UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) December 18, 2000
ModernGroove Entertainment, Inc.
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(Exact name of Registrant as specified in charter)
Nevada 0-26073 86-0881193
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification)
1801 E. Tropicana, Suite 9, Las Vegas, NV 89119
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (702) 893-2556
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Barrington Laboratories, Inc.
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(Former name or former address, if changed, since last report)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
Not applicable.
ITEM 2. ACQUISTION OR DISPOSITON OF ASSETS.
Not applicable.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Not applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Not applicable.
ITEM 5. OTHER MATERIALLY IMPORTANT EVENTS.
On December 18, 2000, the company held its annual shareholders'
meeting. At this meeting, the shareholders of the Company approved
a company name change to from Barrington Laboratories, Inc., to
ModernGroove Entertainment, Inc. This name change reflects the board of
director's decision to expand the Company's business focus. The
shareholders also approved an increase in the number of authorized
common shares, from 20,000,000 to 200,000,000 having a par value of
$0.001. The amended Articles to reflect the name change and increase
in authorized shares was filed with the Nevada Secretary of State,
on December 18, 2000.
On December 18, 2000, the board of directors announced the Company
entered into a Share Exchange agreement with ModernGroove Entertainment
International, Inc., a separate Nevada Corporation, whereby all of the
issued and outstanding shares of ModernGroove Entertainment International,
Inc, will be exchanged for 26,000,000 restricted common shares of the
company's stock.
A copy of the share exchange agreement is attached as Exhibit A. The
effective date of the share exchange will be effective January 1, 2001.
Modern Groove Entertainment International, Inc., a Nevada Corporation, has
a studio and development facilities in Vancouver, British Columbia, Canada,
the company has been active for approximately two years and currently has
43 employees.
ModernGroove Entertainment International, Inc. provides digital entertainment
through the following sources:
1. By providing streaming music and video web sites aimed at "high tech"
demographic brands.
2. By developing dedicated streaming media network for videogram consoles.
The Company is comprised of four divisions. These products and services
consists of the following:
A) StreamCache:
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This is of the earliest hardware-based system for caching infinite objects.
The product will help solve the problem encountered by all Internet users
who have attempted to stream media: stream break-up during peak Internet
user density.
B) ModernRights:
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A media right-clearing network established to administer payment for the
use of artistic works in ModernGroove products as well as other companies
seeking to resell the market's media (audio and video) products. ModernRight
will not be geographically confined and will create a working relationship
with its clients.
C) ModernGroove Interactive (consists of two products):
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1) The Packaged ModernGroove Product:
The packaged product is a physical disc that has music and a visual
entertainment load on it, sold in a box or "jewel case." Instead of
relying and marketing to bring customers to ModernGroove via the
Internet, the Company plans to sell packaged products on the videogame
racks at mass retailers.
2) The Web-Based ModernGroove Product:
An Internet-based music distribution and sales system. Users can use
a variety of accessing devices to download ModernGoove content.
Further, purchases of ModernGroove "jewel case" product will
automatically steered to ModernGroove's Web based product after a
certain amount of time.
D) Capsule Media:
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With ModernGroove's Stream Cache Network and 1.5MB/sec connection speeds
through X-DSL or cable modems, TV quality video via the Internet will can
be available within year. This technology can provide the same entertainment
format which television provides through the internet. It is the Company's
goal to provide entertainment products for the Internet video broadcast
medium.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS
It was announced, at the annual shareholder's meeting, held on December
18, 2009, that Skyelan Rose resigned as an officer of the Company,
effective December 18, 2000. Skyelan Rose held no stock in the Company.
ITEM 7. FINANCIAL STATEMENT AND EXHIBITS.
A. Financial Statements. The following financial statements will
be filed as soon as they are available and in any event no later
than sixty (60) days after the date on which this Current Report on
Form 8-K is required to be filed:
(1) The Consolidated audited Financial Statements of Modern Groove
Entertainment, International, Inc. ended November 30, 1999.
(2) The following exhibit is filed herewith:
B. Agreement dated as of December 18, 2000 among the Company, and Modern
Groove Entertainment International, Inc. and the shareholders of Modern
Groove Entertainment International, Inc.
ITEM 8. CHANGE IN FISCAL YEAR.
Not applicable.
ITEM 9. REGULATION S OFFERINGS.
Not applicable.
Date: December 18, 2000
ModernGroove Entertainment, Inc.
By: /s/ T. J. Jesky
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T. J. Jesky
President
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Exhibit A
SHARE EXCHANGE AGREEMENT
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MADE EFFECTIVE AS OF DECEMBER 18, 2000 (the "Effective Date"),
BETWEEN: John Stroppa, Justin Halowaty, Adrian Crook,
Steven Zur, John Stroppa in Trust for the Modern Groove
Employee Stock Fund, all c/o 1865 West 5th Avenue, Vancouver,
British Columbia and GSO151 Ventures Inc, In Trust, c/o 300,
5127 - 100th Avenue, Surrey, British Columbia
(the "Shareholder(s)");
BETWEEN: John Stoppa, Justin Halowaty, Adrian Crook, and Steven Zur,
all c/o 1865 - West 5th Avenue, Vancouver, British Columbia
(the "Managers");
AND: Modern Groove Entertainment International, Inc., a corporation
incorporated under the laws of the State of Nevada, and having
its registered resident agent at 308 Horn Street, Las Vegas,
Nevada;
("MGEI");
AND: Modern Groove Entertainment Inc., a corporation incorporated
under the laws of the Province of British Columbia and having
a registered office at 300, 15127 - 100th Avenue, Surrey,
British Columbia;
(the "Subsidiary");
AND: Barrington Laboratories Inc., a company incorporated under the
laws of the State of Nevada and having a registered office at
1801 E. Tropicana, Suite 9, Las Vegas, Nevada.
("Barrington");
WHEREAS:
A. The authorized share capital of MGEI consists of 100,000,000 common
shares with a par value of U.S.$0.01 each, of which 20,000,000 shares (the
"MGEI Shares") are issued and outstanding;
B. The Shareholder(s) are the legal and beneficial owner of all the MGEI
Shares;
C. The authorized share capital of the Subsidiary is 200,000 common shares
without par value and 100,000 preferred shares, of which only 100 common
shares (the "Subsidiary Shares") are issued and outstanding;
D. MGEI is the legal and beneficial owner of all the Subsidiary Shares;
E. The Shareholder and Barrington have agreed to exchange the MGEI Shares
for voting common shares of Barrington, on the terms and conditions
described in this Agreement; and
F. The Managers have been actively involved in the management of MGEI and
the Subsidiary and expect to benefit directly and indirectly from the
completion of the transactions contemplated herein;
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the covenants
and agreements herein contained, the parties hereto do covenant and agree
(the "Agreement") as follows:
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1. SHARE EXCHANGE
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1.1 Subject to the terms and conditions of this Agreement, the Shareholder
and Barrington agree that the Shareholder shall transfer all of the MGEI
Shares to Barrington at an agreed value of US$260,000.00, in exchange for
the issue to the Shareholder of 26,000,000 voting common shares of Barrington
(the "Barrington Shares") at the deemed price of $0.01 per Barrington Share.
1.2 The transactions contemplated under this Agreement (the "Transactions")
shall be completed (the "Completion") at the offices of Barrington's
solicitors, Thomas E. Cook & Associates, Ltd., or at such other place as
may be agreed between the parties, at 5:00 p.m. local time in Vancouver, B.C.,
or at such other time as may be agreed between the parties, (the "Time of
Closing") on January 1, 2001, or on such other date as may be agreed between
he parties, (the "Closing Date").
2. CONDITIONS PRECEDENT
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2.1 Barrington's obligation to carry out the terms of this Agreement and to
complete its transactions contemplated under this Agreement is subject to
the fulfilment to the satisfaction of Barrington of each of the following
conditions that:
(a) on or before November 30, 2000 (the "Subject Removal Date"),
Barrington shall have been able to complete Barrington's
Investigation (defined below) with results to its reasonable
satisfaction;
(b) at the Time of Closing, the solicitors for the Shareholder shall
provide an opinion dated as of the Closing Date, substantially in
the form of Schedule A to this Agreement (the "MGEI Solicitor
Opinion");
(c) at the Time of Closing, the common shares of Barrington will be
quoted on the Over the Counter Bulletin Board of NASDAQ (the "OTC
Board");
(d) as of the Time of Closing, the Shareholder, the Managers, MGEI and
the Subsidiary (collectively, the "MGEI Group") shall have complied
in all material respects with all of their respective covenants and
agreements contained in this Agreement; and
(e) as of the Time of Closing, the representations and warranties of
each of the MGEI Group contained in this Agreement or contained in
any certificates or documents delivered by any of them pursuant to
this Agreement shall be true in all material respects as if such
representations and warranties had been made as of the Time of
Closing.
The conditions set forth above are for the exclusive benefit of Barrington and
may be waived by Barrington in whole or in part at any time at or before the
Time of Closing.
2.2 The Shareholder's obligations to carry out the terms of this Agreement
and to complete its transactions contemplated under this Agreement are subject
to the fulfilment to its satisfaction of each of the following conditions that:
(a) on or before the Subject Removal Date, the Shareholder shall have
been able to complete the Shareholder's Investigation (defined below)
with results to its reasonable satisfaction;
(b) on or before the Subject Removal Date, Barrington shall have
restructured or otherwise altered its share capital so that upon
the issuance of the Barrington Shares, Barrington's issued share
capital and share capital reserved for issuance will be not more
than 200,000,000 common shares;
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(c) at the Time of Closing, the solicitors for Barrington shall provide
an opinion dated as of the Closing Date, substantially in the form of
Schedule B to this Agreement (the "Barrington Solicitor Opinion");
(d) at the Time of Closing, the common shares of Barrington will be
quoted on the OTC Board;
(e) as of the Time of Closing, Barrington shall have complied in all
material respects with all of its covenants and agreements contained
in this Agreement; and
(f) as of the Time of Closing, the representations and warranties of
Barrington contained in this Agreement or contained in any
certificates or documents delivered by it pursuant to this Agreement
shall be true in all material respects as if such representations
and warranties had been made by Barrington as of the Time of Closing.
The conditions set forth above are for the exclusive benefit of the Shareholder
and may be waived by the Shareholder in whole or in part at or before the Time
of Closing.
1.2 The parties acknowledge and agree each with the other that this Agreement
and all of the transactions contemplated under this Agreement are subject to
receipt of any regulatory approvals that may be required under applicable laws.
If any such approvals are required but are not obtained by the Subject Removal
Date, then this Agreement shall terminate and be of no further force or effect.
3. COVENANTS, AGREEMENTS AND ACKNOWLEDGEMENTS
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3.1 Each of the MGEI Group severally covenants and agrees with Barrington that
it shall:
(a) from and including the Effective Date through to and including the
Time of Closing, use its best efforts to permit Barrington, through
its directors, officers, employees and authorized agents and
representatives, at Barrington's own cost, full access to the books,
records and property of MGEI and the Subsidiary including, without
limitation, all of the assets, contracts, correspondence, accounts
and minute books of MGEI and the Subsidiary, so as to permit
Barrington to make such investigation (the "Barrington's
Investigation") of MGEI and the Subsidiary as Barrington considers
advisable;
(b) use its reasonable best efforts to obtain any regulatory approvals
for this Agreement and the transactions contemplated hereunder
required by applicable laws to be obtained by the Shareholder, MGEI
or the Subsidiary on or before the Subject Removal Date;
(c) provide to Barrington all such further documents, instruments and
materials and do all such acts and things as may be reasonably
requested in writing by Barrington to obtain any regulatory
approvals that may be required under applicable laws;
(d) from and including the Effective Date through to and including the
Time of Closing, use its reasonable best efforts to ensure that all
of its representations and warranties contained in this Agreement or
any certificates or documents delivered by it pursuant to this
Agreement remain true and correct;
(e) from and including the Effective Date through to and including the
Time of Closing, use its reasonable best efforts to preserve and
protect all of the goodwill, assets, business and undertaking of
MGEI and the Subsidiary and, without limiting the generality of the
foregoing, carry on the businesses of MGEI and the Subsidiary in a
reasonable and prudent manner; and
(f) from and including the Effective Date through to and including the
Time of Closing, keep confidential all discussions and
communications (including all information communicated therein)
between the parties, and all written and printed materials of any
kind whatsoever exchanged by the parties, except only any information
or material that:
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(i) was in the public domain at the time of disclosure to a party
(the "Recipient");
(ii) was already in the possession of the Recipient prior to
disclosure, as demonstrated by the Recipient through tangible
evidence;
(iii) subsequently enters the public domain through no fault of the
Recipient or any officer, director, employee or agent of the
Recipient; or
(iv) is required to be disclosed by law or by a court or regulatory
authority of competent jurisdiction;
and, if so requested by Barrington, each of the MGEI Group shall use its
reasonable best efforts to cause any director, officer, employee, authorized
agent or representative of MGEI or the Subsidiary to enter into, and each of
the MGEI Group themselves shall enter into, a non-disclosure agreement with
Barrington in a form acceptable to Barrington acting reasonably.
3.2 Each of the MGEI Group severally covenants and agrees with Barrington that,
from and including the Effective Date through to and including the Time of
Closing, it shall:
(a) not do any act or thing that would render any representation or
warranty of any of the MGEI Group contained in this Agreement or
any certificates or documents delivered by any of them pursuant to
this Agreement untrue or incorrect; and
(b) not sell, encumber or dispose of, or negotiate with any other person
in respect of a sale, encumbrance or disposition of, any of the MGEI
Shares, the Subsidiary Shares or any goodwill, assets, business or
undertaking of MGEI or the Subsidiary, other than a sale of part of
the assets of MGEI or the Subsidiary for at least fair market value
in the ordinary course of business.
3.3 Each of the MGEI Group acknowledges to and agrees with Barrington that
Barrington's Investigation shall in no way limit or otherwise adversely affect
the rights of Barrington as provided for hereunder in respect of the
representations and warranties of each of the MGEI Group contained in this
Agreement or in any certificates or documents delivered by any of them pursuant
to this Agreement.
3.4 Barrington covenants and agrees with the MGEI Group that Barrington shall:
(a) from and including the Effective Date through to and including the
Time of Closing, permit the Shareholder, through his authorized
agents and representatives, at the Shareholder's own cost, full
access to the books, records and property of Barrington including,
without limitation, all of the assets, contracts, correspondence,
accounts and minute books of Barrington, so as to permit the
Shareholder to make such investigation (the "Shareholder's
Investigation") of Barrington as the Shareholder considers advisable;
(b) use its reasonable best efforts to obtain any regulatory approvals
for this Agreement and the transactions contemplated hereunder
required by applicable laws to be obtained by Barrington on or
before the Subject Removal Date including, without limitation, all
approvals required under applicable securities laws or the rules or
policies relating to the OTC Board and make any and all filings and
provide all notices required under applicable securities laws in
connection with this Agreement and the consummation of the
transactions contemplated herein, including the issue to the
Shareholder of the Barrington Shares;
(c) provide to the Shareholder all such further documents, instruments
and materials and do all such acts and things as may reasonably be
requested in writing by the Shareholder to obtain any regulatory
approvals that may be required under applicable laws;
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(d) from and including the Effective Date through to and including the
Time of Closing, do all such acts and things that may be necessary
to ensure that all of the representations and warranties of
Barrington contained in this Agreement or in any certificates or
documents delivered by it pursuant to this Agreement remain true
and correct; and
(e) from and including the Effective Date through to and including the
Time of Closing, subject to its legal reporting obligations, keep
confidential all discussions and communications (including all
information communicated therein) between the parties, and all
written and printed materials of any kind whatsoever exchanged by
the parties, except only any information or material that:
(i) was in the public domain at the time of disclosure to a party
(the "Recipient");
(ii) was already in the possession of the Recipient prior to
disclosure, as demonstrated by the Recipient through tangible
evidence;
(iii) subsequently enters the public domain through no fault of
the Recipient or any officer, director, employee or agent
of the Recipient; or
(iv) is required to be disclosed by law or by a court or regulatory
authority of competent jurisdiction;
and, if so requested by the MGEI or the Subsidiary, Barrington shall arrange
for any director, officer, employee, authorized agent or representative of
Barrington to enter into, and Barrington itself shall enter into, a non-
disclosure agreement with MGEI and the Subsidiary in a form acceptable to
MGEI and the Subsidiary acting reasonably.
3.5 Barrington acknowledges to and agrees with the Shareholder that the
Shareholder's Investigation shall in no way limit or otherwise adversely
affect the rights of the Shareholder as provided for hereunder in respect of
the representations and warranties of Barrington contained in this Agreement
or in any certificates or documents delivered by Barrington pursuant to this
Agreement.
3.6 Barrington covenants and agrees with the MGEI Group that, from and
including the Effective Date through to and including the Time of Closing,
Barrington shall not do any act or thing that would render any representation
or warranty of Barrington contained in this Agreement or any certificates or
documents delivered by it pursuant to this Agreement untrue or incorrect.
3.7 At or prior to the Time of Closing, Barrington will take all necessary
corporate action so that the officers and directors of Barrington will be as
follows:
Directors:
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John Stroppa
Adrian Crook
Stephen Zur
William Macklem
Officers:
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John Stroppa Chairman
John Stroppa President
Chief Operating Officer
William Macklem Secretary
3.8 Prior to the Closing Date, Barrington shall undertake a financing (the
"Financing") to raise at least US$2,000,000 for working capital purposes by
issuing and reserving not more than 1,000,000 common shares of Barrington.
The Financing will consist of Barrington offering 200 units (the "Units") of
Barrington at a price of US$100,000 per Unit. Each Unit will consist of one
common share of Barrington and one-half of a warrant. The warrants will have
a term of two years. Each whole warrant will entitle the holder to purchase
one additional share of Barrington in the first year at a price of $5.00 per
share and in the second year at a price of $10.00 per share.
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4. REPRESENTATIONS AND WARRANTIES
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4.1 In order to induce Barrington to enter into this Agreement and complete
its transactions contemplated hereunder, each of the MGEI Group severally
represents and warrants to Barrington that:
(a) MGEI was duly incorporated under the laws of the State of Nevada
and MGEI:
(i) is not subject to the reporting issuer requirements of the
British Columbia Securities Act (the "B.C. Act");
(ii) has the power, authority and capacity to enter into this
Agreement and carry out its terms; and
(iii) is in good standing under the laws of Bermuda;
(b) the Directors and Officers of MGEI are as follows:
(i) Stephen Zur- Director;
(ii) Adrian Crook - Director and Secretary; and
(iii) John Stroppa - Director and President;
(c) the authorized and issued share capital of MGEI is as set forth
in paragraph A of the recitals to this Agreement;
(d) except for the MGEI Shares, there are no documents, instruments
or other writings of any kind whatsoever which constitute a
"security" of MGEI as that term is defined in the B.C. Act and,
except as is provided for by operation of this Agreement, there
are no options, agreements or rights of any kind whatsoever to
acquire directly or indirectly any other shares of MGEI from MGEI;
(e) the constating documents of MGEI have not been altered since its
date of Incorporation;
(f) the Subsidiary was and remains duly incorporated and validly
existing under the laws of the British Columbia and the Subsidiary:
(i) is not subject to the reporting issuer requirements of the B.C.
Act;
(ii) has the power, authority and capacity to enter into this
Agreement and carry out its terms; and
(iii) is in good standing with respect to the filing of annual
reports required under the laws of British Columbia;
(g) the Directors and Officers of the Subsidiary are as follows:
(i) John Stroppa- sole Director, President and Secretary;
(h) the authorized and issued share capital of the Subsidiary is as
set forth in paragraph C of the Recitals to this Agreement;
(i) the Subsidiary Shares are and will on the Closing Date immediately
prior to Completion be validly issued and outstanding fully paid and
non-assessable common shares of the Subsidiary registered in the name
of, and legally and beneficially owned by, MGEI, free and clear of
all voting restrictions, trade restrictions, liens, charges or
encumbrances of any kind;
(j) except for the Subsidiary Shares, there are no documents, instruments
or other writings of any kind whatsoever which constitute a
"security" of the Subsidiary as that term is defined in the B.C.
Act and, except as is provided for by operation of this Agreement,
there are no options, agreements or rights of any kind whatsoever
to directly or indirectly acquire all or any part of the Subsidiary
Shares or any interest in them from MGEI, or to acquire any other
shares of the Subsidiary from the Subsidiary;
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(k) the constating documents of the Subsidiary have not been altered
since the incorporation of the Subsidiary;
(l) MGEI and the Subsidiary each has the corporate power to own the
Assets and to carry on the business carried on by it, and each of
MGEI and the Subsidiary is duly qualified to carry on business in
all jurisdictions in which it carries on business;
(m) each of MGEI and the Subsidiary has good and sufficient power,
authority and capacity to enter into this Agreement and complete
its respective transactions contemplated under this Agreement on
the terms and conditions set forth herein;
(n) none of the MGEI Group has incurred any liability for agency,
brokerage, referral or finder's fees, commissions or compensation
of any kind whatsoever with respect to this Agreement or any
transaction contemplated under this Agreement; and
(o) the representations and warranties of the MGEI Group contained in
this Agreement disclose all material facts known to each of them
specifically relating to the transactions involving the Shareholder
and MGEI contemplated under this Agreement which materially and
adversely affect, or in the future may materially and adversely
affect, their respective abilities to perform their respective
obligations under this Agreement or the value of the MGEI Shares,
the Subsidiary Shares, or the Assets.
4.2 In order to induce Barrington to enter into this Agreement and complete
its transactions contemplated hereunder, each of the Managers jointly and
severally represents and warrants to Barrington that:
(a) he has good and sufficient power, authority and capacity to enter
into this Agreement and complete the transactions contemplated under
this Agreement on the terms and conditions set forth herein;
(b) no third party privacy or intellectual property rights, including
without limitation, copyright, trade secret or patent rights, were
violated in the creation, compilation or acquisition of, or are
violated by the use of, any of the Assets by MGEI, the Subsidiary
or by any party through whom MGEI or the Subsidiary acquired title
or a license or to whom MGEI or the Subsidiary has granted a license
in respect of the Assets;
(c) all of the material transactions of MGEI have been promptly and
properly recorded or filed in or with the books or records of MGEI
and the minute books of MGEI contain all records of the meetings and
proceedings of the shareholders and directors of MGEI since its
incorporation;
(d) MGEI and the Subsidiary each holds all material licences and permits
that are required for carrying on their respective businesses in the
manner in which such businesses have been carried on;
(e) except as specified in Schedule C to this Agreement, MGEI or the
Subsidiary is the registered and beneficial owner of each of the
properties and assets used by MGEI or the Subsidiary and which is
necessary or useful in the conduct of its business (collectively
the "Assets"), which are owned as indicated therein;
(i) MGEI or the Subsidiary has good and marketable exclusive title
to each of the Assets free and clear of all licenses, liens,
charges and encumbrances of any kind whatsoever save and except
those specified as "Permitted Encumbrances" on Schedule C.
(f) each item of machinery and equipment of any kind whatsoever
comprised in the Assets is in reasonable operating condition and
in a state of reasonable maintenance and repair taking into account
its age and use;
(g) all of the bank accounts and safety deposit boxes of MGEI or the
Subsidiary are listed on Schedule C to this Agreement;
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(h) the audited financial statements of MGEI and the Subsidiary for
the period ending June 30, 2000 (collectively the "MGEI Statements"),
copies of which are attached as Schedule D to this Agreement, are
true and correct in every material respect and present fairly and
accurately the financial position and results of the operations of
MGEI for the periods indicated, and have been prepared in accordance
with generally accepted accounting principles applied on a consistent
basis;
(i) the MGEI Statements disclose all material financial transactions of
MGEI and the Subsidiary since their respective dates of incorporation
to the date of such financial statements and such transactions have
been fairly and accurately recorded;
(j) except as disclosed in the MGEI Statements:
(i) no dividends or other distributions of any kind whatsoever on
any shares in the capital of MGEI or the Subsidiary have been
made, declared or authorized;
(ii) no new machinery or equipment of any kind whatsoever has been
ordered by, or installed or assembled on the premises of, MGEI
or the Subsidiary, except in the ordinary course of business
and for machinery and equipment received and/or ordered in
connection with the expansion of MGEI and the Subsidiary all
having a cost of not more than $10,000.
(iii) neither MGEI nor the Subsidiary is indebted to the
Shareholder(s):
(iv) none of the Shareholder(s) or any other officer, director
or employee of MGEI or the Subsidiary is indebted or under
obligation to MGEI or the Subsidiary on any account
whatsoever; and
(v) neither MGEI nor the Subsidiary has guaranteed or agreed to
guarantee any debt, liability or other obligation of any kind
whatsoever of any person, firm or corporation of any kind
whatsoever;
(k) there are no material financial liabilities of MGEI or the
Subsidiary, whether direct, indirect, absolute, contingent or
otherwise, which are not disclosed or reflected in the MGEI
Statements, except for liabilities arising in the ordinary course
of business since the date thereof and liabilities in respect
thereof;
(l) to the best of its knowledge, any accounts receivable of MGEI or
the Subsidiary shown in the MGEI Statements are bona fide, good
and collectible without setoff or counterclaim;
(m) the current directors, officers, key employees and independent
contractors and consultants of MGEI and the Subsidiary, and all
of their current compensation arrangements with MGEI or the
Subsidiary, whether as directors, officers or employees of, or as
independent contractors or consultants, are as listed on Schedule
E to this Agreement;
(n) no future payments of any kind whatsoever have been authorized or
provided by MGEI or the Subsidiary directly or indirectly to or on
behalf of the Shareholder, the Managers or any of the directors,
officers, key employees, independent contractors or consultants
of MGEI or the Subsidiary except in accordance with those
compensation arrangements specified on Schedule E to this Agreement
or except as contemplated by this Agreement;
(o) there are no pensions, profit sharing, group insurance or similar
plans or other deferred compensation plans of any kind whatsoever
affecting MGEI or the Subsidiary other than those specified on
Schedule E to this Agreement;
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(p) neither MGEI nor the Subsidiary is now, or has ever been, a party
to any collective agreement with any labour union or other
association of employees of any kind whatsoever, no collective
bargaining agent has been certified in respect of MGEI or the
Subsidiary and there is no application pending for certification
of a collective bargaining agent in respect of MGEI or the
Subsidiary;
(q) the contracts and agreements included on Schedule E to this
Agreement and those additional contracts and agreements specified
on Schedule F to this Agreement constitute all of the contracts
and agreements of MGEI and of the Subsidiary which are currently
outstanding and which involve expenditures or receipts of
$10,000.00 or more per annum, or licensing of or access to any of
the Assets, (collectively the "Material Contracts");
(r) except as is noted on the appropriate Schedule to this Agreement,
the Material Contracts are valid and enforceable and MGEI or the
Subsidiary, as the case may be, is not in material default
thereunder and, to the best of its knowledge, the other party or
parties thereto are not in material default thereunder;
(s) neither MGEI nor the Subsidiary has licensed, leased, transferred,
disposed of or encumbered any of the Assets in any way, or
permitted any third party access to any of the Assets the value of
which may be compromised by such access, including in particular the
source code to any computer software or any trade secret information
included in the Assets, except only in accordance with the terms of
the Material Contracts;
(t) all tax returns and reports of MGEI and of the Subsidiary required
by law to have been filed have been filed and are substantially true,
complete and correct and all taxes and other government charges of
any kind whatsoever of MGEI and of the Subsidiary have been paid or
accrued in the MGEI Statements;
(u) neither MGEI nor the Subsidiary has:
(i) made any election under any applicable tax legislation with
respect to the acquisition or disposition of any property at
other than fair market value;
(ii) acquired any property for proceeds greater than the fair
market value thereof; or
(iii) disposed of anything for proceeds less than the fair market
value thereof;
(v) each of MGEI and the Subsidiary has made all elections required to
have been made under any applicable tax legislation in connection
with any distributions made by either of them and all such elections
were true and correct and filed in the prescribed form and within
the prescribed time period;
(w) adequate provision has been made on the MGEI Statements for taxes
payable by MGEI and by the Subsidiary to the date thereof and there
are no agreements, waivers or other arrangements of any kind
whatsoever providing for an extension of time with respect to the
filing of any tax return by, or payment of, any tax or governmental
charge of any kind whatsoever by MGEI or by the Subsidiary;
(x) neither MGEI nor the Subsidiary has any contingent tax liabilities
of any kind whatsoever, and there are no grounds which would prompt
a material reassessment of MGEI or the Subsidiary, including for
aggressive treatment of income or expenses in earlier tax returns
filed;
(y) there are no amounts outstanding and unpaid for which MGEI or the
Subsidiary has previously claimed a deduction under any applicable
tax legislation;
9
<PAGE>
(z) each of MGEI and the Subsidiary has made all collections, deductions,
remittances and payments of any kind whatsoever and filed all reports
and returns required by it to be made or filed under the provisions
of all applicable statutes requiring the making of collections,
deductions, remittances or payments of any kind whatsoever in those
jurisdictions in which MGEI or the Subsidiary carries on business;
(aa) to the best of its knowledge there are no actions, suits,
judgements, investigations or proceedings of any kind whatsoever
outstanding, pending or threatened against or affecting MGEI or
the Subsidiary at law or in equity or before or by any federal,
provincial, state, municipal or other governmental department,
commission, board, bureau or agency of any kind whatsoever and,
to the best of its knowledge, there is no basis therefor;
(bb) the execution and delivery of this Agreement, the performance of
their respective obligations under this Agreement and the
Completion will not:
(i) conflict with, or result in the breach of or the acceleration
of any indebtedness under, or constitute default under, any
of the constating documents of MGEI or the Subsidiary or, to
the best of its knowledge, any of the terms of any indenture,
mortgage, agreement, lease, licence or other instrument of
any kind whatsoever to which any of the MGEI Group is a party
or by which any of them is bound, or any judgement or order of
any kind whatsoever of any court or administrative body of any
kind whatsoever by which any of them is bound; nor
(ii) to the best of its knowledge, result in the violation of any
law or regulation of any kind whatsoever by any of MGEI Group;
and
(cc) to the best of his knowledge, neither MGEI nor the Subsidiary is
in material breach of any applicable law, ordinance, statute,
regulation, by-law, order or decree of any kind whatsoever
including, without limitation, any applicable securities laws.
4.3 In order to induce Barrington to enter into this Agreement and complete
its transactions contemplated hereunder, the Shareholder represents and
warrants to Barrington that:
(a) the MGEI Shares are and will on the Closing Date immediately prior
to Completion be validly issued and outstanding fully paid and non-
assessable common shares of MGEI registered in the name of, and
legally and beneficially owned by, the Shareholder, free and clear
of all voting restrictions, trade restrictions, liens, claims,
charges or encumbrances of any kind whatsoever;
(b) the Shareholder has good and sufficient power, authority and
capacity to enter into this Agreement and complete the transactions
contemplated under this Agreement on the terms and conditions set
forth herein, and in particular to sell the MGEI Shares to
Barrington as contemplated herein;
(c) there are no actions, suits, judgements, investigations or
proceedings of any kind whatsoever outstanding, pending or
threatened against or affecting the Shareholder at law or in equity
or before or by any federal, provincial, state, municipal or other
governmental department, commission, board, bureau or agency of any
kind whatsoever which in any way relate to the MGEI Shares or could
affect the ability of the Shareholder to perform his obligations
hereunder and to the best of his knowledge there is no basis
therefor;
(d) so far as the Shareholder is aware, based solely on having made
appropriate inquiries of the Managers, each of the representations
of the Managers in paragraph 4.2 of this Agreement are correct in
all material respects;
10
<PAGE>
(e) the Shareholder has such knowledge and experience in financial
and business matters as to be capable of evaluating the merits
and risks of an investment in the Barrington Shares and is able to
bear the economic risk of loss of the Shareholder's entire
investment;
(f) Barrington has provided to the Shareholder the opportunity to ask
questions and receive answers concerning the terms and conditions
of the issuance of the Barrington Shares and the Shareholder has
had access to such information concerning Barrington as he has
considered necessary or appropriate in connection with the
investment decision to acquire the Barrington Shares;
(g) the Shareholder is acquiring the Barrington Shares for his own
account, for investment purposes only and not with a view to any
resale, distribution or other disposition of the Barrington Shares
in violation of the United States securities laws;
(h) the Shareholder has not agreed to acquire the Barrington Shares
as a result of any form of general solicitation or general
advertising, including advertisements, articles, notices or
other communications published in any newspaper, magazine or
similar media or broadcast over radio, or television, or any
seminar or meeting whose attendees have been invited by general
solicitation or general advertising; and
----------------------------------------------------------
4.4 The Shareholder acknowledges and agrees that:
(a) the Barrington Shares have not been and, subject to paragraph 7.1
of this Agreement, will not be registered under the United States
Securities Act of 1933 (the "Securities Act") or the securities
laws of any state of the United States or other jurisdiction and
that the exchange contemplated hereby is being made in reliance on
the Shareholder's representations and warranties regarding the
circumstances required for an exemption from such registration
requirements;
11
<PAGE>
(b) the issuance of the Barrington Shares has not been approved or
disapproved by the United States Securities and Exchange Commission,
any state securities agency, or any foreign securities agency, and
Barrington is not registered under the United States Securities
Exchange Act of 1934 (the "Exchange Act");
(c) the certificates representing the Barrington Shares will bear a
legend stating that such shares have not been registered under the
Securities Act or the securities laws of any state of the United
States and may not be traded except in compliance with the
Securities Act and the Exchange Act and, without limiting the
foregoing, may not be traded for a period of not less than one
year following the issuance fo the Barrington Shares; and
(d) if the Shareholder decides to offer, sell or otherwise transfer
any of the Barrington Shares, he will not offer, sell or otherwise
transfer any of the Barrington Shares directly or indirectly, unless:
(i) the sale is to Barrington;
(ii) the sale is made pursuant to a valid registration or an
exemption from the registration requirements under the
Securities Act provided by Rule 144 thereunder and in
accordance with any applicable state securities or "Blue
Sky" laws; or
(iii) the Barrington Shares are sold in a transaction that does
not require registration under the Securities Act or any
applicable state laws and regulations governing the offer
and sale of securities, and he has prior to such sale
furnished to Barrington an opinion of counsel reasonably
satisfactory to Barrington.
4.5 The Shareholder consents to Barrington making a notation on its records
or giving instructions to any transfer agent of Barrington in order to
implement the restrictions on transfer set forth and described herein.
4.6 The Shareholder acknowledges and accepts that there may be material tax
consequences to a shareholder in respect of an acquisition or disposition of
the Barrington Shares, and that Barrington gives no opinion and makes no
representation with respect to the tax consequences to the Shareholder under
United States, state, local or foreign tax law in respect of the Shareholder's
acquisition or disposition of the Barrington Shares.
4.7 In order to induce the MGEI Group to enter into this Agreement and
complete its transactions contemplated hereunder, Barrington represents and
warrants to the MGEI Group that:
(a) Barrington was and remains duly incorporated and validly existing
under the laws of the State of Nevada, and Barrington is in good
standing with respect to all filings required by the Nevada
Secretary of State;
(b) the authorized capital of Barrington consists of 205,000,000 shares,
consisting of 200,000,000 common shares with a par value of $0.01 per
share and 5,000,000 preference shares with a par value of $1.00 per
share, of which 4,100,700 common shares (the "Outstanding Shares")
and no preference shares were validly authorized, created, allotted,
issued and outstanding as fully paid and non-assessable shares as of
the Effective Date and 26,000,000 common shares (the "Reserved
Shares") were reserved for issuance as of the Effective Date;
(c) other than as contemplated in this Agreement, no further "securities"
as described in the B.C. Act) of Barrington will be issued after the
Effective Date, and there are no commitments, plans or arrangements
of any kind whatsoever to issue any securities of Barrington, nor
are there any outstanding options, warrants, convertible securities
or other rights of any kind whatsoever calling for the issuance of
any of the unissued shares of Barrington;
(d) the Barrington Shares to be issued on Completion will be, when
issued, validly issued as fully paid and non-assessable and
registered in the name of the Shareholder;
12
<PAGE>
(e) Barrington has good and sufficient power, authority and capacity
to enter into this Agreement and complete its transactions
contemplated under this Agreement on the terms and conditions
set forth herein;
(f) the common shares of Barrington are currently quoted on the OTC
Board;
(g) Barrington is in material compliance with all applicable laws
including, without limitation, all applicable U.S. securities laws;
(h) the constating documents of Barrington have not been altered since
the incorporation of Barrington;
(i) Barrington has not carried on and does not currently carry on any
business;
(j) there has been no material adverse change to the financial position
of Barrington since 31 December 1999, as set forth in the audited
financial statements of Barrington as of that date, which financial
statements have been prepared in accordance with generally accepted
accounting principles applied on a consistent bass with prior
periods and which are attached as Schedule G to this Agreement (the
"Barrington Statement");
(k) the Barrington Statements disclose all material financial
transactions of Barrington since its date of incorporation and
such transactions have been fairly and accurately recorded;
(l) to the best of its knowledge, any accounts receivable Barrington
shown in the Barrington Statements are bona fide, good and
collectible without setoff or counterclaim;
(m) Barrington does not have any property or assets except those listed
in Schedule H to this Agreement;
(n) Barrington has not disposed of any property or assets except
those listed in Schedule I to this Agreement;
(o) all of the bank accounts and safety deposit boxes of Barrington
are listed on Schedule C to this Agreement;
(p) there are no material financial liabilities of Barrington, whether
primary, secondary, direct, indirect, absolute, contingent or
otherwise, under or in respect of any contract, agreement,
arrangement, commitment or undertaking which are not disclosed or
reflected in the Barrington Statements except for liabilities
arising in the ordinary course since the date thereof;
(q) Barrington has not entered into any indenture, mortgage, agreement,
lease, license or other instrument of any kind whatsoever relating
to any indebtedness;
(r) Barrington has not entered into and is not currently a party to any
material contracts except those listed in Schedule J to this
Agreement, and all such contracts are valid and enforceable and
Barrington is not in default thereunder and, to the best of its
knowledge, the other parties thereto are not in material thereunder;
(s) Barrington has not had and does not currently have any employees or
any compensation arrangements with any employees, independent
consultants or consultants;
(t) no payments of any kind whatsoever have been made or authorized by
Barrington directly or indirectly to or on behalf of any of its
shareholders, or any of its directors or officers;
(u) there are no pensions, profit sharing, group insurance or similar
plans or other deferred compensation plans of any kind whatsoever
effecting Barrington;
13
<PAGE>
(v) the Directors and Officers of Barrington are as follows:
(i) T. J. Jesky;
(ii) Justin Halowaty;
(w) all tax returns and reports of Barrington required by law have
been filed and are substantially true, complete and correct and
all taxes and other government charges of any kind whatsoever of
Barrington have been paid or accrued in Barrington statements;
(x) Barrington has not:
(i) made an election under any applicable tax legislation with
respect to the acquisition or disposition of any property at
other than fair market value; or
(ii) acquired or disposed of any property at other than fair
market value;
(y) Barrington has made all elections required to have been made under
any applicable tax legislation in connection with any distributions
made by it and all such elections were true and correct and filed in
the prescribed time period;
(z) adequate provisions have been made on the Barrington Statements for
taxes payable by Barrington for the current period for which tax
returns are not yet required to be filed and there are no agreements,
waivers or other arrangements of any kind whatsoever providing for
an extension of time with respect to the filing of any tax return by,
or payment of, any tax or governmental charge of any kind whatsoever
by Barrington;
(aa) Barrington does not have any contingent tax liabilities of any kind
whatsoever, and there are no grounds which would prompt a re-
assessment of Barrington, including for aggressive treatment of
income or expenses in early tax returns filed;
(bb) there are no amounts outstanding and paid for for which Barrington
has previously claimed a deduction under any applicable tax
legislation;
(cc) Barrington has made all collections, deductions, remittances and
payments of any kind whatsoever and filed all reports and returned
required to be made or filed under the provisions of all applicable
statutes requiring the making of collections, deductions,
remittances or payments of any kind whatsoever;
(dd) there are no actions, suits, judgments, investigations or
proceedings of any kind whatsoever outstanding, pending or
threatened against or effecting Barrington at law or in equity
or by any federal, state, municipal or other governmental
department, commission, board, bureau or agency of any kind
whatsoever and there is no basis therefor;
(ee) the execution and delivery of this Agreement, the performance of
its obligations under this Agreement and the Completion will not:
(i) conflict with, or result in a breach of, or constitute default
under, any of the material contracts or the constating
documents of Barrington; or
(ii) to the best of its knowledge, result in the violation of any
law or regulation of any kind whatsoever by Barrington; and
(ff) Barrington has not incurred any liability for agency, brokerage,
referral or finders' fees, commissions or compensation of any kind
whatsoever with respect to this Agreement or any transaction
contemplated by this Agreement.
14
<PAGE>
4.8 The representations and warranties of Barrington contained in this
Agreement shall be true at the Time of Closing as though they were made at
the Time of Closing, and they shall survive the Completion and remain in full
force and effect thereafter for the benefit of the Shareholder.
5. INDEMNITIES
-----------
5.1 Notwithstanding the Completion of the transactions contemplated under
this Agreement or Barrington's Investigation, the representations, warranties
and acknowledgements of any of the MGEI Group contained in this Agreement or
any certificates or documents delivered by any of them pursuant to this
Agreement shall survive the Completion and shall continue in full force and
effect thereafter for the benefit of Barrington If any of the representations,
warranties or acknowledgements given by any of the MGEI Group is found to be
untrue or there is a breach of any covenant or agreement in this Agreement on
the part of any of the MGEI Group, then the party or parties responsible shall
jointly and severally indemnify and save harmless Barrington from and against
any and all liability, claims, debts, demands, suits, actions, penalties,
fines, losses, costs (including legal fees, disbursements and taxes as charged
on a lawyer and own client basis), damages and expenses of any kind whatsoever
which may be brought or made against Barrington by any person, firm or
corporation of any kind whatsoever or which may be suffered or incurred by
Barrington, directly or indirectly, arising out of or as a consequence of any
such misrepresentation or breach of warranty, acknowledgement, covenant or
agreement. Without in any way limiting the generality of the foregoing, this
shall include any loss of any kind whatsoever which may be suffered or incurred
by Barrington, directly or indirectly, arising out of any material assessment
or reassessment levied upon MGEI or the Subsidiary for tax, interest and/or
penalties relating to any period of business operations up to and including
the Closing Date and all claims, demands, costs (including legal fees,
disbursements and taxes as charged on a lawyer and own client basis) and
expenses of any kind whatsoever in respect of the foregoing.
5.2 Notwithstanding the Completion of the transactions contemplated under
this Agreement or the Shareholder's Investigation, the representations,
warranties and acknowledgements of Barrington contained in this Agreement or
any certificates or documents delivered by Barrington pursuant to this
Agreement shall survive the Completion and shall continue in full force and
effect thereafter for the benefit of the Shareholder. If any of the
representations, warranties or acknowledgements given by Barrington is found
to be untrue or there is a breach of any covenant or agreement in this
Agreement on the part of Barrington, then Barrington shall indemnify and save
the Shareholder harmless from and against any and all liability, claims,
debts, demands, suits, actions, penalties, fines, losses, costs (including
legal fees, disbursements and taxes as charged on a lawyer and own client
basis), damages and expenses of any kind whatsoever which may be brought or
made against the Shareholder by any person, firm or corporation of any kind
whatsoever or which may be suffered or incurred by the Shareholder, directly
or indirectly, arising out of or as a consequence of any such
misrepresentation or breach of warranty, acknowledgement, covenant or
agreement. Without in any way limiting the generality of the foregoing, this
shall include any loss of any kind whatsoever which may be suffered or
incurred by the Shareholder, directly or indirectly, arising out of any
material assessment or reassessment levied upon Barrington for tax, interest
and/or penalties relating to any period of business operations up to and
including the Closing Date and all claims, demands, costs (including legal
fees, disbursements and taxes as charged on a lawyer and own client basis)
and expenses of any kind whatsoever in respect of the foregoing.
15
<PAGE>
6. CLOSING
-------
6.1 At the Time of Closing, the MGEI Group shall deliver to the solicitors
for Barrington:
(a) certified true copies of the resolutions of the directors of MGEI
and the Subsidiary evidencing that the directors of MGEI and the
Subsidiary have approved this Agreement and all of the transactions
of MGEI and the Subsidiary contemplated hereunder, specifically
referring to:
(i) the exchange and transfer of the MGEI Shares from the
Shareholder to Barrington as provided for in this Agreement;
(ii) the cancellation of the share certificates (the "Old Share
Certificates") representing the MGEI Shares held as set forth
in paragraph B of the recitals to this Agreement; and
(iii) the issuance of a new share certificate (the "New Share
Certificate") representing the MGEI Shares registered in the
name of Barrington;
(b) the Old Share Certificates;
(c) the New Share Certificate;
(d) all copies and records of all source and object code for all
software included in the Assets;
(e) releases in the form of Schedule K to this Agreement (the "Releases")
from each of the Shareholder and the Managers of all claims against
MGEI or the Subsidiary for outstanding amounts owing by either of
MGEI or the Subsidiary on account of any loans, bonuses,
reimbursements, compensation, fees, royalties, dividends or other
consideration whatsoever as at the Closing Date other than for the
advances referred to in paragraph 7.2 and for accrued salary since
the last regular payday;
(f) the MGEI Solicitor Opinion;
(g) certificates of confirmation from each of the Shareholder, the
Managers, MGEI and the Subsidiary substantially in the form of
Schedule L to this Agreement;
(h) the consent of the directors and officers specified in paragraph
3.6; and
(i) any other materials that are, in the opinion of the solicitors
for Barrington, reasonably required to complete the transactions
contemplated under this Agreement.
6.2 At the Time of Closing, Barrington shall deliver to the solicitors for
the Shareholder:
(a) certified true copies of the resolutions of the directors and, if
shareholder approval is required, of the shareholders of Barrington,
evidencing that the directors and, as applicable, the shareholders,
of Barrington have approved this Agreement and all of the
transactions of Barrington contemplated hereunder, including the
issuance of the Barrington Shares in exchange for the MGEI Shares,
the setting of the number of Directors of Barrington at four (4),
and the appointment of the directors and officers specified in
paragraph 3.6;
(b) a share certificate representing the Barrington Shares registered
in the name of the Shareholder or written confirmation from
Barrington's stock transfer agent that the Shareholder has been
registered as the owner of the Barrington Shares, the Barrington
Shares have been allotted and issued and a share certificate
representing the Barrington Shares registered in the name of the
Shareholder will be delivered to the order of the Shareholder as
soon as practicable;
16
<PAGE>
(c) all minute books, business records, titles and papers of Barrington;
(d) the resignation of the current directors and officers of Barrington,
effective on Completion, together with a Release from each such
director and officer in the form of Schedule K;
(e) the Barrington Solicitor Opinion; and
(f) a certificate of confirmation signed by a director or officer of
Barrington substantially in the form of Schedule M to this Agreement.
7. BUSINESS MATTERS
----------------
7.1 Barrington agrees that it will, if requested by the Shareholder, file a
registration statement to effect the qualification and registration under
applicable U.S. securities laws of the resale of the Barrington Shares and
the Barringtonmpany will pay all costs and expenses in connection with the
preparation and filing of such registration statement. The Shareholder shall
be responsible for underwriting and brokerage commissions payable in connection
with such sale.
7.2 Barrington shall take all necessary actions prior to the Closing Date to
change its name to "MGEI Entertainment International Inc.", provided however
that if the transactions contemplated herein do not complete on the Closing
Date, then upon written request by MGEI, Barrington shall promptly change its
name to another name that does not contain the words "Modern Groove" or any
confusingly similar words.
8. GENERAL
-------
8.1 Time and each of the terms and conditions of this Agreement shall be of
the essence of this Agreement and any waiver by the parties of this paragraph
8.1 or any failure by them to exercise any of their rights under this
Agreement shall be limited to the particular instance and shall not extend to
any other instance or matter in this Agreement or otherwise affect any of
their rights or remedies under this Agreement.
8.2 The Schedules to this Agreement incorporated by reference and the recitals
to this Agreement constitute a part of this Agreement.
8.3 This Agreement constitutes the entire Agreement between the parties
hereto in respect of the matters referred to herein and there are no
representations, warranties, covenants or agreements, expressed or implied,
collateral hereto other than as expressly set forth or referred to herein.
8.4 The headings in this Agreement are for reference only and do not constitute
terms of the Agreement.
8.5 The provisions contained in this Agreement which, by their terms, require
performance by a party to this Agreement subsequent to the Closing Date of this
Agreement, shall survive the Closing Date of this Agreement.
8.6 No alteration, amendment, modification or interpretation of this Agreement
or any provision of this Agreement shall be valid and binding upon the parties
hereto unless such alteration, amendment, modification or interpretation is in
written form executed by the parties directly affected by such alteration,
amendment, modification or interpretation.
8.7 It is intended that all of the provisions of this Agreement will be fully
binding and effective between the parties. If any particular provision or
provisions or a part of one or more is held to be invalid, illegal, void,
voidable or unenforceable for any reason whatsoever in any jurisdiction, then
that particular provision or part of the provision or those provisions will
be deemed severed from the remainder of this Agreement. The remainder of
this Agreement will not be affected by the severance and will remain in full
force and effect.
8.8 Whenever the singular or masculine is used in this Agreement the same
shall be deemed to include the plural or the feminine or the body corporate as
the context may require.
17
<PAGE>
8.9 The parties hereto shall execute and deliver all such further documents
and instruments and do all such acts and things as any party may, either
before or after the Closing Date, reasonably require in order to carry out
the full intent and meaning of this Agreement.
8.10 Any notice, request, demand and other communication to be given under
this Agreement shall be in writing and shall be delivered by hand to the
appropriate party at the address as first set out above or to such other
addresses or by such other means as may be designated in writing by the
parties hereto in the manner provided for in this paragraph, and shall be
deemed to have been received on the date of delivery by hand, or if delivered
by e-mail or telecopy, then on the date transmission completes.
8.11 his Agreement will enure to the benefit of and be binding on the parties
hereto and their respective heirs, executors, administrators, successors and
permitted assigns.
8.12 This Agreement shall be subject to, governed by, and construed in
accordance with the laws of the Province of British Columbia and the laws of
Canada applicable therein.
8.13 This Agreement may be signed by the parties in as many counterparts as
may be deemed necessary, each of which so signed shall be deemed to be an
original, and all such counterparts together shall constitute one and the same
instrument.
18
<PAGE>
IN WITNESS WHEREOF the parties have hereunto set their hands and seals as of
the Effective Date:
SIGNED, SEALED & DELIVERED )
by John Stroppa in the presence of: )
)
)
----------------------------------- )
Signature of Witness )
) ----------------------------------
Name: _____________________________ ) John Stroppa
Address: ___________________________ )
____________________________________ )
Occupation: ________________________ )
SIGNED, SEALED & DELIVERED )
by Adrian Crook in the presence of: )
)
)
----------------------------------- )
Signature of Witness )
) ----------------------------------
Name: _____________________________ ) Adrian Crook
Address: ___________________________ )
____________________________________ )
Occupation: ________________________ )
SIGNED, SEALED & DELIVERED )
by Stephen Zur in the presence of: )
)
)
----------------------------------- )
Signature of Witness )
) ----------------------------------
Name: _____________________________ ) Stephen Zur
Address: ___________________________ )
____________________________________ )
Occupation: ________________________ )
SIGNED, SEALED & DELIVERED )
by John Stroppa In trust in the )
presence of: )
)
----------------------------------- )
Signature of Witness )
) ----------------------------------
Name: _____________________________ ) John Stroppa, In trust
Address: ___________________________ )
____________________________________ )
Occupation: ________________________ )
SIGNED, SEALED & DELIVERED )
by Justin Halowaty in the presence of:)
)
)
----------------------------------- )
Signature of Witness )
) ----------------------------------
Name: _____________________________ ) Justin Halowaty
Address: ___________________________ )
____________________________________ )
Occupation: ________________________ )
19
<PAGE>
THE CORPORATE SEAL of )
GS0151 VENTURES, INC. )
was hereunto affixed in the presence )
of its authorized signatory(ies) )
)
----------------------------------- ) c/s
Name: )
)
--------------------------------------)
Title )
)
--------------------------------------)
Name: )
)
--------------------------------------)
Title )
)
--------------------------------------)
THE CORPORATE SEAL of )
MODERN GROOVE ENTERTAINMENT )
INTERNATIONAL, INC. )
was hereunto affixed in the presence )
of its authorized signatory(ies) )
)
----------------------------------- ) c/s
Name: )
)
--------------------------------------)
Title )
)
--------------------------------------)
Name: )
)
--------------------------------------)
Title )
)
--------------------------------------)
THE CORPORATE SEAL of )
BARRINGTON LABORATORIES, INC. )
was hereunto affixed in the presence )
of its authorized signatory(ies) )
)
----------------------------------- ) c/s
Name: )
)
--------------------------------------)
Title )
)
--------------------------------------)
Name: )
)
--------------------------------------)
Title )
)
--------------------------------------)
20
<PAGE>
