SHARE EXCHANGE AGREEMENT
------------------------
THIS dated for reference the 30th day of June, 2000.
AMONG:
GLOBALNETCARE, INC. of Suite 204, 65 Brunswick, Dollard Des Ormeaux, Quebec, H3A
3H3
("GlobalNetCare")
AND
3739007 CANADA LTD., with a registered and records office at 800 - 885 West
Georgia Street, Vancouver, British Columbia, V6C 3H1
(the "Purchaser")
AND:
COR-BIT PERIPHERALS INC. ("Cor-Bit") and BUSINESSWAY COMPUTER CENTRE INC.
("Businessway"), of 117 Gun Avenue, Pointe Claire, Quebec, Canada, H94 3X2
(collectively, the "Companies")
AND:
FARIS HEDDO and MICH LE SCOTT, of 8 Du Domaine le Perrot, Quebec, J7P 2R9
(the "Majority Vendors")
AND:
THE SHAREHOLDERS OF COR-BIT, as listed on Schedule "E"
(the "Cor-Bit Shareholders")
<PAGE>
AND:
THE SHAREHOLDERS OF BUSINESSWAY, as listed on Schedule "E"
(the "Businessway Shareholders")
WHEREAS:
A. The Cor-Bit Shareholders are the registered and beneficial owners of
all of the issued and outstanding common shares in the capital of Cor-Bit (the
"Cor-Bit Shares"), consisting of 1,458,424 common shares in the capital of
Cor-Bit;
B. The Businessway Shareholders are the registered and beneficial
owners of all of the issued and outstanding common shares in the capital of
Businessway (the "Businessway Shares"), consisting of 1,597,737 common shares in
the capital of Businessway;
C. The Purchaser is a wholly owned subsidiary of GlobalNetCare, a
Florida corporation;
D. Pursuant to a letter agreement, dated April 5, 2000, between
Cor-Bit, Businessway and GlobalNetCare, GlobalNetCare has agreed to cause the
Purchaser to issue 40,000,000 Class "A" Preference Shares (the "Preferred
Shares") in the capital of the Purchaser and GlobalNetCare will issue 37,923,891
Special Voting Shares in the capital of GlobalNetCare (the "Special Voting
Shares"). The Preferred Shares are to be issued to the Cor-Bit Shareholders and
the Businessway Shareholders (collectively the Cor-Bit Shareholders and the
Businessway Shareholders are referred to as the "Vendors") as consideration for
the exchange of the Cor-Bit Shares and Businessway Shares (collectively, the
"Vendors' Shares") and the Special Voting Shares are to be issued to the
Majority Vendors and the FONDACTION CSN Pour La Coop ration et L'Emploi (the
"Fondaction"), in the course of a reorganization of the capital of the Companies
as contemplated by section 85 of the Income Tax Act (Canada); and
E. Pursuant to the terms of this Agreement and a Call Option Agreement,
attached hereto as Schedule "C" (the "Call Option Agreement") to be entered into
by each one of the Vendors and GlobalNetCare, each of the Vendors has granted an
option to GlobalNetCare to acquire the Preferred Shares and the Special Voting
Shares, if applicable, in exchange for an equal number of common shares in the
capital of GlobalNetCare;
F. Upon the terms and subject to the conditions set forth in this
Agreement, the Vendors have respectively agreed to exchange the Cor-Bit Shares
and the Businessway Shares for the Preferred Shares and the Special Voting
Shares (the "Share Exchange").
THEREFORE in consideration of the premises and of the mutual covenants and
agreements herein set forth, the parties hereto covenant and agree each with the
other as follows:
1. INTERPRETATION
1.1 In this Agreement, except as otherwise expressly provided:
<PAGE>
(a) "Agreement" means this Share Exchange Agreement, including the preamble
and the Schedules hereto, as it may from time to time be supplemented or amended
and in effect;
(b) all references in this Agreement to a designated "Section" or other
subdivision or to a Schedule is to the designated Section or other subdivision
of, or Schedule to, this Agreement;
(c) the words "herein", "hereof" and "hereunder" and other words of similar
import refer to this Agreement as a whole and not to any particular Section or
other subdivision or Schedule;
(d) the headings are for convenience only and do not form a part of this
Agreement and are not intended to interpret, define, or limit the scope, extent
or intent of this Agreement or any provision hereof;
(e) the singular of any term includes the plural, and vice versa; the use of
any term is equally applicable to any gender and, where applicable, a body
corporate; the word "or" is not exclusive; the word "including" means including
without limitation or prejudice to the generality of any description,
definition, term or phrase preceding that word, and the word "include" and its
derivatives will be construed accordingly; the expression "to the knowledge of"
or any similar expression as applied to a corporation or individual, refers to,
(A) in the case of an individual, the knowledge as at the relevant date that
such individual had or would have had had he exercised due diligence in making
enquiries in relation to the matter in question from all sources of information
likely to provide him with knowledge of same, and (B) in the case of a corporate
person, the knowledge (as aforementioned) of a director or officer thereof as at
the relevant date;
(f) any accounting term not otherwise defined has the meanings assigned to
it in accordance with generally accepted accounting principles applicable in
Canada;
(g) except as otherwise provided, any dollar amount referred to in this
Agreement means the lawful currency of Canada; and
(h) any other term defined within the text of this Agreement has the meaning
so ascribed.
1.2 The following are the Schedules to this Agreement, form part of this
Agreement and are incorporated herein by reference:
(a) Schedule "A" - Special Rights and Restrictions attached to the
Preferred Shares;
(b) Schedule "B-1" - Financial Statements of Cor-Bit;
(c) Schedule "B-2" - Financial Statements of Businessway;
(d) Schedule "C" - Call Option Agreement;
<PAGE>
(e) Schedule "D-1" - Continuing Contractual Obligations of Cor-Bit;
(f) Schedule "D-2" - Continuing Contractual Obligations of Businessway;
(g) Schedule "E" - List of Cor-Bit and Businessway Shareholders;
(h) Schedule "F-1" - List of Assets of Cor-Bit;
(i) Schedule "F-2" - List of Assets of Businessway;
(j) Schedule "G-1" - Financial Statements of GlobalNetCare;
(k) Schedule "H-1" - List of Assets of GlobalNetCare;
(l) Schedule "I-1" - Outstanding Litigation;
(m) Schedule "J-1" - Continuing Contractual Obligations of the Purchaser and
GlobalNetCare; and
(n) Schedule "K-1" - Outstanding Rights to Acquire shares in GlobalNetCare.
2. CLOSING
2.1 The closing of the transactions contemplated herein will take place at
4:00 p.m. local time, on the date which is five (5) days of the increase in the
Authorized Common Share Capital (as defined herein) and the creation of the
Special Voting Shares, or such other date as may be agreed to by the parties
hereto (the "Closing Date"). The closing may take place by exchange of the
appropriate solicitor's undertakings, which will involve each party's solicitors
delivering to his or her counterpart all required consideration and
documentation, to be held in trust and not released until all required closing
deliveries have been made and all conditions to closing have been satisfied or
waived by the party which has the benefit of such conditions.
3. SHARE EXCHANGE
3.1 Upon and subject to the terms and conditions of this Agreement, the
Vendors and the Purchaser hereby agree that, on the Closing Date, all of the
Cor-Bit Shares and the Businessway Shares will be exchanged as follows:
(a) all of the Cor-Bit Shares shall be exchanged for an aggregate of
19,088,320 Preferred Shares on the basis of 13.08832 Preferred Shares for each
Cor-Bit Share and an aggregate of 19,088,320 Special Voting Shares on the basis
of 13.08832 Special Voting Shares for each Cor-Bit Share; and
(b) all of the Businessway Shares shall be exchanged for an aggregate of
20,911,680 Preferred Shares on the basis of 13.08832 Preferred Shares for each
Businessway Share and an aggregate of 20,911,680 Special Voting Shares on the
basis of 13.08832 Special Voting Shares for each Businessway Share.
<PAGE>
4. RESTRICTED SECURITIES
4.1 The Vendors acknowledge that any common shares in the capital of
GlobalNetCare (the "Exchange Shares") issued on exchange of the Preferred
Shares, pursuant to the terms and conditions set forth in the Preferred Shares,
this Agreement and the Call Option Agreement, will have such hold periods as are
required under applicable securities laws and as a result may not be sold,
transferred or otherwise disposed, except pursuant to an effective registration
statement under the United States Securities Act of 1933, as amended (the "1933
Act"), or pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the 1933 Act and in each case only in accordance
with applicable state securities laws.
4.2 The parties hereto acknowledge that each of the Vendors is resident in
Quebec, and that GlobalNetCare has advised the Vendors that GlobalNetCare is
relying on an exemption from the prospectus requirements of the Securities Act
(Quebec) to issue the Exchange Shares and the Special Voting Shares to each of
the Vendors and, as a consequence, certain protections, rights and remedies
provided by the Securities Act (Quebec), including statutory rights of
rescission or damages, will not be available to the Vendors.
4.3 The Vendors acknowledge that GlobalNetCare is not a reporting issuer in
any of the Provinces of Canada and therefore resale of any of the Exchange
Shares or the Special Voting Shares by Vendors resident in Quebec is restricted
except pursuant to an exemption from applicable securities legislation.
4.4 It is understood and agreed by the parties hereto that they will provide
and execute all such representations and collateral agreements as are reasonably
necessary to ensure that the issuance of the Exchange Shares or the Special
Voting Shares complies with the requirements of all applicable securities
legislation.
4.5 It is understood and agreed that the certificates evidencing the
Exchange Shares and the Special Voting Shares will bear the following legends:
THIS LEGEND IS MANDATORY FOR REGULATION S OFFERINGS BY DOMESTIC ISSUERS
"THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION
TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION
S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").
NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933
ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE
OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED
HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF
REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN
EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN
ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED
UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE
AS DEFINED BY REGULATION S UNDER THE 1933 ACT.
<PAGE>
THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO A HOLD PERIOD IN ALL PROVINCES
IN CANADA AND MAY NOT BE TRADED IN ANY OF THE PROVINCES OF CANADA EXCEPT AS
PERMITTED BY APPLICABLE SECURITIES LEGISLATION"
4.6 The Purchaser and GlobalNetCare acknowledge that the Cor-Bit Shares and
the Businessway Shares acquired pursuant to the terms of this Agreement will
have such hold periods as are required under applicable securities laws and as a
result may not be sold, transferred or otherwise disposed, except pursuant to an
effective registration statement under the 1933 Act or pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of the
1933 Act and in each case only in accordance with applicable state securities
laws.
4.7 The Purchaser and GlobalNetCare acknowledge that neither of the
Companies is a reporting issuer in any of the Provinces of Canada and therefore
resale of any of the Cor-Bit Shares or the Businessway Shares is restricted
except pursuant to an exemption from applicable securities legislation.
4.8 It is understood and agreed that the certificates evidencing the Cor-Bit
Shares and the Businessway Shares will bear the following legends:
"NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933
ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE
OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED
HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF
REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN
EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN
ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED
UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE
AS DEFINED BY REGULATION S UNDER THE 1933 ACT."
5. EXEMPTION REQUIREMENTS
5.1 It is understood and agreed by the parties hereto that, in order to
comply with section 51 of the Securities Act (Quebec), any of the Preferred
Shares to be exchanged by the Vendors into the Exchange Shares, will be
exchanged in such number and such amounts so that the minimum value of any such
issuance of the Exchange Shares will be CDN$150,000.
5.2 It is understood and agreed by the parties hereto that, should any of
the Vendors be unable to comply with the requirements of Section 5.1 of this
Agreement, GlobalNetCare will make reasonable efforts to obtain an order from
the Quebec Securities Commission exempting any such Vendor from the prospectus
requirements of the Securities Act (Quebec) in regards to any Exchange Shares
issued on exchange of that Vendor's Preferred Shares.
6. ACKNOWLEDGEMENTS OF THE VENDORS
6.1 Each one of the Vendors acknowledges and agrees that:
<PAGE>
(a) none of the Preferred Shares, Special Voting Shares or the Exchange
Shares have been or will be registered under the 1933 Act, or under any state
securities or "blue sky" laws of any state of the United States, and, unless so
registered, may not be offered or sold in the United States or, directly or
indirectly, to U.S. Persons, as that term is defined in Regulation S under the
1933 Act ("Regulation S"), except in accordance with the provisions of
Regulation S, pursuant to an effective registration statement under the 1933
Act, or pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the 1933 Act;
(b) neither the Purchaser nor GlobalNetCare have undertaken, and will have
no obligation, to register any of the Preferred Shares, Special Voting Shares or
the Exchange Shares under the 1933 Act;
(c) the Purchaser and GlobalNetCare are entitled to rely on the
acknowledgements, agreements, representations and warranties and the statements
and answers of the Vendors contained in this Agreement, and each of the Vendors
will hold harmless the Purchaser and GlobalNetCare from any loss or damage
either one may suffer as a result of any such acknowledgements, agreements,
representations and/or warranties made by that Vendor not being true and
correct;
(d) each of the Vendors has been advised to consult their own respective
legal, tax and other advisors with respect to the merits and risks of an
investment in the Preferred Shares, Special Voting Shares and the Exchange
Shares and, with respect to applicable resale restrictions, is solely
responsible (and neither the Purchaser or GlobalNetCare is in any way
responsible) for compliance with applicable resale restrictions;
(e) none of the Preferred Shares, Special Voting Shares or the Exchange
Shares are listed on any stock exchange or automated dealer quotation system and
no representation has been made to the Vendors that any of the Preferred Shares,
Special Voting Shares or Exchange Shares will become listed on any stock
exchange or automated dealer quotation system, except that currently certain
market makers make market in the common shares of GlobalNetCare on the National
Association of Securities Dealers, Inc.'s Over-the-Counter Bulletin Board;
(f) each of the Vendors is outside the United States when receiving and
executing this Agreement and is acquiring the Preferred Shares, Special Voting
Shares or Exchange Shares as principal for their own account, for investment
purposes only, and not with a view to, or for, resale, distribution or
fractionalization thereof, in whole or in part, and no other person has a direct
or indirect beneficial interest in the Preferred Shares, Special Voting Shares
or the Exchange Shares;
(g) none of the Preferred Shares, Special Voting Shares or the Exchange
Shares may be offered or sold to a U.S. Person (as defined in Regulation S) or
for the account
<PAGE>
or benefit of a US Person prior to the end of the Restricted Period (as defined
herein); and
(h) neither the Securities and Exchange Commission (the "SEC") nor any other
securities commission or similar regulatory authority has reviewed or passed on
the merits of the Preferred Shares, Special Voting Shares or the Exchange
Shares.
7. ACKNOWLEDGEMENTS OF THE PURCHASER AND GLOBALNETCARE
7.1 Each of the Purchaser and GlobalNetCare acknowledges and agrees that:
(a) none of the Cor-Bit Shares or the Businessway Shares have been or will
be registered under the 1933 Act, or under any state securities or "blue sky"
laws of any state of the United States, and, unless so registered, may not be
offered or sold in the United States or, directly or indirectly, to U.S.
Persons, as that term is defined in Regulation S under the 1933 Act ("Regulation
S"), except in accordance with the provisions of Regulation S, pursuant to an
effective registration statement under the 1933 Act, or pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of the
1933 Act;
(b) neither Cor-Bit nor Businessway have undertaken, and will have no
obligation, to register any of the Cor-Bit Shares or the Businessway Shares
under the 1933 Act;
(c) the Companies are entitled to rely on the acknowledgements, agreements,
representations and warranties and the statements and answers of the Purchaser
and GlobalNetCare contained in this Agreement, and each of GlobalNetCare and the
Purchaser will hold harmless the Companies from any loss or damage either one
may suffer as a result of any such acknowledgements, agreements, representations
and/or warranties made by the Purchaser or GlobalNetCare, as the case may be,
not being true and correct;
(d) each of the Purchaser and GlobalNetCare have been advised to consult
their own respective legal, tax and other advisors with respect to the merits
and risks of an investment in the Cor-Bit Shares and the Businessway Shares and,
with respect to applicable resale restrictions, is solely responsible (and
neither of the Companies is in any way responsible) for compliance with
applicable resale restrictions; and
(e) neither the SEC nor any other securities commission or similar
regulatory authority has reviewed or passed on the merits of the Cor-Bit Shares
or the Businessway Shares.
8. WARRANTIES AND REPRESENTATIONS OF THE VENDORS AND THE COMPANIES
8.1 Each of the Vendors, individually concerning their respective shares,
and the Companies, jointly and severally therewith, warrant and represent to the
Purchaser and GlobalNetCare with the intent that each of the Purchaser and
GlobalNetCare will rely thereon in entering into this Agreement and in
concluding the Share Exchange contemplated herein, that:
<PAGE>
<TABLE>
<CAPTION>
(a) each Vendor is the sole registered holder and beneficial owner of such
number of common shares in the capital of Cor-Bit or Businessway, as applicable,
as is hereinafter set opposite each Vendor's name;
NO. OF NO. OF
NAME OF VENDOR COR-BIT SHARES BUSINESSWAY SHARES
---------------------------------------------- -------------- ------------------
<S> <C> <C>
Trastew Holdings Ltd.. . . . . . . . . . . . . 3,820
2842-2053 Quebec Inc.. . . . . . . . . . . . . 2,497
Michael Andreatos. . . . . . . . . . . . . . . 3,056
Aggy Genoux. . . . . . . . . . . . . . . . . . 863
Jean-Jacques Auger . . . . . . . . . . . . . . 382
Rita Baghdassarian . . . . . . . . . . . . . . 1,209
Francesco Cannella . . . . . . . . . . . . . . 3,820
Marc Champagne . . . . . . . . . . . . . . . . 3,820
Tak Lee Chang. . . . . . . . . . . . . . . . . 1,727
Yung Hang Chang. . . . . . . . . . . . . . . . 1,727
Jade Chan Chung. . . . . . . . . . . . . . . . 1,727
Carmine Dizzazzo . . . . . . . . . . . . . . . 1,727
Roger Doucet . . . . . . . . . . . . . . . . . 509
Louis Fleischer. . . . . . . . . . . . . . . . 2,521
George Garabedian. . . . . . . . . . . . . . . 1,888
David Gottlieb . . . . . . . . . . . . . . . . 2,292
Mike Halivelakis . . . . . . . . . . . . . . . 1,783
Ren Hamel . . . . . . . . . . . . . . . . . . 382
Faris Heddo. . . . . . . . . . . . . . . . . . 1,439,113
Jan Hulak. . . . . . . . . . . . . . . . . . . 863
Giacomo Indri. . . . . . . . . . . . . . . . . 764
Karel Kro. . . . . . . . . . . . . . . . . . . 1,788
Raynald Lavoie . . . . . . . . . . . . . . . . 4,075
Robert Lawand. . . . . . . . . . . . . . . . . 38,202
Hubet Levasseur. . . . . . . . . . . . . . . . 2,590
Ehab Lotfi . . . . . . . . . . . . . . . . . . 3,820
Antonio Martino. . . . . . . . . . . . . . . . 382
Marie Marzoumanian . . . . . . . . . . . . . . 1,770
<PAGE>
Harry Michalopoulos. . . . . . . . . . . . . . 5,223
Nelly Moussa . . . . . . . . . . . . . . . . . 509
Sante Nardozi. . . . . . . . . . . . . . . . . 2,547
Antoine Nehme. . . . . . . . . . . . . . . . . 3,820
George Nehme . . . . . . . . . . . . . . . . . 3,820
Michael Nelson . . . . . . . . . . . . . . . . 3,820
Anne Ponniah . . . . . . . . . . . . . . . . . 863
Marie Reda . . . . . . . . . . . . . . . . . . 2,292
Claude Robillard . . . . . . . . . . . . . . . 1,146
Bedros Sarkissian. . . . . . . . . . . . . . . 6,063
Denny Sarkissian . . . . . . . . . . . . . . . 518
Dr. A.J. Scarlat . . . . . . . . . . . . . . . 509
Liliane Scott. . . . . . . . . . . . . . . . . 1,490
Wilbrood Scott . . . . . . . . . . . . . . . . 20,017
Margaret Shaefer . . . . . . . . . . . . . . . 1,727
Cyndy Taylor . . . . . . . . . . . . . . . . . 7,640
Claudio Vendittelli. . . . . . . . . . . . . . 4,584
Lian G. Zhang. . . . . . . . . . . . . . . . . 2,032
FONDACTION CSN Pour La Coop ration et L'Emploi 458,424
Michele Scott. . . . . . . . . . . . . . . . . 1,000,000
</TABLE>
(b) each of the Vendors' Cor-Bit Shares and the Businessway Shares, as the
case may be, are free and clear of all liens, any actual, pending or threatened
hold periods, trading restrictions, lien charges, claims, options, set-offs,
encumbrances, voting agreements, voting trusts, escrow restrictions or other
limitations or restrictions of any nature whatsoever, except as expressly
provided for or disclosed herein;
(c) each of the Vendors does not have any interest, legal or beneficial,
direct or indirect, in any shares of, or the assets or business of, the
Companies other than their ownership of the Cor-Bit Shares and Businessway
Shares, as the case may be; and
(d) each of the Vendors has the power and capacity and good and sufficient
right and authority to enter into this Agreement on the terms and conditions
herein set forth
<PAGE>
and will on the Closing Date have the right to transfer the legal and beneficial
title and ownership of the Cor-Bit Shares or Businessway Shares, as the case may
be, to the Purchaser;
(e) each of the Vendors has had adequate opportunity to obtain from
representatives of the Purchaser and GlobalNetCare such information, in addition
to the representations set forth in this Agreement, as is necessary to evaluate
the merits and risks of the Vendors' investment in the Preferred Shares, Special
Voting Shares and the Exchange Shares and each of the Vendors has sufficient
experience in business, financial and investment matters to be able to evaluate
the risks involved in the acquisition of the Preferred Shares, Special Voting
Shares and the Exchange Shares to be issued to the Vendors pursuant to the terms
of this Agreement and to make informed investment decisions with respect to such
investment;
(f) none of the Vendors is a U.S. Person;
(g) none of the Vendors is acquiring the Preferred Shares, Special Voting
Shares or the Exchange Shares for the account or benefit of, directly or
indirectly, any U.S. Person;
(h) each of the Vendors acknowledges, understands and agrees that the
Special Voting Shares will only be issued to the Majority Vendors and the
Fondaction and that as a result the Vendors, other than the Majority Vendors and
the Fondaction, will not have any voting or other rights to participation in
GlobalNetCare until such time as each of the Vendors is issued Exchange Shares;
(i) each of the Vendors is acquiring the Preferred Shares, Special Voting
Shares or the Exchange Shares for investment only and not with a view to resale
or distribution and, in particular, each of the Vendors has no intention to
distribute either directly or indirectly any of the Preferred Shares, Special
Voting Shares or the Exchange Shares in the United States or to U.S. Persons;
(j) each of the Vendors is outside the United States when receiving and
executing this Agreement and is acquiring the Preferred Shares, Special Voting
Shares or the Exchange Shares as principal for their own account, for investment
purposes only, and not with a view to, or for, resale, distribution or
fractionalization thereof, in whole or in part, and no other person has a direct
or indirect beneficial interest in such Preferred Shares, Special Voting Shares
or Exchange Shares;
(k) each of the Vendors understands and agrees that none of the Preferred
Shares, Special Voting Shares or the Exchange Shares has been or will be
registered under the 1933 Act, or under any state securities or "blue sky" laws
of any state of the United States, and, unless so registered, may not be offered
or sold in the United States or, directly or indirectly, to U.S. Persons except
in accordance with the provisions of Regulation S, pursuant to an effective
registration statement under the 1933 Act, or pursuant to an exemption from, or
in a transaction not
<PAGE>
subject to, the registration requirements of the 1933 Act and in each case only
in accordance with applicable state securities laws;
(l) each of the Vendors understands and agrees that offers and sales of any
of:
(i) the Preferred Shares prior to the expiration of a period of one year
after the date of original issuance of the Preferred Shares,
(ii) the Special Voting Shares prior to the expiration of a period of one
year after the date of original issuance of the Special Voting Shares, or
(iii) the Exchange Shares prior to the expiration of a period of one year
after the date of issuance of any Exchange Shares,
(the "Restricted Period")
shall only be made in compliance with the safe harbor provisions set forth in
Regulation S, pursuant to the registration provisions of the 1933 Act or an
exemption therefrom, and that all offers and sales after the Restricted Period
shall be made only in compliance with the registration provisions of the 1933
Act or an exemption therefrom and in each case only in accordance with
applicable state securities laws;
(m) each of the Vendors understands and agrees not to engage in any hedging
transactions involving any of the Preferred Shares or the Exchange Shares unless
such transactions are in compliance with the provisions of the 1933 Act;
(n) each of the Vendors understands and agrees that each of the Purchaser or
GlobalNetCare, as applicable, will refuse to register any transfer of the
Preferred Shares, Special Voting Shares or the Exchange Shares not made in
accordance with the provisions of Regulation S, pursuant to an effective
registration statement under the 1933 Act or pursuant to an available exemption
from the registration requirements of the 1933 Act;
(o) each of the Vendors acknowledges that such Vendor has not acquired the
Preferred Shares, Special Voting Shares or the Exchange Shares as a result of,
and will not themselves engage in, any "directed selling efforts" (as defined in
Regulation S under the 1933 Act) in the United States in respect of any of the
Preferred Shares, Special Voting Shares or the Exchange Shares which would
include any activities undertaken for the purpose of, or that could reasonably
be expected to have the effect of, conditioning the market in the United States
for the resale of any of the Preferred Shares, Special Voting Shares or the
Exchange Shares; provided however, that each of the Vendors may sell or
otherwise dispose of any of the Preferred Shares, Special Voting Shares or the
Exchange Shares pursuant to registration of any of the Preferred Shares,
Special Voting Shares or the Exchange Shares pursuant to the 1933 Act and
any applicable state securities laws or under an exemption from such
registration requirements and as otherwise provided herein;
<PAGE>
(p) if any of the Vendors are ordinarily resident in Quebec, each of the
Vendors is acquiring the Preferred Shares and the Special Voting Shares under
the exemption from prospectus requirements of the Quebec Securities Act (the
"Quebec Act") and accordingly may only be sold, disposed or otherwise
transferred pursuant to an exemption from prospectus requirements of the Quebec
Act or pursuant to any other applicable securities laws;
(q) each of the Vendors acknowledges that such Vendor may only sell, dispose
or otherwise transfer a Preferred Share in conjunction with a Special Voting
Share, if applicable, and a Special Voting Share in conjunction with a Preferred
Share;
(r) each of the Vendors is not aware of any advertisement of any of the
Preferred Shares, Special Voting Shares or the Exchange Shares; and
(s) no person has made to any of the Vendors any written or oral
representations:
(i) that any person will resell or repurchase any of the Preferred Shares,
Special Voting Shares or the Exchange Shares;
(ii) that any person will refund the purchase price of any of the Preferred
Shares, Special Voting Shares or the Exchange Shares;
(iii) as to the future price or value of any of the Preferred Shares,
Special Voting Shares or the Exchange Shares; or
(iv) that any of the Preferred Shares, Special Voting Shares or Exchange
Shares will be listed and posted for trading on any stock exchange or automated
dealer quotation system or that application has been made to list and post any
of the Preferred Shares, Special Voting Shares or the Exchange Shares of the
Purchaser or GlobalNetCare on any stock exchange or automated dealer quotation
system
8.2 Each of the Majority Vendors and the Companies warrant and represent,
jointly and severally, to the Purchaser and GlobalNetCare with the intent that
each of the Purchaser and GlobalNetCare will rely thereon in entering into this
Agreement and in concluding the Share Exchange contemplated herein, that:
(a) Cor-Bit is a corporation validly existing and in good standing under the
laws of the Province of Quebec and has the power, authority and capacity to
enter into this Agreement and to carry out its terms;
(b) Businessway is a corporation validly existing and in good standing under
the laws of the Province of Quebec and has the power, authority and capacity to
enter into this Agreement and to carry out its terms;
(c) the authorized capital of Cor-Bit consists of an unlimited number of
common shares, without par value, of which 1,458,424 common shares have been
validly issued, are outstanding and are fully paid and non-assessable;
<PAGE>
(d) the authorized capital of Businessway consists of an unlimited number of
common shares, without par value, of which 1,597,737 common shares have been
validly issued, are outstanding and are fully paid and non-assessable;
(e) the Cor-Bit Shares represent 100% of the issued and outstanding share
capital of Cor-Bit;
(f) the Businessway Shares represent 100% of the issued and outstanding
share capital of Businessway;
(g) the execution and delivery of this Agreement and the completion of the
transactions contemplated hereby has been duly and validly authorized by all
necessary corporate action on the part of each of Cor-Bit and Businessway, and
this Agreement constitutes a legal, valid and binding obligation of each of
Cor-Bit and Businessway enforceable in accordance with its terms except as
limited by laws of general application affecting the rights of creditors;
(h) each of the Majority Vendors does not have any specific information
relating to the Companies which is not generally known or which has not been
disclosed to the Purchaser and GlobalNetCare and which if known could reasonably
be expected to have a material adverse effect on the value of the Cor-Bit Shares
or the Businessway Shares or on either of the Companies as a whole;
(i) neither Cor-Bit, Businessway, nor any of the Majority Vendors have made
any untrue statement to the Purchaser or GlobalNetCare nor has any of them
failed to state a material fact that is required to be stated or that is
necessary to prevent a statement that is made from being materially false or
misleading in the circumstances in which it was made;
(j) to the best of the Majority Vendor's knowledge, all of the assets of
Cor-Bit and Businessway are in good working order and contain no latent defects;
(k) neither Cor-Bit, Businessway, nor any of the Majority Vendors are aware
of any infringement by Cor-Bit or Businessway of any registered patent,
trademark or copyright;
(l) no person has any agreement, right, option or privilege, consensual or
arising by law, present or future, contingent or absolute, or capable of
becoming an agreement, right or option:
(i) to require either of the Companies to issue any further or other shares
in its capital or any other security convertible or exchangeable into shares in
its capital or to convert or exchange any securities into or for shares in the
capital of either of the Companies,
(ii) for the issue or allotment of any of the authorized but unissued shares
in the capital of either of the Companies,
<PAGE>
(iii) to require either of the Companies to purchase, redeem or otherwise
acquire any of the issued and outstanding shares in the capital of either of the
Companies,
(iv) to purchase or otherwise acquire any shares in the capital of either of
the Companies, or
(v) which is capable of becoming an agreement for the acquisition of any of
the material assets of either of the Companies;
(m) each of the Companies is registered to carry on business in all
jurisdictions in which it currently carries on business;
(n) the making of this Agreement and the completion of the transactions
contemplated hereby and the performance of and compliance with the terms hereof
does not and will not:
(i) conflict with or result in a breach of or violate any of the terms,
conditions, or provisions of the constating documents of either of the
Companies,
(ii) conflict with or result in a breach of or violate any of the terms,
conditions or provisions of any law, judgment, order, injunction, decree,
regulation or ruling of any court or governmental authority, domestic or
foreign, to which any of the Companies or the Vendors are subject or constitute
or result in a default under any agreement, contract or commitment to which any
of the Companies or the Vendors are a party,
(iii) subject to obtaining any necessary consents of applicable regulatory
authorities, give to any person any remedy, cause of action, right of
termination, cancellation or acceleration in or with respect to any agreement,
contract, or commitment to which either of the Companies is a party,
(iv) give to any government or governmental authority, including any
governmental department, commission, bureau, board, or administrative agency any
right of termination, cancellation, or suspension of, or constitute a breach of
or result in a default under any permit, license, control, or authority issued
to any of the entities and which is necessary or desirable in connection with
the conduct and operation of the business of each of the Companies as currently
conducted, or
(v) subject to obtaining any necessary consents of applicable regulatory
authorities, constitute a default by either of the Companies or an event which,
with the giving of notice or lapse of time or both, might constitute an event of
default or non-observance under any agreement, contract, indenture or other
instrument relating to any indebtedness of either of the Companies which would
give any person the right to accelerate the
<PAGE>
maturity for the payment of any amount payable under that agreement, contract,
indenture, or other instrument;
(o) the financial statements of Cor-Bit for the year ending July 31, 1999
and for the period ending January 31, 2000 attached as Schedule "B-1" hereto
(the "Cor-Bit Financial Statements") were prepared in accordance with Canadian
generally accepted accounting principles applied on a basis consistent with
prior reporting periods, are true and correct in every material respect and
present fairly and accurately the financial condition and position of Cor-Bit as
at the date thereof and the results of the operations of Cor-Bit;
(p) the financial statements of Businessway for the year ending May 31, 1999
and for the period ending January 31, 2000 attached as Schedule "B-2" hereto
(the "Businessway Financial Statements") were prepared in accordance with
Canadian generally accepted accounting principles applied on a basis consistent
with prior reporting periods, are true and correct in every material respect and
present fairly and accurately the financial condition and position of
Businessway as at the date thereof and the results of the operations of
Businessway;
(q) each of the Companies has good and marketable title to all of its
respective assets as listed in Schedules "F-1" and "F-2", and such assets are
free and clear of any financial encumbrances not disclosed in the Cor-Bit
Financial Statements or the Businessway Financial Statements, as the case may
be;
(r) other than approvals and filings required under applicable securities
laws, no authorization, approval, order, license, permit or consent of any
governmental authority, regulatory body or court, and no registration,
declaration or filing by any of the Companies with any such governmental
authority, regulatory body or court is required in order for any of the
Companies to complete the contemplated purchase and sale, to duly perform and
observe the terms and provisions of this Agreement, and to render this Agreement
legal, valid, binding and enforceable in accordance with its terms;
(s) there is no basis for and there are no actions, suits, judgments,
investigations or proceedings outstanding or pending, or to the knowledge of the
Majority Vendors, threatened against or affecting either of the Companies at law
or in equity or before or by any court or federal, state, municipal or other
governmental authority, department, commission, board, tribunal, bureau or
agency;
(t) neither of the Companies has guaranteed, or agreed to guarantee, any
indebtedness or other obligation of any person except as described in the
Cor-Bit Financial Statements or the Businessway Financial Statements, as the
case may be;
(u) the corporate records of each of the Companies, as required to be
maintained by them under their respective statute of incorporation and
constating documents, are accurate, complete and up-to-date in all material
respects and all material
<PAGE>
transactions of the Companies have been properly recorded in each of their
respective books or filed with their records;
(v) each of the Companies holds all permits, licenses, consents and
authorizations issued by any governmental authority which are necessary in
connection with the operation of their respective businesses and the ownership
of their respective properties and assets;
(w) each of the Companies has filed all necessary tax returns and in all
jurisdictions required to be filed by them, all returns affecting workers
compensation with the appropriate agency, incorporation capital tax returns, if
required, and any other material reports and information required to be filed by
either of the Companies with any governmental authority;
(x) each of the Companies has paid all income, sales and capital taxes
payable by them as when and due; each of the Companies has withheld and remitted
to tax collection authorities such taxes as are required by law to be withheld
and remitted as and when due; each of the Companies has paid all instalments of
corporate taxes due and payable, and there is not presently outstanding nor does
either of the Companies expect to receive any notice of reassessment from any
applicable tax collecting authority;
(y) neither Company has declared or paid any dividends of any kind or
declared or made any other distributions of any kind whatsoever including,
without limitation, by way of redemption, repurchase or reduction of its
authorized capital;
(z) other than as disclosed in Schedules "D-1" and "D-2", neither of the
Companies has outstanding any material contractual obligations whatsoever
relating to or affecting the conduct of their businesses or any of their
property or assets or for the purchase, sale or leasing of any property other
than those contracts entered into by either of the Companies in the course of
their normal and ordinary day to day business;
(aa) other than as disclosed in Schedules "D-1" and D-2", there are no
management contracts or consulting contracts to which the respective Companies
are parties or by which either is bound, and save and except as disclosed in the
Cor-Bit Financial Statements or the Businessway Financial Statements, as the
case may be, no amount is payable or has been agreed to be paid by either of the
Companies to any person as remuneration, pension, bonus, share of profits or
other similar benefit and no director, officer or member, or former director,
officer or member, of the Companies, nor any associate or affiliate of any such
person, has any claim of any nature against, or indebted to, either of the
Companies;
(bb) there has been no material adverse change in financial condition and
position of either of the Companies and no damage, loss, destruction or other
change in circumstances materially affecting the business, property or assets of
either of the Companies or their right or capacity to carry on business since
the dates of the
<PAGE>
Cor-Bit Financial Statements or the Businessway Financial Statements, as
applicable; and
(cc) neither of the Companies has waived or surrendered any right of
substantial value and has not made any gift of money or of any property or
assets.
9. WARRANTIES AND REPRESENTATIONS
OF THE PURCHASER AND GLOBALNETCARE
9.1 The Purchaser and GlobalNetCare warrant and represent, jointly and
severally, to the Vendors and the Companies, with the intent that the Vendors
and the Companies will rely thereon in entering into this Agreement and in
concluding the Share Exchange contemplated herein, that:
(a) the Purchaser is a corporation duly incorporated, validly existing and
in good standing under the federal laws of Canada and has the power, authority
and capacity to enter into this Agreement and to carry out its terms;
(b) GlobalNetCare is a corporation duly incorporated, validly existing and
in good standing under the laws of the State of Florida, and has the power,
authority and capacity to enter into this Agreement and to carry out its terms;
(c) the authorized capital of the Purchaser consists of:
(i) an unlimited number of common shares, without par value, of which ten
(10) common shares have been validly issued, are outstanding and are fully paid
and non-assessable, and
(ii) an unlimited number of Preferred Shares, without par value, of which
none have been issued,
(d) GlobalNetCare is the sole shareholder of all of the issued and
outstanding shares in the capital of the Purchaser;
(e) the authorized capital of GlobalNetCare consists of 100,000,000 common
shares, without par value, of which 16,283,127 shares have been validly issued,
are outstanding and are fully paid and non-assessable as of May 26, 2000;
(f) the execution and delivery of this Agreement and the completion of the
transactions contemplated hereby has been duly and validly authorized by all
necessary corporate action on the part of each of the Purchaser and
GlobalNetCare, and this Agreement constitutes a legal, valid and binding
obligation of each of the Purchaser and GlobalNetCare enforceable in accordance
with its terms except as limited by laws of general application affecting the
rights of creditors;
(g) no consent, approval, order or authorization of, or registration,
declaration or filing with, any governmental authority is required by or with
respect to the
<PAGE>
Purchaser in connection with the execution and delivery of this Agreement by the
Purchaser or the consummation by the Purchaser of the transactions contemplated
hereby;
(h) no consent, approval, order or authorization of, or registration,
declaration or filing with, any governmental authority is required by or with
respect to GlobalNetCare in connection with the execution and delivery of this
Agreement by GlobalNetCare or the consummation by GlobalNetCare of the
transactions contemplated hereby, except for such consents, approvals, orders,
authorizations, registrations, declarations, qualifications or filings as may be
required by the National Association of Securities Dealers and under applicable
federal and state securities laws in connection with the transactions set forth
herein;
(i) other than set out on Schedule "I-1" hereto, there is no litigation,
proceeding or governmental investigation in progress, pending, threatened or
contemplated against or relating to the Purchaser or GlobalNetCare, the business
of the Purchaser, GlobalNetCare, or the transactions contemplated by this
Agreement;
(j) the Preferred Shares to be issued to the Vendors hereunder, the Special
Voting Shares if applicable, and the Exchange Shares to be issued on exchange of
the Preferred Shares, will, when issued, be validly issued, fully paid and
non-assessable;
(k) there are no orders ceasing or suspending trading in the securities of
GlobalNetCare and, to the best of the knowledge of GlobalNetCare, no proceedings
for this purpose have been instituted or are pending, contemplated or
threatened;
(l) on the Closing Date, GlobalNetCare shall have no financial liabilities
or outstanding indebtedness, except as is disclosed on the GlobalNetCare
Financial Statements (as defined herein);
(m) neither the Purchaser nor GlobalNetCare has any specific information
relating to GlobalNetCare or the Purchaser which is not generally known or which
has not been disclosed to the Companies or the Vendors and which if known could
reasonably be expected to have a material adverse effect on the value of the
Exchange Shares or Preferred Shares or on GlobalNetCare or the Purchaser as a
whole;
(n) neither GlobalNetCare nor the Purchaser have made any untrue statement
to the Companies or the Vendors nor has any of them failed to state a material
fact that is required to be stated or that is necessary to prevent a statement
that is made from being materially false or misleading in the circumstances in
which it was made;
(o) neither GlobalNetCare nor the Purchaser are aware of any infringement by
GlobalNetCare or the Purchaser of any registered patent, trademark or copyright;
<PAGE>
(p) each of the Purchaser and GlobalNetCare has had adequate opportunity to
obtain from representatives of the Companies such information, in addition to
the representations set forth in this Agreement, as is necessary to evaluate the
merits and risks of an investment in the Cor-Bit Shares and the Businessway
Shares and each of the Purchaser and GlobalNetCare has sufficient experience in
business, financial and investment matters to be able to evaluate the risks
involved in the acquisition of the Cor-Bit Shares and the Businessway Shares to
be issued to the Purchaser pursuant to the terms of this Agreement and to make
informed investment decisions with respect to such investment;
(q) other than as set forth on Schedule "K-1", no person has any agreement,
right, option or privilege, consensual or arising by law, present or future,
contingent or absolute, or capable of becoming an agreement, right or option:
(i) to require GlobalNetCare or the Purchaser to issue any further or other
shares in either of its respective capital or any other security convertible or
exchangeable into shares in either of its respective capital or to convert or
exchange any securities into or for shares in either of its respective capital,
(ii) for the issue or allotment of any of the authorized but unissued shares
in the capital of GlobalNetCare or the Purchaser,
(iii) to require GlobalNetCare or the Purchaser to purchase, redeem or
otherwise acquire any of the issued and outstanding shares in either the capital
of GlobalNetCare or the Purchaser,
(iv) to purchase or otherwise acquire any shares in the capital of either
GlobalNetCare or the Purchaser, or
(v) which is capable of becoming an agreement for the acquisition of any of
the material assets of either GlobalNetCare or the Purchaser;
(r) each of the Purchaser and GlobalNetCare is registered to carry on
business in all jurisdictions in which it currently carries on business;
(s) the making of this Agreement and the completion of the transactions
contemplated hereby and the performance of and compliance with the terms hereof
does not and will not:
(i) conflict with or result in a breach of or violate any of the terms,
conditions, or provisions of the constating documents of either GlobalNetCare or
the Purchaser,
(ii) conflict with or result in a breach of or violate any of the terms,
conditions or provisions of any law, judgment, order, injunction, decree,
regulation or ruling of any court or governmental authority, domestic or
foreign, to which any of GlobalNetCare or the Purchaser are subject or
constitute or
<PAGE>
result in a default under any agreement, contract or commitment to which any of
GlobalNetCare or the Purchaser are a party,
(iii) subject to obtaining any necessary consents of applicable regulatory
authorities, give to any person any remedy, cause of action, right of
termination, cancellation or acceleration in or with respect to any agreement,
contract, or commitment to which GlobalNetCare or the Purchaser, as the case may
be, is a party,
(iv) give to any government or governmental authority, including any
governmental department, commission, bureau, board, or administrative agency any
right of termination, cancellation, or suspension of, or constitute a breach of
or result in a default under any permit, license, control, or authority issued
to any of the entities and which is necessary or desirable in connection with
the conduct and operation of the business of each of the Purchaser or
GlobalNetCare as currently conducted, or
(v) subject to obtaining any necessary consents of applicable regulatory
authorities, constitute a default by GlobalNetCare or the Purchaser or an event
which, with the giving of notice or lapse of time or both, might constitute an
event of default or non-observance under any agreement, contract, indenture or
other instrument relating to any indebtedness of GlobalNetCare or the Purchaser
which would give any person the right to accelerate the maturity for the payment
of any amount payable under that agreement, contract, indenture, or other
instrument;
(t) the financial statements of GlobalNetCare for the year ending December
31, 1999 and for the period ending March 31, 2000 attached as Schedule "G-2"
hereto (the "GlobalNetCare Financial Statements") were prepared in accordance
with United States generally accepted accounting principles applied on a basis
consistent with prior reporting periods, are true and correct in every material
respect and present fairly and accurately the financial condition and position
of GlobalNetCare as at the date thereof and the results of the operations of
GlobalNetCare;
(u) GlobalNetCare has good and marketable title to all of its respective
assets as listed in Schedules "H-1", and such assets are free and clear of any
financial encumbrances not disclosed in the financial statements of
GlobalNetCare;
(v) GlobalNetCare has not guaranteed, or agreed to guarantee, any
indebtedness or other obligation of any person except as described in the
GlobalNetCare Financial Statements;
(w) the Purchaser has not guaranteed, or agreed to guarantee, any
indebtedness or other obligation of any person;
(x) the corporate records of GlobalNetCare and the Purchaser, as required to
be maintained by it under its respective statute of incorporation and constating
documents, are accurate, complete and up-to-date in all material respects and
all
<PAGE>
material transactions of GlobalNetCare and the Purchaser have been promptly and
properly recorded in each of its books or filed with its records;
(y) each of the Purchaser and GlobalNetCare holds all permits, licenses,
consents and authorizations issued by any governmental authority which are
necessary in connection with the operation of each of its business and the
ownership of each of its assets;
(z) each of the Purchaser and GlobalNetCare has filed all necessary tax
returns and in all jurisdictions required to be filed by it, all returns
affecting workers compensation with the appropriate agency, incorporation
capital tax returns, if required, and any other material reports and information
required to be filed by GlobalNetCare or the Purchaser with any governmental
authority;
(aa) each of the Purchaser and GlobalNetCare has paid all income, sales and
capital taxes payable by either of them as when and due; each of the Purchaser
and GlobalNetCare has withheld and remitted to tax collection authorities such
taxes as are required by law to be withheld and remitted as and when due; each
of the Purchaser and GlobalNetCare has paid all instalments of corporate taxes
due and payable, and there is not presently outstanding nor does GlobalNetCare
or the Purchaser expect to receive any notice of reassessment from any
applicable tax collecting authority;
(bb) other than as disclosed in Schedule "J-1", GlobalNetCare has no
outstanding material contractual obligations whatsoever relating to or affecting
the conduct of its businesses or any of its assets or for the purchase, sale or
leasing of any assets other than those contracts entered into by GlobalNetCare
in the course of its normal and ordinary day to day business;
(cc) other than as disclosed in Schedule "J-1" there are no management
contracts or consulting contracts to which GlobalNetCare is a party or by which
it is bound, and save and except as disclosed in the GlobalNetCare Financial
Statements, no amount is payable or has been agreed to be paid by GlobalNetCare
to any person as remuneration, pension, bonus, share of profits or other similar
benefit and no director, officer or member, or former director, officer or
member, of GlobalNetCare, nor any associate or affiliate of any such person, has
any claim of any nature against, or indebted to, GlobalNetCare;
(dd) other than as disclosed in Schedule "J-1", the Purchaser has no
outstanding material contractual obligations whatsoever relating to or affecting
the conduct of its businesses or any of its assets or for the purchase, sale or
leasing of any assets other than those contracts entered into by the Purchaser
in the course of its normal and ordinary day to day business;
(ee) other than as disclosed in Schedule "J-1" there are no management
contracts or consulting contracts to which the Purchaser is a party or by which
it is bound, and save and except as disclosed in the Purchaser's Financial
Statements, no amount
<PAGE>
is payable or has been agreed to be paid by the Purchaser to any person as
remuneration, pension, bonus, share of profits or other similar benefit and no
director, officer or member, or former director, officer or member, of the
Purchaser, nor any associate or affiliate of any such person, has any claim of
any nature against, or indebted to, the Purchaser;
(ff) there has been no material adverse change in financial condition and
position of GlobalNetCare and no damage, loss, destruction or other change in
circumstances materially affecting the business, property or assets of
GlobalNetCare or its right or capacity to carry on business since the dates of
the GlobalNetCare Financial Statements;
(gg) GlobalNetCare has not waived or surrendered any right of substantial
value and has not made any gift of money or of any property or assets;
(hh) each of the Purchaser and GlobalNetCare understands and agrees that
none of the Cor-Bit Shares or the Businessway Shares have been or will be
registered under the 1933 Act, or under any state securities or "blue sky" laws
of any state of the United States, and, unless so registered, may not be offered
or sold in the United States, or, directly or indirectly, to U.S. Persons,
pursuant to an effective registration statement under the 1933 Act, or pursuant
to an exemption from, or in a transaction not subject to, the registration
requirements of the 1933 Act and in each case only in accordance with applicable
state securities laws;
(ii) each of the Purchaser and GlobalNetCare acknowledges that it has not
acquired the Cor-Bit Shares or the Businessway Shares as a result of, and will
not themselves engage in, any "directed selling efforts" (as defined in
Regulation S under the 1933 Act) in the United States in respect of any of the
Cor-Bit Shares or the Businessway Shares which would include any activities
undertaken for the purpose of, or that could reasonably be expected to have the
effect of, conditioning the market in the United States for the resale of any of
the Cor-Bit Shares or the Businessway Shares; and
(jj) each of the Purchaser and GlobalNetCare understands and agrees that
offers and sales of any of the Cor-Bit Shares or the Businessway Shares prior to
the expiration of a period of one year after the date of issuance of any such
shares shall only be made in compliance with the safe harbour provisions set
forth in Regulation S, pursuant to the registration provisions of the 1933 Act
or an exemption therefrom, and that all offers and sales after such one year
period shall be made only in compliance with the registration provisions of the
1933 Act or an exemption therefrom and in each case only in accordance with
applicable state securities laws.
10. COVENANTS
10.1 Between the execution date and the Closing Date, the Majority Vendors:
<PAGE>
(a) will cause the Companies to afford to the Purchaser, GlobalNetCare and
their respective authorized representatives access during normal business hours
to all properties, books, contracts, commitments, records of the Companies and
furnish such copies (certified if requested) thereof and other information as
such parties may reasonably request, and to permit the Purchaser, GlobalNetCare
and their respective authorized representatives to make such audit of the books
of account of the Companies as the Purchaser or GlobalNetCare may reasonably see
fit;
(b) will diligently take all reasonable steps to obtain, prior to the
Closing Date, all consents and approvals required to complete the transactions
contemplated herein in accordance with the terms and conditions hereof and give
such assurances as may be required in the reasonable opinion of the Purchaser's
and GlobalNetCare's counsel for more perfectly consummating the transaction
contemplated hereby and referenced herein;
(c) will cause the Companies to conduct their business and affairs
diligently and only in the ordinary course, and preserve and maintain the assets
and goodwill of the Companies;
(d) will not sell or otherwise in any way alienate or dispose of or encumber
any of the Companies' assets;
(e) will cause the Companies to maintain insurance coverage of the scope and
in the amounts presently held; and
(f) will not permit the Companies to make or agree to make any payment to
any director, officer, employee or agent of the Companies except in the ordinary
course of business and at the regular rates of salary and commission for such
person or as reasonable reimbursement for expenses incurred by such person in
connection with the Companies.
10.2 Between the execution date and the Closing Date, the Purchaser and
GlobalNetCare shall:
(a) cause to be reserved for issuance that number of shares of common stock
of GlobalNetCare as are equal in number to the Preferred Shares, and take such
steps as shall be necessary to increase its authorized shares of common stock
(the "Authorized Common Share Capital") so as to allow for the issuance of the
Exchange Shares; and
(b) take all such steps as soon as practicable to create the Special Voting
Shares, being a class of shares in the capital of GlobalNetCare having voting
rights and no other rights and restrictions and to cause to be issued to the
Vendors that number of Special Voting Shares as are equal to the number of
Preferred Shares.
<PAGE>
11. NON-MERGER
11.1 Except as otherwise provided in Section 11 of this Agreement. The
representations, warranties, covenants and agreements of Cor-Bit, Businessway,
the Majority Vendors and the Vendors contained herein and those contained in the
documents and instruments delivered pursuant hereto will be true at and as of
the Closing Date as though made at the Closing Date and will survive the Closing
Date for a period ending 24 months after Closing Date, and notwithstanding the
completion of the transactions herein contemplated, the waiver of any condition
contained herein (unless such waiver expressly releases each of Cor-Bit,
Businessway, the Majority Vendors and the Vendors of such representation,
warranty, covenant or agreement), or any investigation by the Purchaser or
GlobalNetCare, the same will remain in full force and effect for the said same
24 month period after the Closing Date. The representations, warranties,
covenants and agreements of Cor-Bit, Businessway, the Majority Vendors and the
Vendors contained herein related to financial and tax matters will be true at
and as of the Closing Date as though made at the Closing Date and will survive
the Closing Date for a period of five years after the Closing Date.
11.2 The representations, warranties, covenants and agreements of the
Purchaser and GlobalNetCare contained herein and those contained in the
documents and instruments delivered pursuant hereto will be true at and as of
the Closing Date as though made at the Closing Date and will survive the Closing
Date for a period ending 24 months after the Closing Date, and notwithstanding
the completion of the transactions herein contemplated, the waiver of any
condition contained herein (unless such waiver expressly releases each of the
Purchaser and GlobalNetCare of such representation, warranty, covenant or
agreement), or any investigation by the Companies or the Majority Vendors, the
same will remain in full force and effect for the said same 24 month period
after the Closing Date. The representations, warranties, covenants and
agreements of the Purchaser and GlobalNetCare contained herein related to
financial and tax matters will be true at and as of the Closing Date as though
made at the Closing Date and will survive the Closing Date for a period of five
years after the Closing Date.
12. CONFIDENTIALITY
12.1 Each party agrees that all information provided to it by another party
(collectively "Confidential Information") shall be held in complete confidence
by it and by its advisors and representatives and shall not, without the prior
written consent of that other party, be disclosed to any other person, nor used
for any other purpose, other than in connection with the evaluation, negotiation
and finalization of the transactions contemplated herein. However, a party's
obligation does not apply to Confidential Information:
(a) which is generally available to third parties (unless available as a
result of a breach of this Agreement);
(b) which is lawfully in the possession of a party and which was not
acquired directly or indirectly from another party; or
(c) the disclosure of which is required by any applicable law or by any
supervisory or regulatory body to whose rules a party is subject.
<PAGE>
13. CONDITIONS PRECEDENT
13.1 The obligations of the Purchaser and GlobalNetCare to consummate the
transactions herein contemplated are subject to the fulfilment of each of the
following conditions at the times stipulated:
(a) this Agreement and the purchase of the Cor-Bit Shares and the
Businessway Shares has been approved by the board of directors of each of
Cor-Bit and Businessway on or before the Closing Date;
(b) the acknowledgements, representations and warranties of the Majority
Vendors, the Vendors, Cor-Bit and Businessway contained herein are true and
correct in all respects at and as of the Closing Date except as may be in
writing disclosed to and approved by each of the Purchaser and GlobalNetCare;
(c) all covenants, agreements and obligations hereunder on the part of the
Vendors, Cor-Bit and Businessway to be performed or complied with at or prior to
the Closing Date, including the Majority Vendors', the Vendors', Cor-Bit's and
Businessway's obligations to deliver the documents and instruments herein
provided for, have been performed and complied with at and as of the Closing;
(d) between the date hereof and the Closing Date, the Companies shall not
have experienced any event, circumstance or condition or have taken any action
or become subject to any action of any character adversely affecting the
Companies, materially reducing the value of the Companies or materially reducing
the value of either the Cor-Bit Shares or the Businessway Shares;
(e) on or before the Closing Date, no federal, state, provincial, regional
or municipal government of any country applicable to the Companies and its
business or any agency thereof will have enacted any statute or regulation,
announced any policy or taken any action that will materially and adversely
affect the Companies;
(f) on or before the Closing Date, counsel for the Purchaser and
GlobalNetCare shall have performed a due diligence review of the respective
Companies and their affairs, and the Purchaser and GlobalNetCare shall be
satisfied in its sole discretion as to the operations of the Companies after
completion of its due diligence investigation thereof;
(g) the Companies shall have completed financing by way of a private
placement pursuant to which a minimum of CDN$1,000,000 will have been raised;
and
(h) no action, suit or proceeding concerning the Companies will be pending
or threatened by or before any court of competent jurisdiction or governmental
entity wherein an unfavourable judgment, order, decree, stipulation or
injunction would affect materially and adversely the Companies, and no such
judgment, order, decree stipulation or injunction will be in effect.
<PAGE>
13.2 The conditions set forth in Section 13.1 are for the exclusive benefit
of the Purchaser and GlobalNetCare and may be waived by the Purchaser and
GlobalNetCare in writing in whole or in part at any time.
13.3 The obligations of the Vendors and the Companies to consummate the
transactions herein contemplated are subject to the fulfilment of each of the
following conditions at the times stipulated:
(a) this Agreement and the sale of the Preferred Shares, the Exchange Shares
and the Special Voting Shares have been approved by each of the boards of
directors of the Purchaser or GlobalNetCare on or before the Closing Date;
(b) GlobalNetCare shall have amended its articles to increase the Authorized
Common Share Capital and create for issuance the Special Voting Shares, in
accordance with the provisions of Florida law governing corporations in respect
of shareholder consent and in accordance with notice and filing provisions of
applicable securities laws;
(c) the representations and warranties of the Purchaser and GlobalNetCare
contained herein are true and correct in all material respects at and as of the
Closing Date except as may be in writing disclosed to and approved by the
Majority Vendors, the Fondaction, Cor-Bit and Businessway;
(d) all covenants, agreements and obligations hereunder on the part of the
Purchaser and GlobalNetCare to be performed or complied with at or prior to the
Closing Date, including in particular the Purchaser's and GlobalNetCare's
obligations to deliver the documents and instruments herein provided for, have
been performed and complied with as at the Closing Date;
(e) between the date hereof and the Closing Date, the Purchaser has not
experienced any event, circumstance or condition or has taken any action or
become subject to any action of any character adversely affecting the Purchaser,
materially reducing the value of the Purchaser, or materially reducing the value
of the Preferred Shares;
(f) between December 31, 1999 and the Closing Date, GlobalNetCare has not
experienced any event, circumstance or condition or has taken any action or
become subject to any action of any character adversely affecting GlobalNetCare,
materially reducing the value of GlobalNetCare, or materially reducing the value
of the Exchange Shares;
(g) on or before the Closing Date, counsel for the Majority Vendors', and
the Companies shall have performed a due diligence review of the Purchaser and
GlobalNetCare, and the Vendors and the Companies shall be satisfied in their
sole discretion as to the state of the business assets and the operations of the
Purchaser after completion of their due diligence investigation thereof; and
<PAGE>
(h) on or before 12:00 p.m. local Montreal time on July 4, 2000, counsel for
the Fondaction shall have performed a review of this Agreement and shall be
satisfied as to the terms of this Agreement after completion of their review
thereof.
13.4 The conditions set forth in Section 13.3 are for the exclusive benefit
of the Vendors and the Companies and may be waived by the Vendors and the
Companies in whole or in part at any time.
13.5 The respective obligations of each party to this Agreement to
consummate the transactions herein contemplated are subject to all consents,
approvals, authorizations, waivers and orders of any regulatory authorities,
shareholders or third parties required or necessary or desirable for the
completion of the transactions contemplated herein having been obtained or
received by the Companies, the Vendors, the Majority Vendors, the Purchaser and
GlobalNetCare.
13.6 GlobalNetCare hereby undertakes to issue the Exchange Shares as
retraction or redemption of the Preferred Shares occurs in accordance with the
Call Option Agreement.
14. PRE-CLOSING MATTERS
14.1 The Purchaser acknowledges that Businessway will transfer certain of
its assets of Businessway prior to Closing Date, and the assets of Businessway
as of the Closing Date will consist of the assets set forth on Schedule "C-2".
14.2 GlobalNetCare shall have amended its articles to increase the
Authorized Common Share Capital and create for issuance the Special Voting
Shares, in accordance with the provisions of Florida law governing corporations
in respect of shareholder consent and in accordance with notice and filing
provisions of applicable securities laws.
14.3 The Companies shall have completed financing arrangements with the
Fondaction relating to an investment by the Fondaction in Cor-Bit.
15. TRANSACTIONS OF THE VENDORS AT THE CLOSING
15.1 At the Closing, the Vendors, the Majority Vendors and the Companies
will execute and deliver or cause to be executed and delivered all documents,
instruments, resolutions and share certificates as are necessary to effectively
transfer and assign the Cor-Bit Shares and the Businessway Shares to the
Purchaser, free and clear of all liens, including the following:
(a) certified copies of resolutions of the directors of the Companies
authorizing the exchange of the Cor-Bit Shares and the Businessway Shares;
(b) executed copies of this Agreement;
(c) share certificates representing the Cor-Bit Shares and the Businessway
Shares in the name of the Vendors duly endorsed for transfer;
<PAGE>
(d) all corporate records and books of account of the Companies including,
minute books, share register books, share certificate books and annual reports;
(e) the corporate seals of the Companies if any;
(f) releases, in form and substance satisfactory to the Purchaser and
GlobalNetCare, acting reasonably, executed by the Majority Vendors in favour of
the Companies releasing the Companies from any and all manner of actions, causes
of action, suits, proceedings, debts, dues, profits, expenses, contracts,
damages, claims, demands and liabilities whatsoever, in law or equity, which the
Majority Vendors ever had, now has, or may have against either of the Companies
for or by reason of any matter, cause or thing whatsoever done or omitted to be
done by the Majority Vendors up to the Closing Date other than in respect of
obligations of the Companies to the Majority Vendors arising in respect of:
(i) earned but unpaid salary and unpaid benefits for the then current pay
period, and
(ii) any obligations pursuant to indemnities granted to the Majority Vendors
by the Companies in connection with acts as a director of the Companies provided
that such indemnities shall be ineffective in respect of any act or omission
which would constitute a default or breach pursuant to this Agreement or which
render any representation or warranty given hereunder untrue or inaccurate;
(g) a closing warranty and certificate from the Majority Vendors and the
Companies confirming that the conditions to be satisfied by the Vendors, the
Majority Vendors and the Companies, unless waived, set out in Section 13.3 have
been satisfied at the Closing Date and that all representations and warranties
of the Majority Vendors, the Vendors and the Companies contained in this
Agreement are true at and as of the Closing Date;
(h) an opinion of the Majority Vendors' and the Companies' solicitors
addressed to the Purchaser and GlobalNetCare and their respective solicitors in
a form reasonably satisfactory to such solicitors to the effect that:
(i) each of the Companies has been duly incorporated and are validly
existing as corporations in good standing under the laws of their respective
jurisdictions of incorporation,
(ii) the authorized and issued share capital of the Companies are as
represented and warranted in this Agreement,
(iii) such counsel is not aware of any litigation, proceedings or
investigations pending or threatened against either of the Companies not
disclosed in this Agreement, and
<PAGE>
(iv) all necessary approvals from the Companies have been obtained and are
in full force and effect with respect to the transfer of the Cor-Bit Shares and
the Businessway Shares to the Purchaser as contemplated herein;
(i) a Call Option Agreement in the form attached as Schedule "C" hereto,
duly executed by the Vendors; and
(j) all such other documents and instruments as the Purchaser's and
GlobalNetCare's solicitors may reasonably require.
16. TRANSACTIONS OF THE PURCHASER AND GLOBALNETCARE AT THE CLOSING
16.1 The Purchaser and GlobalNetCare will deliver the following on or before
the Closing Date:
(a) certificates representing the Preferred Shares registered in the names
of the Vendors;
(b) certificates representing the Special Voting Shares registered in the
names of the Vendors;
(c) executed copies of this Agreement;
(d) a Closing Warranty and Certificate from the Purchaser and GlobalNetCare
confirming that the conditions to be satisfied by the Purchaser and
GlobalNetCare, unless waived, set out in Section 13.1 have been satisfied at the
Closing and that all representations and warranties of the Purchaser and
GlobalNetCare contained in this Agreement are true at and as of the Closing
Date;
(e) an opinion of the Purchaser's and GlobalNetCare's solicitors addressed
to the Majority Vendors, the Fondaction, Cor-Bit and Businessway and their
respective solicitors in a form reasonably satisfactory to such solicitors to
the effect that:
(i) each of the Purchaser and GlobalNetCare has been duly incorporated and
are validly existing as corporations in good standing under the laws of their
respective jurisdictions of incorporation;
(ii) the authorized and issued share capital of each of the Purchaser and
GlobalNetCare is as represented and warranted in this Agreement;
(iii) such counsel is not aware of any litigation, proceedings or
investigations pending or threatened against either the Purchaser or
GlobalNetCare not disclosed in this Agreement; and
(iv) all necessary approvals from each of the Purchaser and GlobalNetCare
has been obtained and are in full force and effect with respect to the
allotment,
<PAGE>
creation and issuance of the Preferred Shares, the Exchange Shares and the
Special Voting Shares as contemplated herein;
(f) resignations and releases in writing of the directors and officers of
GlobalNetCare, to be effective upon the Closing Date;
(g) certified copies of the resolutions of the directors of the Purchaser
authorizing the issuance of the Preferred Shares to the Vendors;
(h) certified copies of the resolutions of the directors of the Purchaser
and GlobalNetCare approving this Agreement;
(i) releases, in form and substance satisfactory to Cor-Bit and Businessway,
acting reasonably, executed by the GlobalNetCare Principals in favour of
GlobalNetCare releasing GlobalNetCare from any and all manner of actions, causes
of action, suits, proceedings, debts, dues, profits, expenses, contracts,
damages, claims, demands and liabilities whatsoever, in law or equity, which the
GlobalNetCare Principals ever had, now have, or may have against GlobalNetCare
or the Purchaser for or by reason of any matter, cause or thing whatsoever done
or omitted to be done by the GlobalNetCare Principals up to the Closing Date
other than in respect of obligations of GlobalNetCare to the GlobalNetCare
Principals arising in respect of:
(i) earned but unpaid salary and unpaid benefits for the then current pay
period, and
(ii) any obligations pursuant to indemnities granted to the GlobalNetCare
Principals by GlobalNetCare in connection with acts as directors or officers of
GlobalNetCare provided that such indemnities shall be ineffective in respect of
any act or omission which would constitute a default or breach pursuant to this
Agreement or which render any representation or warranty given hereunder untrue
or inaccurate; and
(j) all such other documents and instruments as the Vendors' solicitors may
reasonably require.
17. TIME OF THE ESSENCE
17.1 Time is of the essence of this Agreement.
18. FURTHER ASSURANCES
18.1 The parties will execute and deliver all such further documents and
instruments and do all such acts and things as may be reasonably necessary or
required to carry out the full intent and meaning of this Agreement and to
effect the transactions contemplated by this Agreement.
<PAGE>
19. SUCCESSORS AND ASSIGNS
19.1 This Agreement will enure to the benefit of and be binding upon the
parties hereto and their respective heirs, executors, administrators, successors
and permitted assigns. This Agreement may not be assigned by a party hereto
without the prior written consent of the other parties.
20. COUNTERPARTS
20.1 This Agreement may be executed in several counterparts and by fax
transmission, each of which will be deemed to be an original and all of which
will together constitute one and the same instrument.
21. NOTICE
21.1 Any notice required or permitted to be given under this Agreement will
be validly given if in writing and delivered or sent by pre-paid registered mail
or facsimile transmission, to the following addresses:
(a) If to the Vendors or the Companies:
117 Gun Avenue
Pointe Claire, Quebec
H94 3X2
Attention: Faris Heddo
with a copy to:
2001 University, Suite 1525
Montreal, Quebec
H3A 2A6
Atttention: Marc Champagne
Fax: (514) 843-8440
(b) If to the Purchaser or GlobalNetCare:
Suite 204
65 Brunswick
Dollard Des Ormeaux
Quebec H3A 3H3
Attention: Harvey Laloch
with a copy to:
<PAGE>
CLARK, WILSON
Barristers and Solicitors
800 - 885 West Georgia Street
Vancouver, British Columbia
V6C 3H1
Attention: Virgil Z. Hlus
Fax: (604) 687-6314
or to such other address as any party may specify in writing to the other
parties.
21.2 Any notice delivered on a business day or sent by facsimile
transmission will be deemed conclusively to have been effectively given on the
date notice was delivered or sent by facsimile transmission.
21.3 Any notice sent by prepaid registered mail will be deemed conclusively
to have been effectively given on the third business day after posting; but if
at the time of posting or between the time of posting and the third business day
thereafter there is a labour disturbance affecting postal service, then the
notice will not be effectively given until actually delivered.
22. ASSIGNMENT
22.1 The Purchaser and each of the Companies acknowledge that the Vendors'
Shares may be transferred by the Vendors prior to Closing in connection with
certain tax planning and in this regard the Purchaser, GlobalNetCare and the
Companies hereby consent to an assignment by the Vendors of any or all of its
interests under this Agreement to one or more affiliates or associates of the
Vendors, as those terms are defined in the Canada Business Corporations Act.
23. ENTIRE AGREEMENT
23.1 This Agreement contains the sole and entire agreement between the
parties and any modifications must be in writing and signed by each party. The
parties will in good faith investigate and negotiate the most tax effective
method of carrying out the intentions of this Agreement.
24. TENDER
24.1 Tender may be made upon the Vendors or Purchaser or upon the
Purchaser's Solicitors and money may be tendered by cheque certified by a
chartered bank or by electronic wire transfer.
<PAGE>
25. PROPER LAW
25.1 This Agreement will be governed by and construed in accordance with the
province of the laws of the Province of Quebec and the laws of Canada applicable
therein and the parties will attorn to the Courts thereof.
IN WITNESS WHEREOF the parties have caused this Agreement to be executed and
delivered this _______ day of __________________, 2000.
3739007 CANADA LTD.
Per: /s/ Nick Pedafronimos
Nick Pedafronimos
Per: /s/ Harvey Lalach
Harvey Lalach
Per: /s/ Patrick Power
Patrick Power
COR-BIT PERIPHERAL INC.
Per: /s/ Michele Scott
Michele Scott
BUSINESSWAY COMPUTER CENTRE, INC.
Per: /s/ Faris Heddo
Faris Heddo
GLOBALNETCARE INC.
Per: /s/ Nick Pedafronimos
Nick Pedafronimos
Per: /s/ Harvey Lalach
Harvey Lalach
Per: /s/ Patrick Power
Patrick Power
<PAGE>
TRASTEW HOLDINGS LTD.
Per: /s/ signed
Authorized Signatory
2842-2053 QUEBEC INC.
Per: /s/ signed
Authorized Signatory
<TABLE>
<CAPTION>
<S> <C>
SIGNED, SEALED and DELIVERED by MICHAEL ANDREATOS in the presence of: )
/s/ signed )
Signature ) /s/ Debbie Andreatos (as per power of attorney)
Print Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ) Michael Andreatos
Address. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . )
Occupation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . )
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
SIGNED, SEALED and DELIVERED by AGGY GINOU in the presence of: )
/s/ signed )
Signature ) /s/ Abby Ginou
Print Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ) Abby Ginou
Address. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . )
Occupation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . )
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
SIGNED, SEALED and DELIVERED by JEAN-JACQUES AUGER in the presence of: )
/s/ signed )
Signature ) /s/ Jean-Jacques Auger
Print Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ) Jean-Jacques Auger
Address. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . )
Occupation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . )
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
SIGNED, SEALED and DELIVERED by RITA BAGHDASSARIAN in the presence of: )
/s/ signed )
Signature ) /s/ Rita Baghdassarian
Print Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ) Rita Baghdassarian
Address. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . )
Occupation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . )
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
SIGNED, SEALED and DELIVERED by FRANCESCO CANNELLA in the presence of: )
/s/ signed )
Signature ) /s/ Francesco Cannella
Print Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ) Francesco Cannella
Address. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . )
Occupation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . )
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
SIGNED, SEALED and DELIVERED by MARC CHAMPAGNE in the presence of: )
/s/ signed )
Signature ) /s/ Marc Champagen
Print Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ) Marc Champagne
Address. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . )
Occupation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . )
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
SIGNED, SEALED and DELIVERED by TAK LEE CHANG in the presence of: )
/s/ signed )
Signature ) /s/ Tak Lee Chang
Print Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ) Tak Lee Chang
Address. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . )
Occupation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . )
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
SIGNED, SEALED and DELIVERED by YUNG HANG CHANG in the presence of: )
/s/ signed )
Signature ) /s/ Yung Hang Chang
Print Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ) Yung Hang Chang
Address. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . )
Occupation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . )
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
SIGNED, SEALED and DELIVERED by JADE CHAN CHANG in the presence of: )
/s/ signed )
Signature ) /s/ Jade Chan Chang
Print Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ) Jade Chan Chang
Address. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . )
Occupation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . )
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
SIGNED, SEALED and DELIVERED by CARMINE DIZZAZZO in the presence of: )
/s/ signed )
Signature ) /s/ Carmine Dizzazzo
Print Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ) Carmine Dizzazzo
Address. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . )
Occupation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . )
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
SIGNED, SEALED and DELIVERED by ROGER DOUCET in the presence of: )
/s/ signed )
Signature ) /s/ Roger Doucet
Print Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ) Roger Doucet
Address. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . )
Occupation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . )
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
SIGNED, SEALED and DELIVERED by LOUIS FLEISCHER in the presence of: )
/s/ signed )
Signature ) /s/ Louis Fleischer
Print Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ) Louis Fleischer
Address. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . )
Occupation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . )
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
SIGNED, SEALED and DELIVERED by GEORGE GARABEDIAN in the presence of: )
/s/ signed )
Signature ) /s/ George Garabedian
Print Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ) George Garabedian
Address. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . )
Occupation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . )
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
SIGNED, SEALED and DELIVERED by DAVID GOTTLIEB in the presence of: )
/s/ signed )
Signature ) /s/ David Gottlieb
Print Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ) David Gottlieb
Address. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . )
Occupation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . )
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
SIGNED, SEALED and DELIVERED by MIKE HALIVELAKIS in the presence of: )
/s/ signed )
Signature ) /s/ Mike Halivelakis
Print Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ) Mike Halivelakis
Address. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . )
Occupation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . )
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
SIGNED, SEALED and DELIVERED by RENE HAMEL in the presence of: )
/s/ signed )
Signature ) /s/ Rene Hamel
Print Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ) Rene Hamel
Address. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . )
Occupation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . )
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
SIGNED, SEALED and DELIVERED by FARIS HEDDO in the presence of: )
/s/ signed )
Signature ) /s/ Faris Heddo
Print Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ) Faris Heddo
Address. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . )
Occupation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . )
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
SIGNED, SEALED and DELIVERED by JAN HULAK in the presence of: )
/s/ signed )
Signature ) /s/ Jan Hulak
Print Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ) Jan Hulak
Address. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . )
Occupation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . )
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
SIGNED, SEALED and DELIVERED by GIACOMO INDRI in the presence of: )
/s/ signed )
Signature ) /s/ Giacomo Indri
Print Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ) Giacomo Indri
Address. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . )
Occupation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . )
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
SIGNED, SEALED and DELIVERED by KAREL KRO in the presence of: )
/s/ signed )
Signature ) /s/ Karel Kro
Print Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ) Karel Kro
Address. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . )
Occupation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . )
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
SIGNED, SEALED and DELIVERED by RAYNALD LAVOIE in the presence of: )
/s/ signed )
Signature ) /s/ Raynald Lavoie
Print Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ) Raynald Lavoie
Address. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . )
Occupation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . )
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
SIGNED, SEALED and DELIVERED by ROBERT LAWAND in the presence of: )
/s/ signed )
Signature ) /s/ Robert Lawand
Print Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ) Robert Lawand
Address. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . )
Occupation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . )
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
SIGNED, SEALED and DELIVERED by HUBERT LAVASSEUR in the presence of: )
/s/ signed )
Signature ) /s/ Hubert Lavasseur
Print Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ) Hubert Lacasseur
Address. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . )
Occupation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . )
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
SIGNED, SEALED and DELIVERED by EHAB LOFTI in the presence of: )
/s/ signed )
Signature ) /s/ Ehab Lofti
Print Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ) Ehab Lofti
Address. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . )
Occupation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . )
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
SIGNED, SEALED and DELIVERED by ANTONIO MARTINO in the presence of: )
/s/ signed )
Signature ) /s/ Antonio Martino
Print Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ) Antonio Martino
Address. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . )
Occupation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . )
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
SIGNED, SEALED and DELIVERED by MARIE MARZOUMANIAN in the presence of: )
/s/ signed )
Signature ) /s/ Marie Marzoumanian
Print Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ) Marie Marzoumanian
Address. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . )
Occupation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . )
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
SIGNED, SEALED and DELIVERED by HARRY MICHALOPOULOS in the presence of: )
/s/ signed )
Signature ) /s/ Harry Michalopoulos
Print Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ) Harry Michalopoulos
Address. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . )
Occupation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . )
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
SIGNED, SEALED and DELIVERED by NELLY MOUSSA in the presence of: )
/s/ signed )
Signature ) /s/ Nelly Moussa
Print Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ) Nelly Moussa
Address. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . )
Occupation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . )
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
SIGNED, SEALED and DELIVERED by SANTE NARDOZI in the presence of: )
/s/ signed )
Signature ) /s/ Sante Nardozi
Print Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ) Sante Nardozi
Address. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . )
Occupation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . )
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
SIGNED, SEALED and DELIVERED by ANTOINE NEHME in the presence of: )
/s/ signed )
Signature ) /s/ Antoine Nehme
Print Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ) Antoine Nehme
Address. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . )
Occupation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . )
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
SIGNED, SEALED and DELIVERED by GEORGE NEHME in the presence of: )
/s/ signed )
Signature ) /s/ George Nehme
Print Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ) George Nehme
Address. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . )
Occupation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . )
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
SIGNED, SEALED and DELIVERED by MICHAEL NELSON in the presence of: )
/s/ signed )
Signature ) /s/ Michael Nelson
Print Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ) Michael Nelson
Address. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . )
Occupation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . )
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
SIGNED, SEALED and DELIVERED by ANNE PONNIAH in the presence of: )
/s/ signed )
Signature ) /s/ Anne Ponniah
Print Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ) Anne Ponniah
Address. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . )
Occupation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . )
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
SIGNED, SEALED and DELIVERED by MARIE REDA in the presence of: )
/s/ signed )
Signature ) /s/ Marie Reda
Print Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ) Marie Reda
Address. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . )
Occupation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . )
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
SIGNED, SEALED and DELIVERED by CLAUDE ROBILLARD in the presence of: )
/s/ signed )
Signature ) /s/ Claude Robillard
Print Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ) Claude Robillard
Address. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . )
Occupation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . )
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
SIGNED, SEALED and DELIVERED by BEDROS SARKISSIAN in the presence of: )
/s/ signed )
Signature ) /s/ Bedros Sarkissian
Print Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ) Bedros Sarkissian
Address. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . )
Occupation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . )
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
SIGNED, SEALED and DELIVERED by DENNY SARKISSIAN in the presence of: )
/s/ signed )
Signature ) /s/ Denny Sarkissian
Print Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ) Denny Sarkissian
Address. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . )
Occupation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . )
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
SIGNED, SEALED and DELIVERED by DR. A.J. SCARLAT in the presence of: )
/s/ signed )
Signature ) /s/ Dr. A.J. Scarlat
Print Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ) Dr. A.J. Scarlat
Address. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . )
Occupation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . )
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
SIGNED, SEALED and DELIVERED by LILIANE SCOTT in the presence of: )
/s/ signed )
Signature ) /s/ Liliane Scott
Print Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ) Liliane Scott
Address. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . )
Occupation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . )
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
SIGNED, SEALED and DELIVERED by WILBROOD SCOTT in the presence of: )
/s/ signed )
Signature ) /s/ Wilbrood Scott
Print Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ) Wilbrood Scott
Address. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . )
Occupation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . )
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
SIGNED, SEALED and DELIVERED by MARGARET SHAEFER in the presence of: )
/s/ signed )
Signature ) /s/ Margaret Shaefer
Print Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ) Margaret Shaefer
Address. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . )
Occupation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . )
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
SIGNED, SEALED and DELIVERED by WILBROOD SCOTT in the presence of: )
/s/ signed )
Signature ) /s/ Wilbrood Scott
Print Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ) Wilbrood Scott
Address. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . )
Occupation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . )
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
SIGNED, SEALED and DELIVERED by CYNDY TAYLOR in the presence of: )
/s/ signed )
Signature ) /s/ Cyndy Taylor
Print Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ) Cyndy Taylor
Address. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . )
Occupation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . )
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
SIGNED, SEALED and DELIVERED by CLAUDIO VENDITTELLI in the presence of: )
/s/ signed )
Signature ) /s/ Claudio Vendittelli
Print Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ) Claudio Vendittelli
Address. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . )
Occupation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . )
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
SIGNED, SEALED and DELIVERED by LIAN G. ZHANG in the presence of: )
/s/ signed )
Signature ) /s/ Liang Zhang
Print Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ) Liang Zhang
Address. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . )
Occupation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . )
</TABLE>
<PAGE>
FONDACTION CSN POUR LA COOPERATION ET L'EMPLOI
Per: /s/ signed
<TABLE>
<CAPTION>
<S> <C>
SIGNED, SEALED and DELIVERED by MICEHLE SCOTT in the presence of: )
/s/ signed )
Signature ) /s/ Michele Scott
Print Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ) Michele Scott
Address. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . )
Occupation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . )
</TABLE>
<PAGE>
SCHEDULES NOT ATTACHED
TO EDGAR FILING
(a) Schedule "A" Special Rights and Restrictions attached to the
Preferred Shares;
(b) Schedule "B-1" Financial Statements of Cor-Bit;
(c) Schedule "B-2" Financial Statements of Businessway;
(d) Schedule "C" Call Option Agreement;
(e) Schedule "D-1" Continuing Contractual Obligations of Cor-Bit;
(f) Schedule "D-2" Continuing Contractual Obligations of Businessway;
(g) Schedule "E" List of Cor-Bit and Businessway Shareholders;
(h) Schedule "F-1" List of Assets of Cor-Bit;
(i) Schedule "F-2" List of Assets of Businessway;
(j) Schedule "G-1" Financial Statements of GlobalNetCare;
(k) Schedule "H-1" List of Assets of GlobalNetCare;
(l) Schedule "I-1" Outstanding Litigation;
(m) Schedule "J-1" Continuing Contractual Obligations of the Purchaser
and GlobalNetCare; and
(n) Schedule "K-1" Outstanding Rights to Acquire shares in GlobalNetCare
The Company agrees to furnish supplementally a copy of any omitted schedule to
the Commission upon request.
