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EXHIBIT 1.1
SHARE EXCHANGE AGREEMENT
THIS SHARE EXCHANGE AGREEMENT, dated as of August 10, 2000, is by and among
Txon International Development Corporation, a Nevada corporation (the
"Company"), Richard Ford, Jeanie Hildebrand and Gary Lewis (collectively, the
"Shareholders"), Virtual Edge Limited, a British Virgin Islands corporation
("Virtual Edge"), and Main Edge International Limited, a British Virgin Islands
corporation (the "Seller") with reference to the following:
W I T N E S S E T H:
A. The Seller owns 100% of the shares of common stock of Virtual Edge,
which shares constitute all of the issued and outstanding shares of capital
stock of Virtual Edge (the "Virtual Edge Shares").
B. The Company desires to acquire from the Seller, and the Seller desires
to sell to the Company, all of the Virtual Edge Shares in exchange for the
issuance by the Company of an aggregate of One Million Nine Hundred Sixty One
Thousand, One Hundred and Seventy Five (1,961,175) shares (the "Company Shares")
of the Company's common stock, par value $.001 per share (the "Company Common
Stock"), on the terms and conditions set forth below.
C. Immediately prior to the Closing Date (as hereinafter deferred), the
Company will have an aggregate of 648,100 shares of Company Common Stock issued
and outstanding consisting of (a) 500,000 shares covered by an effective S-8
registration statement, (b) 123,000 shares issued in reliance on the exemption
from registration provided by Section 3(b) of the Securities Act of 1933, as
amended, (c) 25,000 shares held by prior affiliates of the Company and others,
and taking into account (d) the cancellation of 4,375,000 shares owned by
present or former officers and drectors of the Company and others which will be
cancelled immediately prior to Closing (the "Share Cancellation").
D. The Company has filed an effective registration statement regarding
options to acquire 500,000 additional common shares as to which options have not
been granted or exercised (the "Unissued Options").
NOW, THEREFORE, in consideration of the premises and of the mutual
representations, warranties and agreements set forth herein, the parties hereto
agree as follows:
ARTICLE I
EXCHANGE OF SHARES
1.1 Exchange of Shares. Subject to the terms and conditions of this
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Agreement, on the Closing Date:
(a) the Company shall issue and deliver to the Seller 1,961,175
authorized but unissued shares of Company Common Stock which shall equal 75.16%
of the issued and outstanding shares of Company Common Stock on a fully diluted
basis after taking into account
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such issuance, and the Share Cancellation (but prior to the issuance of the
Financial Consultant Shares referred to in Section 5.1(m); and
(b) the Seller agrees to deliver to the Company all shares of Common
Stock, par value $1.00 per share, of Virtual Edge (the "Virtual Edge Common
Stock") along with an appropriately executed stock power endorsed in favor of
the Company.
1.2 Time and Place of Closing. The closing of the transactions
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contemplated hereby (the "Closing") shall take place at the offices of Loeb &
Loeb LLP at 1000 Wilshire Boulevard, Suite 1800, Los Angeles, California on
August 10, 2000 (the "Closing Date") at 10:00 A.M., Los Angeles time, or at such
other place as the Company, Virtual Edge and the Seller may agree.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SHAREHOLDERS
The Company and the Shareholders jointly and severally represent and
warrant to the Seller, subject to the exceptions specifically disclosed in the
schedules supplied by the Company to Virtual Edge and the Seller, as follows:
2.1 Due Organization and Qualification; Subsidiaries; Due Authorization.
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(a) The Company is a corporation duly incorporated, validly existing
and in good standing under the laws of its jurisdiction of formation, with full
corporate power and authority to own, lease and operate its respective business
and properties and to carry on its respective business in the places and in the
manner as presently conducted or proposed to be conducted. The Company is in
good standing as a foreign corporation in each jurisdiction in which the
properties owned, leased or operated, or the business conducted, by it requires
such qualification except for any such failure, which when taken together with
all other failures, is not likely to have a Material Adverse Effect on the
business of the Company taken as a whole. ("Material Adverse Effect" shall
mean, with respect to the Company on the one hand and Virtual Edge on the other
hand, the result of one or more events, changes or effects which, individually
or in the aggregate, would have a material adverse effect or impact on the
business, assets, results of operations, intellectual property rights, prospects
or financial condition of such party, taken as a whole, or is reasonably likely
to delay or prevent the consummation of the transactions contemplated hereby).
(b) The Company does not own, directly or indirectly, any capital
stock, equity or interest in any corporation, firm, partnership, joint venture
or other entity.
(c) The Company has all requisite corporate power and authority to
execute and deliver this Agreement, and to consummate the transactions
contemplated hereby and thereby. The Company has taken all corporate action
necessary for the execution and delivery of this Agreement and the consummation
of the transactions contemplated hereby, and this Agreement constitutes the
valid and binding obligation of the Company, enforceable against the Company in
accordance with its respective terms, except as may be affected by bankruptcy,
insolvency, moratoria or other similar laws affecting the enforcement of
creditors' rights
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generally and subject to the qualification that the availability of equitable
remedies is subject to the discretion of the court before which any proceeding
therefore may be brought.
2.2 No Conflicts or Defaults. The execution and delivery of this Agreement
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by the Company and the consummation of the transactions contemplated hereby do
not and shall not (a) contravene the Articles of Incorporation or Bylaws of the
Company or (b) with or without the giving of notice or the passage of time (i)
violate, conflict with, or result in a breach of, or a default or loss of rights
under, any material covenant, agreement, mortgage, indenture, lease, instrument,
permit or license to which the Company is a party or by which the Company is
bound, or any judgment, order or decree, or any law, rule or regulation to which
the Company is subject, (ii) result in the creation of, or give any party the
right to create, any lien, charge, encumbrance or any other right or adverse
interest ("Liens") upon any of the assets of the Company, (iii) terminate or
give any party the right to terminate, amend, abandon or refuse to perform, any
material agreement, arrangement or commitment to which the Company is a party or
by which the Company's assets are bound, or (iv) accelerate or modify, or give
any party the right to accelerate or modify, the time within which, or the terms
under which, the Company is to perform any duties or obligations or receive any
rights or benefits under any material agreement, arrangement or commitment to
which it is a party.
2.3 Capitalization. The authorized capital stock of the Company
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immediately prior to giving effect to the transactions contemplated hereby
consists of 50,000,000 shares of Company Common Stock of which 5,548,000 shares
of $.001 par value Common Stock will be issued and outstanding as of the Closing
Date (as more fully described in Recitals C and D), and 10,000,000 shares of
Preferred Stock, none of which are outstanding. All of the outstanding shares
of Common Stock are, and the Company Shares when issued in accordance with the
terms hereof, will be, duly authorized, validly issued, fully paid and
nonassessable, and have not been or, with respect to the Company Shares, will
not be issued in violation of any preemptive right of stockholders. Except for
the Unissued Options, the Company Shares are not subject to any preemptive or
subscription right, any voting trust agreement or other contract, agreement,
arrangement, option, warrant, call, commitment or other right of any character
obligating or entitling the Company to issue, sell, redeem or repurchase any of
its securities, and there is no outstanding security of any kind convertible
into or exchangeable for Common Stock. The Company has not granted registration
rights to any person.
2.4 Financial Statements. Schedule 2.4 contains copies of the unaudited
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balance sheets of the Company at March 31, 2000 and December 31, 1999 and the
related statements of operations and statement of cash flows for the periods
then ended (all such statements being the "Company Financial Statements"). The
Financial Statements, together with the notes thereto, have been prepared in
accordance with U.S. generally accepted accounting principles applied on a basis
consistent throughout all periods presented, subject to audit adjustments, which
are not expected to be material. Such statements present fairly the financial
position of the Company as of the dates and for the periods indicated. The
books of account and other financial records of the Company have been maintained
in accordance with good business practices.
2.5 Further Financial Matters. The Company does not have any liabilities
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or obligations, whether secured or unsecured, accrued, determined, absolute or
contingent, asserted or unasserted or otherwise, which are required to be
reflected or reserved in a balance sheet or
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the notes thereto under generally accepted accounting principles, but which are
not reflected in the Company Financial Statements.
2.6 Taxes. The Company has filed all United States federal, state,
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county, local and foreign national, provincial and local returns and reports
which were required to be filed on or prior to the date hereof in respect of all
income, withholding, franchise, payroll, excise, property, sales, use, value-
added or other taxes or levies, imposts, duties, license and registration fees,
charges, assessments or withholdings of any nature whatsoever (together,
"Taxes"), and has paid all Taxes (and any related penalties, fines and interest)
which have become due pursuant to such returns or reports or pursuant to any
assessment which has become payable, or, to the extent its liability for any
Taxes (and any related penalties, fines and interest) has not been fully
discharged, the same have been properly reflected as a liability on the books
and records of the Company and adequate reserves therefore have been
established. All such returns and reports filed on or prior to the date hereof
have been properly prepared and are true, correct (and to the extent such
returns reflect judgments made by the Company, as the case may be, such
judgments were reasonable under the circumstances) and complete in all material
respects. No tax return or tax return liability of the Company has been audited
or, presently under audit. The Company has not given or been requested to give
waivers of any statute of limitations relating to the payment of any Taxes (or
any related penalties, fines and interest). There are no claims pending or, to
the knowledge of the Company, threatened, against the Company for past due
Taxes. All payments for withholding taxes, unemployment insurance and other
amounts required to be paid for periods prior to the date hereof to any
governmental authority in respect of employment obligations of the Company,
including, without limitation, amounts payable pursuant to the Federal Insurance
Contributions Act, have been paid or shall be paid prior to the Closing and have
been duly provided for on the books and records of the Company and in the
Company Financial Statements.
2.7 Indebtedness; Contracts; No Defaults.
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(a) Schedule 2.7 sets forth a true, complete and correct list of all
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material instruments, agreements, indentures, mortgages, guarantees, notes,
commitments, accommodations, letters of credit or other arrangements or
understandings, whether written or oral, to which the Company is a party
(collectively, the "Company Agreements").
(b) Except as disclosed in Schedule 2.7, neither the Company, nor, to
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the Company's knowledge, any other person or entity is in breach in any material
respect of, or in default in any material respect under, any contract,
agreement, arrangement, commitment or plan to which the Company is a party, and
no event or action has occurred, is pending or is threatened, which, after the
giving of notice, passage of time or otherwise, would constitute or result in
such a material breach or material default by the Company or any other person or
entity. The Company has not received any notice of default under any contract,
agreement, arrangement, commitment or plan to which it is a party, which default
has not been cured to the satisfaction of, or duly waived by, the party claiming
such default on or before the date hereof.
2.8 Personal Property. The Company has good and marketable title to all
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of its tangible personal property and assets, including, without limitation, all
of the assets reflected in the Company Financial Statements that have not been
disposed of in the ordinary course of
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business since March 31, 2000 free and clear of all Liens or mortgages, except
for any Lien for current taxes not yet due and payable and such restrictions, if
any, on the disposition of securities as may be imposed by federal or applicable
state securities laws. Schedule 2.8 sets forth a true and complete list of all
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personal property owned by, or lease or subleased by or to, the Company.
2.9 Real Property. Schedule 2.9 sets forth a true and complete list of
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all real property owned by, or leased or subleased by or to, the Company.
2.10 Compliance with Law. The Company is not conducting its business or
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affairs in violation of any applicable federal, state or local law, ordinance,
rule, regulation, court or administrative order, decree or process, or any
requirement of insurance carriers. The Company has not received any notice of
violation or claimed violation of any such law, ordinance, rule, regulation,
order, decree, process or requirement.
2.11 No Material Assets or Operations. The Company has no material assets
--------------------------------
or liabilities and is not conducting any business operations.
2.12 No Adverse Changes. There have not been (a) any material adverse
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change in the business, prospects, the financial or other condition, or the
respective assets or liabilities of the Company as reflected in the Company
Financial Statements, (b) any material loss sustained by the Company, including,
but not limited to any loss on account of theft, fire, flood, explosion,
accident or other calamity, whether or not insured, which has materially and
adversely interfered, or may have a Material Adverse Effect on the Company's
business, taken as a whole, or (c) any event, condition or state of facts,
including, without limitation, the enactment, adoption or promulgation of any
law, rule or regulation, the occurrence of which materially and adversely does
or would affect the results of operations or the business or financial condition
of the Company.
2.13 Litigation. There is no claim, dispute, action, suit, proceeding or
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investigation pending or threatened, against or affecting the business of the
Company, or challenging the validity or propriety of the transactions
contemplated by this Agreement, at law or in equity or admiralty or before any
federal, state, local, foreign or other governmental authority, board, agency,
commission or instrumentality, nor has any such claim, dispute, action, suit,
proceeding or investigation been pending or threatened, during the 12-month
period preceding the date hereof; (b) there is no outstanding judgment, order,
writ, ruling, injunction, stipulation or decree of any court, arbitrator or
federal, state, local, foreign or other governmental authority, board, agency,
commission or instrumentality, against or materially affecting the business of
the Company; and (c) the Company has not received any written or verbal inquiry
from any federal, state, local, foreign or other governmental authority, board,
agency, commission or instrumentality concerning the possible violation of any
law, rule or regulation or any matter disclosed in respect of its business.
2.14 Insurance. The Company does not currently maintain any form of
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insurance.
2.15 Certificate of Incorporation and Bylaws; Minute Books. The copies of
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the Articles of Incorporation and Bylaws (or similar governing documents) of the
Company, and all amendments to each are true, correct and complete. The minute
books of the Company contains
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true and complete records of all meetings and consents in lieu of meetings of
their respective Board of Directors (and any committees thereof), or similar
governing bodies, since the time of their respective organization. The stock
books of the Company are true, correct and complete.
2.16 Employee Benefit Plans. Except as disclosed on Schedule 2.16, the
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Company does not maintain, nor has the Company maintained in the past, any
employee benefit plans (as defined in Section 3(3) of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA")), or any plans, programs,
policies, practices, arrangements or contracts (whether group or individual)
providing for payments, benefits or reimbursements to employees of the Company,
former employees, their beneficiaries and dependents under which such employees,
former employees, their beneficiaries and dependents are covered through an
employment relationship with the Company, any entity required to be aggregated
in a controlled group or affiliated service group with the Company for purposes
of ERISA or the Internal Revenue Code of 1986 (the "Code") (including, without
limitation, under Section 414(b), (c), (m) or (o) of the Code or Section 4001 of
ERISA, at any relevant time.
2.17 Patents; Trademarks and Intellectual Property Rights. The Company
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does not own or possesses any patents, trademarks, service marks, trade names,
copyrights, trade secrets, licenses, information, Internet web site(s) or
proprietary rights of any nature.
2.18 Brokers. All negotiations relative to this Agreement and the
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transactions contemplated hereby have been carried out by the Company directly
with the Sellers without the intervention of any individual, corporation,
partnership, joint venture, trust, association, organization, or other entity
(collectively, a "Person") on behalf of the Company in such a manner as to give
rise to any valid claim by any Person against any Seller for a finder's fee,
brokerage commission or similar payment.
2.19 Affiliate Transactions. Except as disclosed in Schedule 2.19 neither
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the Company nor any officer, director or employee of the Company (or any of the
relatives or affiliates of any of the aforementioned Persons) is a party to any
agreement, contract, commitment or transaction with the Company or affecting the
business of the Company, or has any interest in any property, whether real,
personal or mixed, or tangible or intangible, used in or necessary to the
Company which will subject the Sellers to any liability or obligation from and
after the Closing Date.
2.20 Trading. The Company Common Stock is currently listed for trading on
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the OTC Bulletin Board, and the Company has received no notice that the Company
Common Stock is subject to being delisted there from.
2.21 Compliance. The Company and the Shareholder have complied with all
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applicable foreign, federal and state laws, rules and regulations, including,
without limitation, the requirements of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") and the Securities Act of 1933, as amended (the
"Securities Act") and is current in its filings.
2.22 Filings. None of the filings made by the Company under the Exchange
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Act or the Securities Act make any untrue statement of a material fact or omit
to state a material fact necessary in order to make the statements made, in
light of the circumstances under which they were made, not misleading.
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ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE SELLER
The Seller represents and warrants to the Company, subject to the
exceptions specifically disclosed in the schedules supplied by the Seller to the
Company, as follows:
3.1 Due Organization and Qualification; Subsidiaries; Due Authorization.
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(a) Virtual Edge is a corporation duly incorporated, validly existing
and in good standing under the laws of its jurisdiction of formation, with full
corporate power and authority to own, lease and operate its respective business
and properties and to carry on its respective business in the places and in the
manner as presently conducted or proposed to be conducted. Virtual Edge is in
good standing as a foreign corporation in each jurisdiction in which the
properties owned, leased or operated, or the business conducted, by it requires
such qualification except for any such failure, which when taken together with
all other failures, is not likely to have a Material Adverse Effect on the
business of Virtual Edge taken as a whole.
(b) Except as disclosed in Schedule 3.1(b), Virtual Edge does not own,
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directly or indirectly, any capital stock, equity or interest in any
corporation, firm, partnership, joint venture or other entity.
(c) Each of Virtual Edge and the Seller has all requisite power and
authority to execute and deliver this Agreement, and to consummate the
transactions contemplated hereby and thereby. Each of Virtual Edge and the
Seller has taken all corporate action necessary for the execution and delivery
of this Agreement and the consummation of the transactions contemplated hereby,
and this Agreement constitutes the valid and binding obligation of each of
Virtual Edge and the Seller, enforceable against each of Virtual Edge and the
Seller in accordance with its respective terms, except as may be affected by
bankruptcy, insolvency, moratoria or other similar laws affecting the
enforcement of creditors' rights generally and subject to the qualification that
the availability of equitable remedies is subject to the discretion of the court
before which any proceeding therefore may be brought.
3.2 No Conflicts or Defaults. The execution and delivery of this
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Agreement by each of Virtual Edge and the Seller and the consummation of the
transactions contemplated hereby do not and shall not (a) contravene the
Certificate of Incorporation or Bylaws of Virtual Edge or the governing
documents of the Seller, if applicable, or (b) with or without the giving of
notice or the passage of time, (i) violate, conflict with, or result in a breach
of, or a default or loss of rights under, any material covenant, agreement,
mortgage, indenture, lease, instrument, permit or license to which Virtual Edge
or the Seller is a party or by which Virtual Edge or the Seller or any of their
respective assets are bound, or any judgment, order or decree, or any law, rule
or regulation to which Virtual Edge, or the Seller or any of their respective
assets are subject, (ii) result in the creation of, or give any party the right
to create, any Lien upon any of the assets of Virtual Edge, (iii) terminate or
give any party the right to terminate, amend, abandon or refuse to perform, any
material agreement, arrangement or commitment to which Virtual Edge is a party
or by which Virtual Edge or any of its assets are bound, or (iv) accelerate or
modify, or give any party the right to accelerate or modify, the time within
which, or the terms under which, Virtual
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Edge is to perform any duties or obligations or receive any rights or benefits
under any material agreement, arrangement or commitment to which it is a party.
3.3 Capitalization. The authorized capital stock of Virtual Edge
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immediately prior to giving effect to the transactions contemplated hereby
consists of 50,000 shares of Virtual Edge Common Stock, par value $1.00 per
share of which as of the date hereof one share of Virtual Edge Common Stock are
issued and outstanding. Set forth in Schedule 3.3 is a list of all stockholders
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of Virtual Edge, setting forth their names, addresses and number of shares
owned. All of the outstanding shares of Virtual Edge Common Stock are, and
Virtual Edge Shares when transferred in accordance with the terms hereof, will
be, duly authorized, validly issued, fully paid and nonassessable, and have not
been or, with respect to Virtual Edge Shares, will not be transferred in
violation of any rights of third parties. The Virtual Edge Shares are not
subject to any preemptive or subscription right, any voting trust agreement or
other contract, agreement, arrangement, option, warrant, call, commitment or
other right of any character obligating or entitling Virtual Edge to issue,
sell, redeem or repurchase any of its securities, and there is no outstanding
security of any kind convertible into or exchangeable for Virtual Edge Common
Stock.
3.4 Financial Statements. Schedule 3.4 contains copies of the
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consolidated balance sheets of Virtual Edge at March 31, 2000, and the related
statements of operations, stockholders' equity and cash flows for the period
then ended, including the notes thereto, as audited by Moores Rowland, certified
public accountants (all such statements being the "Virtual Edge Financial
Statements"). The Virtual Edge Financial Statements, together with the notes
thereto, have been prepared in accordance with U.S. generally accepted
accounting principles applied on a basis consistent throughout all periods
presented, subject to audit adjustments, which are not expected to be material.
Such statements present fairly the financial position of Virtual Edge as of the
dates and for the periods indicated. The books of account and other financial
records of Virtual Edge have been maintained in accordance with good business
practices.
3.5 Further Financial Matters. Except as set forth in Schedule 3.5,
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Virtual Edge does not have any material liabilities or obligations, whether
secured or unsecured, accrued, determined, absolute or contingent, asserted or
unasserted or otherwise, which are required to be reflected or reserved in a
balance sheet or the notes thereto under generally accepted accounting
principles, but which are not reflected in the Virtual Edge Financial
Statements.
3.6 Taxes. Except as indicated in Schedule 3.6, Virtual Edge has filed
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all United States federal, state, county, local and foreign national, provincial
and local tax returns and reports which were required to be filed on or prior to
the date hereof, and has paid all Taxes (and any related penalties, fines and
interest) which have become due pursuant to such returns or reports or pursuant
to any assessment which has become payable, or, to the extent its liability for
any Taxes (and any related penalties, fines and interest) has not been fully
discharged, the same have been properly reflected as a liability on the books
and records of Virtual Edge and adequate reserves therefore have been
established. All such returns and reports filed on or prior to the date hereof
have been properly prepared and are true, correct (and to the extent such
returns reflect judgments made by Virtual Edge, such judgments were reasonable
under the circumstances) and complete in all material respects. Except as
indicated in Schedule 3.6, no extension for the filing of any such return or
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report is currently in effect. Except as indicated in Schedule 3.6, no tax
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return or tax return liability of Virtual Edge has been audited or, presently
under audit. All taxes and any penalties, fines and interest which have been
asserted to be payable as a result of any audits have been paid. Except as
indicated in Schedule 3.6, Virtual Edge has never given or been requested to
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give waivers of any statute of limitations relating to the payment of any Taxes
(or any related penalties, fines and interest). There are no claims pending or
threatened against Virtual Reality for past due Taxes. Except as indicated in
Schedule 3.6, all payments for withholding taxes, unemployment insurance and
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other amounts required to be paid for periods prior to the date hereof to any
governmental authority in respect of employment obligations of Virtual Edge
including, without limitation, amounts payable pursuant to the Federal Insurance
Contributions Act, have been paid or shall be paid prior to the Closing and have
been duly provided for on the books and records of Virtual Edge and in the
Virtual Edge Financial Statements.
3.7 Indebtedness; Contracts; No Defaults.
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(a) Schedule 3.7 sets forth a true, complete and correct list of all
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material instruments, agreements, indentures, mortgages, guarantees, notes,
commitments, accommodations, letters of credit or other arrangements or
understandings, whether written or oral, to which Virtual Edge is a party
(collectively, the "Virtual Edge Agreements"). An agreement shall not be
considered material for the purposes of this Section 3.7(a) if it provides for
expenditures or receipts of less than $100,000 and has been entered into by
Virtual Edge in the ordinary course of business. The Virtual Edge Operating
Agreements constitute all of the contracts, agreements, understandings and
arrangements required for the operation of the business of Virtual Edge or which
have a material effect thereon. Copies of all such material written Virtual
Edge Operating Agreements have previously been delivered or otherwise made
available to the Company and such copies are true, complete and correct as of
the date hereof.
(b) Except as disclosed in Schedule 3.7, neither Virtual Edge nor, to
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Virtual Edge's knowledge, any other person or entity is in breach in any
material respect of, or in default in any material respect under, any material
contract, agreement, arrangement, commitment or plan to which Virtual Edge is a
party, and no event or action has occurred, is pending or is threatened, which,
after the giving of notice, passage of time or otherwise, would constitute or
result in such a material breach or material default by Virtual Edge or, to the
knowledge of Virtual Edge, any other person or entity. Virtual Edge has not
received any notice of default under any contract, agreement, arrangement,
commitment or plan to which it is a party, which default has not been cured to
the satisfaction of, or duly waived by, the party claiming such default on or
before the date hereof.
3.8 Personal Property. Except as set forth in Schedule 3.8, Virtual Edge
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has good and marketable title to all of its tangible personal property and
assets, including, without limitation, all of the assets reflected in the
Virtual Edge Financial Statements that have not been disposed of in the ordinary
course of business since March 31, 2000, free and clear of all Liens or
mortgages, except for any Lien for current taxes not yet due and payable and
such restrictions, if any, on the disposition of securities as may be imposed by
federal or applicable state securities laws.
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3.9 Real Property.
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(a) Schedule 3.9 sets forth a true and complete list of all real
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property owned by, or leased or subleased by or to, Virtual Edge.
(b) Except as set forth in Schedule 3.9, each lease to which Virtual
------------
Edge is a party is valid, binding and in full force and effect with respect to
Virtual Edge and, to the knowledge of Virtual Edge, all other parties thereto;
no notice of default or termination under any such lease is outstanding.
3.10 Compliance with Law. Except as set forth in Schedule 3.10, Virtual
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Edge is not conducting its respective business or affairs in material violation
of any applicable law, ordinance, rule, regulation, court or administrative
order, decree or process, or any requirement of insurance carriers. Virtual
Edge has not received any notice of violation or claimed violation of any such
law, ordinance, rule, regulation, order, decree, process or requirement.
3.11 Permits and Licenses. Except as set forth in Schedule 3.11, Virtual
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Edge has all certificates of occupancy, rights, permits, certificates, licenses,
franchises, approvals and other authorizations as are reasonably necessary to
conduct its respective business and to own, lease, use, operate and occupy its
assets, at the places and in the manner now conducted and operated, except those
the absence of which would not materially adversely affect its respective
business. Except as set forth in Schedule 3.11, as of the date hereof, Virtual
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Edge has not received any written or oral notice or claim pertaining to the
failure to obtain any material permit, certificate, license, approval or other
authorization required by any federal, state or local agency or other regulatory
body, the failure of which to obtain Materially Adversely Effect Virtual Edge's
business taken as a whole.
3.12 Ordinary Course. Except as set forth in Schedule 3.12, since March
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31, 2000 Virtual Edge has conducted its business, maintained its real property
and equipment and kept its books of account, records and files, substantially in
the same manner as previously conducted, maintained or kept and solely in the
ordinary course.
3.13 No Adverse Changes. Except as set forth in Schedule 3.13, since
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March 31, 2000 there has not been (a) any material adverse change in the
business, prospects, the financial or other condition, or the respective assets
or liabilities of Virtual Edge as reflected in the Virtual Edge Financial
Statements, (b) any material loss sustained by Virtual Edge, including, but not
limited to any loss on account of theft, fire, flood, explosion, accident or
other calamity, whether or not insured, which has materially and adversely
interfered, or may have a Material Adverse Effect on Virtual Edge's business
taken as a whole, or (c) any event, condition or state of facts, including,
without limitation, the enactment, adoption or promulgation of any law, rule or
regulation, the occurrence of which materially and adversely does or would
affect the results of operations or the business or financial condition of
Virtual Edge.
3.14 Litigation. (a) Except as set forth in Schedule 3.14, there is no
---------- -------------
claim, dispute, action, suit, proceeding or investigation pending or, to the
knowledge of Virtual Edge, threatened, against or affecting the business of
Virtual Edge, or challenging the validity or propriety of the transactions
contemplated by this Agreement, at law or in equity or admiralty or
10
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before any federal, state, local, foreign or other governmental authority,
board, agency, commission or instrumentality, nor to the knowledge of Virtual
Edge, has any such claim, dispute, action, suit, proceeding or investigation
been pending or threatened, during the 12-month period preceding the date
hereof; (b) there is no outstanding judgment, order, writ, ruling, injunction,
stipulation or decree of any court, arbitrator or federal, state, local, foreign
or other governmental authority, board, agency, commission or instrumentality,
against or materially affecting the business of Virtual Edge; and (c) Virtual
Edge has not received any written or verbal inquiry from any federal, state,
local, foreign or other governmental authority, board, agency, commission or
instrumentality concerning the possible violation of any law, rule or regulation
or any matter disclosed in respect of its business.
3.15 Insurance. Virtual Edge maintains insurance against all risks
---------
customarily insured against by companies in its industry. All such policies are
in full force and effect, and Virtual Edge has not received any notice from any
insurance company suspending, revoking, modifying or canceling (or threatening
such action) any insurance policy issued to Virtual Edge.
3.16 Certificate of Incorporation and Bylaws; Minute Books. The copies of
-----------------------------------------------------
the Certificate of Incorporation and Bylaws (or similar governing documents) of
Virtual Edge, and all amendments to each are true, correct and complete. The
minute book of Virtual Edge contains true and complete records of all meetings
and consents in lieu of meetings of their respective Board of Directors (and any
committees thereof), or similar governing bodies, since the time of their
respective organization. The stock book of Virtual Edge is true, correct and
complete.
3.17 Patents; Trademarks and Intellectual Property Rights. Virtual Edge
----------------------------------------------------
owns or possesses sufficient legal rights to all patents, trademarks, service
marks, trade names, copyrights, trade secrets, licenses, information, internet
web site(s) proprietary rights and processes necessary for its business as now
conducted without any conflict with or infringement of the rights of others.
There are no outstanding options, licenses or agreements of any kind relating to
the foregoing, and Virtual Edge is not bound by, or a party to, any options,
licenses or agreements of any kind with respect to the patents, trademarks,
service marks, trade names, copyrights, trade secrets, licenses, information,
proprietary rights and processes of any other person or entity.
3.18 Brokers. All negotiations relative to this Agreement and the
-------
transactions contemplated hereby have been carried out by Virtual Edge directly
with the Sellers without the intervention of any Person on behalf of Virtual
Edge in such a manner as to give rise to any valid claim by any Person against
any Seller for a finder's fee, brokerage commission or similar payment.
3.19 Purchase for Investment.
-----------------------
(a) The Seller is acquiring the Company Shares for investment for the
Seller's own account and not as a nominee or agent, and not with a view to the
resale or distribution of any part thereof, and the Seller has no present
intention of selling, granting any participation in, or otherwise distributing
the same. The Seller further represents that it does not have any
11
<PAGE>
contract, undertaking, agreement or arrangement with any person to sell,
transfer or grant participation to such person or to any third person, with
respect to any of the Company Shares.
(b) The Seller understands that the Company Shares are not registered
under the Act on the ground that the sale and the issuance of securities
hereunder is exempt from registration under the Securities Act pursuant to
Section 4(2) thereof, and that the Company's reliance on such exemption is
predicated on the Seller's representations set forth herein. The Seller is an
"accredited investor" as that term is defined in Rule 501(a) of Regulation D
under the Securities Act.
3.20 Investment Experience. The Seller acknowledges that it can bear the
---------------------
economic risk of its investment, and has such knowledge and experience in
financial and business matters that it is capable of evaluating the merits and
risks of the investment in the Company Shares.
3.21 Information. The Seller has carefully reviewed such information, as
-----------
the Seller deemed necessary to evaluate an investment in the Company Shares. To
the full satisfaction of the Seller, it has been furnished all materials that it
has requested relating to the Company and the issuance of the Company Shares
hereunder, and the Seller has been afforded the opportunity to ask questions of
representatives of the Company to obtain any information necessary to verify the
accuracy of any representations or information made or given to the Seller.
Notwithstanding the foregoing, nothing herein shall derogate from or otherwise
modify the representations and warranties of the Company set forth in this
Agreement, on which the Seller has relied in making an exchange of the Virtual
Edge Shares for the Company Shares.
3.22 Restricted Securities. The Seller understands that the Company
---------------------
Shares may not be sold, transferred, or otherwise disposed of without
registration under the Securities Act or an exemption there from, and that in
the absence of an effective registration statement covering the Company Shares
or any available exemption from registration under the Securities Act, the
Company Shares must be held indefinitely. The Seller is aware that the Company
Shares may not be sold pursuant to Rule 144 promulgated under the Securities Act
unless all of the conditions of that Rule are met. Among the conditions for use
of Rule 144 may be the availability of current information to the public about
the Company.
ARTICLE IV
INDEMNIFICATION
4.1 Indemnity of the Company and the Shareholders. The Company and each
---------------------------------------------
of the Shareholders (jointly and severally) agree to defend, indemnify and hold
harmless the Seller from and against, and to reimburse the Seller with respect
to, all liabilities, losses, costs and expenses, including, without limitation,
reasonable attorneys' fees and disbursements, asserted against or incurred by
the Seller by reason of, arising out of, or in connection with any material
breach of any representation or warranty contained in this Agreement made by the
Company or the Shareholders or in any document or certificate delivered by the
Company or the Shareholders pursuant to the provisions of this Agreement or in
connection with the transactions contemplated thereby.
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<PAGE>
4.2 Indemnity of the Company. The Seller agrees to defend, indemnify and
------------------------
hold harmless the Company from and against, and to reimburse the Company with
respect to, all liabilities, losses, costs and expenses, including, without
limitation, reasonable attorneys' fees and disbursements, asserted against or
incurred by the Seller by reason of, arising out of, or in connection with any
material breach of any representation or warranty contained in this Agreement
and made by the Company or in any document or certificate delivered by the
Company pursuant to the provisions of this Agreement or in connection with the
transactions contemplated thereby.
4.3 Indemnification Procedure. A party (an "Indemnified Party") seeking
-------------------------
indemnification shall give prompt notice to the other party (the "Indemnifying
Party") of any claim for indemnification arising under this Article 4. The
Indemnifying Party shall have the right to assume and to control the defense of
any such claim with counsel reasonably acceptable to such Indemnified Party, at
the Indemnifying Party's own cost and expense, including the cost and expense of
reasonable attorneys' fees and disbursements in connection with such defense, in
which event the Indemnifying Party shall not be obligated to pay the fees and
disbursements of separate counsel for such in such action. In the event,
however, that such Indemnified Party's legal counsel shall determine that
defenses may be available to such Indemnified Party that are different from or
in addition to those available to the Indemnifying Party, in that there could
reasonably be expected to be a conflict of interest if such Indemnifying Party
and the Indemnified Party have common counsel in any such proceeding, or if the
Indemnified Party has not assumed the defense of the action or proceedings, then
such Indemnifying Party may employ separate counsel to represent or defend such
Indemnified Party, and the Indemnifying Party shall pay the reasonable fees and
disbursements of counsel for such Indemnified Party. No settlement of any such
claim or payment in connection with any such settlement shall be made without
the prior consent of the Indemnifying Party which consent shall not be
unreasonably withheld.
ARTICLE V
DELIVERIES
5.1 Items to be delivered to Virtual Edge prior to or at Closing by the
-------------------------------------------------------------------
Company.
-------
(a) Articles of Incorporation and amendments thereto, Bylaws and
certificate of good standing in the Company's state of incorporation;
(b) all applicable schedules hereto;
(c) all minutes and resolutions of board of director and shareholder
meetings in possession of the Company;
(d) shareholder list;
(e) all financial statements and tax returns in possession of the
Company;
(f) copies of all SEC filings;
13
<PAGE>
(g) resolution from the Company's current directors appointing
designees of Virtual Edge to the Company's Board of Directors;
(h) letters of resignation from the Company's current officers and
directors to be effective upon Closing and after the appointments described in
this section;
(i) certificates representing 1,961,175 shares of the Company's $.001
par value common stock issued in the denominations as set forth opposite their
respective names on Schedule I to this Agreement, duly authorized, validly
----------
issued, fully paid for and non-assessable;
(j) copies of board, and if applicable, shareholder resolutions
approving this transaction and authorizing the issuances of the shares hereto;
(k) a certificate, in form reasonably acceptable to Virtual Edge,
signed by an authorized officer of the Company dated the Closing Date,
certifying that the representations and warranties made by the Company shall be
accurate in all material respects as of the date hereof and as of the Closing
Date and the terms and conditions of this Agreement to be performed and complied
with by the Company on or prior to the Closing Date shall have been performed
and complied with by the Company on or prior to the Closing Date;
(l) certification representing the shares covered by the Share
Cancellation with appropriate stock powers or instructions;
(m) certificates evidencing 50,000 shares of the Company's Common
Stock issued to Orient Financial Services Inc. or its designee(s) (the
"Financial Consultant Shares"); and
(n) any other document reasonably requested by Virtual Edge that it
deems necessary for the consummation of this transaction.
5.2 Items to be delivered to the Company prior to or at Closing by Virtual
----------------------------------------------------------------------
Edge.
----
(a) Charter documents and certificate of good standing in Virtual
Edge's jurisdiction of incorporation;
(b) all applicable schedules hereto;
(c) all minutes and resolutions of board of director and shareholder
meetings in possession of the Virtual Edge;
(d) shareholder list;
(e) resolution from Virtual Edge current directors appointing
designees of Virtual Edge to the Company's Board of Directors;
(f) certificates representing 100% of Virtual Edge's common stock as
set forth opposite their respective names on Schedule I to this Agreement, duly
----------
authorized, validly issued, fully paid for and non-assessable;
14
<PAGE>
(g) copies of board, and if applicable, shareholder resolutions
approving this transaction and authorizing the issuances of the shares hereto;
(h) a certificate, in form reasonably acceptable to the Company,
signed by an authorized officer of Virtual Edge dated the Closing Date,
certifying that the representations and warranties made by the Virtual Edge
shall be accurate in all material respects as of the date hereof and as of the
Closing Date and the terms and conditions of this Agreement to be performed and
complied with by Virtual Edge on or prior to the Closing Date shall have been
performed and complied with by Virtual Edge on or prior to the Closing Date; and
(i) any other document reasonably requested by the Company that it
deems necessary for the consummation of this transaction.
ARTICLE VI
CONDITIONS PRECEDENT
6.1 Conditions Precedent to Closing. The obligations of the parties under
-------------------------------
this Agreement shall be and are subject to fulfillment, prior to or at the
Closing, of each of the following conditions:
(a) that each of the representations and warranties of the parties
contained herein shall be true and correct at the time of the Closing Date as if
such representations and warranties were made at such time; and
(b) that the parties shall have performed or complied with all
agreements, terms and conditions required by this Agreement to be performed or
complied with by them prior to or at the time of the Closing.
6.2 Conditions to Obligations of the Seller. The obligations of the
---------------------------------------
Seller shall be subject to fulfillment prior to or at the Closing, of each of
the following conditions:
(a) the Company shall have paid all of its own costs and expenses
associated with this Agreement and the transactions contemplated herein;
(b) as of the Closing, the Company shall have no assets and no
liabilities whatsoever, contingent or otherwise;
(c) the Company shall have received all of the regulatory, shareholder
and other third party consents, permits, approvals and authorizations necessary
to consummate the transactions contemplated by this Agreement;
(d) the Company Common Stock shall be currently listed for trading on
the OTC Bulletin Board and the Company shall have received no notice that the
Company Common Stock is subject to being delisted therefrom;
(e) the Company shall have entered into a registration rights
agreement with the Seller in the form attached as Exhibit C; and
---------
15
<PAGE>
(f) the Share Cancellation shall have been completed.
6.3 Conditions to Obligations of the Company. The obligations of the
----------------------------------------
Company shall be subject to fulfillment prior to or at the Closing, of each of
the following conditions:
(a) Virtual Edge and the Seller shall have paid all of their own costs
and expenses associated with this Agreement and the transactions contemplated
herein;
(b) As of the Closing, the liabilities set forth on Schedule 6.3(b)
shall have been converted to equity as set forth on such schedule; and
(c) Virtual Edge and the Seller shall have received all of the
regulatory, shareholder and other third party consents, permits, approvals and
authorizations necessary to consummate the transactions contemplated by this
Agreement.
ARTICLE VII
COVENANTS
7.1 Conduct of Business. Between the date hereof and the Closing Date,
-------------------
the Company and Virtual Edge shall conduct their businesses in substantially the
same manner in which they have heretofore been conducted, and the Company and
Virtual Edge shall not without the consent of the other parties to this
Agreement dispose of their any of their assets, except in the ordinary course of
business.
7.2 Option Shares. The Company will not grant the Unissued Options until
-------------
six months from the Closing Date and then at the rate not to exceed 100,000 per
month (on a cumulative basis) thereafter.
ARTICLE VIII
NO PUBLIC DISCLOSURE
8.1 No Public Disclosure. Without the prior written consent of the
--------------------
others, none of the Company, Virtual Edge or the Seller will, and will each
cause their respective representatives not to, make any release to the press or
other public disclosure with respect to either the fact that discussions or
negotiations have taken place concerning the transactions contemplated by this
Agreement, the existence or contents of this Agreement or any prior
correspondence relating to this transactions contemplated by this Agreement,
except for such public disclosure as may be necessary, in the written opinion of
outside counsel (reasonably satisfactory to the other parties) for the party
proposing to make the disclosure not to be in violation of or default under any
applicable law, regulation or governmental order. If either party proposes to
make any disclosure based upon such an opinion, that party will deliver a copy
of such opinion to the other party, together with the text of the proposed
disclosure, as far in advance of its disclosure as is practicable, and will in
good faith consult with and consider the suggestions of the other party
concerning the nature and scope of the information it proposes to disclose.
16
<PAGE>
ARTICLE IX
CONFIDENTIAL INFORMATION
9.1 Confidential Information. In connection with the negotiation of this
------------------------
Agreement and the consummation of the transactions contemplated hereby, each
party hereto will have access to data and confidential information relating to
the other party. Each party hereto shall treat such data and information as
confidential, preserve the confidentiality thereof and not duplicate or use such
data or information, except in connection with the transactions contemplated
hereby, and in the event of the termination of this Agreement for any reason
whatsoever, each party hereto shall return to the other all documents, work
papers and other material (including all copies thereof) obtained in connection
with the transactions contemplated hereby and will use reasonable efforts,
including instructing its employees who have had access to such information, to
keep confidential and not to use any such data or information; provided,
however, that such obligations shall not apply to any data and information (i)
which at the time of disclosure, is available publicly, (ii) which, after
disclosure, becomes available publicly through no fault of the receiving party,
(iii) which the receiving party knew or to which the receiving party had access
prior to disclosure by the disclosing party, (iv) which is required by law,
regulation or exchange rule, or in connection with legal process, to be
disclosed, (v) which is disclosed by a receiving party to its attorneys or
accountants, who shall respect the above restrictions, or (vi) which is obtained
in connection with any Tax matters and is disclosed in connection with the
filing of Tax returns or claims for refund or in conducting an audit or other
proceeding.
ARTICLE X
TERMINATION
10.1 Termination. This Agreement may be terminated at any time before or,
------------
at Closing, by:
(a) the mutual agreement of the parties;
(b) any party if:
(i) any provision of this Agreement applicable to a party shall
be materially untrue or fail to be accomplished;
(ii) any legal proceeding shall have been instituted or shall be
imminently threatening to delay, restrain or prevent the consummation of this
Agreement; or
(iii) the conditions precedents to Closing are not satisfied.
Upon termination of this Agreement for any reason, in accordance with the
terms and conditions set forth in this paragraph, each said party shall bear all
costs and expenses as each party has incurred and no party shall be liable to
the other.
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ARTICLE XI
MISCELLANEOUS
11.1 Survival of Representations, Warranties and Agreements. All
------------------------------------------------------
representations and warranties and statements made by a party to in this
Agreement or in any document or certificate delivered pursuant hereto shall
survive the Closing Date for so long as the applicable statute of limitations
shall remain open. Each of the parties hereto is executing and carrying out the
provisions of this agreement in reliance upon the representations, warranties
and covenants and agreements contained in this agreement or at the closing of
the transactions herein provided for and not upon any investigation which it
might have made or any representations, warranty, agreement, promise or
information, written or oral, made by the other party or any other person other
than as specifically set forth herein.
11.2 Access to Books and Records. During the course of this transaction
---------------------------
through Closing, each party agrees to make available for inspection all
corporate books, records and assets, and otherwise afford to each other and
their respective representatives, reasonable access to all documentation and
other information concerning the business, financial and legal conditions of
each other for the purpose of conducting a due diligence investigation thereof.
Such due diligence investigation shall be for the purpose of satisfying each
party as to the business, financial and legal condition of each other for the
purpose of determining the desirability of consummating the proposed
transaction. The parties further agree to keep confidential and not use for
their own benefit, except in accordance with this Agreement any information or
documentation obtained in connection with any such investigation.
11.3 Further Assurances. If, at any time after the Closing, the parties
------------------
shall consider or be advised that any further deeds, assignments or assurances
in law or that any other things are necessary, desirable or proper to complete
the merger in accordance with the terms of this agreement or to vest, perfect or
confirm, of record or otherwise, the title to any property or rights of the
parties hereto, the parties agree that their proper officers and directors shall
execute and deliver all such proper deeds, assignments and assurances in law and
do all things necessary, desirable or proper to vest, perfect or confirm title
to such property or rights and otherwise to carry out the purpose of this
Agreement, and that the proper officers and directors the parties are fully
authorized to take any and all such action.
11.4 Notice. All communications, notices, requests, consents or demands
------
given or required under this Agreement shall be in writing and shall be deemed
to have been duly given when delivered to, or received by prepaid registered or
certified mail or recognized overnight courier addressed to, or upon receipt of
a facsimile sent to, the party for whom intended, as follows, or to such other
address or facsimile number as may be furnished by such party by notice in the
manner provided herein:
18
<PAGE>
If to the Company:
Txon International Development Corporation
6322 S. 3000
Suite 320
Salt Lake City, Utah 84121
Attn: Richard A. Ford
Telecopy: 801______________
with a copy to:
James N. Barber, Esq.
Bank One Tower
50 West Broaday, Suite 100
Salt Lake City, Utah 84101
Telecopy: 801.364.3406
If to the Seller or Virtual Edge:
Virtual Edge Limited
13C Chinaweal Center
414-424 Jaffe Road
Wanchai, Hong Kong
Attn: John Hui
Telecopy: 852.2521.5210
with a copy to:
David L. Ficksman, Esq.
Loeb & Loeb, LLP.
10100 Santa Monica Boulevard
Suite 2200
Los Angeles, California 90067
Telecopy: 310.282.2192
11.5 Entire Agreement. This Agreement, the Disclosure Schedules and any
----------------
instruments and agreements to be executed pursuant to this Agreement, sets forth
the entire understanding of the parties hereto with respect to its subject
matter, merges and supersedes all prior and contemporaneous understandings with
respect to its subject matter and may not be waived or modified, in whole or in
part, except by a writing signed by each of the parties hereto. No waiver of
any provision of this Agreement in any instance shall be deemed to be a waiver
of the same or any other provision in any other instance. Failure of any party
to enforce any provision of this Agreement shall not be construed as a waiver of
its rights under such provision.
11.6 Successors and Assigns. This Agreement shall be binding upon,
----------------------
enforceable against and inure to the benefit of, the parties hereto and their
respective heirs, administrators, executors, personal representatives,
successors and assigns, and nothing herein is intended to confer any right,
remedy or benefit upon any other person. This Agreement may not be assigned
19
<PAGE>
by any party hereto except with the prior written consent of the other parties,
which consent shall not be unreasonably withheld.
11.7 Governing Law. This Agreement shall in all respects be governed by
-------------
and construed in accordance with the laws of the State of California are
applicable to agreements made and fully to be performed in such state, without
giving effect to conflicts of law principles.
11.8 Counterparts. This Agreement may be executed in multiple
------------
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
11.9 Construction. Headings contained in this Agreement are for
------------
convenience only and shall not be used in the interpretation of this Agreement.
References herein to Articles, Sections and Exhibits are to the articles,
sections and exhibits, respectively, of this Agreement. The Disclosure
Schedules are hereby incorporated herein by reference and made a part of this
Agreement. As used herein, the singular includes the plural, and the masculine,
feminine and neuter gender each includes the others where the context so
indicates.
11.10 Severability. If any provision of this Agreement is held to be
------------
invalid or unenforceable by a court of competent jurisdiction, this Agreement
shall be interpreted and enforceable as if such provision were severed or
limited, but only to the extent necessary to render such provision and this
Agreement enforceable.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement
as of the date first set forth above.
TXON INTERNATIONAL DEVELOPMENT CORPORATION
By: /s/ Richard Ford
---------------------------------------
Richard Ford
President
VIRTUAL EDGE LIMITED
/s/ John Hui
------------------------------------------
Name: John Hui
Title: President
Seller:
MAIN EDGE INTERNATIONAL LIMITED
/s/ John Hui
------------------------------------------
Name: John Hui
Title:
Shareholders:
/s/ Richard Ford
------------------------------------------
Richard Ford
/s/ Gary Lewis
-----------------------------------------
Gary Lewis
/s/ Jeanie Hildebrand
-----------------------------------------
Jeanie Hildebrand
21
