SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Fairfax Group , Inc.
-----------------------------------------------------------------
(Name of Issuer)
Common Stock, $0.01 Par Value
-----------------------------------------------------------------
(Title of Class of Securities)
30389N 10 7
-----------------------------------------------------------------
(CUSIP Number)
Mintmire & Associates
265 Sunrise Avenue, Suite 204
Palm Beach, Florida 33480
(561) 832-5696
-----------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 21, 2000
-----------------------------------------------------------------
(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(b) 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
<PAGE>
Act (However, see the Notes).
CUSIP No. 30389N 10 7
-----------------------------------------------------------------
1) Names of Reporting Persons/ I.R.S. Identification Nos. of Above Persons
(entities only):
Charles Adams
----------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
----------------------------------------------------------------
3) SEC Use Only
-----------------------------------------------------------------
4) Sources of Funds (See Instructions): PF
-----------------------------------------------------------------
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e)
-----------------------------------------------------------------
6) Citizenship or Place of Organization: U.S.
Number of (7) Sole Voting Power: 4,200,000
Shares Bene-
ficially (8) Shared Voting Power -0-
Owned by
Each Report- (9) Sole Dispositive Power: 4,200,000
ing Person
With (10) Shared Dispositive Power -0-
-----------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
4,200,000
-----------------------------------------------------------------
<PAGE>
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
-----------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11):
68.29%
-----------------------------------------------------------------
14) Type of Reporting Person (See Instructions): IN
-----------------------------------------------------------------
Item 1. Security and Issuer
This statement relates to the common stock, $0.01 par value ("Common
Stock") of Fairfax Group, Inc. (the "Issuer"). The principal executive offices
of the Issuer are presently located at 6758 N. Military Trail, Suite 303, West
Palm Beach, Florida 33407.
Item 2. Identity and Background
This statement is filed by Charles Adams, an individual. Mr. Adams'
principal occupation is that of an automotive consultant and a self employed
investor. Mr. Adams' business address is 6758 N. Military Trail, Suite 303, West
Palm Beach, Florida 33407.
During the last five (5) years, Mr. Adams has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
During the last five (5) years, Mr. Adams has not been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction as a
result of which such person was or is subject to a judgement, decree or final
order enjoining final violations of, or prohibiting or mandating activities
subject to federal or state securities laws or finding any violation with
respect to such laws.
Mr. Adams is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration
On December 21, 2000, the Reporting Person, Charles Adams ("Buyer"); Fred
Keller ("Keller"); and Fred Keller, Trustee ("Keller Trust"), closed a Stock
Purchase Agreement (the "Agreement"). The Agreement provided for Buyer to
acquire 4,200,000 shares of the Company's outstanding Common Stock held by
Keller in exchange for $2,000. Additionally,
<PAGE>
pursuant to a Substitution of Debtor Agreement, of the same date, which was
attached and made a part of 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. The source of the cash was from
Mr. Adams' personal funds.
Item 4. Purpose of Transaction
The purpose of the transaction was to grant control of the Issuer to
Charles Adams. Mr. Adams' 4,200,000 shares of Common Stock is part of Mr. Adams'
investment portfolio. Mr. Adams is an affiliate shareholder of the Issuer, and
is seeking candidates for merger with or acquisition by the Issuer.
Mr. Adams reserves the right to actively pursue various proposals which
could relate to or would result in:
a. The acquisition by any person of additional securities of the Issuer, or
the disposition of securities of the Issuer;
b. An extraordinary corporate transaction, such as a merger, reorganization
or liquidation, involving the Issuer or any of its subsidiaries;
c. A sale or transfer of a material amount of assets of the Issuer or any
of its subsidiaries;
d. Any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;
e. Any material change in the present capitalization or dividend policy of
the Issuer;
f. Any other material change in the Issuer's business or corporate
structure;
g. Changes in the Issuer's charter, by-laws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
Issuer by any person;
h. A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section12(g)(4) of the Act;
i Any action similar to any of those enumerated above.
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 pages.
<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.
No transactions in the class of securities reported on were effected by any
of the persons named in this Item 5 during the past 60 days.
Item 6. Contracts, Arrangements, Understandings or Relationships with respect to
the Securities of the Issuer.
Except as set forth elsewhere in this Schedule 13D, there are no contracts,
arrangements, understandings or relationships among the Persons named in Item 2
and between such persons and any other person with respect to any securities of
the Issuer, including but not limited to the transfer of voting of any
securities, finder's fees, joint ventures, loan or option agreements, puts or
calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies.
Item 7. Material to be Filed as Exhibits.
A. Stock Purchase Agreement, and exhibits thereto.
<PAGE>
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 29, 2000
/s/ Charles Adams
Charles Adams
<PAGE>
[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
<PAGE>
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.
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
<PAGE>
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
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.
<PAGE>
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
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.
<PAGE>
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
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
<PAGE>
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.
<PAGE>
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.
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
<PAGE>
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.
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
<PAGE>
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.
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
<PAGE>
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.
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)
<PAGE>
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
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.
<PAGE>
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>
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>
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>
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>
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
<PAGE>
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.
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
<PAGE>
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 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
<PAGE>
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,
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]
<PAGE>
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>
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
<PAGE>
9. Upon Buyer's payment of the abovementioned $323,000 to Keller
Trust, the Company shall no longer be indebted to Keller Trust 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
