solid, backbone fiber-optic infrastructure upon
which our Internet rests today. Two acts of Congress, a 1993 act giving the FCC
authority to auction spectrum, and an extensive 1996 act to break down
barriers to competition, made competition the cornerstone of our
telecommunications policy.
The 1993 Act gave the Commission the authority to auction spectrum for the
provision of telecom services. The Commission used this authority in 1994 to
introduce additional wireless competitors to the cellular duopoly. Before
auctions, the Commission used comparative hearings and lotteries to award
spectrum licenses. Comparative hearings took too long, delaying service to the
public. Lotteries often resulted in spectrum being assigned to people who were
merely speculators, and who had no intention of developing the full use of the
licenses. Auctions decreased by four times the amount of time it took to
assign licenses, and ensured that the spectrum went to those who were most
eager to use it to serve the public. Beginning in 1995, we used spectrum
auctions to introduce competition to the cellular incumbents. The result has
been lower prices and more choice for U.S. consumers. The Telecommunications
Act of 1996 introduced local competition by giving the FCC the tools to break
open the incumbent's control over the local loop. The Act did this by requiring
the unbundling of the incumbent's network elements, cost-based interconnection;
and co-location. Implementing these requirements has not been easy. Thankfully,
however, I have been given the tools to do the job. Regulators like me need
decision-making authority. We also need enforcement authority. In the past, we
have not always been as aggressive in enforcement. However, we have learned
that all the rules on the books will not bring competition if the rules are not
honored. It is critical for the regulator to have enforcement authority to step
in, if necessary, to stop the inevitable attempts by the incumbent to slow down
the pace of competition. The local exchanges in the U.S. have been monopolies
for 100 years, but now, because of unbundling, co-location, and cost-based
interconnection, new competitors are beginning to offer local services. As they
do, we are unleashing the incumbent providers to compete freely with the new
providers, and the telecommunications network is flourishing. The same dynamic
can occur here in France as you introduce competition. I do not want to mislead
you into believing that we at the FCC have never made any mistakes. To the
contrary, we have made many mistakes. If I had to sum it up, I would say that
the vast majority of the mistakes occurred because we allowed incumbents to
convince us to not open markets, or to slow down the introduction of
19<PAGE>
competition from new entrants. Along the way, for example, we made a mistake in
the wireless market when we decided to only allow two licensees to provide
cellular services in each market. This was a huge mistake since it created a
legally sanctioned duopoly. As a result, consumers paid too much for cellular
calls, and the licensees had no incentive to innovate their services. Luckily,
in the 1990's, with our PCS auctions, we changed this policy and allowed many
new entrants into the cellular market. As a result, in the last five years,
real wireless prices have plummeted 40 percent, and competition has thrived. In
many markets, we have five competitors, and in the larger markets we have up to
seven cellular providers."
An Address by William E. Kennard Chairman U. S. Federal Communications
Commission to the Conference on "Internet & Telecommunications: The Stakes"
Paris, France January 28, 2000.
EMPLOYEES
As of February 25, 2000, Infinite had six full time employees. Except for the
one full time secretarial employee, all of the other employees are management
and have written employment contracts. None of Infinite's employees are
covered by a collective bargaining agreement. Infinite has never experienced
an employment related work stoppage and considers its employee relations to be
satisfactory.
<U>ITEM 17.</U> <U>MANAGEMENT'S DISCUSSION AND ANALYSIS</U>
OVERVIEW
Infinite Networks Corporation, formerly known as Harrison Digicom, Inc. and
originally known as T2 Logic, Inc., was organized under the laws of the State
of Nevada.
Infinite will utilize the emerging opportunities provided by the Internet
industry and emerging new technologies. Infinite's primary business focus is
providing to customers with the tools to improve their operations. We intend
to accomplish this by showing them how to use the emerging technologies by
providing solution design and implementation.
Infinite had minimum activity since the inception of the Company in March 1996,
except for a reorganization plan of March 1998. We started actively trading on
May 21, 1998, listing with the bulletin board. Infinite originally invested in
Vietnam with the intent of building and operating a computer manufacturing
plant and obtaining a cellular marketing license.
In October 1998, Infinite decided to acquire new assets and reorganize the
company by bringing in new management to assist in raising funds. New
management reviewed the business plans and decided to discontinue operations
Vietnam in early 1999. Since that time, management has continued to seek
additional funding and to develop a new business plan to focus in the new
emerging Internet marketplace.
In 1998 Infinite stock traded on the bulletin board with 1,120,200 shares
traded with a annualized average price of $1.82 per share. In 1999 volume rose
by 710% to 7,960,500 shares trading and a decrease in average share price of
76% or $0.44 per share. In 1999 nineteen market makers took a position in the
stock, as compared to six in 1998.
During the last year, Infinite has researched market opportunities in Cambodia,
Estonia, Honduras, Liberia, Democratic Republic of The Congo and several
countries in South America. Infinite has also focused on the new emerging
wireless market known as "pervasive computing".
After the last 18 months of reorganizing the company, completing four years of
financial audits and developing a new plan of operations, Infinite is ready to
move forward.
20<PAGE>
Infinite executive offices are located at 401 Hariton Court, Norfolk, 23505
and its telephone number is (757)440-0511 Facsimile (757)-440-0566 Web Site:
infinitenetworksinc.com. Our trading symbol is INCZ.
PLAN OF OPERATION
FORWARD LOOKING STATEMENTS
The following is a summary of the plan of operation for the next twelve months.
To the extent that such plans contain statements which are not historical in
nature, such statements are forward-looking statements which involve risks and
uncertainties. Forward-looking statements typically phrased using words such as
"will," "may," "expect," " believe," "anticipated," "intend," "could,"
"continue," and "estimated", and similar expressions or variations. Certain
important factors may affect our actual plan and could cause those plans to
differ from any forward looking statement contained in this prospectus, or that
are otherwise made on our behalf.
These factors include, but not limited to: our ability to raise additional
capital to support the company's business plan; and, our ability to establish
and sustain long term relationships to support the plan of operations in the
delivery of products and services; and, our ability to raise additional capital
for plan acquisitions to support the plan of operations; and, our dependence
upon a small number of key executive officers with the experience and vision to
support our long term goals (Loss of these services could have a material
adverse effect on Infinite and the business).
Infinite's ability to develop depends on its ability to attract and retain
highly qualified technical personnel. Competition for personnel in the new
emerging market is intense. If Infinite is unable to attract and retain
qualified personnel, it could have a material adverse effect on Infinite's
ability to properly execute the plan of operations and sustain the business
long term.
MISSION STATEMENT
Infinite plans to be a global full service Internet systems integrator
providing electronic solutions to its customers to improve their operations and
develop a direct customer service and sales force to deliver products and
services worldwide.
RESEARCH & DEVELOPMENT
During the fiscal years ended December 31, 1998 and 1999, Infinite has been
actively seeking new opportunities in the technology industry. Infinite has
had no revenues in 1998 and sustained an operating loss of $898,491. In 1999
management decided to discontinue the original investments in Vietnam and took
a loss from discontinued operations of $3,198,569 for a total loss of
$4,775,363 from operations.
During the last year, Infinite has researched market opportunities in Cambodia,
Estonia, Honduras, Liberia, Democratic Republic of The Congo and South America.
Infinite has also focused on the new emerging wireless market known as
"pervasive computing" with a specific focus on the medical and transportation
industry.
Since October 1998 the new management has attempted to move Infinite into a
full reporting status. Infinite has recently completed an financial audit from
inception as of March 1996 through December 31, 1999. A new business plan for
Infinite is being developed to capture these new opportunities emerging in the
Internet and technology marketplace. Infinite has signed key strategic
agreements that will allow new business to be generated once properly funded.
PLANNED PURCHASE AND SALE OF SIGNIFICANT EQUIPMENT
In October 1998, Infinite acquired 251 crates of communications equipment that
was previously built for the United States Government to be deployed in Saudi
21<PAGE>
Arabia during the gulf war. Infinite has received a letter of intent from the
Congo to purchase this equipment for $20,025,000. Management believes this
transaction is questionable since no funds have been received and has taken
final actions to resolve this transaction.
Infinite has also acquired nine television films and during the last year and
converted them into digital format to complete a pending transaction with a
major television production company. Management will continue to develop other
distribution channels and seek additional information content as long term
assets.
Infinite signed an agreement with a medical receivable company in 1999 and
worked on developing the HOME system, "Hospital Operating Management
E-solution". The HOME system is designed to be an integrated wireless solution
to support the gathering of data and management of accounts receivable.
ANTICIPATED CHANGES EMPLOYEES AND SUBCONTRACTORS
Infinite plans to hire a senior staff soon as possible and further develop the
organization to support the new business plan. Infinite will hire Vice
Presidents in sales, marketing, information management, accounting and
investment relations during the second and third quarter of 2000 as funds
become available. Infinite will also use subcontractors to handle specific
short term tasks.
Infinite signed a subcontractor agreement with EPS during 1999 that allows
Infinite to be part of three United States Government contracts with a total
allocation of more than two billion dollars.
Infinite signed an affiliation agreement with Northstar Enterprises, Ltd to
work jointly in development of acquiring, management, distribution, production
and development of video libraries in digital format for further sale through
broadcast, cable, satellite, home video, institutional video, DVD, CDROM and
Internet worldwide.
Infinite through its wholly owned subsidiary, International Television Film
Productions, Inc. has contracts with UFO Central and VisionQuest for
distribution of its nine films.
Management believes with proper funding, it can execute contracts during the
next twelve months to generate a revenue stream from products and services.
INVESTIGATED MERGERS AND ACQUISITIONS
Infinite anticipates the acquisition of technology companies that have a long
term fit in the operational plan. Infinite also plans to seek non technology
companies that may fit as a potential long term products or services provider
to customers.
<U>ITEM 17.</U> <U>ANALYSIS OF FINANCIAL CONDITION</U>
FISCAL YEAR ENDING DECEMBER 31, 1998
We suffered significant losses on inherited investments for operations in
Vietnam, which have since been discontinued. A total of $3,198,569 in losses
incurred in 1998 were carried into fiscal year 1999 as discontinued operations.
Infinite had 31,072,300 shares outstanding at the end of 1998. If these losses
were booked in the year the losses were incurred, the net tangible book value
would be estimated at($0.73)per weighted number of common outstanding shares as
compared to($0.16)shown in the audited financial statements.
The stock prices ranged from a high closing bid of $4.19 in on May 21, 1998 to
a low of $0.53 on December 24, 1998 a 790% decrease in price per share. The
stock had very low average volumes of 9,730 per day and was and is currently
subject to any price fluctuation in the market.
22<PAGE>
Infinite had no revenues in 1998 with total expenses of $901,990. If this
expense is added to the loss from discontinued operations incurred in 1998 the
expense would total $4,097,060 or the ($0.73) per weighted share outstanding.
FISCAL YEAR ENDING DECEMBER 31, 1999
The new management of Infinite attempted to reduce any additional losses early
in 1999 by discontinuing the operations in Vietnam. This accomplished three
significant items for Infinite: the reduction in monthly recurring cost and
future liabilities; the ability to write down these cost as discontinued
operations; and the refocusing of limited resources towards finding new more
stable opportunities. Management continued to take actions to reduce any
additional liabilities from these operations by returning two subsidiaries,
Harrison Industries and AirTel, to the original shareholder in exchange for
stock.
Management reviewed a series of new opportunities during 1999 and decided to
focus on the fastest growing market in history, the Internet. Infinite
completed a 504 exempt offering during 1999 and raised close to $1,000,000 of
operating capital. Total expenses in 1999 exceeded funds available and left
Infinite with outstanding liabilities of ($643,657). Most of these expenses
were accrued salaries of officers of Infinite during 1999.
Infinite completed the purchase of two assets during 1999. The communications
equipment was acquired at the cost of 13,820,985 shares of restricted stock and
the film library in exchange for 1,231,250 shares of restricted stock. These
assets are currently booked at basis cost to Infinite or .001 per share. This
only accounts for $78,106 in assets on the balance sheet. Management believes
that both of these assets are grossly under stated as to the long term value
expected from these assets.
Management also spent time and financial resources in late 1998 and 1999 to
educate the financial community and gain market support. In October 1998
Infinite had six market makers and by the end of 1999 nineteen were listed.
This increased our volume from the daily average of 9,730 shares to 38,205
shares, a 390% increase.
In June 1999 Infinite completed a 1:4 reverse stock split. This moved the stock
from $0.28 per share on June 16, 1999 to $1.25 on June 17, 1999 after the
split. This action reduced the outstanding shares down to under 1,000,000 of
free trading stock.
With the loss removed from discontinued operations booked in 1999 the net loss
per weighted shares is ($0.10)as compared to ($0.73) adjusted net loss in 1998,
a decrease of 86% in net loss per share.
These actions allowed Infinite to complete the audit and be ready to raise
additional capital to support the new business plan.
TRENDS AND EVENTS IN THE MARKET
Infinite perceives a huge market opportunity in the emerging Internet
marketplace. This market is noted as the fastest growing market in history.
During the last few years, the industry has grown by nearly 200 percent. Just
as voice and data has merged during the last ten years, the wire and wireless
industry will soon be seamless to the everyday user.
The Internet traffic doubles every 100 days, 40% of America now have access to
the Internet, the Internet economy is expect to be at a trillion dollars in
three to five years and the Internet currently has over 80 million users as
compare to only 5 million in 1992. These are a few of the reasons why it is
considered the fastest growing industry in history. Wireless has grown from 15
million users in 1993 and 80 million today. Long distance rates dropped 56%
since 1984. Over 130,000 customers now get their telephone services from the
cable company. This clearly displays the technology trends in the United
States.
23<PAGE>
In 1998, the U.S. Internet economy generated an estimated $300 billion in
revenues, and accounted for 1.2 million jobs. Electronic commerce (commonly
coined as e-commerce), which is projected to be 90 percent business-to-
business transactions, is projected to be a trillion-dollar activity in the
next three to five years. The Internet is already linked to one-third of our
nation's real economic growth, whether directly or indirectly. Costs are
decreasing in our information and telecommunications sectors and the Internet
is believed to have helped reduce the rate of inflation by one-third. The
communications and information sectors, coupled with the Internet, now account
for about 15 percent of our nation's gross domestic product. These numbers do
not adequately express what it is like to be alive in America in the age of the
Internet.
Infinite believes this information revolution will continue to change
traditional ways of operating businesses worldwide. Infinite will position
itself as a customer advocate, assisting them in researching opportunities in
their specific marketplace. Infinite has the experience and the vision to
assist customers in leveraging new emerging technologies that could make the
difference in their survival in the new world marketplace.
SIGNIFICANT ELEMENTS OF INCOME
Infinite plans to derive its revenue through three key segments, information
content, sales of fully integrated systems and resell of products and services
from our strategic alliances.
Infinite management believes the resell of information content and delivery
systems will give long term monthly revenue streams.
Infinite will also sell fully integrated systems and position itself as the
system operator in the medical and transportation industry.
The third area of revenue will be the development of a global network of sales
and service personnel delivering a full array of products and services to their
local marketplace.
MAJOR PRODUCTS, PRODUCT GROUPS AND SERVICE LINES
Infinite currently offers design and development of fully integrated systems,
for to support of these new technologies. Infinite believes it has the ability
to coordinate the design and implementation of telecommunications networks for
governments and businesses worldwide.
Infinite researched the Medical Industry and designed the HOME system, Hospital
Operating Management E-Solution. The HOME design is an integrated wireless
solution to support the gathering of data and management of accounts
receivable.
In the transportation industry, Infinite has designed a wireless communication
and data system which provides the transportation company with accurate real
time data, which allows it to make more accurate dispatching decisions, reduces
driver waiting time, enhances routing decisions, reduces clerical work for
dispatchers, provides for accurate time keeping and has a "silent alarm" for
stolen vehicle recovery.
Infinite also owns nine films that have been converted into Digital format.
These films are sold directly through normal distribution channels. One of
Infinite's distributors has also completed a contract to use segments of these
films in a new series being products by major television company.
Management believes that every business industry has a specific set of new
requirements in this new global marketplace. Infinite will continue to focus
itself as a one stop shop systems integrator to support our customers in this
new emerging global market.
24<PAGE>
STRATEGY
Infinite's strategy is to develop and leverage fully integrated systems to
build a portfolio of customers that requires advanced applications and products
to compete in this emerging global market. Infinite will build the systems to
operate in this global market and house the data required by the market segment
Infinite supports. Infinite believes there are five key components to the
overall strategy for long term survivability in this global market.
Expanded Intellectual Property Portfolio. Infinite intends to continue
developing its intellectual property portfolio. Infinite has signed an
affiliation agreement with another entity that will support these plans to
build a full DVD production center with data storage capabilities. Infinite is
also working with other entities to develop DVD an animation technology for the
educational and entertainment industry. Infinite believes the ability to house
and deliver data worldwide is a key component to the long term value and future
revenue streams of the company.
Establish Network Alliances. Infinite will seek to form alliances with major
companies to provide wholesale network bulk services for resale. Infinite
believes in having solid affiliations with an array of services providers that
will ensure competitive prices in the new global market. Infinite's management
believes that these alliances will bring additional expertise and specialized
equipment and resources to support the business requirement of our customers
and the internal requirements of Infinite. Infinite's management believes this
industry will continue to see intense competition and that it would not be in
the best interest of our shareholders spend billions of dollars to develop our
own global capacity.
Establish Strategic Alliances. Infinite will seek to build strategic alliances
with companies that can support the overall business requirements of our
customers. These alliances include networks services, systems engineering,
government contractors, software developing companies, financial institutions
to support our customers, hardware companies and transportation delivery
systems. Infinite believe the new global market customers will require a single
E-Solution that to the customer will be seamless, but will require the
coordination of many companies working in unison to support the delivery of a
single product or service.
Establish Market Support Alliances. Infinite will develop an in-house
marketing group and build strategic alliances to support the overall needs of
our customers in sales and service. Management believes the traditional
marketing concepts of the past will require companies to adapt to the new
global market. Infinite will build in-house and through these strategic
alliances and complete product and services groups to support the global needs
of our customer base.
Establish Business Incubator Alliances. As Infinite establishes relationships
with new developing companies, the opportunity to develop and an incubator
business support group will be another segment to the business plan.
Management believes there is an opportunity to assist business in an
affiliation and other type of arrangement that will allows them to leverage
Infinite's resources in the global market and public sector.
COMPETITION
The Internet services industry generally, and the wireless systems industry
specifically, is intensely competitive, rapidly evolving and subject to
constant technological change. As the industry has grown, many of these
products and services are marketed by well-established companies with
reputations for success in the development and sale of products and services
and which possess significantly greater financial, marketing, distribution,
personnel and other resources than Infinite. These resources allow such
companies to implement extensive advertising and promotional campaigns, both
generally and in response to specific marketing efforts by competitors, to
rapidly enter into new markets and to introduce new products and services.
25<PAGE>
Infinite believes that its products and services will offer unique fully
integrated E-solutions that will give Infinite a competitive advantage.
Infinite's ability to coordinate across non traditional business concepts will
be a key advantage. Infinite will develop and coordinate E-solutions that give
our customers new technology, which may be funded through alternative
resources. We believe that developing technology on our clients' behalf and
acting as the systems operator in a long term relationship to support their
business needs will give them and Infinite a competitive advantage.
<U>ITEM 18.</U> <U>DESCRIPTION OF PROPERTY</U>
PROPERTIES
Infinite is the owner of its web site, (http://www.) infinitenetworksinc.com or
incz.net, harrisondigicom.com, incz.org, harrisonindustries.com, airtelusa.com,
diginetservices.com, and martincom.com.
Infinite owns a complete Novacom 834 Secure Telecommunications System, which it
has agreed to sell to the Democratic Republic of the Congo for $20,025,000.
Infinite rents offices on a month to month basis for nominal rent from an
unrelated party in an arms length transaction. Infinite believes that its
facilities are adequate for its present purposes. Infinite believes that as it
grows, it will require additional facilities, and that such facilities will be
readily available.
PATENTS
Infinite owns no patents for its solution services and owns no registered
trademarks. We are the owners of the Internet domain names listed at the start
of this section.
INTELLECTUAL PROPERTIES
Infinite will seek to acquire and develop intellectual properties. Technology
in the form of software products and services geared toward entertainment and
education are part of Infinite's long-term business plan. We are the owners of
the Internet domain names listed at the start of this section.
FILM LIBRARY
Infinite has acquired a film library of nine films dealing with the paranormal.
These films have recently been fully digitized into DVD format. These films are
copyrighted. The names of the nine films are: World of the Unknown, Aliens from
Spaceship Earth, World Beyond Death, Man of Miracles, Underground Doctors,
Unknown Powers, The Unknown Force and Age of the Psychics.
REAL ESTATE
We own no real estate. We lease the following properties:
<TABLE>
<S> <S>
1000 South Coast Drive, Suite M204 5836 South Pecos Rd.
Costa Mesa, CA 92626 Las Vegas, NV 89120
</TABLE>
<U>ITEM 19.</U> <U>CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS</U>
RELATED PARTY TRANSACTIONS; POSSIBLE CONFLICTS OF INTEREST
Infinite has engaged in transactions with certain of its officers, directors
and principal stockholders, and is a party to consulting agreements with two
of its principal stockholders which will continue after the consummation of
this Offering. The terms of such transactions were determined without arms
length negotiations and could create, or appear to create, potential conflicts
of interest which may not necessarily be resolved in the Company's favor. See
"Certain Transactions".
26<PAGE>
On October 16, 1998, pursuant to an agreement between Infinite and Infinite
Network, Inc., a Florida corporation, Infinite acquired a specialized
communications equipment inventory for restricted stock.
On December 15, 1998, Infinite and National Sales Corp. entered into a joint
venture agreement which if completed will result in the issuance of 220,000
shares of preferred stock by Infinite to National Sales Corp. in exchange for a
$200,000,000 guarantee. The preferred stock will be convertible to common
stock at the rate of one share of preferred to 1,000 converted shares of common
stock. It is the intent of the parties to consummate this agreement and the
start date has been extended. No stock has been transferred.
On January 22, 1999, Infinite signed a contract to acquire 50% of Claudia
Security Systems, an Estonia Corporation, pending completion of due diligence.
Infinite decided not to close the transaction, and withdrew from the contract
in accordance with its terms. Stock was issued, pursuant to an exemption from
registration contained in Regulation S. Infinite issued a letter of
cancellation after completing the due diligence as per the guidelines of the
agreement. Claudia Security Systems subsequently filed for bankruptcy in
Estonia. Infinite placed an administrative hold on the issued shares, pending
further cancellation proceedings.
Infinite agreed to issue 13,820,985 common shares of stock on May 27, 1999, as
per the agreement signed October 16, 1998 to purchase communications equipment.
The equipment is booked at the par value of stock issued. The economic effect
will be seen later if and when revenue is received from the sale of the
equipment. The stock was not registered, and was transferred pursuant to the
exemption for private placement of stock contained within Section 4(2) of the
Securities Act. The beneficial owners of this equipment, William Windsor and
John Bush, had no position or interest in Infinite prior to the effective date
and time of the agreement. Since that time both parties became involved as
directors and officers, and now would be considered as related parties to this
contract.
On July 29, 1999, Infinite signed a release agreement with Sierra Nevada
Advisors, Inc. et al that released Infinite against any claims which Sierra may
have had growing out of any transaction or relationship between the parties in
exchange for 4,000,000 shares of common stock under Rule 144.
Effective August 12, 1999, Infinite finalized a mutual release and agreement
for exchange of 1,400,000 shares of Infinite stock held by that stockholder in
exchange for Infinite's rights in AirTel USA, a Wyoming company, and Harrison
Industries, Inc., a Wyoming company.
On December 29, 1999, Infinite entered into and completed an Agreement and Plan
of Reorganization effective December 29, 1999 with International Television
Film Productions which was a tax free reorganization. Pursuant to a previous
Agreement, entered into on December 10, 1999, the issuance of 1,231,250 shares
of restricted common stock was completed in exchange for 100% of the
International Television Film stock. This gave Infinite a digital film library
of nine films dealing with the paranormal and contracts with key companies
including a major television and film network. These films are considered to
have an indefinite life and should produce a long term revenue stream for
Infinite. The stock was issued pursuant to the exemption for private placement
of stock contained within Section 4(2) of the Securities Act.
On February 10, 2000, Premium Management Services issued an irrevocable letter
of intent to purchase 1,000,000 shares at $10.00 per share of free trading
stock, subject to certain conditions.
On February 15, 2000, Infinite entered into an agreement and plan of
reorganization to acquire 100% of the shares of Infinite Networks Corporation,
a Florida corporation, in exchange for 2,727,272 shares of Infinite. The stock
was issued pursuant to the exemption for private placement of stock contained
within Section 4(2) of the Securities Act.
27<PAGE>
<U>ITEM 20. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS</U>
TRANSFER AGENT, WARRANT AGENT AND REGISTRAR
The transfer agent, warrant agent and registrar for the common stock and
preferred stock is Pacific Stock Transfer Company, Las Vegas, Nevada.
SHARES ELIGIBLE FOR FUTURE SALE
Upon completion of this Offering if the minimum number of subscriptions are
sold, Infinite will have 31,019,868 shares of Common Stock outstanding. If the
maximum number of subscriptions are sold, Infinite will have 31,919,868 shares
of common stock outstanding. All shares sold in this offering will be freely
transferable without restriction or further registration under the Securities
Act. However, any share purchased by an affiliate (in general, a person who is
in a control relationship with Infinite), will be subject to the limitations of
Rule 144 promulgated under the Securities Act.
Under Rule 144 as currently in effect, a person, or persons whose shares are
aggregated with those of others, whose restricted shares have been fully paid
for and meet the rule's one year holding provisions, including persons who may
be deemed affiliates of Infinite, may sell restricted securities in broker
transactions or directly to market makers, provided the number of shares sold
in any three-month period is not more than the greater of 1% of the total
shares of common stock then outstanding or the average weekly trading volume
for the four calendar week period immediately prior to each such sale. After
restricted securities have been fully paid for and held for two years,
restricted securities may be sold by persons who are not affiliates of Infinite
without regard to volume limitations. Restricted securities held by affiliates
must continue, even after the two-year holding period, to be sold in brokers'
transactions or directly to market makers subject to the limitations described
above.
Prior to this offering, a public market has existed for the common shares on
the NASD OTC Bulletin Board and now through the National Quotation Bureau
"pink sheets". No predictions can be made as to the effect, of having its
quotation dropped by the Bulletin Board, if any, that market shares or the
availability of shares for sale will have on the market price prevailing from
time to time. The sale, or availability for sale, of substantial amounts of
common stock in the public market could adversely affect prevailing market
prices. The continued dropping of the NASD of quoting Infinite's securities on
the OTC Bulletin Board could adversely affect prevailing market prices.
UNDERWRITING
This offering is self underwritten by Infinite through its officers and
directors on a best efforts basis. Therefore, there is no underwriter or
broker compensation involved, and Infinite is acting as its own underwriter.
DIVIDEND POLICY
Infinite has never declared or paid cash dividends on its capital stock.
Infinite currently intends to retain earnings, if any, to finance the growth
and development of its business and does not anticipate paying any cash
dividends in the foreseeable future.
PRICE RANGE OF SECURITIES
Infinite's Common Stock is quoted on National Quotation Bureau "pink sheets".
The shares will not be quoted on the NASD OTC Bulletin Board unless it has
complied with new NASD rules which require Infinite to register its securities
with the SEC under the Exchange Act. Infinite intends to file a form
concurrent with or subsequent to this filing which will bring it into
compliance with the new NASD rules, but the NASD could decide not to quote
Infinite's securities, which will then still be quoted on the National
Quotation Bureau's "pinksheets". The following table sets forth the ranges of
high and low sale prices for the Common Stock for the periods indicated, as
reported by NASDAQ, which is the principal trading market for Infinite's
securities. The quotes represent inter-dealer prices without adjustment
markups, markdowns, or commissions and may not necessarily represent actual
transactions. <PAGE>
For the 12 months ending December 31, 1999, annual trading volume of common
stock was approximately 6,453,545 or 26,890 shares daily, based on 240 business
days. If normalized after the reverse stock split, the volume was 8,578,058
or 35,741 shares daily. This low trading volume may have had a significant
effect on the market price of the Common Stock. Accordingly, historic prices
may not necessarily be indicative of market prices in a more liquid market. See
"Risk Factors--Limited Trading Market and Possible Volatility of Common Stock
Prices".
<TABLE>
<CAPTION>
COMMON STOCK HIGH LOW
------------------ ------- -------
<S> <C> <C>
1998
Third Quarter..... $3.00 $1.00
Fourth Quarter.... 2.00 0.40
1999
First Quarter..... $1.50 $0.15
Second Quarter.... 1.69 0.18
Third Quarter..... 0.81 0.20
Fourth Quarter..... 0.31 0.13
</TABLE>
The last sale price of the Common Stock of Infinite was $.850 as of February
25, 2000, on the pink sheets.
As of February 25, 2000, there were 30,919,868 shares of Common Stock
outstanding, held of record by 324 shareholders. Infinite believes that there
are in excess of 900 beneficial holders of each of its publicly-traded
securities.
CAPITALIZATION
The following table sets forth the short-term debt and capitalization of
Harrison Digicom as of December 31, 1999 now known as Infinite. The pro forma
capitalization of Infinite as of May 31, 2000, giving effect to; (1) the sale
of the minimum of 100,000 shares at the price of $10.00 share (2) the sale of
the maximum of 1,000,000 shares at $10.00 per share, after deducting estimated
offering expenses.
<TABLE>
<CAPTION>
12/31/99 Minimum Maximum
<S> <C> <C> <C>
Capitalization of shareholders equity 182,336 982,336 9,982,336
</TABLE>
ITEM 21. EXECUTIVE COMPENSATION
The following table sets forth information concerning compensation of the
Company's Chief Executive Officer and the three other most highly compensated
executive officers (collectively, the "Named Executive Officers") for 1999:
29<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
NAME AND PRINCIPAL ---- FISCAL ANNUAL LONG TERM
-------POSITION DURING PERIOD YEAR COMPENSATION COMPENSATION
SALARY (OPTIONS)
------------------------------------ ------- ----------- ---------
<S> <C> <C> <C>
Donald L. Miller<F1><F2>............ | 1999 $ 150,000 $ 125,000
Chairman/Director
John W. Bush <F1><F3>............... | 1999 $ 150,000 $ 125,000
Chief Executive Officer/Director
Denton Guthrie <F1><F4>............. | 1999 $ 150,000 $ 125,000
Chief Financial Officer/Director
Howard Frantom<F1><F4><F7>.......... | 1999 $ 150,000 $ 125,000
Chief Operations Officer (former)
Kynaston Perriera <F1><F5>.......... | 1999 $ 120,000 $ 37,500
S.V.P International Affairs
John Alkire <F1><F6>................ | 1999 $ 96,000 $ 12,500
Vice President Engineering
---------------------------------
<FN>
Notes to Table
<F1> Payment of compensation has been deferred until such time as Infinite Networks Corporation generates
sufficient revenue or raises sufficient capital to pay salaries.
<F2> Purchase price of option shall be the maximum discount permitted per SEC requirements as of October 16, 1998.
One fifth of the awards awarded on the commencement date of each anniversary of the employment contract. An annual
bonus of 85% of base salary is payable as additional compensation, based on performance of Company before taxes and
extraordinary items, as directed by the Board of Directors.
<F3> Purchase price of option will be the maximum discount permitted per SEC requirements as of October 16, 1998.
One fifth of the awards will be awarded on the commencement date of each anniversary of the employment contract. An
annual bonus of 80% of base salary is payable as additional compensation, based on performance of Company before
taxes and extraordinary items, as directed by the Board of Directors.
<F4> Purchase price of option will be $.001 per share as awarded by the Board of Directors. One fifth of the awards
will be awarded on the commencement date of each anniversary of the employment contract. An annual bonus of 75% of
base salary is payable as additional compensation, based on performance of Company before taxes and extraordinary
items, as directed by the Board of Directors.
<F5> Purchase price of option will be $1.00 per share as awarded by the Board of Directors. One fifth of the awards
will be awarded on the commencement date of each anniversary of the employment contract. An annual bonus of 70% of
base salary is payable as additional compensation, based on performance of Company before taxes and extraordinary
items, as directed by the Board of Directors.
<F6> Purchase price of option will be $1.00 per share as awarded by the Board of Directors. One fifth of the awards
will be awarded on the commencement date of each anniversary of the employment contract. An annual bonus of 55% of
base salary is payable as additional compensation, based on performance of Company before taxes and extraordinary
items, as directed by the Board of Directors.
<F7> Infinite Networks has recently accepted Mr. Frantom resignation. No options have been awarded to executive
officers in fiscal year 1998 or 1999 to date.
</FN>
</TABLE>
EMPLOYMENT AGREEMENTS
Infinite has entered into employment agreements with each of John W. Bush, its
Chief Executive Officer and Director, Donald Miller, its Chairman of the
Board, Denton Guthrie, its Chief Financial Officer, and Howard Frantom, its
former Chief Operations Officer. All officer's employment agreements provide
for an initial term of five years from October/November, 1998. Messrs. Bush,
Perriera, and Alkire's agreements require them to devote full time to the
management and operations of Infinite, and Messrs. Guthrie and Miller's
agreements require them to devote their part time efforts to the management and
operations of Infinite. Salaries are summarized in the above table. All of
these officers also may be granted annual bonuses at the discretion of the
Board of Directors. Each of the agreements contains a provision prohibiting the
employee from disclosing trade secrets and confidential information, for a
period during the employment and for a period of two years thereafter, and from
competing with Infinite during the term of employment.
30<PAGE>
<U>ITEM 22.</U> <U>FINANCIAL STATEMENTS</U>
SUMMARY
CONSOLIDATED FINANCIAL DATA
The following summary of consolidated financial data should be read in
conjunction with management's discussion and analysis of financial condition
included in Item 17 on pages 22 - 24 of this prospectus, and operations and the
"Financial Statements", including the "Notes" thereto, included on pages F-6 to
F-10. The consolidated "Statement of Operations" data for the years ended
December 31, 1998, 1999 and the inception date of Mach 27, 1996 through
December 31, 1999 and the consolidated balance sheet data at December 31, 1998,
1999 are derived from Infinite's audited Consolidated Financial Statements
included on pages F-2 to F-5 of this Prospectus, and include all adjustments
that Infinite considers necessary for a fair presentation of the financial
position and results of operations at that date and for such periods.
The Financial Reports are titled "Harrison Digicom, Inc." as the name change to
Infinite Networks Corporation did not occur until after the closing date of the
field work.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>
Page
<S> <C>
Independent Auditors' Report F-1
Balance Sheets F-2
Statement of Operations F-3
Statement of Stockholders' Equity F-4
Statement of Cash Flows F-5
Notes to Financial Statements F-6 to 10
</TABLE>
31<PAGE>
STRABALA, RAMIREZ, & ASSOCIATES
CERTIFIED PUBLIC ACCOUNTANTS & CONSULTANTS
INDEPENDENT AUDITORS' REPORT
To: the Board of Directors
Harrison Digicom, Inc.
Norfolk, VA
We have audited the consolidated balance sheets of Harrison Digicom, Inc. (a
Nevada corporation) and subsidiaries as of December 31, 1999, and 1998, and
related consolidated statements of operations, shareholder's equity and cash
flows for the years then ended and for the period from inception March 27, 1996
through December 31, 1999. These financial statements are the responsibility
of Harrison Digiom, Inc.'s management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Harrison Digicom, Inc. as of
December 31, 1999 and 1998, and the results of its operations and cash flows
for the period indicated, in conformity with generally accepted accounting
principles.
The accompanying financial statements have been prepared assuming that Harrison
Digicom, Inc. will continue as a going concern. As shown in the financial
statements, Harrison Digicom, Inc. incurred a net loss of $4,775,363 for 1999
and incurred losses since inception. As of December 31, 1999, total
liabilities exceeded assets by $643,657. These factors and the others
discussed in Note 9, raise substantial doubt about Harrison Digicom, Inc's
ability to continue as a going concern. The financial statements do not
include any adjustments relating to the recoverability and classification of
recorded assets, or the amounts and classification of liabilities that might be
necessary in the event Harrison Digicom, Inc. cannot continue in existence.
STRABALA RAMIREZ, & ASSOCIATES, INC.,
<U>STRABALA RAMIREZ, & ASSOCIATES, INC.</U>
STRABALA RAMIREZ, & ASSOCIATES, INC.
February 3, 2000
Irvive, California
ORANGE COUNTY CORPORATE OFFICE
19762 MacArthur Blvd. Suite 100, Irvine, CA 92612 (949) 852-1606
FAX (949) 934-2935
F-1<PAGE>
HARRISON DIGICOM, INC.
(FORMERLY T2 LOGIC CORPORATION)
(A Development Stage Company)
BALANCE SHEET
<TABLE>
<S> <C> <C>
12/31/98 12/31/99
Assets
Cash and cash equivalents $ 15,543 $ 14,355
Notes and advances receivable 0 64,800
Property, plant and equipment, net 36,737 25,075
Telecommunication equipment held for sale 55,284 55,284
Film library 0 22,822
Pre-paids and other 149,021 0
Organization costs, net 3,714,565 0
Total Assets $3,971,150 $ 182,336
Liabilities and Shareholders' Equity:
Liabilities:
Accounts payable and accrued expenses $ 149,455 171,449
Related party loans and advances 889,123 654,644
Total liabilities 1,038,578 826,093
Commitments and contingencies 0 0
Minority interests (4,683) 0
Shareholders' equity:
Common Stock 31,073 24,681
($0.001 par value; 500,000,000 shares authorized.)
Additional paid-in capital 3,879,114 5,219,857
Subscription receivable 0 (140,000)
Deficit accumulated during development (972,932) (5,748,295)
Total shareholders' equity 2,937,255 (643,757)
Total Liabilities and
Shareholders' Equity $3,971,150 $182,336
</TABLE>
The accompanying notes are an integral part of these statements.
F-2<PAGE>
HARRISON DIGICOM, INC.
(FORMERLY T2 LOGIC CORPORATION)
(A Development Stage Company)
STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
Inception
(3/27/96)
through
12/31/98 12/31/99 12/31/99
<S> <C> <C> <C>
Revenues, net of cost of goods sold
of $21,841 in 1999 $ 0 $ 9,961 $ 10,019
Expenses
Salaries and consulting fees 132,946 898,053 1,031,000
Research and development in emerging markets 495,759 67,557 563,316
General administrative 240,125 585,306 895,726
Rent 21,453 29,120 50,573
Depreciation and amortization 11,707 7,011 24,105
Total expenses 901,990 1,587,047 2,564,720
Minority interests losses 3,499 292 4,975
Loss from continuing operations (898,491) (1,576,794) (2,549,726)
Loss from discontinued operations 0 (3,198,569) (3,198,569)
Net loss $ (898,491) $(4,775,363) $(5,748,295)
Net loss per share available to
common shareholders $ (0.16) $ (0.32) $ (0.70)
Weighted average number of common
shares outstanding 5,549,175 14,733,489 8,193,943
</TABLE>
The accompanying notes are an integral part of these statements.
F-3<PAGE>
HARRISON DIGICOM, INC.
(FORMERLY T2 LOGIC CORPORATION)
(A Development Stage Company)
STATEMENT OF SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>
Common Stock Deficit
Additional Accumulated
Paid-In During
Shares Amount Capital Development Total
<S> <C> <C> <C> <C> <C>
BALANCE,
DECEMBER 31, 1997 3,293,650 3,294 68,928 (74,441) (2,219)
Shares issued for cash,
net of offering costs 1,046,650 1,046 715,103 716,149
Shares issued as a deposit
for film library 2,462,500 2,463 2,463
Shares issued for services 24,269,500 24,270 3,095,083 3,119,353
Net Loss (898,491) (898,491)
BALANCE,
DECEMBER 31, 1998 31,072,300 31,073 3,879,114 (972,932) 2,937,255
Shares issued for cash,
net of offering cost 3,080,760 3,081 325,844 328,925
Shares issued for
services 1,880,000 1,880 1,789,385 1,791,265
Shares returned and
canceled (10,000,000) (10,000) (4,301,331) (4,311,331)
May 27, 1999 - 1:4
reverse stock split (19,524,795) 0
Shares issued for cash,
net of offering costs 2,523,306 10,093 709,509 719,602
Shares issued for
equipment acquisition 9,674,689 38,699 38,699
Shares issued for
services 4,154,431 16,618 2,659,443 2,676,061
Par value changed
from $.004 to $.001 (68,583) 68,583 0
Shares issued for cash,
net of offering costs 10,000 10 1,990 2,000
Shares issued for services,
including directors' fees 1,809,984 1,810 87,320 89,130
Subscription receivable,
December 31, 1999 (466,667) (467) (139,533) (140,000)
Net Loss (4,775,363) (4,775,363)
BALANCE,
DECEMBER 31, 1999 24,214,008 24,214 5,080,324 (5,748,295) (643,757)
</TABLE>
The accompanying notes are an integral part of these statements.
F-4<PAGE>
HARRISON DIGICOM, INC.
(FORMERLY T2 LOGIC CORPORATION)
(A Development Stage Company)
STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
Inception
(3/27/96)
through
12/31/98 12/31/99 (12/31/99)
<S> <C> <C> <C>
Cash flows from operating activities
Net loss $ (898,491) $ (4,775,363) $ (5,748,295)
Adjustments to reconcile net loss to
cash from operating activities:
Depreciation and amortization 11,707 7,011 24,105
Gain on the sale of computers (5,528) (5,528)
Shares issued for services 3,119,353 245,125 3,386,700
Loss from discontinued operations 3,198,569 3,198,569
Minority interests losses (3,499) (292) (4,975)
Changes in assets and liabilities:
Pre-paids and other (140,836) (149,021)
Notes and advances receivable (4,800) (4,800)
Accounts payable and accrued expenses 136,516 59,356 208,811
Related party loans and advances 212,094 471,281 1,319,824
Cash provided by (used in) operating activities 2,436,844 (804,641) 2,225,390
Cash flows from investing activities
Proceeds from sales of property, plant and equipment 21,840 21,840
Organization costs (3,099,139) (3,728,289)
Acquisition of property, plant and equipment (38,951) (47,324) (99,671)
Costs to digitize film library (21,591) (21,591)
Cash used in investing activities (3,099,139) (47,075) (3,827,711)
Cash flows from financing activities
Proceeds from sale of common stock 716,149 850,527 1,616,676
Net increase (decrease) in cash and cash equivalents $ 14,909 $ (1,189) $ 14,355
Cash and cash equivalents, beginning of period 634 15,543
Cash and cash equivalents end of period $ 15,543 $ 14,355 $ 14,355
(0) (0) (0)
SUPPLEMENTAL DISCLOSURES:
Cash paid for interests $2,758 $6,268 $9,026
Cash paid for income taxes 0 0 0
<CAPTION>
Common stock was issued for services, telecommunication equipment held for sale and film library (See Notes).
</TABLE>
The accompanying notes are an integral part of these statements.
F-5<PAGE>
HARRISON DIGICOM, INC.
(FORMERLY T2 LOGIC CORPORATION)
(A Development Stage Company)
Notes to the December 31, 1998 and December 31, 1999 Financial Statements
1. HISTORY AND CURRENT OPERATIONS
HISTORY. Harrison Digicom, Inc. (the Harrison Digicom or Company), formerly
T-2 Logic Corporation, organized on March 27, 1996 in Nevada. The Company
remained dormant until March 1998, when it entered into a share exchange
agreement with the owners of Harrison Industries, obtaining both voting and
management control. The transaction was treated as a reorganization and
re-capitalization, as required by the Securities Exchange Commission. In
conjunction with the reorganization, the Company changed its name to Harrison
Digicom. During 1998, Harrison Digicom focused its efforts developing
opportunities in the telecommunications industry in Vietnam, through their
wholly-owned subsidiary AirTel USA and their 70% ownership interest in the
joint venture Saigon ETMC.
Pre-operating activities slowed considerably during the second quarter of 1998
due to lack of capitalization. In October 1998, new management was brought in
to assist in restructuring the Company and to secure capitalization. On
January 26, 1999, Harrison Digicom discontinued all pre-operating activities of
both subsidiaries, ending all operations in Vietnam (see Note 2).
In December 1999, the Company entered into a share exchange agreement with the
owners of International Television Film Productions, Inc. (ITFP), a Nevada
corporation, obtaining both voting and management control. The transaction was
treated as a reorganization and re-capitalization, as required by the
Securities Exchange Commission. In conjunction with the transaction, the
Company acquired a film library of nine television films.
CURRENT OPERATIONS. Harrison Digicom, still in the development stage, continues
to explore opportunities in the communications arena. Management is currently
targeting the global marketplace as proliferation of the Internet is continuing
to develop. Management has reviewed this pervasive computer market and will
focus on real-time information delivery in the medical and transportation
industries. Growth plans are to acquire high technology companies that add
synergy to the Harrison Digicom long-term goals.
2. DISCONTINUED OPERATIONS
On January 26, 1999, the Board of Directors adopted a plan to discontinue all
operations of their two subsidiaries, Airtel USA and Saigon ETMC. All shares
provided to the major owners of Harrison Industries in conjunction with the
March 1998, (discussed in Note 1) transaction were returned or canceled in
exchange for both of the original subsidiaries.
3. ACCOUNTING POLICIES
BASIS OF CONSOLIDATION. The accompanying consolidated financial statements
include the accounts of the Company and its wholly-owned and majority-owned
subsidiaries. Inter-company transactions and balances have been eliminated in
consolidation.
CASH AND CASH EQUIVALENTS. The Company includes cash and short term deposits
with maturities less than ninety days as cash and cash equivalents in the
accompanying financial statements.
F-6<PAGE>
3. ACCOUNTING POLICIES (continued)
PROPERTY, PLANT AND EQUIPMENT. Property, plant and equipment are stated at
cost. Additions, renovations, and improvements are capitalized. Maintenance
and repairs, which do not extend asset lives, are expensed as incurred.
Depreciation is provided on a straight-line basis over the estimated useful
lives (5 to 7 years).
ORGANIZATION COSTS. The Company continues to seek opportunities in emerging
markets; costs incurred to establish operations in various locations are
capitalized. Once operations begin, the applicable organization costs are
amortized over 5 years. If operations are terminated, the related organization
costs are charged to expense.
INCOME TAXES. The Company has made no provision for income taxes because of
financial statements and income tax losses since inception. A valuation
allowance has been used to offset the recognition of any deferred tax assets
due to the uncertainty of future realization. The use of any tax loss
carryforward benefits may also be limited.
ROYALTY INCOME. The Company licenses rights to use its film library. Revenues
are recognized in the period earned. Non-cancellable advances and guarantees
are recognized over the license period.
SHARES ISSUED FOR SERVICES. The fair value of common stock issued for services
rendered is determined by the Company's officers and directors.
NET LOSS PER COMMON SHARE. Basic earnings/losses per common share (Basic EPS)
excludes dilution and is computed by dividing net loss available to common
shareholders (the numerator) by the weighted average number of common shares
outstanding (the denominator) during the period. Diluted earnings/losses per
common share (Diluted EPS) is similar to the computation of Basic EPS except
that the denominator is increased to include potential common shares (for
example, stock options), demonstrating the decrease in earnings per share had
potential common shares been issued. Diluted EPS excludes any potential common
share that is anti-dilutive; that is, Diluted EPS excludes potential common
shares that increase earnings per share. In 1999 and 1998, all potential
common shares are anti-dilutive; therefore, Basic EPS equals Diluted EPS.
Net loss available to common shareholders
---------------------------------------------------- = Basic and Diluted EPS
Weighted average number of common shares outstanding
USE OF ESTIMATES. The preparation of financial statements, in conformity with
generally accepted accounting principles, requires management to make
estimates. Those estimates affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results may differ from those estimates.
4. TELECOMMUNICATION EQUIPMENT HELD FOR SALE
In 1998, the Company acquired telecommunication equipment by issuing 13,820,985
shares of common stock. (See Note 7 for discussion about the effective change
in ownership of the Company with the issuance of stock in conjunction with this
transaction.) The equipment was originally manufactured by a third party under
a government contract to provide secure telecommunication equipment and lines
to the Armed Forces in overseas operations. Prior to delivering the equipment,
the government canceled the order. Harrison Digicom holds the equipment for
resale; they are actively marketing the equipment in Africa.
F-7<PAGE>
5. FILM LIBRARY
In 1999, the Company acquired a film library through a share exchange agreement
with ITFP, the majority of which was owned by an officer, director and
controlling shareholder (see Note 7). The Company agreed to issue 1,321,250
shares of common stock in conjunction with the acquisition (see Note 9). The
Company incurred additional costs to digitize the films; those costs have been
added to the basis.
The film content centers on supernatural or unexplained phenomenon. The
Company licenses rights to release the films at the box office, to broadcast
clips of the films or the films in their entirety and to reproduce the films on
video and DVD. Royalty rates range from 20% to 50% depending on format, venue,
length, etc.
6. PROPERTY, PLANT AND EQUIPMENT
The following is a summary of property, plant and equipment and the related
accumulated depreciation:
<TABLE>
<S> <C> <C>
12/31/1998 12/31/1999
Office equipment, cost $ 52,347 $ 31,012
Less: Accumulated depreciation (15,610) (5,937)
$ 36,737 $ 25,075
</TABLE>
The Company added approximately $47,000 of office equipment in 1999. However,
in connection with discontinued operations in Vietnam, noted in Note 2, the
Company disposed of all office equipment owned prior to 1999; the write-off is
included in "loss on discontinued operations" in the accompanying financial
statements.
7. RELATED PARTY TRANSACTIONS
RELATED PARTY LOANS AND ADVANCES. From time to time, the Company advances or
borrows monies to and/or from officers and directors of the Company. These
advances or borrowings are non-interest bearing and short-term. As of December
31, 1998 and 1999, borrowings totaled $889,123 and $654,644, including the
deferred payment of all officers' salaries.
TELECOMMUNICATION EQUIPMENT HELD FOR SALE. As discussed more fully in Note 4,
the Company acquired telecommunications equipment during 1998 in exchange for
common stock. After the stock issuance, the two sellers owned over 50% of the
outstanding stock in the Company; they were named as officers and directors,
effectively taking over management of the Company. As a result, the Company
recorded the equipment at approximately the same basis as it was carried on the
sellers' books.
FILM LIBRARY. As discussed more fully in Note 5, the Company acquired a film
library in 1999 for common stock. An officer, director and controlling
shareholder owned 50% of the seller. As a result, the Company recorded the
film library at approximately the same basis as it was carried on the seller's
books. Additionally, the Company pays consulting fees of $2,000 month to the
other prior owner for continuing efforts to manage and market the library.
F-8<PAGE>
8. SHAREHOLDERS' EQUITY
DEVELOPMENT STAGE COMPANY. Generally accepted accounting principles require
disclosing stock issued since inception for development stage companies. The
following chart summarizes shares issued from inception (March 27, 1996)
through December 31, 1999.
<TABLE>
<S> <C> <C> <C>
Shares Par Value Paid-in Capital
BALANCE, INCEPTION (MARCH 27, 1996) 0 0 0
Shares issued for cash, net of offering costs 250,000 250 9,750
Shares issued for services 201,320 202 21,637
December 4, 1996 5:1 stock split 1,805,280 1,805 (1,805)
Shares issued for cash, net of offering costs 1,000,000 1,000 39,000
Shares issued for services 37,050 37 346
BALANCE, DECEMBER 31, 1996 3,293,650 3,294 68,928
BALANCE, DECEMBER 31, 1997 3,293,650 3,294 68,928
Shares issued for cash, net of offering costs 1,046,650 1,046 715,103
Shares issued as a deposit for film library 2,462,500 2,463 0
Shares issued for services 24,269,500 24,270 3,095,083
BALANCE, DECEMBER 31, 1998 31,072,300 31,073 3,879,114
Shares issued for cash, net of offering costs 3,080,760 3,081 325,844
Shares issued for services 1,880,000 1,880 1,789,385
Shares returned and canceled (10,000,000) (10,000) (4,301,331)
May 27, 1999 1:4 reverse stock split (19,524,795) 0 0
Shares issued for cash, net offering costs 2,523,306 10,093 709,509
Shares issued for equipment acquisition 9,674,689 38,699 0
Shares issued for services 4,154,431 16,618 2,659,443
Change in par value ($0.004 to 0.001) 0 (68,583) 0
Shares issued for cash, net of offering costs 10,000 10 1,990
Shares issued for services, including directors' fees 1,809,984 1,810 87,320
Subscription receivable, December 31, 1999 (466,667) (467) (139,533)
BALANCE DECEMBER 31, 1999 24,214,008 $ 24,214 $ 5,080,324
</TABLE>
STOCK BASED COMPENSATION. The Company issued 1,419,840 shares of stock to its
directors as compensation for services provided during 1999. In accordance
with APB 25, Accounting for Stock Issued to Employees, $88,740 in compensation
was recognized based on the estimated market value of restricted stock on the
date of grant, December 29, 1999.
Stock options: See Note 9.
9. COMMITMENTS AND CONTINGENCIES
GOING CONCERN. The Company has minimal capital resources presently available to
meet obligations that normally can be expected to be incurred by similar
companies, and with which to carry out its planned activities. These factors
raise substantial doubt about the Company's ability to continue as a going
concern. Management is seeking additional equity financing to fund planned
operations. However, there is no assurance that the Company will be able to
obtain such financing. The accompanying financial statements do not include
any adjustments that might result from the outcome of this uncertainty.
COMMON STOCK. The Company acquired telecommunications equipment for stock in
1998; as of December 31, 1999, approximately 4.1 million shares of common stock
remained un-issued (see Note 10). Additionally, the Company acquired a film
library for stock in 1999; as of December 31, 1999, approximately 615 thousand
shares of common stock remain un-issued. The Board intends to issue the shares
in 2000. Lastly, during 1999, the Company received a $470,000 commitment from
an investor; as of December 31, 1999, approximately $200,000 remained
outstanding (see Note 10).
TELECOMMUNICATION EQUIPMENT HELD FOR SALE. The Company received a letter of
intent from the Democratic Republic of the Congo to acquire all of the
telecommunications equipment held for sale. Management believes the sale will
be completed in 2000.
F-9<PAGE>
9. COMMITMENTS AND CONTINGENCIES (continued)
FILM LIBRARY. The Company licensed film rights during 1999. The licensee
projected Harrison Digicom's royalty income for 2000 at approximately $150,000.
EMPLOYMENT CONTRACTS AND STOCK OPTIONS. The Company entered into employment
contracts with the officers of the Company. Each contract covers a five year
period. Base pay is stipulated and ranges between $96,000 and $150,000.
Bonuses are permitted based on performance of the Company and the executive,
ranging between 55% and 85% of the executive's base pay. The contracts each
grant options every year. After adjustment for the 4:1 reverse stock split in
May 1999, stock options to be granted total 600,000, one fifth of which is due
each contract year. The price per option ranges from $0.001 to $1.00. None of
the options have been granted; however, it is the Board's intention to do so.
LEASE COMMITMENT. The Company leases office space in California and Nevada and
storage space in Oregon, on a month to month basis. Monthly rent payments
total approximately $3,500.
MERGERS AND ACQUISITIONS. From time to time, the Company enters into merger
and acquisition opportunities. As of December 31, 1999, the Company had no
such commitments. However, The Company continues researching and developing
opportunities to merge with or acquire operating Companies in order to maximize
shareholder value.
PUBLIC RELATIONS. The Company entered into a contract with a public relations
firm to provide services valued at approximately $54,000, from November 1999
through November 2000 for $270,000 shares of unrestricted common stock.
10. SUBSEQUENT EVENTS
SUBSCRIPTIONS RECEIVABLE. The Company collected $60,000 of subscriptions
receivable after December 31, 1999; these receivables are reflected in assets
in the accompanying financial statements.
TELECOMMUNICATIONS EQUIPMENT HELD FOR SALE. On January 6, 2000, the Company
issued 4,146,296 shares of common stock, representing all un-issued shares, as
required by the acquisition agreement.
UNAUDITED AMENDMENT OF ARTICLES OF INCORPORATION. On February 8, 2000, the
Company filed a Certificate of Amendment of Articles of Incorporation with the
State of Nevada for a name change from Harrison Digicom, Inc. to Infinite
Networks Corporation.
UNAUDITED PROPOSED MERGER/ACQUISITION ACTIVITY. On February 8, 2000, the
Company entered into negotiations to acquire all of the outstanding common
stock of Infinite Networks Corporation ("INC Florida"), a Florida corporation,
in exchange for 2,727,272 shares of Harrison Digicom common stock. INC Florida
incorporated in 1998 and to date has had minimal activities, other than a
$600,000 prepayment of loan fees to secure a $10,000,000 loan commitment. INC
Florida is significantly owned by a previous director of Harrison Digicom who
resigned his position with the Company in contemplation of this proposed
transaction.
The acquisition was completed February 15, 2000; as a result, historical
financial information presented in future reports will be restated to include
INC Florida. As required by the Securities Exchange Commission, the
transaction will be accounted for as a reorganization and recapitalization.
UNAUDITED CONTINGENT STOCK PURCHASE COMMITMENT. A former director of Harrison
Digicom is a significant shareholder of Premium Management Services, Ltd.
(PMS), a Bermuda corporation. PMS has committed to purchasing 1,000,000 shares
of the company's common stock for $10,000,000 upon completion of the successful
filing with the Securities Exchange Commission.
F-10<PAGE>
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THIS OFFERING
OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION AND REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY INFINITE NETWORKS CORPORATION OR BY THE UNDERWRITERS. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER
TO BUY ANY SECURITY OTHER THAN THE SECURITIES OFFERED BY THIS PROSPECTUS, OR AN
OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES BY ANY PERSON
IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IS
UNLAWFUL. THE DELIVERY OF THIS PROSPECTUS SHALL NOT, UNDER ANY CIRCUMSTANCES,
CREATE ANY IMPLICATION THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO THE DATE OF THIS PROSPECTUS.
------------------------
INFINITE NETWORKS
CORPORATION
1,000,000 SHARES OF COMMON STOCK
------------------------
PROSPECTUS PART II - ADDITIONAL INFORMATION NOT REQUIRED
------------------------
March 15 ,2000
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
INDEX TO PROSPECTUS PART II
ITEM 24 INDEMNIFICATION OF DIRECTORS AND OFFICERS 32
ITEM 25 OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION 32
ITEM 26 RECENT SALES OF UNREGISTERED SECURITIES 33
ITEM 27 EXHIBITS 36
ITEM 28 UNDERTAKINGS 36
- ------------------------------------------------------------------------------
<U>ITEM 24.</U> <U>INDEMNIFICATION OF DIRECTORS AND OFFICERS</U>
NRS 78.751 provides that Infinite may provide in its articles of incorporation,
by laws or by agreement, to indemnify Infinite's officers and directors and
affects their liability in that capacity, for any and all costs incurred in
defending a civil or criminal action, suit or proceeding must be paid by the
corporation as they are incurred and in advance of the final disposition of the
action, suit or proceeding, upon receipt of an undertaking by or on behalf of
the director or officer to repay the amount if it is ultimately determined by a
court of competent jurisdiction that he is not entitled to be indemnified by
the corporation. The provisions of this subsection do not affect any rights to
advancement of expenses to which corporate personnel other than directors or
officers may be entitled under any contract or otherwise by law.
Infinite's By-Laws and Articles of Incorporation, as amended, substantively
provide that Infinite indemnify its officers, directors, employees and agents
to the fullest extent permitted by NRS 78.751.
<U>ITEM 25.</U> <U>OTHER EXPENSES OF ISSUANCES AND DISTRIBUTION</U>
The Registrant estimates that expenses payable by it in connection with the
Offering described in this Registration Statement (other than the underwriting
discount and commissions and reasonable expense allowance) will be as follows:
<TABLE>
<S> <C>
SEC registration fee........................................... $ 2,640
Printing and engraving expenses................................ $ 0
Accounting fees and expenses................................... $150,000
Legal fees and expenses (other than Blue Sky).................. $ 20,000
Blue sky fees and expenses (including legal and filing fees)... $ 8,000
Miscellaneous.................................................. $ 19,360
Total...................................................... $200,000
----------
</TABLE> 32<PAGE>
<U>ITEM 26.</U> <U>RECENT SALES OF UNREGISTERED SECURITIES</U>
The following securities were issued by Infinite within the past three years
and were not registered under the Securities Act. The shares issued in the
below transactions are reported directly from Infinite's stock transaction
report. These numbers have been adjusted to account for the reverse stock split
of June 1999. Actual shares issued could vary due to archive accounts which
are not adjusted for the reverse stock split.
On April 21, 1998, Infinite issued 22,375,000 pre-split shares to 23 entities
and individuals as part of the reorganization plan of March 20, 1998. The
stock was not registered, and part was transferred in pursuant to the exemption
for private placement of stock contained within Section 4 (2) of the Securities
Act. The remaining stock was transferred pursuant to the exemption for private
placement of stock contained within Section 4 (2) of the Securities Act,
Regulation D, Rule 504. No underwriter was used in the transaction.
In June 12, 1998, Infinite issued 125,000 shares to 1 individual as payment for
services within the contractual agreement properly executed by the company.
The stock was not registered, and was transferred in pursuant to the exemption
for private placement of stock contained within Section 4 (2) of the Securities
Act. No underwriter was used in the transaction.
In June 23, 1998, Infinite issued 94,959 shares to 94 individuals as payment
for services rendered. The stock was not registered, and was transferred
pursuant to the exemption for private placement of stock contained within
Section 4 (2) of the Securities Act. No underwriter was used in the
transaction.
In June 30, 1998, Infinite issued 763 shares to 1 individual for services
rendered. The stock was not registered, and was transferred pursuant to the
exemption for private placement of stock contained within Section 4 (2) of the
Securities Act. No underwriter was used in the transaction.
In July 6, 1998, Infinite issued 2,812,500 shares to 1 individual and 1 entity
to raise funds for the company. 2,500,000 shares were subsequently canceled
when funding did not go through. The stock was not registered, and was
transferred pursuant to the exemption for private placement of stock contained
within Section 4 (2) of the Securities Act. No underwriter was used in the
transaction.
In July 20, 1998, Infinite issued 879,875 shares to 81 individual as for
services rendered. The stock was not registered, and was transferred pursuant
to the exemption for private placement of stock contained within Section 4 (2)
of the Securities Act. No underwriter was used in the transaction.
In July 20, 1998, Infinite issued 4,688 shares to 1 individual for money. The
stock was not registered, and was transferred pursuant to the exemption for
private placement of stock contained within Section 4 (2) of the Securities
Act. No underwriter was used in the transaction.
In August 8, 1998, Infinite issued 50,000 shares to 1 individual as services
rendered. The stock was not registered, and was transferred pursuant to the
exemption for private placement of stock contained within Section 4 (2) of the
Securities Act. No underwriter was used in the transaction.
In October 23, 1998, Infinite issued 20,313 shares to 1 individual to adjust
for the fall in stock price. The stock was not registered, and was transferred
pursuant to the exemption for private placement of stock contained within
Section 4 (2) of the Securities Act. No underwriter was used in the
transaction.
33<PAGE>
In December 9, 1998, Infinite issued 115,625 shares to 1 individual as the
deposit for film library. The stock was not registered, and was transferred
pursuant to the exemption for private placement of stock contained within
Section 4 (2) of the Securities Act. No underwriter was used in the
transaction.
In December 18, 1998, Infinite issued 500,000 shares to 1 individual and 1
entity as the remaining deposit for film library. The stock was not
registered, and was transferred pursuant to the exemption for private placement
of stock contained within Section 4 (2) of the Securities Act. No underwriter
was used in the transaction.
In December 18, 1998, Infinite issued 343,000 shares to 1 entity for cash. The
stock was not registered, and was transferred pursuant to the exemption for
private placement of stock contained within Section 4 (2) of the Securities
Act. No underwriter was used in the transaction.
In January 15, 1999, Infinite issued 500,000 shares to 1 entity for cash. The
stock was not registered, and was transferred pursuant to the exemption for
private placement of stock contained within Section 4 (2) of the Securities
Act, Regulation D, Rule 504. No underwriter was used in the transaction.
In February 2, 1999, Infinite issued 1,200,000 shares to 1 entity as part of
the purchase agreement. The stock was not registered, and was transferred
pursuant to the exemption for private placement of stock contained within
Section 4 (2) of the Securities Act, Regulation S. No underwriter was used in
the transaction.
In March 3, 1999, Infinite issued 60,000 shares to 1 entity for services
rendered. The stock was not registered, and was transferred pursuant to the
exemption for private placement of stock contained within Section 4 (2) of the
Securities Act, Regulation D, Rule 504. No underwriter was used in the
transaction.
In March 3, 1999, Infinite issued 400,000 shares to 1 entity for services
rendered. The stock was not registered, and was transferred pursuant to the
exemption for private placement of stock contained within Section 4 (2) of the
Securities Act, Regulation S. No underwriter was used in the transaction.
In March 14, 1999, Infinite issued 116,369 shares to 1 entity for cash. The
stock was not registered, and was transferred pursuant to the exemption for
private placement of stock contained within Section 4 (2) of the Securities
Act, Regulation D, Rule 504. No underwriter was used in the transaction.
In March 14, 1999, Infinite issued 5,000 shares to 1 entity for services
rendered. The stock was not registered, and was transferred pursuant to the
exemption for private placement of stock contained within Section 4 (2) of the
Securities Act, Regulation D, Rule 504. No underwriter was used in the
transaction.
In March 14, 1999, Infinite issued 50,000 shares to 1 entity for services
rendered. The stock was not registered, and was transferred pursuant to the
exemption for private placement of stock contained within Section 4 (2) of the
Securities Act, Regulation D, Rule 504. No underwriter was used in the
transaction.
In March 19, 1999, Infinite issued 528,821 shares to 1 entity for cash. The
stock was not registered, and was transferred pursuant to the exemption for
private placement of stock contained within Section 4 (2) of the Securities
Act, Regulation D, Rule 504. No underwriter was used in the transaction.
In June 10, 1999, Infinite issued 88,968 shares to 1 entity for services
rendered. The stock was not registered, and was transferred pursuant to the
exemption for private placement of stock contained within Section 4 (2) of the
Securities Act. No underwriter was used in the transaction.
34<PAGE>
In June 28, 1999, Infinite issued 4,571 shares to 2 entities for services
rendered. The stock was not registered, and was transferred pursuant to the
exemption for private placement of stock contained within Section 4 (2) of the
Securities Act. No underwriter was used in the transaction.
In June 28, 1999, Infinite issued 9,674,689 shares to 2 entities in exchange
for communications equipment. The stock was not registered, and was transferred
pursuant to the exemption for private placement of stock contained within
Section 4 (2) of the Securities Act. No underwriter was used in the
transaction.
In July 6, 1999, Infinite issued 500,000 shares to 1 entity for a settlement.
The stock was not registered, and was transferred pursuant to the exemption for
private placement of stock contained within Section 4 (2) of the Securities
Act. No underwriter was used in the transaction.
In August 3, 1999, Infinite issued 103,305 shares to 1 entity for cash. The
stock was not registered, and was transferred pursuant to the exemption for
private placement of stock contained within Section 4 (2) of the Securities
Act. No underwriter was used in the transaction.
In August 4, 1999, Infinite issued 4,000,000 shares to 1 entity for settlement.
The stock was not registered, and was transferred pursuant to the exemption for
private placement of stock contained within Section 4 (2) of the Securities
Act. No underwriter was used in the transaction.
In August 5, 1999, Infinite issued 88,968 shares to 1 entity for services
rendered. The stock was not registered, and was transferred pursuant to the
exemption for private placement of stock contained within Section 4 (2) of the
Securities Act. No underwriter was used in the transaction.
In August 11, 1999, Infinite issued 786,667 shares to 11 entities for services
rendered. The stock was not registered, and was transferred pursuant to the
exemption for private placement of stock contained within Section 4 (2) of the
Securities Act. No underwriter was used in the transaction.
In August 23, 1999, Infinite issued 58,000 shares to 1 entity for services
rendered. The stock was not registered, and was transferred pursuant to the
exemption for private placement of stock contained within Section 4 (2) of the
Securities Act. No underwriter was used in the transaction.
In August 23, 1999, Infinite issued 88,968 shares to 1 entity for services
rendered. The stock was not registered, and was transferred pursuant to the
exemption for private placement of stock contained within Section 4 (2) of the
Securities Act. No underwriter was used in the transaction.
In September 23, 1999, Infinite issued 66,667 shares to 1 entity for services
rendered. The stock was not registered, and was transferred pursuant to the
exemption for private placement of stock contained within Section 4 (2) of the
Securities Act. No underwriter was used in the transaction.
In September 23, 1999, Infinite issued 1,566,667 shares to 1 entity for cash.
The stock was not registered, and was transferred pursuant to the exemption for
private placement of stock contained within Section 4 (2) of the Securities
Act. No underwriter was used in the transaction.
In October 5, 1999, Infinite issued 160,000 shares to 1 entity for services
rendered and cash. The stock was not registered, and was transferred pursuant
to the exemption for private placement of stock contained within Section 4 (2)
of the Securities Act. No underwriter was used in the transaction.
In December 30, 1999, Infinite issued 1,168,936 shares to 7 entities for
services rendered. The stock was not registered, and was transferred pursuant
to the exemption for private placement of stock contained within Section 4 (2)
of the Securities Act. No underwriter was used in the transaction.
35<PAGE>
In December 30, 1999, Infinite issued 384,144 shares to 54 entities for
services rendered. The stock was not registered, and was transferred pursuant
to the exemption for private placement of stock contained within Section 4 (2)
of the Securities Act. No underwriter was used in the transaction.
<U>ITEM 27.</U> <U>EXHIBITS</U>
(a) The following exhibits are filed as part of this Registration
Statement:
<TABLE>
<S> <C>
EXHIBIT
NUMBER DESCRIPTION
- -------- -------------------------------------------------------------
3.1 Articles of Incorporation dated 3-22-96
3.2 Amendment to Articles of Incorporation dated 3-20-98
3.3 Amendment to Articles of Incorporation dated 3-20-98
3.4 Amendment to Articles of Incorporation dated 6-11-99
3.5 Amendment to Articles of Incorporation dated 12-16-99
3.6 Amendment to Articles of Incorporation dated 2-11-00
3.7 By-Laws
4.1 Form of Common Stock Certificate
5.1 Opinion of Kenneth G. Eade, Attorney at Law
8.1 Opinion Regarding Tax Matters(included in Exhibit 99.1)
10.1 Employment Agreement between Harrison Digicom and John W. Bush
10.2 Employment Agreement between Harrison Digicom and Donald Miller
10.3 Employment Agreement between Harrison Digicom and Denton Guthrie
10.4 Employment Agreement between Harrison Digicom and Howard Frantom
10.5 Employment Agreement between Harrison Digicom and Kynaston Perriera
10.6 Employment Agreement between Harrison Digicom and John Alkire
10.7 Reorganization Agreement between Harrison Industries and T2 Logic 3-20-98
10.8 Agreement between Harrison Digicom and Infinite Networks Corporation 10-16-98
10.9 Agreement between Harrison Digicom and Martin Communications, Inc. 11-19-98
10.10 Agreement between Harrison Digicom and National Sales Corp. 12-15-98
10.11 Business Cooperation Agreement between Company and Claudia Sec. Sys. 12-15-98
10.12 Agreement between Harrison Digicom & American Cambodian Telecom Ltd. 1-7-99
10.13 Agreement between Martin Communications, Inc. and Claudia Sec. Sys. 1-22-99
10.14 Business Cooperation Agreement between Company and Venro Pet.Corp. 2-18-99
10.15 Release Agreement between Harrison Digicom and Transpac 6-21-99
10.16 Engagement & Consulting Agreement between Harrison Digicom & GCR/Highland LLC 7-9-99
10.17 Agreement between Harrison Digicom and Olympic Capital, LLC 7-27-99
10.18 Release Agreement between Harrison Digicom and Sierra Nevada Advisors, Inc. 7-29-99
10.19 Release Agreement between Harrison Digicom and RCCommunications 10-15-99
10.20 Agreement between Harrison Digicom & International Television Film Production 12-10-99
10.21 Agreement and Plan of Reorganization between Harrison Digicom & International Television Film Production 12-29-99
10.22 Contingent Stock Purchase Commitment of Premium Management Services, Ltd. 2-10-00
10.23 Agreement between Harrison now Infinite (Nevada) & Infinite (Florida) 2-15-00
17.1 Letter Regarding Resignation of Directors 12-29-99
22.1 Board Resolution: Reorganization of T2 Logic 3-20-98
23.1 Consent Strabala, Ramirez & Associates
23.2 Consent of Kenneth G. Eade
------------------------
</TABLE>
<U>ITEM 28.</U> <U>UNDERTAKINGS</U>
The undersigned Company hereby undertakes to:
(a)(1) File, during any period in which it offers or sells securities, a
post-effective amendment to this Registration Statement to:
(i) Include any prospectus required by Section 10(a)(3) of the
Securities Act;
36<PAGE>
(ii) Reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the information in
the Registration Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range may
be reflected in the form of prospectus filed with the SEC pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price represent no more
than a 20 percent change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective registration
statement;
(iii) Include any additional or changed material information on the
plan of distribution.
(2) For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial bona
fide offering.
(3) File a post-effective amendment to remove from registration any of
the securities that remain unsold at the end of the offering.
(b) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of Infinite Networks pursuant to the provisions referred to under Item
24 of this Registration Statement, or otherwise, Infinite Networks has been
advised that in the opinion of the SEC such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by Infinite Networks Corporation of expenses incurred
or paid by a director, officer or a controlling person of Harrison Digicom in
the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of competent
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
(c)(1) For determining any liability under the Securities Act, treat the
information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form of
prospectus filed by Harrison Digicom under Rule 424(b)(1), or (4), or 497(h)
under the Securities Act as part of this Registration Statement as of the time
the SEC declared it effective.
(2) For determining any liability under the Securities Act, treat each
post-effective amendment that contains a form of prospectus as a new
registration statement for the securities offered in the registration
statement, and that offering of the securities at that time as the initial bona
fide offering of those securities.
ADDITIONAL INFORMATION
Infinite Networks Corporation has filed with the SEC a registration statement
on Form SB-2 under Securities Act, with respect to the securities. This
prospectus, which forms a part of the registration statements, does not contain
all of the information set forth in the registration statement as permitted by
applicable SEC rules and regulations. Statements in this prospectus about any
contract, agreement or other document are not necessarily complete. With
respect to each such contract, agreement, or document filed as an exhibit to
the registration statement, reference is made to the exhibit for a more
complete description of the matter involved, and each such statement is
qualified in its entirety by this reference.
The registration statement may be inspected without charge and copies may be
obtained at prescribed rates at the SEC's public reference facilities at
Judiciary Plaza, 450 Fifth Street NW, Room 1024, Washington, DC 20549, or on
the Internet at http://www.sec.gov.
37<PAGE>
Infinite Networks Corporation will furnish to its shareholders annual reports
containing audited financial statements reported on by independent public
accountants for each fiscal year and make available quarterly reports
containing reviewed financial information for the first three quarters of each
fiscal year.
SIGNATURES
In accordance with the requirements of the Securities Act, the
registrant certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form SB-2 and authorized this registration
statement to be signed on its behalf by the undersigned, in the City of Costa
Mesa, State of California, on March 15, 2000.
INFINITE NETWORKS CORPORATION
BY:
<U>JOHN W. BUSH</U>
JOHN W. Bush
Chief Executive Officer/Director
In accordance with the requirements of the Securities Act, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates stated.
<U>JOHN W. BUSH</U>
JOHN W. BUSH
Chief Executive Officer/Director
March 15, 2000
<U>DONALD L. MILLER</U>
DONALD L. MILLER
Chairman, Board of Directors
March 15, 2000
<U>RAFAEL ROJAS</U>
RAFAEL ROJAS
Director
March 15, 2000
<U>DENTON GUTHRIE</U>
DENTON GUTHRIE
Chief Financial Officer/Director
March 15, 2000
38
<U>EXHIBIT 3.1 ARTICLES OF INCORPORATION OF T2 LOGIC, INC.</U>
Articles of Incorporation of T2 Logic Corporation
First. The name of the corporation is: T2 Logic Corporation
Second. Its registered office in the State of Nevada is located at 1905 South
Eastern Ave., Las Vegas Nevada, 89104, that this Corporation may maintain an
office, or offices, in such other place within or without the State of Nevada
as may be from time to time designed by the Board of Directors, or by the
By-Laws of said Corporation, and that this Corporation may conduct all
Corporation business of every kind and nature, including the holding of all
meetings of Directors and stockholders, outside the state of Nevada as well as
within the state of Nevada.
Third. The objects for which this Corporation is formed are: To engage in
any lawful activity, including, but not limited to the following:
Shall have such rights, privileges and powers as may be conferred upon
corporations by any existing law. May at any time exercise such rights,
privileges and powers, when not inconsistent with the purposes and objects for
which this corporation is organized.
Shall have power to have succession by its corporate name for the period
limited in its certificate or articles of incorporation, and when no period is
limited, perpetually, or until dissolved and its affairs wound up according to
law.
Shall have the power to effect litigation in its own behalf and interest in
any court of law.
Shall have power to make contracts.
Shall have power to hold, purchase and convey real and personal estate and
mortgage or lease any such real and personal estate with its franchises. The
power to hold real and personal estate shall include the power to take the same
by devise or bequest in the State of Nevada, or in any other state, territory
or country.
Shall have power to appoint such officers and agents as the affairs of the
corporation shall require, and to allow them suitable compensation.
Shall have power to make By-Laws not inconsistent with the constitution or
laws of the United States, or of the State of Nevada, for the management,
regulation and government of its affairs and property, the transfer of its
stock, the transaction of its business, and the calling and holding of meetings
of its stockholders.
Shall have power to dissolve itself.
Shall have power to adopt and use a common seal or stamp, and alter the
same. The use of a seal or stamp by the corporation on any corporate documents
is not necessary. The corporation may use a seal or stamp, if it desires, but
such use or nonuse shall not in any way affect the legality or the document.
Shall have power to borrow money and contract debts when necessary for the
transaction of its business, or for the exercise of its corporate rights,
privileges, or franchises, of for any other lawful purpose of its
incorporation; to issue bonds, promissory notes, bills or exchange, debentures,
and other obligations and evidences of indebtedness, payable at a specified
time or times, or payable upon the happening of a specified event or events,
whether secured by mortgage, pledge or otherwise, or unsecured, for money
borrowed, or in payment for property purchased, or acquired, or for any other
lawful object.
Shall have power to guarantee, purchase, hold, sell, assign, transfer,
mortgage, pledge or otherwise dispose of the shares of the capital stock of, or
any bonds, securities or evidences of the indebtedness created by, any other
corporation or corporations of the State of Nevada, or any other state or
government, and, while owners of such stock, bonds, securities or evidences of
indebtedness, to exercise all the rights, powers and privileges of ownership,
including the right to vote, it any.<PAGE>
Shall have power to purchase, hold, sell and transfer shares of its own
capital stock and use therefor its capital, capital surplus, surplus, or other
property or fund.
Shall have power to conduct business, have one or more offices, and hold,
purchase mortgage and convey real and personal property in the State of Nevada,
and in any of the several states, territories, possessions and dependencies of
the United States, the District of Columbia, and foreign countries.
Shall have power to do all and everything necessary and proper for the
accomplishment of the objects enumerated in its certificate or incidental to
the protection and benefit of the corporation, and in general to carry on any
lawful business necessary or incidental to the attainment of the objects of the
corporation, whether or not such business is similar in nature to the objects
set forth in the certificate or articles of incorporation of the corporation,
or any amendment thereof.
Shall have power to make donations for the public welfare or for charitable
scientific or educational purposes.
Shall have power to enter into partnerships, general or limited, or joint
ventures in connection with any lawful activities.
Fourth. The aggregate number of shares the corporation shall have authority to
issue shall be TWENTY FIVE MILLION (25,000,000) shares of common stock, par
value one mil ($.001) per share, each share of common stock having equal rights
and preferences, voting privileges and preferences.
Fifth. The governing board of this corporation shall be known as directors,
and the number of directors may from time to time be increased or decreased in
such manner as shall be provided by the By-Laws of this Corporation, providing
that the number of directors shall not be reduced to fewer than one (1).
The name and post office address of the first Board of Directors shall be one
(1) in number and listed as follows:
<TABLE>
<S> <C>
NAME ADDRESS
Tai Tran 5162 Doanoke Ave.
Irvine, CA 92714
</TABLE>
Sixth. The capital stock, after the amount of the subscription price, or par
value, has been paid in, shall not be subject to assessment to pay the debts of
the corporation.
Seventh. The name and post office address of the Incorporator signing the
Articles of Incorporation is as follows:
<TABLE>
<S> <C>
NAME ADDRESS
Tai Tran 5162 Doanoke Ave.
Irvine, CA 92714
</TABLE>
Eighth. The resident agent for this corporation shall be:
Rite Inc.
The address of said agent, and the registered or statutory address of this
corporation in the state of Nevada shall be:
1905 South Eastern Ave.
Las Vegas, Nevada, 89104
Ninth. The Corporation is to have perpetual existence.
Tenth. In furtherance and not in limitation of the powers conferred by statute,
the Board of Directors is expressly authorized:
Subject to the By-Laws, id any, adopted by the Stockholders, to make, alter
of amend the By-Laws of the Corporation.<PAGE>
To fix the amount to be reserved as working capital over and above its
capital stock paid in; to authorize and cause to be executed, mortgages and
liens upon the real and personal property of this Corporation.
By resolution passed by a majority of the whole Board, to designate one (1)
or more committees, each committee to consist of one or more of the Directors
of the Corporation, which, to the extent provided in the resolution, or in the
By-Laws of the Corporation, shall have and may exercise the powers of the Board
of Directors in the management of the business and affairs of the Corporation.
Such committee, or committees shall have such name, or names as may by stated
in the By-Laws of the Corporation, or as mat be determined from time to time by
resolution adopted by the Board of Directors.
When and as authorized by the affirmative vote of the Shareholders holding
stock entitling them to exercise at least a majority of the voting power given
at a Stockholders meeting called for that purpose, or when authorized by the
written consent of the holders of at least a majority of the voting stock
issued and outstanding, the Board of Directors shall have the power and the
authority at any meeting to sell, lease or exchange all of the property and
assets of the Corporation, including its good will and its corporate
franchises, upon such terms and conditions as its Board of Directors deems
expedient and for the best interest of the Corporation.
Eleventh. No shareholder shall be entitled as matter of right to subscribe for
or receive additional shares of any class of stock of the corporation, whether
now or hereafter authorized, or any bonds, debentures or securities convertible
into stock, but such additional shares of stock or other securities convertible
into stock may be issued or disposed of the Board of Directors to such person
and on such terms as in its discretion it shall deem advisable.
Twelfth. No director or officer of the Corporation shall be personally liable
to the Corporation or any of its stockholders for damages for breach of
fiduciary duty as a director or officer involving any act or omission of any
such director or officer; provided however, that the foregoing provision shall
not eliminate or limit the liability or a director or officer
(i) for acts or omissions which involve intentional misconduct, fraud or a
knowing violation of the law, or
(ii) the payment of dividends in violation of Section 78.300 of the Nevada
revised Statutes. Any repeal or modification of this Article by the
stockholders of the Corporation shall be prospective only and shall not
adversely affect any limitation on the personal liability of a director or
officer of the Corporation for acts of omission prior to such repeal or
modification.
Thirteenth. This Corporation reserves the right to amend, alter, change, or
repeal any provision contained in the Articles of Incorporation, in the manner
now or hereafter prescribed by statue, or by the Articles of Incorporation, and
all rights conferred upon Stockholders herein are granted subject to this
reservation.
I, THE UNDERSIGNED, being the Incorporator hereinbefore named for the purposes
of forming a Corporation pursuant to the General Corporation Law of the State
of Nevada, do make and file these Articles in Incorporation, hereby declaring
and certifying that the facts herein stated are true, and accordingly have
hereunto set my hand this 22 day of March, 1996.
Signed: /S/TAI TRAN
<U>EXHIBIT 3.2 AMENDMENT TO ARTICLES OF INCORPORATION</U>
We the undersign Tai Tran, President and Tai Tran, Secretary of T2 Logic
Corporation do hereby certify:
That the Board of Directors of said corporation at a meeting duly convened,
held on the 20th day of March, 1998, adopted a resolution to amend the original
articles as follows:
Article one is hereby amended to read as follows:
The name of the corporation is: Harrison Digicom, Inc.
The number of shares of the corporation outstanding and entitled to vote on an
amendment to the Articles of Incorporation is 3,256,600 that the said
change(s)and amendment have been consented to and approved by a majority vote
of the stockholders holding at least a majority of each class of stock
outstanding and entitled to vote thereon.
/s/signed
Tai Tran
File #C6923-96
<U>EXHIBIT 3.3 AMENDMENT TO ARTICLES OF INCORPORATION</U>
We the undersigned Tai Tran, President and Tai Tran, Secretary of Harrison
Digicom, Inc. do hereby certify:
That the Board of Directors of said corporation at a meeting duly convened,
held on the 20th day of March, 1998, adopted a resolution to amend the original
articles as follows:
Article four is hereby amended to read as follows:
The aggregate number of shares the corporation shall have authority to issue
shall be ONE HUNDRED MILLION ($.001) per share, each share of common stock
having equal rights and preferences, voting privileges and preferences.
The number of shares of the corporation outstanding and entitled to vote on an
amendment to the Articles of Incorporation is 3,256,600 that the said change(s)
and amendment have been consented to and approved by a majority vote of the
stockholders holding at least a majority of each class of stock outstanding and
entitled to vote thereon.
/s/TAI TRAN
Tai Tran
File #C6923-96
<U>EXHIBIT 3.4 AMENDMENT TO ARTICLES OF INCORPORATION 6-11-99</U>
We the undersign John Bush, President and Denton Guthrie, Secretary of Harrison
Digicom, Inc. do hereby certify:
That the Board of directors of said corporation at a meeting duly convened,
held on the 27th day of May, 1999, adopted a resolution to amend the original
articles as follows:
(a) The current number of authorized shares is ONE HUNDRED MILLION
100,000,000) shares of common stock par value one mil (#.001) per share, each
share of common stock having special rights and preferences, voting privileges
and preferences.
(b) After change, the aggregate number of shares the corporation shall have
authority is issue shall be TWENTY FIVE MILLION (25,000,000) shares of common
stock, par value four mils ($.004)per share, each share of common stock having
special rights and preferences, voting privileges and preferences.
(c) One (1) share of common stock shall be issued for each four (4)shares
after the exchange.
(d) Fractional shares will be issued.
(e) The approval of shareholders, which is not required has not been obtained.
(f) The change is effective on the close of business as of the date the
Certificate of Amendment is filed.
(g) Article Four is hereby amended to read as follows:
The aggregate number of shares the corporation shall have authority is issue
shall be TWENTY FIVE MILLION (25,000,000) shares of common stock, par value
four mils ($.004)per share, each share of common stock having special rights
and preferences, voting privileges and preferences.
/s/JOHN W. BUSH
John W. Bush, June 10,1999
/s/Denton Guthrie
Denton Guthrie, June 11, 1999
Filed # C6923-96 Dated June 11, 1999
<U>EXHIBIT 3.5 AMENDMENT TO ARTICLES OF INCORPORATION 12-16-99</U>
Certificate of Amendment of Article of Incorporation
1. Name of Corporation: HARRISON DIGICOM, INC.
2. Article Four has been amended to read as follows:
The aggregate number of shares the corporation shall have authority is issue
shall be FIVE HUNDRED MILLION (500,000,000) shares of common stock, par value
one mils ($.001)per share, each share of common stock having special rights and
preferences, voting privileges and preferences.
3. The vote by which the stockholders holding in the corporation entitling them
to exercise at lease a majority of the voting power, or such greater proportion
of the voting power as may be required in the case of a vote by classes or
series, or as may be required by the provisions of the articles of
incorporation have voted in favor the amendment is: In excess of fifty percent.
/s/ signed
John W. Bush
President
/s/Denton Guthrie
Denton Guthrie
Secretary
Date: December 16, 1999
Filed#
<U>EXHIBIT 3.6 AMENDMENT to ARTICLES of INCORPORATION 2-11-00</U>
CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
We the undersign John W. Bush and Denton Guthrie of Harrison Digicom, Inc. do
hereby certify:
That the Board of Directors of said corporation at meeting duly convened, held
on the 8th day of February 2000 adopted a resolution to amend article one as
follows:
1. Name of Corporation: Harrison Digicom, Inc.
2. Article One has been amended to read as follows:
FIRST: The name of the corporation is:
Infinite Networks Corporation
3. The vote by which the shareholders holding shares in the corporation
entitling them to exercise at least a majority of voting power, or such greater
proportion of the voting power as may be required in the case of a vote by
class or series, or as may be required by the provisions of the articles of
incorporation have voted in favor of amendment is: In excess of fifty percent.
/s/John W. Bush
President
/s/Denton Guthrie
Secretary
(Acknowledgment required)
STATE OF VIRGINIA
COUNTY OF NORFOLK
This instrument was acknowledged before me on February 8, 2000 as designed to
sign this certificate of Harrison Digicom, Inc.
/s/
Notary Public Signature
My commission expires 8/31/2003
Filed: 2-11-00
<U>EXHIBIT 3.7 BYLAWS</U>
BYLAWS OF T2 LOGIC CORPORATION
ARTICLE I
OFFICES
SECTION 1. PRINCIPAL OFFICE. The principal office of the Corporation shall be
located in the City of Las Vegas, Nevada, Clark County.
SECTION 2. OTHER OFFICES. In addition to the principal office at 1905 South
Eastern Ave., Las Vegas, Nevada other offices may also be maintained at such
other place or places, either within or without the State of Nevada, as may be
designed from time to time by the Board of Directors, where meetings of the
stockholders and of the Directors may be held with the same effect as though
done or held at said principal office.
ARTICLE II
MEETING OF STOCKHOLDERS
SECTION 1. ANNUAL MEETINGS. The annual meeting of the shareholders, commencing
with the year 1996, shall be held at the registered office of the corporation,
or at such other place as may be specified or fixed in the notice of such
meetings in the month of or the month preceding the due date of the annual list
of the officers and directors of the corporation at such time as the
shareholders shall decide, for the election of directors and for the
transaction of such other business as may properly come before said meeting.
SECTION 2. NOTICE OF ANNUAL MEETINGS. The Secretary shall mail, in the manner
provided in Section 5 of Article II of these Bylaws, or deliver a written or
printed notice of each annual meeting to each stockholder or record, entitled
to vote thereat, or may notify by telegram, as least ten and not more than
sixty (60) days before the date of such meeting.
SECTION 3. PLACE OF MEETINGS. The Board of Directors may designate any place
either within or without the State of Nevada as the place of meeting for
annual meeting or for any special meeting called by the Board of Directors. A
waiver of notice signed by all stockholders may designate any place either
within or without the State of Nevada, as the place for the holding of such
meeting. If no designation is made, or it a special meeting be otherwise
called, the place of meeting shall be the principal office of Corporation in
the State of Nevada, except as otherwise provided in Section 6, Article II of
these Bylaws, entitled "Meeting of All Stockholders".
SECTION 4. SPECIAL MEETINGS. Special meetings of the stockholders shall be
held at the principal office of the Corporation or at such other place as shall
be specified or fixed in a notice thereof. Such meetings of the stockholders
may be called at any time by the President or Secretary, or by a majority of
the Board of Directors then in office, and shall be called by the President
with or without Board approval on the written request of the holders of record
of at least fifty percent (50%) of the number of shares of the Corporation then
outstanding and entitled to vote, which written request shall state the object
of such meeting.
SECTION 5. NOTICE OF MEETING. Written or printed notice stating the place, day
and hour of the meeting and, in case of a special meeting, the purpose or
purposes for which the meeting is called, shall be delivered not less than ten
(10) nor more than sixty (60) days before the date of the meeting, either
personally or by mail, by or at the direction of the President or the Secretary
<PAGE>
to each stockholder or record entitled to vote at such meeting. If mailed, such
notice shall be deemed to be delivered when deposited in the United States
mail, addressed to the stockholder at his address as it appears on the records
of the Corporation, with postage prepaid.
Any stockholder may at any time, by duly signed statement in writing to that
effect, waive any statutory or other notice of any meeting, whether such
statement be signed before or after such meeting.
SECTION 6. MEETING OF ALL STOCKHOLDERS. If all the stockholders shall meet at
any time and place, either within or without the State of Nevada, and consent
to the holding of the meeting at such time and place, such meeting shall be
valid without call or notice and at such meeting any corporate action may be
taken.
SECTION 7. QUORUM. At all stockholder's meetings, the presence in person or by
proxy of the holders of a majority of the outstanding stock entitled to vote
shall be necessary to constitute a quorum for the transaction of business, but
a lesser number may adjourn to some future time not less than seven (7) nor
more than twenty-one (21) days later, and the Secretary shall thereupon give at
least three (3) days ' notice by mail to each stockholder entitled to vote who
is absent from such meeting.
SECTION 8. MODE OF VOTING. At all meetings of the stockholders the voting may
be voice vote, but any qualified voter may demand a stock vote whereupon such
stock vote shall be taken by ballot, each of which shall state the name of the
stockholder voting and the number of shares voted by him and, if such ballot be
cast by proxy, it shall also state the name of such proxy; provided, however,
that the mode of voting prescribed by statute for any particular case shall be
in such case followed.
SECTION 9. PROXIES. At any meeting of the stockholders, any stockholder may be
represented and vote by a proxy or proxies appointed by an instrument in
writing. In the event any such instrument in writing shall designate two or
more persons to act as proxies, a majority of such persons present at the
meeting, or, if only one shall be present, then that one shall have and may
exercise all of the powers conferred by such written instrument upon all of the
persons so designated unless the instrument shall otherwise provide. No such
proxy shall be valid after the expiration of six months from the date of its
execution, unless coupled with an interest, or unless the person executing it
specified therein the length of time for which it is to continue in force,
which in no case shall exceed seven years from the date of its execution.
Subject to the above, any proxy duly executed is not revoked and continues in
full force and effect until any instrument revoking it or a duly executed proxy
bearing a later date is filed with the secretary of the Corporation. At no time
shall any proxy be valid which shall be filed less than ten (10) hours before
the commencement of the meeting.
SECTION 10. VOTING LISTS. The officer or agent in charge of the transfer books
for shares of the corporation shall make, at least three days before each
meeting of stockholders, a complete list of the stockholders entitled to vote
at such meeting, arranged in alphabetical order with the number of shares held
by each, which list for a period of two days prior to such meeting shall be
kept on file at the registered office of the corporation and shall be subject
to inspection by any stockholder at any time during the whole time of the
meeting. The original share ledger or transfer book, or duplicate thereof,
kept in this state, shall be prima facie evidence as to who are the stockholder
entitled to examine such list or share ledger or transfer book or to vote at
any meeting of stockholders.
SECTION 11. CLOSING TRANSFER BOOKS OR FIXING OF RECORD DATE. For the purpose of
determining stockholders entitled to notice or to vote for any meeting of
stockholders, the Board of Directors of the Corporation may provide that the
stock transfer books be closed for a stated period but not to exceed in any
case Sixty (60) days before such determination. if the stock transfer books be
closed for the purpose of determining stockholders entitled to notice of a
meeting of stockholders, such books shall be closed for at least fifteen days
immediately preceding such meeting. In lieu of closing the stock transfer
books, the Board of Directors may fix in advance a date in any case to be not
more than Sixty (60) days, not less than ten (10) days prior to the date on
which the particular action, requiring such determination of stockholders, is
to be taken. If the stock transfer books are not closed and no record date is
<PAGE>
fixed for determination of stockholders entitled to notice of a meeting of
stockholders, or stockholders entitled to receive payment of a dividend, the
date on which notice of the meeting is mailed or the date on which the
resolution of the Board of Directors declaring such dividend is adopted, as the
case may be, shall be the record of date for such determinations of
shareholders.
SECTION 12. VOTING OF SHARES BY CERTAIN HOLDERS. Shares standing in the name of
another corporation, domestic or foreign, may be voted by such officer, agent
or proxy as the Bylaws of such corporation by prescribe, or, in the absence of
such provisions, as the Board of Directors of such corporation may determine.
Shares standing in the name of a deceased person may be voted by his
administrator or executor, either in person or by proxy. Shares standing in the
name of a guardian, conservator or trustee may be voted by such fiduciary
either in person or by proxy, but no guardian, conservator, or trustee shall be
entitled, as such fiduciary, to vote shares held by him without a transfer of
such shares into his name.
Shares standing in the name of a receiver may be voted by such receiver, and
shares held by or under the control of a receiver may be voted by such receiver
without the transfer thereof into his name if authority so to do be contained
in an appropriate order of the court at which such receiver was appointed.
A stockholder whose shares are pledged shall be entitled to vote such shares
until shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.
Shares of its own stock belonging to this corporation shall not voted,
directly or indirectly, at any meeting and shall not be counted in determining
the total number of outstanding shares at any time, but shares of its own stock
held by it in a fiduciary capacity may be voted and shall be counted in
determining the total number of outstanding shares at any given time.
SECTION 13. INFORMAL ACTION BY STOCKHOLDERS. Any action is required to be taken
at a meeting of the stockholders or any other action which may be taken at a
meeting of the stockholders except the election of directors may be taken
without a meeting if a consent in writing setting forth the action so taken
shall be signed by all of the stockholders entitled to vote with respect to the
subject matter thereof.
SECTION 14. VOTING OF SHARES. Each outstanding share entitled to vote
shall be entitled to one vote upon each matter submitted to vote at a meeting
of stockholders.
ARTICLE III
DIRECTORS
SECTION 1. GENERAL POWERS. The Board of Directors shall have the
control and general management of the affairs and business of the Corporation.
Such directors shall in all cases act as Board, regularly convened, by a
majority, and they may adopt such rules and regulations for the conduct of
their meetings and the management of the Corporation, as they may deem proper,
not inconsistent with these Bylaws, Articles of Incorporation and the laws of
the State of Nevada. The Board of Directors shall further have the right to
delegate certain other powers to the Executive Committee as provided in these
Bylaws.
SECTION 2. NUMBER OF DIRECTORS. The affairs and business of this
Corporation shall be managed by a Board of Directors consisting of five (5)
full-age members, until changed by amendment of the Articles of incorporation
or by an amendment to these By-Laws adopted by the shareholders amending this
Section 2, Article III, and except as authorized by the Nevada Revised
Statutes, there shall in no event be less than one (1) Director.
SECTION 3. ELECTION. The Directors of the Corporation shall be
elected at the annual meeting of the stockholders except as hereinafter
otherwise provided for the filling of vacancies. Each director shall hold
office for a term of one year and until his successor shall have been duly
chosen and shall have qualified, or until his death, or until he shall resign
or shall have been removed in the manner hereinafter provided.
SECTION 4. VACANCIES IN THE BOARD. Any vacancy in the Board of
Directors occurring during the year through death, resignation, removal or
other cause, including vacancies caused by an increase in the number of
directors, shall be filled for the unexpired portion they constitute a quorum,
<PAGE>
at any special meeting of the Board called for that purpose, or at any regular
meeting thereof; provided, however, that in the event the remaining directors
do not represent a quorum of the number set forth in Section 2 hereof, a
majority of such remaining directors may elect directors to fill any vacancies
then existing.
SECTION 5. DIRECTORS MEETINGS. Annual meeting of the Board of
Directors shall be held each year immediately following the annual meeting of
the stockholders. Other regular meetings of the Board of Directors shall from
time to time by resolution be prescribed. No further notice of such annual or
regular meeting of the Board of Directors need be given.
SECTION 6. SPECIAL MEETINGS. Special meetings of the Board of
Directors may be called by or at the request of the President or any director.
The person or persons authorized to call special meetings of the Board of
Directors may fix any place, either within or without the State of Nevada, as
the place for holding any special meeting of the Board of Directors called by
them.
SECTION 7. NOTICE. Notice of any special meeting shall be given at
least twenty-four hours previous thereto by written notice if personally
delivered, or five days previous thereto if mailed to each director at his
business address, or by telegram. If mailed, such notice shall be deemed to
have been delivered when deposited in the United States mail so addressed with
postage thereon prepaid. If notice is given by telegram, such notice shall be
deemed to be delivered when the telegram is delivered to the telegraph company.
Any director may waive notice of any meeting. The attendance of a director at
any meeting shall constitute a waive of notice of such meeting, except where a
director attends a meeting for the express purpose of objecting to the
transaction of any business because the meeting is not lawfully called or
convened.
SECTION 8. CHAIRMAN. At all meetings of the Board of Directors, the
President shall serve as Chairman, or in the absence of the President, the
directors present shall choose by majority vote a director to preside as
Chairman.
SECTION 9. QUORUM AND MANNER OF ACTING. A majority of the
directors, whose number is designated in Section 2 herein, shall constitute a
quorum for the transaction of business at any meeting and the act of a majority
of the directors present at any meeting at which a quorum is present shall be
the act of the Board of Directors. In the absence of a quorum, the majority of
the directors present may adjourn any meeting from time to time until a quorum
be had. Notice of any adjourned meeting need not be given. The directors shall
act only as a Board and the individual directors shall have no power as such.
SECTION 10. REMOVAL OF DIRECTORS. Any one or more of the directors
may be removed either with or without cause at any time by the vote or written
consent of the stockholders representing not less than two-thirds (2/3) of the
issued and outstanding capital stock entitled to voting power.
SECTION 11. VOTING. At all meetings of the Board of Directors, each
director is to have one vote, irrespective of the number of shares of stock
that he may hold.
SECTION 12. COMPENSATION. By resolution of the Board of Directors,
the directors may be paid their expenses, if any of attendance at each meeting
of the Board, and may be paid a fixed sum for attendance at meetings or a
stated salary of directors. No such payment shall preclude any director from
serving the corporation in any other capacity and receiving compensation
therefor.
SECTION 13. PRESUMPTION OF ASSENT. A director of the Corporation
who is present at a meeting of the Board of Directors at which action on any
corporate matter is taken, shall be conclusively presumed to have assented to
the action unless his dissent shall be entered in the minutes of the meting or
unless he shall file his written dissent to such action with the person acting
as the secretary of the meeting before the adjournment thereof or shall file
forward such dissent by certified or registered mail to the Secretary of the
corporation immediately after the adjournment of the meeting. Such right to
dissent shall not apply to a director who voted in favor of such action.
<PAGE>
ARTICLE IV
EXECUTIVE COMMITTEE
SECTION 1. NUMBER AND ELECTION. The Board of Directors may, in its
discretion, appoint from its membership an Executive Committee of one or more
directors, each to serve at the pleasure of the Board of Directors.
SECTION 2, AUTHORITY. The Executive Committee is authorized to take
any action which the Board of Directors could take, except that the Executive
Committee shall not have the power either to issue or authorize the issuance of
shares of capital stock, to amend the Bylaws, or a resolution of the Board of
Directors. Any authorized action taken by the Executive Committee shall be as
effective as if it had been taken by the full Board of Directors.
SECTION 3. REGULAR MEETINGS. Regular meetings of the Executive
Committee may be held within or without the State of Nevada at such time and
place as the Executive Committee may provide from time to time.
SECTION 4. SPECIAL MEETINGS. Special meetings of the executive
committee may be called by or at the request of the President or any member of
the Executive Committee.
SECTION 5. NOTICE. Notice of any special meeting shall be given at
least one day previous thereto by written notice, telephone, telegram or in
person. Neither the business to be transacted, nor the purpose of a regular or
special meeting of the Executive Committee need be specified in the notice or
waiver of notice of such meeting. A member may waive notice of any meeting of
the Executive Committee. The attendance of a member at any meeting shall
constitute a waiver of notice of such meeting, except where a member attends a
meeting for the express purpose of objecting to the transaction of any business
because the meeting is not lawfully called or convened.
SECTION 6, QUORUM. A majority of the members of the Executive
Committee shall constitute a quorum for the transaction of business at any
meeting of the Executive Committee; provided that if fewer than a majority of
the members are present at said meeting a majority of the members present may
adjourn the meeting from time to time without further notice.
SECTION 7. MANNER OF ACTING. The act of the majority of the members
present at a meeting at which a quorum is present shall be the act of the
Executive Committee, and said Committee shall keep regular minutes of its
proceedings which shall at all times be open for inspection by the Board of
Directors.
SECTION 8. PRESUMPTION OF ASSENT. A member of the Executive
Committee who is present at a meeting of the Executive Committee at which
action on any corporate matter is taken, shall be conclusively presumed to have
assented to the action taken unless his dissent shall be entered in the minutes
of the meeting or unless he shall file his written dissent to such action with
the person acting as secretary of the meeting before the adjournment thereof,
or shall forward such dissent by certified or registered mail to the Secretary
of the Corporation immediately after the adjournment of the meeting. Such right
to dissent shall not apply to a member of the Executive Committee who voted in
favor of such action.
ARTICLE V
OFFICERS
SECTION 1. NUMBER. The officers of the corporation shall be a President,
Vice President, a Treasurer and a Secretary and such other or subordinate
officers as the Board of Directors may from time to time elect. One person may
hold the office and perform the duties of one or more of said officers. No
officer need be a member of the Board of Directors.
SECTION 2. ELECTION, TERM OF OFFICE, QUALIFICATIONS. The officers of the
Corporation shall be chosen by the Board of Directors and they shall be elected
annually at the meeting of the Board of Directors held immediately after each
annual meeting of the stockholders except as hereinafter otherwise provided
for filling vacancies. Each officer shall hold his office until his successor
has been duly chosen and has qualified, or until his death, or until he resigns
or has been removed in the manner hereinafter provided.
SECTION 3. REMOVALS. Any officer or agent elected or appointed by the
Board of Directors may be removed by the Board of Directors at any time
whenever in its judgment the best interests of the Corporation would be served
thereby, and such removal shall be without prejudice to the contract rights, if
any, or the person so removed.<PAGE>
SECTION 4. VACANCIES. All vacancies in any of office shall be filled by
the Board of Directors without undue delay, at any regular meeting, or at a
meeting specially called for that purpose.
SECTION 5. PRESIDENT. The President shall be the chief executive officer
of the corporation and shall have general supervision over the business of the
corporation and over its several officers, subject, however, to the control of
the Board of Directors. He may sign, with the Treasurer or with the Secretary
or any other proper officer of the Corporation thereunto authorized by the
Board of Directors, certificates for shares of the capital stock of the
Corporation; may sign and execute in the name of the Corporation deeds,
mortgages, bonds, contracts or other instruments authorized by the Board of
Directors, except in cases where signing and execution thereof shall be
expressly delegated by the Board of Directors or by these Bylaws to some other
officer or agent of the Corporation; and in general shall perform all duties
incident to the duties of the President, and such other duties as from time to
time may be assigned to him by the Board of Directors.
SECTION 6. VICE PRESIDENT. The Vice President shall in the absence or
incapacity of the President, or as ordered by the Board of Directors, perform
the duties of the President, or such other duties or functions as may be given
to him by the Board of Directors from time to time.
SECTION 7. TREASURER. The Treasurer shall have the care and custody
of all the funds and securities of the Corporation and deposit the same in the
name of the Corporation in such bank or trust company as the Board of Directors
may designate; he may sign or countersign all checks, drafts and orders for the
payment of money and may pay out and dispose of same under the direction of the
Board of Directors, and may sign or countersign all notes or other obligations
of indebtedness of the Corporation; he may sign with the President or Vice
President, certificates for shares of stock of the Corporation; he shall at all
reasonable times exhibit the books and accounts to any director or stockholder
of the Corporation under application at the office of Harrison Digicom during
Business hours; and he shall, in general, perform all duties as from time to
time may be assigned to him by the President or by the Board of Directors. The
Board of Directors may at its discretion require that each officer authorized
to disburse the funds of the Corporation be bonded in such amount as it may
deem adequate.
SECTION 8. SECRETARY. The Secretary shall keep the minutes of the
meetings of the Board of Directors and also the minutes of the meetings of the
stockholders; he shall attend to the giving and serving of all notices of the
Corporation and shall affix the seal of the Corporation to all certificates of
stock, when signed and countersigned by the duly authorized officers; he may
sign certificates for shares of stock of the Corporation; he may sign or
countersign all checks, drafts and orders for the payment of money; he shall
have charge of the certificate book and such other books and papers as the
Board may direct; he shall keep a stock book containing the names
alphabetically arranged, of all persons who are stockholders of the
Corporation, showing their places of residence, the number of shares of stock
held by them respectively, the time when they respectively became the owners
thereof, and the amount paid thereof; and he shall, in general, perform all
duties incident to the office of Secretary and such other duties as from time
to time may be assigned to him by the President or by the Board of Directors.
SECTION 9. OTHER OFFICERS. The Board of Directors may authorize and
empower other persons or other officers appointed by it to perform the duties
and functions of the officers specifically designated above by special
resolution in each case.
SECTION 10. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. The
Assistant Treasurers shall respectively, as may be required by the Board of
Directors, give bonds for the faithful discharge of their duties, in such sums
and with such sureties as the Board of Directors shall determine. The
Assistant Secretaries as thereunto authorized by the Board of Directors may
sign with the President or Vice President certificates for shares of the
capital stock of the Corporation, issue of which shall have been authorized by
resolution of the Board of Directors. The Assistant Treasurers and Assistant
Secretaries shall, in general, perform such duties as may be assigned to them
by the Treasurer or the Secretary respectively, or by the President or by the
Board of Directors.
<PAGE>
ARTICLE VI
INDEMNIFICATION OF OFFICERS AND DIRECTORS
Except as hereinafter stated otherwise, the Corporation shall
indemnify all of its officers and directors, past, present and future, against
any and all expenses incurred by them, and each of them including but not
limited to legal fees, judgments and penalties which may be incurred, rendered
or levied in any legal action brought against any or all of them for or on
account of any act or omission alleged to have been committed while acting
within the scope of their duties as officers or directors of this Corporation.
ARTICLE VII
CONTRACTS, LOANS, CHECKS AND DEPOSITS
SECTION 1. CONTRACTS. The Board of Directors may authorize any officer
or officers, agent or agents, to enter into any contract or execute and deliver
any instrument in the name of and on behalf of the Corporation, and such
authority may be general or confined to specific instances.
SECTION 2. LOANS. No loans shall be contracted on behalf of the
Corporation and no evidence of indebtedness shall be issued in its name unless
authorized by the Board of Directors or approved by loan committee appointed by
the Board of Directors and charged with the duty of supervising investments.
Such authority may be general or confined to specific instances.
SECTION 3. CHECKS, DRAFTS, ETC. A checks, drafts or other orders for
payment of money, notes or other evidences of indebtedness issued in the name
of the Corporation shall be signed by such officer or officers, agent or agents
of the Corporation and in such manner as shall from time to time be determined
by resolutions of the Board of Directors.
SECTION 4. DEPOSITS. All funds of the Corporation not otherwise employed
shall be deposited from time to time to the credit of the Corporation in such
banks, trust companies or other depositories as the Board of Directors may
select.
ARTICLE VIII
CAPITAL STOCK
SECTION 1. CERTIFICATES FOR SHARES. Certificates for shares of stocks of
the Corporation shall be in such form as shall be approved by the incorporators
or by the Board of Directors, The certificates shall be numbered in the order
of their issue, shall be signed by the President or the Vice President and by
the Secretary or the Treasurer, or by such other person or officer as may be
designated by the Board of Directors; and the seal of the Corporation shall be
affixed thereto, which said signatures of the duly designated officers and of
the seal of the Corporation- Every certificate authenticated by a facsimile of
such signatures and seal must be countersigned by a Transfer Agent to be
appointed by the Board of Directors, before issuance.
SECTION 2. TRANSFER OF STOCK. Shares of the stock of the Corporation may
be transferred by the delivery of the certificate accompanied either by an
assignment in writing on the back of the certificate or by written power of
attorney to sell, assign, and transfer the same on the books of the
Corporation, signed by the person appearing by the certificate to the owner of
the shares represented thereby, together with all necessary federal and state
transfer tax stamps affixed and shall be transferable on the books of the
Corporation upon surrender thereof so signed or endorsed. The person registered
on the books of the Corporation as the owner of any shares of stock shall be
entitled to all rights of ownership with respect to such shares.
SECTION 3. REGULATIONS. The Board of Directors may make such rules and
regulations as it may deem expedient not inconsistent with the Bylaws or with
the Articles of Incorporation, concerning the issue, transfer and registration
of the certificates for shares of stock of the Corporation. It may appoint a
transfer agent or a registrar of transfers, or both, and it may require all
certificates to bear the signature of either or both.
SECTION 4. LOST CERTIFICATES. The Board of Directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the Corporation alleged to have been lost or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost or destroyed. When authorizing such issue
of a new certificate or certificates, the Board of Directors may, in its
<PAGE>
discretion and as a condition precedent to the issuance thereof, require the
owner of such lost or destroyed certificate or certificates, or his legal
representative, to advertise the same in such manner as it shall require and/or
give the Corporation a bond in such sum as it may direct as indemnity against
any claim that may be made against the Corporation with respect to the
certificate alleged to have been lost or destroyed.
ARTICLE IX
DIVIDENDS
SECTION 1. The Corporation shall he entitled to treat the holder of any
share or shares of stock as the holder in fact thereof and, accordingly,
shall not be bound to recognize any equitable or other claim to or interest in
such shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as expressly provided by the laws of
Nevada.
SECTION 2. Dividends on the capital stock of the Corporation, subject to
the provisions of the Articles of Incorporation, if any, may be declared by the
Board of Directors at any regular or special meeting, pursuant to law.
SECTION 3. The Board of Directors may close the transfer books in its
discretion for a period not exceeding fifteen days preceding the date fixed for
holding any meeting, annual or special of the stockholders, or the day
appointed for the payment of a dividend.
SECTION 4. Before payment of any dividend or making any distribution of
profits, there may be set aside out of funds of the Corporation available for
dividends, such sum or- sums as the directors may from time to time, in their
absolute discretion, think proper as a reserve fund to meet contingencies, or
for equalizing dividends, or for repairing or maintaining any property of the
Corporation, or for any such other purpose as the directors shall think
conducive to the interest of the Corporation, and the directors may modify or
abolish any such reserve in the manner in which it was created.
ARTICLE X
SEAL
The Board of Directors shall provide a Corporate seal which shall
be in the form of a Circle and shall bear the full name of the Corporation, the
year of its incorporation and the words "Corporate Seal, State of Nevada".
ARTICLE XI
FISCAL YEAR
The fiscal year of the Corporation shall end on the 31st day of
December of each year.
ARTICLE XII
WAIVER OF NOTICE
Whenever any notice whatever is required to be given under the
provisions of these Bylaws, or under the laws of the State of Nevada, or under
the provisions of the Articles of Incorporation, a waiver in writing signed by
the person or persons entitled to such notice, whether before or after the
time stated therein, shall be deemed equivalent to the giving of such notice.
ARTICLE XIII
AMENDMENTS
These Bylaws may be altered, amended or repealed and new Bylaws
may be adopted at any regular or special meeting of the Stockholders by a vote
of the stockholders owning a majority of the shares and entitled to vote
thereat. These Bylaws may also be altered, amended or repealed and new Bylaws
may be adopted at any regular or special meeting of the Board of Directors of
the Corporation (if notice of such alteration or repeal be contained in the
notice of such special meeting) by a majority vote of the directors present at
the meeting at which a quorum is present, but any such amendment shall not be
inconsistent with or contrary to the provision of any amendment adopted by the
stockholders.
<PAGE>
KNOW ALL MEN BY THESE PRESENTS that the undersigned, being the
Secretary of T2 LOGIC CORPORATION a Nevada Corporation hereby acknowledges
that the above, and foregoing Bylaws were duly adopted as the Bylaws of said
Corporation on March 28, 1996.
IN WITNESS WHEREOF, I hereunto subscribe my name this 28th day of March,
1996.
/S/Khanh Tran,
President, Sec.,CEO, CFO, Dir.
EXHIBIT 4.1 FORM OF COMMON STOCK CERTIFICATE
HARRISON DIGICOM, INC.
[________]NUMBER SHARES[________]
INCORPORATED UNDER THE LAWS OF THE STATE OF NEVADA
500,000,000 SHARES COMMON STOCK AUTHORIZED, $.001 PAR VALUE
COMMON STOCK CUSIP
SEE REVERSE FOR CERTAIN
DEFINITIONS
THIS CERTIFIES THAT
Is the RECORD HOLDER OF _____ SHARES OF FULLY PAID AND NON-ASSESSABLE SHARES
OF COMMON STOCK OF INFINITE NETWORKS CORPORATION TRANSFERABLE ON THE BOOKS OF
THE CORPORATION IN PERSON OR BY DULY AUTHORIZED ATTORNEY UPON SURRENDER OF THIS
CERTIFICATE PROPERLY ENDORSED. THIS CERTIFICATE AND THE SHARES REPRESENTED
HEREBY ARE SUBJECT TO THE LAWS OF THE STATE OF NEVADA, AND TO THE CERTIFICATE
OF INCORPORATION AND BYLAWS OF THE CORPORATION, AS NOW OR HEREAFTER AMENDED.
THIS CERTIFICATE IS NOT VALID UNTIL COUNTERSIGNED BY THE TRANSFER AGENT.
WITNESS the facsimile seal of the Corporation and the signature of its duly
authorized officers.
Dated:
[SEAL OF HARRISON DIGICOM, INC.]
/s / JOHN W. BUSH /s/ DENTON GUTHRIE
- ----------------------- ---------------------
President Secretary
COUNTERSIGNED
PACIFIC STOCK TRANSFER COMPANY
P.O. Box 93385
Las Vegas, NV 89193
EXHIBIT 5.1 OPINION OF KENNETH G. EADE ATTORNEY AT LAW
KENNETH G. EADE
Attorney at Law
827 State Street, Suite 26
Santa Barbara, CA 93101
805-560-9828
805-560-9828 fax
March 15, 2000
Infinite Networks Corporation
401 Hariton Court
Norfolk, VA 23505
Dear Sirs:
We have acted as counsel for Infinite Networks Corporation, a Nevada
corporation and Harrison Digicom, Inc., a Nevada corporation (the "Company"),
in connection with the filing of its Registration Statement on Form SB-2 under
the Securities Act, pursuant to which Infinite Networks Corporation offers a
minimum of 100,000 to a maximum of 1,000,000 of its common shares at the price
of $10.00 per share.
In connection with this matter, we have examined the originals or copies
certified or otherwise indemnified to our satisfaction of the following:
A) The articles of incorporation of Infinite and all amendments thereto;
B) By-laws of Infinite, as amended to date;
C) Certificate of good standing issued by the Secretary of State of the
State of Nevada;
D) Resolutions of the Board of Directors of Infinite Networks Corporation;
E) The current shareholder's list as issued by the transfer agent of
Infinite Networks Corporation;
F) Other books and records of Infinite Networks Corporation.;
G) The registration statement;
Based upon and in reliance upon the foregoing, and after examination of such
corporate and other records, certificates and other documents and such matters
of law as we have deemed applicable or relevant to this opinion, it is our
opinion that:
1. Infinite Networks Corporation has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the state of
Nevada and has full corporate power and authority to own its properties and
conduct its business as described in the registration statement.
2. The authorized capital stock of Infinite Networks Corporation consists
of 50,000,000 shares of common stock, $.001 par value, of which there are
outstanding 27,613,891 shares, and 4,500,000 of Preferred Stock, of which none
are outstanding. Proper corporate proceedings have been taken validly to
authorize such authorized capital stock; all of the outstanding shares have
been duly and validly issued and are fully paid and non-assessable; the
shareholders of Infinite Networks Corporation have no preemptive rights with
respect to the Common Stock of Infinite Networks Corporation;
3. The registration statement and the prospectus (except as to the
financial statements contained therein, as to which I express no opinion),
comply as to form in all material respects to the requirements of the Act and
with the rules and regulations of the SEC thereunder;
4. On the basis of information developed and made available to me, the
accuracy or completeness of which has not been independently verified by me, I
have no reason to believe that the statements contained therein, as to which I
express no opinion, contain any untrue statement of material fact required to
be stated therein or necessary in order to make the statements therein not
misleading. <PAGE>
5. The information is required to be set forth in the registration
statement is, to the best of my knowledge, accurately and adequately set forth
therein in all material respects or no response is required with respect to
said items.
6. The terms and provisions of the capital stock of Infinite Networks
Corporation conform to the description thereof contained in the registration
statement and prospectus, and these statements in the prospectus under the
description of common stock have been reviewed by me and insofar as such
statements constitute a summary of the law or documents referred to therein,
are correct in all material respects.
7. The descriptions in the registration statement and prospectus of
material contracts and other material documents are fair and accurate in all
material respects; and I do not know of any franchises, contracts, leases,
licenses, documents, statutes or legal proceedings, either pending or
threatened, which in my opinion are of a character required to be described and
filed as required;
8. The issuance and sale of the shares by Infinite Networks Corporation
will not conflict with, or result in a breach of, any material agreement or
instrument known to me which Infinite Networks Corporation is a party or by
which it is bound, or any applicable law or regulation, or, so far as is known
to me, any order, writ, injunction, or decree applicable to Company of any
jurisdiction, court or governmental instrumentality, or the articles of
incorporation or by-laws of Infinite Networks Corporation.
9. To the best of my knowledge, and belief after inquiry, there are no
holders of common stock or other securities of the Company having registration
rights with respect to such securities on account of the filing of the
registration statement who have not effectively waved such rights; and
10. No consent, approval, authorization or order of any court or
governmental agency or body is required for the consummation by Infinite
Networks Corporation of the transactions on its part contemplated by the
purchase agreement, except such as have been obtained under the Act and such as
may be required under state or other securities or blue sky laws in connection
with the purchase and distribution of the shares.
Although I have not verified the accuracy or completeness of the statements
contained in the registration statement or the prospectus, I have no reason to
believe that either the registration statement or the prospectus contains any
untrue statements of a material fact or omits to state any material factor
which is necessary to make the statement herein not misleading (except in the
case of the financial statement or other financial data as to which I do not
express an opinion.)
I hereby consent to the use of my name in the registration statement and
prospectus.
Very truly yours,
<U>KENNETH G. EADE</U>
KENNETH G. EADE
3/15/00
<U>EXHIBIT 8.1 OPINION REGARDING TAX MATTERS</U>
March 14, 2000
INFINITE NETWORKS CORPORATION
401 HARITON COURT
NORFOLK, VA 23505
(757) 440-0551
To all interested parties,
As Chief Financial Officer of Infinite Networks Corporation, I have
reviewed the Financial Statements and offer the following opinion.
Infinite Networks Corporation, formerly known as Harrison Digicom, has
had no taxable income to date. For this reason, no tax has been paid. Once
taxable income is realized, the appropriate taxes will be paid.
Sincerely,
<U>DENTON GUTHRIE</U>
DENTON GUTHRIE
3-14-00
EXHIBIT 10.1 EMPLOYMENT AGREEMENT BETWEEN Harrison Digicom AND JOHN W. BUSH
THIS AGREEMENT, dated as of October 16, 1998, is entered into between Harrison
Digicom, Inc.. whose address is 305 Cadillac Suite 0-205A, Costa Mesa, CA
92626, hereinafter (Company), and John W. Bush, whose address is 401 Hariton
Court, Norfolk, VA 23505, hereinafter (Executive).
1.Employment
(a) Company hereby employs Executive to serve as President/CEO of Harrison
Digicom, and to perform, subject to the overriding directions and authority of
the board of trustee(s) of Harrison Digicom, the duties and responsibilities
commensurate with such position such employment shall be for the period
commencing on October 16, 1998, (the Commencement Date), and ending five years
from the Commencement Date (the Term) (each year of which Term shall be
referred to hereinafter as a Term Year), unless such employment is sooner
terminated as provided in this Agreement. This Executive shall also retain a
permanent position as a Director of Harrison Digicom during the life of this
agreement.
(b) Executive hereby accepts employment under this Agreement and agrees to
devote Executive's best efforts and his full time and attention to the business
and affairs of Company, as such business and affairs now exist and as they may
be hereafter changed or augmented, under and pursuant to the general direction
of the Board of directors of Harrison Digicom (the Board). Company shall
retain full direction and control of the manner, means and methods by which
Executive performs the services for which Executive is employed thereunder and
of the place or places at which such services shall be tendered.
2. Compensation
Executive shall be paid at the yearly rate of $150,000 (US Dollars), payable at
semimonthly intervals during the term of employment and shall be reviewed
annually. Executive shall, in addition to his annual salary, be entitled to an
annual bonus as awarded by the Board of Directors. Bonus shall be based on the
performance of company before taxes and extraordinary items. Executive shall
be awarded 80% of base salary as a annual bonus, based on performance of
company as per approved plan as directed by the Board of Directors. Such bonus
shall be paid within 90 days after the expiration of each Term Year. Bonus may
be award as cash payment or stock or any combination thereof. Executive shall
further be entitled to stock options of 500,000 shares at a purchase price that
shall be the maximum discounted permitted as per the SEC requirements as per
the executed date of this agreement. One fifth (1/5) of such awards shall be
awarded at the signing of this agreement and on the Commencement Date of each
anniversary for this contract duration and all shall be exercisable for a
period of five years thereafter.
(a) Reimbursements.
Executive, shall be entitled to reimbursement for reasonable travel and other
business expenses incurred by Executive in the performance of his duties under
this Agreement in accordance with the general policy of Company, as it may
change from time to time.
(b)Withholding.
Company shall be entitled to withhold from any compensation thereunder such
amounts on account of payroll taxes, income taxes and other similar matters as
are require to be withheld by applicable law.
(c) Insurance.
Company may, at its discretion, secure at its own expense a "key-man" insurance
policy upon the life of Executive, payable to Company in he event of
Executive's death. Executive agrees that any such insurance policy shall be
for Company's benefit only, and acknowledges that no person claiming by or
through Executive shall have any right to the proceeds of such insurance
<PAGE>
policy. Executive agrees to execute all documents and take all acts reasonably
requested by Company to secure and enjoy the benefits of such insurance policy.
(d) Vacation.
Executive shall be entitled to four (4) weeks vacation per calendar year.
(e) Benefit Plans.
Executive and designated dependents shall be entitled to participate in
Harrison Digicom's health insurance, and life insurance plans and other benefit
plans as may from time to time be adopted for similarly situated employees of
company during the course of his employment. The amount and extent of benefits
to which executive is entitled shall be governed by Harrison Digicom's specific
benefit plan and any amendments thereto. Nothing in this Agreement shall
preclude Company or any affiliate of Company from terminating or amending any
employee benefit plan or program at any time or from time to time.
3. Confidentiality
(a) The Executive acknowledges that in the course of his employment he will
acquire information about certain matters and things which are confidential to
Harrison Digicom and which information is the exclusive property of Harrison
Digicom. Further, the Executive acknowledges that Harrison Digicom's business
depends significantly upon the maintenance of trade secrets, technical
innovations and other confidential proprietary information that Harrison
Digicom has developed at great expense. The Executive further acknowledges
that Harrison Digicom has developed a close and valuable relationship with many
of its customers and suppliers.
(b) Harrison Digicom acknowledges that in the course of Executives employment
they will acquire information about certain matters and things which are
confidential to the Executive and which information is the exclusive property
of the Executive. Further, Harrison Digicom acknowledges that the Executive's
relationships are confidential proprietary information that the Executive has
developed at great expense. Harrison Digicom further acknowledges that the
Executive has developed a close and valuable relationship with many other key
executives and they shall remain the confidential property of the Executive.
(c) In partial consideration for the Executive's employment hereunder, the
Executive and Company in considering those matters set out in subparagraph (a)
hereof, covenants and agrees that he will not, at any time during the term of
his employment by Harrison Digicom and for a period of two (2) yews thereafter,
reveal, divulge or make known to any person or entity other than Harrison
Digicom and its duly authorized employees) or make use of for his own or any
other's benefit, Harrison Digicom's list of customers and suppliers or its
trade secrets, production processes and materials, formulae, research
techniques or accomplishments, markets or marketing plans, present and future,
technical and business information relating to Harrison Digicom's services or
products, research and development, potential business ventures, or his
knowledge of any of the other business or financial affairs of Harrison
Digicom, or any other information regarded by Harrison Digicom as confidential,
which during this employment pursuant hereto is made known to the Executive
(the "Confidential Information"). For greater certainty, Executive and Company
shall maintain in confidence and will not disclose or use, without the prior
express written consent of Executive or Company, any Confidential Information
whether or not it is in written or permanent form, except to the extent
required to perform duties on behalf of Company in Executive's capacity as an
employee. Confidential Information includes, without limitation, any
information, not generally known in the relevant trade or industry, which was
obtained from Company, or any of its affiliates, or which was, discovered,
developed, conceived, originated or prepared by Executive in the scope of his
employment. Upon termination of Executive's employment or at the request of
Company before termination, Executive will deliver to Company all written and
tangible material in his possession incorporating Confidential Information or
otherwise relating to Company's business. These obligations with respect to
Confidential Information extend to information belonging to customers and
suppliers of Company who may have disclosed such information to Executive as
the result of his status as an employee of Harrison Digicom.<PAGE>
4. Executive's Business Activities.
(a) Executive shall devote such professional time, attention and energy as
required by the business and affairs of Company, as its business and affairs
now exist and as they hereafter may be changed. Executive shall not, during
the term of this agreement, engage in any other business activity in the
related industry without disclosure. Company has agreed on the relationship of
the executive as a Executive Trustee of NSC, A Pure Trust.
(b) Executive agrees that, at no time during the term of his employment with
Harrison Digicom he will not (without the prior written consent of Harrison
Digicom) directly or indirectly, in any manner whatsoever, including, without
limitation, enter into the employment of or render services to or either
individually or in partnership or jointly or in conjunction with any other
Person, as principal, agent, shareholder, employee or in any other manner
whatsoever, carry on or be engaged in the same or substantially similar
business which may be carried on by Harrison Digicom or any business
competitive with the business now carried on by Harrison Digicom (a
"Competitive Business,"), or be concerned with or interested in or lend money
to, guarantee the debt or obligations of or permit his name or any part thereof
to be used by any person, persons, firm, association, syndicates company Or
corporation engaged or concerned with or interest in a Competitive Business.
Harrison Digicom does acknowledge that his relationships that are disclosed in
the agreement are exempt for this article.
5. Interference with Company's Business
(a) During the term hereof, or at any time thereafter, Executive shall riot,
directly or indirectly, employ, solicit for employment, or advise or recommend
to any other person that such other person employ or solicit for employment,
any person employed (whether as a consultant, employee, agent or otherwise) by
Company in a Competitive Business of Harrison Digicom.
(b) Executive will not at any time during the term of his employment with
Harrison Digicom or at any time thereafter for himself, or on behalf of any
other Person, divulge any name or names of any or all of the customers of
Harrison Digicom or knowing solicit, interfere with or attempt to entice away
from Harrison Digicom in any manner whatsoever, any customer or supplier or any
Person in the habit of dealing with Harrison Digicom or known by him to be
about to deal with Harrison Digicom.
6. Termination of Employment by Company.
(a) Notwithstanding anything here into the contrary, Company may terminate
Executive's employment hereunder for cause at any time. Sufficient "cause" for
termination of Executive's employment hereunder shall include, but is not
limited to Executive's violation of any provision of this Agreement,
Executive's conviction for any criminal violation other than minor traffic
violations, or in the event Executive is guilty of misconduct or neglect or
dereliction of his duties hereunder, or for any course which would entitle
Company at law to terminate the employment of Executive. Upon said
termination, Company shall be under no obligation to Executive, except to pay
Executive's accrued salary and stock to the date of termination, plus one year
of salary. Upon said termination, Company shall be under no further obligation
to the Executive, except for the obligations set forth in Paragraphs 3, 4 and 5
hereof.
(b) Notwithstanding anything herein to the contrary, Executive may terminate
his employment hereunder at any time in the event that Harrison Digicom
violates any provision of this Agreement, Upon said termination, Executive
shall be under no further obligation to Harrison Digicom, except for the
obligations set forth in Paragraphs 3, 4 and 5 hereof.
7. Disability
If Executive shall be prevented during the period of employment hereunder from
properly performing services hereunder by reason of illness or other physical
or mental incapacity for a period of more than 30 consecutive days in any 60
day period, then Executive's salary shall be paid up through the last day of
<PAGE>
the year in which the thirtieth (30th) consecutive day of incapacity occurs,
and thereafter Company's obligations hereunder shall cease and terminate. If
Executive becomes disabled and unable to perform the Executive's duties during
the term of this Agreement, Executive will be eligible to participate in the
disability plans or programs applicable to employees of Company, if any.
8. Death of Executive
(a) In the event of the death of Executive during the period of his employment
hereunder, Executive's shall be paid up through the end of this contact in the
30 days in which the date of death occurs, and thereafter Company's
obligations hereunder shall cease and terminate. Executive's heirs or personal
representatives shall perform Executive's obligations under Section 3 of this
Agreement to return the materials therein described by Company upon Company's
request.
(b) Notwithstanding Subparagraph (a), in the event of the accidental death of
the Executive while traveling on behalf of Harrison Digicom and while in the
performance of his duties on behalf of Harrison Digicom, the heirs or personal
representatives of the Executive shall be entitled to receive, as a lump sum
payment of, the balance of the salary and stock then owing to the Executive
for the balance of the Term.
9. Assignment and Transfer
(a) Executive's rights and obligations under this Agreement shall not be
transferable by assignment or otherwise, and any purported assignment,
transfer, or delegation thereof shall be void.
(b) This Agreement shall inure to the benefit of, and be enforceable by, any
purchaser of substantially all of Company's assets, any corporate successor to
Company or any assignee thereof.
10. Obligations Surviving Expiration or Termination
Executive's and Company's obligations under Section 3, relating to proprietary
information, and Sections 4 and 5 shall survive expiration or termination of
this Agreement and termination of employment hereunder for any reason. All such
obligations shall be binding upon Executive's heirs and personal
representatives and shall inure to the benefit of Company's successors and
assigns.
11. No Inconsistent Obligations
Executive represents and warrants that there exist no obligations, legal of
otherwise, inconsistent with the terms of this Agreement or with Executive
undertaking employment with Company. Executive will not disclose to Company,
or use, or induce Company to use, any proprietary information or trade secrets
of others.
12. Obligations of or to Other Entities: Indemnification.
Executive represents and warrants that there exist no obligations or
liabilities of or claims against, and that Executive has no obligations of any
kind to, any corporation, partnership or other business entity, of which
Executive is or was a principal shareholder, partner or principal owner, other
than those which have been disclosed in writing to Company.
13. Notwithstanding anything to the contrary herein, in the event there is a
change of control of Harrison Digicom prior to the expiration of the Term, the
Executive shall be entitled, by ninety (90) days' notice in writing given to
Harrison Digicom within thirty (30) days following the aforementioned change of
control, to terminate his employment with Harrison Digicom. In the event of
such termination, the Executive shall be entitled to receive, as at the date of
such termination, a lump sum payment equal to the balance of the salary then
owing to the Executive for the remainder of the Term. In addition, at the
date of such termination, all options granted to the Executive pursuant to
Paragraph 2 that have not then vested in the Executive shall be deemed to have
been vested and to be immediately exercisable by the Executive. If Executive
has any stock of any class, restricted and non restricted it shall be deemed to
<PAGE>
have been vested and to be immediately exercisable by the Executive. As used
herein, "change of control" means any change of responsibility or position that
is not preapprove by the Executive in writing.
14. Miscellaneous
(a) Legal Fees.
Should either party hereto, or any heir, personal representative, successor or
assign of either party hereto, resort to litigation or arbitration to enforce
this Agreement, the party or parties prevailing in such litigation or
arbitration shall be entitled, in addition to such other relief as may be
granted, to recover its or their reasonable legal fees and costs in such
litigation or arbitration from the party or parties against whom enforcement
was sought.
(b) Governing Law.
This Agreement shall be governed by and construed according to the laws of the
United States and shall be treated as a Nevada contract.
(c) Entire Agreement.
This Agreement contains the entire agreement and understanding between the
parties hereto and supersedes any prior or contemporaneous written or oral
agreements between them respecting the subject matter hereof.
(d) Amendments.
This Agreement may be amended only by a writing signed by Executive and by a
representative of Company duly authorized.
(e) Severability.
If any term, provision, or condition of this Agreement, or the application
thereof to any person, place or circumstance, shall be held to be invalid,
unenforceable, or void, the remainder of this Agreement and such term,
provision, covenant, or condition as applied to other persons, places and
circumstances shall remain in full force and effect.
(f) Construction.
The headings and captions of this Agreement are provided for convenience only
and are intended to have no effect in construing or interpreting this
Agreement. The language in all parts of this Agreement shall be in all cases
construed according to its fair meaning and not strictly for or against Company
or Executive. "Person" or "persons" shall mean any person, firm, partnership,
trust, government, corporation or other legal entity, including any combination
of them.
(g) Rights Cumulative.
The rights and remedies provided by this Agreement are cumulative, and the
exercise of any right or remedy by either party hereto (or by its successor),
whether pursuant to this Agreement, to any other agreement, or to law, shall
not preclude or waive its right to exercise any or all other rights and
remedies.
(h) No waiver.
No failure or neglect or either party hereto to any instance to exercise any
right, power, or privilege hereunder or under law shall constitute a waiver of
any other right, power, or privilege or of the same right, power or privilege
in any other instance. All waivers by either party hereto must be contained in
a written instrument signed by the party to be charged and, in the case of
Company, by an officer of Company (other than executive ) or other person duly
authorized by Company.
(i) Remedy for Breach.
The parties hereto agree that, in the event of breach or threatened breach of
any covenants of Executive, the damage or imminent damage to the value and the
goodwill of Company's business shall be inestimable, and that therefore any
remedy at law or in damages shall be inadequate. Accordingly, the parties
hereto agree that Company shall be entitled to injunctive relief against
<PAGE>
Executive in the event of any breach or threatened breach of any such
provisions by Executive, in addition to any other relief (including damages)
available to Company under this Agreement or under law.
(j)Notices.
Any notice, request, consent, or approval required or permitted to be given
under this Agreement or pursuant to law shall be sufficient if in writing, and
if and when sent by carried or registered mail, with postage prepaid, to
Executive's residence (as noted in Company's records), or to Company's
principal office, as the case may be.
(k)Assistance in Litigation.
Executive shall, during and after termination of employment, upon reasonable
notice, furnish such information and proper assistance to Harrison Digicom as
any reasonably be required by Harrison Digicom in connection with any
litigation in which it or any of its subsidiaries or affiliates is, or any
become, a party.
(1)Advice of Counsel.
Executive acknowledges that he has had the opportunity to consult legal
counsel of his choice with regard to this agreement, that he has read any
understood his agreement, and that he is fully aware of its legal effect and
that he has entered into it freely and voluntarily and based on his own
judgment, with advice of counsel, and not based on any representations or
promises by Company, or third parties, other than those contained in this
agreement.
IN WITNESS WHEREOF, the undersigned have executed this Agreement on the date
first written above.
EXECUTIVE
/s/JOHN W. BUSH
John W. Bush
Company ( Harrison Digicom, Inc.)
/s/MAI LYNH
Director
/s/PAT LE
Director
EXHIBIT 10.2 EMPLOYMENT AGREEMENT BETWEEN Harrison Digicom AND DONALD MILLER
THIS AGREEMENT, dated as of October 16, 1998, is entered into between Harrison
Digicom, Inc.. whose address is 305 Cadillac Suite 0-205A, Costa Mesa, CA
92626, hereinafter ("Company"), and Donald Miller, whose address is 251
Eleventh Avenue South, Naples FL 34102 hereinafter ("Executive").
1.Employment
(a) Company hereby employs Executive to serve as Chairman of Harrison Digicom,
and to perform, subject to the overriding directions and authority of the board
of trustee(s) of Harrison Digicom, the duties and responsibilities commensurate
with such position such employment shall be for the period commencing on
October 16, 1998, (the "Commencement Date"), and ending five years from the
Commencement Date (the "Term") (each year of which Term shall be referred to
hereinafter as a "Term Year"), unless such employment is sooner terminated as
provided in this Agreement. This Executive shall also retain a permanent
position as a Director of Harrison Digicom during the life of this
agreement.
(b) Executive hereby accepts employment under this Agreement and agrees to
devote Executive's best efforts and his full time and attention to the business
and affairs of Company, as such business and affairs now exist and as they may
be hereafter changed or augmented, under and pursuant to the general direction
of the Board of directors of Harrison Digicom (the "Board"). Company shall
retain full direction and control of the manner, means and methods by which
Executive performs the services for which Executive is employed thereunder and
of the place or places at which such services shall be tendered.
2. Compensation
Executive shall be paid at the yearly rate of $150,000 (US Dollars), payable at
semimonthly intervals during the term of employment and shall be reviewed
annually. Executive shall, in addition to his annual salary, be entitled to an
annual bonus as awarded by the Board of Directors. Bonus shall be based on the
performance of company before taxes and extraordinary items. Executive shall
be awarded 85% of base salary as a annual bonus, based on performance of
company as per approved plan as directed by the Board of Directors. Such bonus
shall be paid within 90 days after the expiration of each Term Year. Bonus may
be award as cash payment or stock or any combination thereof. Executive shall
further be entitled to stock options of 500,000 shares at a purchase price
that shall be the maximum discounted permitted as per the SEC requirements as
per the executed date of this agreement. One fifth (1/5) of such awards
shall be awarded at the signing of this agreement and on the Commencement Date
of each anniversary for this contract duration and all shall be exercisable
for a period of five years thereafter.
(a) Reimbursements.
Executive, shall be entitled to reimbursement for reasonable travel and other
business expenses incurred by Executive in the performance of his duties under
this Agreement in accordance with the general policy of Company, as it may
change from time to time.
(b)Withholding.
Company shall be entitled to withhold from any compensation thereunder such
amounts on account of payroll taxes, income taxes and other similar matters as
are require to be withheld by applicable law.
(c) Insurance.
Company may, at its discretion, secure at its own expense a "key-man" insurance
policy upon the life of Executive, payable to Company in he event of
Executive's death. Executive agrees that any such insurance policy shall be
for Company's benefit only, and acknowledges that no person claiming by or
<PAGE>
through Executive shall have any right to the proceeds of such insurance
policy. Executive agrees to execute all documents and take all acts reasonably
requested by Company to secure and enjoy the benefits of such insurance policy.
(d) Vacation.
Executive shall be entitled to four (4) weeks vacation per calendar year.
(e) Benefit Plans.
Executive and designated dependents shall be entitled to participate in
Harrison Digicom's health insurance, and life insurance plans and other benefit
plans as may from time to time be adopted for similarly situated employees of
company during the course of his employment. The amount and extent of benefits
to which executive is entitled shall be governed by Harrison Digicom's specific
benefit plan and any amendments thereto. Nothing in this Agreement shall
preclude Company or any affiliate of Company from terminating or amending any
employee benefit plan or program at any time or from time to time.
3. Confidentiality
(a) The Executive acknowledges that in the course of his employment he will
acquire information about certain matters and things which are confidential to
Harrison Digicom and which information is the exclusive property of Harrison
Digicom. Further, the Executive acknowledges that Harrison Digicom's business
depends significantly upon the maintenance of trade secrets, technical
innovations and other confidential proprietary information that Harrison
Digicom has developed at great expense. The Executive further acknowledges
that Harrison Digicom has developed a close and valuable relationship with many
of its customers and suppliers.
(b) Harrison Digicom acknowledges that in the course of Executives employment
they will acquire information about certain matters and things which are
confidential to the Executive and which information is the exclusive property
of the Executive. Further, Harrison Digicom acknowledges that the Executive's
relationships are confidential proprietary information that the Executive has
developed at great expense. Harrison Digicom further acknowledges that the
Executive has developed a close and valuable relationship with many other key
executives and they shall remain the confidential property of the Executive.
(c) In partial consideration for the Executive's employment hereunder, the
Executive and Company in considering those matters set out in subparagraph (a)
hereof, covenants and agrees that he will not, at any time during the term of
his employment by Harrison Digicom and for a period of two (2) yews thereafter,
reveal, divulge or make known to any person or entity other than Harrison
Digicom and its duly authorized employees) or make use of for his own or any
other's benefit, Harrison Digicom's list of customers and suppliers or its
trade secrets, production processes and materials, formulae, research
techniques or accomplishments, markets or marketing plans, present and future,
technical and business information relating to Harrison Digicom's services or
products, research and development, potential business ventures, or his
knowledge of any of the other business or financial affairs of Harrison
Digicom, or any other information regarded by Harrison Digicom as confidential,
which during this employment pursuant hereto is made known to the Executive
(the "Confidential Information"). For greater certainty, Executive and Company
shall maintain in confidence and will not disclose or use, without the prior
express written consent of Executive or Company, any Confidential Information
whether or not it is in written or permanent form, except to the extent
required to perform duties on behalf of Company in Executive's capacity as an
employee. Confidential Information includes, without limitation, any
information, not generally known in the relevant trade or industry, which was
obtained from Company, or any of its affiliates, or which was, discovered,
developed, conceived, originated or prepared by Executive in the scope of his
employment. Upon termination of Executive's employment or at the request of
Company before termination, Executive will deliver to Company all written and
tangible material in his possession incorporating Confidential Information or
otherwise relating to Company's business. These obligations with respect to
Confidential Information extend to information belonging to customers and<PAGE>
suppliers of Company who may have disclosed such information to Executive as
the result of his status as an employee of Harrison Digicom.
4. Executive's Business Activities.
(a) Executive shall devote such professional time, attention and energy as
required by the business and affairs of Company, as its business and affairs
now exist and as they hereafter may be changed. Executive shall not, during
the term of this agreement, engage in any other business activity in the
related industry without disclosure.
(b) Executive agrees that, at no time during the term of his employment with
Harrison Digicom he will not (without the prior written consent of Harrison
Digicom) directly or indirectly, in any manner whatsoever, including, without
limitation, enter into the employment of or render services to or either
individually or in partnership or jointly or in conjunction with any other
Person, as principal, agent, shareholder, employee or in any other manner
whatsoever, carry on or be engaged in the same or substantially similar
business which may be carried on by Harrison Digicom or any business
competitive with the business now carried on by Harrison Digicom (a
"Competitive Business,"), or be concerned with or interested in or lend money
to, guarantee the debt or obligations of or permit his name or any part thereof
to be used by any person, persons, firm, association, syndicates company Or
corporation engaged or concerned with or interest in a Competitive Business.
Harrison Digicom does acknowledge that his relationships that are disclosed in
the agreement are exempt for this article.
5. Interference with Company's Business
(a) During the term hereof, or at any time thereafter, Executive shall riot,
directly or indirectly, employ, solicit for employment, or advise or recommend
to any other person that such other person employ or solicit for employment,
any person employed (whether as a consultant, employee, agent or otherwise) by
Company in a Competitive Business of Harrison Digicom.
(b) Executive will not at any time during the term of his employment with
Harrison Digicom or at any time thereafter for himself, or on behalf of any
other Person, divulge any name or names of any or all of the customers of
Harrison Digicom or knowing solicit, interfere with or attempt to entice away
from Harrison Digicom in any manner whatsoever, any customer or supplier or any
Person in the habit of dealing with Harrison Digicom or known by him to be
about to deal with Harrison Digicom.
6. Termination of Employment by Company.
(a) Notwithstanding anything here into the contrary, Company may terminate
Executive's employment hereunder for cause at any time. Sufficient "cause" for
termination of Executive's employment hereunder shall include, but is not
limited to Executive's violation of any provision of this Agreement,
Executive's conviction for any criminal violation other than minor traffic
violations, or in the event Executive is guilty of misconduct or neglect or
dereliction of his duties hereunder, or for any course which would entitle
Company at law to terminate the employment of Executive. Upon said
termination, Company shall be under no obligation to Executive, except to pay
Executive's accrued salary and stock to the date of termination, plus one year
of salary. Upon said termination, Company shall be under no further obligation
to the Executive, except for the obligations set forth in Paragraphs 3, 4 and 5
hereof.
(b) Notwithstanding anything herein to the contrary, Executive may terminate
his employment hereunder at any time in the event that Harrison Digicom
violates any provision of this Agreement, Upon said termination, Executive
shall be under no further obligation to Harrison Digicom, except for the
obligations set forth in Paragraphs 3, 4 and 5 hereof.
7. Disability
If Executive shall be prevented during the period of employment hereunder from
properly performing services hereunder by reason of illness or other physical
or mental incapacity for a period of more than 30 consecutive days in any 60
day period, then Executive's salary shall be paid up through the last day of
the year in which the thirtieth (30th) consecutive day of incapacity occurs,
and thereafter Company's obligations hereunder shall cease and terminate. If
Executive becomes disabled and unable to perform the Executive's duties during
the term of this Agreement, Executive will be eligible to participate in the
disability plans or programs applicable to employees of Company, if any.
8. Death of Executive
(a) In the event of the death of Executive during the period of his employment
hereunder, Executive's shall be paid up through the end of this contact in the
30 days in which the date of death occurs, and thereafter Company's
obligations hereunder shall cease and terminate. Executive's heirs or personal
representatives shall perform Executive's obligations under Section 3 of this
Agreement to return the materials therein described by Company upon Company's
request.
(b) Notwithstanding Subparagraph (a), in the event of the accidental death of
the Executive while traveling on behalf of Harrison Digicom and while in the
performance of his duties on behalf of Harrison Digicom, the heirs or personal
representatives of the Executive shall be entitled to receive, as a lump sum
payment of, the balance of the salary and stock then owing to the Executive
for the balance of the Term.
9. Assignment and Transfer
(a) Executive's rights and obligations under this Agreement shall not be
transferable by assignment or otherwise, and any purported assignment,
transfer, or delegation thereof shall be void.
(b) This Agreement shall inure to the benefit of, and be enforceable by, any
purchaser of substantially all of Company's assets, any corporate successor to
Company or any assignee thereof.
10. Obligations Surviving Expiration or Termination
Executive's and Company's obligations under Section 3, relating to proprietary
information, and Sections 4 and 5 shall survive expiration or termination of
this Agreement and termination of employment hereunder for any reason. All such
obligations shall be binding upon Executive's heirs and personal
representatives and shall inure to the benefit of Company's successors and
assigns.
11. No Inconsistent Obligations
Executive represents and warrants that there exist no obligations, legal of
otherwise, inconsistent with the terms of this Agreement or with Executive
undertaking employment with Company. Executive will not disclose to Company,
or use, or induce Company to use, any proprietary information or trade secrets
of others.
12. Obligations of or to Other Entities: Indemnification.
Executive represents and warrants that there exist no obligations or
liabilities of or claims against, and that Executive has no obligations of any
kind to, any corporation, partnership or other business entity, of which
Executive is or was a principal shareholder, partner or principal owner, other
than those which have been disclosed in writing to Company.
13. Notwithstanding anything to the contrary herein, in the event there is a
change of control of Harrison Digicom prior to the expiration of the Term, the
Executive shall be entitled, by ninety (90) days' notice in writing given to
Harrison Digicom within thirty (30) days following the aforementioned change of
control, to terminate his employment with Harrison Digicom. In the event of
such termination, the Executive shall be entitled to receive, as at the date of
such termination, a lump sum payment equal to the balance of the salary then
owing to the Executive for the remainder of the Term. In addition, at the
date of such termination, all options granted to the Executive pursuant to
Paragraph 2 that have not then vested in the Executive shall be deemed to have
been vested and to be immediately exercisable by the Executive. If Executive
<PAGE>
has any stock of any class, restricted and non restricted it shall be deemed to
have been vested and to be immediately exercisable by the Executive. As used
herein, "change of control" means any change of responsibility or position
that is not preapprove by the Executive in writing.
14. Miscellaneous
(a) Legal Fees.
Should either party hereto, or any heir, personal representative, successor or
assign of either party hereto, resort to litigation or arbitration to enforce
this Agreement, the party or parties prevailing In such litigation or
arbitration shall be entitled, in addition to such other relief as may be
granted, to recover its or their reasonable legal fees and costs in such
litigation or arbitration from the party or parties against whom enforcement
was sought.
(b) Governing Law.
This Agreement shall be governed by and construed according to the laws of the
United States and shall be treated as an Nevada contract.
(c) Entire Agreement.
This Agreement contains the entire agreement and understanding between the
parties hereto and supersedes any prior or contemporaneous written or oral
agreements between them respecting the subject matter hereof.
(d) Amendments.
This Agreement may be amended only by a writing signed by Executive and by a
representative of Company duly authorized.
(e) Severability.
If any term, provision, or condition of this Agreement, or the application
thereof to any person, place or circumstance, shall be held to be invalid,
unenforceable, or void, the remainder of this Agreement and such term,
provision, covenant, or condition as applied to other persons, places and
circumstances shall remain in full force and effect.
(f) Construction.
The headings and captions of this Agreement are provided for convenience only
and are intended to have no effect in construing or interpreting this
Agreement. The language in all parts of this Agreement shall be in all cases
construed according to its fair meaning and not strictly for or against Company
or Executive. "Person" or "persons" shall mean any person, firm, partnership,
trust, government, corporation or other legal entity, including any combination
of them.
(g) Rights Cumulative.
The rights and remedies provided by this Agreement are cumulative, and the
exercise of any right or remedy by either party hereto (or by its successor),
whether pursuant to this Agreement, to any other agreement, or to law, shall
not preclude or waive its right to exercise any or all other rights and
remedies.
(h) No waiver.
No failure or neglect or either party hereto to any instance to exercise any
right, power, or privilege hereunder or under law shall constitute a waiver of
any other right, power, or privilege or of the same right, power or privilege
in any other instance. All waivers by either party hereto must be contained in
a written instrument signed by the party to be charged and, in the case of
Company, by an officer of Company (other than executive ) or other person duly
authorized by Company.
(i) Remedy for Breach.
The parties hereto agree that, in the event of breach or threatened breach of
any covenants of Executive, the damage or imminent damage to the value and the
goodwill of Company's business shall be inestimable, and that therefore any
remedy at law or in damages shall be inadequate. Accordingly, the parties
<PAGE>
<PAGE>
hereto agree that Company shall be entitled to injunctive relief against
Executive in the event of any breach or threatened breach of any such
provisions by Executive, in addition to any other relief (including damages)
available to Company under this Agreement or under law.
(j)Notices.
Any notice, request, consent, or approval required or permitted to be given
under this Agreement or pursuant to law shall be sufficient if in writing, and
if and when sent by carried or registered mail, with postage prepaid, to
Executive's residence (as noted in Company's records), or to Company's
principal office, as the case may be.
(k)Assistance in Litigation.
Executive shall, during and after termination of employment, upon reasonable
notice, furnish such information and proper assistance to Harrison Digicom as
any reasonably be required by Harrison Digicom in connection with any
litigation in which it or any of its subsidiaries or affiliates is, or any
become, a party.
(1)Advice of Counsel.
Executive acknowledges that he has had the opportunity to consult legal counsel
of his choice with regard to this agreement, that he has read any understood
his agreement, and that he is fully aware of its legal effect and that he has
entered into it freely and voluntarily and based on his own judgment, with
advice of counsel, and not based on any representations or promises by Company,
or third parties, other than those contained in this agreement.
IN WITNESS WHEREOF, the undersigned have executed this Agreement on the date
first written above.
EXECUTIVE
/S/DONALD L. MILLER
Donald L. Miller
Company ( Harrison Digicom, Inc.)
/s/JOHN W. BUSH
Director
EXHIBIT 10.3 EMPLOYMENT AGREEMENT BETWEEN HARRISON DIGICOM AND DENTON GUTHRIE
THIS AGREEMENT, dated as of October 18, 1998, is entered into between Harrison
Digicom, Inc., whose address is 305 Cadillac Suite 0-205A, Costa Mesa, CA
92626, hereinafter ("Company"), and Denton Guthrie hereinafter ("Executive").
1. Employment
(a) Company hereby employs Executive to serve as Executive Vice President/CFO,
grade level E14 of the Harrison Digicom, Inc., and a Treasury of Harrison
Digicom, Inc. to perform, subject to the overriding directions and authority of
the Board of Director(s) of the Company, the duties and responsibilities
commensurate with such position such employment shall be for the period
commencing on October 16, 1998 (the "Commencement Date"), and ending five
years from the Commencement Date (the "Term") (each year of which Term shall be
referred to hereinafter as a "Term Year"), unless such employment is sooner
terminated as provided in this Agreement.
(b) Executive hereby accepts employment under this Agreement, and agrees to
devote Executive's best efforts and his full time and attention to the business
and affairs of Company, as such business and affairs now exist and as they may
be hereafter changed or augmented, under and pursuant to the general direction
of the Board of Directors of the Company (the "Board"). Company shall retain
full direction and control of the manner, means and methods by which
Executive performs the services for which Executive is employed thereunder and
of the place or places at which such services shall be tendered.
2. Compensation
Executive shall be paid at the yearly rate of $150,000 (US Dollars), payable
at semimonthly intervals during the term of employment and shall be reviewed
annually. Executive shall, in addition to his annual salary, be entitled to an
annual bonus as awarded by the Board of Directors. Bonus shall be based on the
net profits of company before taxes and extraordinary items. Executive shall
be awarded 75% of base salary as a annual bonus, based on performance of
company as directed by the Board of Directors. Such bonus shall be paid within
90 days after the expiration of each Term Year or paid quarterly as directed by
management team. Bonus may be award as cash payment or stock or any
combination thereof. Executive shall further be entitled to stock options of
500,000 shares at a purchase price of $.001 as awarded by the Board of
Directors. One fifth (1/5) of such awards on each anniversary for this
contract duration and all shall be exercisable for a period of five years
thereafter.
(a) Reimbursements.
Executive shall be entitled to reimbursement for reasonable travel and other
business expenses incurred by Executive in the performance of his duties under
this Agreement in accordance with the general policy of Company, as it may
change from time to time.
(b) Withholding.
Company shall be entitled to withhold from any compensation thereunder such
amounts on account of payroll taxes, income taxes and other similar matters as
are required to be withheld by applicable law.
(c) Insurance.
Company may, at its discretion, secure at its own expense a "key-man" insurance
policy upon the life of Executive, payable to Company in the event of
Executive's death. Executive agrees that any such insurance policy shall be
for Company's benefit only, and acknowledges that no person claiming by or
through Executive shall have any right to the proceeds of such insurance
policy. Executive agrees to execute all documents and take all acts reasonably
requested by Company to secure and enjoy the benefits of such insurance policy.
(d) Vacation.
Executive shall be entitled to four (4) weeks vacation per calendar year.
(e) Benefit Plans.
Executive and designated dependents shall be entitled to participate in the
Company's health insurance, and life insurance plans and other benefit plans as
may from time to time be adopted for similarly situated employees of company
during the course of his employment. The amount and extent of benefits to
which executive is entitled shall be governed by the company's specific benefit
plan and any amendments thereto. Nothing in this Agreement shall preclude
Company or any affiliate of Company from terminating or amending any employee
benefit plan or program at any time or from time to time.
3. Confidentiality
(a) The Executive acknowledges that in the course of his employment he will
acquire information about certain matters and things which are confidential to
the Company and which information is the exclusive property of the Company.
Further, the Executive acknowledges that the Company's business depends
significantly upon the maintenance of trade secrets, technical innovations and
other confidential proprietary information that the Company has developed at
great expense. The Executive further acknowledges that the Company has
developed a close and valuable relationship with many of its customers and
suppliers.
(b) The Company acknowledges that in the course of Executives employment they
will acquire information about certain matters and things which are
confidential to the Executive and which information is the exclusive property
of the Executive. Further, the Company acknowledges that the Executive's
relationships are confidential proprietary information that the Executive has
developed at great expense. The Company further acknowledges that the
Executive has developed a close and valuable relationship with many other key
executives and they shall remain the confidential property of the Executive.
(c) In partial consideration for the Executive's employment hereunder, the
Executive and Company in considering those matters set out in subparagraph (a)
hereof, covenants and agrees that he will not, at any time during the term of
his employment by the Company and for a period of two (2) years thereafter,
reveal, divulge or make known to any person or entity other than the Company
and its duly authorized employees, or make use of for his own or any other's
benefit, the Company's list of customers and suppliers or its trade secrets,
production processes and materials, formulae, research techniques or
accomplishments, markets or marketing plans, present and future, technical and
business information relating to the Company's services or products, research
and development, potential business ventures, or his knowledge of any of the
other business or financial affairs of the Company, or any other information
regarded by the Company as confidential, which during this employment pursuant
hereto is made known to the Executive (the "Confidential Information"). For
greater certainty, Executive and Company shall maintain in confidence and will
not disclose or use, without the prior express written consent of Executive or
Company, any Confidential Information whether or not it is in written or
permanent form, except to the extent required to perform duties on behalf of
Company in Executive's capacity as an employee. Confidential Information
includes, without limitation, any information, not generally known in the
relevant trade or industry, which was obtained from Company, or any of its
affiliates, or which was, discovered, developed, conceived, originated or
prepared by Executive in the scope of his employment. Upon termination of
Executive's employment or at the request of Company before termination,
Executive will deliver to Company all written and tangible material in his
possession incorporating Confidential Information or otherwise relating to
Company's business. These obligations with respect to Confidential Information
extend to information belonging to customers and suppliers of Company who may
have disclosed such information to Executive as the result of his status as an
employee of the Company.
<PAGE>
4. Executive's Business Activities.
(a) Executive shall devote such professional time, attention and energy as
required by the business and affairs of Company, as its business and affairs
now exist and as they hereafter may be changed. Executive shall not, during
the term of this agreement, engage in any other business activity in the
related industry without disclosure. Company has agreed on the executive's
employment obligations at the date of execution of this contract.
(b) Executive agrees that at no time during the term of his employment with
the Company he will not (without the prior written consent of the Company)
directly or indirectly, in any manner whatsoever, including, without
limitation, enter into the employment of or render services to or either
individually or in partnership or jointly or in conjunction with any other
Person, as principal, agent, shareholder, employee or in any other manner
whatsoever, carry on or be engaged in the same or substantially similar
business which may be carried on by the Company or any business competitive
with the business now carried on by the Company (a "Competitive Business"), or
be concerned with or interested in or lend money to, guarantee the debt or
obligations of or permit his name or any part thereof to be used by any person,
persons, firm, association, syndicates company or corporation engaged or
concerned with or interest in a Competitive Business. The Company does
acknowledge that his relationships that are disclosed in the agreement are
exempt for this article.
5. Interference with Company's Business
(a) During the term hereof, or at any time thereafter, Executive shall not
recruit, directly or indirectly, employ, solicit for employment, or advise or
recommend to any other person that such other person employ or solicit for
employment, any person employed (whether as a consultant, employee, agent or
otherwise) by Company in a Competitive Business of the Company.
(b) Executive will not at any time during the term of his employment with the
Company or at any time thereafter for himself, or on behalf of any other
Person, divulge any name or names of any or all of the customers of the Company
or knowing solicit, interfere with or attempt to entice away from the Company
in any manner whatsoever, any customer or supplier or any Person in the habit
of dealing with the Company or known by him to be about to deal with the
Company.
6. Termination of Employment by Company.
(a) Notwithstanding anything here into the contrary, Company may terminate
Executive's employment hereunder for cause at any time. Sufficient "cause" for
termination of Executive's employment hereunder shall include, but is not
limited to Executive's violation of any provision of this Agreement,
Executive's conviction for any criminal violation other than minor traffic
violations, or in the event Executive is guilty of misconduct or neglect or
dereliction of his duties hereunder, or for any course which would entitle
Company at law to terminate the employment of Executive. Upon said
termination, Company shall be under no obligation to Executive, except to pay
Executive's accrued salary and stock to the date of termination, plus one year
of salary. Upon said termination, Company shall be under no further obligation
to the Executive, except for the obligations set forth in Paragraphs 3, 4 and 5
hereof.
(b) Notwithstanding anything herein to the contrary, Executive may terminate
his employment hereunder at any time in the event that the Company violates any
provision of this Agreement. Upon said termination, Executive shall be under
no further obligation to the Company, except for the obligations set forth in
Paragraphs 3, 4 and 5 hereof.
7. Disability
If Executive shall be prevented during the period of employment hereunder from
properly performing services hereunder by reason of illness or other physical
or mental incapacity for a period of more than 30 consecutive days in any 60
day period, then Executive's salary shall be paid up through the last day of
<PAGE>
the year in which the thirtieth (30th) consecutive day of incapacity occurs,
and thereafter Company's obligations hereunder shall cease and terminate. If
Executive becomes disabled and unable to perform the Executive's duties during
the term of this Agreement, Executive will be eligible to participate in the
disability plans or programs applicable to employees of Company, if any.
8. Death of Executive
(a) In the event of the death of Executive during the period of his employment
hereunder, Executive shall be paid up through the end of this contact in the 30
days in which the date of death occurs, and thereafter Company's obligations
hereunder shall cease and terminate. Executive's heirs or personal
representatives shall perform Executive's obligations under Section 3 of this
Agreement to return the materials therein described by Company upon Company's
request.
(b) Notwithstanding Subparagraph (a), in the event of the accidental death of
the Executive while traveling on behalf of the Company and while in the
performance of his duties on behalf of the Company, the heirs or personal
representatives of the Executive shall be entitled to receive, as a lump sum
payment of the balance of the salary and stock then owing to the Executive for
the balance of the Term.
9. Assignment and Transfer
(a) Executive's rights and obligations under this Agreement shall not be
transferable by assignment or otherwise, and any purported assignment,
transfer, or delegation thereof shall be void.
(b) This Agreement shall inure to the benefit of, and be enforceable by, any
purchaser of substantially all of Company's assets, any corporate successor to
Company or any assignee thereof.
10. Obligations Surviving Expiration or Termination
Executive's and Company's obligations under Section 3, relating to proprietary
information, and Sections 4 and 5 shall survive expiration or termination of
this Agreement and termination of employment hereunder for any reason. All such
obligations shall be binding upon Executive's heirs and personal
representatives and shall inure to the benefit of Company's successors and
assigns.
11. No Inconsistent Obligations
Executive represents and warrants that there exist no obligations, legal or
otherwise, inconsistent with the terms of this Agreement or with Executive
undertaking employment with Company. Executive will not disclose to Company,
or use, or induce Company to use, any proprietary information or trade secrets
of others.
12. Obligations of or to Other Entities
(a) Indemnification. Executive represents and warrants that there exist no
obligations or liabilities of or claims against, and that Executive has no
obligations of any kind to, any corporation, partnership or other business
entity, of which Executive is or was a principal shareholder, partner or
principal owner, other than those which have been disclosed in writing to
Company.
13. Change of Control
Notwithstanding anything to the contrary herein, in the event there is a change
of control of the Company prior to the expiration of the Term, the Executive
shall be entitled, by ninety (90) days notice in writing given to the Company
within thirty (30) days following the aforementioned change of control, to
terminate his employment with the Company. In the event of such termination,
the Executive shall be entitled to receive, as at the date of such termination,
a lump sum payment equal to the balance of the salary then owing to the
Executive for the remainder of the Term. In addition, at the date of such
termination, all options granted to the Executive pursuant to Paragraph 2 that
have not then vested in the Executive shall be deemed to have been vested and
<PAGE>
to be immediately exercisable by the Executive. If Executive has any stock of
any class, restricted and non restricted it shall be deemed to have been vested
and to be immediately exercisable by the Executive. As used herein, "change of
control" means any change of responsibility or position that is not
preapproved by the Executive in writing.
14. Miscellaneous
(a) Legal Fees. Should either party hereto, or any heir, personal
representative, successor or assign of either party hereto, resort to
litigation or arbitration to enforce this Agreement, the party or parties
prevailing in such litigation or arbitration shall be entitled, in addition to
such other relief as may be granted, to recover its or their reasonable legal
fees and costs in such litigation or arbitration from the party or parties
against whom enforcement was sought.
(b) Governing Law. This Agreement shall be governed by and construed
according to the laws of the United States and shall be treated as an
California contract.
(c) Entire Agreement. This Agreement contains the entire agreement and
understanding between the parties hereto and supersedes any prior or
contemporaneous written or oral agreements between them respecting the subject
matter hereof.
(d) Amendments. This Agreement may be amended only by a writing signed by
Executive and by a representative of Company duly authorized.
(e) Severability. If any term, provision, or condition of this Agreement, or
the application thereof to any person, place or circumstance, shall be held to
be invalid, unenforceable, or void, the remainder of this Agreement and such
term, provision, covenant, or condition as applied to other persons, places and
circumstances shall remain in full force and effect.
(f) Construction. The headings and captions of this Agreement are provided
for convenience only and are intended to have no effect in construing or
interpreting this Agreement. The language in all parts of this Agreement shall
be in all cases construed according to its fair meaning and not strictly for or
against Company or Executive. "Person" or "persons" shall mean any person,
firm, partnership, trust, government, corporation or other legal entity,
including any combination of them.
(g) Rights Cumulative. The rights and remedies provided by this Agreement are
cumulative, and the exercise of any right or remedy by either party hereto (or
by its successor), whether pursuant to this Agreement, to any other agreement,
or to law, shall not preclude or waive its right to exercise any or all other
rights and remedies.
(h) No waiver. No failure or neglect or either party hereto to any instance
to exercise any right, power, or privilege hereunder or under law shall
constitute a waiver of any other right, power, or privilege or of the same
right, power or privilege in any other instance. All waivers by either party
hereto must be contained in a written instrument signed by the party to be
charged and, in the case of Company, by an officer of Company (other than
executive ) or other person duly authorized by Company.
(i) Remedy for Breach. The parties hereto agree that, in the event of breach
or threatened breach of any covenants of Executive, the damage or imminent
damage to the value and the goodwill of Company's business shall be unable to
estimate it, and that therefore any remedy at law or in damages shall be
inadequate. Accordingly, the parties hereto agree that Company shall be
entitled to injunctive relief against Executive in the event of any breach or
threatened breach of any such provisions by Executive, in addition to any other
relief (including damages) available to Company under this Agreement or under
law.
<PAGE>
(j)Notices. Any notice, request, consent, or approval required or permitted to
be given under this Agreement or pursuant to law shall be sufficient if in
writing, and if and when sent by carried or registered mail, with postage
prepaid, to Executive's residence (as noted in Company's records), or to
Company's principal office, as the case may be.
(k)Assistance in Litigation. Executive shall, during and after termination of
employment, upon reasonable notice, furnish such information and proper
assistance to the Company as any reasonably be required by the Company in
connection with any litigation in which it or any of its subsidiaries or
affiliates is, or any become, a party.
(l)Advice of Counsel. Executive acknowledges that he has had the opportunity
to consult legal counsel of his choice with regard to this agreement, that he
has read and understood his agreement, and that he is fully aware of its legal
effect and that he has entered into it freely and voluntarily and based on his
own judgment, with advice of counsel, and not based on any representations or
promises by Company, or third parties, other than those contained in this
agreement.
IN WITNESS WHEREOF, the undersigned have executed this Agreement on the date
first written above.
EXECUTIVE
/s/DENTON GUTHRIE
Denton Guthrie
COMPANY ( Harrison Digicom, Inc.)
/s/JOHN W. BUSH
Director/President/CEO
EXHIBIT 10.4 EMPLOYMENT AGREEMENT BETWEEN Harrison Digicom AND HOWARD FRANTOM
THIS AGREEMENT, dated as of January 1, 1999, is entered into between Harrison
Digicom, Inc. whose address is 5836 South Pecos Road, Las Vegas Nevada, 89120,
hereinafter ("Company"), and Mr. Howard Frantom, whose address is P. O. Box
2273 31112 Allview, Running Springs, California 92382 hereinafter
("Executive").
Acknowledgment
This agreement shall supersede all previous contracts, agreements or
relationships and promises either verbal or written made by Harrison Digicom,
Inc. and all subsidiaries, previous directors, officers or any other personal
in an official capacity or presented themselves in such capacity. This
agreement knowledge's that Mr. Frantom has been involved either as part time
employee and/or Advisory for said companies and has received 1,000,000 shares
of stock. This stock shall be retained by Mr. Frantom and hereby is included as
part of this contract and shall be considered as payment in full for all back
salaries and services under this contract and all other contracts, agreements
as earlier stated from March 31,1998 until December 31, 1998. Mr. Frantom on
his own free will hereby acknowledges and by his own choice releases any and
all other claims and accepts the provisions of this agreement. Mr. Frantom will
be paid back wages and expenses under the previous contracts up to January 1,
1999 and than shall be paid within the guidelines of this contract.
1.Employment
(a) Company hereby employs Executive to serve as Chief Operations Officer
("COO")/Senior VP, grade level E14 of the Company, and to perform, subject to
the overriding directions and authority of the board of director(s) of the
Company, the duties and responsibilities commensurate with such position such
employment shall be for the period commencing on November 1, 1998 (the
"Commencement Date"), and ending five years from the Commencement Date (the
"Term") (each year of which Term shall be referred to hereinafter as a "Term
Year"), unless such employment is sooner terminated as provided in this
Agreement.
(b) Executive hereby accepts employment under this Agreement and agrees to
devote Executive's best efforts and his full time and attention to the business
and affairs of Company, as such business and affairs now exist and as they may
be hereafter changed or augmented, under and pursuant to the general direction
of the Board of directors of the Company (the "Board"). Company shall retain
full direction and control of the manner, means and methods by which Executive
performs the services for which Executive is employed thereunder and of the
place or places at which such services shall be tendered.
2. Compensation
Executive shall be paid at the yearly rate of $150,000 (US Dollars), payable at
semimonthly intervals during the term of employment and shall be reviewed
annually. Executive shall, in addition to his annual salary, be entitled to an
annual bonus as awarded by the Board of Directors. Bonus shall be based on the
net profits of company before taxes and extraordinary items. Executive shall
be awarded 75 % of base salary as a annual bonus, based on performance of
company as directed by the Board of Directors. Such bonus shall be paid within
90 days after the expiration of each Term Year or paid quarterly as directed by
management team. Bonus may be award as cash payment or stock or any
combination thereof. Executive shall further be entitled to stock options of
500,000 shares at a purchase price of $.001 as awarded by the Board of
Directors. One fifth (1/5) of such awards shall be awarded on the
Commencement Date of each anniversary for this contract duration and all shall
be exercisable for a period of five years thereafter or as required by SEC or
other regulatory bodies.
<PAGE>
(a) Reimbursements.
Executive, shall be entitled to reimbursement for reasonable travel and other
business expenses incurred by Executive in the performance of his duties under
this Agreement in accordance with the general policy of Company, as it may
change from time to time. Company agrees to give special consideration for
Mr. Frantom as to place of employment and pay normal expenses if travel is
required from his resident within corporate guidelines. Long term both parties
may agree at the companies expense Mr. Frantom to relocate to a suitable area
for his employment.
(b)Withholding.
Company shall be entitled to withhold from any compensation thereunder such
amounts on account of payroll taxes, income taxes and other similar matters as
are require to be withheld by applicable law.
(c) Insurance.
Company may, at its discretion, secure at its own expense a "key-man" insurance
policy upon the life of Executive, payable to Company in he event of
Executive's death. Executive agrees that any such insurance policy shall be
for Company's benefit only, and acknowledges that no person claiming by or
through Executive shall have any right to the proceeds of such insurance
policy. Executive agrees to execute all documents and take all acts reasonably
requested by Company to secure and enjoy the benefits of such insurance policy.
(d) Vacation.
Executive shall be entitled to four (4) weeks vacation per calendar year.
(e) Benefit Plans.
Executive and designated dependents shall be entitled to participate in the
Company's health insurance, and life insurance plans and other benefit plans as
may from time to time be adopted for similarly situated employees of company
during the course of his employment. The amount and extent of benefits to
which executive is entitled shall be governed by the company's specific benefit
plan and any amendments thereto. Nothing in this Agreement shall preclude
Company or any affiliate of Company from terminating or amending any employee
benefit plan or program at any time or from time to time.
3. Confidentiality
(a) The Executive acknowledges that in the course of his employment he will
acquire information about certain matters and things which are confidential to
the Company and which information is the exclusive property of the Company.
Further, the Executive acknowledges that the Company's business depends
significantly upon the maintenance of trade secrets, technical innovations and
other confidential proprietary information that the Company has developed at
great expense. The Executive further acknowledges that the Company has
developed a close and valuable relationship with many of its customers and
suppliers.
(b) The Company acknowledges that in the course of Executives employment they
will acquire information about certain matters and things which are
confidential to the Executive and which information is the exclusive property
of the Executive. Further, the Company acknowledges that the Executive's
relationships are confidential proprietary information that the Executive has
developed at great expense. The Company further acknowledges that the Executive
has developed a close and valuable relationship with many other key
executives and they shall remain the confidential property of the Executive.
(c) In partial consideration for the Executive's employment hereunder, the
Executive and Company in considering those matters set out in subparagraph (a)
hereof, covenants and agrees that he will not, at any time during the term of
his employment by the Company and for a period of two (2) yews thereafter,
reveal, divulge or make known to any person or entity other than the Company
and its duly authorized employees) or make use of for his own or any other's
benefit, the Company's list of customers and suppliers or its trade secrets,
production processes and materials, formulae, research techniques or
<PAGE>
accomplishments, markets or marketing plans, present and future, technical and
business information relating to the Company's services or products, research
and development, potential business ventures, or his knowledge of any of the
other business or financial affairs of the Company, or any other information
regarded by the Company as confidential, which during this employment pursuant
hereto is made known to the Executive (the "Confidential Information"). For
greater certainty, Executive and Company shall maintain in confidence and will
not disclose or use, without the prior express written consent of Executive or
Company, any Confidential Information whether or not it is in written or
permanent form, except to the extent required to perform duties on behalf of
Company in Executive's capacity as an employee. Confidential Information
includes, without limitation, any information, not generally known in the
relevant trade or industry, which was obtained from Company, or any of its
affiliates, or which was, discovered, developed, conceived, originated or
prepared by Executive in the scope of his employment. Upon termination of
Executive's employment or at the request of Company before termination,
Executive will deliver to Company all written and tangible material in his
possession incorporating Confidential Information or otherwise relating to
Company's business. These obligations with respect to Confidential Information
extend to information belonging to customers and suppliers of Company who may
have disclosed such information to Executive as the result of his status as an
employee of the Company.
4. Executive's Business Activities.
(a) Executive shall devote such professional time, attention and energy as
required by the business and affairs of Company, as its business and affairs
now exist and as they hereafter may be changed. Executive shall not, during
the term of this agreement, engage in any other business activity in the
related industry without disclosure. Company acknowledges that Mr. Frantom is
currently involved with Martin Communications and Cellbook Inc. and may
continue this activity in a advisory position.
(b) Executive agrees that, at no time during the term of his employment with
the Company he will not (without the prior written consent of the Company)
directly or indirectly, in any manner whatsoever, including, without
limitation, enter into the employment of or render services to or either
individually or in partnership or jointly or in conjunction with any other
Person, as principal, agent, shareholder, employee or in any other manner
whatsoever, carry on or be engaged in the same or substantially similar
business which may be carried on by the Company or any business competitive
with the business now carried on by the Company (a "Competitive Business,"), or
be concerned with or interested in or lend money to, guarantee the debt or
obligations of or permit his name or any part thereof to be used by any person,
persons, firm, association, syndicates company Or corporation engaged or
concerned with or interest in a Competitive Business. The Company does
acknowledge that his relationships that are disclosed in the agreement are
exempt for this article.
5. Interference with Company's Business
(a) During the term hereof, or at any time thereafter, Executive shall not,
directly or indirectly, employ, solicit for employment, or advise or recommend
to any other person that such other person employ or solicit for employment,
any person employed (whether as a consultant, employee, agent or otherwise) by
Company in a Competitive Business of the Company.
(b) Executive will not at any time during the term of his employment with the
Company or at any time thereafter for himself, or on behalf of any other
Person, divulge any name or names of any or all of the customers of the Company
or knowing solicit, interfere with or attempt to entice away from the Company
in any manner whatsoever, any customer or supplier or any Person in the habit
of dealing with the Company or known by him to be about to deal with the
Company.
<PAGE>
6. Termination of Employment by Company.
(a) Notwithstanding anything here into the contrary, Company may terminate
Executive's employment hereunder for cause at any time. Sufficient "cause" for
termination of Executive's employment hereunder shall include, but is not
limited to Executive's violation of any provision of this Agreement,
Executive's conviction for any criminal violation other than minor traffic
violations, or in the event Executive is guilty of misconduct or neglect or
dereliction of his duties hereunder, or for any course which would entitle
Company at law to terminate the employment of Executive. Upon said
termination, Company shall be under no obligation to Executive, except to pay
Executive's accrued salary and stock to the date of termination, plus one year
of salary. Upon said termination, Company shall be under no further obligation
to the Executive, except for the obligations set forth in Paragraphs 3, 4 and
hereof.
(b) Notwithstanding anything herein to the contrary, Executive may terminate
his employment hereunder at any time in the event that the Company violates
any provision of this Agreement, upon said termination, Executive shall be
under no further obligation to the Company, except for the obligations set
forth in Paragraphs 3, 4 and 5 hereof.
7. Disability
If Executive shall be prevented during the period of employment hereunder from
properly performing services hereunder by reason of illness or other physical
or mental incapacity for a period of more than 30 consecutive days in any 60
day period, then Executive's salary shall be paid up through the last day of
the year in which the thirtieth (30th) consecutive day of incapacity occurs,
and thereafter Company's obligations hereunder shall cease and terminate. If
Executive becomes disabled and unable to perform the Executive's duties during
the term of this Agreement, Executive will be eligible to participate in the
disability plans or programs applicable to employees of Company, if any.
8. Death of Executive
(a) In the event of the death of Executive during the period of his employment
hereunder, Executive's shall be paid up through the end of this contact in the
30 days in which the date of death occurs, and thereafter Company's
obligations hereunder shall cease and terminate. Executive's heirs or personal
representatives shall perform Executive's obligations under Section 3 of this
Agreement to return the materials therein described by Company upon Company's
request.
(b) Notwithstanding Subparagraph (a), in the event of the accidental death of
the Executive while traveling on behalf of the Company and while in the
performance of his duties on behalf of the Company, the heirs or personal
representatives of the Executive shall be entitled to receive, as a lump sum
payment of, the balance of the salary and stock then owing to the Executive
for the balance of the Term.
9. Assignment and Transfer
(a) Executive's rights and obligations under this Agreement shall not be
transferable by assignment or otherwise, and any purported assignment,
transfer, or delegation thereof shall be void.
(b) This Agreement shall inure to the benefit of, and be enforceable by, any
purchaser of substantially all of Company's assets, any corporate successor to
Company or any assignee thereof.
10. Obligations Surviving Expiration or Termination
Executive's and Company's obligations under Section 3, relating to proprietary
information, and Sections 4 and 5 shall survive expiration or termination of
this Agreement and termination of employment hereunder for any reason. All
such obligations shall be binding upon Executive's heirs and personal
representatives and shall inure to the benefit of Company's successors and
assigns.
<PAGE>
11. No Inconsistent Obligations
Executive represents and warrants that there exist no obligations, legal of
otherwise, inconsistent with the terms of this Agreement or with Executive
undertaking employment with Company. Executive will not disclose to Company,
or use, or induce Company to use, any proprietary information or trade secrets
of others.
12. Obligations of or to Other Entities: Indemnification.
Executive represents and warrants that there exist no obligations or
liabilities of or claims against, and that Executive has no obligations of any
kind to, any corporation, partnership or other business entity, of which
Executive is or was a principal shareholder, partner or principal owner, other
than those which have been disclosed in writing to Company.
13. Notwithstanding anything to the contrary herein, in the event there is a
change of control of the Company prior to the expiration of the Term, the
Executive shall be entitled, by ninety (90) days' notice in writing given to
the Company within thirty (30) days following the aforementioned change of
control, to terminate his employment with the Company. In the event of such
termination, the Executive shall be entitled to receive, as at the date of such
termination, a lump sum payment equal to the balance of the salary then owing
to the Executive for the remainder of the Term. In addition, at the date of
such termination, all options granted to the Executive pursuant to Paragraph 2
that have not then vested in the Executive shall be deemed to have been vested
and to be immediately exercisable by the Executive. If Executive has any stock
of any class, restricted and non restricted it shall be deemed to have been
vested and to be immediately exercisable by the Executive. As used herein,
"change of control" means any change of responsibility or position that is not
preapprove by the Executive in writing.
14. Miscellaneous
(a) Legal Fees. Should either party hereto, or any heir, personal
representative, successor or assign of either party hereto, resort to
litigation or arbitration to enforce this Agreement, the party or parties
prevailing In such litigation or arbitration shall be entitled, in addition to
such other relief as may be granted, to recover its or their reasonable legal
fees and costs in such litigation or arbitration from the party or parties
against whom enforcement was sought.
(b) Governing Law. This Agreement shall be governed by and construed
according to the laws of the United States and shall be treated as an Nevada
contract.
(c) Entire Agreement. This Agreement contains the entire agreement and
understanding between the parties hereto and supersedes any prior or
contemporaneous written or oral agreements between them respecting the subject
matter hereof.
(d) Amendments. This Agreement may be amended only by a writing signed by
Executive and by a representative of Company duly authorized.
(e) Severability. If any term, provision, or condition of this Agreement, or
the application thereof to any person, place or circumstance, shall be held to
be invalid, unenforceable, or void, the remainder of this Agreement and such
term, provision, covenant, or condition as applied to other persons, places and
circumstances shall remain in full force and effect.
(f) Construction. The headings and captions of this Agreement are provided
for convenience only and are intended to have no effect in construing or
interpreting this Agreement. The language in all parts of this Agreement shall
be in all cases construed according to its fair meaning and not strictly for or
against Company or Executive. "Person" or "persons" shall mean any person,
firm, partnership, trust, government, corporation or other legal entity,
including any combination of them.
<PAGE>
(g) Rights Cumulative. The rights and remedies provided by this Agreement are
cumulative, and the exercise of any right or remedy by either party hereto (or
by its successor), whether pursuant to this Agreement, to any other agreement,
or to law, shall not preclude or waive its right to exercise any or all other
rights and remedies.
(h) No waiver. No failure or neglect or either party hereto to any instance
to exercise any right, power, or privilege hereunder or under law shall
constitute a waiver of any other right, power, or privilege or of the same
right, power or privilege in any other instance. All waivers by either party
hereto must be contained in a written instrument signed by the party to be
charged and, in the case of Company, by an officer of Company (other than
executive ) or other person duly authorized by Company.
(i) Remedy for Breach. The parties hereto agree that, in the event of breach
or threatened breach of any covenants of Executive, the damage or imminent
damage to the value and the goodwill of Company's business shall be
inestimable, and that therefore any remedy at law or in damages shall be
inadequate. Accordingly, the parties hereto agree that Company shall be
entitled to injunctive relief against Executive in the event of any breach or
threatened breach of any such provisions by Executive, in addition to any other
relief (including damages) available to Company under this Agreement or under
law.
(j)Notices. Any notice, request, consent, or approval required or permitted to
be given under this Agreement or pursuant to law shall be sufficient if in
writing, and if and when sent by carried or registered mail, with postage
prepaid, to Executive's residence (as noted in Company's records), or to
Company's principal office, as the case may be.
(k)Assistance in Litigation. Executive shall, during and after termination of
employment, upon reasonable notice, furnish such information and proper
assistance to the Company as any reasonably be required by the Company in
connection with any litigation in which it or any of its subsidiaries or
affiliates is, or any become, a party.
(l)Advice of Counsel. Executive acknowledges that he has had the
opportunity to consult legal counsel of his choice with regard to this
agreement, that he has read any understood his agreement, and that he is fully
aware of its legal effect and that he has entered into it freely and
voluntarily and based on his own judgment, with advice of counsel, and not
based on any representations or promises by Company, or third parties, other
than those contained in this agreement.
IN WITNESS WHEREOF, the undersigned have executed this Agreement on the date
first written above.
EXECUTIVE
/S/HOWARD FRANTOM
HOWARD FRANTOM
Company ( Harrison Digicom, Inc.)
/S/JOHN W. BUSH
JOHN W. BUSH
President/CEO
EXHIBIT 10.5 EMPLOYMENT AGREEMENT BETWEEN Harrison Digicom AND Kynaston Perriera
THIS AGREEMENT, dated as of February 6, 1999, is entered into between Harrison
Digicom, Inc. whose address is 305 Cadillac Suite 0-205A, Costa Mesa, CA 92626,
hereinafter ("Company"), and Mr. Kynaston Perriera , whose address is
109-04 34th Avenue, Flushing, NY 11368 hereinafter ("Executive").
1.Employment
(a) Company hereby employs Executive to serve as Senior Vice President of
International Affairs grade level E13 of the Company reporting to the
President/CEO. To perform, subject to the overriding directions and authority
of the board of director(s) of the Company, the duties and responsibilities
commensurate with such position and employment shall be for the period
commencing on February 15, 1999, (the "Commencement Date"), and ending five
years from the Commencement Date (the "Term") (each year of which Term shall be
referred to hereinafter as a "Term Year"), unless such employment is sooner
terminated as provided in this Agreement.
(b) Executive hereby accepts employment under this Agreement and agrees to
devote Executive's best efforts and his full time and attention to the business
and affairs of Company, as such business and affairs now exist and as they may
be hereafter changed or augmented, under and pursuant to the general direction
of the Board of directors of the Company (the "Board"). Company shall retain
full direction and control of the manner, means and methods by which Executive
performs the services for which Executive is employed thereunder and of the
place or places at which such services shall be tendered.
2. Compensation
Executive shall be paid at the yearly rate of $120,000 (US Dollars), payable
at semimonthly intervals during the term of employment and shall be reviewed
annually. Executive shall, in addition to his annual salary, be entitled to an
annual bonus as awarded by the Board of Directors. Bonus shall be based on the
net profits of company before taxes and extraordinary items. Executive shall
be awarded 70 % of base salary as a annual bonus, based on performance of
company as directed by the Board of Directors. Such bonus shall be paid within
90 days after the expiration of each Term Year or paid quarterly as directed by
management team. Bonus may be award as cash payment or stock or any
combination thereof. Executive shall further be entitled to stock options of
150,000 shares at a purchase price of $1.00 as awarded by the Board of
Directors. One fifth (1/5) of such awards shall be awarded on the Commencement
Date of each anniversary for this contract duration and all shall be
exercisable for a period of five years thereafter.
(a) Reimbursements.
Executive, shall be entitled to reimbursement for reasonable travel and other
business expenses incurred by Executive in the performance of his duties under
this Agreement in accordance with the general policy of Company, as it may
change from time to time. Executive acknowledges that if issued company credit
cards Executive shall use only as per company guidelines and for company use
only. Executive gives company right without any further action to hold
compensation in such amount as required to pay credit card if they are not used
as per company policy.
(b)Withholding.
Company shall be entitled to withhold from any compensation thereunder such
amounts on account of payroll taxes, income taxes and other similar matters as
are require to be withheld by applicable law.
<PAGE>
(c) Insurance.
Company may, at its discretion, secure at its own expense a "key-man"
insurance policy upon the life of Executive, payable to Company in he event of
Executive's death. Executive agrees that any such insurance policy shall be
for Company's benefit only, and acknowledges that no person claiming by or
through Executive shall have any right to the proceeds of such insurance
policy. Executive agrees to execute all documents and take all acts reasonably
requested by Company to secure and enjoy the benefits of such insurance policy.
(d) Vacation.
Executive shall be entitled to four (4) weeks vacation per calendar year.
(e) Benefit Plans.
Executive and designated dependents shall be entitled to participate in the
Company's health insurance, and life insurance plans and other benefit plans as
may from time to time be adopted for similarly situated employees of company
during the course of his employment. The amount and extent of benefits to
which executive is entitled shall be governed by the company's specific benefit
plan and any amendments thereto. Nothing in this Agreement shall preclude
Company or any affiliate of Company from terminating or amending any employee
benefit plan or program at any time or from time to time.
3. Confidentiality
(a) The Executive acknowledges that in the course of his employment he will
acquire information about certain matters and things which are confidential to
the Company and which information is the exclusive property of the Company.
Further, the Executive acknowledges that the Company's business depends
significantly upon the maintenance of trade secrets, technical innovations and
other confidential proprietary information that the Company has developed at
great expense. The Executive further acknowledges that the Company has
developed a close and valuable relationship with many of its customers and
suppliers.
(b) The Company acknowledges that in the course of Executives employment they
will acquire information about certain matters and things which are
confidential to the Executive and which information is the exclusive property
of the Executive. Further, the Company acknowledges that the Executive's
relationships are confidential proprietary information that the Executive has
developed at great expense. The Company further acknowledges that the
Executive has developed a close and valuable relationship with many other key
executives and they shall remain the confidential property of the Executive.
(c) In partial consideration for the Executive's employment hereunder, the
Executive and Company in considering those matters set out in subparagraph (a)
hereof, covenants and agrees that he will not, at any time during the term of
his employment by the Company and for a period of one (1) year thereafter,
reveal, divulge or make known to any person or entity other than the Company
and its duly authorized employees) or make use of for his own or any other's
benefit, the Company's list of customers and suppliers or its trade secrets,
production processes and materials, formulae, research techniques or
accomplishments, markets or marketing plans, present and future, technical and
business information relating to the Company's services or products, research
and development, potential business ventures, or his knowledge of any of the
other business or financial affairs of the Company, or any other information
regarded by the Company as confidential, which during this employment pursuant
hereto is made known to the Executive (the "Confidential Information"). For
greater certainty, Executive and Company shall maintain in confidence and will
not disclose or use, without the prior express written consent of Executive or
Company, any Confidential Information whether or not it is in written or
permanent form, except to the extent required to perform duties on behalf of
Company in Executive's capacity as an employee. Confidential Information
includes, without limitation, any information, not generally known in the
relevant trade or industry, which was obtained from Company, or any of its
affiliates, or which was, discovered, developed, conceived, originated or
prepared by Executive in the scope of his employment. Upon termination of
<PAGE>
<PAGE>
Executive's employment or at the request of Company before termination,
Executive will deliver to Company all written and tangible material in his
possession incorporating Confidential Information or otherwise relating to
Company's business. These obligations with respect to Confidential Information
extend to information belonging to customers and suppliers of Company who may
have disclosed such information to Executive as the result of his status as an
employee of the Company.
4. Executive's Business Activities.
(a) Executive shall devote such professional time, attention and energy as
required by the business and affairs of Company, as its business and affairs
now exist and as they hereafter may be changed. Executive shall not, during
the term of this agreement, engage in any other business activity in the
related industry without disclosure.
(b) Executive agrees that, at no time during the term of his employment with
the Company he will not (without the prior written consent of the Company)
directly or indirectly, in any manner whatsoever, including, without
limitation, enter into the employment of or render services to or either
individually or in partnership or jointly or in conjunction with any other
Person, as principal, agent, shareholder, employee or in any other manner
whatsoever, carry on or be engaged in the same or substantially similar
business which may be carried on by the Company or any business competitive
with the business now carried on by the Company (a "Competitive Business,"), or
be concerned with or interested in or lend money to, guarantee the debt or
obligations of or permit his name or any part thereof to be used by any person,
persons, firm, association, syndicates company Or corporation engaged or
concerned with or interest in a Competitive Business. The Company does
acknowledge that his relationships that are disclosed in the agreement are
exempt for this article.
5. Interference with Company's Business
(a) During the term hereof, or at any time thereafter, Executive shall riot,
directly or indirectly, employ, solicit for employment, or advise or recommend
to any other person that such other person employ or solicit for employment,
any person employed (whether as a consultant, employee, agent or otherwise) by
Company in a Competitive Business of the Company.
(b) Executive will not at any time during the term of his employment with the
Company or at any time thereafter for himself, or on behalf of any other
Person, divulge any name or names of any or all of the customers of the Company
or knowing solicit, interfere with or attempt to entice away from the Company
in any manner whatsoever, any customer or supplier or any Person in the habit
of dealing with the Company or known by him to be about to deal with the
Company.
6. Termination of Employment by Company.
(a) Notwithstanding anything here into the contrary, Company may terminate
Executive's employment hereunder for cause at any time. Sufficient "cause" for
termination of Executive's employment hereunder shall include, but is not
limited to Executive's violation of any provision of this Agreement,
Executive's conviction for any criminal violation other than minor traffic
violations, or in the event Executive is guilty of misconduct or neglect or
dereliction of his duties hereunder, or for any course which would entitle
Company at law to terminate the employment of Executive. Upon said
termination, Company shall be under no obligation to Executive, except to pay
Executive's accrued salary and stock to the date of termination, plus one year
of salary. Upon said termination, Company shall be under no further obligation
to the Executive, except for the obligations set forth in Paragraphs 3, 4 and 5
hereof.
(b) Notwithstanding anything herein to the contrary, Executive may terminate
his employment hereunder at any time in the event that the Company violates any
provision of this Agreement, Upon said termination, Executive shall be under no
further obligation to the Company, except for the obligations set forth in
Paragraphs 3, 4 and 5 hereof.<PAGE>
7. Disability
If Executive shall be prevented during the period of employment hereunder from
properly performing services hereunder by reason of illness or other physical
or mental incapacity for a period of more than 30 consecutive days in any 60
day period, then Executive's salary shall be paid up through the last day of
the year in which the thirtieth (30th) consecutive day of incapacity occurs,
and thereafter Company's obligations hereunder shall cease and terminate. If
Executive becomes disabled and unable to perform the Executive's duties during
the term of this Agreement, Executive will be eligible to participate in the
disability plans or programs applicable to employees of Company, if any.
8. Death of Executive
(a) In the event of the death of Executive during the period of his employment
hereunder, Executive's shall be paid up through the end of this contact in the
30 days in which the date of death occurs, and thereafter Company's
obligations hereunder shall cease and terminate. Executive's heirs or personal
representatives shall perform Executive's obligations under Section 3 of this
Agreement to return the materials therein described by Company upon Company's
request.
(b) Notwithstanding Subparagraph (a), in the event of the accidental death of
the Executive while traveling on behalf of the Company and while in the
performance of his duties on behalf of the Company, the heirs or personal
representatives of the Executive shall be entitled to receive, as a lump sum
payment of, the balance of the salary and stock then owing to the Executive
for the balance of the Term.
9. Assignment and Transfer
(a) Executive's rights and obligations under this Agreement shall not be
transferable by assignment or otherwise, and any purported assignment,
transfer, or delegation thereof shall be void.
(b) This Agreement shall inure to the benefit of, and be enforceable by, any
purchaser of substantially all of Company's assets, any corporate successor to
Company or any assignee thereof.
10. Obligations Surviving Expiration or Termination
Executive's and Company's obligations under Section 3, relating to proprietary
information, and Sections 4 and 5 shall survive expiration or termination of
this Agreement and termination of employment hereunder for any reason. All such
obligations shall be binding upon Executive's heirs and personal
representatives and shall inure to the benefit of Company's successors and
assigns.
11. No Inconsistent Obligations
Executive represents and warrants that there exist no obligations, legal of
otherwise, inconsistent with the terms of this Agreement or with Executive
undertaking employment with Company. Executive will not disclose to Company,
or use, or induce Company to use, any proprietary information or trade secrets
of others.
12. Obligations of or to Other Entities: Indemnification.
Executive represents and warrants that there exist no obligations or
liabilities of or claims against, and that Executive has no obligations of any
kind to, any corporation, partnership or other business entity, of which
Executive is or was a principal shareholder, partner or principal owner, other
than those which have been disclosed in writing to Company.
13. Notwithstanding anything to the contrary herein, in the event there is a
change of control of the Company prior to the expiration of the Term, the
Executive shall be entitled, by ninety (90) days' notice in writing given to
the Company within thirty (30) days following the aforementioned change of
control, to terminate his employment with the Company. In the event of such
termination, the Executive shall be entitled to receive, as at the date of such
termination, a lump sum payment equal to the balance of the salary then owing
<PAGE>
to the Executive for the remainder of the Term. In addition, at the date of
such termination, all options granted to the Executive pursuant to Paragraph 2
that have not then vested in the Executive shall be deemed to have been vested
and to be immediately exercisable by the Executive. If Executive has any stock
of any class, restricted and non restricted it shall be deemed to have been
vested and to be immediately exercisable by the Executive. As used herein,
"change of control" means any change of responsibility or position that is not
preapproved by the Executive in writing.
14. Miscellaneous
(a) Legal Fees. Should either party hereto, or any heir, personal
representative, successor or assign of either party hereto, resort to
litigation or arbitration to enforce this Agreement, the party or parties
prevailing In such litigation or arbitration shall be entitled, in addition to
such other relief as may be granted, to recover its or their reasonable legal
fees and costs in such litigation or arbitration from the party or parties
against whom enforcement was sought.
(b) Governing Law. This Agreement shall be governed by and construed
according to the laws of the United States and shall be treated as an
California contract.
(c) Entire Agreement. This Agreement contains the entire agreement and
understanding between the parties hereto and supersedes any prior or
contemporaneous written or oral agreements between them respecting the subject
matter hereof.
(d) Amendments. This Agreement may be amended only by a writing signed by
Executive and by a representative of Company duly authorized.
(e) Severability. If any term, provision, or condition of this Agreement, or
the application thereof to any person, place or circumstance, shall be held to
be invalid, unenforceable, or void, the remainder of this Agreement and such
term, provision, covenant, or condition as applied to other persons, places and
circumstances shall remain in full force and effect.
(f) Construction. The headings and captions of this Agreement are provided
for convenience only and are intended to have no effect in construing or
interpreting this Agreement. The language in all parts of this Agreement shall
be in all cases construed according to its fair meaning and not strictly for or
against Company or Executive. "Person" or "persons" shall mean any person,
firm, partnership, trust, government, corporation or other legal entity,
including any combination of them.
(g) Rights Cumulative. The rights and remedies provided by this Agreement are
cumulative, and the exercise of any right or remedy by either party hereto (or
by its successor), whether pursuant to this Agreement, to any other agreement,
or to law, shall not preclude or waive its right to exercise any or all other
rights and remedies.
(h) No waiver. No failure or neglect or either party hereto to any instance
to exercise any right, power, or privilege hereunder or under law shall
constitute a waiver of any other right, power, or privilege or of the same
right, power or privilege in any other instance. All waivers by either party
hereto must be contained in a written instrument signed by the party to be
charged and, in the case of Company, by an officer of Company (other than
executive ) or other person duly authorized by Company.
(i) Remedy for Breach. The parties hereto agree that, in the event of breach
or threatened breach of any covenants of Executive, the damage or imminent
damage to the value and the goodwill of Company's business shall be
inestimable, and that therefore any remedy at law or in damages shall be
inadequate. Accordingly, the parties hereto agree that Company shall be
entitled to injunctive relief against Executive in the event of any breach or
<PAGE>
threatened breach of any such provisions by Executive, in addition to any other
relief (including damages) available to Company under this Agreement or under
law.
(j)Notices. Any notice, request, consent, or approval required or permitted to
be given under this Agreement or pursuant to law shall be sufficient if in
writing, and if and when sent by carried or registered mail, with postage
prepaid, to Executive's residence (as noted in Company's records), or to
Company's principal office, as the case may be.
(k)Assistance in Litigation. Executive shall, during and after termination of
employment, upon reasonable notice, furnish such information and proper
assistance to the Company as any reasonably be required by the Company in
connection with any litigation in which it or any of its subsidiaries or
affiliates is, or any become, a party.
(l)Advice of Counsel. Executive acknowledges that he has had the opportunity
to consult legal counsel of his choice with regard to this agreement, that he
has read any understood his agreement, and that he is fully aware of its legal
effect and that he has entered into it freely and voluntarily and based on his
own judgment, with advice of counsel, and not based on any representations or
promises by Company, or third parties, other than those contained in this
agreement.
IN WITNESS WHEREOF, the undersigned have executed this Agreement on the date
first written above.
EXECUTIVE
/s/KYNASTON PERRIERA
KYNASTON PERRIERA
February 6, 1999
Company ( Harrison Digicom, Inc.)
/s/JOHN W. BUSH
JOHN W. BUSH
Director
February 6, 1999
EXHIBIT 10.6 EMPLOYMENT AGREEMENT BETWEEN Harrison Digicom AND John Alkire
THIS AGREEMENT, dated as of January 1, 1999, is entered into between Harrison
Digicom, Inc. whose address is 305 Cadillac Suite 0-205A, Costa Mesa, CA
92626, hereinafter ("Company"), and JOHN C. ALKIRE, whose address is 11176
McGee River Circle, Fountain Valley, CA 92708, hereinafter ("Director").
1.Employment
(a) Company hereby employs Director to serve as Sr. Director of the Martin
Communications Subsidiary grade E10 and, and to perform, subject to the
overriding directions and authority of the board of trustee(s) of the Company,
the duties and responsibilities commensurate with such position such employment
shall be for the period commencing on January 1, 1999, (the "Commencement
Date"), part time for the month of January 1999 at $4,000.00 and thereafter
Compensation in Paragraph 2. and ending five years from the Commencement Date
(the "Term") (each year of which Term shall be referred to hereinafter as a
"Term Year"), unless such employment is sooner terminated as provided in this
Agreement.
(b) Director hereby accepts employment under this Agreement and agrees to
devote Director's best efforts and his full time and attention to the business
and affairs of Company, as such business and affairs now exist and as they may
be hereafter changed or augmented, under and pursuant to the general direction
of the Board of directors of the Company (the "Board"). Company shall retain
full direction and control of the manner, means and methods by which Director
performs the services for which Director is employed thereunder and of the
place or places at which such services shall be tendered.
2. Compensation
Director shall be paid at the yearly rate of $96,000.00 (US Dollars), payable
at semimonthly intervals during the term of employment and shall be reviewed
annually. Director shall, in addition to his annual salary, be entitled to an
annual bonus as awarded by the Board of Directors. Bonus shall be based on the
performance of company before taxes and extraordinary items. Director shall be
awarded 55% of base salary as a annual bonus, based on performance of company
as per approved plan as directed by the Board of Directors. Such bonus shall
be paid within 90 days after the expiration of each Term Year. Bonus may be
award as cash payment or stock or any combination thereof. Director shall
further be entitled to stock options of 50,000 shares at a purchase price of
$1.00. One fifth (1/5) of such awards shall be awarded on the Commencement
Date of each anniversary for this contract duration and all shall be
exercisable for a period of five years thereafter.
(a) Reimbursements. Director, shall be entitled to reimbursement for
reasonable travel and other business expenses incurred by Director in the
performance of his duties under this Agreement in accordance with the general
policy of Company, as it may change from time to time.
(b)Withholding. Company shall be entitled to withhold from any compensation
thereunder such amounts on account of payroll taxes, income taxes and other
similar matters as are require to be withheld by applicable law.
(c) Insurance. Company may, at its discretion, secure at its own expense a
"key-man" insurance policy upon the life of Director, payable to Company in
the event of Director's death. Director agrees that any such insurance policy
shall be for Company's benefit only, and acknowledges that no person claiming
by or through Director shall have any right to the proceeds of such insurance
policy. Director agrees to execute all documents and take all acts reasonably
requested by Company to secure and enjoy the by.
(d) Vacation. Director shall be entitled to a vacation in accordance with
current company per calendar year.
<PAGE>
(e) Benefit Plans. Director and designated dependents shall be entitled to
participate in the Company's health insurance, and life insurance plans and
other benefit plans as may from time to time be adopted for similarly situated
employees of company during the course of his employment. The amount and
extent of benefits to which Director is entitled shall be governed by the
company's specific benefit plan and any amendments thereto. Nothing in this
Agreement shall preclude Company or any affiliate of Company from terminating
or amending any employee benefit plan or program at any time or from time to
time.
3. Confidentiality
(a) The Executive acknowledges that in the course of his employment he will
acquire information about certain matters and things which are confidential to
the Company and which information is the exclusive property of the Company.
Further, the Director acknowledges that the Company's business depends
significantly upon the maintenance of trade secrets, technical innovations and
other confidential proprietary information that the Company has developed at
great expense. The Director further acknowledges that the Company has
developed a close and valuable relationship with many of its customers and
suppliers.
(b) The Company acknowledges that in the course of Directors employment they
will acquire information about certain matters and things which are
confidential to the Director and which information is the exclusive property of
the Director. Further, the Company acknowledges that the Director's
relationships are confidential proprietary information that the Director has
developed at great expense. The Company further acknowledges that the Director
has developed a close and valuable relationship with many other key Directors
and Executives and they shall remain the confidential property of the Director.
(c) In partial consideration for the Director's employment hereunder, the
Director and Company in considering those matters set out in subparagraph (a)
hereof, covenants and agrees that he will not, at any time during the term of
his employment by the Company and for a period of two (2) yews thereafter,
reveal, divulge or make known to any person or entity other than the Company
and its duly authorized employees) or make use of for his own or any other's
benefit, the Company's list of customers and suppliers or its trade secrets,
production processes and materials, formulae, research techniques or
accomplishments, markets or marketing plans, present and future, technical and
business information relating to the Company's services or products, research
and development, potential business ventures, or his knowledge of any of the
other business or financial affairs of the Company, or any other information
regarded by the Company as confidential, which during this employment pursuant
hereto is made known to the Director (the "Confidential Information"). For
greater certainty, Director and Company shall maintain in confidence and will
not disclose or use, without the prior express written consent of Director or
Company, any Confidential Information whether or not it is in written or
permanent form, except to the extent required to perform duties on behalf of
Company in Director's capacity as an employee. Confidential Information
includes, without limitation, any information, not generally known in the
relevant trade or industry, which was obtained from Company, or any of its
affiliates, or which was, discovered, developed, conceived, originated or
prepared by Director in the scope of his employment. Upon termination of
Director's employment or at the request of Company before termination, Director
will deliver to Company all written and tangible material in his possession
incorporating Confidential Information or otherwise relating to Company's
business. These obligations with respect to Confidential Information extend to
information belonging to customers and suppliers of Company who may have
disclosed such information to Executive as the result of his status as an
employee of the Company.
4. Director's Business Activities.
(a) Director shall devote such professional time, attention and energy as
required by the business and affairs of Company, as its business and affairs
now exist and as they hereafter may be changed. Director shall not, during the
<PAGE>
term of this agreement, engage in any other business activity in the related
industry without disclosure.
(b) Director agrees that, at no time during the term of his employment with
the Company he will not (without the prior written consent of the Company)
directly or indirectly, in any manner whatsoever, including, without
limitation, enter into the employment of or render services to or either
individually or in partnership or jointly or in conjunction with any other
Person, as principal, agent, shareholder, employee or in any other manner
whatsoever, carry on or be engaged in the same or substantially similar
business which may be carried on by the Company or any business competitive
with the business now carried on by the Company (a "Competitive Business,"), or
be concerned with or interested in or lend money to, guarantee the debt or
obligations of or permit his name or any part thereof to be used by any person,
persons, firm, association, syndicates company Or corporation engaged or
concerned with or interest in a Competitive Business. The Company does
acknowledge that his relationships that are disclosed in the agreement are
exempt for this article.
5. Interference with Company's Business
(a) During the term hereof, or at any time thereafter, Director shall riot,
directly or indirectly, employ, solicit for employment, or advise or recommend
to any other person that such other person employ or solicit for employment,
any person employed (whether as a consultant, employee, agent or otherwise) by
Company in a Competitive Business of the Company.
(b) Director will not at any time during the term of his employment with the
Company or at any time thereafter for himself, or on behalf of any other
Person, divulge any name or names of any or all of the customers of the Company
or knowing solicit, interfere with or attempt to entice away from the Company
in any manner whatsoever, any customer or supplier or any Person in the habit
of dealing with the Company or known by him to be about to deal with the
Company.
6. Termination of Employment by Company.
(a) Notwithstanding anything here into the contrary, Company may terminate
Director's employment hereunder for cause at any time. Sufficient "cause" for
termination of Director's employment hereunder shall include, but is not
limited to Director's violation of any provision of this Agreement, Director's
conviction for any criminal violation other than minor traffic violations, or
in the event Director is guilty of misconduct or neglect or dereliction of his
duties hereunder, or for any course which would entitle Company at law to
terminate the employment of Director. Upon said termination, Company shall be
under no obligation to Director, except to pay Director's accrued salary and
stock to the date of termination, plus one year of salary. Upon said
termination, Company shall be under no further obligation to the Director,
except for the obligations set forth in Paragraphs 3, 4 and 5 hereof.
(b) Notwithstanding anything herein to the contrary, Director may terminate
his employment hereunder at any time in the event that the Company violates
any provision of this Agreement, Upon said termination, Director shall be under
no further obligation to the Company, except for the obligations set forth in
Paragraphs 3, 4 and 5 hereof.
7. Disability
If Director shall be prevented during the period of employment hereunder from
properly performing services hereunder by reason of illness or other physical
or mental incapacity for a period of more than 30 consecutive days in any 60
day period, then Director's salary shall be paid up through the last day of the
year in which the thirtieth (30th) consecutive day of incapacity occurs, and
thereafter Company's obligations hereunder shall cease and terminate. If
Director becomes disabled and unable to perform the Director's duties during
the term of this Agreement, Director will be eligible to participate in the
disability plans or programs applicable to employees of Company, if any.
<PAGE>
8. Death of Director
(a) In the event of the death of Director during the period of his employment
hereunder, Director's shall be paid up through the end of this contact in the
30 days in which the date of death occurs, and thereafter Company's
obligations hereunder shall cease and terminate. Director's heirs or personal
representatives shall perform Director's obligations under Section 3 of this
Agreement to return the materials therein described by Company upon Company's
request.
(b) Notwithstanding Subparagraph (a), in the event of the accidental death of
the Director while traveling on behalf of the Company and while in the
performance of his duties on behalf of the Company, the heirs or personal
representatives of the Director shall be entitled to receive, as a lump sum
payment of, the balance of the salary and stock then owing to the Director for
the balance of the Term.
9. Assignment and Transfer
(a) Director's rights and obligations under this Agreement shall not be
transferable by assignment or otherwise, and any purported assignment,
transfer, or delegation thereof shall be void.
(b) This Agreement shall inure to the benefit of, and be enforceable by, any
purchaser of substantially all of Company's assets, any corporate successor to
Company or any assignee thereof.
10. Obligations Surviving Expiration or Termination
Director's and Company's obligations under Section 3, relating to proprietary
information, and Sections 4 and 5 shall survive expiration or termination of
this Agreement and termination of employment hereunder for any reason. All such
obligations shall be binding upon Director's heirs and personal representatives
and shall inure to the benefit of Company's successors and assigns.
11. No Inconsistent Obligations
Director represents and warrants that there exist no obligations, legal of
otherwise, inconsistent with the terms of this Agreement or with Director
undertaking employment with Company. Director will not disclose to Company, or
use, or induce Company to use, any proprietary information or trade secrets of
others.
12. Obligations of or to Other Entities: Indemnification.
Director represents and warrants that there exist no obligations or liabilities
of or claims against, and that Director has no obligations of any kind to, any
corporation, partnership or other business entity, of which Director is or was
a principal shareholder, partner or principal owner, other than those which
have been disclosed in writing to Company.
13. Notwithstanding anything to the contrary herein, in the event there is a
change of control of the Company prior to the expiration of the Term, the
Director shall be entitled, by ninety (90) days' notice in writing given to the
Company within thirty (30) days following the aforementioned change of control,
to terminate his employment with the Company. In the event of such
termination, the Director shall be entitled to receive, as at the date of such
termination, a lump sum payment equal to the balance of the salary then owing
to the Director for the remainder of the Term. In addition, at the date of
such termination, all options granted to the Director pursuant to Paragraph 2
that have not then vested in the Director shall be deemed to have been vested
and to be immediately exercisable by the Director. If Director has any stock
of any class, restricted and non restricted it shall be deemed to have been
vested and to be immediately exercisable by the Director. As used herein,
"change of control" means any change of responsibility or position that is not
preapproved by the Director in writing.
14. Miscellaneous
(a) Legal Fees. Should either party hereto, or any heir, personal
representative, successor or assign of either party hereto, resort to
litigation or arbitration to enforce this Agreement, the party or parties
<PAGE>
prevailing In such litigation or arbitration shall be entitled, in addition to
such other relief as may be granted, to recover its or their reasonable legal
fees and costs in such litigation or arbitration from the party or parties
against whom enforcement was sought.
(b) Governing Law. This Agreement shall be governed by and construed
according to the laws of the United States and shall be treated as an Nevada
contract.
(c) Entire Agreement. This Agreement contains the entire agreement and
understanding between the parties hereto and supersedes any prior or
contemporaneous written or oral agreements between them respecting the subject
matter hereof.
(d) Amendments. This Agreement may be amended only by a writing signed by
Director and by a representative of Company duly authorized.
(e) Severability. If any term, provision, or condition of this Agreement, or
the application thereof to any person, place or circumstance, shall be held to
be invalid, unenforceable, or void, the remainder of this Agreement and such
term, provision, covenant, or condition as applied to other persons, places and
circumstances shall remain in full force and effect.
(f) Construction. The headings and captions of this Agreement are provided
for convenience only and are intended to have no effect in construing or
interpreting this Agreement. The language in all parts of this Agreement shall
be in all cases construed according to its fair meaning and not strictly for or
against Company or Executive. "Person" or "persons" shall mean any person,
firm, partnership, trust, government, corporation or other legal entity,
including any combination of them.
(g) Rights Cumulative. The rights and remedies provided by this Agreement are
cumulative, and the exercise of any right or remedy by either party hereto (or
by its successor), whether pursuant to this Agreement, to any other agreement,
or to law, shall not preclude or waive its right to exercise any or all other
rights and remedies.
(h) No waiver. No failure or neglect or either party hereto to any instance
to exercise any right, power, or privilege hereunder or under law shall
constitute a waiver of any other right, power, or privilege or of the same
right, power or privilege in any other instance. All waivers by either party
hereto must be contained in a written instrument signed by the party to be
charged and, in the case of Company, by an officer of Company (other than
Director ) or other person duly authorized by Company.
(i) Remedy for Breach. The parties hereto agree that, in the event of breach
or threatened breach of any covenants of Director, the damage or imminent
damage to the value and the goodwill of Company's business shall be
inestimable, and that therefore any remedy at law or in damages shall be
inadequate. Accordingly, the parties hereto agree that Company shall be
entitled to injunctive relief against Director in the event of any breach or
threatened breach of any such provisions by Director, in addition to any other
relief (including damages) available to Company under this Agreement or under
law.
(j)Notices. Any notice, request, consent, or approval required or permitted to
be given under this Agreement or pursuant to law shall be sufficient if in
writing, and if and when sent by carried or registered mail, with postage
prepaid, to Director's residence (as noted in Company's records), or to
Company's principal office, as the case may be.
(k)Assistance in Litigation. Executive shall, during and after termination of
employment, upon reasonable notice, furnish such information and proper
assistance to the Company as any reasonably be required by the Company in
connection with any litigation in which it or any of its subsidiaries or
affiliates is, or any become, a party.
(l)Advice of Counsel. Director acknowledges that he has had the opportunity to
consult legal counsel of his choice with regard to this agreement, that he has
read any understood his agreement, and that he is fully aware of its legal
effect and that he has entered into it freely and voluntarily and based on his
own judgment, with advice of counsel, and not based on any representations or
promises by Company, or third parties, other than those contained in this
agreement.
IN WITNESS WHEREOF, the undersigned have executed this Agreement on the date
first written above.
DIRECTOR
/S/JOHN C. ALKIRE
JOHN C. ALKIRE
Employee
/s/JOHN MARTIN
JOHN MARTIN
President Martin Communications
/S/HOWARD FRANTOM
HOWARD FRANTOM
Chairman Martin Communications
/S/JOHN BUSH
JOHN BUSH
President/CEO
Harrison Digicom, Inc.
EXHIBIT 10.7 REORGANIZATION OF T2 LOGIC
PLAN OF REORGANIZATION
This plan of reorganization is made and entered into as of this 20th day of
March, 1998 by and between T2 Logic Corporation a Nevada Corporation herein
after referred to as "T2" and Harrison Industries, Inc. a Wyoming Corporation
herein after referred to as "Harrison".
RECITALS
A. T2 is a public Nevada corporation in good standing in said state with One
Hundred Million (100,000,000) shares of $.001 par value authorized and
3,256,600 shares outstanding.
B. Harrison is a Wyoming Corporation in good standing in said state engaged in
the telecommunications business. Harrison owns 98% of AirTel USA, a Vietnamese
telecommunications project and 70% of Saigon ETMC, a Vietnamese manufacturing
joint venture.
C. T2 is desirous of acquiring Harrison.
D. The parties believe it can be in their mutual best interest for T2 to
acquire One Hundred percent (100%) of the common stock of Harrison in exchange
for common stock of T2.
E. The parties desire the transaction to qualify as tax free, stock for stock
reorganization pursuant to Internal Revenue Code 386(a)(1)(B), 1986 as amended.
F. The parties desire to formalize their Agreement and Plan of Reorganization.
NOW THEREFORE IN CONSIDERATION OF THEIR MUTUAL PROMISES AND COVENANTS SET FORTH
HEREINAFTER, THE PARTIES AGREE AS FOLLOWS:
1. Plan and Reorganization: The parties hereby adopt a plan of Reorganization
whereby T2 will acquire One Hundred percent (100%) of the outstanding common
stock of Harrison, pursuant to the terms and conditions set forth hereunder.
The parties further acknowledge that it is their intent that such
reorganization qualify as tax free reorganization pursuant to applicable
sections of the Internal Revenue Code of 1986 as amended. Both parties
however, will seek their own tax counsel.
2. Exchange: T2 hereby agrees to transfer to the shareholders of Harrison
Fifty Million (50,000,000) shares of authorized but unissued common stock in
exchange for One Hundred percent (100%) of the common stock of Harrison. Said
issuance will be made contemporaneously with the receipt of the Harrison
shares.
3. Business purpose: The parties acknowledge that the purpose of the
reorganization is to expand the business of T2 into the telecommunications
industry and to take advantage of the opportunity that now exist within the
telecommunications business.
4. Exempt Transaction: All parties acknowledge and agree that any transfer of
securities pursuant to this Agreement will constitute an exempt, isolated
transaction and that the securities received in such transfer or exchange shall
not be registered under federal or state securities law.
5. Transfer of Securities: All parties agree that the common stock of T2
received by Harrison shall be distributed directly to the shareholders of
Harrison. The parties acknowledge that said shareholders have approved the
terms and conditions of this Plan of Reorganization and exchange and
distribution of the T2 stock.
<PAGE>
6. Unregistered Securities: Harrison is aware and acknowledge that the shares
of T2 to be transferred to Harrison will be unregistered securities and may not
be transferred by the holders thereof unless subsequently registered or an
exemption from registration is available.
7. Default: In the event that either Party defaults in performing any of its
duties or obligations under this agreement, the Party responsible for such
default shall pay all costs incurred by the costs of the court and reasonable
attorney's fees, whether incurred through legal action or otherwise and whether
incurred before or after judgement.
8. Notices: Any notices or correspondence required or permitted to be given
under this Agreement may be given personally to an individual party or to an
officer or registered agent of a corporate party or to an officer or registered
agent of a corporate party or may be given to depositing such notice or
correspondence in the U.S. mail, postage prepaid, certified or registered,
return receipt requested, addressed to the parties at the following address:
T2 Logic Corporation
5505 East Carson Street, Suite 341
Lakewood, California 90713
Harrison Industries, Inc.
3505 Cadillac, Suite O-204
Costa Mesa, California 92626
Any notice given by mail shall be deemed to be delivered on the date such
notice is deposited in the U.S. mail. Any Party may change it's address by
given written notice to the other party as provided above.
9. Binding: This Agreement shall be binding upon the parties hereto and upon
their respective heirs, representatives, successors, and assignees.
10. Governing Law: This Agreement shall be governed by and constructed under
the laws of the State of Nevada.
11. Authority: The officers executing this Agreement on behalf of corporate
parties represent that they have been authorized to execute this Agreement
pursuant to resolutions of their respective corporations.
12. This agreement may be signed in counterpart.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and
year first written above.
T2 LOGIC CORPORATION
/S/TAI Q. TRAN
TAI Q. TRAN
President, Secretary & Director
HARRISON INDUSTRIES, INC.
/s/SONNY H. LUU
SONNY H. LUU
CEO & Director
EXHIBIT 10.8 AGREEMENT BETWEEN HARRISON DIGICOM AND INFINITE NETWORKS
CORPORATION
THIS AGREEMENT is made and entered into by and between Harrison Digicom, Inc.
(hereinafter "HARR"), a California Corporation, with it's operation offices at
3505 Cadillac, Suite 0-205A Costa Mesa, CA 92626 and Infinite Networks
Corporation (hereinafter "INC") whose address is 160 Chesterfield Drive,
Cardiff-by-the-Sea, CA 92007 .
WHEREAS, the Parties intent to enter into an agreement and wish to engage in
the communications industry and HARR intents to purchase communications
equipment as per exhibit A attached, that is presently owned by INC and has
clean clear title of all liens and encumbrances, except pending storage fees;
and
WHEREAS, the Parties intent that HARR will acquire equipment in a direct stock
exchange;
NOWTHEREFORE, in consideration of the mutual promises and covenants exchange
herein and other good valuable consideration the receipt and sufficiency of
which is hereby acknowledged, HARR and INC agree as follows:
The primary purpose of INC shall be to provide communications equipment for
HARR and additional management support aforementioned projects.
There shall be four (4) directors appointed to the Board. Two (2) Directors
shall be appointed by INC and two (2) shall be appointed by HARR. HARR also
hereby agrees to elect William Windsor to the Board and execute an employment
contract for John W. Bush, naming him President and Director of HARR
simultaneous with this agreement.
This transaction is intended to be a tax-free exchange.
INC is the owner of the assets listed as exhibit A attached hereto, and have
understood that ownership of these assets are being transferred to HARR in this
transaction for a price of $7,400,000 in HARR common stock at a strike price of
$1.00 per share. It is further understood that INC or as they nominate will
receive post split 7,400,000 shares of 144 restricted common class A voting
shares of HARR, the public company in exchange for the communications equipment
as shown in exhibit A.
The parties hereby represent and warrant that the Directors to be appointed to
the Board have not:
been convicted of securities fraud, mail fraud, tax fraud, embezzlement,
bribery, or similar criminal offense involving moral turpitude or the
misappropriation of funds, not are they the subject of any pending
investigation involving any of these offenses;
been the subject of a temporary or permanent injunction or restraining order
arising from unlawful transactions in securities, whether as an issuer,
underwriter, broker, dealer, or investment advisor, or is subject to a pending
lawsuit arising, or based upon, allegations of unlawful transactions in
securities;
been the defendant in a civil action which has resulted in a final judgment
against him or her awarding damages or recision based unlawful transactions in
securities;
been the general partner, corporate officer or director of any entity of
which a petition under federal bankruptcy laws or state insolvency laws has
been filed by or against that entity, or had a receiver, fiscal agent or
similar offer appointed be a court of competent jurisdiction for his or her
business or property.<PAGE>
The Parties shall each make available to each other, and their respective
officers, directors, attorneys, representatives and accountants, such
documents, reports, and other information as may be reasonably requested to
consummate the several transactions contemplated herein. Any information
received by or on behalf of any investigating party shall be deemed
confidential information in accordance with the provision of the following
paragraph.
Each of the Parties hereto shall, and shall cause their respective officers,
directors, attorneys, representatives, employees, shareholders, affiliates and
agents, to keep confidential as proprietary and privileged information, the
negotiations of the Parties respecting the consummation of the transaction
contemplated hereby, and any other item which may be expressly identified or
noticed as confidential. Notwithstanding the confidential information in order
to proceed with the transaction contemplated hereby.
The foregoing Agreement is the entire agreement of the Parties with respect
to the subject matter hereof, superseding any previous oral or written
communications, representations, understandings or agreements, this Agreement
may be modified only by a writing signed by all parties to this agreement.
The Parties represent and warrant that they have the requisite power and
authority to enter into the definitive agreements contemplated by this
Agreement and that engagement of this agreement will not violate any of the
respective Parties' by-laws, articles of incorporation, or the terms of any
contract, indenture or mortgage to which any of the Parties is subject to.
The Parties hereby state that they, having the benefit of legal counsel,
fully understand the terms and conditions of this Agreement.
Should any part, term or provision of this Agreement, except material breach
items be determined by any tribunal, court or arbitrator to be illegal or
invalid, the invalid, the validity of the remaining parts, terms or provision
shall not be affected thereby, and the illegal or invalid part, term or
provision shall be deemed not to be part of this agreement.
The parties agree that the failure of a Party at any time to require
performance of any provision of this Agreement shall not affect, diminish,
obviate or void in any way the Parties' full right or ability to require
performance of the same or any other provision of this Agreement at anytime
thereafter.
The parties agree that this Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.
This contract shall be reconciled the within a one year time frame to
properly reflect either the final book value as accepted by the SEC, the
selling price of equipment if sold to third party or value of equipment as
stated in this agreement if implemented into the company's network. 144 stock
shall be issued to INC upon the execution of this agreement as per paragraph 4
an reconciled within one year before converted to free trading stock.
The Agreement shall be governed by the laws of the State of California and
shall effect as a sealed instrument.
WHEREAS, the Parties have read the above agreement and attest that they fully
understood and knowingly accept its provisions in their entirety without
reservation.
/s/JAMES A. DAVIS
JAMES A. DAVIS
Harrison Digicom, Inc.
/s/WILLIAM WINDSOR
William Windsor
INC, Inc.
October 16, 1988
EXHIBIT 10.9 AGREEMENT BETWEEN Harrison Digicom AND MARTIN COMMUNICATIONS, INC.
THIS AGREEMENT is made and entered into by and between Harrison Digicom, Inc.
(hereinafter "HARR"), a Nevada Corporation, with it's operation offices at 3505
Cadillac Avenue, Suite 0-204, Costa Mesa, California 92626 and Martin
Communications, Inc. (hereinafter " MCI"), a Nevada Corporation and John
Martin, Howard Frantom, and Harold Sabbagh (hereinafter "Partners") with office
at 16176 Alert Lane, Huntington Beach, California, 92649.
WHEREAS, the Parties intent to enter into an agreement and wish to engage in
the business of establishing, marketing, operating a communications company as
outline in the submitted business plan dated 11/19/98 and MCI warrants all
rights, title, technology, software, and/or other requirement to execute such
plan except financial capability, and jointly have agreed to the following.;
and
WHEREAS, the Parties intend that MCI will be acquired by HARR for the price of
$1,000,000 the value paid in a direct stock swap.
NOWTHEREFORE, in consideration of the mutual promises and covenants exchange
herein and other good valuable consideration the receipt and sufficiency of
which is hereby acknowledged, HARR and MCI agree as follows:
The entire stock in MCI is to be owned one hundred percent (100%) by HARR in
exchange for 800,000 shares of common shares of HARR, the public company. The
agreed price of this acquisition is $1,000,000 in a direct stock swap at a
strike price of $1.25 per share of common class restricted in accordance the
SEC and a par value of .001. Stock shall be issued upon due diligence by both
parties and initial funding.
_Ten percent (10%) of the stock shall be issued upon final consummation of this
agreement.
_The remaining ninety percent (90%) of stock shall be issued and held in Trust/
escrow for a period of not less than one year or until $300,000 monthly gross
revenue is achieved under by MCI as an operating entity of Harrison Digicom,
Inc.
_The Board shall retain all voting rights of said stock until release to
Partners of MCI within the guidelines of this agreement.
_Within a two year period from the execution of this agreement 90% of the
remaining stock shall be released if MCI has achieved the minimum gross revenue
of $300,000 or percentage thereof at the end of the escrow period on a pro rata
basis. (Example, MCI monthly revenue is $100,000 than MCI shall receive 33% of
said stock held by HARR.
Escrow/Trust shares when released shall be issued with the origination date to
match this agreement and shall be free trading upon being release to Mr. John
Martin (40%), Mr. Howard Frantom (40%) and Harold Sabbagh (20%) or as
designated by each party. Stock shall be issued immediately.
This transaction is intended to be a tax-free exchange.
Mr. John Martin shall be required to be retained as the President and Director
of MCI and for a period not less than five years as per shown in Exhibit A.
The Parties shall each make available to each other, and their respective
officers, directors, attorneys, representatives and accountants, such
documents, reports, and other information as may be reasonably requested to
consummate the several transactions contemplated herein. Any information
received by or on behalf of any investigating party shall be deemed
confidential information in accordance with the provision of the following
paragraph.<PAGE>
Each of the Parties hereto shall, and shall cause their respective officers,
directors, attorneys, representatives, employees, shareholders, affiliates and
agents, to keep confidential as proprietary and privileged information, the
negotiations of the Parties respecting the consummation of the transaction
contemplated hereby, and any other item which may be expressly identified or
noticed as confidential. Notwithstanding the confidential information in order
to proceed with the transaction contemplated hereby.
The foregoing Agreement is the entire agreement of the Parties with respect to
the subject matter hereof, superseding any previous oral or written
communications, representations, understandings or agreements, this Agreement
may be modified only by a writing signed by all parties to this agreement.
The Parties represent and warrant that they have the requisite power and
authority to enter into the definitive agreements contemplated by this
Agreement and that engagement of this agreement will not violate any of the
respective Parties' by-laws, articles of incorporation, or the terms of any
contract, indenture or mortgage to which any of the Parties is subject to.
The Parties hereby state that they, having the benefit of legal counsel, fully
understand the terms and conditions of this Agreement.
Should any part, term or provision of this Agreement including termination,
except material breach items be determined by any tribunal, court or arbitrator
to be illegal or invalid, the invalid, the validity of the remaining parts,
terms or provision shall not be affected thereby, and the illegal or invalid
part, term or provision shall be deemed not to be part of this agreement.
The parties agree that the failure of a Party at any time to require
performance of any provision of this Agreement shall not affect, diminish,
obviate or void in any way the Parties' full right or ability to require
performance of the same or any other provision of this Agreement at anytime
thereafter.
The parties agree that this Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one in the same instrument.
Partners / MCI shall hold Harrison Digicom, Inc. harmless of any and all
liabilities of MCI that occurred prior to this transaction. Harrison shall
hold Partners/MCI harmless of any and all liabilities of MCI that occurred
prior to this transaction.
MCI hereby warrants to Harrison Digicom, Inc. that Partners has clear title to
the to 100% of the stock of corporation Martin Communications and
software/technology as further disclosure in business plan that is hereby
included as part of the agreement as shown in Exhibit B and shall transfer said
stock immediately upon the funding of this agreement.
The Agreement shall be governed by the laws of the State of Nevada and shall
effect as a sealed instrument.
This agreement shall supersede all other agreements, verbal or written by both
parties in all business transactions and relationships prior to the agreement.
WHEREAS, the Parties have read the above agreement and attest that they fully
understood and knowingly accept its provisions in their entirety without
reservation.
/S/JOHN MARTIN
John Martin , President
Martin Communications, Inc.
/S/HOWARD FRANTOM
Howard Frantom, Consultant Date
Martin Communications, Inc.
/S/HAROLD SABBAGH
Harold Sabbagh, E.V. President Date
Martin Communications, Inc.
/S/JOHN W. BUSH
John W. Bush President/CEO Date
Harrison Digicom, Inc.
Enclosures A,B
Exhibit A: Shall Include:
Mr. Martin shall execute a 5 year employment contract. Mr. Martin shall be
compensated within the Board approved guidelines of HARR. Shall serve as
President/CEO of MCI at the grade level E13 (Senior Vice President), salary
base of $120,000, 70% bonus and 150,000 stock options at a price of $1.00
released at the rate of 1/5 annually per his employment contract. Mr. Martin
shall have full P&L responsibility for MCI and sole discretionary power to hire,
promote, remove and terminate all personnel within the
Exhibit B: Shall Include:
Copy of Corporate Charter, articles of incorporation, plus a board resolution
approving this transaction and transfer of stock, plus selection of Board of
Directors. Business plan dated 11/19/98.
EXHIBIT 10.10 HARRISON DIGICOM AND NATIONAL SALES CORP. JOINT VENTURE AGREEMENT
TRANSACTION NO. NSC778-19
FINANCIAL MANAGEMENT PROGRAM AGREEMENT
This Joint Venture (Hereinafter 'Agreement") Is Made This 15th Day Of December
1998 by and between,
Harrison Digicom, Inc, whose address is: 5836 South Pecos Road, Las Vegas, NV
89120, hereinafter referred to as "Party One" and;
National Sales Corps, whose address is; 401 Hariton Court, Norfolk, VA 23505,
hereinafter Referred to as "Party Two"
(individually, the party, collectively the Parties) possessing full authority
and capacity to so execute on behalf of their respective entities.
WITNESS
Whereas, Party One has offered to Party Two, 220,000 preferred non voting
convertible shares of Harrison Digicom, Inc. at a price of $1,000 per share for
a total price of two hundred twenty million ($220,000,000) US Dollars bearing a
10% annual dividend prepaid at closing of this agreement. Stock shall have a
conversion rate of 1 share of preferred to 1000 shares of common stock
hereinafter referred to as (collateral), endorsed by the board resolution as
outlined in this agreement.
Whereas, Party Two, will notify Party One, which bank or financial institution
will receive the said shares of preferred stock and shall DTC or hard copy
delivery of their verified, authenticated said shares of stock in the amount of
two hundred twenty million ($220,000,000) US Dollars worth of preferred
convertible shares of Stock. Party Two will, upon acceptance by the receiving
said stock at bank or financial institution of the (collateral), deposit the
collateral in a financial management program. The financial management program
will pledge the (collateral) plus other financial assets to raise funds for
Harrison Digicom, Inc. Party One warrants that the collateral is good, clean
and not of illegal origin and all corporate resolutions required to accomplish
said transaction has been legal completed in compliance with all regulatory
bodies. Party Two will provide Party One, a financial Trust Guarantee in the
amount of $200,000,000 direct exchange for said collateral.
Nowtherefore, in consideration of the mutual covenants, promises and agreements
hereinafter set forth and for the mutual exchange of adequate legal
consideration, the receipt of which is hereby acknowledged. The parties hereto
agree to the following:
1.0 Issuance of Financial Guarantee
Subject to the terms and conditions of the this agreement, Party Two shall
issue a financial Trust Guarantee in the amount of ($200,000,000) Two Hundred
Million USD in exchange for the execution of this contract and further issuance
of Two Hundred Twenty Million ($220,000,000) Us Dollars Worth Of Preferred
Convertible Shares Of Stock.
1.1 Payments to Harrison Digicom, Inc.
Based on the cash generated by the financial instruments issued by National
Sales Corps in conjunction with Harrison Digicom, Inc. Party Two shall
exchange cash for the delivery of a release from the financial Trust Guarantee
issued by NSC in blocks not less than ("$100,000.00") one hundred thousand USD.
Both parties shall agree on the trance schedule to ensure proper funding of
approved budgets of Harrison Digicom, Inc. Schedule may be adjusted quarterly
to meet the companies needs as approved by both parties in writing.
1.2 Taxes, Duties, Commissions
The parties accept their own liability for any taxes, import duties or charges
that may be found applicable in the performance of their respective duties
herein or their respective profits. The parties each accept their own liability
for any commission or profit.
<PAGE>
1.3 Convertibility of shares
Party Two shall have to right to convert shares at their discretion of any and
all shares issued to NSC or as directed by NSC. The conversion ratio shall be
at the rate of 1 preferred convertible share shall be exchanged for 1000 common
shares a stock, plus any dilution from the execution of this agreement. Shares
shall comply with the SEC and may be issued as free trading or restricted based
on the requirements of NSC and further sale of stock to third party.
2.0 Schedule for Contract Payments
The schedule for each trance shall begin no later than January 1, 1999 and
shall continue every 10 banking days or as per agreed by both parties. A
preliminary schedule is shown below:
<TABLE>
<CAPTION>
Trance # Trance Amount Cumulative Amount
<S> <C> <C>
1 - 10 $ 100,000 $ 1,000,000
11 - 20 $ 1,000,000 $ 11,000,000
21 - 30 $10,000,000 $111,000,000
31 - 38 $20,000,000 $191,000,000
Final Payment $19,000,000 $200,000,000
</TABLE>
3.0 Due Diligence
Party Two acknowledges that it has the right to undertake it's own
investigation and due diligence as to the validity and value of the collateral
but may and will rely any statements regarding the collateral made by Party
One and/or representatives and/or agent thereof, and assures the validity of
collateral as to being good, clean, unnumbered and of non-criminal origin.
4.0 Escrow Fees
Party One agrees to pay any and all escrow and sub-escrow fees should such
escrow be necessary, and charged to the financial management manager.
5.0 Dollar Denominations
All monetary amounts referred to herein are denominations as per the currency
of the United States of America.
6.0 Events Of Default
Parties shall be in default of this agreement upon any of the following events:
1 If Party Two fails to make to payment to Party One as required as per
schedule as agreed to herein;
2 If Party One fails to release the financial obligation of the Trust
Guarantee as funding takes place and return to party two the financial trust
guarantee by the end of the agreement;
3 If either party fails to honor the terms and conditions of this agreement
or any of its representations or warranties;
4 Default shall mean, failure of either party to cure within thirty (30)days
after written notice.
7.0 Remedies
In the event of default by either Party under this agreement, after thirty (30)
day notice to correct. Parties shall have the write to call for release of the
collateral immediately on a pro rata basis.
8.0 Release and Return of Financial Trust Guarantee
At the end of the term or in the event of default, the financial guarantee
must be returned to Party Two without lien, indebtedness, restrictions,
penalties, judgments, etc.. The release shall be without recourse.
9.0 Waiver, Delay
Any failure by any or the parties hereto to comply with any of the obligations,
agreements or conditions set forth herein maybe waived by the other party or
parties, provided however, that any such waiver shall not be deemed a waiver of
the others obligations or conditions contained herein, no delay, failure or
discontinuance of, in exercising any rights, power of remedies under this<PAGE>
agreement will affect the payment obligations of Party Two. Any waiver,
permit, consent or approval of any kind by Party One of any provisions of
conditions of, or any notice of breach or default under this agreement must be
in writing and shall be effective only to the extent set forth in writing.
10. Notices
a. All notices, requests, demands and other communications thereunder shall be
in writing and shall be deemed to have been dully delivered when:
1. Personally delivered by hand and receipt for;
2. ten (10) days after having seen deposited in any national postal
conveyance, certified or registered, return receipt requested, postage prepaid;
3. delivered by facsimile transmission with telephone confirmation or receipt;
or
b. two (2) business days after having deposited with an overnight carrier,
addressed to the parties or their permitted assignees at the following
addresses, or at such other addresses as shall be given in writing by any party
to the other as follows:
To Party One:
Harrison Digicom, Inc, whose address is: 5836 South Pecos Road, Las Vegas, NV
89120. hereinafter referred to as "Party One" and;
To Party Two:
National Sales Corps, Whose Address Is; 401 Hariton Court, Norfolk, Va. 23505
11.0 Successors and Assigns
Nothing contained in this agreement, expressed or implied, is intended to
confer on any entity or person, anything other then stated herein. All
covenants, representations and warranties of the parties contained herein shall
be binding and inure to the benefit of Party One and/or Party Two, and their
successors, heirs and permitted assigns, subject to the limitations contained
herein.
12.0 Counterparts
This agreement may be in one or more counterparts, each of which shall be
deemed to be an original but all of which together shall constitute one and the
same agreement.
13.0 Captions and Section Headings
Captions and section headings under herein are for convenience only and are not
a part of this agreement and shall not be construed as such.
14.0 Additional Documents
Each of the parties hereto agree to cooperate in the affection of the
transactions contemplated hereby and to execute any and all additional
documents necessary and to take such additional action as shall reasonably be
necessary or appropriate for such purposes.
15.0 Applicable Law
This agreement shall be governed and construed in accordance with Article 1,
Section 10 of the Common Law Intervivos section of the United States
Constitution, 1787 as the ability to make contract and further governing laws
of the Trust guarantee to be issued as part of this contract.
16.0 Complete Agreement
This agreement contains the complete agreement between the parties and
supersedes any prior understanding, agreements or representations by or between
the parties, written or oral, which may have related to the subject matter
hereof in any way.
17.0 Amendment; Modifications
This agreement may not be amended nor modified in any respect except by written
instrument executed by all of the parties hereto.
<PAGE>
18.0 Attorney Fees
In any action to enforce any provision of this agreement, or a right to remedy
arising pursuant to this agreement, the prevailing party shall be entitled to
recover their attorney fees and costs associated with such action. Including
all attorney fees and costs incurred in connection with the appeal of any court
decision that may be rendered therewith.
19.0 Non-circumvention & Non-disclosure
Neither party will attempt to contact, deal with or solicit, either directly or
indirectly, any party, financial institution or client introduced by the other
party (s) in any manner whatsoever without the expressed written consent of the
introducing party. except as may be required by applicable statute, regulation
or process of law. All information exchanged between parties is of confidential
nature and no party shall disclose to any unauthorized person or entity any
information obtained or received regarding this transaction. any unauthorized
action or attempt to do so shall be considered breach of this agreement.
20.0 Originals; Facsimile copies
Any photocopy of the original facsimile transmissions or tills document, the
parties signatures, upon which must have been witnesses in order to be an
original, fuel binding and enforceable document, unless otherwise agreed by the
parties. This document is executed in three (3) originals.
a) Sections, Pages and Schedules
b) This Agreement Contains Twenty One (21) Sections On Six (8) Pages And
Other Exhibits As May From Time Too Time Be Appended.
In witness whereof; the parties hereto have caused this agreement to be
executed and sealed the day, month and year first herein written above.
For Party One:
/s/
Harrison Digicom, Inc, whose address is: 5836 South Pecos Road, Las Vegas, NV
89120.
For Party Two:
/s/JOHN W. BUSH
JOHN W. BUSH
National Sales Corps, Whose Address Is; 401 Hariton Court, Norfolk, Va. 23505
NSC 778-19
EXHIBIT 10.11 BUSINESS COOPERATION AGREEMENT BETWEEN HARRISON, CLAUDIA, MIEVEST,
AND PERRERIA ASSOCIATES.
THIS BUSINESS COOPERATION AGREEMENT BCA is made and entered into by and between
Harrison Digicom, Inc., is a Nevada Corporation, and subsidiaries NASDAQ/OTC
symbol HARR whose address is 3505 Cadillac Avenue, Suite 0-205A Costa Mesa,
California 92626 hereinafter referred to as First Party or Harrison Digicom or
HARR; and
Claudia Security Systems, Ltd. whose address is Magdaleena #3, Pallinn, 11312,
Estonia hereafter referred to as Second Party or CSS; and
Meivest Corporation, whose address is 30 Galloway Road, Scarborough, Ontario
M1E 1W4 Canada, hereafter referred to as Third Party or Consultant; and
Kynaston Perreria and Associates whose address is: 109-34 34th Avenue, Flushing
NY 11368 hereafter referred to as Fourth Party or Consultant ;
hereinafter collectively referred to as the BCA Partners.
WITNESSETH:
The BCA Partners herein are desirous to conduct a business operation together
and it is agreed by the BCA Partners herein that the most desirous form of
agreement for conducting the business operation is by and through a business
cooperation agreement under the laws of the United States of America and shall
abide by all laws in other countries where both BCA Partners agree herein to
operate.
WHEREAS, the BCA Partners herein are desirous to keep their separate identity,
however, through this business cooperation agreement coordinate together to
strengthen their overall position in the business community; and
WHEREAS, the First Party has be responsible for approved project funding and
managing director of this agreement and shall make available the complete
"HARR" of products and services for marketing as the contribution to a business
enterprise for 80% ownership in all project approved in through this BCA; and
WHEREAS, the Second Party has special abilities and experience in sales,
marketing, installing and operating secure communication systems worldwide and
is desirous of entering into this agreement with Harrison Digicom, Inc. and
agreed to represent HARR as managing country Director as per agreed on each
approved and funded and shall own 10% of all projects approved and funded
through this BCA; and
WHEREAS, the Third and Fourth is desirous of entering into this agreement with
Harrison Digicom, Inc. and agreed to represent HARR as needed in a consultant
role as per agreed and shall own 10% of all projects approved and funded
through this BCA
WHEREAS, the BCA Partners have heretofore begun the operation of a business
enterprise under the terms, conditions, and covenants of this BCA Agreement;
and
WHEREAS, it is the intention of the BCA Partners that this Agreement shall
supersede and replace any and all prior agreements of the BCA Partners, whether
oral or written; and
WHEREAS, each Partner represents and warrants that he is acquiring his interest
in the business cooperation for his own account, for investment, and/or for
further sale or distribution thereof; and
<PAGE>
WHEREAS, it is the desire of the BCA Partners to define and set out their
relationship in writing and the circumstances under which they are operating,
as of the date of this Agreement; and
NOW THEREFORE, in consideration of the mutual terms, conditions, and covenants
hereinabove and hereinafter contained, the BCA Partners agree as follows:
ARTICLE 1
ORGANIZATION
Term. The BCA shall commence on the date of the last signature and this
agreement shall continue and remain in full force and effect until all the
purposes for which this venture has been undertaken have been accomplished and
completed or until terminated by mutual written agreement of the BCA Partners
herein.
Voting. Any reference herein to required numbers of business cooperation
interests necessary to take certain actions shall be deemed to include only
such interest of joint BCA Partners who are then entitled to vote pursuant to
the terms of this Agreement.
Fiscal Year and Accounting Method. The fiscal year of the BCA shall begin on
1st day of January and end on the 31 day of December each year. The accounting
method shall be on a accrual method or as required by CFO of the first party of
this agreement.
The BCA Partners under which the BCA shall be authorized to do business as;
AirTel USA, BCA Partner of AirTel USA and wholly owned subsidiary Harrison
Digicom, Inc. (hereinafter referred to as the Business or business).
Documents. The BCA Partners agree to execute any and all documents necessary
to carry out the terms, conditions, and intent of this agreement.
ARTICLE 2
OBJECT AND PURPOSE
Object and Purpose. The BCA is being created for, and shall have the power to
accomplish, the following objects and purposes:
To form and carry on this BCA pursuant to the Laws of the United States of
America and host nation of any venture. To begin, expand, increase, establish,
and carry on the BCA business of developing business opportunities for profit,
specifically to fund the operating capital needed for Communications systems,
services and product for the Country of : Estonia and other Nations as approved
by the management committee. To administer the BCA business through the efforts
of the Management Committee (Article 3):
In general, to do and perform everything which may be necessary, advisable,
incidental, suitable or proper for the conduct of (i) The BCA; and (ii) The
BCAs business; and (iii) To carry out any and all such other activities as may
be necessary to the business of the business cooperation.
Authority: The BCA Partners herein have agreed that the authority as pertaining
to this agreement shall be as follows:
There shall be one agreement working collectively but also separately, i.e.,
(i) this agreement shall be the authority for the BCA; and (ii) an agreement
s required by each business opportunity to comply with the host nation under
the guidelines of this BCA.
This Agreement shall be the authority as pertaining to the Members and/or the
BCA partner Interest during the establishment of each venture; and
This Agreement shall be the authority as pertaining to all aspects of the
Business, i.e. the policy and procedure agreement spells out, but is not
limited to, (i) Methods of operations; (ii) of the Compensation; (iii)
Disposition of the business, and (iv) Other covenants pertaining to the
business in the territories (v) authority to open bank accounts, or any other
such financial needs of the agreement. This agreement shall be a working
document and shall be assembled during the normal operations of business by the
senior management of each business venture. The agreement shall be made
available to the BCA Partners of this agreement and shall be reviewed annually
by the management committee of this business cooperation .
<PAGE>
ARTICLE 3
MANAGEMENT COMMITTEE
All the BCA Partners hereby constitute and appoint as Management Committee of
the Business the following persons: This Management Committee shall act as a
Board level management group to oversee final decisions that could impact this
agreement. This committee shall have authority over all BCA Partners involved
in this business cooperation .
Harrison Digicom, Inc. as part to the First Party, and shall have the rights to
select two persons. Harrison Digicom, Inc. shall have the responsibility to
coordinate the funding required to support each approved opportunity. Part to
the Second, Third and Fourth Party shall have the rights to select two persons,
and shall be the operating manager to oversee the international field
operations and sales/marketing, installation for this business cooperation .
Both BCA Partners shall be responsible to the other to act in their best
interest and report any major changes that could effect this agreement in any
material way. All BCA Partners shall have full authority to act on behalf of
both BCA Partners in normal daily operations and report to the committee on a
monthly or quarterly basis. The second party shall be responsible for full
operations of normal daily sales and marketing of services. The Management
Committee agree to devote their services with agreed fees as hereinafter
provided.
The duties and obligations of the Business Management Committee are as follows:
To manage the business lawfully and in such a manner as to be profitable; To
maintain the books and records of the business and any and all other covenants
of this agreement; To perform all normal administrative acts;
To open and maintain bank accounts for the business, to pay obligations of the
business, collect obligations owed to the business and compromise claims on
said collections; To notify BCA Partners of any material changes in the
business that would effect this Agreement; To obtain, pay the cost from the
business funds for preparation, and timely file any necessary tax returns or
informational filings for the business and to furnish copies of Harrison
Digicom, Inc. to all joint BCA Partners; To maintain insurance against
liabilities, including insurance on any Real Property, as agreed upon between
the BCA Partners herein; To employ accountants, legal counsel, managers, or
other consultants to perform services for the business and to compensate such
employed persons from business funds; To determine and assess from time to
time, as needed, additional required cash contributions necessary or convenient
to fulfill the objects and purposes of the BCA and to set the time within which
such contributions must be paid; All decisions, including, but not limited to,
purchase of assets by the BCA, any loan or other obligation to be undertaken by
the business cooperation, shall require the approval of all of the Management
Committee; Distributions of any profits of the business cooperation during the
term of its existence shall be made at such times as the Management Committee
shall agree hereafter. The Management Committee shall have full and complete
irrevocable authority, insofar as third persons are concerned, as the
attorney-in-fact for the business and for each of the BCA Partners to execute
and deliver any and all contracts, listing contracts, purchase contracts,
letters of credit, bills of laden, leases, notes, deeds of trust, mortgages,
deeds, any evidence of indebtedness or security, settlement statements, closing
documents, settlement or compromise agreements, assignments, specifically
including but not limited to those relating to the BCA business and to buy,
sell, or convert to the use of the BCA, as the case may be and to execute all
documents, relating thereto which the Management Committee in their sole
discretion deem necessary or appropriate. A quorum for any meeting of the
Management Committee shall be the entire panel of four Management Committee.
However, in a dire emergency (i.e., an absolute now or never situation) a
quorum may be held with one member of each party, pending full approval by
complete quorum. The Management Committee shall keep a Business Meeting Binder.
The Second Party shall be appointed and act as secretary. All meetings,
without exception, of the Management Committee shall be recorded in written
minutes. All approved business, by the Management Committee, shall be in the
form of written resolutions. All written minutes of meetings, and all written
resolutions passes or denied shall be placed in the Business Meeting Binder
according to date, time and place.
<PAGE>
ARTICLE 4
CAPITAL CONTRIBUTIONS OF THE JOINT BCA PARTNERS
Initial Capital Contribution. No parties shall be required to pay an initial
capital contribution into this BCA. Party of the First Part shall contribute
all the expertise to of the company to develop the communications systems for
the nation and make available the funding support required to consummate this
transaction. Party of the Second Party shall contribute their experience time
and effort to assist in a final agreement to be executed by Estonia to do the
secure communications systems. The Consultants shall continue to assist as
required to support this agreement. All BCA partners are responsible for their
own expenses unless pre approved in writing by the management committee.
Expenses. All expenses of the BCA and all expenses necessary to carry out the
objects and purpose of the business incurred, as defined in this Agreement,
shall be paid by BCA Partners separately unless otherwise agreed upon in
writing by the BCA Partners herein.
Interest on Capital. Borrowed funds after the initial contribution shall be
entitled to receive interest of seven percent per annum or as agreed by the
management committee on all funds financed under this business cooperation
agreement.
Right to Withdraw Capital. Either Party shall not be entitled to withdraw any
part or all of the initial capital contribution from the capital account
without Management Committee approval.
Notice Required Additional Contributions. The Management Committee shall give
notice of all Required Additional Contribution by Harrison Digicom, Inc.
Harrison Digicom, Inc. shall have thirty (30) days prior to the date for the
payment of the Required Additional Contribution to accept or decline, except in
the event of an emergency, in which case notice may be given within ten (10)
days prior to the date of payment. The notice shall state the amount and
purpose for which the contribution is required and the date and time upon which
it is to paid. If Harrison Digicom, Inc. decline payment parties may seek other
avenues the handle such funding requirements within the guideline of this
agreement.
Non-Capital Contributions. Any Partner who shall make non capital
contributions to the business cooperation, items of equipment and/or personal
property shall set out these items in Schedule All which is attached hereto
and incorporated herein by reference, which shall, for the purposes of this
agreement, remain the sole property of the contributing Partner. Contributing
Partner shall have the right to withdraw his asset whenever deemed necessary,
with ten (10) day written notice to the other BCA Partners upon any type of
default.
ARTICLE 5
DEFAULT
Failure to Pay Initial Capital Contribution. Initial Capital is not required
in this agreement, default of initial capital would only occur if any BCA
partner fail to execute agreement and would be immediately excluded from this
agreement.
No Benefits to Third BCA Partners. While this Agreement may place an
obligation upon the Joint BCA Partners to make contributions as called for in
this BCA, nevertheless this Agreement is not intended to, and does not raise
any benefits for third BCA Partners who are not BCA Partners to it.
ARTICLE 6
ROYALTIES; NET INCOME AND LOSS
Profits/Net Income. Compensation from the business shall be in the form of
consultant fees, commissions, net income or any other type of revenue/income
achieved under this agreement paid to all BCA Partners shall be distributed as
per the following: 5% to each consultant, 10% to Claudia and the remaining 80%
of control and ownership shall remain with Harrison Digicom, Inc. Net income
shall be defined as final dollars received for any approved business
opportunity/operation minus all approved cost associated with this business
cooperation under Generally Accepted Accounting Principles of the USA. All BCA
Partners will be required to take full responsibility separately and jointly
<PAGE>
for the capital if for any reason business cooperation goes into default.
Net Income or Loss. This shall mean receipts derived from the conduct of the
BCA business, less expenses as ascertained through the application of generally
accepted accounting principles.
ARTICLE 7
LIABILITIES; INDEMNITY; VOTE - TIE BREAKING VOTE
Liabilities of the BCA Partners. During the existence of the BCA, none of the
BCA Partners shall be liable for any obligation of the other BCA Partners)
created without the express approval of all the Management Committee.
Indemnity. The BCA Partners herein mutually agree to indemnify each other and
hold each other harmless from: (i) loss or damage; and (ii) against any
liability; and (iii) to perform acts that will prevent financial injury or harm
to the other. The BCA Partners herein mutually agree to indemnify, protect,
defend and hold each other or their sub-agents harmless from and against any
and all losses, costs, expenses, damages, claims, obligations, liabilities,
actions, suits, legal fees and expenses without limitation, of any kind
whatsoever which may be imposed upon, incurred by, or asserted against the
other, including but not limited to third party, sub-agents, or transactions
contemplated hereby. The foregoing obligation of indemnities shall extend and
survive the expiration, termination, completion, transfer, renewal, or refusal
to renew this agreement.
Abide by Vote - Tie Breaking Vote. All members of the Management Committee
agree to abide by the vote of the Management Committee. Each member of the
Management Committee shall have one vote. In the event of a tie vote between
the Management Committee, and the issue cannot be resolved, shall be current
acting Chairman of management committee shall have the tie breaking vote. Any
material change in this contract must have a unanimous vote to be passed.
Chairman position shall be held by Harrison Digicom, Inc.
Voting Right. Any Managing Partner shall have the right to assign to another
Managing Partner the right to vote his Interest hereunder at any meeting of the
Management Committee. Such assignment shall be in writing, shall be executed
prior to the time of any meeting at which such assigned right to vote may be
exercised and shall be deposited with the Management Committee at the time of
the meeting.
ARTICLE 8
REPRESENTATIONS AND WARRANTIES OF THE BCA PARTNERS
8.1 The BCA Partners herein represent and warrant that there are no suits,
judgments, or liens, of any kind, pending or filed against them, whether
individually or in conjunction with any person or entity, in any jurisdiction
whatsoever.
ARTICLE 9
DISSOLUTION and TERMINATION
Terminating Events. In the event: (i) the withdrawal or bankruptcy of a BCA in
any specific opportunity; (ii) or other event; which, under applicable law,
requires a termination of the BCA (hereinafter referred to as a "Terminating
Event"), this BCA shall immediately be dissolved.
Bankruptcy. For purposes of this Agreement, a bankruptcy of a BCA entity shall
be deemed to occur when such BCA operation/entity files a petition in
bankruptcy, or involuntarily takes advantage of any bankruptcy or insolvency
law, or is adjudicated a bankrupt, or if a petition or answer is filed
proposing the adjudication of such BCA as a bankrupt and such BCA either
consents to the filing thereof or such petition or answer is not discharged or
denied prior to the expiration of 60 days from the date of such filing; and the
insolvency of a BCA shall be deemed to occur when such BCA's assets are
insufficient to pay its liabilities as they come due, and the BCA shall so
admit by action or notice to the BCA. If a Terminating Event shall occur, in
addition to any other rights and remedies granted hereunder, the remaining BCA
Partners (pro rata among themselves in proportion to their respective Interests
as of the date of the Terminating Event, or in such other percentages as they
shall agree upon) shall have a first option to purchase and acquire, and the
BCA, or (his/its) successor interest, who has caused the Terminating Event
(hereinafter referred to as the Terminating Party) shall have the obligation to
sell the Terminating Party's Interest in the BCA, which option shall be<PAGE>
exercised by written notice to the Terminating Party within 60 days after the
Management Committee shall be notified in writing of the occurrence of a
Terminating Event. If such option is exercised, the remaining BCA Partners and
the Terminating Party shall use their best efforts to agree upon a purchase
price for such Interest, and the terms of payment thereof. If the BCA Partners
are unable to agree upon a purchase price and terms of payment within 90 days
after the exercise of the option, the remaining BCA Partners shall have an
additional ten (10) days thereafter within which to withdraw his/their election
to exercise. If such election is withdrawn, or if the option is not exercised
in the first instance, the affairs of the BCA shall be liquidated under the
supervision of the liquidating trustee, and the BCA assets distributed as
provided hereafter. In the event, however, that such election is not
withdrawn, then the remaining BCA Partners shall have the right to purchase the
Terminating BCA Partners Interest for an amount equal to all initial and
Additional required Contributions, less ten (10%) per cent which have actually
been paid by the Terminating BCA.
Additional Terminating Events. In addition to the other provisions for the
termination and dissolution of this BCA or operating entity which are set forth
above, the Partners may be dissolved and terminated upon the vote of BCA
Partners owing 100% of the Interest in the BCA, and shall be dissolved and
terminated.
Liquidating Trustee. In the event of dissolution and termination of the
Partners, a financial statement shall be prepared and furnished to each of the
BCA Partners within a reasonable time after dissolution. The Management
Committee shall act as liquidating trustee. If a Managing Partner has been the
cause of dissolution, died, dissolved, or suffered a legal incapacity or
bankruptcy, then only the remaining Management Committee (i.e., excluding the
partners who was the cause) shall act as liquidating trustee. The liquidation
of the BCA assets, the discharge of creditors' claims and distribution of the
assets. The liquidating trustee shall be indemnified and held harmless by the
BCA from and against any and all claims, demands, liabilities, costs, damages,
and causes of action of any nature whatsoever, arising out of or incidental to
the liquidating trustee's taking any action authorized under, or within the
scope of, this Section; provided, however, the liquidating trustee shall not be
entitled to indemnification hereunder where the claim at issue arose out of: A
matter entirely unrelated to the liquidating trustee's acting under the
provisions of this Section; The proven gross negligence or willful misconduct
of the liquidating trustee; or The proven breach by the liquidating trustee of
(his/their) obligations under this Section. The indemnification rights herein
contained shall be cumulative of, and in addition to, any and all other rights,
remedies and recourses to which the liquidating trustee shall be entitled, at
law or in equity. The liquidating trustee shall be entitled to compensation for
their services in an Harrison Digicom, Inc. commensurate with that paid
fiduciaries in the closest Metropolitan area in that State or territory.
ARTICLE 10
DEATH OR INCAPACITY OF A PARTNER
Death of a Partner. The death or legal incapacity of a Partner shall not
dissolve or terminate this BCA.
Rights and Obligations of Successors in Interest. A person shall automatically
lose his status of Partner upon his death of legal incapacity. His right to
share in incomes and losses and distributions of assets shall devolve upon his
personal representative. The estate of successor in interest of the deceased
or incapacitated Partner shall be liable for all his obligations under this
Agreement. A personal representative or successor shall automatically become a
Partner. In case of default in respect to obligations of this Agreement, a
Partner Interest in the hands of a personal representative or successor shall
be subject to the provisions of Article 5 in the Harrison Digicom, Inc. manner
as any other Partner Interest.
Joint Tenancy. In cases where a Partner Interest is held in joint tenancy and
a joint tenant dies, such interest shall pass in its entirety to the surviving
joint tenant, together with all the rights and obligations appurtenant to such
interest. Before exercising, in his or her sole Harrison Digicom, Inc., any of
the rights of a Partner, the surviving joint tenant shall give notice of the
death to the Management Committee. Proof of death, in the form of a death
<PAGE>
certificate, shall be included as part of such notice. Upon notice and proof of
death of a Partner, the Management Committee shall cause the BCA books to be
amended so as to reflect the surviving joint tenant as owner of the Interest
and as Venturer in his or her sole name.
ARTICLE 11
MISCELLANEOUS
Power of Attorney. The BCA Partners agree that they shall execute, if
necessary, a Special Power of Attorney for recording, pertaining to the
authority of the Management Committee as herein set forth.
Notices. All notices under this Agreement shall be in writing and be deemed
delivered upon receipt. Unless delivered personally, all notices shall be
given by certified mail, postage prepaid, return receipt requested. Notices to
the Management Committee or to the Partner shall be delivered at, or mailed to
the principal place of business of the Partner. Notices to other BCA Partners
shall be delivered to such Partner, or mailed to the last address furnished by
him for such purposes to the Management Committee. BCA Partners shall give
notice of a change of address to the Management Committee in the manner
provided in this Article. In addition to the above, if any Partner shall have
secured or encumbered his BCA Interest in accordance with the provisions
hereof, and the lender shall have furnished the BCA with its name and address,
then, the lender shall be entitled to receive copies (at the same time and in
same manner) of all notices given or sent to such Partner, including notices of
Required Additional Contributions.
Amendments. This amendment, in the form of an "Addendum", if in writing and
only by the consent of 100% (one hundred percent) of the Management Committee.
An Addendum shall be proposed by the Management Committee. Following such
proposal, the proposed Addendum shall be submitted to the full panel of
Management Committee for a vote. A record of the proposed addendum (approved
or denied) shall be placed in the Management Committee Business Meeting Binder.
Interpretation. When the context in which words are used in this Agreement
indicates that such is the intent, words in the singular number shall include
the plural and vice versa, and words in the masculine gender shall include the
feminine or neuter, and vice versa.
Section Headings. Section headings in no way define, limit, extend or
interpret the scope of this Agreement or any particular article.
Separability. If any provision of this Agreement is or becomes invalid,
illegal, unenforceable in any jurisdiction, such provision shall be deemed
amended to conform to applicable laws so as to be valid and enforceable or, if
it cannot be so amended without and enforceable or, of it cannot be so amended
without materially altering the intention of the BCA Partners, it shall be
stricken and the remainder of this Agreement shall remain in full force and
effect.
Agreement in Counterparts. This Agreement may be executed in several
counterparts, and as executed shall constitute one Agreement, binding on all of
the BCA Partners hereto, notwithstanding that all the BCA Partners are not
signatory to the original or the same counterpart.
Tax Liability. Any tax liability incurred by this agreement shall be placed in
an escrow account and paid in accordance with the laws controlling this
agreement. The BCA Partners herein agree to file separately and corporately
any and all necessary tax documents in connection with moneys received as a
result of the implementation of this agreement.
Waiver. No waiver of any right under this Agreement shall be deemed effective
unless contained in a writing signed by the BCA Partners charged with such
waiver, and no waiver of any right arising from any breach or failure to
perform shall be deemed to be a waiver of any future right or of any other
right arising under this Agreement.
Entire Agreement. This instrument contains the entire agreement of the BCA
Partners with respect to the subject matter hereof, and the terms, conditions,
and covenants thereof may not be further modified except as outlined in this
Agreement.
Service of Process. Unless specifically disallowed by law, should litigation
arise hereunder, service of process therefore may be obtained through certified
mail, return receipt requested, the BCA Partners hereto waiving any and all
rights they may have to object to the method by which service was perfected.
Non-Disclosure. The BCA Partners herein mutually agree not to divulge<PAGE>
disclose, communicate to any person, firm or corporation, at any time, either
directly or indirectly in any form or manner whatsoever, any confidential,
material, or operational information concerning the business of the other.
Non-Circumvention. The BCA Partners herein mutually agree that no attempt will
be made to circumvent the other party. The penalty for circumvention shall be
the loss of all income, commissions, profits, benefits, or any other thing of
value to which the principal committing or permitting such circumvention shall
be entitled until full restitution has been made to the injured party.
Initials. this agreement shall not be valid and enforceable unless it is
properly executed by the BCA Partners herein and their initials affixed to each
page and made a part hereof, except for the signatory and notary pages.
IN WITNESS WHEREOF, we have hereunto affixed our signatures as of the date and
year as appearing after our signatures.
Harrison Digicom, Inc.
Party of the First Part:
/s/JOHN W. BUSH
President/CEO Harrison Digicom
Party of the Second Part:
/s/ANDROS NURGA
Chairman Claudia Security Systems, Ltd.
Party of the Third Part:
/s/ALLAN MEIUSI
Meivest Corporation
Party of the Fourth Part:
/s/KYNASTON PERRERIA
Kynaston Perreria and Associates
Date: 12-15-98
Appendix A: Summary of Airtel USA, and business overview for Estonia.
AirTel USA
AirTel USA, Inc. is a Wyoming Corporation and the marketing arm of Harrison
Digicom, Inc. in the development of international communications infrastructure
opportunities. The AirTel Estonia project will involve the development of a
national secure wireless communications infrastructure in Estonia. The project
includes an advance wireless communications network in a Business Cooperation
Contract (BCC)/ Joint Venture or other relationship with the Nation Estonia. A
long term contractual relationship with the nation to allow AirTel USA to
develop and operate the system in concert with potential strategic partners
such as Lucent Technologies/Bell Labs, Motorola and Qualcomm. AirTel USA start
with a requested to review a secure communication system for a Estonia and work
towards other communications opportunities with the Nation. Harrison Digicom
will also present a mobile communications/medical systems for disaster
recovery and control. AIRTEL USA, INC. has a strong and reputable force in the
ever emerging market for advanced wireless services, with particular emphases
on the Nation's neglected rural areas. Overview of AirTel - Estonia Project
Introduction
The AirTel * Estonia project represents a plan to establish a modern
telecommunications network that will provide telecommunications services to all
the people of Estonia, from the remote rural areas, through the Urban areas and
to the Sea and islands. AirTel * Estonia hopes to be a key component of the
Government's development activities to upgrade the social, economic and
environmental status of the nation. The establishment of an effective
telecommunications infrastructure is seen as a critical factor in national
development so as to attract investment, create employment opportunities and
stimulate the local economy and complete the deployment of the secure system
currently in place. AirTel * Estonia propose to establish a modern, full
service telecommunications network in Estonia offering local access (PSTN)
services through WLL (Wireless Local Loop) and wireline cable, mobile services
through PCS (Personal Communications Services) and TRS (Trunked Radio
Services). The project will introduce the latest CDMA, TDMA, and satellite
telecommunication technologies in Estonia.
<PAGE>
AirTel * Estonia proposes to serve the following principal sectors:
1. In the delta areas where there are towns and crowded cities CDMA
technology for PCS and WLL will be utilized.
2. The mountains, coasts, islands, and rural use TDMA technology for TRS in
VHF, UHF bandwidth, which can cover the territory with a radius of typically
150Km.
3. In the open sea with coverage radius extending over 150Km AirTel * Estonia
intends to provide telecommunications system through the Globalstar
low-altitude satellite system.
4. The mountains, the farthest rural and urban areas, and the oil exploitation
will use VINASAT for their communications.
5. With regard to the telecommunications manufacturing industry, AirTel *
VianrUS will ensure local technical logistics for this project with:
Production and assembly of terminal equipment Solar power systems Dry
batteries, and Other infra-structural accessories (e.g., lightning protection
equipment, UPS, etc.) It is planned that AirTel * Estonia will provide an
increase ratio of telephones per person, including wireless local loop,
wireline, PCS, and TRS connections over a 10-year period. Additionally, the
project will introduce services into rural areas of Estonia by the use of rural
telecommunications and satellites.
Being a new entrant, AirTel * Estonia will be able to develop its own modern
culture and practice and will seek to achieve higher levels of productivity and
lower operating costs.
AirTel * Estonia will make extensive use of leading edge wireless based
systems. By deploying the latest technologies, such as CDMA, TDMA and
satellite acquired through strategic supplier alliances, AirTel * Estonia seek
to achieve higher system capacities and lower cost structures than other
operators have been able to achieve in the region Underpinning AirTel *
Estonia's advanced Wireless Local Loop infrastructure will be a modern core
network utilizing the latest switching, transmission and management
arhitectures as well as a communications intelligence system for the purpose of
security monitoring and surveillance.
In addition, the infrastructure development of AirTel * Estonia will indirectly
support improvements in social conditions by giving better access to other
areas and community resources such as health, education and cultural
development. In particular, there are many villages where the effects of
natural disasters can be reduced by improved telecommunications while more
timely access to emergency aid through improved communications will
significantly enhance the social welfare of these communities. Also, the
AirTel * Estonia wireless telecommunications network will be one of the most
appropriate means for communication during disaster recovery period.
AirTel * Estonia will introduce rationalized and modern management procedures
and structures to facilitate the construction of a world class operation,
whilst ensuring that a responsive customer focus is maintained. It is intended
that AirTel * Estonia will implement performance indicators that measure their
compliance with industry standards.
The installation of the network will be under the control of AirTel * Estonia
and its Estoniaese partners, with systems and component supply from major
suppliers. Preference will be given to suppliers who give undertaking to the
Government to set up operations in Estonia for the manufacture, construction
and installation of telecommunications networks, including their maintenance
and support.
Harrison Digicom, Inc. A NASDAQ/OTC Company HARR
1st _______ 2nd ________ 3rd _________ 4th ________
EXHIBIT 10.12 AGREEMENT BETWEEN Harrison Digicom AND AMERICAN CAMBODIAN TELECOM
LTD.
HARRS AGREEMENT is made and entered into by and between Harrison Digicom, Inc.
(hereinafter "HARR"), a Nevada Corporation, with it's operation offices at 3505
Cadillac Avenue, Suite 0-204, Costa Mesa, California 92626 and American
Cambodian Telcom Ltd. (hereinafter " ACT"), a Washington Corporation with
office at Phsar Thmei 2, Phnom Penh, Kingdom of Cambodia; 12209, Tel: 855-(23)
725-531 Fax: 855 (23) 723-296.
WHEREAS, the Parties intent to enter into an agreement and wish to engage in
the business of establishing, marketing, operating under an existing
communications license as per exhibit A attached in the Kingdom of Cambodia,
that is presently owned by and has clean clear title of all liens and
encumbrance.; and
WHEREAS, the Parties intend that ACT will be acquired by HARR for the price of
$10,000,000 the value paid in a direct stock swap.
NOWTHEREFORE, in consideration of the mutual promises and covenants exchange
herein and other good valuable consideration the receipt and sufficiency of
which is hereby acknowledged, HARR and ACT agree as follows:
1 The entire stock in ACT is to be owned one hundred percent (100%) by HARR in
exchange for 10,000,000 shares of common shares of HARR, the public company.
The agreed price of this acquisition is $10,000,000 in a direct stock swap at
a strike price of $1.00 per share of common class restricted in accordance the
SEC and a par value of .001. Stock shall be issued upon due diligence by both
parties and initial funding.
1.1 Ten percent (10%) of the stock shall be issued upon final consummation of
this agreement and HARR has achieved the performance millstone's within this
agreement or being release by ACT in writing of any such performance.
1.2 The remaining ninety percent (90%) of stock shall be issued and held in
Trust/escrow for a period of two years.
1.3 The Board shall retain all voting rights of said stock until release to
ACT.
1.4 The intention of the stock being held in escrow is to ensure a minimum
monthly gross revenue for Cambodia is achieved of $1,000,000.
1.5 At the end of two years from the execution of this agreement stock shall
be released if ACT has achieved the minimum gross revenue of $1,000,000 or
percentage thereof. (Example, ACT monthly revenue is $800,000 than ACT shall
receive 80% of said stock held by HARR.
1.6 Escrow/Trust shares shall be issued with the origination date to match
this agreement and shall be free trading upon being release to Mr. Carr. Stock
shall be issued immediately.
A This transaction is intended to be a tax-free exchange.
B Mr. Paul Robert Carr shall be required to be retained as the President and
Director to ACT and for a period not less than five years as per shown in
Exhibit B. Mr. Carr shall also be invited to serve on the Board of ACT and
HARR.
4 ACT is the owner of the assets listed as exhibit C attached hereto, and
have understood that ownership of these assets are being transferred to HARR in
this transaction.
<PAGE>
5 Project funding shall be completed as a joint effort by all parties in the
agreement. If for any reason, initial funding is not available in the amount
of $100,000 within thirty days, ACT make upon written notice request to
immediately unwind this agreement. If Harrison is unable to cure such notice,
in 30 days than ACT shall be released immediately without any liabilities
under the agreement to include any funds advanced by Harrison. Harrison shall
pay 10% of this ($10,000)U.S. Dollars of the initial funding within ten days of
after the execution of this agreement or this agreement shall be null and void.
6 The Parties shall each make available to each other, and their respective
officers, directors, attorneys, representatives and accountants, such
documents, reports, and other information as may be reasonably requested to
consummate the several transactions contemplated herein. Any information
received by or on behalf of any investigating party shall be deemed
confidential information in accordance with the provision of the following
paragraph.
7 Each of the Parties hereto shall, and shall cause their respective officers,
directors, attorneys, representatives, employees, shareholders, affiliates and
agents, to keep confidential as proprietary and privileged information, the
negotiations of the Parties respecting the consummation of the transaction
contemplated hereby, and any other item which may be expressly identified or
noticed as confidential. Notwithstanding the confidential information in order
to proceed with the transaction contemplated hereby.
8 The foregoing Agreement is the entire agreement of the Parties with respect
to the subject matter hereof, superseding any previous oral or written
communications, representations, understandings or agreements, this Agreement
may be modified only by a writing signed by all parties to this agreement.
9 The Parties represent and warrant that they have the requisite power and
authority to enter into the definitive agreements contemplated by this
Agreement and that engagement of this agreement will not violate any of the
respective Parties' by-laws, articles of incorporation, or the terms of any
contract, indenture or mortgage to which any of the Parties is subject to.
10 The Parties hereby state that they, having the benefit of legal counsel,
fully understand the terms and conditions of this Agreement.
11 Should any part, term or provision of this Agreement, except material
breach items be determined by any tribunal, court or arbitrator to be illegal
or invalid, the invalid, the validity of the remaining parts, terms or
provision shall not be affected thereby, and the illegal or invalid part, term
or provision shall be deemed not to be part of this agreement.
12 The parties agree that the failure of a Party at any time to require
performance of any provision of this Agreement shall not affect, diminish,
obviate or void in any way the Parties' full right or ability to require
performance of the same or any other provision of this Agreement at anytime
thereafter.
13 The parties agree that this Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one in the same instrument.
14 Mr. Carr/ ACT shall hold Harrison Digicom, Inc. harmless of any and all
liabilities of ACT that occurred prior to this transaction. Harrison shall
hold Mr. Carr/ACT harmless of any and all liabilities of ACT that occurred
prior to this transaction
15 ACT hereby warrants to Harrison Digicom, Inc. that Mr. Carr has clear title
to the to 84% of the stock of corporation and all rights to the License as
show in exhibit A. The remaining 14% must be purchased from Khmer Sameky
TeleCom C. "KST" for a cash transaction of $1.4 Million U.S. Dollars and to
finalize the agreement with said party in the next 30 Days.
16 The Agreement shall be governed by the laws of the State of California and
shall effect as a sealed instrument.
WHEREAS, the Parties have read the above agreement and attest that they fully
understood and knowingly accept its provisions in their entirety without
reservation.
Paul Robert Carr, President
American Cambodian Telcom Ltd.
Director
Harrison Digicom, Inc.
Director
Harrison Digicom, Inc.
Dated:1-7-99
Enclosures A,B,C
Exhibit A: Shall Include:
License for the provision and operation of a CDMA Base Telecommunications
System issued by the Kingdom of Cambodia, with Appendix 1 for the provision and
operation of paging.
Joint Venture agreement for the establishment of a Joint Enterprise for a
CDMA Based Telecommunications System between Ministry and Telecommunications of
Cambodia (MPTC) and Portacom Wireless.
Letters from Portacom Wireless, Inc. to Mr. Carr dated: January 15,1998 and
July 28,1998 signed by Michael A. Richard, CEO Portacom.
Deposit slip for $200,000.USD made to the Foreign Trade Bank of Cambodia in
favor of the MPTC.
Transfer agreement from Portacom to ACT 4 pages dated and sign on January
15,1998 by Douglas C. Maclellan and Robert Carr.
Linklaters & Paines opinion letters dated February 20, 1997 and February 21,
1997.
Dirksen Flipse Doran & LE opinion letter dated February 16, 1997 and February
18, 1997, including copies of license and certificate.
Peat Marwick Limited letter of February 17, 1997 formation of ACT.
Unmarked page of bullet points of license and joint venture agreement.
Exhibit B: Shall Include:
Mr. Carr five year employment contract. Mr. Carr shall be compensated within
the Board approved guidelines of HARR. Shall serve as President/CEO of ACT at
the grade level E13 (Senior Vice President), salary base of $120,000, 70% bonus
and 400,000 stock options released at the rate of 1/5 annually per his
employment contract. Mr. Carr shall have full P&L responsibility for ACT and
sole discretionary power to hire, promote, remove and terminate all personnel
within the HARR guidelines.
Exhibit C: Shall Include:
Item A of Exhibit A
Item B of Exhibit A
Item D of Exhibit A
EXHIBIT 10.13 AGREEMENT BETWEEN MARTIN COMMUNICATIONS AND CLAUDIA SECURITY
SYSTEMS LTD.
AGREEMENT OF THE PARTIES
AGREEMENT OF THE PARTIES
THIS AGREEMENT is made and entered into by and between Martin Communications,
Inc., a wholly owned subsidiary of Harrison Digicom, Inc., (hereinafter Martin
Communications, Inc), a Nevada Corporation and AS Claudia Turvasusteemid
(Claudia Security Systems Ltd.) (hereinafter Claudia Security Systems) a wholly
owned Estonian Corporation, with its address Magadeleena 3, Tallinn, Estonia;
and, referred to jointly as the "Parties".
WHEREAS, the Parties intend to enter into an agreement and wish to engage
in the business of establishing, marketing, operating under Security products
and services to include the development of business and subsidiaries of Claudia
Security Systems in Estonia, Latvia, Lithuania, and Ukraine; and
WHEREAS, the Parties agree intend that 50% of Claudia Security Systems
will be acquired by Martin Communications, Inc. in a direct stock swap, a
mutual sharing of business opportunities in that both entities are pursuing to
gain synergy in the marketplace.
NOWTHEREFORE, in consideration of the mutual promises and covenants exchange
herein and other good valuable consideration the receipt and sufficiency of
which is hereby acknowledged, Martin Communications, Inc. and Claudia Security
Systems agree as follows:
That 50% of stock in Claudia Security Systems is to be owned by Martin
Communications, Inc. in exchange for 1,200,000 shares of Harrison Digicom, Inc.
a public company, valued at US$1.00 (one dollar) per share for the purposes of
this transaction. Stock shall be issued upon due diligence by both parties and
within the guidelines of the Securities Exchange Commission (SEC).
This transaction is intended to be a tax-free exchange.
The current members of the Supervisory Board of Claudia Security Systems,
namely Andrus Nurga and Toonia Michelis, shall be retained and remain in their
positions for a period of not less than five (5) years, or as directed and
agreed to by a resolution of the Supervisory Board. On completion of the stock
transfer, the number of Supervisory Board members will be increased to four (4)
members to include Howard Frantom and John Martin representing Martin
Communications, Inc.
Claudia Security Systems will increase stock (share) capital with a
non-monetary contribution. The non-monetary contribution shall be stocks of AS
Claudia Turvasusteemid (Claudia Security Systems, Ltd.), and shall represent
ownership of 50% (fifty percent) of the total number of preferred/ voting
shares issued in the company are being transferred to Martin Communications,
Inc. in this transaction.
The Parties shall make available to each other, and their respective officers,
directors, attorneys, representatives and accountants, such documents, reports,
and other information as may be reasonably requested to consummate the
transaction contemplated herein. Any information received by or on behalf of
any investigating party shall be deemed confidential information in accordance
with the provision of the following paragraph.
Each of the Parties hereto shall, and shall cause their respective officers,
directors, attorneys, representatives, employees, shareholders, affiliates and
agents, to deep confidential as proprietary and privilege information, the
negotiations of the parties respecting the consummation of the transaction
contemplated hereby, and any other item which may be expressly identified or
noticed as confidential. Notwithstanding the confidential information in order
to proceed with the transaction contemplated hereby.
The foregoing Agreement is the entire agreement of the Parties with respect to
the subject matter hereof, superseding any previous oral or written
communication, representations, understandings or agreements, this Agreement
<PAGE>
may be modified only by a writing signed by all parties to this Agreement.
The Parties represent and warrant that they have the requisite power and
authority to enter into the definitive agreements contemplated by this
Agreement and that engagement of this Agreement will not violate any of the
respective Parties' by-laws, articles of incorporation, or the terms of any
contract, indenture or mortgage to which any of the Parties is subject to.
The Parties Hereby state that they, having the benefit of legal counsel, fully
understand the terms and conditions of this Agreement.
Should any part, term or provision of this Agreement, except material breach
items be determined by any tribunal, court or arbitrator to be illegal or
invalid, the validity of the remaining parts terms or provision shall not be
affected thereby, and the illegal or invalid part, term or provision shall be
deemed not to be part of this agreement.
The parties agree that the failure of a Party at any time to require
performance of any provision of this Agreement shall not affect, diminish,
obviate or void in any way the "Parties" full right or ability to require
performance of the same or any other provision of this Agreement at anytime
thereafter.
The Parties agree that this Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one in the same instrument.
The Agreement shall be governed by the laws of the Republic of Estonia and
shall effect as a sealed instrument.
WHEREAS, the Parties have read the above agreement and attest that they have
fully understood and knowingly accept its provisions in their entirety without
reservation.
/s/ANDROS NURGA
Chairman Claudia Security Systems
/S/HOWARD FRANTOM
Chairman Martin Communications, Inc.
/s/JOHN W. BUSH
CEO Harrison Digicom
Dated: 1-22-99
EXHIBIT 10.14 BUSINESS COOPERATION AGREEMENT BETWEEN COMPANY AND VENRO PETROLEUM
CORPORATION
BUSINESS COOPERATION AGREEMENT
THIS BUSINESS COOPERATION AGREEMENT "BCA" is made and entered into by and
between Harrison Digicom, Inc., is a Nevada Corporation, NASDAQ/OTC symbol
"HARR" whose address is 3505 Cadillac Avenue, Suite 0-205A Costa Mesa,
California 92626 hereinafter referred to as "First Party" or " Harrison
Digicom" or " HARR"; and
Venro Petroleum Corporation, whose address is 45 Rockefeller Plaza (630 Fifth
Ave) Suite 1600, New York NY 10111, tel: 212-969-1722 Fax: 212-969-1729
hereafter referred to as " Second Party" or " Venro ".
WITNESSETH:
The BCA Partners herein are desirous to conduct a business operation together
and it is agreed by the BCA Partners herein that the most desirous form of
agreement for conducting the business operation is by and through a business
cooperation agreement under the laws of the United States of America and shall
abide by all laws in other countries where both BCA Partners agree herein to
operate.
WHEREAS, the BCA Partners herein are desirous to keep their separate identity,
however, through this business cooperation agreement coordinate together to
strengthen their overall position in the business community; and
WHEREAS, the First Party has be responsible for approved project funding and
managing director of this agreement and shall make available the complete
"HARR" of products and services for marketing as the contribution to a business
enterprise for 80% ownership in all project approved in through this BCA; and
WHEREAS, the Second Party has special abilities and experience in sales,
marketing of Harrison Services worldwide through their business and personal
relationships; and
WHEREAS, the BCA Partners have heretofore begun the operation of a business
enterprise under the terms, conditions, and covenants of this BCA Agreement;
and
WHEREAS, it is the intention of the BCA Partners that this Agreement shall
supersede and replace any and all prior agreements of the BCA Partners, whether
oral or written; and
WHEREAS, each Partners represents and warrants that he is acquiring his
interest in the business cooperation for his own account, for investment,
and/or for further sale or distribution thereof; and
WHEREAS, it is the desire of the BCA Partners to define and set out their
relationship in writing and the circumstances under which they are operating,
as of the date of this Agreement; and
NOW THEREFORE, in consideration of the mutual terms, conditions, and covenants
hereinabove and hereinafter contained, the BCA Partners agree as follows:
ARTICLE 1
ORGANIZATION
Term. The BCA shall commence on the date of the last signature and this
agreement shall continue and remain in full force and effect until all the
<PAGE>
purposes for which this venture has been undertaken have been accomplished and
completed or until terminated by mutual written agreement of the BCA Partners
herein.
Voting. Any reference herein to required numbers of business cooperation
interests necessary to take certain actions shall be deemed to include only
such interest of joint BCA Partners who are then entitled to vote pursuant to
the terms of this Agreement.
Fiscal Year and Accounting Method. The fiscal year of the BCA shall begin on
1st day of January and end on the 31 day of December each year. The accounting
method shall be on a accrual method or as required by CFO of the first party of
this agreement. This agreement shall be amended as require to allow Harrison
Digicom, Inc. to legal show activities on their consolidated financial
statements.
The BCA Partners under which the BCA shall be authorized to do business shall
be; Harrison Digicom, Inc., BCA Partner. (hereinafter referred to as the
"Business" or "business").
Documents. The BCA Partners agree to execute any and all documents
necessary to carry out the terms, conditions, and intent of this agreement.
ARTICLE 2
OBJECT AND PURPOSE
Object and Purpose. The BCA is being created for, and shall have the power to
accomplish, the following objects and purposes:
To form and carry on a BCA pursuant to the Laws of the United States of
America and host nation of any venture. To begin, expand, increase, establish,
and carry on the BCA business of developing business opportunities for profit,
specifically to fund the operating capital needed for Communications systems,
services and product for the any nation or commercial entity worldwide.
In general, to do and perform everything which may be necessary, advisable,
incidental, suitable or proper for the conduct of (i) The BCA; and (ii) The
BCA's business; and (iii) To carry out any and all such other activities as may
be necessary to the business of the business cooperation.
Authority: The BCA Partners herein have agreed that the authority as pertaining
to this agreement shall be as follows:
There shall be one agreement working collectively but also separately, i.e.,
(i) this agreement shall be the authority for the BCA; and (ii) an agreement as
required by each venture to comply with the host nation under the guidelines of
this BCA.
This Agreement shall be the authority as pertaining to the Members and/or the
BCA partner's Interest during the establishment of each venture; and
This Agreement shall be the authority as pertaining to all aspects of the
Business, i.e. the policy and procedure agreement spells out, but is not
limited to, (i) Methods of operations; (ii) of the Compensation; (iii)
Disposition of the business, and (iv) Other covenants pertaining to the
business in the territories (v) authority to open bank accounts, or any other
such financial needs of the agreement. This agreement shall be a working
document and shall be assembled during the normal operations of business by
the senior management of each business venture. The agreement shall be made
available to first and third BCA Partners of this agreement and shall be
reviewed annually by the management committee of this business cooperation .
ARTICLE 3
MANAGEMENT COMMITTEE
All the BCA Partners hereby constitute and appoint as "Management Committee" of
the Business the following persons: This Management Committee shall act as a
<PAGE>
Board level management group to oversee final decisions that could impact this
agreement. This committee shall have authority over all BCA Partners involved
in this business cooperation.
Harrison Digicom, Inc. as part to the First Party, and shall have the rights to
select two persons. Harrison Digicom, Inc. shall have the responsibility to
coordinate the administration and sales / marketing needs of the business
cooperation for growth and future expansion. Part to the Second Party shall
have the rights to select one person, and shall be the operating manager to
oversee the international field operations and sales/marketing, installation
for this business cooperation . Both BCA Partners shall be responsible to the
other to act in their best interest and report any major changes that could
effect this agreement in any material way. Both BCA Partners shall have full
authority to act on behalf of both BCA Partners in normal daily operations and
report to the committee on a monthly or quarterly basis. Consultants shall
each have right to select one person to the management committee. Parties shall
select a President/ CEO and/or other officers as needed for the venture. The
management committee elect a entity that shall be responsible for full
operations of normal daily sales and marketing of services. The Management
Committee agree to devote their services with agreed fees as hereinafter
provided. Meeting shall be held by teleconference or in person as required at
locations to be agreed by all parties.
The duties and obligations of the Business Management Committee are as follows:
To manage the business lawfully and in such a manner as to be profitable;
To maintain the books and records of the business and any and all other
covenants of this agreement;
To perform all normal administrative acts;
To open and maintain bank accounts for the business, to pay obligations of the
business, collect obligations owed to the business and compromise claims on
said collections;
To obtain, pay the cost from the business funds for preparation, and timely
file any necessary tax returns or informational filings for the business and to
furnish copies of Harrison Digicom, Inc. to all joint BCA Partners;
To maintain insurance against liabilities, including insurance on any Real
Property, as agreed upon between the BCA Partners herein;
To employ accountants, legal counsel, managers, or other consultants to perform
services for the business and to compensate such employed persons from business
funds;
To determine and assess from time to time, as needed, additional required cash
contributions necessary or convenient to fulfill the objects and purposes of
the BCA and to set the time within which such contributions must be paid;
All decisions, including, but not limited to, purchase of assets by the BCA,
any loan or other obligation to be undertaken by the business cooperation,
shall require the approval of all of the Management Committee;
Distributions of any profits of the business cooperation during the term of
its existence shall be made at such times as the Management Committee shall
agree hereafter.
The Management Committee shall have full and complete irrevocable authority,
insofar as third persons are concerned, as the attorney-in-fact for the
business and for each of the BCA Partners to execute and deliver any and all
contracts, listing contracts, purchase contracts, letters of credit, bills of
laden, leases, notes, deeds of trust, mortgages, deeds, any evidence of
indebtedness or security, settlement statements, closing documents, settlement
or compromise agreements, assignments, specifically including but not limited
<PAGE>
to those relating to the BCA business and to buy, sell, or convert to the use
of the BCA, as the case may be and to execute all documents, relating thereto
which the Management Committee in their sole discretion deem necessary or
appropriate. This actions shall be non recourse to the partners.
A quorum for any meeting of the Management Committee shall be the entire panel
of two Management Committee from each partner. However, in a dire emergency
(i.e., an absolute now or never situation) a quorum may be held with by
Harrison Digicom, Inc., pending full approval by complete quorum.
The Management Committee shall keep a Business Meeting Binder. The Second
Party shall be appointed and act as secretary. All meetings, without
exception, of the Management Committee shall be recorded in written minutes.
All approved business, by the Management Committee, shall be in the form of
written "resolutions". All written "minutes" of meetings, and all written
"resolutions" passes or denied shall be placed in the Business Meeting Binder
according to date, time and place.
ARTICLE 4
CAPITAL CONTRIBUTIONS OF THE JOINT BCA PARTNERS
Initial Capital Contribution. The Partners shall contribute their experience
time and effort to assist in a final agreement to be executed by any entity or
nation to do the secure or non secure communications systems and other products
offered by Harrison Digicom. Venro shall provide space in their NY office to
handle such transaction on an on needed basis as part of this agreement.
Expenses. All expenses of the BCA and all expenses necessary to carry out the
objects and purpose of the business incurred, as defined in this Agreement,
shall be paid by both BCA Partners separately unless otherwise agreed upon in
writing by the BCA Partners herein.
Interest on Capital. Borrowed funds shall be entitled to receive interest
rates at the normal market rates or as agreed by the management committee on
all funds financed under this business cooperation agreement must be non
recourse.
Right to Withdraw Capital. Either Party shall not be entitled to withdraw any
part or all of the initial capital contribution from the capital account
without Management Committee approval.
Notice Required Additional Contributions. The Management Committee shall give
notice of all Required Additional Contribution for new ventures or current
operating entities thirty (30) days prior to the date for the payment of the
Required Additional Contribution, except in the event of an emergency, in which
case notice may be given within five (5) days prior to the date of payment.
The notice shall state the amount and purpose for which the contribution is
required and the date and time upon which it is to paid. Any additional
contribution requires a 100% agreement by both partners.
Non-Capital Contributions. Any Partners who shall make non capital
contributions to the business cooperation , items of equipment and/or personal
property shall set out these items in Schedule "All" which is attached hereto
and incorporated herein by reference, which shall, for the purposes of this
agreement, remain the sole property of the contributing Partners. Contributing
Partners shall have the right to withdraw his asset whenever deemed necessary,
with ten (10) day written notice to the other BCA Partners.
ARTICLE 5
ROYALTIES; NET INCOME AND LOSS
Profits/Net Income. Compensation from the business shall be in the form of
consultant fees, commissions, net income or any other type of revenue/income
achieved under this agreement paid to all BCA Partners shall be equally
distributed as per the following: Venro shall receive a 10% of the gross sales
as a finders fees paid as received by Harrison Digicom, Inc. In addition Venro
shall receive 20% of the net income from each venture that Venro elects to
remain as an active partner. Harrison Digicom, Inc. shall always retain a
minimum of 80% ownership of each venture and 80% net income.<PAGE>
Net income shall be defined as final dollars received for any venture minus all
cost associated with this business cooperation under Generally Accepted
Accounting Principles of the USA or other nation as required. BCA partners
agreed that Harrison Digicom, Inc. shall have the rights to report the business
activities and financial results of all activity under the Harrison financial
statements.
Reciprocity Transactions. If Harrison brings contracts and business to Venro
during this relationship, Harrison shall receive the same as Venro would
receive under this agreement and shall be considered as part of this agreement.
ARTICLE 6
LIABILITIES; INDEMNITY; VOTE - TIE BREAKING VOTE
Liabilities of the BCA Partners. During the existence of the BCA, none of the
BCA Partners shall be liable for any obligation of the other BCA Partners)
created without the express approval of all the Management Committee.
Indemnity. The BCA Partners herein mutually agree to indemnify each other and
hold each other harmless from: (i) loss or damage; and (ii) against any
liability; and (iii) to perform acts that will prevent financial injury or harm
to the other. The BCA Partners herein mutually agree to indemnify, protect,
defend and hold each other or their sub-agents harmless from and against any
and all losses, costs, expenses, damages, claims, obligations, liabilities,
actions, suits, legal fees and expenses without limitation, of any kind
whatsoever which may be imposed upon, incurred by, or asserted against the
other, including but not limited to third party, sub-agents, or transactions
contemplated hereby. The foregoing obligation of indemnities shall extend and
survive the expiration, termination, completion, transfer, renewal, or refusal
to renew this agreement.
Abide by Vote - Tie Breaking Vote. All members of the Management Committee
agree to abide by the vote of the Management Committee. Each member of the
Management Committee shall have one vote. In the event of a tie vote between
the Management Committee, and the issue cannot be resolved, shall be current
acting Chairman of management committee shall have the tie breaking vote. Any
material change in this contract must have a unanimous vote to be passed.
Chairman position shall be held by Harrison Digicom, Inc.
Voting Right. Any Managing BCA shall have the right to assign to another
Managing BCA the right to vote his Interest hereunder at any meeting of the
Management Committee. Such assignment shall be in writing, shall be executed
prior to the time of any meeting at which such assigned right to vote may be
exercised and shall be deposited with the Management Committee at the time of
the meeting.
ARTICLE 7
REPRESENTATIONS AND WARRANTIES OF THE BCA PARTNERS
The BCA Partners herein represent and warrant that there are no suits,
judgments, or liens, of any kind, pending or filed against him, whether
individually or conjunction with any person or entity, in any jurisdiction
whatsoever.
Each party has full authority to enter this agreement and this agreement when
executed will constitute the binding obligation of the parties enforceable in
accordance with it's terms.
ARTICLE 8
DISSOLUTION, TERMINATION AND WINDING UP
Terminating Events. In the event: (i) of a transfer other than in accordance
with the provisions of Article 6 above; (ii) the withdrawal or bankruptcy of a
Partner; (iii) material breach by a Partner; (iv) or other event; which, under
applicable law, requires a termination of the BCA (hereinafter referred to as a
"Terminating Event"), this BCA shall immediately be dissolved.
<PAGE>
For purposes of this Agreement, a bankruptcy of a Partner shall be deemed to
occur when such BCA files a petition in bankruptcy, or involuntarily takes
advantage of any bankruptcy or insolvency law, or is adjudicated a bankrupt, or
if a petition or answer is filed proposing the adjudication of such Partners as
a bankrupt and such Partners either consents to the filing thereof or such
petition or answer is not discharged or denied prior to the expiration of 60
days from the date of such filing; and the insolvency of a BCA shall be deemed
to occur when such Partners's assets are insufficient to pay its liabilities as
they come due, and the Partners shall so admit by action or notice to the BCA.
Upon the occurrence of a Terminating Event, if remaining Partners owning fifty
(50%) percent of the remaining Interests so decide, the business of the BCA
shall continue uninterruptedly, notwithstanding said dissolution, as a new BCA
subject to the Harrison Digicom, Inc. terms and conditions of this BCA
Agreement.
If a Terminating Event shall occur, in addition to any other rights and
remedies granted hereunder, the remaining BCA Partners (pro rata among
themselves in proportion to their respective Interests as of the date of the
Terminating Event, or in such other percentages as they shall agree upon) shall
have a first option to purchase and acquire, and the Partners, or (his/its)
successor interest, who has caused the Terminating Event (hereinafter referred
to as the "Terminating Party") shall have the obligation to sell the
Terminating Party's Interest in the BCA, which option shall be exercised by
written notice to the Terminating Party within 60 days after the Management
Committee shall be notified in writing of the occurrence of a Terminating
Event. If such option is exercised, the remaining BCA Partners and the
Terminating Party shall use their best efforts to agree upon a purchase price
for such Interest, and the terms of payment thereof. If the BCA Partners are
unable to agree upon a purchase price and terms of payment within 90 days after
the exercise of the option, the remaining BCA Partners shall have an additional
ten (10) days thereafter within which to withdraw his/their election to
exercise. If such election is withdrawn, or if the option is not exercised in
the first instance, the affairs of the BCA shall be liquidated under the
supervision of the liquidating trustee, and the BCA assets distributed as
provided hereafter. In the event, however, that such election is not
withdrawn, then the remaining BCA Partners shall have the right to purchase the
Terminating BCA Partners Interest for an amount equal to all initial and
Additional required Contributions, less ten (10%) per cent which have actually
been paid by the Terminating BCA.
Additional Terminating Events. In addition to the other provisions for the
termination and dissolution of this BCA which are set forth above, the BCA may
be dissolved and terminated upon the vote of Joint BCA Partners owing 100% of
he Interest in the BCA, and shall be dissolved and terminated.
Liquidating Trustee. In the event of dissolution and termination of the BCA, a
financial statement shall be prepared and furnished to each of the Joint BCA
Partners within a reasonable time after dissolution. The Management Committee
shall act as liquidating trustee. If a Managing BCA has been the cause of
dissolution, died, dissolved, or suffered a legal incapacity or bankruptcy,
then only the remaining Management Committee (i.e., excluding the Partners who
was the cause) shall act as liquidating trustee. The liquidation of the BCA
assets, the discharge of creditors' claims and distribution of the assets. The
liquidating trustee shall be indemnified and held harmless by the BCA from and
against any and all claims, demands, liabilities, costs, damages, and causes of
action of any nature whatsoever, arising out of or incidental to the
liquidating trustee's taking any action authorized under, or within the scope
of, this Section; provided, however, the liquidating trustee shall not be
entitled to indemnification hereunder where the claim at issue arose out of:
a)A matter entirely unrelated to the liquidating trustee's acting under the
provisions of this Section;
b)The proven gross negligence or willful misconduct of the liquidating trustee;
or<PAGE>
c)The proven breach by the liquidating trustee of (his/their)
obligations under this Section.
d)The indemnification rights herein contained shall be cumulative of, and in
addition to, any and all other rights, remedies and recourses to which the
liquidating trustee shall be entitled, at law or in equity.
e)The liquidating trustee shall be entitled to compensation for their services
in an Harrison Digicom, Inc. count commensurate with that paid fiduciaries in
the closest Metropolitan area in that State or territory.
Winding Up. Upon the occurrence of any event which causes the dissolution of
the BCA, the liquidating trustee shall first secure an independent appraisal of
the fair market value of the BCA property and shall attempt to sell the BCA
property at such price and on such terms as the liquidating trustee, in the
exercise of their best business judgment under the circumstances then
presented, deem in the best interest of the BCA. The proceeds of any
dissolution shall be distributed in the following order or priority:
a)To creditors of the BCA other than a Partners;
b)To BCA Partners for Harrison Digicom, Inc. accounts other than for capital
and profits;
c)To BCA Partners for Harrison Digicom, Inc. accounts owing in respect of
capital; and
d)To BCA Partners for Harrison Digicom, Inc. accounts due in respect of
profits, on an equal basis.
e)Any gains from disposition and any stub-period operating income or loss shall
be first charged to the BCA Partners' capital accounts in order to reflect
correct final balances prior to liquidating distributions. In the event
distribution of property is made instead of cash, it shall be treated as a sale
at the fair market value of such property for purposes of adjusting capital
account balances of the BCA Partners, and any gain or loss realized by such
sale shall be allocated in accordance with Section 7.2 hereof for accounting
purposes. If a disposition of BCA property has been made on terms that produce
a note or contract receivable to the BCA, the dollar value attributable to each
interest in such note or contract receivable distributed pursuant to this
Section shall be, as to any distributed thereof, his pro rata portion of the
face amount thereof, and the liquidating trustee shall be obliged to make
liquidating distributions in a fashion such that the BCA Partners each are
distributed a ratable share of cash items and a ratable share of receivable
according to their respective total rights of liquidating distributions.
Notwithstanding anything to the contrary set forth hereinabove, if, after the
payment of current BCA liabilities and obligations to the extent of the funds
and/or properties available for that purpose, if either: (i) any portion of a
BCA borrowing remains unpaid; or (ii) the liquidating trustee determines that
additional funds will be required to meet BCA costs and expenses theretofore
incurred or for which the BCA may become responsible; then (iii) the
liquidating trustee shall be obligated to retain such required amounts, if
available (or as and when they become available); before (iv) any BCA cash or
property is distributed to any BCA.
f)Voluntary Withdrawal Prohibited. No Partners shall have the right to
withdraw from the BCA at any time; except in accordance with the provisions of
this agreement.
g)No Right to Court Liquidation or Partition. Each Partners agrees not to
apply for a court liquidation or partition, except upon written consent of 100%
(one hundred percent) of BCA interests.
ARTICLE 9
DEATH OR INCAPACITY OF PARTNER
Death of a Partners. The death or legal incapacity of a Partner or Corporation
shall not dissolve or terminate this BCA.<PAGE>
Rights and Obligations of Successors in Interest. A person shall automatically
lose his status of BCA upon his death or legal incapacity. His right to share
in incomes and losses and distributions of assets shall devolve upon his
personal representative. The estate of successor in interest of the deceased
or incapacitated Partners shall be liable for all his obligations under this
Agreement. A personal representative or successor shall automatically become a
Partners. In case of default in respect to obligations of this Agreement, a
BCA Interest in the hands of a personal representative or successor shall be
subject to the provisions of Article 5 in the Harrison Digicom, Inc. manner as
any other BCA Interest.
Joint Tenancy. In cases where a BCA Interest is held in joint tenancy and a
joint tenant dies, such interest shall pass in its entirety to the surviving
joint tenant, together with all the rights and obligations appurtenant to such
interest. Before exercising, in his or her sole Harrison Digicom, Inc., any of
the rights of a Partners, the surviving joint tenant shall give notice of the
death to the Management Committee. Proof of death, in the form of a death
certificate, shall be included as part of such notice. Upon notice and proof of
death of a Partners-join tenant, the Management Committee shall cause the BCA
books to be amended so as to reflect the surviving joint tenant as owner of the
Interest and as Partners in his or her sole name.
ARTICLE 10
MISCELLANEOUS
Power of Attorney. The BCA Partners agree that they shall execute, if
necessary, a Special Power of Attorney for recording, pertaining to the
authority of the Management Committee as herein set forth.
Successor's Rights and Liabilities. This Agreement Shall be binding upon and
inure to the benefit of the heirs, successors, and assigns of the BCA Partners
hereto (subject to the provisions of Article 6, hereof), except that such
persons shall not become members of the BCA, unless accepted by the other Joint
BCA Partners as provided for herein above.
Notices. All notices under this Agreement shall be in writing and be deemed
delivered upon receipt. Unless delivered personally, all notices shall be
given by certified mail, postage prepaid, return receipt requested. Notices to
the Management Committee or to the BCA shall be delivered at, or mailed to the
principal place of business of the BCA as shown in this agreement. Notices to
other BCA Partners shall be delivered to such Partners, or mailed to the last
address furnished by him for such purposes to the Management Committee. BCA
Partners shall give notice of a change of address to the Management Committee
in the manner provided in this Article. In addition to the above, if any
Partners shall have secured or encumbered his BCA Interest in accordance with
the provisions hereof, and the lender shall have furnished the BCA with its
name and address, then, the lender shall be entitled to receive copies (at the
same time and in same manner) of all notices given or sent to such Partners,
including notices of Required Additional Contributions.
Amendments. This amendment, in the form of an "Addendum", if in writing and
only by the consent of 100% (one hundred percent) of the Management Committee.
An Addendum shall be proposed by the Management Committee. Following such
proposal, the proposed Addendum shall be submitted to the full panel of
Management Committee for a vote. A record of the proposed addendum (approved
or denied) shall be placed in the Management Committee' Business Meeting
Binder.
Interpretation. When the context in which words are used in this Agreement
indicates that such is the intent, words in the singular number shall include
the plural and vice versa, and words in the masculine gender shall include the
feminine or neuter, and vice versa.
Section Headings. Section headings in no way define, limit, extend or
interpret the scope of this Agreement or any particular article.
<PAGE>
Separability. If any provision of this Agreement is or becomes invalid,
illegal, unenforceable in any jurisdiction, such provision shall be deemed
amended to conform to applicable laws so as to be valid and enforceable or, if
it cannot be so amended without and enforceable or, of it cannot be so amended
without materially altering the intention of the BCA Partners, it shall be
stricken and the remainder of this Agreement shall remain in full force and
effect.
Agreement in Counterparts. This Agreement may be executed in several
counterparts, and as executed shall constitute one Agreement, binding on all of
the BCA Partners hereto, notwithstanding that all the BCA Partners are not
signatory to the original or the same counterpart.
Investment Representations. Each of the BCA Partners represents and warrants
as follows:
In connection with the acquisition of his Interest in this BCA, it is
represented that negotiation among the BCA Partners hereto have been at arms'
length; and that before making the decision to enter into this BCA, each of the
Joint BCA Partners has had access to all information available to any of the
BCA Partners hereto regarding this Venture business which is the subject of
this BCA; and that each of the BCA Partners has had an opportunity to discuss
the same with each of the other Joint BCA Partners hereto;
That there has been made available to each of the BCA Partners all information
regarding the aforementioned BCA business upon request; and, pursuant to such
request, each of the Joint BCA Partners has investigated the investment
potential of each Venture business and each of the BCA Partners has been
furnished with such financial and other information about the aforementioned
BCA business that he considered desirable to enable him to decide upon his
investment hereunder;
Security Interest. Each Partners hereby grants to the BCA and the other BCA
Partners a lien upon and a continuing security interest in his interest in the
BCA to secure each and every obligation of such BCA arising hereunder, and the
BCA and the other BCA Partners shall have available to them all rights of a
secured party under International Commercial Code and the corresponding
applicable law of any other country, state or territory having jurisdiction.
Each Partners hereby also grants to the BCA and the other BCA Partners an
irrevocable power of attorney (which, it is agreed, is coupled with an
interest in the granting Partners's Interest in the BCA) to execute and deliver
on behalf of the granting Partners such security agreements, financing
statements, and other instruments covering the granting Partners's Interest in
the BCA as may be necessary or convenient to evidence the lien and security
interest provided by this section.
Tax Liability. Any tax liability incurred by this agreement shall be placed in
an escrow account and paid in accordance with the laws controlling this
agreement. The BCA Partners herein agree to file separately and corporately
any and all necessary tax documents in connection with moneys received as a
result of the implementation of this agreement.
Waiver. No waiver of any right under this Agreement shall be deemed effective
unless contained in a writing signed by the BCA Partners charged with such
waiver, and no waiver of any right arising from any breach or failure to
perform shall be deemed to be a waiver of any future right or of any other
right arising under this Agreement.
Entire Agreement. This instrument contains the entire agreement of the BCA
Partners with respect to the subject matter hereof, and the terms, conditions,
and covenants thereof may not be further modified except as outlined in this
agreement.
Law. This agreement, and all transactions contemplated hereby, shall be
governed by, construed and enforced in accordance with the laws of Nevada. The
BCA Partners herein waive trial by jury and agree to submit to the personal
<PAGE>
jurisdiction and venue of a court of subject matter jurisdiction as agreed by
both BCA Partners. In the event that litigation results from or arises out of
this Agreement or the performance thereof, reasonable attorney's fees, court
costs, and any other relief to which the prevailing party may be entitled. In
such event, no action shall be entertained by said court or any court of
competent jurisdiction if filed more that one year subsequent to the date the
causes(s) of action actually accrued regardless of whether damages were
otherwise as of said time calculable.
Non-Disclosure. The BCA Partners herein mutually agree not to divulge
disclose, communicate to any person, firm or corporation, at any time, either
directly or indirectly in any form or manner whatsoever, any confidential,
material, or operational information concerning the business of the other.
IN WITNESS WHEREOF, we have hereunto affixed our signatures as of the date and
year as appearing after our signatures.
Harrison Digicom, Inc.
Party of the First Part:
/S/JOHN W. BUSH
John W. Bush, President/CEO
Date: 2-12-99
Venro Petroleum Corporation
Party of the Second Part:
/S/RAFAEL ROJAS
Rafael Rojas, President Venro Petroleum Corporation,
Date: 2-18-99
EXHIBIT 10.15 RELEASE AGREEMENT BETWEEN HARRISON DIGICOM AND TRANSPAC
TRANSPAC RELEASE AGREEMENT
THIS RELEASE AGREEMENT, made as of June 21, 1999 between TRANSPAC
HOLDINGS, INC., ("Releasor") and HARRISON DIGICOM, INC. ("Releasee").
IT IS AGREED AS FOLLOWS:
1. Releasor, in consideration of the transfer of 500,000 shares of
restricted (Rule 144 stock of Releasee) delivery of which is acknowledged to be
in process, does hereby and for its agents, representatives, shareholders,
officers, directors, successors and assigns release, acquit and forever
discharge Releasee, and its agents, representatives, shareholders, officers,
directors, successors and assigns from any and all claims, actions, causes of
action, demands, rights, damages, or costs, which Releasor now has or which may
hereafter accrue on account of or in any way growing out of any transactions or
relationships between Releasor and Releasee. This agreement is intended by the
Releasor to give a full and complete release of any and all claims whatsoever
that Releasor has or may have jointly or severally. Releasee in turn
discharges Releasor from any claims it may have against Releasor.
2. Releasor by executing this Release does so in full settlement of any
and all claims whatsoever against Releasee and intends and does hereby release
Releasee of and from any and all liabilities of any and every nature whatsoever
in tort, contract, at law, in equity or otherwise (specifically including but
not limited to all costs, expenses and attorneys' fees to which Releasor may
have been put for claims accruing prior to the date hereof) as well as for all
consequences, effects and results of such claims whether the same are now known
or unknown to each of said parties, expected or unexpected or have already
appeared or developed or may in the future appear or develop and Releasor does
hereby expressly waive all rights under Section 1542 of the California Civil
Code which states as follow:
1542. Certain claims not affect by general release. A general release does
not extend to claims which the creditor does not know or suspect to exist in
his favor at the time of executing the release, which if known by him must have
materially affected his settlement with the debtor."
The parties hereto acknowledge that they may hereafter discover facts
different from or in addition to those they now know or believe to be true with
respect to the claims, debts, liabilities, demands, obligations, costs,
expenses, actions and causes of action herein released, and agree that this
instrument shall be and remain effective in all respects notwithstanding such
different or additional facts.
3. Releasor acknowledges that no representations of any kind or character
have been made to it by Releasee, or by the agent, representatives or attorneys
of Releasee, in order to induce the execution of this Release Agreement and
that they have been represented by counsel in this matter.
4. Releasor agrees to indemnify and hold Releasee harmless against any
claims that may by made by shareholders or owners of Releasor against Releasee,
including but not limited to, Robert Perlow, Jeff Eddelstein, Ronald Kikalo,
Kevin Kikalo, Robert Abrams, Irwin Jacobs, Jeffrey Pickett.
5. Each party acknowledges that it has had the opportunity to be
represented by counsel of its own choice.
6. This instrument shall be binding upon the Releasor, its officers,
directors, shareholders, successors, heirs, representatives and assigns and
shall inure to the benefit of Releasee and its officers, directors,
shareholders, successors, heirs, representatives and assigns.<PAGE>
7. It is acknowledged and agreed that this settlement is the compromise of
any claims Releasee or its shareholders may have against Releasor and that the
consideration made is not to be construed as an admission of liability on the
part of Releasee.
8. This settlement is made and shall be construed by the laws of the State
of California.
9. This settlement may be signed in counterparts and a facsimile
signature shall be the same as an original signature.
IN WITNESS WHEREOF, this Release is executed on the date and year first
above written.
RELEASOR: Transpac Holdings, Inc.
10671 Wilkins Ave., Suite 5
Los Angeles, CA 90024
/S/RICK KAYE
By: Rick Kaye, President
RELEASEE: Harrison Digicom, Inc.
5836 South Pecos Road
Las Vegas, NV 89120
/S/JOHN BUSH
By: John Bush, President
EXHIBIT 10.16 ENGAGEMENT AND CONSULTING AGREEMENT BETWEEN HARRISON DIGICOM AND
GCR/HIGHLAND LLC
ENGAGEMENT & CONSULTING AGREEMENT
AGREEMENT, made, dated and effective this ninth day of July, 1999, by and
between Harrison Digicom, Inc., a Nevada corporation, with offices at 401
Hariton Court, Norfolk, VA 23505, a "Principal" (hereinafter, "HD"), and
GCR/Highland LLC, a New York corporation, with offices at 120 North Main
Street, Second Floor, Port Chester, NY 10573-4211 (hereinafter, "GCR");
jointly, the "Parties"; their assigns and successors in interest.
WITNESSETH:
THAT, WHEREAS HD desires to engage GCR as a consultant to coordinate and
interface between it and Olympic Capital, LLC, a Delaware limited liability
company, with offices at 2616 NW 81st Place, Portland, OR 97229, a "Principal"
(hereinafter, "OC") relating to medical accounts receivable (hereinafter,
"MARS"), with respect to a written contract between HD and OC and to be
executed by both Principals, (hereinafter, the "Principals' Agreement"), and
GCR desires to be so engaged; and
WHEREAS HD desires to confirm GCR as such consultant, entitled to the fees
(hereinafter, the "Fees) and other consideration, hereinafter set forth for the
services it has performed and continues to perform to bring about the execution
of the Principals' Agreement;
NOW, THEREFORE, for and in consideration of the premises, the mutual promises
herein contained and the benefits or detriments to the Parties or any of them,
as herein set forth; the Parties do hereby contract, covenant and agree as
follows:
1)The recitals set forth above are deemed a part of this agreement
(hereinafter, the "Agreement").
2)The Principals' Agreement to be executed between HD and OC is therein
denominated the "Present Agreement", and when executed, shall be incorporated
herein by reference without the necessity of a further agreement or
modification of this Agreement.
3)GCR shall receive the Fees, hereinafter described from the fees and other
consideration paid to or on behalf of any and all clients and customers,
howsoever denominated, which use, directly or indirectly, the services and/or
products provided by or through OC.
4)GCR has and shall continue to identify, coordinate and organize the terms of
the Principals' Agreement, for the benefit of the Principals. GCR shall
consult with the Principals as it deems necessary. GCR may, but is not
obligated to, present, supply or meet with clients, customers, lenders or
payors to the principals.
5)All receipts from OC clients, payors, lenders and others, due to HD on
account of the business done by OC and HD; shall be paid by contract between OC
and the clients and/or customers and shall be paid by the clients, customers,
payors, lenders or others to a bank Trustee to be designated by OC, prior to
the payment of any fees to HD and GCR. The Trustee shall pay over to GCR the
Fees required by this Agreement at the same time as payment is made by the
Trustee to HD. The fees of the Trustee bank, if any, will be paid by OC.
6)GCR shall be paid ten (10.0%) percent of the fee paid to HD by OC pursuant to
the Principals' Agreement or any other agreement between OC, HD or their
assigns or successors in interest. Such fee is not subject to any deductions
and shall be paid at the same time as payment is made to HD.
7)The Parties agree that GCR has fully performed its obligations pursuant to
this Agreement. GCR may identify and/or arrange for the execution of a
contract or contracts between HD and other entities (hereinafter, the
"Factors") for the sale of HD's accounts receivable at discounted rates
(hereinafter, the "Factoring Agreements").
8)GCR shall be paid four (4.0%) percent of the total dollars received by HD
upon payment pursuant to any and all Factoring Agreements, payment to GCR to be
made at the same time the Factors make payment to HD.<PAGE>
9)Payments to OC by clients, payors, lenders or others shall be made only to
the Trustee bank which shall then at the same time as payment is made to HD of
its fees, wire transfer GCR's Fees earned pursuant to paragraphs "5"and "6" to
GCR by wire transfer to The Chase Manhattan Bank, New York, New York, ABA
number 021000021, account number , or pursuant to wire
instructions as GCR may thereafter direct. Payment for any fees and other
consideration earned by GCR pursuant to paragraphs "7" and "8" of this
Agreement shall be made to GCR by wire transfer to The Chase Manhattan Bank,
New York, New York, ABA number 021000021, account number .
This paragraph acts as a complete authorization from HD or its assigns or
successors in interest, and any Trustee or successor Trustee, to deduct the
amount due to GCR pursuant to this Agreement and to wire transfer GCR's fee,
without the necessity of any further authorization or documentation from any
Party.
10)Each Party shall defend indemnify and hold harmless the other Party and its
affiliates, principals, partners, officers, directors, representatives,
employees and agents (each individually as an "indemnitee" and collectively as
the "indemnities") from any and all loss, liability, claim, damage, cost and
expense, including reasonable attorney's fees, suffered or incurred by any
indemnitee arising from any claim by a third party (i.e., other than one of the
parties hereto) relating to the indemnitee's performance of this Agreement,
arising as a result of this Agreement and/or services provided to or for that
Party except to the extent such loss, liability, damage cost or expense is the
direct result of the indemnitee's negligence or deliberate and willful
misconduct. The provisions of this paragraph shall survive the termination or
expiration of this Agreement.
11)Each of the Parties agrees for itself and any assignee or successor in
interest that it will not directly or indirectly make any contact with, deal
with or otherwise be involved in any transactions with, and will keep
confidential any and all public or private lending, banking and insurance
institutions, trusts, funds, estates, investors, corporations, companies, firms
or individuals, lenders or borrowers, buyers or sellers and any other entities
introduced by the other Party for a period of five (5) years from the date of
this Agreement, or five (5) years from the date of the final payment of any
fees due any Party hereby, whichever is later, and such entities and the
information pertaining to them is deemed to be the valuable property of the
introducing Party. It shall be deemed presumptive that such introduction was
made by GCR in any business transaction where the entity or its affiliated
companies, employees or principals which was introduced by GCR enters into any
contract or agreement or business, agency, brokerage, representative or any
other oral or written relationship with HD or OC directly or indirectly and GCR
shall receive a fee equivalent to that set by this Agreement in any such other
transaction. This Agreement acts as a full and complete authority to such other
entities as described in this paragraph to pay or transfer over to GCR this
agreed upon fee and other benefits without the necessity that HD or OC execute
any other documents or authorizations. Each Party acts in a fiduciary capacity
with respect to the other party described in this Agreement, and the introduced
Party shall, at all times, make full disclosure to the other party of business
dealings between it and any introduced entity. The provisions of this paragraph
shall be made a part of any later agreement(s) between the Parties and shall
survive the termination or expiration of this Agreement.
12)The Parties agree that GCR shall receive from HD and OC all documents
relating to the fees of OC, HD or GCR and at the same time as such documents
are provided to or by HD or OC.
13)Any controversy or claim arising out of or relating to this Agreement, or
any breach thereof, including any applications for counsel fees or for
injunctive relief, or any controversy or claim against the individual
signatories or officers or directors of the Parties, shall be submitted for and
settled by arbitration before the American Arbitration Association, New York,
New York (hereinafter, the "AAA"), under the Commercial Arbitration Rules of
the AAA, and judgment upon the award rendered in arbitration may be entered in
any court having jurisdiction thereof, and no jurisdiction shall exist in any
other court, tribunal, forum or agency except to confirm any award as a
judgment.
<PAGE>
14)The term of this Agreement (hereinafter, the "Term") is from the date of the
execution of this Agreement through and inclusive of the Term of the
Principals' Agreement and any extension or renewal of the term of the
Principals' Agreement, howsoever denominated, or any further agreement between
the Principals.
15)Each of the Parties represents to the other that it is a corporation, a
limited liability company or other legal entity in good standing, has the power
to enter into this Agreement by the signatory and is not in conflict with any
other agreement or decree of any court, tribunal or arbitrator. This Agreement
supersedes any prior written or oral agreement or proposed agreement, between
the Parties as to its subject matter, and may be modified only in writing
signed by the parties.
16)This Agreement shall be deemed valid and binding when each page has been
signed or initialed by the Parties and faxed copies of this Agreement have been
received by both Parties. One original of this Agreement, signed by HD, and one
original of this Agreement, signed by GCR, shall be forwarded to each Party by
the other Party by overnight delivery.
17)Both of the signatories to this Agreement are independent entities and
neither is an employee, agent or servant of the other. Each shall pay its own
taxes and pay its own staff.
18)If any provision of this Agreement is found, by competent authority, to be
illegal or unenforceable, such provision shall be severed from this Agreement
and this Agreement shall continue in full force and effect.
19)Any breach of this Agreement may be cured within thirty (30) days of the
date of the breach, without liability on the part of the Party that has
breached this Agreement.
20)This Agreement is the entire agreement between the Parties respecting its
subject matter. Any change, amendment or emendation, to be effective, shall
be in writing and executed by each of the Parties hereto.
IN WITNESS WHEREOF, the Parties have executed this Agreement, the date first
above set forth.
GCR/HIGHLAND LLC HARRISON DIGICOM, INC.
/S/ LOUIS D. GARCIA /s/John W. Bush
Louis D. Garcia John W. Bush
Senior Managing Director President & CEO
EXHIBIT 10.17 AGREEMENT BETWEEN HARRISON DIGICOM AND OLYMPIC CAPITAL, LLC
AGREEMENT, made, dated and effective this 27th day of July, 1999, by and
between Harrison Digicom, Inc., a Nevada corporation, with offices at 401
Hariton Court, Norfolk, VA 23505 (hereinafter, "HD") and Olympic Capital, LLC,
a Delaware limited liability company, with offices at 2616 NW 81st Place,
Portland, OR 97229 (hereinafter, "OC"); jointly, the "Parties"; their assigns
and successors in interest.
WITNESSETH:
THAT, WHEREAS OC is a firm which contracts with healthcare providers
(hereinafter, "Clients") to provide financial consulting products or services,
including financing through the purchase of the "edited face value", as
hereinafter described, of Clients' medical accounts receivable (hereinafter,
"MARS"), for which it receives a fee; or lending against the edited face value
of Clients MARS as collateral for loans for which it is paid a fee or a
percentage of the loan amount (hereinafter together, "Fee from Clients") by or
on behalf of Clients by institutional, insurance or governmental entities
(hereinafter, the "Payors"); and
WHEREAS, OC requires digital data capture devices and interfacing software
which is able to receive input from health care professionals, practitioners
and others in the form of diagnoses, treatments, instructions and test results
to be transmitted in a wireless manner to and from a central processor as
described in the body of this agreement, (hereinafter, the "Present
Agreement"); and
WHEREAS, HD desires, upon the terms and conditions as herein set forth to
supply and coordinate the installation and operation of a wireless
communication solution that will collect, process and transmit information, as
required by OC;
NOW, THEREFORE, for and in consideration of the premises, the mutual
promises herein contained and the benefits or detriments to the Parties or
either of them, as hereinafter set forth; the Parties do hereby contract,
covenant and agree as follows:
1) The recitals set forth above are deemed a part of this Present Agreement.
2) HD and OC agree that with respect to all Clients of OC, now or hereafter
obtained, HD will (among such other goods and services as OC may later supply
to its Clients), for the benefit of OC:
a) coordinate the installation and operation of a fully integrated wireless
data network (hereinafter, the "hardware") at each Client's location(s) which
will collect, organize and download essential data into a centralized
depository and to then transmit the data, as directed by OC;
b) supply technical expertise, software and necessary computer and other
hardware relating to the management of each Client's MARS and such other
accounts receivable of the Clients which are serviced by OC;
c) maintain all hardware and replace and/or upgrade the same continually to
maintain a state-of-the-art level, with each Client being contractually bound
to be financially responsible for replacement of lost, stolen or damaged
hardware;
provide all necessary Client hardware to OC's Clients in order that OC is able
to fulfill its contracts with its Clients. Ownership will remain in HD with
possession in OC's Clients for a period of time which will correspond in
length to the term of each Client's written agreement with OC and shall not
extend past the term of each Client's agreement with OC, on each item of
hardware, with possession thereof returned to HD by OC's Clients at the end of
the Clients' term of agreement with OC. OC shall not be responsible for the
return of any hardware to HD, nor shall OC bear any risk of loss for such
hardware. HD will deliver all hardware to OC's Clients and, upon such delivery,
will supply a copy of each drop ship invoice to OC; and
<PAGE>
3) develop and maintain hardware and software which, together with OC's
software will accept diagnoses, treatments, instructions, test results and any
other information required to be entered by healthcare professionals and
practitioners.
4) To enable HD to perform its obligations under this Present Agreement, OC
agrees that with respect to all Clients of OC, now or hereafter obtained, OC
will (among such other goods and services as HD and OC may later supply):
a) supply to HD all required current and later (when received) coding and
pricing for treatment elements by region and by insurance payor, other
institutional payor, and governmental payor, however designated or denominated
(hereinafter the "Payors");
b) supply to HD all current and later (when received) treatment pathways for
each patient of each Client (hereinafter, the "Patients") specific diagnoses,
protocols and Payors; and
c) supply to HD all required information respecting necessary pre-approvals
for treatments, by institutional primary, secondary, tertiary and other Payors
or representatives of Payors;
5) All data of each Patient, Client and Payor is deemed the property of OC and
is subject to the legal requirements of privacy of patients' records. HD shall
not breach such confidentiality absent applicable court or administrative
agency order or the equivalent. HD shall have the right, at reasonable times
and places and by reasonable methods, no less than once every six months, to
audit the data for accuracy and completeness.
6) OC will, by itself or through its agents, contract with Clients, which
agree to accept HD's hardware, regardless of by whom or how introduced to it.
Such contracts, which shall be by separate agreement between those parties,
will define OC's obligations and the financing method including the Fees
thereunder payable to OC by the Clients.
7) HD and OC will work together on an exclusive basis respecting the subject
matter and aims of their relationship and each will market the other and the
other's goods and services, on a best efforts basis; and each will freely
consult with the other for their mutual business advantage.
8) HD will be paid a fee on the edited face value of each Client's MARS,
purchased or financed by OC; defined as the net dollar amount, paid by
institutional, insurance and governmental Payors after all deductions and co-
payments by Parties that any Payor requires. The fee paid to HD shall be one-
half of one (0.50%) percent of the edited face value of the MARS and other
financings.
9) The term of this Present Agreement (hereinafter, the "Term") shall be from
the date of its execution for a period of three (3) years and shall
automatically renew and continue for additional three (3) year periods unless
either Party gives written notice to the other Party at least sixty (60) days
prior to the end of the Term, of an intent not to renew this Present Agreement.
In such event, all pending Client contracts will be completed by the Parties.
All receipts from Clients, Payors, Lenders and others, due to OC on account of
this Present Agreement and the business done by OC and HD; shall be paid by
contract between OC and OC's Clients and shall be paid by the Clients, Payors,
Lenders or others to a bank Trustee in the United States of America, to be
designated by OC, prior to the payment of any fees to OC and HD. On the first
Monday after receipt of any such funds by the Trustee bank (or on the next
business day if that Monday is a bank holiday in the state wherein the Trustee
bank has its primary office), the Trustee bank shall pay over to HD the fees
required by this Present Agreement. The fees of the Trustee bank, if any, will
be paid by OC.
11) Payments to OC by Clients, Payors, Lenders or others shall be made only to
the Trustee bank. HD shall have the right to review all books and records of
any kind annually to confirm the accuracy of payments.
12) Each Party shall defend indemnify and hold harmless the other Party and
its affiliates, principals, officers, directors, representatives, employees and
agents (each individually as an "indemnitee" and collectively as the
"indemnities") from any and all loss, liability, claim, damage, cost and
expense, including reasonable attorney's fees, suffered or incurred by any
indemnitee arising from any claim by a third party (i.e., other than one of the
Parties hereto) relating to the indemnitee's performance of this Present
Agreement, arising as a result of this Present Agreement and/or services
<PAGE>
provided to or for that Party except to the extent such loss, liability, damage
cost or expense is the direct result of the indemnitee's negligence or
deliberate and willful misconduct. The provisions of this paragraph shall
survive the termination or expiration of this Present Agreement.
13) Each of the Parties agrees for itself and any assignee or successor in
interest that it will not directly or indirectly make any contact with, deal
with or otherwise be involved in any transactions with, and will keep
confidential any and all public or private lending, banking and insurance
institutions, trusts, funds, estates, investors, corporations, companies, firms
or individuals, lenders or borrowers, buyers or sellers and any other entities
introduced by either of the other Parties for a period of five (5) years from
the date of this Present Agreement, or five (5) years from the date of the
final payment of any fees due any Party hereby, whichever is later, and such
entities and the information pertaining to them is deemed to be the valuable
property of the introducing party. Each Party acts in a fiduciary capacity with
respect to the other Party described in this Present Agreement, and the
introduced Party shall, at all times, make full disclosure to the other party
of business dealings between it and any introduced entity. Each of the Parties
hereby represent that all documents which they have produced to advise the
public as to their structure, assets and liabilities, are true and correct and
may be relied upon by the other Party. The provisions of this paragraph shall
be made a part of any later agreement(s) between the Parties and shall survive
the termination or expiration of this Present Agreement.
14) Any controversy or claim arising out of or relating to this Present
Agreement, or any breach thereof, including any applications for counsel fees
or for injunctive relief, or any controversy or claim against the individual
signatories or officers, directors or partners of the Parties, shall be
submitted for and settled by arbitration before the American Arbitration
Association, New York, New York (hereinafter, the "AAA"), under the Commercial
Arbitration Rules of the AAA, and judgment upon the award rendered in
arbitration may be entered in any court having jurisdiction thereof, and no
jurisdiction shall exist in any other court, tribunal, forum or agency except
to confirm any award as a judgment.
15) Each of the Parties represents to the other that it is a corporation, a
limited liability company or other legal entity in good standing, has the power
to enter into this Present Agreement by the signatory and is not in conflict
with any other agreement or decree of any court, tribunal or arbitrator. This
Agreement supersedes any prior written or oral agreement between the Parties as
to its subject matter, and may be modified only in writing signed by the
Parties.
16) This Present Agreement shall be deemed valid and binding when each page
has been signed or initialed by the Parties and faxed or e-mailed signed copies
of this Present Agreement have been received by all Parties. One original of
this Present Agreement, signed by HD, shall be forwarded to OC by a national
overnight delivery service and one original of this Present Agreement, signed
by OC, shall be forwarded to HD by a national overnight delivery service. This
Present Agreement may be signed in counterparts.
17) Each of the signatories of the Parties to this Present Agreement is an
independent entity and neither is an employee, agent or servant of the other.
Each shall pay its own taxes, maintains its own facilities and pay its own
staff.
18) If competent authority finds any provision of this Present Agreement to be
illegal or unenforceable, such provision shall be severed from this Present
Agreement and this Present Agreement shall continue in full force and effect.
19) Any breach of this Present Agreement may be cured within thirty (30) days
of the date of the breach, without liability on the part of the Party which has
breached this Present Agreement.
20) This Present Agreement is the entire agreement between the Parties
respecting its subject matter. Any change or amendment of any kind, to be
effective, shall be in writing and executed by each of the Parties hereto.
<PAGE>
IN WITNESS WHEREOF, the Parties have executed this Present Agreement, the
date first above set forth.
OLYMPIC CAPITAL, LLC. HARRISON DIGICOM, INC.
/s/J. Thomas Morrow, PhD. /s/John W. Bush
J. THOMAS MORROW, PhD. JOHN W. BUSH
Chairman & CEO President & CEO
EXHIBIT 10.17 RELEASE AGREEMENT BETWEEN HARRISON DIGICOM AND SIERRA NEVADA
ADVISORS, INC.
SIERRA/FREELAND RELEASE AGREEMENT
THIS RELEASE AGREEMENT, made as of July 29, 1999 between SIERRA NEVADA
ADVISORS, INC, JOHN FREELAND, et al ("Releasor") and HARRISON DIGICOM, INC.
("Releasee").
IT IS AGREED AS FOLLOWS:
1. Releasor, in consideration of the transfer of 4,000,000 shares of
restricted (Rule 144 stock of Releasee) delivery of which is acknowledged to
be in process, does hereby and for its agents, representatives, shareholders,
officers, directors, successors and assigns release, acquit and forever
discharge Releasee, and its agents, representatives, shareholders, officers,
directors, successors and assigns from any and all claims, actions, causes of
action, demands, rights, damages, or costs, which Releasor now has or which may
hereafter accrue on account of or in any way growing out of any transactions or
relationships between Releasor and Releasee. This agreement is intended by the
Releasor to give a full and complete release of any and all claims whatsoever
that Releasor has or may have jointly or severally. Releasee in turn
discharges Releasor from any claims it may have against Releasor. The release
does not cover Mai Linh aka James Davis, or Sonny Luu.
2. Releasor by executing this Release does so in full settlement of any
and all claims whatsoever against Releasee and intends and does hereby release
Releasee of and from any and all liabilities of any and every nature whatsoever
in tort, contract, at law, in equity or otherwise (specifically including but
not limited to all costs, expenses and attorneys' fees to which Releasor may
have been put for claims accruing prior to the date hereof) as well as for all
consequences, effects and results of such claims whether the same are now known
or unknown to each of said parties, expected or unexpected or have already
appeared or developed or may in the future appear or develop and Releasor does
hereby expressly waive all rights under Section 1542 of the California Civil
Code which states as follow:
1542. Certain claims not affect by general release. A general release does
not extend to claims which the creditor does not know or suspect to exist in
his favor at the time of executing the release, which if known by him must have
materially affected his settlement with the debtor."
The parties hereto acknowledge that they may hereafter discover facts
different from or in addition to those they now know or believe to be true with
respect to the claims, debts, liabilities, demands, obligations, costs,
expenses, actions and causes of action herein released, and agree that this
instrument shall be and remain effective in all respects notwithstanding such
different or additional facts.
3. Releasor acknowledges that no representations of any kind or character
have been made to it by Releasee, or by the agent, representatives or attorneys
of Releasee, in order to induce the execution of this Release Agreement and
that they have been represented by counsel in this matter.
4. Releasor agrees to indemnify and hold Releasee harmless against any
claims that may by made by shareholders, owners, affiliates, transferee parties
or any other persons or entities associated with Releasor against Releasee,
including but not limited to, Malin Freeland, Atlantis, Aggressive Growth,
Limited, Winthrope, Inc., International Fund Management, 21st Century Partners
LP, The Timba Hedge Fund LP, Central Park Fine Arts, Inc, Nevada Land
Development, International Rarities' and Investments, Crazy Johns
International, Charles Bacos, AAM Direct Marketing Corp., Haldane Limited and
any of the shareholders are successor shareholders of T2 Logic Corporation.
Releasee will issue instructions to its transfer agent that Sierra Nevada
Advisors, Inc. has the right to break up its certificate and reissue to other
affiliates and parties. Counsel to Releasee will issue a legal opinion that
the restrictions on the transferred shares will end one year from date of
issuance.
5. Each party acknowledges that it has had the opportunity to be
represented by counsel of its own choice.
6. This instrument shall be binding upon the Releasor, its officers,
directors, shareholders, successors, heirs, representatives and assigns and
shall inure to the benefit of Releasee and its officers, directors,
shareholders, successors, heirs, representatives and assigns.
7. It is acknowledged and agreed that this settlement is the compromise
of any claims Releasee or its shareholders may have against Releasor and that
the consideration made is not to be construed as an admission of liability on
the part of Releasee.
8. This settlement is made and shall be construed by the laws of the
State of California.
9. This settlement may be signed in counterparts and a facsimile
signature shall be the same as an original signature.
IN WITNESS WHEREOF, this Release is executed on the date and year first
above written.
RELEASOR: SIERRA NEVADA ADVISORS, INC.
5505 East Carson Street
Suite 341
Lakewood, CA 90713
/S/ JOHN FREELAND
JOHN FREELAND
RELEASEE: Harrison Digicom, Inc.
5836 South Pecos Road
Las Vegas, NV 89120
/S/JOHN BUSH
John Bush, President
EXHIBIT 10.19 RELEASE AGREEMENT BETWEEN HARRISON DIGICOM AND RCCCOMMUNICATIONS
THIS RELEASE AGREEMENT, made as of October 15, 1999 between Richard Furnival,
individually, and on behalf of RCC Communications, Inc., et al , ("Releasor")
and HARRISON DIGICOM, INC. ("Releasee") IT IS AGREED AS FOLLOWS:
Releasor and Releasee mutually agree to cancel and rescind that certain
AGREEMENT OF THE PARTIES dated May 7, 1999 between said parties.
Releasor and Releasee by executing recession and release agreement does
so in full settlement of any and all claims whatsoever against Releasee and
intends and does hereby release Releasee of and from any and all liabilities of
any and every nature whatsoever in tort, contract, at law, in equity or
otherwise (specifically including but not limited to all costs, expenses and
attorneys' fees to which Releasor may have been put for claims accruing prior
to the date hereof) as well as for all consequences, effects and results of
such claims whether the same are now known or unknown to each of said parties,
expected or unexpected or have already appeared or developed or may in the
future appear or develop and Releasor does hereby expressly waive all rights
under Section 1542 of the California Civil Code which states as follow: "1542
Certain claims not affect by general release. A general release does not
extend to claims which the creditor does not know or suspect to exist in his
favor at the time of executing the release, which if known by him must have
materially affected his settlement with the debtor."
The parties hereto acknowledge that they may hereafter discover facts
different from or in addition to those they now know or believe to be true with
respect to the claims, debts, liabilities, demands, obligations, costs,
expenses, actions and causes of action herein released, and agree that this
instrument shall be and remain effective in all respects notwithstanding such
different or additional facts.
Releasor acknowledges that no representations of any kind or character
have been made to it by Releasee, or by the agent, representatives or attorneys
of Releasee, in order to induce the execution of this Release Agreement and
that they have been represented by counsel in this matter.
Each party acknowledges that it has had the opportunity to be represented
by counsel of its own choice.
This instrument shall be binding upon the Releasor, its officers,
directors, shareholders, successors, heirs, representatives and assigns and
shall inure to the benefit of Releasee and its officers, directors,
shareholders, successors, heirs, representatives and assigns.
This settlement is made and shall be construed by the laws of the State
of California.
This settlement may be signed in counterparts and a facsimile signature
shall be the same as an original signature.
IN WITNESS WHEREOF, this Release is executed on the date and year first
above written.
RELEASOR: RCC COMMUNICATIONS, INC.
/S/RICHARD FURNIVAL
RICHARD FURNIVAL, President
RELEASEE: Harrison Digicom, Inc.
/S/JOHN W. BUSH
JOHN W. BUSH, President/CEO
/S/DENTON GUTHRIE
DENTON GUTHRIE, Chief Financial Officer
EXHIBIT 10.20 AGREEMENT BETWEEN HARRISON DIGICOM AND INTERNATIONAL TELEVISION
FILM PRODUCTION, INC.
AGREEMENT OF THE PARTIES
HARRS AGREEMENT is made and entered into by and between Harrison Digicom, Inc.
(hereinafter "HARR"), a Nevada Corporation, with it's operation offices at 3505
Cadillac Avenue, Suite 0-204, Costa Mesa, California 92626 and International
Television Film Production, Inc. (hereinafter " ITFP"), a Nevada Corporation
with office at 23031 Calvert Street, Woodland Hills, CA 91367.
WHEREAS, the Parties intent to enter into an agreement and wish to engage
in the business of marketing an existing film inventory of nine (9) Docudramas
as per exhibit A attached, that is presently owned by ITFP and has clean clear
title of all liens and encumbrances. This agreement superseded any and other
previous agreement signed by either party. It is also anticipated that the
corporation may also produce additional films as needed; and
WHEREAS, the Parties intend that ITFP will be acquired by HARR in a direct
stock swap.
NOWTHEREFORE, in consideration of the mutual promises and covenants
exchange herein and other good valuable consideration the receipt and
sufficiency of which is hereby acknowledged, HARR and ITFP agree as follows:
1. The entire stock in ITFP is to be owned one hundred percent (100%) by HARR
in exchange for shares of common shares of HARR, the public company.
2. This transaction is intended to be a tax-free exchange.
3. Don Como shall be required to be retained as a consultant to ITFP and
Harrison Digicom for a period not less than six months and further agree to
work with ITFP and Harrison to find other potential acquisitions of
communications/entertainment products and services at a rate of $100 per day as
requested in writing and reimbursement of expenses, plus a 3% of value of
transaction as a finders fee payable in stock for any additional acquisitions.
4. ITFP is the owner of the assets listed as exhibit A attached hereto, and
have understood that ownership of these assets are being transferred to HARR in
this transaction. It is further understood that Don Como and National Sales
Corps, A Pure Trust will receive equally split shares of common class no
restricted in accordance the SEC, the public company for one hundred percent
(100%) of the stock of ITFP and clean, clear title to all rights, title,
pending contracts, previous contracts or any other type of income received from
the library as shown in exhibits A.
5. The Parties shall each make available to each other, and their respective
officers, directors, attorneys, representatives and accountants, such
documents, reports, and other information as may be reasonably requested to
consummate the several transactions contemplated herein. Any information
received by or on behalf of any investigating party shall be deemed
confidential information in accordance with the provision of the following
paragraph.
6. Each of the Parties hereto shall, and shall cause their respective
officers, directors, attorneys, representatives, employees, shareholders,
affiliates and agents, to keep confidential as proprietary and privileged
information, the negotiations of the Parties respecting the consummation of the
transaction contemplated hereby, and any other item which may be expressly
identified or noticed as confidential. Notwithstanding the confidential
information in order to proceed with the transaction contemplated hereby.
<PAGE>
7. The foregoing Agreement is the entire agreement of the Parties with respect
to the subject matter hereof, superseding any previous oral or written
communications, representations, understandings or agreements, this Agreement
may be modified only by a writing signed by all parties to this agreement.
8. The Parties represent and warrant that they have the requisite power and
authority to enter into the definitive agreements contemplated by this
Agreement and that engagement of this agreement will not violate any of the
respective Parties' by-laws, articles of incorporation, or the terms of any
contract, indenture or mortgage to which any of the Parties is subject to.
9. The Parties hereby state that they, having the benefit of legal counsel,
fully understand the terms and conditions of this Agreement.
10. Should any part, term or provision of this Agreement, except material
breach items be determined by any tribunal, court or arbitrator to be illegal
or invalid, the invalid, the validity of the remaining parts, terms or
provision shall not be affected thereby, and the illegal or invalid part, term
or provision shall be deemed not to be part of this agreement.
11. The parties agree that the failure of a Party at any time to require
performance of any provision of this Agreement shall not affect, diminish,
obviate or void in any way the Parties' full right or ability to require
performance of the same or any other provision of this Agreement at anytime
thereafter.
12. The parties agree that this Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one in the same instrument.
13. The issuance of stock shall be based upon the final book value approved by
the company's audit firm and/or governing body such as the SEC. Stock shall be
issued based on the book value of monthly average closing price during the same
month the assets of ITFP are accepted and booked.
14. The Agreement shall be governed by the laws of the State of Nevada and
shall effect as a sealed instrument.
WHEREAS, the Parties have read the above agreement and attest that they fully
understood and knowingly accept its provisions in their entirety without
reservation.
/S/DON COMO
DON COMO
International Television Film Production, Inc.
Dated: 12-10-99
/S/JOHN W. BUSH
JOHN W. BUSH
Director
Harrison Digicom, Inc.
Dated: 12-10-99
/S/DENTON GUTHRIE
DENTON GUTHRIE
Director
Harrison Digicom, Inc.
Dated: 12-30-99
Effective: 12-10-99
Enclosure A
EXHIBIT 10.21 CONTINGENT STOCK PURCHASE COMMITMENT OF PREMIUM MANAGEMENT
SERVICES, LTD.
Premium Management Services, Ltd. (Letterhead)
Windsor Place, Hamilton Hm 12 Bermuda
February 10, 2000
Mr. John W. Bush
President
Harrison Digicom, Inc
401 Hariton Court
Norfolk, VA 23505
Dear Mr. Bush,
PREMIUM MANAGEMENT SERVICES, LTD. hereby irrevocably issues this corporate
letter of intent to purchase $10,000,000 of HARRISON DIGICOM, INC. free trading
common stock. This corporate commitment is contingent upon the completion of
the pending audit, completing the name change to Infinite Networks Corporation
along with the acquisition of INFINITE NETWORKS CORPORATION, a Florida company.
Upon the completion of the proper filing with the SEC to issue free trading
stock under a private or public offering PREMIUM MANAGEMENT SERVICES, LTD. will
purchase 1,000,000 shares of common stock at a price of $10.00 per share.
If you have any questions, please feel free to contact our office.
Sincerely,
William J. Windsor, CEO
(Letterhead)
315 Stan Drive, Suite 6, Melbourne, Florida 32904
Tel: (321) 733-8933 Fax: (321) 733-3301
EXHIBIT 17.1 - RESIGNATION OF DIRECTORS
HARRISON DIGICOM CORPORATION
401 HARITON COURT
NORFOLK, VA 23505
(757) 440-0511
December 29, 1999
To All Interested Parties:
Effective today, December 29, 1999 the remaining Directors of Harrison
Digicom Corporation's accepted the voluntary resignations of William Windsor,
J. Thomas Morrow, PhD. and Fred Lane. Their resignation was under good terms.
Their resignation was necessary to avoid an eminent conflict of interest once
funding from PMS would begin. This Agreement is deemed beneficial to both
parties and it was determined that these individuals would resign from the
Board of Directors of Harrison Digicom Corporation.
These individuals have not yet been replaced. Upon completion of our SB-2
filing with the SEC and receipts of minimal funding, new directors will be
elected according to the Bylaws of Harrison Digicom Corporation.
Sincerely,
HARRISON DIGICOM
/S/JOHN W. BUSH
JOHN W. BUSH
CEO and Director
December 29, 1999
EXHIBIT 22.1 REORGANIZATION OF T2 LOGIC
CORPORATE RESOLUTIONS FROM
THE SPECIAL SHAREHOLDERS MEETING
OF T2 LOGIC CORPORATION
HELD ON
MARCH 20, 1998
At a Special Shareholders Meeting of T2 Logic Corporation, held on March
20, 1998 at 10:00 a.m. Pacific Standard Time, at 5505 E. Carson Street, Suite
341, Lakewood California, the following measures were voted on, and resolved:
IT WAS RESOLVED THAT, the Corporation increase the number of authorized shares
of common stock from Twenty-Five Million (25,000,000) to One Hundred Million
(100,000,000); and,
FURTHER RESOLVED THAT, the Corporation complete a Plan of Reorganization with
Harrison Industries, Inc., a Wyoming Corporation, in exchange for Fifty million
shares of authorize, but unissued common stock common voting stock, pursuant to
Internal Revenue Code 368(a)(1)(b) 1986, as amended; and,
FURTHER RESOLVED THAT, the Corporation's newly elected Directors to take office
on March 23, 1998 are:
Sonny H. Luu, Vice Chairman James A. Davis, Chairman
Russell F. Ornburn Thomas S. Sitosky
Howard B. Frantom Stephen O. Stephens
Mai Lynh
FURTHER RESOLVED THAT, the Corporation's newly elected Officers to take office
March 23, 1998 are:
James A. Davis, President
Sonny H. Luu, Exec. Vice-President
Howard B. Frantom, Vice-President/Chief Operations Officer
Thomas S. Sitosky, Vice-President/Chief Planning Officer
Dough Hoang, Vice-President/Chief Financial Officer
Mai Lynh, In-Country Director/Vietnam
FURTHER RESOLVED THAT, the Corporation's name will change from T2 Logic
Corporation to the new name of Harrison Digicom, Inc. Name change to take
effect on March 23, 1998; and,
FURTHER RESOLVED THAT, the Corporation's common stock trading symbol be changed
from "TTOO" to "HARR" or other relevant symbol.
There being no other business to come before the shareholders, the meeting
was adjourned. All shareholders measures ratified above will take effect on
March 23, 1998.
/s/TAI Q. TRAN
TAI Q. TRAN
President, Secretary and Director
March 20, 1998
EXHIBIT 23.1 CONSENT STRABALA, RAMIREZ & ASSOCIATES
STRABALA, RAMIREZ, & ASSOCIATES
CERTIFIED PUBLIC ACCOUNTANTS & CONSULTANTS
INDEPENDENT AUDITORS' REPORT
To: the Board of Directors
Harrison Digicom, Inc.
Norvolk, VA
We have audited the consolidated balance sheets of Harrison Digicom, Inc. (a
Nevada corporation) and subsidiaries as of December 31, 1999, and 1998, and
related consolidated statements of operations, shareholder's equity and cash
flows for the years then ended and for the period from inception March 27,
1996 through December 31, 1999. These financial statements are the
responsibility of Harrison Digiom, Inc.'s management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Harrison Digicom, Inc. as of
December 31, 1999 and 1998, and the results of its operations and cash flows
for the period indicated, in conformity with generally accepted accounting
principles.
The accompanying financial statements have been prepared assuming that Harrison
Digicom, Inc. will continue as a going concern. As shown in the financial
statements, Harrison Digicom, Inc. incurred a net loss of $4,775,363 for 1999
and incurred losses since inception. As of December 31, 1999, total
liabilities exceeded assets by $643,657. These factors and the others
discussed in Note 9, raise substantial doubt about Harrison Digicom, Inc's
ability to continue as a going concern. The financial statements do not
include any adjustments relating to the recoverability and classification of
recorded assets, or the amounts and classification of liabilities that might be
necessary in the event Harrison Digicom, Inc. cannot continue in existence.
STRABALA RAMIREZ, & ASSOCIATES, INC.
<U>STRABALA RAMIREZ, & ASSOCIATES, INC.</U>
STRABALA RAMIREZ, & ASSOCIATES, INC.
February 3, 2000
Irvive, California
ORANGE COUNTY CORPORATE OFFICE
19762 MacArthur Blvd. Suite 100, Irvine, CA 92612 (949) 852-1606
FAX (949) 934-2935
EXHIBIT 23.2 CONSENT OF KENNETH G. EADE
KENNETH G. EADE
Attorney at Law
827 State Street, Suite 26
Santa Barbara, CA 93101
805-560-9828
805-560-9828 fax
March 15, 2000
Infinite Networks Corporation
401 Hariton Court
Norfolk, VA 23505
Dear Sirs:
We have acted as counsel for Infinite Networks Corporation, a Nevada
corporation and Harrison Digicom, Inc., a Nevada corporation (the "Company"),
in connection with the filing of its Registration Statement on Form SB-2 under
the Securities Act, pursuant to which Infinite Networks Corporation offers a
minimum of 100,000 to a maximum of 1,000,000 of its common shares at the price
of $10.00 per share.
In connection with this matter, we have examined the originals or copies
certified or otherwise indemnified to our satisfaction of the following:
A) The articles of incorporation of Infinite and all amendments thereto;
B) By-laws of Infinite, as amended to date;
C) Certificate of good standing issued by the Secretary of State of the
State of Nevada;
D) Resolutions of the Board of Directors of Infinite Networks Corporation;
E) The current shareholder's list as issued by the transfer agent of
Infinite Networks Corporation;
F) Other books and records of Infinite Networks Corporation.;
G) The registration statement;
Based upon and in reliance upon the foregoing, and after examination of such
corporate and other records, certificates and other documents and such matters
of law as we have deemed applicable or relevant to this opinion, it is our
opinion that:
1. Infinite Networks Corporation has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the state of
Nevada and has full corporate power and authority to own its properties and
conduct its business as described in the registration statement.
2. The authorized capital stock of Infinite Networks Corporation consists
of 50,000,000 shares of common stock, $.001 par value, of which there are
outstanding 27,613,891 shares, and 4,500,000 of Preferred Stock, of which none
are outstanding. Proper corporate proceedings have been taken validly to
authorize such authorized capital stock; all of the outstanding shares have
been duly and validly issued and are fully paid and non-assessable; the
shareholders of Infinite Networks Corporation have no preemptive rights with
respect to the Common Stock of Infinite Networks Corporation;
3. The registration statement and the prospectus (except as to the
financial statements contained therein, as to which I express no opinion),
comply as to form in all material respects to the requirements of the Act and
with the rules and regulations of the SEC thereunder;
4. On the basis of information developed and made available to me, the
accuracy or completeness of which has not been independently verified by me, I
have no reason to believe that the statements contained therein, as to which I
express no opinion, contain any untrue statement of material fact required to
be stated therein or necessary in order to make the statements therein not
misleading. <PAGE>
5. The information is required to be set forth in the registration
statement is, to the best of my knowledge, accurately and adequately set forth
therein in all material respects or no response is required with respect to
said items.
6. The terms and provisions of the capital stock of Infinite Networks
Corporation conform to the description thereof contained in the registration
statement and prospectus, and these statements in the prospectus under the
description of common stock have been reviewed by me and insofar as such
statements constitute a summary of the law or documents referred to therein,
are correct in all material respects.
7. The descriptions in the registration statement and prospectus of
material contracts and other material documents are fair and accurate in all
material respects; and I do not know of any franchises, contracts, leases,
licenses, documents, statutes or legal proceedings, either pending or
threatened, which in my opinion are of a character required to be described and
filed as required;
8. The issuance and sale of the shares by Infinite Networks Corporation
will not conflict with, or result in a breach of, any material agreement or
instrument known to me which Infinite Networks Corporation is a party or by
which it is bound, or any applicable law or regulation, or, so far as is known
to me, any order, writ, injunction, or decree applicable to Company of any
jurisdiction, court or governmental instrumentality, or the articles of
incorporation or by-laws of Infinite Networks Corporation.
9. To the best of my knowledge, and belief after inquiry, there are no
holders of common stock or other securities of the Company having registration
rights with respect to such securities on account of the filing of the
registration statement who have not effectively waved such rights; and
10. No consent, approval, authorization or order of any court or
governmental agency or body is required for the consummation by Infinite
Networks Corporation of the transactions on its part contemplated by the
purchase agreement, except such as have been obtained under the Act and such as
may be required under state or other securities or blue sky laws in connection
with the purchase and distribution of the shares.
Although I have not verified the accuracy or completeness of the statements
contained in the registration statement or the prospectus, I have no reason to
believe that either the registration statement or the prospectus contains any
untrue statements of a material fact or omits to state any material factor
which is necessary to make the statement herein not misleading (except in the
case of the financial statement or other financial data as to which I do not
express an opinion.)
I hereby consent to the use of my name in the registration statement and
prospectus.
Very truly yours,
<U>KENNETH G. EADE</U>
KENNETH G. EADE
