SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
SHOPPING SHERLOCK, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
---------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
---------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
---------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
---------------------------------------------------------------------
(5) Total fee paid:
---------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount previously paid:
---------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
---------------------------------------------------------------------
(3) Filing Party:
---------------------------------------------------------------------
(4) Date Filed:
---------------------------------------------------------------------
<PAGE>
SHOPPING SHERLOCK, INC.
Two Union Square, Suite 4200
601 Union Street
Seattle, Washington 98101
Telephone: (206) 652-3675 Facsimile: (206) 652-3676
February 29, 2000
DEAR SHAREHOLDER:
You are cordially invited to attend a Special Meeting of the Shareholders
of SHOPPING SHERLOCK, INC. (the "Company") to be held at 9:00 A.M. Pacific
Standard Time on Tuesday, March 14, 2000 at the principal office of the Company
at Two Union Square, Suite 4200, 601 Union Street, Seattle, Washington 98101.
The sole item of business to be considered at the Special Meeting is the
approval of the Stock Redemption and Settlement Agreement dated January 27,
2000, by and among the Company, Premier Lifestyles International Corporation,
Stewart Family Partners and Richard Stewart. More information concerning the
business to be conducted at the Special Meeting is included in the accompanying
Notice of Special Meeting of the Shareholders and Proxy Statement.
YOUR VOTE IS VERY IMPORTANT. Whether or not you plan to attend the Special
Meeting, it is important that your shares be represented. Therefore, we urge you
to sign, date and promptly return the enclosed proxy in the enclosed envelope.
If you attend the Special Meeting, you shall, of course, have the right to vote
in person.
I look forward to greeting you personally and, on behalf of the Board of
Directors and management, I would like to express our appreciation for your
interest in Shopping Sherlock, Inc.
Sincerely,
/s/ Philip Garratt
------------------------------------------
Philip Garratt, Chief Executive Officer
<PAGE>
SHOPPING SHERLOCK, INC.
Two Union Square, Suite 4200
601 Union Street
Seattle, Washington 98101
---------------------
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON MARCH 14, 2000
The Special Meeting of the Shareholders (the "Special Meeting") of SHOPPING
SHERLOCK, INC. (the "Company") will be held at 9:00 A.M. Pacific Standard Time
on Tuesday, March 14, 2000, at the principal office of the Company at Two Union
Square, Suite 4200, 601 Union Street, Seattle, Washington 98101, for the
following purpose:
1. To approve the Stock Redemption and Settlement Agreement (the
"Agreement") dated January 27, 2000, by and among the Company, Premier
Lifestyles International Corporation ("PLIC"), Stewart Family Partners (the
"Partnership") and Richard Stewart attached to the accompanying Proxy
Statement as Annex A.
Only shareholders of record at the close of business on February 28, 2000
are entitled to notice of, and to vote at, the Special Meeting.
Shareholders unable to attend the Special Meeting in person who wish to
have their shares represented at the Special Meeting are required to read the
enclosed Proxy Statement and then complete and deposit the accompanying Proxy
together with the power of attorney or other authority, if any, under which it
was signed, or a notarized certified copy thereof, with the Company prior to the
commencement of the Special Meeting. Shareholders who received the Proxy through
an intermediary must delivery the Proxy in accordance with the instructions
given by such intermediary.
Shareholders of the Company who do not vote in favor of approving the
Agreement shall have the right to dissent and seek appraisal of the fair value
of their shares if they comply with the procedures required by Florida law,
which are attached as Annex B.
By Order of the Board of Directors
/s/ Philip Garratt
-----------------------------------------
Philip Garratt, Chief Executive Officer
February 29, 2000
THE PROXY STATEMENT WHICH ACCOMPANIES THIS NOTICE OF SPECIAL MEETING OF
SHAREHOLDERS CONTAINS MATERIAL INFORMATION CONCERNING THE MATTERS TO BE
CONSIDERED AT THE SPECIAL MEETING, AND SHOULD BE READ IN CONJUNCTION WITH THIS
NOTICE.
<PAGE>
SHOPPING SHERLOCK, INC.
Two Union Square, Suite 4200
601 Union Street
Seattle, Washington 98101
------------------
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS
-------------------
INTRODUCTION
This Proxy Statement is being furnished to shareholders in connection with
the solicitation of proxies by the Board of Directors of SHOPPING SHERLOCK, INC.
(the "Company") for use at a Special Meeting of Shareholders of the Company (the
"Special Meeting") to be held at 9:00 A.M. Pacific Standard Time on Tuesday,
March 14, 2000, at the principal office of the Company at Two Union Square,
Suite 4200, 601 Union Street, Seattle, Washington 98101, and at any adjournments
thereof, for the purpose of considering and voting upon the matter set forth in
the accompanying Notice of Special Meeting of Shareholders. This Proxy Statement
and the accompanying form of proxy are first being mailed to shareholders on or
about February 29, 2000.
The close of business on February 28, 2000, has been fixed as the record
date for the determination of shareholders entitled to notice of, and to vote,
at the Special Meeting and any adjournment thereof. As of the record date, there
were 9,063,116 shares of the Company's common stock, with a par value of $.001
per share (the "Common Stock"), issued and outstanding and entitled to vote at
the Special Meeting. There are no other classes of voting stock of the Company
issued and outstanding.
The presence, in person or by proxy, of the holders of one-third of the
outstanding shares of the Common Stock entitled to vote on the record date is
necessary to constitute a quorum at the Special Meeting. Abstentions and broker
non-votes shall be counted towards a quorum. If a quorum is not present or
represented at the Special Meeting, the shareholders present at the Special
Meeting or represented by proxy have the power to adjourn the Special Meeting
from time to time, without notice other than an announcement at the Special
Meeting, until a quorum is present or represented. At any such adjournment of
the Special Meeting at which a quorum is present or represented, any business
may be transacted that might have been transacted at the original Special
Meeting.
The affirmative vote of at least 50.01% of the shares of Common Stock
outstanding is required for approval of Proposal I. Abstentions shall have the
same effect as a vote against the proposal and broker non-votes shall be
disregarded.
All shares represented by properly executed proxies, unless such proxies
previously have been revoked, shall be voted at the Special Meeting in
accordance with the directions on the proxies. IF NO DIRECTION IS INDICATED, THE
SHARES SHALL BE VOTED TO APPROVE THE STOCK REDEMPTION AND SETTLEMENT AGREEMENT
BY AND AMONG THE COMPANY, PREMIER LIFESTYLES INTERNATIONAL CORPORATION ("PLIC"),
STEWART FAMILY PARTNERS (THE "PARTNERSHIP") AND RICHARD STEWART. The enclosed
Proxy, even though executed and returned, may be revoked at any time prior to
the voting of the Proxy by one of the following methods:
<PAGE>
(a) execution and submission of a revised Proxy, (b) written notice to Patrick
McGrath, the Secretary of the Company, or (c) voting in person at the Special
Meeting.
PROPOSAL I
TO APPROVE THE STOCK REDEMPTION AND SETTLEMENT
AGREEMENT BY AND AMONG THE COMPANY, PLIC, THE PARTNERSHIP
AND RICHARD STEWART
The Stock Redemption and Settlement Agreement is attached to this Proxy
Statement as Annex A, and shareholders are urged to read the Agreement in its
entirety. The following summary is qualified in its entirety by reference to the
Agreement.
The Stock Redemption and Settlement Agreement
On January 27, 2000, the Company entered into an agreement with PLIC, the
Partnership, and Richard Stewart (the "Agreement") under which the Company
agreed to transfer a worldwide, non-exclusive, perpetual, fully-paid-up license
to use, distribute or make derivative works from the software developed by the
Company (the "License") that operates the Essentially Yours Industries website
and the usrebatewarehouse.com website (the "Websites") in consideration for the
redemption of approximately 2,000,000 shares of common stock by the Company that
PLIC and the Partnership own or have a right to purchase (the "Redemption
Shares"). The Company believes the License presently has an approximate value of
$350,000, which represents the amount expended to date by the Company to develop
the software that operates the Websites as well as the approximate amount the
Company believes a third party would be required to expend to develop similar
software.
Upon executing the Agreement, PLIC and the Partnership agreed to transfer
the Redemption Shares into an escrow account with US Bank Trust until the
closing under the Agreement. The closing under the Agreement shall occur the
earlier of (a) June 30, 2000 or (b) the tenth business day following the date
the conditions to closing are satisfied or waived in writing by the parties to
the Agreement (the "Closing"). The Closing is subject to the following
conditions: (a) shareholder approval of the transactions contemplated in the
Agreement; (b) satisfaction of any requirements under Florida law regarding
distributions to shareholders by the Company; and (c) the perfection by holders
of record of not more than 25,000 shares of the Company's common stock of
dissenters rights pursuant to the procedures required by Florida law.
Prior to the Closing, PLIC agreed to release the Company from any duties or
obligations it may have to provide training, maintenance or support to the
operations of the Websites. PLIC also agreed to assume any duties or obligations
of the Company, contractual or otherwise, to support the operations of the
Websites, including the web hosting account maintained by the Company for the
two servers located at Exodus Communications ("Exodus") that are utilized to
support the Websites. PLIC's assumption of these duties and obligations,
however, did not include responsibility for any amounts due to Exodus from the
Company prior to the execution of the Agreement.
Under the terms of the Agreement and effective as of the Closing, PLIC, the
Partnership and Richard Stewart agreed to release the Company from any and all
obligations, duties, claims, demands, actions and causes of action, whether
known or unknown, fixed or contingent, that PLIC, the Partnership or Richard
Stewart may have arising under or related to the Strategic Alliance Agreement
dated February 4, 1999 between the Company and PLIC (the "Alliance
<PAGE>
Agreement") or arising from or related to PLIC or the Partnership's ownership of
the Redemption Shares. Similarly, the Company agreed to release PLIC, the
Partnership and Richard Stewart from any and all obligations, duties, claims,
demands, actions and causes of action, whether known or unknown, fixed or
contingent, that the Company may have arising under or related to the Alliance
Agreement.
The Company also agreed not to directly manage, operate, control, serve as
a consultant to, be employed by, participate in or be connected, in any manner,
with the ownership, management, operation or control of any business related to
multi-level marketing and reciprocal rebate activities over the Internet which
PLIC was engaged in as of the date of execution of the Agreement. Furthermore,
the Company agreed to not directly or indirectly solicit, divert or attempt to
divert any of the current customers, clients, or business of PLIC or directly or
indirectly solicit, divert, or in any other manner persuade or attempt to
persuade any current supplier or employee to alter or discontinue its
relationship with PLIC.
Subject to the satisfaction of the conditions to Closing as described
above, the parties also agreed to the following: (i) Richard Stewart shall
resign as a director of the Company upon the Closing, (ii) the Alliance
Agreement shall be terminated, and (iii) the Company shall not seek
reimbursement from PLIC for the $150,000 license fee paid by the Company to
become an Independent Sales Organization as part of and as defined in the
Alliance Agreement. Upon the Closing, the Redemption Shares will be deemed
authorized but unissued shares of the Company pursuant to Florida law.
STOCK OWNERSHIP
Stock Ownership of Certain Beneficial Owners
As of January 31, 2000 there were 9,063,116 shares of the Company's common
stock issued and outstanding. The following table sets forth, as of January 31,
2000, certain information with respect to the beneficial ownership of shares of
the Company's common stock by each person known to the Company who beneficially
owns more than 5% of its common stock:
<TABLE>
Title Name and Amount of Percent
of Address of Beneficial Ownership of
Class Beneficial Owner of Common Stock Class
- ----- ---------------- --------------- -----
<S> <C> <C> <C>
Common Stock Richard Stewart (1) 1,800,000 19.86 %
24254 San Fernando Road
Newhall, California 91321
</TABLE>
(1) Includes 600,000 shares held by PLIC, a corporation controlled by Mr.
Stewart, and 1,200,000 shares held by the Partnership, a general partnership in
which Mr. Stewart is a general partner.
Stock Ownership of Management
The following table sets forth certain information with respect to
beneficial ownership of shares of the Company's common stock by (i) each
director; (ii) each executive officer; (iii) all directors and executive
officers as a group:
<PAGE>
<TABLE>
Title Name of Amount of Percent
of Beneficial Beneficial Ownership of
Class Owner of Common Stock Class
- ----- ----- --------------- -----
<S> <C> <C> <C>
Common Stock Richard Stewart(1) 1,800,000 19.86%
Common Stock Philip Garratt - -
Common Stock Jasbir Dhaiwal - -
Common Stock Mitchell Eggers - -
Common Stock Raenne Steele - -
Common Stock Patrick McGrath - -
Common Stock All directors and Officers
as a group (1) 1,800,000 19.86%
</TABLE>
(1) Includes 600,000 shares held by PLIC, a corporation controlled by Mr.
Stewart, and 1,200,000 shares held by the Partnership, a general partnership in
which Mr. Stewart is a general partner.
DISSENTERS' RIGHTS OF APPRAISAL
Any shareholder who does not wish to approve of the Agreement has the right
under Florida law to have his, her or its shares appraised by a court of law to
determine their fair value. This right of appraisal is subject to a number of
restrictions and technical requirements. In order to exercise appraisal rights,
among other things: (a) a shareholder must NOT vote in favor of approving the
Agreement, and (b) a shareholder must make a written demand for appraisal in
compliance with the procedures required by Florida law BEFORE the vote to
approve of the Agreement.
Merely voting against approving the Agreement will not preserve appraisal
rights under Florida law. Attached to this Proxy Statement as Annex B is the
Florida statute relating to appraisal rights, and failure to comply with ALL of
the requirements contained in this statute will result in the loss of these
rights.
OTHER MATTERS
Management is not aware of any other matters to be presented for action at
the Special Meeting. If any other matter is properly presented, however, it is
the intention of the persons named in the enclosed form of proxy to vote in
accordance with their best judgment on such matter.
SOLICITATION OF PROXIES
This solicitation is made on behalf of the Board of Directors of the
Company. Proxies may be solicited by officers, directors, and regular employees
of the Company in person or by mail, telephone, telegraph, facsimile or
messenger.
COST OF SOLICITATION
The Company shall bear the costs of the solicitation of proxies from its
shareholders. The Company has not incurred any expenses related to this proxy
solicitation to date, and the Company anticipates it will not incur any material
expenses in the future related to the solicitation of proxies from its
shareholders. Directors, officers and employees of the Company shall not be
compensated additionally for the solicitation of proxies for the Special
Meeting, but may
<PAGE>
be reimbursed for out-of-pocket expenses in connection with the solicitation.
Arrangements are also being made with brokerage houses and any other custodians,
nominees and fiduciaries for the forwarding of solicitation material to the
beneficial owners of common stock, and the Company will reimburse the brokers,
custodians, nominees and fiduciaries for their reasonable out-of-pocket
expenses.
SHAREHOLDER PROPOSALS
Proposals by shareholders of the Company which are intended to be presented
by those shareholders at the next annual meeting must be received by the Company
no later than Monday, April 24, 2000 in order to have them included in the Proxy
Statement and form of proxy relating to that annual meeting.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Philip Garratt
----------------------------------------------
Philip Garratt, Chief Executive Officer
February 29, 2000
<PAGE>
SHOPPING SHERLOCK, INC.
SPECIAL MEETING OF SHAREHOLDERS
February 29, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF SHOPPING
SHERLOCK, INC. THE SHARES REPRESENTED BY THIS PROXY SHALL BE VOTED IN ACCORDANCE
WITH THE CHOICE SPECIFIED BELOW.
The undersigned shareholder of Shopping Sherlock, Inc. (the "Company") hereby
appoints Philip Garratt and Patrick McGrath the true and lawful attorney, agent
and proxy of the undersigned with full powers of substitution and resubstitution
for and in the name of the undersigned, to vote all of the shares of the
Company's common stock which the undersigned may be entitled to vote at the
Special Meeting of Shareholders of the Company to be held at 9:00 A.M. Pacific
Standard Time on Tuesday, March 14, 2000 at the principal office of the Company
at Two Union Square, Suite 4200, 601 Union Street, Seattle, Washington 98101,
and any and all adjournments thereof, with all of the powers which the
undersigned would possess if personally present, for the following purposes:
FOR AGAINST ABSTAIN
1. To approve the Stock Redemption and Settlement [ ] [ ] [ ]
Agreement by and among the Company, Premier
Lifestyles International Corporation, Stewart
Family Partners, and Richard Stewart.
THIS PROXY SHALL BE VOTED FOR THE CHOICE SPECIFIED. IF NO CHOICE IS SPECIFIED
FOR THE ABOVE PROPOSAL, THIS PROXY SHALL BE VOTED FOR APPROVAL OF THE PROPOSAL.
The undersigned hereby acknowledges receipt of the Notice of Special Meeting and
Proxy Statement dated February 29, 2000.
DATED: --------------------
- ---------------------------
(Signature)
- ---------------------------
(Signature if jointly held)
- ---------------------------
(Printed name(s))
Please sign exactly as the name(s) appears on the stock certificate(s). Joint
owners should each sign. Trustees and others acting in a representative capacity
should indicate the capacity in which they sign.
<PAGE>
ANNEX A
STOCK REDEMPTION AND SETTLEMENT AGREEMENT
This Stock Redemption and Settlement Agreement (this "Agreement") is made
as of January ---, 2000 by and among Shopping Sherlock, Inc., a Florida
corporation ("SSI Florida"), Shopping Sherlock, Inc., a Delaware corporation and
a subsidiary of SSI Florida ("SSI Delaware"), Premier Lifestyles International
Corporation, a California corporation ("PLIC"), Richard Stewart ("Stewart") and
Stewart Family Partners (the "Partnership") (SSI Florida, SSI Delaware, PLIC,
Stewart and the Partnership collectively are referred to herein as the
"Parties").
RECITALS
WHEREAS:
A. The Parties desire to terminate certain business arrangements on terms
mutually agreeable among them.
B. PLIC and the Partnership together own or have the right to purchase
approximately 2,000,000 shares of common stock of SSI Florida, respectively (the
"Shares").
C. The Parties desire that PLIC and the Partnership transfer to SSI Florida
the Shares on the terms and conditions as set forth in this Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the representations, warranties, mutual
covenants, and agreements of the Parties contained in this Agreement, the
Parties hereby agree as follows:
ARTICLE 1
TERMS OF TRANSFER
1.1 PLIC and the Partnership's Transfer of the Shares. Upon execution of
this Agreement by the Parties, PLIC and the Partnership agree to transfer the
Shares into an escrow account subject to the terms and conditions set forth in
the Escrow Agreement and Instructions attached hereto as Exhibit A. At the
Closing (as defined in Section 2.1 hereof), PLIC and the Partnership hereby
transfer and convey any and all of their right, title, and ownership interest in
the Shares to SSI Florida. Such transfer shall be evidenced by the delivery of
the certificates representing the Shares, duly endorsed (or accompanied by duly
executed stock certificates), such that all of their direct and indirect
interest in the Shares is transferred and conveyed to SSI Florida free and clear
of all liens, security interests, charges and encumbrances of any kind or nature
in consideration of the benefits provided herein.
1.2 SSI Delaware's Transfer of License. SSI Delaware agrees to grant to
PLIC a worldwide, non-exclusive, perpetual, fully-paid-up license to use,
distribute, or make derivative works from SSI Delaware's software that operates
the Essentially Yours Industries ("EYI") website and the usrebatewarehouse.com
website (the "License"), pursuant to the License Agreement in substantially the
form attached hereto as Exhibit B.
1
<PAGE>
ARTICLE 2
THE CLOSING
2.1 Closing. The closing of the transactions contemplated in this Agreement
shall occur the earlier of (a) June 30, 2000 or (b) the tenth business day
following the date the conditions set forth in Article 3 are satisfied or waived
in writing by the Parties hereto (the "Closing").
2.2 Obligations of PLIC, Stewart and the Partnership at the Closing. At the
Closing, PLIC, Stewart and the Partnership hereby agree to deliver to SSI
Florida the following instruments and documents against delivery of the items
specified in Section 2.3:
a. certificates representing the Shares, duly endorsed (or accompanied
by duly executed stock powers) for transfer to SSI Florida;
b. a copy of the License Agreement executed by PLIC, in substantially
the form attached hereto as Exhibit B;
c. a certificate executed by each of PLIC, Stewart and the Partnership
certifying to SSI Florida that the representations and warranties contained
in this Agreement are accurate in all respects as of the Closing, in
substantially the form attached hereto as Exhibit C, Exhibit D, and Exhibit
E; and
d. the resignation of Richard Stewart, in substantially the form
attached hereto as Exhibit F.
2.3 Obligations of SSI Florida and SSI Delaware at the Closing. At the
Closing, SSI Florida and SSI Delaware agree to deliver to PLIC and the
Partnership the following instruments and documents against delivery of the
items specified in Section 2.2:
a. a copy of the License Agreement executed by SSI Delaware, in
substantially the form attached hereto as Exhibit B;
b. a certificate of SSI Florida and SSI Delaware certifying to PLIC,
Stewart and the Partnership that the representations and warranties
contained in this Agreement are accurate in all respects as of the Closing,
in substantially the form attached hereto as Exhibit C.
c. two Internet servers located at Exodus Communications ("Exodus")
with accompanying software to PLIC, as described in Exhibit B.
2.4 Termination of the Strategic Alliance Agreement. As of the Closing, the
Parties hereby agree that the Strategic Alliance Agreement dated February 4,
1999 shall be terminated.
2.5 Independent Sales Organization License Fee. Provided that this
Agreement is not earlier terminated pursuant to the provisions of section 9.5
hereof, SSI Delaware agrees not to seek reimbursement for the $150,000 license
fee paid by SSI Delaware to PLIC to become an Independent Sales Organization as
part of and as defined in the Alliance Agreement.
2
<PAGE>
ARTICLE 3
CONDITIONS TO THE CLOSING
3.1 Conditions to the Closing. The obligations of the Parties at the
Closing are subject to the satisfaction of each of the following conditions:
a. any consent or approvals required to be obtained from the
shareholders of SSI Florida which shall be necessary to permit the
consummation of the transaction contemplated hereby shall be obtained; and
b. any requirements as set forth under section 607.06401 of the
Florida Statutes regarding distributions to shareholders shall be satisfied
by SSI Florida.
c. holders of record of not more than 25,000 shares of the Company's
common stock perfect dissenters rights pursuant to the requirements as set
forth in section 607.1320 of the Florida Statutes.
ARTICLE 4
PRE-CLOSING OBLIGATIONS OF PLIC
4.1 Maintenance of Websites and Servers. PLIC agrees that upon the
execution of this Agreement by the Parties, PLIC shall release SSI Florida and
SSI Delaware from all duties and obligations to provide training, maintenance,
or support to the operations of the EYI website and usrebatewarehouse.com
website (the "Websites"). PLIC hereby agrees to release SSI Florida and SSI
Delaware and hereby assume all duties and obligations to support the operations
of the Websites, contractual or otherwise, which shall include the web hosting
account maintained by SSI Delware for the two servers located at Exodus that are
utilized to support the Websites. Such assumption shall not include
responsibility for any amounts due to Exodus from SSI Delaware prior to the
execution of this Agreement.
ARTICLE 5
REPRESENTATIONS AND WARRANTIES OF PLIC, STEWART AND THE
PARTNERSHIP
PLIC, Stewart and the Partnership represent and warrant to SSI Florida and
SSI Delaware that at the date of this Agreement:
5.1 Authority. No permit, consent, approval, authorization or other order
of or filing with any other person or entity is required in connection with the
execution, delivery, and performance by PLIC, Stewart or the Partnership of this
Agreement, and the transactions contemplated by this Agreement shall not result
in the violation or breach of any term or provision of, or constitute (with or
without due notice or lapse of time or both) a default under any agreement or
instrument to which PLIC, Stewart or the Partnership is a party or otherwise
bound.
5.2 Ownership of the Shares. The Shares conveyed by PLIC and the
Partnership herein are free and clear of all liens, encumbrances, pledges,
restrictions on sale or transfer (other than restrictions imposed by applicable
securities laws), preemptive rights, options, and claims of any and all kind.
3
<PAGE>
5.3 Restrictive Documents. PLIC, Stewart and the Partnership are not
subject to, or a party to, any agreement, contract, order, judgment or decree or
any other restriction of any kind or character which would prevent consummation
of the transactions contemplated by this Agreement.
ARTICLE 6
REPRESENTATIONS AND WARRANTIES OF SSI FLORIDA AND SSI DELAWARE
SSI Florida and SSI Delaware represent and warrant to PLIC, Stewart and the
Partnership at the date of this Agreement:
6.1 Authority. No permit, consent, approval, authorization or other order
of or filing with any other person or entity is required in connection with the
execution, delivery, and performance by SSI Florida or SSI Delaware of this
Agreement, and the transactions contemplated by this Agreement shall not result
in the violation or breach of any term or provision of, or constitute (with or
without due notice or lapse of time or both) a default under any agreement or
instrument to which SSI Florida or SSI Delaware are a party or otherwise bound.
6.2 Ownership of License. The License being granted by SSI Delaware is free
and clear of all liens, encumbrances, pledges, restrictions on sale or transfer
or option and claims of every kind, and SSI Delaware has full legal right,
power, and authority to enter into this Agreement and to grant the License
pursuant to the provisions of this Agreement.
6.3 Restrictive Documents. SSI Florida and SSI Delaware are not subject to,
or a party to, any agreement, contract, order, judgment or decree or any other
restriction of any kind or character which would prevent consummation of the
transactions contemplated by this Agreement.
ARTICLE 7
MUTUTAL RELEASE OF THE PARTIES
7.1 Release of PLIC, Stewart and the Partnership. Effective as of the
Closing, SSI Florida and SSI Delaware, for themselves and on behalf of all
affiliated persons and entities, representatives, and all predecessors in
interest, successors and assigns (collectively, the "SSI Releasing Parties"),
hereby unconditionally releases and forever discharges PLIC, Stewart and the
Partnership, and all direct and indirect partners, officers, directors,
employees, affiliates, representatives, agents, trustees, beneficiaries,
predecessors in interest, successors in interest and nominees of each such
party, of and from any and all obligations, duties, claims, demands, actions and
causes of action, whether known or unknown, fixed or contingent, that any of the
SSI Releasing Parties may have had or may now have with respect to any matters
whatsoever arising under or in any way related to the Alliance Agreement.
7.2 Release of SSI Florida and SSI Delaware. Effective as of the Closing,
PLIC, Stewart and the Partnership, for themselves and on behalf of all direct
and indirect partners, officers, directors, employees, affiliates,
representatives, agents, trustees, beneficiaries, predecessors in interest,
successors in interest and nominees of each such party (collectively, the "PLIC
Releasing Parties"), hereby releases and forever discharges SSI Florida and SSI
Delaware, and all affiliated persons and entities, representatives, and all
predecessors in interest, successors and assigns, of and from any and all
claims, demands, actions and causes of action, whether known or unknown, fixed
or contingent, that any of the PLIC Releasing Parties may have had or
4
<PAGE>
may now have with respect to any matters whatsoever arising under or in any way
related to SSI Florida or SSI Delaware's performance of its obligations under
the Alliance Agreement or PLIC or the Partnership's ownership of the Shares.
7.3 No Conveyance Prior to Mutual Release. Each of the Parties hereto
represents,warrants and covenants that it has not, and at the time this
Agreement becomes effective will not have, sold, assigned, transferred or
otherwise conveyed to any other person or entity all or any portion of its
rights, claims, demands, actions or causes of action herein released.
ARTICLE 8
NONCOMPETITON AND NONSOLICITATION
8.1 Noncompetition and Nonsolicitation. SSI Florida and SSI Delaware
covenant and agree that each shall not:
a. directly manage, operate, control, serve as a consultant to, be
employed by, participate in, or be connected, in any manner, with the
ownership, management, operation or control of any business related to
multi-level marketing and reciprocal rebate activities over the Internet
which PLIC is currently engaged in as of the date of this Agreement;
b. directly or indirectly solicit, divert, or attempt to solicit or
divert any of the current customers, clients or business of PLIC; or
c. directly or indirectly solicit, divert, or in any other manner
persuade or attempt to persuade any current supplier or employee to alter
or discontinue its relationship with PLIC.
ARTICLE 9
GENERAL PROVISIONS
9.1 Entire Agreement. This Agreement, and the Exhibits attached hereto,
contain the entire understanding of the Parties with respect to the transactions
contemplated in this Agreement and the terms of this Agreement expressly replace
and supersede any prior oral or written communication, understanding or
agreement among the Parties including, but not limited to the future obligations
of the Parties, and this Agreement may be amended only by agreement in writing
executed by the Parties.
9.2 Expenses. Except as otherwise expressly provided in this Agreement,
each party to this Agreement shall bear such party's own expenses incurred in
connection with the negotiation, preparation, execution, delivery and
performance of this Agreement, including all fees and expenses of such party's
representatives. The prevailing party in any action to enforce, interpret, or
recover damages for breach of this Agreement shall be entitled to the award of
reasonable attorneys' fees and costs at all levels of proceedings.
9.3 Confidentiality. The Parties agree that this Agreement and the
transactions provided for herein shall be held in confidence by each of them,
except incident to judicial process and as otherwise approved by the Parties to
this Agreement (which consent shall not be unreasonably withheld), or as
necessary to accomplish the transactions provided herein.
5
<PAGE>
9.4 Notices.
a. All notices, consents, requests, instructions, approvals and other
communications provided for in this Agreement shall be validly given, made
or served, if in writing and delivered personally or sent by certified
mail, return receipt requested to:
PLIC or Stewart: Richard Stewart
Premier Lifestyles International Corporation
24254 San Fernando Road
Newhall, CA 91321
Stewart Family Richard Stewart
Partners: Stewart Family Partners
P.O. Box 1338
Canyon, CA 91386
SSI Florida or: Patrick McGrath
SSI Delaware Shopping Sherlock, Inc.
1075 West Georgia, Suite 1150
Vancouver, BC V6E 3C9
Canada
b. The address of a party provided in a. above may be changed by that
party by giving written notice to all other Parties.
9.5 Termination. This Agreement and the transactions contemplated hereby
may be terminated by either: (a) mutual agreement of the Parties or (b) in the
event the Closing does not occur before June 30, 2000. Notwithstanding the
provisions of this Section, termination of this Agreement shall not relieve any
party of its liability for breach of any provisions of this Agreement.
9.6 Choice of Law, Jurisdiction and Venue. It is the intention of the
Parties hereto that this Agreement and the performance hereunder shall be
interpreted and construed in accordance with and pursuant to the laws of the
State of Washington. Any action or proceeding arising out of or in connection
with this Agreement shall be brought in the state or federal courts in Seattle,
Washington, and the Parties hereby consent to the jurisdiction and venue of
those courts.
9.7 Survival. The representations, warranties, covenants and agreements set
forth in this Agreement shall survive the Closing of the transaction
contemplated in this Agreement.
9.8 Heading. The headings of the articles and sections herein are inserted
for convenience of reference only and shall be ignored in the construction or
interpretation of this Agreement.
9.9 Invalid Provisions. If any one or more of the provisions of this
Agreement, or the applicability of any provision to a specific situation, shall
be held invalid or unenforceable, that provision shall be modified to the
minimum extent necessary to make it or its application valid and enforceable,
and the validity and enforceability of all other provisions of this Agreement
and all other applications of any such provision shall not be affected thereby.
6
<PAGE>
9.10 Successors and Assigns. This Agreement is binding on and inures to the
benefit of the Parties and their respective heirs, personal representatives,
successors and assigns and all of their past, present, and future principals,
officers, directors, agents, and employees and their respective heirs and legal
representatives. None of the Parties may assign any rights or obligations
hereunder without the prior written consent of the other Parties, which consent
shall not be unreasonably withheld.
9.11 Time is of the Essence. Time is of the essence in this Agreement.
9.12 Further Assurances. The Parties agree (a) to furnish upon request to
the other party such further information, (b) to execute and deliver to the
other party such other documents, and (c) to do such other acts and things, all
as the other party may reasonably request for the purpose of carrying out the
intent of this Agreement.
9.13 Cooperation Among the Parties. The Parties agree to cooperate in
performing their duties under this Agreement, including without limitation,
those provided under Articles 2 and 3 above.
9.14 Counterparts. This Agreement may be executed in one or more
counterparts, each of which counterparts shall be deemed to be an original and
all of which counterparts, when taken together shall be deemed to constitute one
and the same agreement.
Dated as of the day and year first above written.
PREMIER LIFESTYLES INTERNATIONAL SHOPPING SHERLOCK, INC.,
CORPORATION a Florida corporation
- ------------------------------- ---------------------------------------
Richard Stewart, President Philip Garratt, Chief Executive Officer
STEWART FAMILY PARTNERS SHOPPING SHERLOCK, INC.,
a Delaware corporation
- ------------------------------- ---------------------------------------
Richard Stewart Philip Garratt, Chief Executive Officer
- -------------------------------
Richard Stewart, Individually
<PAGE>
EXHIBIT A
ESCROW AGREEMENT AND INSTRUCTIONS
THIS ESCROW AGREEMENT is made effective the __ day of January, 2000, by and
between Shopping Sherlock, Inc., a Florida corporation (the "Corporation"),
Premier Lifestyles International Corporation, a California corporation ("PLIC"),
Stewart Family Partners (the "Partnership"), and U.S. Bank Trust National
Association (the "Escrow Agent") for the purpose of setting forth the terms and
conditions upon which the Escrow Agent shall serve as the Escrow Agent incident
to the Corporation's redemption of the approximately 2,000,000 shares of common
stock that PLIC and the Partnership own or have the right to purchase (the
"Shares").
RECITALS
A. On January __, 2000, the Corporation, PLIC and the Partnership entered
into that certain Stock Redemption and Settlement Agreement (the
"Stock Redemption Agreement"), pursuant to which PLIC and the
Partnership agreed to redeem the Shares in exchange for certain assets
of the Corporation.
B. The purpose of these instructions is to provide for the escrow of the
Shares eligible for redemption by the Corporation.
As parties hereto, the Corporation, PLIC, the Partnership and the Escrow
Agent agree:
1. Escrow Instructions. This Agreement is intended to give the Escrow Agent
irrevocable escrow instructions (the "Escrow Instructions") in connection with
the redemption of the Shares by the Corporation that PLIC or the Partnership own
or have the right to purchase.
2. Deposit of the Shares by PLIC and the Partnership. In accordance with
the Stock Redemption Agreement, PLIC and the Partnership have agreed to deposit
with the Escrow Agent certificates issued by the Corporation evidencing
ownership by PLIC and the Partnership of the Shares (the "PLIC and Partnership
Certificates").
3. Duration of the Escrow. This escrow shall commence upon the date hereof
and shall continue until one of the following events occurs: (i) the Escrow
Agent delivers to the Corporation the PLIC and Partnership Certificates pursuant
to Section 4 of this Agreement, (ii) the Stock Redemption Agreement is
terminated by the parties and the PLIC and Partnership Certificates are returned
to PLIC and the Partnership pursuant to Section 5 of this Agreement, or (iii) an
action in interpleader is instituted by the Escrow Agent as provided for herein
under Section 9 of this Agreement.
4. Delivery of the Shares to the Corporation. Upon receipt by the Escrow
Agent of written notification by the Corporation of the satisfaction of each of
the conditions precedent to
-1-
<PAGE>
closing the Stock Redemption Agreement, the Escrow Agent shall deliver to the
Corporation the PLIC and Partnership Certificates.
5. Return of the Shares to PLIC and the Partnership. Upon receipt by the
Escrow Agent of written notification by the Corporation that the Stock
Redemption Agreement has been terminated, the Escrow Agent shall return to PLIC
and the Partnership the PLIC and Partnership Certificates.
6. Duties of the Escrow Agent. This Agreement states the entire agreement
between the parties hereto and merges all prior negotiations, agreements and
understandings, if any, and states in full the representations and warranties
which have induced the agreement, there being no representations or warranties,
other than those herein stated, with respect to the escrow property. The Escrow
Agent's rights, duties and obligations are strictly limited to those expressly
set forth in this Agreement and the Escrow Agent shall be under no implied
obligation or subject to any implied liability hereunder. The Escrow Agent shall
not be required to take notice of any default or any other matter, nor be bound
nor required to give notice or demand, nor required to take any action whatever
except as herein expressly provided. The Escrow Agent shall not be liable for
any loss or damage unless caused by its own gross negligence or willful
misconduct. The duties and liabilities of the Escrow Agent shall be determined
solely by this Agreement and not by reference to any other agreement among the
parties.
7. Authorization to Open the Account. This Agreement is to be executed by
the parties hereto in sufficient numbers so that an agreement bearing each
party's original signature can be held by the Escrow Agent. The parties hereto
hereby authorize the Escrow Agent to establish and administer the account upon
receipt of a fully executed facsimile, telex or telecopy of this Agreement.
8. Methods Of Communication: The Escrow Agent may act in reliance upon any
instrument or signature believed to be genuine and may assume that any person
purporting to give any notice or make any statement in connection with the
provisions hereof has been duly authorized to do so. The Escrow Agent is
requested and authorized, but not obligated, to rely upon and act in accordance
with any communication which may be given by telephone, facsimile, telex or
other electronic transmission. The Escrow Agent shall be entitled, but not
bound, to treat such communication as fully authorized by and binding, and shall
be entitled to take such steps in connection with or in reliance on such
communication.
9. Right to Interplead. If any controversy arises between the parties
hereto or with any third person, the Escrow Agent shall not be required to
resolve the same or to take any action to do so but may, at its discretion,
institute such interpleader or other proceedings as it deems proper. The Escrow
Agent may rely on any joint written instructions as to the disposition of funds,
assets, documents, or other held in escrow.
10. Fees. The Escrow Agent shall be paid for services hereunder in
accordance with the attached fee schedule and shall be reimbursed for its out of
pocket expenses for fees of counsel in setting up the escrow. Payments of all
fees shall be the responsibility of the
-2-
<PAGE>
Corporation and may, to the extent of unpaid fees and expenses, be deducted from
any property placed within the escrow with the Escrow Agent. In the event that
the Escrow Agent is made a party to litigation with respect to the property held
hereunder, or brings an action in interpleader or in the event that the
conditions of this escrow are not promptly fulfilled, or the Escrow Agent is
required to render any service not provided for in this Agreement and fee
schedule, or there is any assignment of the interest of this escrow or any
modification hereof, the Escrow Agent shall be entitled to reasonable
compensation for such extraordinary services and reimbursement for all fees,
costs, liability and expenses, including attorney fees. The Escrow Agent may
amend its fee schedule from time to time on 60 days prior written notice to the
parties.
11. Resignation. The Escrow Agent may, upon providing fifteen (15) days
written notice, resign its position and terminate its liabilities and
obligations hereunder. In the event the Escrow Agent is not notified within
fifteen (15) days of the successor Escrow Agent, the Escrow Agent shall be
entitled to transfer all funds and assets to a court of competent jurisdiction
with a request to have a successor appointed. Upon filing such action and
delivering such assets, the Escrow Agent's obligations and responsibilities
shall cease.
12. Indemnification. The parties hereto jointly and severally indemnify and
hold harmless the Escrow Agent from loss, damage, or any claims made against the
Escrow Agent arising out of or relating to this Agreement, such indemnification
to include all costs and expense incurred by the Escrow Agent, including, but
not limited to, reasonable attorney fees; provided, that this indemnity and hold
harmless shall not apply to the acts of gross negligence or willful misconduct
of the Escrow Agent. This indemnity shall survive the the resignation or removal
of the Escrow Agent.
13. Notices. Notices, requests, demands and other communications required
under this Agreement shall be in writing considered validly served when
delivered by first-class mail, facsimile, telex or telecopy to address/telephone
number specified below:
U.S. BANK TRUST NATIONAL ASSOCIATION
180 East Fifth Avenue
St. Paul, MN 55101
Attn: Brian Giel
Phone: 651/244-1209
Fax: 651/244-3100
Shopping Sherlock, Inc.
1075 West Georgia, Suite 1150
Vancouver, BC V6E 3C9
Canada
Attn: Patrick McGrath
Phone: (604) 687-7661
Fax: (604) 687-7684
-3-
<PAGE>
Premier Lifestyles International Corporation
24254 San Fernando Road
Newhall, CA 91321
Attn: Richard Stewart
Phone: (661) 286-4334
Fax: (661) 286-4342
Stewart Family Partners
P.O. Box 1338
Canyon Country, CA 91386
Attn: Richard Stewart
Phone: (661) 286-4334
Fax: (661) 286-4342
And any party may alter their address by giving written notice of such
change.
14. Amendments. This Agreement may be amended, and observance of any term
of the Agreement may be waived, with (and only with) the written consent of all
the parties hereto. This Agreement may be terminated at any time by a written
document signed to all parties to the original.
15. Disclosure. The parties hereto hereby agree not to use the name of U.S.
BANK TRUST NATIONAL ASSOCIATION to imply an association with the transaction
other than that of a legal escrow agent.
16. Binding Agreement and Assignment. The foregoing provisions shall be
binding upon the assigns, successors, personal representatives and heirs of the
parties hereto, and shall be effective as of the day accepted by the Escrow
Agent. Any corporation into which the Escrow Agent may merge, sell, or transfer
its escrow business and assets, shall automatically be and become successor
Escrow Agent hereunder and vested with all powers as was its predecessor,
without the execution or filing of any instruments, or any further act, deed or
conveyance on the part of the parties hereto.
17. Additional Provisions.
a. The Escrow Agent shall have no responsibility to verify or inquire
as to the correctness or validity of the certificate evidencing the Shares
deposited hereunder.
b. The Escrow Agent is to be considered and held as depositary only
and shall not be responsible or liable in any manner whatsoever for the
sufficiency or correctness as to form, manner of execution, or validity of any
instrument deposited in this escrow or as to the identity, authority or rights
of any person executing or depositing the same, and is not a party to, or bound
by, such instrument.
-4-
<PAGE>
c. In the event a writ of attachment, garnishment, execution or
injunction is served upon the Escrow Agent in an action against any of the
parties to this escrow, the Escrow Agent shall have the right, at its election,
to withhold performance of this escrow until such writ has been released. The
Escrow Agent may, without further responsibility to itself, and with right of
the Escrow Agent to comply with any such writ, advise the parties hereto as to
such writ, in writing, and may tender the defense, opposition, appeal or other
form of responsive action to such parties. The Escrow Agent shall not be
required to oppose or to fail to comply with any such writ excepting only on
provision to the Escrow Agent of such form and amount of indemnification as the
Escrow Agent may require in respect thereof.
d. The Escrow Agent shall not be liable for any error of judgment or
for anything which it may do or refrain from doing in connection with this
escrow except its own dishonesty, nor shall it be liable for any act committed
by any of its agents, attorneys or employees, if they have been selected with
reasonable care.
e. The Escrow Agent shall not be required to take, or be bound by,
notice of any default or any person, or to take any action with respect to such
default, involving any expense or liability unless notice in writing is given
the Escrow Agent of such default and unless it is indemnified in a manner
satisfactory to the Escrow Agent against any such expense or liability.
f. The Escrow Agent shall be protected in acting upon any notice,
request, waiver, consent, receipt, or other paper or document believed by it to
be genuine and signed by the proper party or parties.
18. Irrevocable Instructions. These instructions are irrevocable.
19. Counterparts. This Agreement may be signed in counterparts, any one of
which may be deemed to be an original.
Dated as of the day and year first above written.
PREMIER LIFESTYLES INTERNATIONAL SHOPPING SHERLOCK, INC,
CORPORATION, a California Corporation a Florida Corporation
- --------------------------------- ------------------------------------
Richard Stewart, President Philip Garratt, Chief Executive Officer
STEWART FAMILY PARTNERS
- ------------------------------
Richard Stewart
-5-
<PAGE>
The above Agreement received and accepted this -------- day of January, 2000.
U.S. BANK TRUST NATIONAL ASSOCIATION
By: ------------------------------
Its: -----------------------------
-6-
<PAGE>
[US BANK LOGO]
Corporate Trust
Services
SCHEDULE OF FEES FOR ESCROW SERVICES
Premier Lifestyles International Corporation/
Stewart Family Partners/Shopping Sherlock, Inc.
Acceptance Fee
The $ 1,000 acceptance fee includes the review of all documents, initial
set-up of the account, and other reasonably required services up to and
including the closing. This is a one-time fee, payable at closing.
U.S. Bank Trust National Association reserves the right to refer any or all
escrow documents for legal review prior to execution. Legal fees (billed on
an hourly basis) and expenses for this service will be to, and paid by, the
customer. Where appropriate and when requested by the customer, U.S. Bank
Trust National Association will provide advance estimates of these legal
fees.
Administration/Agent Fees
Annual account administration fee covers the normal duties of associated
with the management of the account. Administration fees are payable in
advance and will not be prorated.
Direct Out of Pocket
Reimbursement of direct expenses associated with the performance of our
duties, including but not limited to publications, legal, and travel
expenses, and filing fees.
Indirect Out of Pocket
Charge for miscellaneous expenses such as fax, messenger service, overnight
mail, stationery, and postage (excluding large mailings). This charge is
applied against your total Administration/Agent Fees, charged in advance,
and will not be prorated.
Extraordinary Services
Charge for duties or responsibilities of an unusual nature not provided for
in the indenture or otherwise set forth in this schedule. A reasonable
charge will be made based on the nature of the service and the
responsibility involved. These charges will be billed as a flat fee or our
hourly rate then in effect, at our option.
Final account acceptance is subject to review of documents. Fees are based on
our understanding of the transaction and are subject to revision if the
structure is changed. In the event this transaction does not close, any related
out-of-pocket expenses will be billed to you at cost. Fees for any services not
specifically covered will be based on appraisal of services rendered.
With general reference to all of our charges, it should be understood that they
are subject to adjustment from time to time, upon written notification.
The fees in this schedule are the terms under which you agree to do business.
Closing the transaction constitutes agreement to this fee schedule, as does
payment of the invoice received after subsequent fee adjustment notification.
All fees are subject to Washington State sales tax (currently 8.6%).
Absent your instructions to sweep or otherwise invest balances, no interest,
earnings, or other compensation for uninvested balances will be paid to you.
Dated: January 13, 2000 CONFIDENTIAL
-7-
<PAGE>
EXHIBIT B
LICENSE AGREEMENT
This license agreement ("Agreement") is made and entered into effective as
of the -- day of ------, 2000 ("Effective Date"), by and between Shopping
Sherlock, Inc., a Delaware corporation having its principal place of business at
1075 West Georgia, Suite 1150, Vancouver, British Columbia V6E 3C9, Canada
("Licensor"), and Premier Lifestyles International Corporation, a California
corporation, having its principal place of business at 24254 San Fernando Road,
Newhall, California 91321 ("Licensee").
W I T N E S S E T H:
WHEREAS, Licensor has developed certain software and know-how; and
WHEREAS, Licensee wishes to obtain a license to use, distribute, or make
derivative works from, and make copies of the Licensor's software that operates
the Essentially Yours Industries ("EYI") and usrebatewarehouse.com.
NOW, THEREFORE, in consideration of the premises herein contained and for
other valuable consideration, the receipt and sufficiency of which is hereby
acknowledged and confirmed, the parties hereto hereby agree as follows:
1. Grant of License
Subject to the terms and conditions herein contained, Licensor hereby
grants to Licensee a worldwide, non-exclusive, perpetual, fully-paid-up license
to use, distribute, or make derivative works from, and make copies of the
Licensor's software that operates the Essentially Yours Industries website
("EYI") and the usrebatewarehouse.com website ("Software").
2. Source Code, Software, Documentation, and Servers
Subject to the terms and conditions herein contained, Licensor hereby
agrees to provide to Licensee one copy of the source code ("Source Code") and
the Software developed by the Licensor that resides on the two servers
("Servers") located at Exodus Communications ("Exodus") as well as all available
documentation for the Software ("Documentation"). Licensor hereby agrees to also
cooperate in Licensee's taking over and assuming responsibility for the web
hosting account maintained by the Licensor with Exodus to support the Servers.
3. Support and Training
Licensor shall have no obligation to provide support and training relating
to the Software and Documentation. However, Licensor hereby agrees that Licensee
may recruit and hire current and former employees of Licensor to provide such
support and
1
<PAGE>
training; provided, however, that Licensor shall have no liability or obligation
to Licensee with respect to employees recruited or hired by Licensee.
4. Ownership of Intellectual Property
Licensee acknowledges and agrees that all right, title and interest
(including, but not limited to, copyrights) in the Software, Source Code,
Documentation and other documents, information and things provided by Licensor
to Licensee ("Licensor Property") are and shall at all times remain the sole and
exclusive property of Licensor and that Licensee's only rights thereto are those
granted by this Agreement. Licensee shall be the owner of rights in any
modifications to Licensor Property.
5. Representations and Warranties
Licensor represents and warrants to Licensee as follows:
(a) Licensor owns or has all necessary rights to all intellectual property
rights to perform its obligations under this Agreement.
(b) Licensor has full capacity to enter into this Agreement, to grant the
license and/or other rights pursuant to this Agreement and to perform its
obligations hereunder. The entering into of this Agreement and the performance
of the obligations as Licensor will not contravene or constitute a breach of or
default under any agreement or understanding to which Licensor is a party or by
which Licensor is bound; and
(c) This Agreement constitutes a valid and binding agreement on Licensor
enforceable in accordance with its term.
6. Disclaimer of Warranties
LICENSEE ACKNOWLEDGES THAT THE SOFTWARE (INCLUDING, WITHOUT LIMITATION, THE
SOURCE CODE, OBJECT CODE AND THE SOFTWARE INSTALLED ON THE EXODUS SERVER) AND
DOCUMENTATION ARE PROVIDED AS-IS. LICENSOR MAKES NO WARRANTY WHATSOEVER, EXPRESS
OR IMPLIED, INCLUDING SPECIFICALLY ANY WARRANTY OF MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE AS TO THE SOFTWARE AND DOCUMENTATION THAT WILL BE
PROVIDED TO LICENSEE. IN NO EVENT WILL LICENSOR BE LIABLE FOR INDIRECT, SPECIAL
EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF LICENSEE'S USE OF
OR INABILITY TO USE THE SOFTWARE AND DOCUMENTATION, EVEN IF ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES AND EVEN IF SUCH CLAIM BE MADE IN CONTRACT, TORT OR
OTHERWISE. SPECIFICALLY, LICENSOR SHALL NOT BE RESPONSIBLE FOR ANY COSTS,
INCLUDING, BUT NOT LIMITED TO, THOSE INCURRED AS A RESULT OF LOST PROFITS OR
REVENUE, LOSS OF USE OF DATA, THE COSTS OF RECOVERING SUCH DATA, THE COST OF ANY
SUBSTITUE SOFTWARE,
2
<PAGE>
CLAIMS BY THIRD PARTIES, OR FOR OTHER SIMILAR COSTS AND LIABILITIES.
7. Term and Termination
(a) This Agreement shall be effective as of the Effective Date hereof and
shall continue in perpetuity until and unless terminated hereunder.
(b) This Agreement may be terminated by Licensor or Licensee on written
notice if the other is in material breach of this Agreement and has not cured
the default within thirty (30) days of such written notice or if the default is
not capable of cure.
(c) In the event of termination of the Agreement, the license granted
hereunder shall immediately terminate and Licensee shall immediately return to
Licensor, or, at Licensor's discretion, destroy, the Software, Source Code and
all other materials containing Confidential Information of Licensor.
8. Arbitration
The parties agree that all controversies which may arise in connection with
any transaction contemplated by this Agreement or the construction, performance
or breach of this Agreement shall be determined by arbitration, to be held in
Seattle, Washington in accordance with the rules then obtaining of the American
Arbitration Association then in effect; provided, however, that there shall be a
single arbitrator knowledgeable in industry standards and practices and the
matters giving rise to the dispute; that the arbitrator shall not have the power
or authority to award punitive damages; the authority of the arbitrator shall be
limited to construing and enforcing the terms and conditions of this Agreement
as expressly set forth herein; and the arbitrator shall state the reasons for
the award and the legal and factual conclusions underlying the award in a
written opinion. The award of the arbitrator shall be final, and judgment upon
the award may be confirmed and entered in any court, state or Federal, having
jurisdiction. Notwithstanding the foregoing, either party may seek provisional
or preliminary injunctive relief before a court of competent jurisdiction in the
event that it reasonably deems such provisional or preliminary relief necessary.
9. Notices
All notices, demands or requests required or permitted to be given by any
of the provisions of this Agreement shall be effective only if in writing and
shall be deemed to have been sufficiently given only when either delivered
personally or when sent by facsimile or first class or express mail, postage
prepaid, addressed to the respective party hereto at the following addresses.
Either party may change the following notice information by notice to the other
party:
3
<PAGE>
If to Licensee, to:
Richard Stewart
Premier Lifestyles International Corporation
24254 San Fernando Road
Newhall, California 91321
Facsimile: 661/286-4342
If to Licensor, to:
Patrick McGrath
1075 West Georgia, Suite 1150
Vancouver, British Columbia V6E 3C9
Canada
Facsimile: 604/687-7684
10. Independent Contractors
Each of the parties hereto shall for all purposes herein be deemed to be an
independent contractor and, except as otherwise expressly provided herein, shall
have no authority to act for or represent any other party hereto in any way or
otherwise to be deemed an agent, joint venturer, partner, employee or sponsor of
any other party hereto.
11. Amendment; Waiver
This Agreement, and any provisions hereof, may not be modified, amended,
waived, extended, changed, discharged or terminated orally or by an act or
failure to act on the part of the Licensor or Licensee, but only by an agreement
in writing and signed by Licensee. Any amendment, modification or supplement of
or to any provision of this Agreement, and any consent to any departure by a
party from the terms of any provision of this Agreement, shall be effective only
in the specific instance and for the specific purpose for which made or given.
Except when notice is specifically required by this Agreement, no notice to or
demand on a party in any case shall entitle such party to any other or further
notice or demand in similar or other circumstances.
12. Waiver of Breach
No failure on the part of any party to exercise, no course of dealing with
respect to, and no delay on the part of any party in exercising, any right,
power or remedy hereunder shall operate as a waiver thereof. No single or
partial exercise of any such right, power or remedy hereunder shall preclude any
other or further exercise thereof or the exercise of any other right, power or
remedy. The remedies herein provided are cumulative and are not exclusive of any
remedies provided by law.
4
<PAGE>
13. Severability
Any provision of this Agreement which is prohibited, unenforceable or not
authorized in any jurisdiction shall, as to such jurisdiction, be ineffective to
the extent of such prohibition, unenforceability or non-authorization without
invalidating the remaining provisions hereof or affecting the validity,
enforceability or legality of such provision in any other jurisdiction.
14. Survival
Sections 4, 6 and 7 and such other sections and provisions which reasonably
should be viewed as surviving termination of this Agreement shall survive
termination hereof. The provisions of this Agreement shall survive any
termination of this Agreement with respect to any matter arising while this
Agreement was in effect as to such matter.
15. Complete Agreement
This Agreement, including its exhibits, constitutes the entire agreement
among the parties hereto with respect to the subject matter hereof and apart
from the Stock Redemption and Settlement Agreement supersedes all prior
agreements, written or oral, and no other agreement, verbal or otherwise, shall
be binding as between the parties hereto unless in writing and signed by the
party against whom enforcement is sought.
16. Counterparts
This Agreement may be executed in one or more counterparts, each of which
shall be deemed an original but all of which together shall constitute one and
the same instrument. Signatures on this Agreement may be communicated by
facsimile transmission and shall be binding upon the parties so transmitting
their signatures. Counterparts with original signatures shall be provided to the
other parties following the applicable facsimile transmission; provided, that
the failure to provide the original counterpart shall have no effect on the
validity or the binding nature of this Agreement.
17. Headings
Headings to sections herein are for the convenience of the parties only and
are not intended to be or affect the meanings or interpretation of this
Agreement.
18. Governing Law
This Agreement shall be governed by and construed and interpreted in
accordance with the laws of the State of Washington, except for the provisions
on choice of law.
5
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
SHOPPING SHERLOCK, INC. PREMIER LIFESTYLES INTERNATIONAL
CORPORATION
- ------------------------------------ --------------------------------
Philip Garratt, Richard Stewart,
Chief Executive Officer Chief Executive Officer
6
<PAGE>
EXHIBIT C
CERTIFICATE
I, ------------------ as the duly elected Secretary of ------------------
(the "Corporation"), hereby certify that:
1. This Certificate is being delivered pursuant to Section 2.2 and 2.3 of
the Stock Redemption and Settlement Agreement dated as of January __, 2000 (the
"Agreement"), by and among Shopping Sherlock, Inc., a Florida corporation,
Shopping Sherlock, Inc., a Delaware corporation and a subsidiary of SSI Florida,
Premier Lifestyles International Corporation, a California corporation, Richard
Stewart and Stewart Family Partners. All capitalized terms used and not defined
herein have the meanings assigned to them in the Agreement.
2. All of the representations and warranties of the Corporation set forth
in the Agreement are true and correct in all material respects as of the date of
the Agreement and as of the Closing as though made on and as of the Closing.
3. The Corporation has performed in all material respects all obligations
required to be performed by it under the Agreement prior to the Closing.
IN WITNESS WHEREOF, the undersigned Secretary of the Corporation has duly
executed this Certificate on this ----- day of ------------, 2000.
---------------------------------------
Corporation
---------------------------------------
Secretary
<PAGE>
EXHIBIT D
CERTIFICATE
I, Richard Stewart ("Stewart"), hereby certify that:
1. This Certificate is being delivered pursuant to Section 2.2 of the Stock
Redemption and Settlement Agreement dated as of January --, 2000 (the
"Agreement"), by and among Shopping Sherlock, Inc., a Florida corporation,
Shopping Sherlock, Inc., a Delaware corporation and a subsidiary of SSI Florida,
Premier Lifestyles International Corporation, a California corporation, Stewart
and Stewart Family Partners. All capitalized terms used and not defined herein
have the meanings assigned to them in the Agreement.
2. All of the representations and warranties of Stewart set forth in the
Agreement are true and correct in all material respects as of the date of the
Agreement and as of the Closing as though made on and as of the Closing.
3. Stewart has performed in all material respects all obligations required
to be performed by it under the Agreement prior to the Closing.
IN WITNESS WHEREOF, the undersigned Stewart has duly executed this
Certificate on this ---- day of ---------------, 2000.
---------------------------------------
Richard Stewart
<PAGE>
EXHIBIT E
CERTIFICATE
I, Richard, as a partner in Stewart Family Partners (the "Partnership"),
hereby certify that:
1. This Certificate is being delivered pursuant to Section 2.2 of the Stock
Redemption and Settlement Agreement dated as of January ---, 2000 (the
"Agreement"), by and among Shopping Sherlock, Inc., a Florida corporation,
Shopping Sherlock, Inc., a Delaware corporation and a subsidiary of SSI Florida,
Premier Lifestyles International Corporation, a California corporation, Richard
Stewart and the Partnership. All capitalized terms used and not defined herein
have the meanings assigned to them in the Agreement.
2. All of the representations and warranties of the Partnership set forth
in the Agreement are true and correct in all material respects as of the date of
the Agreement and as of the Closing as though made on and as of the Closing.
3. The Partnership has performed in all material respects all obligations
required to be performed by it under the Agreement prior to the Closing.
IN WITNESS WHEREOF, the undersigned partner of the Partnership has duly
executed this Certificate on this ----- day of --------------, 2000.
STEWART FAMILY PARTNERS
---------------------------------------
Richard Stewart
<PAGE>
EXHIBIT F
RESIGNATION OF RICHARD STEWART
Effective as of the Closing, as described in the Stock Redemption and
Settlement Agreement by and among Shopping Sherlock, Inc., a Florida corporation
("SSI Florida"); Shopping Sherlock, Inc., a Delaware Corporation and subsidiary
of SSI Florida ("SSI Delaware"); Premier Lifestyles International Corporation, a
California corporation ("PLIC"); Richard Stewart ("Stewart") and Stewart Family
Partners (the "Partnership") dated January __, 2000, the terms of which are
incorporated herein by reference, I, Richard Stewart, hereby resign any
positions I may hold as a director of SSI Florida, and waive notice of a special
meeting of the shareholders of SSI Florida to elect a replacement director.
Dated as of -------------, 2000.
- ---------------------------------------
Richard Stewart
ACCEPTED BY:
SHOPPING SHERLOCK, INC.,
a Florida corporation
- ---------------------------------------
Philip Garratt, Chief Executive Officer
<PAGE>
ANNEX B
The 1999 Florida Statutes
Title XXXVI
BUSINESS ORGANIZATIONS Chapter 607
607.1301 Dissenters' rights; definitions.--The following definitions apply to
ss. 607.1302 and 607.1320:
(1) "Corporation" means the issuer of the shares held by a dissenting
shareholder before the corporate action or the surviving or acquiring
corporation by merger or share exchange of that issuer.
(2) "Fair value," with respect to a dissenter's shares, means the value of the
shares as of the close of business on the day prior to the shareholders'
authorization date, excluding any appreciation or depreciation in anticipation
of the corporate action unless exclusion would be inequitable.
(3) "Shareholders' authorization date" means the date on which the shareholders'
vote authorizing the proposed action was taken, the date on which the
corporation received written consents without a meeting from the requisite
number of shareholders in order to authorize the action, or, in the case of a
merger pursuant to s. 607.1104, the day prior to the date on which a copy of the
plan of merger was mailed to each shareholder of record of the subsidiary
corporation.
History -- s. 118, ch. 89-154.
607.1302 Right of shareholders to dissent.--
(1) Any shareholder of a corporation has the right to dissent from, and obtain
payment of the fair value of his or her shares in the event of, any of the
following corporate actions:
(a) Consummation of a plan of merger to which the corporation is a party:
1. If the shareholder is entitled to vote on the merger, or
2. If the corporation is a subsidiary that is merged with its parent under s.
607.1104, and the shareholders would have been entitled to vote on action taken,
except for the applicability of s. 607.1104;
(b) Consummation of a sale or exchange of all, or substantially all, of the
property of the corporation, other than in the usual and regular course of
business, if the shareholder is entitled to vote on the sale or exchange
pursuant to s. 607.1202, including a sale in dissolution but not including a
sale pursuant to court order or a sale for cash pursuant to a plan by which all
or substantially all of the net proceeds of the sale will be distributed to the
shareholders within 1 year after the date of sale;
(c) As provided in s. 607.0902(11), the approval of a control-share acquisition;
(d) Consummation of a plan of share exchange to which the corporation is a party
as the corporation the shares of which will be acquired, if the shareholder is
entitled to vote on the plan;
(e) Any amendment of the articles of incorporation if the shareholder is
entitled to vote on the amendment and if such amendment would adversely affect
such shareholder by:
1. Altering or abolishing any preemptive rights attached to any of his or her
shares;
<PAGE>
2. Altering or abolishing the voting rights pertaining to any of his or her
shares, except as such rights may be affected by the voting rights of new shares
then being authorized of any existing or new class or series of shares;
3. Effecting an exchange, cancellation, or reclassification of any of his or her
shares, when such exchange, cancellation, or reclassification would alter or
abolish the shareholder's voting rights or alter his or her percentage of equity
in the corporation, or effecting a reduction or cancellation of accrued
dividends or other arrearages in respect to such shares;
4. Reducing the stated redemption price of any of the shareholder's redeemable
shares, altering or abolishing any provision relating to any sinking fund for
the redemption or purchase of any of his or her shares, or making any of his or
her shares subject to redemption when they are not otherwise redeemable;
5. Making noncumulative, in whole or in part, dividends of any of the
shareholder's preferred shares which had theretofore been cumulative;
6. Reducing the stated dividend preference of any of the shareholder's preferred
shares; or
7. Reducing any stated preferential amount payable on any of the shareholder's
preferred shares upon voluntary or involuntary liquidation; or
(f) Any corporate action taken, to the extent the articles of incorporation
provide that a voting or nonvoting shareholder is entitled to dissent and obtain
payment for his or her shares.
(2) A shareholder dissenting from any amendment specified in paragraph (1)(e)
has the right to dissent only as to those of his or her shares which are
adversely affected by the amendment.
(3) A shareholder may dissent as to less than all the shares registered in his
or her name. In that event, the shareholder's rights shall be determined as if
the shares as to which he or she has dissented and his or her other shares were
registered in the names of different shareholders.
(4) Unless the articles of incorporation otherwise provide, this section does
not apply with respect to a plan of merger or share exchange or a proposed sale
or exchange of property, to the holders of shares of any class or series which,
on the record date fixed to determine the shareholders entitled to vote at the
meeting of shareholders at which such action is to be acted upon or to consent
to any such action without a meeting, were either registered on a national
securities exchange or designated as a national market system security on an
interdealer quotation system by the National Association of Securities Dealers,
Inc., or held of record by not fewer than 2,000 shareholders.
(5) A shareholder entitled to dissent and obtain payment for his or her shares
under this section may not challenge the corporate action creating his or her
entitlement unless the action is unlawful or fraudulent with respect to the
shareholder or the corporation.
History -- s. 119, ch. 89-154; s. 5, ch. 94-327; s. 31, ch. 97-102.
607.1320 Procedure for exercise of dissenters' rights.--
(1)(a) If a proposed corporate action creating dissenters' rights under s.
607.1302 is submitted to a vote at a shareholders' meeting, the meeting notice
shall state that shareholders are or may be entitled to assert dissenters'
rights and be accompanied by a copy of ss. 607.1301, 607.1302, and 607.1320. A
shareholder who wishes to assert dissenters' rights shall:
<PAGE>
1. Deliver to the corporation before the vote is taken written notice of the
shareholder's intent to demand payment for his or her shares if the proposed
action is effectuated, and
2. Not vote his or her shares in favor of the proposed action. A proxy or vote
against the proposed action does not constitute such a notice of intent to
demand payment.
(b) If proposed corporate action creating dissenters' rights under s. 607.1302
is effectuated by written consent without a meeting, the corporation shall
deliver a copy of ss. 607.1301, 607.1302, and 607.1320 to each shareholder
simultaneously with any request for the shareholder's written consent or, if
such a request is not made, within 10 days after the date the corporation
received written consents without a meeting from the requisite number of
shareholders necessary to authorize the action.
(2) Within 10 days after the shareholders' authorization date, the corporation
shall give written notice of such authorization or consent or adoption of the
plan of merger, as the case may be, to each shareholder who filed a notice of
intent to demand payment for his or her shares pursuant to paragraph (1)(a) or,
in the case of action authorized by written consent, to each shareholder,
excepting any who voted for, or consented in writing to, the proposed action.
(3) Within 20 days after the giving of notice to him or her, any shareholder who
elects to dissent shall file with the corporation a notice of such election,
stating the shareholder's name and address, the number, classes, and series of
shares as to which he or she dissents, and a demand for payment of the fair
value of his or her shares. Any shareholder failing to file such election to
dissent within the period set forth shall be bound by the terms of the proposed
corporate action. Any shareholder filing an election to dissent shall deposit
his or her certificates for certificated shares with the corporation
simultaneously with the filing of the election to dissent. The corporation may
restrict the transfer of uncertificated shares from the date the shareholder's
election to dissent is filed with the corporation.
(4) Upon filing a notice of election to dissent, the shareholder shall
thereafter be entitled only to payment as provided in this section and shall not
be entitled to vote or to exercise any other rights of a shareholder. A notice
of election may be withdrawn in writing by the shareholder at any time before an
offer is made by the corporation, as provided in subsection (5), to pay for his
or her shares. After such offer, no such notice of election may be withdrawn
unless the corporation consents thereto. However, the right of such shareholder
to be paid the fair value of his or her shares shall cease, and the shareholder
shall be reinstated to have all his or her rights as a shareholder as of the
filing of his or her notice of election, including any intervening preemptive
rights and the right to payment of any intervening dividend or other
distribution or, if any such rights have expired or any such dividend or
distribution other than in cash has been completed, in lieu thereof, at the
election of the corporation, the fair value thereof in cash as determined by the
board as of the time of such expiration or completion, but without prejudice
otherwise to any corporate proceedings that may have been taken in the interim,
if:
(a) Such demand is withdrawn as provided in this section;
(b) The proposed corporate action is abandoned or rescinded or the shareholders
revoke the authority to effect such action;
(c) No demand or petition for the determination of fair value by a court has
been made or filed within the time provided in this section; or
(d) A court of competent jurisdiction determines that such shareholder is not
entitled to the relief provided by this section.
<PAGE>
(5) Within 10 days after the expiration of the period in which shareholders may
file their notices of election to dissent, or within 10 days after such
corporate action is effected, whichever is later (but in no case later than 90
days from the shareholders' authorization date), the corporation shall make a
written offer to each dissenting shareholder who has made demand as provided in
this section to pay an amount the corporation estimates to be the fair value for
such shares. If the corporate action has not been consummated before the
expiration of the 90-day period after the shareholders' authorization date, the
offer may be made conditional upon the consummation of such action. Such notice
and offer shall be accompanied by:
(a) A balance sheet of the corporation, the shares of which the dissenting
shareholder holds, as of the latest available date and not more than 12 months
prior to the making of such offer; and
(b) A profit and loss statement of such corporation for the 12-month period
ended on the date of such balance sheet or, if the corporation was not in
existence throughout such 12-month period, for the portion thereof during which
it was in existence.
(6) If within 30 days after the making of such offer any shareholder accepts the
same, payment for his or her shares shall be made within 90 days after the
making of such offer or the consummation of the proposed action, whichever is
later. Upon payment of the agreed value, the dissenting shareholder shall cease
to have any interest in such shares.
(7) If the corporation fails to make such offer within the period specified
therefor in subsection (5) or if it makes the offer and any dissenting
shareholder or shareholders fail to accept the same within the period of 30 days
thereafter, then the corporation, within 30 days after receipt of written demand
from any dissenting shareholder given within 60 days after the date on which
such corporate action was effected, shall, or at its election at any time within
such period of 60 days may, file an action in any court of competent
jurisdiction in the county in this state where the registered office of the
corporation is located requesting that the fair value of such shares be
determined. The court shall also determine whether each dissenting shareholder,
as to whom the corporation requests the court to make such determination, is
entitled to receive payment for his or her shares. If the corporation fails to
institute the proceeding as herein provided, any dissenting shareholder may do
so in the name of the corporation. All dissenting shareholders (whether or not
residents of this state), other than shareholders who have agreed with the
corporation as to the value of their shares, shall be made parties to the
proceeding as an action against their shares. The corporation shall serve a copy
of the initial pleading in such proceeding upon each dissenting shareholder who
is a resident of this state in the manner provided by law for the service of a
summons and complaint and upon each nonresident dissenting shareholder either by
registered or certified mail and publication or in such other manner as is
permitted by law. The jurisdiction of the court is plenary and exclusive. All
shareholders who are proper parties to the proceeding are entitled to judgment
against the corporation for the amount of the fair value of their shares. The
court may, if it so elects, appoint one or more persons as appraisers to receive
evidence and recommend a decision on the question of fair value. The appraisers
shall have such power and authority as is specified in the order of their
appointment or an amendment thereof. The corporation shall pay each dissenting
shareholder the amount found to be due him or her within 10 days after final
determination of the proceedings. Upon payment of the judgment, the dissenting
shareholder shall cease to have any interest in such shares.
(8) The judgment may, at the discretion of the court, include a fair rate of
interest, to be determined by the court.
(9) The costs and expenses of any such proceeding shall be determined by the
court and shall be assessed against the corporation, but all or any part of such
costs and expenses may be apportioned and assessed as the court deems equitable
against any or all of the dissenting shareholders who are parties to the
proceeding, to whom the corporation has made an offer to pay for the shares, if
the court finds that the action of such
<PAGE>
shareholders in failing to accept such offer was arbitrary, vexatious, or not in
good faith. Such expenses shall include reasonable compensation for, and
reasonable expenses of, the appraisers, but shall exclude the fees and expenses
of counsel for, and experts employed by, any party. If the fair value of the
shares, as determined, materially exceeds the amount which the corporation
offered to pay therefor or if no offer was made, the court in its discretion may
award to any shareholder who is a party to the proceeding such sum as the court
determines to be reasonable compensation to any attorney or expert employed by
the shareholder in the proceeding.
(10) Shares acquired by a corporation pursuant to payment of the agreed value
thereof or pursuant to payment of the judgment entered therefor, as provided in
this section, may be held and disposed of by such corporation as authorized but
unissued shares of the corporation, except that, in the case of a merger, they
may be held and disposed of as the plan of merger otherwise provides. The shares
of the surviving corporation into which the shares of such dissenting
shareholders would have been converted had they assented to the merger shall
have the status of authorized but unissued shares of the surviving corporation.
History -- s. 120, ch. 89-154; s. 35, ch. 93-281; s. 32, ch. 97-102.
