EXHIBIT NO. 2.1
REORGANIZATION AND STOCK PURCHASE AGREEMENT
This REORGANIZATION AND STOCK PURCHASE AGREEMENT dated as of January 31, 2000
(this "AGREEMENT") is by and between BLACK STALLION MANAGEMENT, INC., a NEVADA
Corporation ("BSM"), shareholders of BSM who are or will be the owners of or
otherwise represent at least SEVENTY FIVE PER CENT (75%) of all the issued and
outstanding common stock of BSM (the "SHAREHOLDERS"), and the shareholders of
DIGITAL BRIDGE, INC., a NEVADA Corporation ("DBI") and ROBERT BRYAN and/or
ASSIGNS ("RGB").
BSM was incorporated in the state of NEVADA on July 10, 1996. Its authorized
capital consist of 25,000,000 shares of common stock, par value $.001 and
5,000,000 shares of Preferred stock. As of the effective date of this AGREEMENT,
BSM has issued and outstanding 2,200,000 common shares (the "OUTSTANDING
SHARES"). At closing and as further described herein, DBI shall purchase from
BSM and BSM shall sell to DBI shareholders 20,000,000 shares of BMS $.001 par
value common stock thereby resulting in 22,200,000 shares issued and outstanding
upon closing. BSM further agrees to a post-closing 1.25 to 1 forward stock split
thereby resulting in 27,750,000 post-closing shares issued and outstanding.
Finally, BSM agrees to the post-closing, post-split retirement of 11,750,000
shares which will result in 16,000,000 issued and outstanding shares. BSM has no
shares of preferred stock outstanding and will have no outstanding options,
warrants, rights or other contractual arrangements relating to the ability or
requirement to issue any additional shares of common or preferred stock.
The SHAREHOLDERS and the respective boards of Directors of BSM, DBI, and RGB,
deem it advisable and in the best interests of their corporations and
shareholders of their corporations that the shareholders of DBI acquire
securities of BSM in accordance with the terms and conditions of this AGREEMENT.
1. PLAN OF REORGANIZATION. At the closing the shareholders of DBI and or
assigns shall acquire from BSM and BSM shall sell to the shareholders of DBI
20,000,000 common stock shares (the "NEW SHARES") issued from BSM's authorized
but unissued shares. NEW SHARES are to be issued pursuant to section 4(2) of
the Securities Act of 1933 or any available exemption from federal registration
and NEVADA Securities Act Section 11-51-308(1)(o) exemption from registration in
the state of NEVADA, and Nevada Revised Statutes Section 90.540(2) exemption
from registration in the state of Nevada. Additionally, the parties hereto
intend to effect this transaction as a tax-free reorganization. The Parties
agree to comply with the tax-free requirements of this section in order to
effect a tax-free reorganization. The SHAREHOLDERS signing this agreement are
the owners of or otherwise represent not less than 75% of the OUTSTANDING SHARES
of BSM which the SHAREHOLDERS represent is a sufficient majority to carry any
vote for approval of this AGREEMENT under the corporate law of the state of
NEVADA, the Articles of Incorporation of BSM, and the By-laws of BSM.
2. CONSIDERATION. Consideration for the events outlined in paragraph (1) above
shall be:
(a) the exchange of all the issued and outstanding stock of DBI for the
20,000,000 NEW SHARES of BSM thereby making DBI a wholly owned subsidiary of
BSM.
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(b) production of items on the due diligence list (attached) which shall be
provided to DBI by BSM within 48 hours of signing this agreement.
(c) On the Closing Date (as hereinafter defined) the Board of Directors of
BSM will deliver:
(i) minutes of the board approving this transaction, including the
name change, forward split, increase of authorized shares to 31,250,000 and
issuance of shares hereunder and authorizing the issuance of the NEW SHARES
pursuant to this transaction;
(ii) attorney opinion letter with respect to the tradability of any
BSM free trade shares;
(iii) authorization from board of directors authorizing a 1.25 to 1
forward split, filing of amended articles with state of Nevada reflecting the
forward split;
(iv) BSM's articles, by-laws, amendments thereto, all corporate
minutes, all financials statements and tax returns since inception, ,shareholder
list, internal transfer records;
(v) signed LOCK UP agreements per (3) below.
(vi) evidence that name change and NEW SHARE issuance has been
approved by Board of Directors of BSM;letter from BSM authorized parties to NASD
and CUSIP Bureau requesting symbol;
(d) Certificates of BSM issued by BSM representing the NEW SHARES to DBI
shareholders in the names and amounts as indicated by DBI on Exhibit __.
3. LOCK UP AGREEMENT: SHAREHOLDERS hereby agree to a lock-up/leak-out of
750,000 of their FREE TRADE SHARES according to the attached SCHEDULE A which
all parties to this agreement shall approve and sign.
4. CLOSING DATE; PLACE OF CLOSING;. The CLOSING DATE shall be 1/31/2000. The
CLOSING DATE can be changed by mutual agreement but in no event shall the
CLOSING DATE extend beyond 20 days from the date of signing this agreement.
PLACE OF CLOSING shall be the offices of ARTFIELD INVESTMENTS 15301 Ventura Blvd
#300, Sherman Oaks, CA 91403.
5. DELIVERY OF BSM SHARES. On or before the CLOSING DATE, BSM will have ready
for delivery certificates representing the BSM SHARES duly endorsed, together
with appropriate stock powers, so as to make DBI and/or assigns and RGB and or
assigns the sole owners thereof, free and clear of all liens, claims, and
encumbrances. Delivery to be made at such place as to be determined by parties.
Such shares shall bear a restrictive legend indicating that such shares have not
been registered with the SEC, and shall not be sold except upon registration or
a valid exemption therefrom. Each DBI party receiving such shares shall sign an
investment letter in the form similar to SCHEDULE B which is attached herewith
and incorporated herein or any other format suitable to BSM.
6. REPRESENTATIONS OF BSM:
(a) As of the CLOSING DATE, the 20,000,000 shares of BSM common stock to
be delivered to DBI shareholders will constitute duly and validly issued shares
of BSM, and when issued, shall be fully paid and nonassessable, and will be of
the same class with the same rights and privileges of the common stock issued
and outstanding as of the date thereof.
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(b) The officers of BSM have the power and the authority to execute this
Agreement and to perform the obligations contemplated hereby;
(c) On the CLOSING DATE or such other date as agreed, management of BSM
will deliver to DBI Audited Financial Statements of BSM as of 06/30/99
including a balance sheet, income statement, statement of cash flows and
statement of stockholders equity (the "Year End Financial Statements") and
unaudited financial statements as of 12/31/99 (the "Interim Financial
Statements") including changes in financial condition for the periods then
ended. All statements shall be prepared in conformity with U.S. GAAP standards
as of the dates thereof and will accurately reflect BSM's true financial
condition as of such date.
(d) From and after the date hereof there will not have been and prior to
the CLOSING DATE there will not be any material adverse changes in the financial
position of BSM as set forth in the Financial Statements except changes arising
in the ordinary course of business;
(e) BSM is not and as of the CLOSING DATE will not be involved in any
pending litigation not in the ordinary course of business or governmental
investigation or proceeding not reflected in the Financial Statements or
otherwise disclosed in writing to DBI and to the knowledge of the Shareholders
of BSM no litigation or governmental investigation or proceeding beyond the
ordinary course of business is threatened against BSM;
(f) As of the CLOSING DATE, BSM will be in good standing as a NEVADA
corporation;
(g) The authorized capital stock of BSM consists of 25,000,000 shares of
common stock, par value $.001 and 5,000,000 shares of preferred stock par value
$ .001. As of the CLOSING, and after giving effect to the 20,000,000 common
stock NEW SHARES issued herein, BSM will have issued and outstanding 22,200,000
common shares. BSM has no shares of preferred stock outstanding. No shares have
otherwise been registered under state or federal securities laws. As of the
CLOSING DATE, all of the issued and outstanding shares of common stock of BSM
shall be validly issued, fully paid and non-assessable and as of the CLOSING
DATE there will not be outstanding any other warrants, options or other
agreements on the part of BSM obligating BSM to issue any additional shares of
common or preferred stock or any of its securities of any kind;
(h) Opinion from legal counsel of BSM that Counsel has acted as counsel
for BSM and has examined all appropriate documentation for the purposes of
rendering an opinion that:
(i) BSM is a corporation duly organized, validly existing and in
good standing under the laws of the State of NEVADA;
(ii) BSM has the corporate power to carry on its business as now being
conducted;
(iii) This Agreement has been duly authorized, executed and delivered
by BSM and is a valid and binding obligation of BSM and enforceable in
accordance with its terms;
(iv) BSM through its Board of Directors has taken all corporate action
necessary to authorize the execution, delivery and performance of this
agreement; and all corporate action necessary to be in compliance with the
statutory requirements of the state of NEVADA.
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(v) The documents executed and delivered to DBI hereunder are valid
and binding in accordance with the terms and vest in DBI all right title and
interest in and to the stock of BSM and said stock when issued shall be validly
issued, fully paid, and non-assessable;
(vi) Except as referred to herein, BSM knows of (a) no actions suit or
other legal proceedings or investigations pending or threatened against or
relating to or materially adversely affecting BSM; and (b) no unsatisfied
judgments against BSM;
(vii) The Company has complied with all filing requirements for the
Securities and Exchange Commission and all NASD filings and that said filings
conform to the requirements of the respective agencies.
(viii) That all prior actions of the corporation in connection with
filings, have conformed to applicable state and federal law.
(i) Neither the execution and delivery of the AGREEMENT nor the
consummation of the transactions contemplated hereby will violate any provision
of the Articles of Incorporation or Bylaws of BSM; will violate, conflict with
or result in the breach or termination of or otherwise give any contracting
party the right to terminate or constitute a default under the terms of any
agreement or instrument to which BSM is a party or by which any of its property
or assets may be bound; will result in the creation of any lien, charge or
encumbrance upon the properties or assets of BSM, will violate any judgment,
order, injunction, decree or award against or binding upon BSM or upon its
securities, property or business;
(j) BSM is registered under Section 12(g) of the 1934 Act and as of the
closing date is cleared for quotation on the OTC Bulletin Board under the symbol
of BLSM.
(k) Within the times and in the manner prescribed by law, BSM has filed
all federal, state and local income or other tax returns and reports required to
be filed with all governmental agencies and has paid or accrued for payment all
taxes as shown on such returns, such that a failure to file, pay or accrue will
not have a material adverse effect on DBI or its subsidiaries.
7. REPRESENTATIONS OF DBI. DBI represents and warrants as follows:
(a) DBI has taken all necessary corporate action to authorize the
execution of this AGREEMENT and the transactions contemplated hereunder.
(b) Neither the execution and delivery of this AGREEMENT nor the
consummation of the transactions contemplated hereby will violate any provision
of the Articles of Incorporation or Bylaws of DBI; will violate, conflict with
or result in breach or termination of or otherwise give any contracting party
the right to terminate or constitute a default under the terms of any agreement
or instrument to which DBI is a party or by which any of its property or assets
may be bound; will result in the creation of any lien, charge or encumbrance
upon the properties or assets of DBI, or will violate any judgment, order,
injunction, decree or award against or binding upon DBI, or upon its securities,
property or business.
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(c) All information supplied to BSM in the Corporate Profile, Business
Plan, financial statements, and Proforma of DBI is accurate and reliable
information. None of the information supplied contains any untrue statement of a
material fact or omits to make any statement of material fact necessary to make
the statements therein not misleading.
(d) On the CLOSING DATE or such other date as agreed, management of DBI
will deliver to BSM audited financial statements of DBI as of 12/31/99,
including, income statement, balance sheet, statement of cash flows, and
statement of stockholders equity. All statements shall be prepared in conformity
with U.S. GAAP standards as of the dates thereof and will accurately reflect
DBI's true financial condition as of such date.
(e) From and after the date hereof there will not have been and prior to
the CLOSING DATE there will not be any material adverse changes in the financial
position of DBI except changes arising in the ordinary course of business;
(f) DBI is not and as of the CLOSING DATE will not be involved in any
pending litigation not in the ordinary course of business or governmental
investigation or proceeding not disclosed in writing to BSM, and to the
knowledge of the Shareholders no litigation or governmental investigation or
proceeding beyond the ordinary course of business is threatened against DBI;
(g) As of the CLOSING DATE, DBI will be in good standing as a NEVADA
corporation;
(h) DBI will assume BSM's filing obligations under all relevant Federal
Securities Laws and Regulations.
(i) As of Closing, 20,000,000 shares of DBI Common Stock are authorized
for issuance by DBI, of which 13,250,000 shares of Common Stock are issued and
outstanding. No other voting or equity securities are authorized or issued, nor
are any authorized or issued securities convertible into voting stock. DBI does
not have any outstanding subscriptions, warrants, calls, options, rights,
commitments or agreements by which DBI is bound, calling for the issuance of any
additional shares of Common Stock or any other voting or equity security. The
DBI Common Stock constitutes 100% of the equity capital of DBI. Such stock
constitutes 100% of DBI's voting power, the exclusive right to receive
dividends, when, and if declared and paid, and the exclusive right to receive
the proceeds of liquidation attributable to DBI Common Stock, if any. From the
date hereof, and until the Closing Date, no dividends or distributions of
capital, surplus, or profits shall be paid or declared by DBI in redemption of
their outstanding shares or otherwise. Except as described herein no additional
shares shall be issued in connection with this Reorganization by DBI.
(j) To the best of DBI's knowledge after due inquiry, no DBI Shareholder,
family member of any DBI Shareholder or employee of DBI or its subsidiaries
possess any form of ownership interest in any supplier, landlord or competitor
of DBI or its subsidiaries:
(k) Neither DBI nor its subsidiaries owe any money, securities, or property
to any DBI Shareholders, family members of DBI Shareholders, or employees of DBI
or its subsidiaries either directly or indirectly. Except for approximately
290,000 shares currently optioned to employees, DBI and its subsidiaries do not
currently have, nor will they have on the Closing Date any pension plan,
profit-sharing plan, or stock purchase plan.
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(l) Within the times and in the manner prescribed by law, DBI and its
subsidiaries have filed all federal, state and local income or other tax returns
and reports required to be filed with all governmental agencies and have paid or
accrued for payment all taxes as shown on such returns, such that a failure to
file, pay or accrue will not have a material adverse effect on DBI or its
subsidiaries.
(m) Opinion from legal Counsel of DBI that Counsel has acted as counsel
for DBI and has examined all appropriate documentation for the purposes of
rendering an opinion that:
(i) DBI is a corporation duly organized, validly existing and in
good standing under the laws of the State of NEVADA;
(ii) DBI has the corporate power to carry on its business as now
being conducted;
(iii) This Agreement has been duly authorized, executed and delivered
by DBI and is a valid and binding obligation of DBI and enforceable in
accordance with its terms;
(iv) DBI through its Board of Directors has taken all corporate action
necessary to authorize the execution, delivery and performance of this
agreement; and all corporate action necessary to be in compliance with the
statutory requirements of the state of NEVADA.
(v) The documents executed and delivered to BSM hereunder are valid
and binding in accordance with the terms and vest in BSM all right title and
interest in and to the stock of DBI and said stock outstanding is duly
authorized, validly issued, fully paid, and non-assessable and issued under
valid registration statement or exemption therefrom;
(vi) Except as referred to herein, DBI knows of (a) no actions suit or
other legal proceedings or investigations pending or threatened against or
relating to or materially adversely affecting DBI; and (b) no unsatisfied
judgments against DBI;
(vii) That all prior actions of DBI have conformed to applicable
state and federal law.
8. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BSM: All obligations of BSM and
BSM SHAREHOLDERS under this agreement are subject to the fulfillment prior to or
as of the closing date, of each of the following conditions:
(a) The representations and warranties by DBI contained in this agreement
or in any certificate or document delivered to BSM pursuant to the provisions
hereof shall be true at and as of the time of closing as though such
representations and warranties were made at and as of such time.
(b) DBI shall have performed and complied with all covenants, agreements,
and conditions required by this agreement to be performed or complied with by it
prior to or at closing;
(c) DBI shall have delivered to BSM evidence to the effect that:
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(i) DBI is a corporation duly organized, validly existing and in good
standing under the laws of the State of NEVADA;
(ii) DBI has the corporate power to carry on its business as now
being conducted;
(iii) This Agreement has been duly authorized, executed and delivered
by DBI and is a valid and binding obligation of DBI and enforceable in
accordance with its terms;
(iv) DBI through its Board of Directors has taken all corporate
action necessary to authorize the execution, delivery and performance of this
agreement; and all corporate action necessary to be in compliance with the
statutory requirements of the state of Nevada.
(v) Except as referred to herein, DBI knows of (a) no actions suit or
other legal proceedings or investigations pending or threatened against or
relating to or materially adversely affecting DBI; and (b) no unsatisfied
judgments against DBI;
(d) DBI shall have received approval of and consent to the transaction
contemplated herein by DBI shareholders owning at least 100% of the outstanding
stock of DBI.
(e) DBI shall have delivered to BSM an attorney opinion letter as
indicated in Item 7(m).
9. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF DBI: All obligations of DBI under
this agreement are subject to the fulfillment prior to or as of the closing
date, of each of the following conditions:
(a) The representations and warranties by BSM contained in this agreement
or in any certificate or document delivered to DBI pursuant to the provisions
hereof shall be true at and as of the time of closing as though such
representations and warranties were made at and as of such time.
(b) BSM and BSM SHAREHOLDERS shall have performed and complied with all
covenants, agreements, and conditions required by this agreement to be performed
or complied with by it prior to or at closing.
(c) BSM shall have delivered to DBI an attorney opinion letter as indicated
in Item 6(h).
(i) BSM is a corporation duly organized, validly existing and in good
standing under the laws of the State of NEVADA;
(ii) BSM has the corporate power to carry on its business as now being
conducted;
(iii) This Agreement has been duly authorized, executed and delivered
by BSM and is a valid and binding obligation of BSM and enforceable in
accordance with its terms;
(iv) BSM through its Board of Directors has taken all corporate action
necessary to authorize the execution, delivery and performance of this
agreement; and all corporate action necessary to be in compliance with the
statutory requirements of the state of NEVADA.
(v) The documents executed and delivered to DBI hereunder are valid
and binding in accordance with the terms and vest in DBI all right title and
interest in and to the stock of BSM and said stock when issued shall be validly
issued, fully paid, and non-assessable;
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(vi) Except as referred to herein, BSM knows of (a) no actions suit or
other legal proceedings or investigations pending or threatened against or
relating to or materially adversely affecting BSM; and (b) no unsatisfied
judgments against BSM;
(vii) The Company has complied with all filing requirements for the
Securities and Exchange Commission and all NASD filings and that said filings
conform to the requirements of the respective agencies.
(viii) That all prior actions of the corporation in connection with
filings, have conformed to applicable state and federal law.
10. PROHIBITED ACTS. Except for the 1.25:1 forward split, and other share
issuances discussed herein, BSM agrees not to do any of the following acts prior
to the CLOSING DATE, and the BSM SHAREHOLDERS agree that prior to the CLOSING
DATE they will not request or permit BSM to do any of the following acts:
(a) Declare or pay any dividends or other distributions on its stock or
purchase or redeem any of its stock; or
(b) Issue any stock or other securities, including any rights or options
to purchase or otherwise acquire any of its stock, and shall not issue any notes
or other evidences of indebtedness.
DBI and BSM agree not to effect a reverse stock split on any outstanding common
stock of BSM or its successors for a period of 18 months following closing.
11. INDEMNIFICATION: Within the period in paragraph 12 13 herein and in
accordance with the terms of that paragraph, each party to this agreement, shall
indemnify and hold harmless each other party all times after the date of this
agreement against and in respect of any liability, damage or deficiency, all
actions, suits, proceedings, demands, assessments, judgments, costs and expenses
including attorney's fees incident to any of the foregoing, resulting from
misrepresentations, breach of covenant of warranty or nonfulfillment of any
agreement on the part of such party under this agreement or from any
misrepresentations in or omission from any certificate furnished or to be
furnished to a party hereunder. Subject to the terms of this agreement, the
defaulting party shall be given a reasonable opportunity to cure such default or
breach to the satisfaction of the other party. In the event such breach or
default is not cured to the satisfaction of the other party, the defaulting
party shall reimburse the other party or parties on demand, for all costs
incurred by the harmed party including reasonable attorney fees and collection
costs with respect to any liabilities or claim to which the foregoing indemnity
relates.
12. NATURE AND SURVIVAL OF REPRESENTATIONS: All representations, warranties and
covenants made by any party in this agreement shall survive the closing
hereunder for so long as the applicable statute of limitations shall remain
open. Each of the parties hereto is executing and carrying out the provisions of
this agreement in reliance upon the representations, warranties and covenants
and agreements contained in this agreement or at the closing of the transactions
herein provided for and not upon any investigation which it might have made or
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any representations, warranty, agreement, promise or information, written or
oral, made by the other party or any other person other than as specifically set
forth herein. Each party to this agreement shall be responsible for conducting
due diligence investigations of the other party as they deem necessary and
appropriate.
13. RESIGNATIONS AND APPOINTMENT OF OFFICERS AND DIRECTORS.
(a) Upon the closing date the officers and directors of BSM shall become:
DIRECTORS: (1)SCOTT KELLY
(2)CHARLES BRONITSKY
(3)AARON LANG
PRESIDENT: CHARLES BRONITSKY
VICE PRESIDENT: AARON LANG
SECRETARY: AARON LANG
TREASURER: AARON LANG
14. NOTICES. Any notices which any of the parties hereto may desire to serve
upon any of the parties hereto shall be in writing and shall be conclusively
deemed to have been received by the parties at its address, if mailed, postage
prepaid, United States mail, registered, return receipt requested, to the
following addresses:
If to current BSM management or the BSM SHAREHOLDERS:
Ken Kurtz
Shareholder, Black Stallion Management
2133 East 9400 South Suite 151
Sandy Utah, 84093
If to DBI management or DBI:
1860 EL CAMINO REAL #100
BURLINGAME, CA 94010
If to RGB:
ROBERT BRYAN
P.O. BOX 3588
SANTA ROASA CA 95402
15. POST CLOSING COVENANTS. BSM(subject to DBI's counsel's review and approval)
shall prepare and file Form 8-K with the SEC concerning the change of control
transaction.
16. During the course of the Reorganization through Closing, DBI and BSM agree
to make available for inspection all corporate books, records and assets, and
otherwise afford to each other and their respective representatives, reasonable
access to all documentation and other information concerning the business,
financial and legal conditions of each other for the purpose of conducting a due
diligence investigation thereof. Such due diligence investigation shall be for
the purpose of satisfying each party as to the business, financial and legal
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condition of each other for the purpose of determining the desirability of
consummating the proposed Reorganization. DBI and BSM further agree to keep
confidential and not use for their own benefit, except in accordance with this
Agreement, any information or documentation obtained in connection with any such
investigation.
17. CONDITION SUBSEQUENT. This closing assumes the later closing of a STOCK
PURCHASE AGREEMENT between certain shareholders of BSM and certain buyers
(including RGB) of BSM's EXISTING SHARES. If the selling shareholders's fail to
satisfy their obligations thereunder, DBI and BSM shall have the right to unwind
this entire transaction without imposition of any fee, charge or payment.
18. SHAREHOLDERS RELEASE OF OFFICERS, DIRECTORS, ETC.
The Shareholders of BSM hereby release BSM, DBI and their respective
subsidiaries, affiliates, directors, officers, shareholders, agents, servants,
employees, deputies, attorneys, successors and assigns with respect to any and
all claims against BSM or DBI, that the Shareholders of BSM have, had, may have,
directly, indirectly, by assignment, or otherwise, known or unknown, arising out
of or in relation to the operation, representations, omissions, conduct, action
or inaction of BSM or DBI in the conduct of their business at any time prior to
the execution of the merger contemplated by this Agreement.
The parties to this Agreement each agree that they are each aware of Section
1542 of the California Civil Code and knowingly waive the application of that
Section to the claims released herein. That Section states as follows:
"A general release does not extend to claims which a creditor does
not know or suspect to exist in his favor at the time of executing
the release, which if known by him must have materially affected
his settlement with the debtor."
The parties to this Agreement understand and acknowledge that the significance
and consequence of their waiver of California Civil Code Section 1542 is that
even if they should eventually suffer additional damages arising out of those
matters released herein they will not be permitted to make any claims for those
damages, as such claims will be in contravention of this Agreement.
Furthermore, the parties to this Agreement acknowledge that they intend these
consequences as to claims that exist on the date of their execution of the
Agreement, but which they do not know to exist, which, if known, would have
materially affected their decision to execute this Agreement, regardless of
whether their lack of knowledge is a result of ignorance, oversight, error,
negligence, or any other cause. Finally, the parties intend that this section
be given full force and effect on any similar provision of state law in any
other state in which this Agreement may be enforced or enforceable.
19. SUCCESSORS. This agreement shall be binding upon and inure to the benefit of
the heirs, personal representatives and successors and assigns of parties.
20. CHOICE OF LAW. This AGREEMENT shall be construed and enforced in accordance
with the laws of the State of NEVADA.
21. COUNTERPARTS. This AGREEMENT may be signed in one or more facsimile
counterparts all of which taken together shall constitute an entire original
agreement.
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22. MISCELLANEOUS:
(a) Further Assurance: At any time, and from time to time, after the
effective date, each party will execute such additional instruments and take
such action as may be reasonably requested by the other party to confirm or
perfect title to any property transferred hereunder or otherwise to carry out
the intent and purposes of this agreement.
(b) Waiver: Any failure on the part of any party hereto to comply with any
of its obligations, agreements or conditions hereunder may be waived in writing
by the party to whom such compliance is owed.
(c) Time: Time is of the essence.
(d) Severability: If any part of this agreement is deemed to be
unenforceable, the balance of the agreement shall remain in full force and
effect.
(e) Assignment: This AGREEMENT shall not be assigned without the written
consent of all parties executing herein. Such consent shall not be unreasonably
withheld.
IN WITNESS WHEREOF, THE PARTIES HERETO HAVE EXECUTED THIS agreement as of the
date first above written
BLACK STALLION MANAGEMENT, INC. DIGITAL BRIDGE, INC
a NEVADA Corporation a NEVADA Corporation
By:__________________________ By:________________________
KARI CUNNINGHAM, PRESIDENT CHARLES BRONITSKY, PRESIDENT
By:__________________________ By:________________________
KARI CUNNINGHAM, SECRETARY AARON LANG, SECRETARY
RGB
By:________________________
ROBERT BRYAN
By signing below SHAREHOLDERS agree to the terms of this agreement but shall not
be bound by any representations and warranties made herein by BSM and DBI.
SHAREHOLDERS (OWNING NOT LESS THAN A MAJORITY OF THE SHARES OF BSM)
_____________________________ (2,000,000 SHARES 90%)
KEN KURTZ
SHAREHOLDERS (OWNING NOT LESS THAN A MAJORITY OF THE SHARES OF DBI)
_____________________________ (6,625,000 SHARES 50 %)
M & A WEST INC.
_____________________________ (3,312,500 SHARES 25 %)
CHARLES BRONITSKY
_____________________________ (3,312,500 SHARES 25 %)
AARON LANG
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SCHEDULE A
SHAREHOLDERS agree to a "lock up" of their FREE TRADE SHARES proportionately as
follows:
SHAREHOLDERS: 750,000 SHARES
DATE FREE TRADE SHARES RELEASED CUMULATIVE
UPON CLOSING 105,000
30 DAYS AFTER CLOSING 105,000 210,000
60 DAYS AFTER CLOSING 105,000 315,000
90 DAYS AFTER CLOSING 105,000 420,000
120 DAYS AFTER CLOSING 105,000 525,000
150 DAYS AFTER CLOSING 105,000 630,000
180 DAYS AFTER CLOSING 120,000 750,000
BLACK STALLION MANAGEMENT, INC. DIGITAL BRIDGE, INC
a NEVADA Corporation a NEVADA Corporation
By:__________________________ By:__________________________
KARI CUNNINGHAM, PRESIDENT CHARLES BRONITSKY, PRESIDENT
By:__________________________ By:_________________________
KARI CUNNINGHAM, SECRETARY AARON LANG, SECRETARY
RGB
By:________________________
ROBERT BRYAN
By signing below SHAREHOLDERS agree to the terms of this agreement but shall not
be bound by any representations and warranties made herein by BSM and DBI.
SHAREHOLDERS (OWNING NOT LESS THAN A MAJORITY OF THE SHARES OF BSM)
_____________________________ (2,000,000 SHARES 90%)
KEN KURTZ
SHAREHOLDERS (OWNING NOT LESS THAN A MAJORITY OF THE SHARES OF DBI)
_____________________________ (6,625,000 SHARES 50 %)
M & A WEST INC.
_____________________________ (3,312,500 SHARES 25 %)
CHARLES BRONITSKY
_____________________________ (3,312,500 SHARES 25 %)
AARON LANG
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CONSULTING AGREEMENT
This CONSULTING AGREEMENT dated as of January 31, 2000 (this "AGREEMENT") is by
and between ZACCO EQUITIES, LTD. ("ZEL") and ROBERT BRYAN ("RGB"), STAN MEDLEY
("SM").
In consideration of RGB and SM having provided consulting services in respect to
the REORGABSMZATION AND STOCK PURCHASE AGREEMENT ("REORG) dated January 31, 2000
by and between BLACK STALLION MANAGEMENT, INC., a NEVADA Corporation ("BSM"),
shareholders of BSM (the "SHAREHOLDERS"), DIGITAL BRIDGE, INC. a NEVADA
Corporation ("DBI") and ROBERT BRYAN ("RGB"), as a further and preliminary
condition to CLOSING as defined in REORG, the parties to this agreement agree
as follow.
1. CONSULTATION FEES. (a) Upon close of the TRANSFERRED BSM SHARES, ZEL shall
pay a consultation fee of FIFTY THOUSAND AND NO/100 DOLLARS ($ 50,000.00)
payable as follows:
(i) $ 25,000 to VBC INVESTMENTS ("VBC")
(ii) $ 25,000 TO ARTFIELD INVESTMENTS RD, INC.("ART")
(b) Upon execution of this document ZEL shall pay the sum of FIFTY THOUSAND AND
NO/100 DOLLARS ($ 50,000) either by Bank Wire or Cashier's Check to F. THOMAS
ECK III a member of the Bar of the state of California to hold in escrow
pending CLOSING. If at the place and time of CLOSING, SHAREHOLDERS and BSM
shall appear with stock certificates for the requisite number of shares properly
issued to shareholders of DBI and/or assigns along with all other closing
conditions outlined in (1)(c) of REORG, said escrow shall pay the balance of
funds to VBC ($25,000)and ART ($25,000)
RGB ZACCO EQUITIES LTD.
By:__________________________ By:________________________
ROBERT BRYAN ZARA GILAK , DIRECTOR
STAN MEDLEY
By:_________________________
STAN MEDLEY
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