EXHIBIT 2.1
<P>
AGREEMENT AND PLAN OF MERGER
<P>
AGREEMENT AND PLAN OF MERGER between SCOVEL
CORPORATION, a Delaware corporation ("Scovel"), and NEW
MILLENNIUM MEDIA INTERNATIONAL, INC., a Colorado corporation
("New Millennium"), Scovel and New Millennium being
sometimes referred to herein as the "Constituent
Corporations."
<P>
WHEREAS, the board of directors of each Constituent
Corporation deems it advisable that the Constituent
Corporations merge into a single corporation in a
transaction intended to qualify as a reorganization within
the meaning of Section 368 (a)(1)(A) of the Internal Revenue
Code of 1986, as amended ("the Merger");
<P>
NOW, THEREFORE, in consideration of the premises and the
respective mutual covenants, representations and warranties
herein contained, the parties agree as follows:
<P>
1. SURVIVING CORPORATION. Scovel shall be merged with
and into New Millennium, which shall be the surviving
corporation in accordance with the applicable laws of its
state of incorporation.
<P>
2. MERGER DATE. The Merger shall become effective (the"
Merger Date") upon the completion of:
<P>
2.1. Adoption of this agreement by Scovel pursuant
to the General Corporation Law of Delaware and by New
Millennium pursuant to Colorado Revised Statutes and the
Colorado General Corporation Law.
<P>
2.2. Execution and filing by New Millennium of Articles of
Merger with the Department of State of the State of
Colorado in accordance with the Colorado Revised
Statutes.
<P>
2.3. Execution and filing by Scovel of a Certificate of
Merger with the Secretary of State of the State of
Delaware in accordance with the General Corporation Law
of Delaware.
<P>
3. TIME OF FILINGS. The Articles of Merger shall be
filed with the Department of State of the State of Colorado
and the Certificate of Merger shall be filed with the
Secretary of State of Delaware upon the approval, as
required by law, of this agreement by the Constituent
Corporations and the fulfillment or waiver of the terms and
conditions herein. These filings will be completed within
two weeks from the execution of this Agreement.
<P>
4. GOVERNING LAW. The surviving corporation shall be
governed by the laws of the State of incorporation of New
Millennium.
<P>
5. CERTIFICATE OF INCORPORATION. The Articles of
Incorporation of New Millennium shall be the Articles of
Incorporation of the surviving corporation from and after
the Merger Date, subject to the right of New Millennium to
amend its Articles of Incorporation in accordance with the
laws of the State of its incorporation.
<P>
6. BYLAWS. The Bylaws of the surviving corporation shall
be the Bylaws of New Millennium as in effect on the date of
this agreement.
<P>
7. BOARD OF DIRECTORS AND OFFICERS. The officers and
directors of New Millennium, or such other persons as
shall be selected by it, shall be the officers and
directors of the surviving corporation following the Merger
Date.
<P>
8. NAME OF SURVIVING CORPORATION. The name of the
surviving corporation will continue as "New Millennium
Media International, Inc." unless changed by New
Millennium.
<P>:
9. CONVERSION. The mode of carrying the Merger into effect
and the manner and basis of converting the shares of Scovel
into shares of New Millennium are as follows:
<P>
9.1. The aggregate number of shares of Scovel Common
Stock issued and outstanding on the Merger Date shall, by
virtue of the Merger and without any action on the part of
the holders thereof, be converted into an aggregate of
500,000 shares of New Millennium Common Stock adjusted by
any increase for fractional shares and reduced by any
Dissenting Shares (defined below).
<P>
The New Millennium Common Stock to be issued hereunder ("the
New Millennium Shares") will be issued pursuant to Rule 506
of the General Rules and Regulations of the Securities and
Exchange Commission, will be restricted as to
transferability pursuant to Rule 144 thereof, and will bear
substantially the following legend:
<P>
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933
(THE "ACT") AND ARE "RESTRICTED SECURITIES" AS THAT TERM IS
DEFINED IN RULE 144 UNDER THE ACT. THE SECURITIES MAY NOT BE
OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
ACT, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE
SATISFACTION OF THE COMPANY.
<P>
9.2. Upon completion of the Merger, there shall be
24,500,000 shares of New Millennium Common Stock issued and
outstanding, subject to such adjustments, held as follows:
500,000 common shares held by Gerald Ghini and 24,000,000
common shares held by the other shareholders of New
Millennium. The management of New Millennium will not
consolidate, reverse split or rollback the common shares of
New Millennium during the one-year period in which Gerald
Ghini is restricted from selling the 500,000 shares of New
Millennium stock. Such dilution would have an adverse effect
on the amount and value of shares issued to Gerald Ghini by
New Millennium.
<P>
9.3. All outstanding Common or Preferred Stock of Scovel
and all warrants, options or other rights to its Common or
Preferred Stock shall be retired and canceled as of the
Merger Date.
<P>
9.4. Each share of Scovel Common Stock that is owned by
Scovel as treasury stock shall, by virtue of the Merger
and without any action on the part of Scovel, be retired
and canceled as of the Merger Date.
<P>
9.5. Each certificate evidencing ownership of shares of
New Millennium Common Stock issued and outstanding on the
Merger Date or held by New Millennium in its treasury shall
continue to evidence ownership of the same number of shares
of New Millennium Common Stock.
<P>
9.6. New Millennium Common Stock shall be issued to the
holders of Scovel Common Stock in exchange for their shares
on a prorata bases in accordance with each holder's relative
ownership of the Scovel Common Stock that is being
exchanged.
<P>
9.7. The shares of New Millennium Common Stock to be issued
in exchange for Scovel Common Stock hereunder shall be
proportionately reduced by any shares owned by Scovel
shareholders who shall have timely objected to the Merger
(the" Dissenting Shares") in accordance with the provisions
of the General Corporation Law of Delaware, as provided
therein.
<P>
10. EXCHANGE OF CERTIFICATES. As promptly as practicable
after the Merger Date, each holder of an outstanding
certificate or certificates theretofore representing shares
of Scovel Common Stock (other than certificates representing
Dissenting Shares) shall surrender such certificate(s) for
cancellation to the party designated herein to handle such
exchange (the "Exchange Agent"), and shall receive in
exchange a certificate or certificates representing the
number of full shares of New Millennium Common Stock into
which the shares of Scovel Common Stock represented by the
certificate or certificates so surrendered shall have been
converted. Any exchange of fractional shares will be rounded
up to the next highest number of full shares. New Millennium
may, in its discretion, require a bond in customary form
before issuing any share certificate where a corresponding
share certificate has not been delivered by a shareholder of
Scovel because of loss or other reason.
<P>
11. UNEXCHANGED CERTIFICATES. Until surrendered,
each outstanding certificate that prior to the Merger Date
represented Scovel Common Stock (other than certificates
representing Dissenting Shares) shall be deemed for all
purposes, other than the payment of dividends or other
distributions, to evidence ownership of the number of shares
of New Millennium Common Stock into which it was converted.
No dividend or other distribution payable to holders of New
Millennium Common Stock as of any date subsequent to the
Merger Date shall be paid to the holders of outstanding
certificates of Scovel Common Stock; provided, however, that
upon surrender and exchange of such outstanding certificates
(other than certificates representing Dissenting Shares),
there shall be paid to the record holders of the
certificates issued in exchange therefore the amount,
without interest thereon, of dividends and other
distributions that would have been payable subsequent to the
Merger Date with respect to the shares of New Millennium
Common Stock represented thereby.
<P>
12. EFFECT OF THE MERGER. On the Merger Date, the
separate existence of Scovel shall cease (except insofar as
continued by statute), and it shall be merged with and into
New Millennium. All the property, real, personal and mixed,
of each of the Constituent Corporations, and all debts due
to either of them, shall be transferred to and vested in New
Millennium, without further act or deed. New Millennium
shall thenceforth be responsible and liable for all the
liabilities and obligations, including liabilities to
holders of Dissenting Shares, of each of the Constituent
Corporations, and any claim or judgment against either of
the Constituent Corporations maybe enforced against New
Millennium.
<P>
13. REPRESENTATIONS AND WARRANTIES OF SCOVEL. Scovel
represents and warrants that:
<P>
13.1. CORPORATE ORGANIZATION AND GOOD STANDING. Scovel
is a corporation duly organized, validly existing, and in
good standing under the laws of the State of Delaware, and
is qualified to do business as a foreign corporation in each
jurisdiction, if any, in which its property or business
requires such qualification.
<P>
13.2. REPORTING COMPANY STATUS. Scovel has filed with the
Securities and Exchange Commission a registration statement
in form 10-SB, which became effective pursuant to the
Securities Exchange Act of 1934 on February 9, 2000 and is a
reporting company pursuant to Section (g) thereunder.
<P>
13.3. REPORTING COMPANY FILINGS. Scovel has timely filed
and is current on all reports required to be filed by it
pursuant to Section 13 of the Securities Exchange Act of
1934.
<P>
13.4. CAPITALIZATION. Scovel's authorized capital
stock consists of 100,000,000 shares of Common Stock,
$.0001 par value, of which 5,000,000 shares are issued and
outstanding.
<P>
13.5. ISSUED STOCK. All the outstanding shares of its Common
Stock are duly authorized and validly issued, fully paid and
non-assessable.
<P>
13.6. STOCK RIGHTS. Except as set out by attached
schedule, there are no stock grants, options, rights,
warrants or other rights to purchase or obtain Scovel Common
or Preferred Stock issued or committed to be issued.
<P>
13.7. CORPORATE AUTHORITY. Scovel has all requisite
corporate power and authority to own, operate and lease its
properties, to carry on its business as it is now being
conducted and to execute, deliver, perform and conclude the
transactions contemplated by this agreement and all other
agreements and instruments related to this agreement
<P>
13.8 COMPLIANCE WITH RULE 12g-3. As a result of the
merger and in accordance with Rule 12g-3, NEW MILLENNIUM
will be the successor company and the common stock will be
deemed qualified for listing on the Bulletin Board.
<P>
13.9. FINANCIAL STATEMENTS. Scovel's financial statements
dated January 21, 2000, copies of which will have been
delivered by Scovel to New Millennium prior to the Merger
Date (the "Scovel Financial Statements"), fairly present the
financial condition of Scovel as of the date therein and the
results of its operations for the periods then ended in
conformity with generally accepted accounting principles
consistently applied.
<P>
13.10 ABSENCE OF UNDISCLOSED LIABILITIES. Except to the
extent reflected or reserved against in the Scovel Financial
Statements, Scovel did not have at that date any liabilities
or obligations (secured, unsecured, contingent, or
otherwise) of a nature customarily reflected in a corporate
balance sheet prepared in accordance with generally accepted
accounting principles.
<P>
13.11. NO MATERIAL CHANGES. There has been no material
adverse change in the business, properties or financial
condition of Scovel since the date of the Scovel Financial
Statements.
<P>
13.12. LITIGATION. There is not, to the knowledge of
Scovel, any pending, threatened, or existing litigation,
bankruptcy, criminal, civil, or regulatory proceeding or
investigation, threatened or contemplated against Scovel or
against any of its officers.
<P>
13.13. CONTRACTS. Scovel is not a party to any material
contract not in the ordinary course of business that is to
be performed in whole or in part at or after the date of
this agreement.
<P>
13.14. TITLE. Scovel has good and marketable title tall
the real property and good and valid title to all other
property included in the Scovel Financial Statements. The
properties of Scovel are not subject to any mortgage,
encumbrance or lien of any kind except minor encumbrances
that do not materially interfere with the use of the
property in the conduct of the business of Scovel.
<P>
13.15. TAX RETURNS. All required tax returns for federal,
state, county, municipal, local, foreign and other taxes
and assessments have been properly prepared and filed by
Scovel for all years for which such returns are due unless
an extension for filing any such return has been filed. Any
and all federal, state, county, municipal, local, foreign
and other taxes and assessments, including any and all
interest, penalties and additions imposed with respect to
such amounts have been paid or provided for. The provisions
for federal and state taxes reflected in the Scovel
Financial Statements are adequate to cover any such taxes
that may be assessed against Scovel in respect of its
business and its operations during the periods covered by
the Scovel Financial Statements and all prior periods.
<P>
13.16. NO VIOLATION. Consummation of the Merger will not
constitute or result in a breach or default under any
provision of any charter, bylaw, indenture, mortgage, lease,
or agreement, or any order, judgment, decree, law, or
regulation to which any property of Scovel is subject or by
which Scovel is bound.
<P>
14. REPRESENTATIONS AND WARRANTIES OF NEW MILLENNIUM.
New Millennium represents and warrants that:
<P>
14.1. CORPORATE ORGANIZATION AND GOOD STANDING. New
Millennium is a corporation duly organized, validly
existing, and in good standing under the laws of the State
of Colorado and is qualified to do business as a foreign
corporation in each jurisdiction, if any, in which its
property or business requires such qualification.
<P>
14.2. CAPITALIZATION. New Millennium's authorized capital
stock consists of 35,000,000 shares of Common Stock, $.001
par value, of which 24,000,000 shares are issued and
outstanding, and 10,000,000 shares of preferred stock, of
which none are issued and outstanding.
<P>
14.3. ISSUED STOCK. All the outstanding shares of its Common
Stock are duly authorized and validly issued fully paid and
nonassessable.
<P>
14.4. STOCK RIGHTS. There are no stock grants, options,
rights, warrants or other rights to purchase or obtain New
Millennium Common or Preferred Stock issued or committed
to be issued.
<P>
14.5 CORPORATE AUTHORITY. New Millennium has all Requisite
corporate power and authority to own, operate and lease its
properties, to carry on its business as it is now being
conducted and to execute, deliver, perform and conclude the
transactions contemplated by this Agreement and all other
agreements and instruments related to this agreement.
<P>
14.6. SUBSIDIARIES. Except as set out in Disclosure
Schedule 14.6, New Millennium has no subsidiaries.
<P>
14.7. FINANCIAL STATEMENTS. New Millennium's Financial
Statements fairly present the financial condition of New
Millennium as of the date therein and the results of its
operations for the periods then ended in conformity with
generally accepted accounting principles consistently
applied.
<P>
14.8. ABSENCE OF UNDISCLOSED LIABILITIES. Except to the
extent reflected or reserved against in the New Millennium
Financial Statements, New Millennium did not have at that
date any liabilities or obligations (secured, unsecured,
contingent, or otherwise) of nature customarily reflected in
a corporate balance sheet prepared in accordance with
generally accepted accounting principles.
<P>
14.9. NO MATERIAL CHANGES. There has been no material
adverse change in the business, properties or financial
condition of New Millennium since the date of the New
Millennium Financial Statements.
<P>
14.10. LITIGATION. Except as set out in Disclosure Schedule
14.10, there is not, to the knowledge of New Millennium, any
pending, threatened, or existing litigation, bankruptcy,
criminal, civil, or regulatory proceeding or
investigation, threatened or contemplated against New
Millennium or against any of its officers.
<P>
14.11. CONTRACTS. New Millennium is not a party to any
material contract not in the ordinary course of business or
in the course of its proposed acquisitions that is to be
performed in whole or in part at or after the date of this
Agreement.
<P>
14.12. TITLE. New Millennium has good and marketable title
to all the real property and good and valid title to all
other property included in the New Millennium Financial
Statements. The properties of New Millennium are not subject
to any mortgage, encumbrance or lien of any kind except
minor encumbrances that do not materially interfere with the
use of the property in the conduct of the business of New
Millennium.
<P>
14.13. TAX RETURNS. All required tax returns for federal,
state, county, municipal, local, foreign and other taxes
and assessments have been properly prepared and filed by New
Millennium for all years for which such returns are due
unless an extension for filing any such return has been
filed. Any and all federal, state, county, municipal,
local, foreign and other taxes and assessments, including
any and all interest, penalties and additions imposed with
respect to such amounts have been paid or provided for. The
provisions for federal and state taxes reflected in the New
Millennium Financial Statements are adequate to cover any
such taxes that maybe assessed against New Millennium in
respect of its business and its operations during the
periods covered by the New Millennium Financial Statements
and all prior periods.
<P>
14.14. NO VIOLATION. Consummation of the Merger will not
constitute or result in a breach or default under any
provision of any charter, bylaw, indenture, mortgage, lease,
or agreement, or any order, judgment, decree, law, or
regulation to which any property of New Millennium is
subject or by which New Millennium is bound.
<P>
15. CONDUCT OF SCOVEL PENDING THE MERGER DATE. Scovel
covenants that between the date of this Agreement and the
Merger Date:
<P>
15.1. No change will be made in Scovel's Articles of
Incorporation or bylaws.
<P>
15.2. Scovel will not make any change in its authorized or
issued capital stock, declare or pay any dividend or other
distribution or issue, encumber, purchase, or otherwise
acquire any of its capital stock other than as provided
herein.
<P>
15.3. Scovel will use its best efforts to maintain and
preserve its business organization, employee relationships
and goodwill intact, and will not enter into any material
commitment except in the ordinary course of business.
<P>
16 CONDUCT OF NEW MILLENNIUM PENDING THE MERGER DATE.
New Millennium covenants that between the date of this
Agreement and the Merger Date:
<P>
16.1. No change will be made in New Millennium's Articles
of incorporation or bylaws.
<P>
16.2. New Millennium will not make any change in its
authorized or issued capital stock, declare or pay any
dividend or other distribution or issue, encumber, purchase,
or otherwise acquire any of its capital stock otherwise than
as provided herein.
<P>
16.3. New Millennium will use its best efforts to maintain
and preserve its business organization, employee
relationships and goodwill intact, and will not enter into
any material commitment except in the ordinary course of
business.
<P>
17. CONDITIONS PRECEDENT TO OBLIGATION OF NEW MILLENNIUM.
New Millennium's obligation to consummate the Merger shall
be subject to fulfillment on or before the Merger Date of
each of the following conditions, unless waived in writing
by Scovel:
<P>
17.1. NEW MILLENNIUM'S REPRESENTATIONS AND WARRANTIES. The
representations and warranties of New Millennium set forth
herein shall be true and correct at the Merger Date as
though made at and as of that date, except as affected by
transactions contemplated hereby.
<P>
17.2. NEW MILLENNIUM'S COVENANTS. New Millennium shall
have performed all covenants required by this agreement
to be performed by it on or before the Merger Date.
<P>
17.3. APPROVAL. New Millennium shall have approved this
agreement in such manner as is required by law including all
appropriate action by directors and, if required, by
shareholders.
<P>
17.4. SUPPORTING DOCUMENTS OF NEW MILLENNIUM. New
Millennium shall have delivered to Scovel supporting
documents in form and substance satisfactory to Scovel to
the effect that:
<P>
(i) New Millennium is a corporation duly organized,
validly existing, and in good standing.
<P>
(ii) New Millennium's authorized and issued capital
stock is asset forth herein.
<P>
(iii) The execution and adoption of this
agreement have been duly authorized by New
Millennium in such manner as is required bylaw
including all appropriate action by directors
and, if required, by shareholders.
<P>
18. CONDITIONS PRECEDENT TO OBLIGATION OF NEW MILLENNIUM.
New Millennium's obligation to consummate the Merger shall
be subject to fulfillment by Scovel on or before the Merger
Date of each of the following conditions, unless waived in
writing by New Millennium:
<P>
18.1. SCOVEL'S REPRESENTATIONS AND WARRANTIES. The
representations and warranties of Scovel set forth herein
shall be true and correct at the Merger Date as though made
at and as of that date, except as affected by transactions
contemplated hereby.
<P>
18.2. SCOVEL'S COVENANTS. Scovel shall have performed
all covenants required by this agreement to be performed by
it on or before the Merger Date.
<P>
18.3. APPROVAL. Scovel shall have approved this Agreement in
such manner as is required by law including all
appropriate action by directors and, if required, by
shareholders.
<P>
18.4. SUPPORTING DOCUMENTS OF SCOVEL. Scovel shall have
delivered to New Millennium supporting documents in form
and substance satisfactory to New Millennium to the
effect that:
<P>
(i) Scovel is a corporation duly organized, validly
existing, and in good standing.
<P>
(ii) Scovel's authorized and issued capital stock is
as set forth herein.
<P>
(iii) The execution and adoption of this
Agreement have been duly authorized by
Scovel in such manner as is required bylaw
including all appropriate action by directors
and, if required, by shareholders.
<P>
19. ACCESS. From the date hereof to the Merger Date, New
Millennium and Scovel shall provide each other with such
information and permit each other's officers and
representatives such access to its properties and books and
records as the other may from time to time reasonably
request. If the Merger is not consummated with the intended
results as defined hereafter, all documents and
consideration received in connection with this agreement
shall be returned to the party furnishing such documents and
consideration, and all information so received shall be
treated as confidential. The results intended from this
merger are that NEW MILLENNIUM will emerge with fully
reporting status.
<P>
20. CLOSING.
<P>
20.1. The transfers and deliveries to be made pursuant to
this agreement (the "Closing") shall be made by and take
place at the offices of the Exchange Agent or other location
designated by the Constituent Corporations without requiring
the meeting of the parties hereof. All proceedings to be
taken and all documents to be executed at the Closing shall
be deemed to have been taken, delivered and executed
simultaneously, and no proceeding shall be deemed taken nor
documents deemed executed or delivered until all have been
taken, delivered and executed.
<P>
20.2. Any copy, facsimile telecommunication or other
reliable reproduction of the writing or transmission
required by this agreement or any signature required thereon
may be used in lieu of an original writing or transmission
or signature for any and all purposes for which the original
could be used, provided that such copy, facsimile
telecommunication or other reproduction shall be complete
reproduction of the entire original writing or transmission
or original signature.
<P>
20.3. At the Closing, Scovel shall deliver to the
Exchange Agent in satisfactory form, if not already
delivered to New Millennium:
<P>
(i) A list of the holders of record of the shares of
Scovel Common Stock being exchanged, with an itemization
of the number of shares held by each, the address of each
holder, and the aggregate number of shares of New Millennium
Common Stock to be issued to each holder;
<P>
(ii) Evidence of the execution and adoption of this
Agreement in such manner as is required by law including
all appropriate action by directors and, if required, by
shareholders;
<P>
(iii) Certificate of the Secretary of State of Delaware
as of a recent date as to the good standing of Scovel;
<P>
(iv) Certified copies of the resolutions of the
board of directors of Scovel authorizing the execution of
this agreement and the consummation of the Merger;
<P>
(v) The Scovel Financial Statements;
<P>
(vi) Secretary's certificate of incumbency of the
officers and directors of Scovel;
<P>
(vii) Any document as may be specified herein or
required to satisfy the conditions, representations and
warranties enumerated elsewhere herein; and
<P>
(viii) The share certificates for the outstanding
Common Stock of Scovel to be exchanged hereunder or, where
any such certificate is not delivered, an affidavit of
lost certificate or other reason for non-delivery.
<P>
20.4. At the Closing, New Millennium shall deliver to the
Exchange Agent in satisfactory form, if not already
delivered to Scovel:
<P>
(i) A list of its shareholders of record;
<P>
(ii) Evidence of the execution and adoption of this
Agreement in such manner as is required by law including
all appropriate action by directors and, if required, by
shareholders;
<P>
(iii) Certificate of the Secretary of State of its
state of incorporation as of a recent date as to the good
standing of New Millennium;
<P>
(iv) Certified copies of the resolutions of the board
of directors of New Millennium authorizing the execution of
this agreement and the consummation of the Merger;
<P>
(v) The New Millennium Financial Statements;
<P>
(vi) Secretary's certificate of incumbency of the
officers and directors of New Millennium;
<P>
(vii) Any document as may be specified herein or
required to satisfy the conditions, representations and
warranties enumerated elsewhere herein; and
<P>
(viii) The share certificates of New Millennium to
be delivered to the shareholders of Scovel hereunder, in
proper names and amounts, and bearing legends, if any,
required and appropriate under applicable securities laws.
<P>
21. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The
representations and warranties of the Constituent
Corporations setout herein shall survive the Merger Date.
<P>
22. ARBITRATION.
<P>
22.1. SCOPE. The parties hereby agree that any and all
claims (except only for requests for injunctive or other
equitable relief) whether existing now, in the past or in
the future as to which the parties or any affiliates may be
adverse parties, and whether arising out of this agreement
or from any other cause, will be resolved by arbitration
before the American Arbitration Association within the
state of Florida.
<P>
22.2. CONSENT TO JURISDICTION, SITUS AND JUDGMENT. The
parties hereby irrevocably consent to the jurisdiction of
the American Arbitration Association and the situs of the
arbitration (and any requests for injunctive or other
equitable relief) within the state of Florida. Any award in
arbitration may be entered in any domestic or foreign court
having jurisdiction over the enforcement of such awards.
<P>
22.3. APPLICABLE LAW. The law applicable to the
arbitration and this agreement shall be that of the State
of Colorado, determined without regard to its provisions,
which would otherwise apply to question of conflict of laws.
<P>
22.4. DISCLOSURE AND DISCOVERY. The arbitrator may, in
its discretion, allow the parties to make reasonable
disclosure and discovery in regard to any matters which are
the subject of the Arbitration and to compel compliance with
such disclosure and discovery order. The arbitrator may
order the parties to comply with all or any of the
disclosure and discovery provisions of the Federal Rules of
Civil Procedure, as they then exist, as may be modified by
the arbitrator consistent with the desire to simplify the
conduct and minimize the expense of the arbitration.
<P>
22.5. RULES OF LAW. Regardless of any practices of
arbitration to the contrary, the arbitrator will apply the
rules of contract and other law of the jurisdiction whose
law applies to the arbitration so that the decision of the
arbitrator will be, as much as possible, the same as if the
dispute had been determined by a court of competent
jurisdiction.
<P>
22.6. FINALITY AND FEES. Any award or decision by the
American Arbitration Association shall be final, binding
and non-appealable except as to errors of law or the failure
of the arbitrator to adhere to the arbitration provisions
contained in this agreement. Each party to the arbitration
shall pay its own costs and counsel fees except as
specifically provided otherwise in this agreement.
<P>
22.7. MEASURE OF DAMAGES. In any adverse action, the parties
shall restrict themselves to claims for compensatory damages
and\or securities issued or to be issued and no claims shall
be made by any party or affiliate for lost profits, punitive
or multiple damages.
<P>
22.8. COVENANT NOT TO SUE. The parties covenant that
under no conditions will any party or any affiliate file any
action against the other (except only requests for
injunctive or other equitable relief) in any forum other
than before the American Arbitration Association, and the
parties agree that any such action, if filed, shall be
dismissed upon application and shall be referred for
arbitration hereunder with costs and attorney's fees to the
prevailing party.
<P>
22.9. INTENTION. It is the intention of the parties and
their affiliates that all disputes of any nature between
them, whenever arising, whether in regard to this Agreement
or any other matter, from whatever cause, based on whatever
law, rule or regulation, whether statutory or common law,
and however characterized, be decided by arbitration as
provided herein and that no party or affiliate be required
to litigate in any other forum any disputes or other matters
except for requests for injunctive or equitable relief. This
Agreement shall be interpreted in conformance with this
stated intent of the parties and their affiliates.
<P>
22.10. SURVIVAL. The provisions for arbitration
contained herein shall survive the termination of this
agreement for any reason.
<P>
23. FAILURE TO MAINTAIN BULLETIN BOARD LISTING. If as
a result of the merger described herein New Millennium shall
fail to be deemed a successor issuer and its securities
shall not continue to be listed on the Bulletin Board, the
merger transaction shall be unwound and all shares issued to
each party shall be cancelled.
<P>
24. GENERAL PROVISIONS.
<P>
23.1. FURTHER ASSURANCES. From time to time, each party
will execute such additional instruments and take such
actions as may be reasonably required to carry out the
intent and purposes of this agreement.
<P>
23.2. WAIVER. Any failure on the part of either 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.
<P>
23.3. BROKERS. Each party agrees to indemnify and hold
harmless the other party against any fee, loss or
expense arising out of claims by brokers or finders
employed or alleged to have been employed by the
indemnifying party.
<P>
23.4. NOTICES. All notices and other communications
hereunder shall be in writing and shall be deemed to have
been given if delivered in person or sent by prepaid first-
class certified mail, return receipt requested, or
recognized commercial courier service, as follows:
<P>
If to Scovel, to: Scovel Corporation
128 April Rd. Port Moody,
B.C. Canada V3H-3M5
<P>
If to New Millennium, to: New Millennium Media
International, Inc.
101 Philippe Parkway, Suite 305
Safety Harbor, Florida 34695
<P>
24. GOVERNING LAW. This Agreement shall be governed by
and construed and enforced in accordance with the laws of
the State of Colorado.
<P>
25. ASSIGNMENT. This Agreement shall inure to the
benefit of, and be binding upon, the parties hereto and
their successors and assigns; provided, however, that any
assignment by either party of its rights under this
agreement without the written consent of the other party
shall be void.
<P>
26. COUNTERPARTS. This agreement may be executed
simultaneously in two or more counterparts, each of which
shall be deemed an original, but all of which together shall
constitute one and the same instrument. Signatures sent by
facsimile transmission shall be deemed to be evidence of the
original execution thereof.
<P>
27. EXCHANGE AGENT AND CLOSING DATE. The Exchange Agent
shall be Raymond Rayder, Safety Harbor, Florida. The
Closing shall take place upon the fulfillment by each party
of all the conditions of Closing required herein, but not
later than 15 days following execution of this Agreement
unless extended by mutual consent of the parties.
<P>
28. REVIEW OF AGREEMENT. Each party acknowledges that it
has had time to review this Agreement and, as desired,
consult with counsel. In the interpretation of this
agreement, no adverse presumption shall be made against any
party on the basis that it has prepared, or participated in
the preparation of, this Agreement.
<P>
29 SCHEDULES. All schedules attached hereto, if any, shall
be acknowledged by each party by signature or initials
thereon.
<P>
30. EFFECTIVE DATE. The effective date of this agreement
shall be March 9, 2000.
<P>
IN WITNESS WHEREOF, the parties have executed this
Agreement.
<P>
SCOVEL CORPORATION
<P>
By: /s/ Gerald Ghini This 9th day of March 2000
-----------------------------
Gerald Ghini
President
<P>
NEW MILLENNIUM MEDIA INTERNATIONAL, INC.
<P>
By: /s/John Thatch This 9th day of March 2000
-----------------------------
John Thatch,
President & CEO.
<P>
EXCHANGE AGENT
<P>
By: /s/Raymond Rayder This 8th day of March 2000
-----------------------------
Raymond Rayder, Esq.
<P>
