SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D (Amendment No. 1)*
Under the Securities Exchange Act of 1934
Fairfax Group , Inc.
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(Name of Issuer)
Common Stock, $0.01 Par Value
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(Title of Class of Securities)
30389N 10 7
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(CUSIP Number)
David M. Bovi
319 Clematis Street, Suite 812
West Palm Beach, Florida 33401
(561) 655-0665
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 21, 2000
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this Schedule 13D,
and is filing this schedule because of Sections 240.13d-1(e), 240.13d-
1(f) or 240.13d.-1(g), check the following box [ ].
NOTE: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See
Section 240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
<PAGE> 1
CUSIP No. 30389N 10 7
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1) Names of Reporting Persons/S.S. or I.R.S. Identification Nos.
of Above Persons:
Fred Keller
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2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
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3) SEC Use Only
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4) Sources of Funds (See Instructions): N/A
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5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
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6) Citizenship or Place of Organization: U.S.
Number of (7) Sole Voting Power: 1,600,000
Shares Bene-
ficially (8) Shared Voting Power -0-
Owned by
Each Report- (9) Sole Dispositive Power: 1,600,000
ing Person
With (10) Shared Dispositive Power -0-
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11) Aggregate Amount Beneficially Owned by Each Reporting Person:
1,600,000
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
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13) Percent of Class Represented by Amount in Row (11):
26.01%**
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14) Type of Reporting Person (See Instructions): IN
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** Based upon 6,150,000 shares of Common Stock outstanding subsequent
to closing of the Transaction described in Item 5 hereof. Does not
take into account the contemplated post Transaction closing capital
infusion and issuance of 10,000,000 additional shares of Common
Stock as more fully described in the Fairfax Group, Inc. Information
Statement filed on December 11, 2000 pursuant to Section 14(f) of
the Securities Exchange Act of 1934 and Rule 14f-1 thereunder.
<PAGE> 2
This Amendment No. 1 hereby amends the cover page and Item 5 of the
Schedule 13D, filed May 3, 1999 by the Reporting Person with the
Securities and Exchange Commission with respect to the common stock,
$0.01 par value, of Fairfax Group , Inc. (the "Company").
Item 5. Interest in Securities of the Issuer
------------------------------------
As of December 21, 2000, the aggregate number and percentage of
class of securities identified pursuant to Item 1 beneficially owned by
each person named in Item 2 may be found in rows 11 and 13 of the cover
page.
The powers of the Reporting Person identified in the preceding
paragraph has relative to the shares discussed herein may be found in
rows 7 through 10 of the cover pages.
On December 11, 2000, the Reporting Person, Fred Keller ("Keller");
Fred Keller, Trustee ("Keller Trust"); and Charles Adams (the "Buyer"),
entered into a Stock Purchase Agreement (the "Agreement"). The Agreement
provides for Buyer to acquire 4,200,000 shares of the Company's
outstanding common stock held by Keller (the "Transaction") in exchange
for $2,000. Additionally, pursuant to a Substitution of Debtor
Agreement, of the same date, which was attached and made a part the
Agreement, the Buyer promised to assume and discharge all of the debts
of the Company owed to Keller Trust in the amount of $323,000 and repay
this amount to Keller Trust.
Keller also agreed to enter into an option agreement with unrelated
third parties whereby Keller granted an option to such third parties to
acquire an aggregate of up to 1,600,000 shares of the Company's
outstanding common stock held by Keller in exchange for an aggregate
amount of up to $30.00.
Item 7. Material to be Filed as Exhibits.
---------------------------------
A. Stock Purchase Agreement, and exhibits thereto;
B. Option Agreement No.1;
C. Option Agreement No.2;
D. Option Agreement No.3.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true,
complete and correct.
Dated: December 21, 2000
/s/ Fred Keller
----------------------
Fred Keller
<PAGE> 3
[EXHIBIT A]
STOCK PURCHASE AGREEMENT
------------------------
STOCK PURCHASE AGREEMENT
This Agreement, dated this 11th day of December, 2000, by and between
Fred Keller, 6758 North Military Trail, Suite 303, West Palm Beach,
Florida 33407 ("Keller"), majority shareholder of Fairfax Group, Inc.,
a Florida corporation ("Company"); Fred Keller, Trustee, 6758 North
Military Trail, Suite 303, West Palm Beach, Florida 33407 ("Keller
Trust"); Charles Adams, 219 Almeria, West Palm Beach, Florida 33405 (the
"Buyer"); is made for the purpose of setting forth the terms and
conditions upon which Keller will sell to the Buyer, a total of 4,200,000
shares of the Company's common stock, $0.01 par value.
In consideration of the mutual promises, covenants and
representations contained herein, the parties agree as follows:
ARTICLE 1
SALE OF SECURITIES AND ASSUMPTION AND DISCHARGE OF DEBT
Subject to the terms and conditions of this Agreement and the Escrow
Agreement, of even date hereof, attached hereto as Exhibit "A" and made
a part hereof, Keller agrees to sell and the Buyer agrees to purchase
4,200,000 shares of the Company's common stock in exchange for the
consideration described in Schedule "1", attached hereto and made a part
hereof. Additionally, pursuant to the certain Substitution of Debtor
Agreement, of even date hereof, attached hereto as Exhibit "B", and made
a part of this Agreement and the Escrow Agreement, Buyer promises to
assume and discharge all of the debts of the Company owed to Keller
Trust.
ARTICLE 2
REPRESENTATIONS AND WARRANTIES
As of the closing date as defined in Article 4 below, to Keller's
best knowledge and belief, Keller represents and warrants the following
to the Buyer:
1. Organization. Fairfax Group, Inc. is a corporation duly
organized, validly existing, in good standing under the laws of the State
of Florida, has all the necessary corporate powers to own real and
personal property, and to carry on a business.
2. Capital. The authorized capital stock of the Company consists
of 50,000,000 shares of common stock, $0.01par value, of which 6,150,000
shares are issued and outstanding. All outstanding shares are fully paid
and non assessable, free of liens, encumbrances, options, restrictions
and legal or equitable rights of others not a party to this Agreement.
There are no outstanding subscriptions, options, rights, warrants,
convertible securities or other agreements or commitments obligating the
Company to issue or to transfer from treasury any additional shares of
its common stock.
<PAGE> Exhibit A - Pg. 1
3. Title. Keller has good and marketable title to all of the
securities to be sold to the Buyer pursuant to this Agreement. The
securities to be sold to the Buyer will be, at closing, free and clear
of all liens, security interest, pledges, charges, claims, encumbrances
and restrictions of any kind, other than affiliate "control share"
restrictions and other applicable state and federal securities law
restrictions.
None of such shares are or will be subject to any voting trust or
agreement. No person holds or has the right to receive any proxy or
similar instrument with respect to such shares. Except as provided in
this Agreement, Keller is not party to any agreement which offers or
grants to any person the right to purchase or acquire any of the
securities to be sold to the Buyer. So long as the Company's board of
directors approves this Agreement pursuant to applicable Florida
statutes, there is no applicable local, state or federal law, rule,
regulation, or decree which would, as a result of the purchase of the
shares by the Buyer, impair, restrict or delay the Buyer's voting rights
with respect to the shares.
4. Financial statements. Audited financial statements have been
submitted to the Buyer. These statements were prepared according to
generally accepted accounting principals. They fairly represent the
financial position of the Company as of the respective dates and the
results of its operations for the periods indicated.
5. Securities and Exchange Commission Reports. Except where
failure to do so did not and would not have a material adverse effect on
the Company, the Company has filed all reports, registrations and
statements, together with any required amendments thereto, that it was
required to file with the U.S. Securities and Exchange Commission (the
"SEC"). Buyer has been furnished copies of all such reports filed with
the Securities and Exchange Commission (the "SEC") since February 23,
1999.
6. Contracts and Leases. Other than in connection with its
activities as a "blank check" company, the Company has not carried on any
business within the past five years from the date of this Agreement.
Other than as disclosed in the Company's reports, registrations and
statements, together with any required amendments thereto, that it was
required to file with the U.S. Securities and Exchange Commission, the
Company is not a party to any contract, agreement or lease. No person
holds a power of attorney from the Company.
7. Public Company Status. The Company is a reporting public
company by virtue of the fact that on February 23, 1999, the Company
elected to register the Company's common stock, $0.01 par value, pursuant
to an SEC Form 10-SB registration statement on a voluntary basis in order
to create a reporting "shell" company. The Company has a shareholder
base of approximately 500 shareholders and 6,150,000 shares of Common
Stock outstanding, 5,800,000 of which are "control" securities and
therefore deemed to be restricted as "control shares". The Company's
shares of common stock are not traded on any type of securities exchange,
and there is no market for the shares of common stock.
8. Litigation. The Company is not and has not been a party to
any suit, action, arbitration, legal, administrative or other proceeding,
or pending governmental investigation. There is no basis for any such
<PAGE> Exhibit A - Pg. 2
action or proceeding and no such action or proceeding is threatened
against the Company. The Company is not subject to or in default of any
order, writ, injunction, or decree of any federal, state, local, or
foreign court, department, agency or instrumentality.
9. Documents. As soon as practical after the execution of this
Agreement, Keller or his representatives will provide to the Buyer or its
representatives all of the following documents currently in the
possession of the Company:
A. Articles of Incorporation, with amendments, if any,
thereto.
B. Bylaws.
C. Minutes of shareholders meetings.
D. Minutes of Board of Directors meetings.
E. List of officers and directors.
F. Shareholder list.
G. Original audited financial statements
As of the closing date as defined in Article 4 below, Buyer
represents and warrants the following to Keller:
1. Shares not Registered. Buyer acknowledges that the shares
offered hereby have not been registered under the Act, nor pursuant to
the provisions of the securities act of any state. The shares offered
herein will be sold without benefit of registration under the federal and
state securities acts by reason of specific exemptions from registration
provided by such acts.
2. Restrictions on Transfer. Buyer acknowledges that there are
substantial restrictions on the transferability of Keller's shares of
common stock, as such securities are "restricted", and they constitute
"affiliate control shares". These securities may not be sold unless such
sale is exempt from registration under the Securities Act and applicable
state securities laws. Buyer shall be responsible for compliance with all
conditions on transfer imposed by any securities administrator of any
state and for any expenses incurred by the Company for legal or
accounting services in connection with reviewing such a proposed transfer
and/or issuing opinions in connection therewith.
3. Legends. The certificates representing Keller's shares of
common stock bear the following legend:
THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE
SOLD OR OTHERWISE TRANSFERRED UNLESS COMPLIANCE WITH THE REGISTRATION
PROVISIONS OF SAID ACT HAS BEEN MADE, OR UNLESS THE AVAILABILITY OF AN
EXEMPTION FROM THE REGISTRATION PROVISIONS HAS BEEN ESTABLISHED, OR
UNLESS SOLD PURSUANT TO RULE 144 UNDER THE ACT.
4. Access to Information. The Buyer acknowledges that it has been
furnished with all materials relating to the Company and its business
activities that have been requested. The Buyer has been afforded full
opportunity to ask questions of and receive answers from Keller and the
<PAGE> Exhibit A - Pg. 3
Company's management concerning the Company and the Buyer's purchase of
the shares, and all such questions have been answered to the full
satisfaction of the Buyer. The Buyer has been afforded the full
opportunity to obtain any additional information necessary to verify the
accuracy of any representations of information provided to the Buyer.
5. If the Buyer is other than an individual, the person signing
on behalf of the Buyer has full authority to sign on behalf of the Buyer
and bind the Buyer to the terms of this Agreement.
6. If the Buyer is an entity other than a natural person, it
represents that: (i) it is duly organized, validly existing and in good
standing under the laws of the state of organization and has all the
requisite power and authority to purchase the common stock as provided
herein; (ii) such purchase does not result in any violations of, or
conflict with, any term of the incorporation agreement or other documents
governing the entity; and (iii) this Agreement has been duly executed and
delivered on behalf of the Buyer and constitutes a legal, valid and
binding agreement of the Buyer.
ARTICLE 3
COVENANTS OF THE PARTIES
1. Conduct of Each of the Parties Prior to the Closing. Pending
consummation of this Agreement, each of the parties to this Agreement
agrees, without prior written consent of the other parties to this
Agreement, given in a letter which specifically refers to this Article
of the Agreement:
A. not to (i) perform any act or omit to take any act that
would make any of the representations made above,
inaccurate in any material respect or materially
misleading as of the closing date, or (ii) make any
payment or distribution except for the payment of
liabilities incurred in the ordinary course of business.
B. to conduct its business in the ordinary and regular
course, and keep its books of account, records and files
in substantially the same manner as at present.
2. Notice. Pending the closing of the transactions contemplated
in this Agreement or prior to termination of this Agreement, each party
agrees that it will promptly advise the others of the occurrence of any
condition or event which would make any of its representations contained
in this Agreement inaccurate, incorrect, or materially misleading.
3. Access. Prior to the Closing, each party shall afford to the
other parties to this Agreement (and their respective officers,
attorneys, accountants and other authorized representatives), upon
reasonable notice, free and full access during usual business hours to
its relevant offices, personnel, books and records and other data,
financial or otherwise, so that each such party may have full opportunity
to make such investigation as it shall desire of the assets and the
business and operations of the other parties, provided that such
investigation shall not unreasonably interfere with such parties
operations. The scope of the investigation will include, but not be
<PAGE> Exhibit A - Pg. 4
limited to, verification of the accounts, books and records of each
party. Duly authorized representatives shall also be entitled to discuss
with officers of each party, its counsel, employees and independent
public accountants, all of its books, records and other corporate
documents, contracts, pricing and service policies, commitments and
future prospects. Representatives of each party will furnish to the other
parties to this Agreement and such other persons, copies of all materials
relating to the business affairs, operations, assets and liabilities of
each party which may be reasonably requested from time to time and will
cause representatives and employees of each party to assist in such
investigation. All information obtained in connection with the
transactions contemplated by this Agreement or in the course of their
investigations, whether obtained before or after the date of this
Agreement shall be used only in connection with this Agreement and the
subsequent operation of the combined entity and the other parties to this
Agreement shall assure that all such information will be otherwise kept
strictly confidential by each of them and their respective
representatives.
4. Additional Documents. At the request of any party, each party
will execute and deliver any additional documents and perform in good
faith such acts as reasonably may be required in order to consummate the
transactions contemplated by this Agreement and to perfect the conveyance
and transfer of any property or rights to be conveyed or transferred or
perfect the assumption of any liabilities assumed under the terms of this
Agreement.
5. Filing of Returns; Additional Information. Each party will
file on a timely basis all tax returns, notices of sale and other
documentation required by law in connection with the transactions
provided for in this Agreement or otherwise required by law, regulation
or pursuant to the terms of any agreement to which it is a party. Each
party will supplement any previous filing made by it in accordance with
legitimate requests made by applicable agencies or parties to the extent
required by the relevant law, regulation or agreement.
6. Compliance with Conditions to Closing. Subsequent to the
execution and delivery of this Agreement and prior to the closing, each
of the parties to this Agreement will execute such documents and take
such other actions as reasonably may be appropriate to fulfill the
conditions to the closing provided for in Article 4 of this Agreement.
7. Further Assurances. Consistent with the terms and conditions
hereof, each party hereto will execute and deliver such instruments and
take such other action as the other parties hereto may reasonably require
in order to carry out this Agreement and the transactions contemplated
hereby and thereby.
ARTICLE 4
CLOSING
1. Time and Place; Effective Date. The closing of the
transactions provided for in this Agreement shall take place as soon as
practicable after (i) the date all notices have been sent by the Company
as required by applicable law in order to effectuate the change in
control contemplated by this Agreement and (ii) the date all notices have
been sent by the Buyer or its agents and representatives as required by
applicable law; all as described in Article 5 of this Agreement, but no
later than December 21, 2000, or such other date as the parties may agree
upon.
<PAGE> Exhibit A - Pg. 5
2. Delivery of Documents. As part of the closing, the following
documents in addition to those described in Article 2, Paragraph 9 above
shall be delivered:
By Keller:
A. Original certificates in the name of Keller.
B. Stock powers, properly signed, in good transferable form.
C. A resolution of the Board of Directors, dated the closing
date, appointing the nominees of the Buyer as directors of the
Company.
D. The resignation of all officers and directors, time dated
subsequent to the resolution described in item 3 above.
E. All of the remaining business and corporate records of the
Company not already provided.
F. Such other minutes of a special meeting of the Company's
directors as may reasonably be required by the Buyer.
G. A duly executed copy of the Substitution of Debtor Agreement.
By Keller Trust:
A. A duly executed copy of the Substitution of Debtor
Agreement.
By the Buyer:
A. On the date described in the Escrow Agreement, a
cashiers or certified check(s) or Federal Reserve wire
transfer instructions and receipt therefore from the
bank effecting the wire transfer in U.S. dollars drawn
on or wired from a United States Bank located within the
contiguous 48 states in the amount of $2,000.00. Said
check or wire transfer will be made payable to David M.
Bovi, P.A. Attorney Trust Account.
B. On the date described in the Escrow Agreement, a
cashiers or certified check(s) or Federal Reserve wire
transfer instructions and receipt therefore from the
bank effecting the wire transfer in U.S. dollars drawn
on or wired from a United States Bank located within the
contiguous 48 states in the amount of $323,000.00. Said
check or wire transfer will be made payable to David M.
Bovi, P.A. Attorney Trust Account.
C. A duly executed copy of the Substitution of Debtor
Agreement.
<PAGE> Exhibit A - Pg. 6
ARTICLE 5
FILINGS
Keller shall cause the Company to comply with its obligations
pursuant to Florida law and the Securities Exchange Act of 1934,
including compliance with Exchange Act Rule 14f-1 regarding a change in
the majority of the Company's directors whereby an Information Statement
is required to be delivered to the SEC and all shareholders not less than
10 days prior to the date of such change in control of the Company's
board of directors.
ARTICLE 6
NOTICES
Any notice, request, demand, or communication required or permitted
to be given by any provision of this Agreement shall be deemed to have
been delivered, given, and received for all purposes if written and (i)
if delivered personally, by facsimile, or by courier or delivery service,
at the time of such delivery; or (ii) if directed by registered or
certified United States mail, postage and charges prepaid, addressed to
the intended recipient, at the address specified below, two business days
after such delivery to the United States Postal Service.
If to Keller or Keller Trust: 6758 North Military Trail,
Suite 303
West Palm Beach, Florida 33407
With a copy to: David M. Bovi, Esq.
David M. Bovi, P.A.
319 Clematis Street, Suite 812
West Palm Beach, Florida 33401
If to Buyer: Charles Adams
222 Lakeview Avenue, Suite 409
West Palm Beach, Florida 33401
With a copy to: Donald F. Minmire, Esq.
265 Sunrise Avenue, Suite 204
Palm Beach, Florida 33480
Any party may change the address to which notices are to be mailed by
giving notice as provided herein to all other parties.
ARTICLE 7
MISCELLANEOUS
1. Entire Agreement. This Agreement, including the Exhibits and
Schedules, contain all of the terms and conditions agreed upon by the
parties with reference to the subject matter and supersede any and all
previous agreements, representations, and communications between the
parties, whether written or oral. This Agreement, including its Exhibits
and Schedules, may not be modified or changed except by written
instrument signed by all of the parties, or their respective successors
or assigns.
<PAGE> Exhibit A - Pg. 7
2. Assignment. This Agreement shall not be assigned or assignable
by any of the parties without the express written consent of the other
parties. This Agreement shall inure to the benefit of and be binding on
the parties and their respective successors and assigns.
3. Captions. All headings are inserted for the convenience of the
parties and shall not be used in any way to modify, limit, construe, or
otherwise affect this Agreement.
4. Counterparts. This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original and which
together shall constitute one and the same instrument.
5. Waiver. Each of the parties may, by written notice to the
other, (i) extend the time for the performance of any of the obligations
or other actions of the other party; (ii) waive any inaccuracies in the
representations or warranties of the other party contained in this
Agreement or in any document delivered pursuant to this Agreement; (iii)
waive compliance with any of the covenants of the other party contained
in this Agreement; or (iv) waive, in whole or in part, performance of any
of the obligations of the other party. No action taken pursuant to this
Agreement, including, but not limited to, the consummation of the closing
or any knowledge of or investigation by or on behalf of any party, shall
be deemed to constitute a waiver by the party taking such action,
possessing such knowledge, or performing such investigation of compliance
with the representations, warranties, covenants, and agreements contained
herein. The waiver by any party of a breach of any provision of this
Agreement shall not operate or be construed as a waiver of any subsequent
or similar breach.
6. Controlling Law. This Agreement has been entered into in the
state of Florida and shall be governed by, construed, and enforced in
accordance with the laws of Florida.
7. Gender. Whenever in this Agreement the context so requires,
references to the masculine shall be deemed to include the feminine and
the neuter, references to the neuter shall be deemed to include the
masculine and the feminine, and references to the plural shall be deemed
to include the singular and the singular to include the plural.
8. Further Assurances. Each of the parties shall use all
reasonable efforts to bring about the transactions contemplated by this
Agreement as soon as practicable, including the execution and delivery
of all instruments, assignments, and assurances, and shall take or cause
to be taken such reasonable further or other actions necessary or
desirable to carry out the intent and purposes of this Agreement.
<PAGE> Exhibit A - Pg. 8
9. Attorneys' Fees. In the event a lawsuit is brought to enforce
or interpret any part of this Agreement or the rights or obligations of
any party to this Agreement, the prevailing party shall be entitled to
recover such party's costs of suit and reasonable attorneys' fees,
through all appeals.
10. References to Agreement. The words "hereof," "herein,"
"hereunder," and other similar compounds of the word "here" shall mean
and refer to the entire Agreement and not to any particular section,
article, provision, annex, exhibit, schedule, or paragraph unless so
required by the context.
11. Schedules and Exhibits. Schedules and Exhibits to this
Agreement (and any references to any part or parts of them) shall, in
each instance, include the Schedules or Exhibits (as the case may be)
attached to this Agreement as well as any amendments to such Schedules
or Exhibits (in each such case). All such Schedules and Exhibits shall
be deemed an integral part of this Agreement, and are incorporated into
this Agreement by reference.
12. Venue. Any litigation arising under this Agreement shall be
instituted only in Palm Beach County, Florida, the place where this
Agreement was executed. All parties agree that venue shall be proper in
that county for all such legal or equitable proceedings.
13. Severability. Each section, subsection, and lesser section of
this Agreement constitutes a separate and distinct undertaking, covenant,
and/or provision. If any provision of this Agreement shall be determined
to be unlawful, such provision shall be deemed severed from this
Agreement, but every other provision of this Agreement shall remain in
full force and effect. The Parties hereto agree to provide an agreed
upon provision which shall have the same force and effect in the event
any provision herein is severed pursuant to the terms hereof.
14. Rights in Third Parties. Except as otherwise specifically
provided, nothing expressed or implied in this Agreement is intended, or
shall be construed, to confer on or give any person, firm, or
corporation, other than the parties and their respective shareholders,
any rights or remedies under or by reason of this Agreement.
15. Expenses. Each party shall pay its own expenses in connection
with the negotiation and consummation of the transactions contemplated
by this Agreement, except as otherwise provided herein.
16. No Oral Change. This Agreement and any provision hereof, may
not be waived, changed, modified, or discharged orally but only by an
agreement of the parties in writing.
17. Time of Essence. Time is of the essence of this Agreement and
of each and every provision hereof.
18. Binding Effect. This Agreement shall inure to and be binding
upon the heirs, executors, personal representatives, successors and
<PAGE> Exhibit A - Pg. 9
assigns of each of the parties to this Agreement.
19. Effect of Closing. All representations, warranties,
covenants, and agreements of the parties contained in this Agreement, or
in any instrument, certificate, opinion, or other writing provided for
in it, shall be true and correct as of the date of the closing and shall
survive the closing of this Agreement.
20. Mutual Cooperation. The parties hereto shall cooperate with
each other to achieve the purpose of this Agreement, and shall execute
such other and further documents and take such other and further actions
as may be necessary or convenient to effect the transaction described
herein.
21. Ambiguities. Ambiguous terms shall not be interpreted
against the drafting party.
ARTICLE 8
TERMINATION
This Agreement may be terminated at any time prior to the closing date
solely by the mutual written consent of all parties hereto.
[remainder of page intentionally left blank
- see signature page attached]
<PAGE> Exhibit A - Pg. 10
IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date first written above.
ATTEST:
By:________________________ _______________________________
Fred Keller
BUYER:
By:_______________________ ______________________________
Charles Adams
and, for limited purposes as
applicable herein:
By:______________________ _____________________________
Fred Keller, Trustee
<PAGE> Exhibit A - Pg. 11
Schedule 1
to
Stock Purchase Agreement
Dated December 11, 2000
Keller, as defined in the Agreement, agrees to transfer to each
Adams, as defined in the Agreement, share certificates representing an
aggregate of 4,200,000 shares of the Company's common stock, as defined
in the Agreement, in exchange for the consideration set forth next to his
name below:
Name No. of Shares Consideration
---- ------------- -------------
Charles Adams 4,200,000 $2,000
<PAGE> Exhibit A - Pg. 12
Escrow Agreement
Exhibit "A"
to
Stock Purchase Agreement
Dated December 11, 2000
ESCROW AGREEMENT
THIS ESCROW AGREEMENT, dated this 11th day of December, by and
between Fred Keller, 6758 North Military Trail, Suite 303, West Palm
Beach, Florida 33407 ("Keller"), majority shareholder of Fairfax Group,
Inc., a Florida corporation ("Company"); Fred Keller, Trustee, 6758 North
Military Trail, Suite 303, West Palm Beach, Florida 33407 ("Keller
Trust"); Charles Adams, 222 Lakeview Avenue, Suite 409, West Palm Beach,
Florida 33401 (the "Buyer"); and David M. Bovi, P.A., (the "Escrow
Agent").
WITNESSETH:
WHEREAS, subject to the terms and conditions of the Stock Purchase
Agreement and Substitution of Debtor Agreement, both of even date hereof,
Keller agrees to sell and the Buyer agrees to (i) purchase 4,200,000
shares of the Company's common stock ("Common Stock") in exchange for
consideration equal to $2,000 (the "Purchase Price") described in
Schedule "1" of the Stock Purchase Agreement; and (ii) assume and
discharge all of the debts of the Company equal to $323,000 (the "Debt
Amount") which is owed to Keller Trust.
WHEREAS, the Escrow Agent shall hold in escrow the stock
certificates representing the Common Stock, their properly executed stock
power, the Purchase Price and the Debt Amount pending closing of the
transactions contemplated by the Stock Purchase Agreement and the
Substitution of Debtor Agreement (both collectively referred to as the
"Agreements") .
NOW THEREFORE, in consideration of the premises and the mutual
covenants contained herein, and intending to be legally bound hereby, the
parties hereto agree as follows:
1. Recitals. The recitals above are hereby incorporated
by reference and made a part hereof.
2. Appointment as Escrow Agent. David M. Bovi, P.A. is
hereby appointed and it hereby agrees to serve as the Escrow
Agent on the terms and conditions hereinafter set forth.
3. Duties of Escrow Agent. The Escrow Agent shall perform the
following duties on the dates described below, as defined in
the Stock Purchase Agreement:
<PAGE> Exhibit A - Pg. 13
A. On the date of execution of this Escrow Agreement, the
Escrow Agent shall accept into its Attorney Trust
Account from the Buyer $100,000 towards the Purchase
Price and the Debt Amount, which will deemed to be non-
refundable in the event the Buyer refuses to close on
the Closing date in violation of the Stock Purchase
Agreement and Substitution of Debtor Agreement.
Additionally, prior to the close of business on the
seventh (7th) day following the date of execution of this
Escrow Agreement, the Escrow Agent shall accept into its
Attorney Trust Account from the Buyer the remaining
$225,000 towards the Purchase Price and the Debt Amount.
Upon the Escrow Agent's receipt of the aforementioned,
the Escrow Agent shall acknowledge in writing the
receipt thereof and shall hold such in accordance with
the terms of this Escrow Agreement.
B. On the Closing date, the Escrow Agent shall accept from
Keller the stock certificates representing the Common
Stock along with their properly executed stock power.
C. On the Closing date, upon Keller's and the Buyer's
written satisfaction of all conditions of Closing, or
upon the written waiver thereof, the Escrow Agent shall:
(a) deliver to Buyer and Buyer shall accept the
stock certificates representing the Common
Stock along with their properly executed
stock power; and
(b) upon receipt by the Escrow Agent of Keller's
and/or Keller Trust's written instruction,
deliver to Keller and/or Keller Trust, or
their assigns, the Purchase Price and Debt
Amount, less $12,500 which shall be delivered
to David M. Bovi, P.A. for fees.
D. Upon the performance of the duties described above, the
Escrow Agent shall, without further action by any party,
be released from all duties hereunder. The Escrow Agent
shall have no responsibility under this Agreement except
for the performance of its express duties hereunder.
4. Reliance by Escrow Agent. The Escrow Agent shall not be
responsible for the genuineness of any certificate or
signature, and may rely exclusively upon and shall not incur
any liability by acting in reliance upon any notice,
affidavit, request, consent, or other instrument believed by
the Escrow Agent, in good faith, to be genuine and otherwise
duly authorized and properly made.
<PAGE> Exhibit A - Pg. 14
5. Return of Escrowed Items. In the event the Escrow Agent
cannot carry out its duties as contemplated in Paragraph 3
above, the Escrow Agent shall promptly return: (i) to the
Buyer, the Purchase Price and the Debt Amount; and (ii) to
Keller, the stock certificates representing the Common Stock,
along with their properly executed stock power.
6. Expenses. The expenses and charges of the Escrow Agent in
performance of its duties hereunder shall be borne by Keller.
7. No Additional Duties of the Escrow Agent.
(a) The Escrow Agent undertakes to perform such duties and
only such duties as are specifically set forth in this
Escrow Agreement, and no implied covenants or
obligations shall be deemed a part of this Escrow
Agreement. The duties of the Escrow Agent hereunder
shall be entirely administrative and not discretionary.
The Escrow Agent shall be obligated to act only in
accordance with written instructions received by it as
provided in this Escrow Agreement and it is hereby
authorized to comply with any orders, judgments or
decrees of any court having jurisdiction over it, and
shall not have any liability as a result of its
compliance with the same.
(b) In performing any of its duties hereunder, the Escrow
Agent shall not incur any liability to anyone for any
damages, losses or expenses, except for willful default
or negligence, and it shall, accordingly, not incur any
such liability with respect to any action taken or
omitted in good faith upon advice of its counsel or
counsel for the Buyer given with respect to any
questions relating to the duties and responsibilities of
the Escrow Agent under this Agreement.
(c) If at any time a dispute shall exist as to the duties of
the Escrow Agent and the terms hereof, the Escrow Agent
may deposit the Purchase Price and the Debt Amount with
the Clerk of the Palm Beach County Court, State of
Florida, and may interplead the parties hereto. Upon so
depositing such the Purchase Price and the Debt Amount
and filing its complaint in interpleader, the Escrow
Agent shall be completely discharged and released from
all further liability or responsibility under the terms
hereof. The parties hereto, for themselves, their
heirs, successors and assigns, do hereby submit
themselves to the jurisdiction of said Court and do
hereby appoint the Clerk of said Court as their agent
for service of all process in connection with the
proceedings mentioned in this paragraph.
(d) The parties hereto hereby agree to indemnify and hold
harmless the Escrow Agent against any and all losses,
claims, damages, liabilities and expenses, including
<PAGE> Exhibit A - Pg. 15
reasonable costs of investigation and counsel fees and
disbursements, which may be imposed upon the Escrow
Agent or incurred by the Escrow Agent in connection with
its acceptance of appointment as Escrow Agent hereunder
or the proper performance of its duties hereunder,
including any litigation arising from this Agreement or
involving the subject matter hereof.
(e) The Escrow Agent may rely absolutely upon the
genuineness and authorization of any signature or
purported signature appearing to be that of the parties
hereto, as the case may be, and upon any instruction,
notice, releases, receipt or other document delivered to
it pursuant to this Escrow Agreement.
(f) The Escrow Agent may, as a condition to the return of
the Purchase Price and the Debt Amount, require from the
parties an acknowledgment of such return, and, upon such
return, a release of the Escrow Agent from any liability
arising out of the execution or performance of this
Escrow Agreement.
8. Entire Agreement. No supplement, modification or amendment of
this Escrow Agreement shall be binding unless executed in
writing by each of the parties hereto. No waiver of any of the
provisions of this Escrow Agreement shall be deemed to
constitute a waiver of any other provision hereof, whether or
not similar, nor shall any such waiver constitute a waiver of
any other or subsequent breach. No waiver shall be binding
unless executed in writing by the party sought to be charged
thereby. Any waiver shall be validly and sufficiently
authorized for the purposes of this Escrow Agreement if, as to
any party hereto, it is executed by the individual who
executed this Escrow Agreement on behalf of such party.
9. Counterparts. This Escrow Agreement may be executed in two or
more counterparts, all of which shall be considered one and
the same agreement, and this Escrow Agreement shall become a
binding agreement when one or more counterparts hereof shall
have been signed by each of the parties and delivered to each
of the other parties hereto.
10. Governing Law. This Escrow Agreement shall be governed by and
construed in accordance with the laws of the State of Florida,
venue Palm Beach County, without regard to its rules on
conflicts of laws.
11. Notices. All notices, instructions, releases, payments,
deliveries and other communications required or permitted
hereunder shall be in writing and shall be given by confirmed
facsimile or registered mail addressed, if to the Buyer, to:
Charles Adams, 222 Lakeview Avenue, Suite 409, West Palm
Beach, Florida 33401, with a copy to: Donald F. Mintmire,
<PAGE> Exhibit A - Pg. 16
Esq., 265 Sunrise Avenue, Suite 204, Palm Beach, Florida
33480; and if to Keller or Keller Trust, to: Fred Keller, 6758
North Military Trail, Suite 303, West Palm Beach, Florida
33407, with a copy to: David M. Bovi, Esq. 319 Clematis
Street, Suite 812, West Palm Beach, Florida 33401 and, if to
the Escrow Agent, to: David M. Bovi, Esq., 319 Clematis
Street, Suite 812, West Palm Beach, Florida 33401.
[remainder of page intentionally left blank
- see signature page attached]
IN WITNESS WHEREOF, the undersigned have executed this Escrow
Agreement as of the day and year first above written.
ATTEST: BUYER:
By:______________________ ______________________________
Charles Adams
By:______________________ _____________________________
Fred Keller
By:______________________ _____________________________
Fred Keller, Trustee
DAVID M. BOVI, P.A.
By:______________________ By:_______________________
David M. Bovi, President
<PAGE> Exhibit A - Pg. 17
Substitution of Debtor Agreement
Exhibit "B"
to
Stock Purchase Agreement
Dated December 11, 2000
SUBSTITUTION OF DEBTOR AGREEMENT
This Agreement, dated this 11th day of December, 2000, by and
between Fairfax Group, Inc., a Florida corporation ("Company"); Fred
Keller, Trustee ("Keller Trust"); and Charles Adams ( the "Buyer"), is
made for the purpose of setting forth the terms and conditions upon which
Buyer promises to assume and discharge all of the debts of the Company
owed to Keller Trust.
In consideration of the mutual promises, covenants and
representations contained herein, the parties agree as follows:
4. Subject to the terms and conditions of the Stock Purchase
Agreement, of even date hereof (the "Stock Purchase
Agreement"), Buyer promises to assume and discharge all of the
debts of the Company owed to Keller Trust.
5. The Company is indebted to Keller Trust as a result of various
promissory notes made by the Company to Keller Trust, all
totaling with applicable interest thereon the sum of $323,000.
6. Pursuant to the Stock Purchase Agreement, Keller, as defined
therein, agrees to sell and the Buyer, as defined therein,
agrees to purchase 4,200,000 shares of the Company's common
stock on the promise of Buyer to assume and discharge all of
the debts of the Company owed to Keller Trust, pursuant to
this Substitution of Debtor Agreement.
7. The Company desires to be released and discharged from all
liability it owes to Keller Trust, and Keller Trust is willing
to release and discharge the Company from all liability.
8. Pursuant to the terms and procedures described in the Escrow
Agreement attached as Exhibit "A" to the Stock Purchase
Agreement, Buyer agrees to pay to Keller Trust at the time of
the Closing, as defined in the Stock Purchase Agreement, the
sum of $323,000 now due from the Company to Keller Trust, and
in consideration of this payment being duly made, Keller Trust
releases and discharges the Company from all liability for the
debt.
9. Upon Buyer's payment of the abovementioned $323,000 to Keller
Trust, the Company shall no longer be indebted to Keller Trust
<PAGE> Exhibit A - Pg. 18
in any amount.
10. Further, at the time of the Closing, Keller Trust agrees to
cancel any and all written lease agreements between the
Company and Keller Trust, and the Company represents and
warrants that it is not a party to any other lease agreement
with any other person. Further, the Company represents and
warrants that if any written compensation or payment
obligation agreement between the Company and any officer,
director, affiliate, consultant or any other third party is in
force on the date hereof, that such written compensation or
payment obligation agreement shall be canceled as of the time
of Closing.
IN WITNESS WHEREOF, the parties have executed this Agreement as
of the date first written above.
ATTEST: BUYER:
By:______________________ ______________________________
Charles Adams
By:______________________ _____________________________
Fred Keller
By:______________________ _____________________________
Fred Keller, Trustee
FAIRFAX GROUP, INC.
By:______________________ By:_________________________
Ernest Porter, President
<PAGE> Exhibit A - Pg. 19
[EXHIBIT B]
STOCK OPTION AGREEMENT No. 1
STOCK OPTION AGREEMENT
THIS AGREEMENT is made as of December 21, 2000, between Fred Keller
("Keller") and Donald F. Mintmire (the "Optionee").
THE PARTIES AGREE AS FOLLOWS:
1. Option Grant. In exchange for $10.00 and other good and
valuable consideration, the receipt of which is hereby acknowledged,
Keller hereby grants to the Optionee an option (the "Option") to purchase
from Keller an aggregate of 534,000 shares of Fairfax Group, Inc. (the
"Company") common stock (the "Shares"), for an aggregate exercise price
of $10.00. The Option will be subject to all of the terms and conditions
set forth herein
2. Stockholder Rights. No rights or privileges of a stockholder
in the Company are conferred by reason of the granting of the Option.
Optionee will not become a stockholder in the Company with respect to the
Shares unless and until the Option has been properly exercised and the
Option Price fully paid as to the portion of the Option exercised.
3. Termination. This Option will automatically vest to the
Optionee, with no further action by the Optionee or Keller, on December
21, 2000, and will expire, unless previously exercised in full, on April
15, 2001.
4. Miscellaneous. This Agreement sets forth the complete
agreement of the parties concerning the subject matter hereof,
superseding all prior agreements, negotiations and understandings. This
Agreement will be governed by the substantive law of the State of
Florida, and may be executed in counterparts.
The parties hereby have entered into this Agreement as of the date
set forth above.
___________________________
Fred Keller
___________________________
Donald F. Mintmire
<PAGE> Exhibit B - Pg. 1
[EXHIBIT C]
STOCK OPTION AGREEMENT No. 2
STOCK OPTION AGREEMENT
THIS AGREEMENT is made as of December 21, 2000, between Fred Keller
("Keller") and Mark Mintmire (the "Optionee").
THE PARTIES AGREE AS FOLLOWS:
1. Option Grant. In exchange for $10.00 and other good and
valuable consideration, the receipt of which is hereby acknowledged,
Keller hereby grants to the Optionee an option (the "Option") to purchase
from Keller an aggregate of 533,000 shares of Fairfax Group, Inc. (the
"Company") common stock (the "Shares"), for an aggregate exercise price
of $10.00. The Option will be subject to all of the terms and conditions
set forth herein
2. Stockholder Rights. No rights or privileges of a stockholder
in the Company are conferred by reason of the granting of the Option.
Optionee will not become a stockholder in the Company with respect to the
Shares unless and until the Option has been properly exercised and the
Option Price fully paid as to the portion of the Option exercised.
3. Termination. This Option will automatically vest to the
Optionee, with no further action by the Optionee or Keller, on December
21, 2000, and will expire, unless previously exercised in full, on April
15, 2001.
4. Miscellaneous. This Agreement sets forth the complete
agreement of the parties concerning the subject matter hereof,
superseding all prior agreements, negotiations and understandings. This
Agreement will be governed by the substantive law of the State of
Florida, and may be executed in counterparts.
The parties hereby have entered into this Agreement as of the date
set forth above.
_________________________
Fred Keller
_________________________
Mark Mintmire
<PAGE> Exhibit C - Pg. 1
[EXHIBIT D]
STOCK OPTION AGREEMENT No. 3
STOCK OPTION AGREEMENT
THIS AGREEMENT is made as of December 21, 2000, between Fred Keller
("Keller") and A. Rene Dervaes (the "Optionee").
THE PARTIES AGREE AS FOLLOWS:
1. Option Grant. In exchange for $10.00 and other good and
valuable consideration, the receipt of which is hereby acknowledged,
Keller hereby grants to the Optionee an option (the "Option") to purchase
from Keller an aggregate of 533,000 shares of Fairfax Group, Inc. (the
"Company") common stock (the "Shares"), for an aggregate exercise price
of $10.00. The Option will be subject to all of the terms and conditions
set forth herein
2. Stockholder Rights. No rights or privileges of a stockholder
in the Company are conferred by reason of the granting of the Option.
Optionee will not become a stockholder in the Company with respect to the
Shares unless and until the Option has been properly exercised and the
Option Price fully paid as to the portion of the Option exercised.
3. Termination. This Option will automatically vest to the
Optionee, with no further action by the Optionee or Keller, on December
21, 2000, and will expire, unless previously exercised in full, on April
15, 2001.
4. Miscellaneous. This Agreement sets forth the complete
agreement of the parties concerning the subject matter hereof,
superseding all prior agreements, negotiations and understandings. This
Agreement will be governed by the substantive law of the State of
Florida, and may be executed in counterparts.
The parties hereby have entered into this Agreement as of the date
set forth above.
_________________________
Fred Keller
_________________________
A. Rene Dervaes
<PAGE> Exhibit D - Pg. 1
