STOCK PURCHASE AGREEMENT
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AGREEMENT, dated as of the day of January, 2000 by
and among each of YT2K, Ltd., a Colorado limited liability
company, James Alexander, Paul Labarile, CAMP Trust, Harsh
Development LLC ( the "Selling Shareholders") and Isotec,
Incorporated, (the "Company" or "Isotec"), the Shareholders
being hereinafter separately called the "Selling Shareholder"
and collectively called "Selling Shareholders") and World Am
Communications, Inc. a Florida corporation ("World") or
("Buyer").
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W I T N E S S E T H
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WHEREAS, the Selling Shareholders are the owners of all
of the shares of Isotec and the underlying assets being
acquired herein; and
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WHEREAS, Buyer is a publicly registered, trading and
non-reporting company; and
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WHEREAS, the Company is principally engaged in the
business of designing, creating, interfacing, managing and
marketing secure portal or entrance devices and related
technologies (the "Business"); and
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WHEREAS, the Selling Shareholders wish to sell to Buyer,
and Buyer wishes to purchase from the Selling Shareholders,
the shares of Isotec, the components, services and know-how of
the Selling Shareholders, all, subject to the terms and
conditions hereinafter set forth.
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NOW, THEREFORE, in consideration of and in reliance upon
the covenants, conditions, representations and warranties
herein contained, the parties hereto hereby agree as follows:
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1. Purchase and Sale Agreement.
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1.1 Agreement of Purchase and Sale. Subject to
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the terms and conditions set forth in this Agreement and in
reliance upon the representations, warranties, covenants and
conditions herein contained, on the Execution Date and as
adjusted on the Closing Date (as defined in Section 2.1
hereof) the Selling Shareholders shall sell, convey, assign
transfer and deliver to Buyer, and Buyer shall purchase from
the Selling Shareholders, the Purchased Shares, free and clear
of any and all liens, claims, charges or encumbrances of any
nature whatsoever.
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1.2 Purchased Shares. As used in this Agreement,
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the term "Purchased Shares" means all of the shares of
Isotec, Incorporated which shall include, through its
Business, its properties and assets employed, used or
available for use in the Business, real and personal, tangible
and intangible, of every land and nature, wherever located, as
the same shall exist on the Closing Date, including, without
limitation, all licenses, equipment, software, know-how and
capability of Isotec, Incorporated, including the rights and
interests of Isotec under warranties, guarantees, insurance
policies, pending or executory contracts and commitments for
the purchase or lease of materials, supplies or services in
connection with the Business, pending or executory contracts
and commitments for the sale or lease of products or services
in connection with the Business, and other leases and pending
or executory contracts and commitments of any nature relating
to the, Business; deferred charges, advance payments, prepaid
expenses and deposits; rights of offset and credits of all
kinds; all other names, brands and marks used in connection
with the Business, and all derivatives and combinations
thereof; an promotional materials; a research and development
relating to the components, materials and systems; new
products, new designs, processes or cost reductions which are
used or useful or in any way related to or of potential
benefit to the Business; telephone numbers listings and rights
under governmental and administrative licenses, permits and
approvals, (b) specifications, manuals and technical data,
trade secrets, discoveries, blueprints, drawings, inventions,
designs, patents, improvements, processes, product information
and data, shop rights and know-how, and (c) all properties and
assets acquired by Isotec, Incorporated after January 4, 2000
for use in the business.
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1.3 Assumed Liabilities. None. The liabilities of
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the Business of Isotec, Incorporated shall remain liabilities
of Isotec only.
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1.4 Purchase Price. Subject to any adjustment (as
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defined in Subsection 2.4(c)), the purchase price for the
Purchased Assets shall be $1,500,000 (the "Purchase Price"),
represented by the issuance of Seventy Four Million Shares of
Common Capital Stock of World Am Communications, Inc., based
on a per shares valuation of $.0202 cents per share, in
exchange for 100% of the issued and outstanding shares of
Isotec, representing the aggregate amount of the fair market
values of the various categories of such Shares and the
underlying Purchased Assets as agreed upon by Buyer and the
Selling Shareholders and set forth below (Buyer and the
Selling Shareholders each hereby agreeing to report the
transaction for tax purposes (federal income or otherwise) on
a basis consistent therewith), increased or decreased in
accordance with any Adjustment.
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1.5 Investment Intent. The Selling Shareholders
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represent and warrant that they are acquiring the World Am
Communications, Inc. Shares for investment purposes only and
not with an intent to re-sell the same. The Selling
Shareholders shall execute their investment letter to WORLD as
part of the closing of this sale. The Selling Shareholders
acknowledge and understand that the WORLD shares which are
being issued to them are unregistered securities and will bear
a restrictive legend upon issuance.
No sale or other disposition of these shares will be allowed
except upon the establishment of an exemption from the
registration provisions of the Securities Act of 19933 (the
"Act") or by registration.
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2. Closing
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2.1 Closing Date. The closing of the sale and
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Purchase provided for herein (the "Closing") shall take place
at 10:00 A.M., local time, at the offices of World on or
before January 30, 2000 or at such other place, time and date
as may hereafter be mutually agreed upon by the parties (such
time and date of Closing being hereinafter called the "Closing
Date"). The execution date shall be the date of execution of
this Agreement.
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2.2 Action by Buyer. Subject to the terms and
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conditions herein contained, on the Execution date of this
Agreement Buyer shall deliver to the Selling Shareholders (in
addition to the documents and instruments to be delivered by
it pursuant to Articles 3 and 9 hereof):
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a) the Purchase Price for the Purchased
Assets plus or minus any Adjustment in cash;
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b) delivery of seventy four million
(74,000,000) shares of restricted common capital stock of
World based upon an agreed upon value of $.0202 per share;
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2.3 Action by the Selling Individual and Selling
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Shareholders. Subject to the terms and conditions herein
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contained, on the Execution Date and Closing Date the Selling
Individual and/or the Selling Shareholders, as the case may
be, shall deliver to Buyer (in addition to the documents and
instruments to be delivered by it pursuant to Articles 3 and
8 hereof):
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(a) a duly executed stock power, signature guaranteed
representing all shares and ownership interests in Isotec and
a assignment of the license attached hereto and made a part
hereof on the execution date;
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(b) all such warranties and licenses necessary to
operate the equipment and software as of the execution date;
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(c) other lease assignments, certificates of title;
patent, trademark, trade name and copyright assignments (in
form suitable for recording in the United States Patent and
Trademark Office and in the comparable offices of all relevant
foreign jurisdiction) and other instruments of transfer; and
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(d) all third party consents and governmental and
administrative approvals, as shall be, in the opinion of
Buyer, necessary or appropriate in order to convey, transfer
and assign to and vest in Buyer good and marketable right,
title and interest in and to the Purchased Shares, free and
clear of all liens, security interests, claims, charges and
encumbrances of any nature whatsoever.
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3. Additional Covenants.
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3.1 Further Assurances. The Selling Shareholders,
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Buyer and each of the Selling Shareholders hereby agrees that
it or he shall from time to time after the Closing Date at
its or his sole cost and expense, take any and all actions,
and execute, acknowledge, deliver, file and/or record any and
all documents and instruments, as any other party may
reasonably request in order to more fully perfect the rights
which are intended to be granted to such party hereunder.
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3.2 Non-Assignable Contracts. Anything in this
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Agreement contained to the contrary notwithstanding, nothing
in this Agreement shall be construed as an attempt to assign
(a) any contract or agreement that is at law non-assignable
without the consent of the other party thereto and as to which
such consent shall not have been given, or (b) any contract or
agreement as to which all the remedies for the enforcement
thereof and the rights thereunder enjoyed by the Selling
Shareholders would not, as a matter of law, pass to Buyer as
an incident of the assignments provided for by this Agreement.
In order, however, that the full value of every contract and
agreement of the character described in clauses (a) and (b)
of the immediately preceding sentence and all claims and
demands relating to such contracts and agreements-may be
realized, the Selling Shareholders hereby agree with Buyer
that they will, at their sole cost and expense, at ihe request
and under the direction of Buyer, in the name of the Selling
Shareholders or otherwise, as Buyer shall specify and as shall
be permitted by law, take all such action and do or cause to
be done an such things as shall be, in the opinion of Buyer,
necessary or desirable (i) in order that the rights and
benefits of the Selling Shareholders under such contracts and
agreements shall be preserved and (ii) for, and to facilitate,
the collection of the monies, services or warranties due and
payable, and to become due and payable, to the Selling
Shareholders in and under every such contract and agreement,
and the Selling Shareholders will hold the same for the
benefit of and will pay the same, when received, to Buyer.
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3.3 Investigation. Between the date hereof and
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the Closing Date Buyer may, directly and through its
representatives, make such investigation of the Business and
the Purchased Shares and underlying Assets as Buyer deems
necessary or advisable, but such investigation shall not
affect any of the representations and warranties of the
Selling Individual or any of the Selling Shareholders
contained herein or in any instrument or document delivered
pursuant hereto. In furtherance of the foregoing, Buyer and
Buyers representatives shall have, at all reasonable times
after the date hereof, full access to the premises and to the
books and records of the Business, and the Selling
Shareholders shall furnish to Buyer and its representatives
such contracts, purchase orders, invoices, financial and
operating data and other information with respect to the
Business and the underlying Purchased Assets as Buyer may from
time to time reasonably request. Buyer shall use its
reasonable efforts not to disclose or use any confidential
information which it obtains in connection with the foregoing,
except to the extent which it deems to be necessary in order
to evaluate the Business. In the event that the purchase and
sale transaction provided for herein is not consummated for
any reason whatsoever, Buyer shall return to Isotec and the
Selling Shareholders all documents, workpapers and other
written materials which were obtained by it during the course
of such investigation which constitute confidential
information.
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3.4 Consummation of Transaction. Each of the
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parties hereto hereby agrees to use his or its best efforts to
cause all conditions precedent. to Ms or its obligations and
to the obligations of the other parties hereto to consummate
the transactions contemplated hereby to be satisfied,
including, but not limited to, using his or its beat efforts
to obtain all required consents, waivers, amendments,
modifications, approvals, authorizations, novations and
licenses; provided, however, that nothing herein contained
shall be deemed to modify any of the obligations imposed upon
any of the parties hereto under this Agreement or any
agreement executed and delivered pursuant hereto.
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3.5 Cooperation. Each of the parties hereto hereby
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agrees to fully cooperate with the other parties hereto in
preparing. and filing any notices, applications, reports and
other instruments and documents which are required by, or
which are desirable in the opinion of any of the parties
hereto in respect of, any statute, rule, regulation or order
of any governmental or administrative body in connection with
the transactions contemplated hereby.
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3.6 Accuracy of Representations. Each party hereto
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agrees that prior to the Closing Date he or it will enter into
no transaction and take no action, and will use his or its
best efforts to prevent the occurrence of any event, which
would. result in any of his or its representations, warranties
or covenants contained in this Agreement or in any agreement,
document or instrument delivered pursuant hereto not to be
true and correct, or not to be performed as contemplated, at
and as of the time immediately after the occurrence of such
transaction or event.
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3.7 Conduct of Business. Isotec and the Selling
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Shareholders covenant and agree, and each of the Selling
Shareholders covenants and agrees to use his or their best
efforts to cause Isotec to conduct its and their Business
operations during the period from the date hereof to the
Closing Date only in the ordinary course of business and in a
manner consistent with the equipment Hats and criteria
previously provided to Buyer and in compliance with applicable
laws, except pursuant to the terms hereof or unless World
shall otherwise agree in writing; and the Selling Shareholders
shall use their best efforts to, preserve intact and to
maintain and preserve the Business and its underlying
Purchased Assets, to keep available the services of the
respective employees and consultants of Isotec and to preserve
the present goodwill of Isotec and the Selling Shareholders
and its relationships with customers, suppliers and other
persons with whom it has business relations. By way of
illustration and not limitation, neither Isotec nor the
Selling Shareholders nor any Selling Stockholder shall,
between the date hereof and the Closing Date, directly or
indirectly do, or propose or commit to do, any of the
following without the prior written consent of World:
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(a) except as set forth on Schedule 3.7(b), and to
the extent required under existing. written agreements as in
effect on the date of this Agreement, (i) increase the
compensation or fringe benefits of any of their employees,
(ii) enter into employment arrangements, with any other
employee of the Selling Shareholders involving compensation in
excess of $25,000, (iii) establish, adopt, enter into or amend
or terminate any written agreement or other plan, agreement,
trust, fund, policy or arrangement for the benefit of any
employees or (iv) notwithstanding any agreement to the
contrary, pay any bonus, salary or compensation to any of the
Shareholders of the Selling Shareholders;
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(b) sell, lease, license, mortgage or otherwise
encumber or subject to any lien or otherwise dispose of any of
the Purchased Assets;
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(c) incur any indebtedness for borrowed money or
guarantee any such indebtedness of another person, issue or
sell any. debt securities or warrants or other rights to
acquire any debt securities of the Selling Shareholders,
guarantee any debt of another person, or enter into any
arrangement having the economic effect of any
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(d) authorize or permit any of Isotec's employees or
any investment banker, financial advisor, attorney, accountant
or other representative, to solicit, initiate or encourage
(including by way of furnishing information) or take any other
action to facilitate, any inquiries or the making of any
proposal which constitutes, or may reasonably be expected to
lead to an agreement or a mutual understanding as to terms or
the execution of a letter of intent or definitive agreement or
publicly announced agreement in principle with regard to a
transaction or series of transactions with a party other than
World, which transactions relate to the sale or other
disposition of the shares, assets or business of the Selling
Shareholders or any other financing, stock repurchase,
restructuring (including any merger or consolidation involving
the Selling Shareholders), stock issuance or similar
transaction (other than in the ordinary course of business)
which causes the Selling Shareholders or the Selling
Shareholders not to consummate any of the transactions
contemplated by this Agreement.
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3.8 Use of Names. At the Closing Isotec and the
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Selling Shareholders shall, at their cost and expense, take
such other action as is necessary or is in the opinion of
Buyer desirable so that Buyer will have full and exclusive
right, title and interest in and to, and exclusive use of,
all of the names, brands and marks used in connection with the
Business, including, without limitation, the name "Isotec".
In furtherance of the foregoing, the Selling Shareholders
hereby agree from and after the Closing Date they shall not
use or permit any of their companies or affiliates to use,
directly or indirectly, any of such words, names, brands,
marks or expressions, or anything so closely resembling any of
the foregoing as to be likely confused therewith, or as to be
likely to detract from the value of any of the underlying
Purchased Assets or the Business.
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3.9 Waiver of Compliance with Bulk Transfer Laws.
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With respect to the transactions contemplated by this
Agreement, Buyer and the Selling Shareholders hereby waive
compliance with any applicable provisions of the so-called
"bulk transfer laws" (Article 6 of the Uniform Commercial
Code) of any relevant jurisdiction. Each-of the Selling
Shareholders hereby agrees to indemnify and -hold Buyer
harmless from and against any and all losses, liabilities,
claims, damages, costs and expenses (including reasonable
attorneys, fees and disbursements) which Buyer may sustain,
suffer or incur as a result of or in connection with such
"bulk transfer laws" or the waiver hereby of compliance
therewith.
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3.10 Payment of Taxes Upon Transfer of Purchased
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Assets. The Selling Shareholders shall be responsible for,
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and shall pay, any and an sales, use, purchase, transfer and
similar taxes (real estate or otherwise), and any and all
filing, recording, registration and similar fees, arising out
of the transactions contemplated by this Agreement.
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3.11 Survival of Representations and Warranties.
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Each of the parties hereto hereby agrees that all
representations and warranties made by or on behalf of him or
it in this Agreement or 'in any document or instrument
delivered pursuant hereto shall survive for a period of three
(3) years following the Closing Date and the consummation of
the transactions contemplated hereby, except with respect to
the representation and warranties set forth in Section . a 4
which shall survive for the applicable statute of limitation
periods.
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3.12 Books and Records shall, for a period of at
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least seven (7) years following the Closing Date, maintain and
make available to Buyer and its representatives for
inspection and reproduction, during regular business hours,
all books and records relating to the Purchased Assets, and
the Business. Buyer shall, for a period of at least seven (7)
years following the Closing Date, maintain and make available
-to the Selling Shareholders and their representatives for
inspection and reproduction, during regular business hours,
all books and records relating to the underlying Purchased
Assets, the Business, but only insofar as said books and
records relate to periods ending on or prior to the Closing
Date.
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3.13 Discharge of Liens. The Selling Shareholders
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shall cause all liens, claims, charges and encumbrances upon
any of the Purchased Shares to be terminated or otherwise
discharged at or prior to the Closing.
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3.14 Products Liability Insurance. On or prior to
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the Closing Date, Isotec shall, at its expense, cause Buyer to
be named as an additional insured under such products
liability insurance policies as in effect on the Closing Date,
if any. The Selling Shareholders shall provide Buyer with a
copy of said policies at the Closing, together with the
written agreements of the insurers that said policies will not
be modified or canceled without at least 30 day's prior
written notice to Buyer.
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3.15 Employment Agreement. At the Closing, Buyer
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shall enter into an employment contract with Paul Labarile in
substantially the form of Exhibit D attached hereto (the
"Employment Agreement").
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4. Representations and Warranties as to Each
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Selling Individual and the Selling Shareholders. Each of
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the Selling Shareholders jointly and severally represent and
warrant to Buyer as follows:
4.1 Ownership and Power. The Selling Shareholders
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own the shares of Isotec without limitation, lien or
restriction thereon. There are no options, rights, or other
claims or rights to ownership of Isotec shares except as
disclosed on Exhibit 4.1 hereto. Isotec has full power and
authority to own, lease and operate the underlying purchased
assets, the business and to carry on its business as presently
contemplated and as provided in the marketplace. There arc no
states or jurisdictions in which the character and location of
any of the equipment or properties owned or leased by Isotec,
or the conduct of its business, makes it necessary for it to
qualify to do business as a foreign corporation.
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4.2 Fair Market Value. The fair market value of
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the purchased assets is One Million Five Hundred Thousand U.S.
Dollars ($1,500,000). All shares being sold to Buyer herein
hereto have been duly and validly purchased and are fully paid
for with no claim or lien or set-off.
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4.3 Authority. The execution and delivery by the
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Selling Shareholders of this Agreement and of all of the
agreements to be executed and delivered by them pursuant
hereto, the performance by them of their obligations hereunder
and thereunder, and the consummation of the transactions
contemplated hereby and thereby, have been duly and validly
authorized by all necessary action on the part of the Selling
Shareholders, and the Selling Shareholders have all necessary
power with respect thereto. This Agreement is, and when
executed and delivered by the Selling Individual and the
Selling Shareholders (to the extent that they are parties
thereto) each of the other agreements to be delivered by any
or all of them pursuant hereto will be, the valid and binding
obligation of the Selling Individual and the Selling
Shareholders (to the extent that they are parties thereto) in
accordance with its terms.
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4.4 Non-contravention. Except as set forth on
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Schedule 4.4 neither the execution and delivery by any Selling
Shareholder or 'any of the Selling Shareholders of this
Agreement or of any agreement to be executed and delivered by
any or all of them pursuant hereto, nor the consummation of
any of the transactions contemplated hereby or thereby, nor
the performance by any of them of any of their respective
obligations hereunder or thereunder, will (nor with the giving
of notice or the lapse of time or both would) (a) conflict
with or result in a breach of any provision of any Agreements
or Licenses of the Selling Shareholders, or (b) give rise to
a default, orally right of termination, cancellation or
acceleration, or otherwise be in conflict with or result in a
loss of contractual benefits to any of them, under any of the
ter-ins, conditions or provisions of any note, bond, mortgage,
indenture, license, agreement or other instrument or
obligation to which any of them is a party or by which any of
them may be bound, or require any consent, approval or notice
under the terms of any such document or instrument, or (c)
violate any order, writ, injunction, decree, law, statute,
rule or regulation of any court or governmental or
administrative authority which is applicable to any of them,
or (d) result in the creation or imposition of any lien,
claim, security, interest restriction, charge or encumbrance
upon any of the Purchased Shares, or (e) interfere with or
otherwise adversely affect the ability of Buyer to carry on
the Business after the Closing Date on substantially the same
basis as is now contemplated by the Selling Shareholders.
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4.5 Absence of Undisclosed Liabilities. Isotec and
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the Selling Shareholders have no liabilities or obligations of
any nature whatsoever, whether accrued, absolute, contingent
or otherwise, which have not been (a) in the case of
liabilities and obligations of a type customarily reflected on
a balance sheet " pared in accordance with GAAP, or (b) in
the case of other types of liabilities and obligations,
described in any of the Schedules delivered pursuant hereto or
omitted from said Schedules in accordance with the terms of
this Agreement.
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4.6 Shares and Underlying Assets. The Purchased
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Shares and the Assets of Isotec comprise all of the assets
which are necessary in order for Buyer to carry on the
proposed Business after the Closing Date on substantially the
same basis as is now contemplated by the Selling Shareholders
and as represented to the Buyer. The Selling Shareholders
have good and valid title to all of the Purchased Shares, free
and clear of all mortgages, liens, pledges, charges or
encumbrances of any nature whatsoever and Isotec has good and
valid title to all of its Assets. All equipment and software
which are material to the business, operation or condition
(financial or otherwise) of Isotec is in good operating
condition and repair, and are suitable for. the purposes for
which they are used; and none of such equipment, software or
systems, when built, will require any specialized repairs
except for ordinary, routine maintenance and repairs which are
not substantial in nature or cost.
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4.7 Litigation. Other than as set forth in
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Schedule 4.7 there are no claims, suits, actions, arbitration,
investigations, inquiry or other proceeding before spy
governmental agency, court or tribunal, domestic or foreign,
or before any private arbitration tribunal, pending or, to the
beat of the knowledge of the Selling Shareholders, threatened,
against or relating to the Selling Shareholders, the-Business
or any of the Purchased Assets; nor, is there any basis for
any such claim, suit,. action, arbitration, investigation,
inquiry or other proceeding. There are no judgments, orders,
stipulations, injunctions, decrees or awards in effect which
relate to the Selling Shareholders, the Business or any of
the Purchased Assets, the effect of which is (a) to limit,
restrict, regulate, enjoin or prohibit any business practice
in any area, or the acquisition of any properties, assets or
businesses, or (b) otherwise materially adverse to the
Business or any of the Purchased Shares or underlying Assets.
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4.8 No Violation of Law. The Selling Shareholders
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are not engaging in any activity or omitting to take any
action as a result of which. (a) it is in violation of any
law, rule, regulation, zoning or other. ordinance, statute,
order, injunction or decree, or any other requirement of any
court or governmental or administrative body or agency,
applicable to the Selling Shareholders, the ' Business or any
of the Purchased Shares or Assets, including, but not limited
to, those relating to: occupational safety and health;
environmental and ecological protection (e.g., the use,
storage, handling, transport or disposal of Pollutants,
contaminants or hazardous or toxic materials or. wastes, and.
the exposure of persons thereto); business practices and
operations; labor practices; employee benefits; and zoning and
other land use, and (b) the Selling Shareholders, the Business
and/or any of the Purchased Assets have been or may be
materially and adversely affected.
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4.9 Intellectual Property. Schedule 4.9 is a
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complete and correct list of all (a) United States and
foreign-patents, trademark and trade name registrations,
trademarks and trade names, brandmarks and brand name
registrations, service marks and serviceman registrations,
assumed names and copyrights and copyright registrations,
owned in whole or in part or used by Isotec and/or the Selling
Shareholders for use through Isotec, and all applications
therefor, (b) inventions, discoveries, improvements,
processes, formulae, proprietary rights and trade secrets
relating to the Business, and (c) licenses and other
agreements to which the Selling Shareholders is a party or
otherwise bound which relate to any of the foregoing. Except
as expressly set forth in said Schedule 4.9 (a) the Selling ,
Shareholders owns or has the right to use all of the
foregoing; (b) no proceedings have been instituted, are
pending or, to the beat of the knowledge of the Selling
Shareholders are threatened, which challenge the rights of the
Selling Shareholders in respect thereto or the validity
thereof and, to the beat knowledge of the Selling
Shareholders, there is no valid basis for any such
proceedings; (c) none of the aforesaid violates any laws,
statutes, ordinance& or regulations, or has at any time
infringed upon or violated any rights of others, or is being
infringed by others; and (d) none of the aforesaid is subject
to any outstanding order, decree, judgment, stipulation or
charge.
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4.10 Tax Matters. The Selling Shareholders have
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filed with the appropriate governmental agencies all tax
returns and reports required to be riled by them, and have
paid in full or made adequate provision for the payment of,
all taxes, interest, penalties, assessments and deficiencies
shown to be due or claimed to be due on such tax returns and
reports. The United States federal income tax returns of the
Isotec has not been examined by the Internal Revenue Service
("the IRS").
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4.11 Insurance. Attached hereto as Schedule 4.1
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list a complete and correct list and summary description of
all policies of insurance relating to- any of the underlying
Purchased Assets or the Business in which the Selling
Shareholders are an insured party, beneficiary or loss payable
payee. Such policies arc in full force and effect, all
premiums due and payable with respect thereto have been paid,
and no notice of cancellation or termination has been received
by the Selling Shareholders with respect to any such policy.
In the opinion of the Selling Shareholders, such policies
cover risks normally insured against, and are in amounts
normally carried, by companies engaged in similar businesses.
The Selling Shareholders has not sustained any material loss
or interference with their business from fire, storm,
explosion, flood or other casualty, whether or not-covered by
insurance, or from any labor dispute or court of governmental
action, order or decree.
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4.12 Employee Arrangements
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(a) Schedule 4.12 is a complete and correct list
and summary description of all (i) union, collective
bargaining, employment, management, termination and consulting
agreements to which the Selling Shareholders is a party or
otherwise bound, and (ii) compensation plans and arrangements;
bonus and incentive. plans and arrangements; deferred
compensation plans and arrangements; pension and retirement
plans and arrangements; profit sharing, and thrift plans and
arrangements; stock purchase and stock option plans and
arrangements; hospitalization and other life, health or
disability insurance or reimbursement programs; holiday, sick
leave, severance, vacation, tuition reimbursement, personal
loan and product purchase discount policies and arrangements;
and other plans or arrangements providing for benefits for
employees of the Selling Shareholders. Said Schedule also
lists the names and compensation of all employees of the
Selling Shareholders whose earnings during the last fiscal
year was $25,000 or more (including bonuses and other
incentive compensation), and all employees who are expected to
receive at least said amount in respect of the present year.
(b) Schedule 4.12 also sets forth all
outstanding loans and other advances (other than travel
advances in the ordinary course of business which do not
exceed $1,000 per individual) made by the Selling Shareholders
to any of its officers, directors, employees, Shareholders,
partners or consultants.
<P>
4.13 Certain Business Matters. Except as is set
------------------------
forth in Schedule 4.13 (a) neither Isotec nor the Selling
Shareholders is/are not a party to or bound by any
distributorship, dealership, sales agency, franchise or
similar agreement which relates to the sale or distribution of
any of the products and services of the Business, (b) the
product and service warranties given by the Company or by
which they are bound (complete and correct copies or
descriptions of which are set forth on Schedule 4.13, entail
no greater obligations than are customary in the business of
the Company, (c) the Company is not a party to or bound by any
agreement which limits its freedom to compete in any line of
business or with any person, or which is otherwise materially
burdensome to it, and (d), Isotec is not a party to or bound
by any agreement in which (or any affiliate of any -such
person) has, or had when made, a direct or indirect material
interest.
<P>
4.14 Certain Contracts. Schedule 4.14 is a
------------------
complete and correct list of all contracts, commitments,
indentures, mortgages, obligations, agreements and
understandings which are not act forth in any other Schedule
delivered hereunder and to which Isotec is a party or
otherwise bound, except for each of those which.(a)was made in
the ordinary course of business, and (b) either (i) is
terminable by Isotec (and will be terminable by Buyer) without
liability, expense or other obligation on 30 days, notice or
less, or (ii) may be anticipated to involve aggregate payments
to or by Isotec of $10,000 (or the equivalent) or less
calculated over the full term thereof, and (c) is not
otherwise material to the Business or any of the underlying
Purchased Assets. Complete and correct copies of all
contracts, commitments, indentures, mortgages, obligations,
agreements and undertakings set forth on any of the Schedules
delivered pursuant to this Agreement have been furnished by
Isotec to Buyer, and except as expressly stated on the
Schedule on which they are set forth, (a) each of them is in
full force and effect, no person or entity which is a party
thereto or otherwise bound thereby-is in default thereunder,
and no event, occurrence, condition or act exists which does
(or which with the giving of notice or the lapse of time or
both would) give rise to a default or right of cancellation,
acceleration or loss of contractual benefits thereunder; (b)
there has been no threatened cancellations thereof, and there
are no outstanding disputes thereunder; and (c) none of them
is materially burdensome to the Company. None of the material
provisions of such contracts, instruments or agreements
violates any existing applicable law, rule, regulation,
judgment, order or decree of any governmental agency or court
having jurisdiction over the Business or the underlying
Purchased Assets.
<P>
4.15 Approvals. Schedule 4.15 is a complete
----------
and, correct list of all governmental, administrative and
third-party consents, permits, appointments, approvals,
licenses, certificates, franchises and other authorizations
which, are necessary for the operation of the Business or to
own or operate Isotec and the underlying Purchased Assets, all
of which have been obtained by Isotec and/or the Selling
Shareholders and are in full force and effect. There are no
proceedings pending or, to the beat of the Selling
Shareholders! knowledge, threatened, or any basis therefor,
seeking to cancel, terminate or limit such consents, permits,
appointments, approvals, licenses, certificates, franchises or
other authorizations.
<P>
4.16 Information as to the Selling Shareholders.
-------------------------------------------
None of the representations or warranties made by the Selling
Shareholders or any of the Selling Shareholders in this
Agreement or in any agreement executed and delivered by or on
behalf Of any of them pursuant hereto are false or misleading
with respect to any material fact, or omit to state any
material fact necessary in order to make the statements
therein contained not misleading.
<P>
5. Representations and Warranties as to Buyer.
-------------------------------------------
World represents and warrants to the Selling Shareholders as
follows:
<P>
5.1 Organization, Standing and Power. World is a
---------------------------------
Florida corporation duly organized, validly existing and in
good standing under the laws of the State of Florida, with
full corporate power and authority to own, lease and operate
its properties and to carry on its business as presently
conducted by it. As of January 1, 2000, World has 500,000,000
common shares authorized, of which 114,228,200 are issued and
outstanding. All shares are fully paid and non-assessable.
World shall effect a reverse split of its shares and W.C.
Entertainment Inc. shall cancel that portion of its shares to
the effect that at the closing of the transaction, World will
have not more than 7,000,000 shares issued and outstanding on
a fully diluted basis. Plus ___ shares held in trust for
entities.
<P>
5.2 Authority. The execution and delivery by World
---------
of this Agreement and of each agreement to be executed and
delivered by it pursuant hereto, the compliance by World with
the provisions hereof and thereof, and the consummation of the
transactions contemplated hereby and thereby, have been duly
and validly authorized by all necessary corporate action on
the part of World and World has all necessary corporate power
with respect thereto. This Agreement is, and when executed-
and delivered by World each other agreement to be executed and
delivered by either or both of them pursuant hereto will be,
the valid and binding obligation of World, as applicable, in
accordance with its terms. Neither the execution and delivery
by World of this Agreement or of any of the aforementioned
other agreements, nor the consummation of the transactions
contemplated hereby or thereby, nor the compliance by World
with the provisions hereof and thereof, will (nor with the
giving of notice or the lapse of time or both, would) conflict
with or result in a violation of any provision of the
Certificates of Incorporation or Bylaws of either World, or in
the breach of any material agreement to which World is a party
or otherwise bound.
<P>
6. Indemnification.
----------------
6.1 Indemnification by the Selling Shareholders
-------------------------------------------
and the Selling Stockholders. The Selling Shareholders and
-----------------------------
each Selling Stockholders, jointly and severally, indemnify
and hold World harmless from and against any and all losses,
obligations, deficiencies, liabilities, claims, damages, costs
and expenses including, without limitation, the amount of any
settlement entered into pursuant hereto, and all reasonable
legal and other expenses incurred in connection with the
investigation, prosecution or defense of any matter
indemnified pursuant hereto (a "loss") which loss World and/
or Buyer may sustain, suffer or incur and which arise out of,
are caused by, relate to, or result or occur from or in
connection with (a) liabilities other than the Assumed
Liabilities, (b) the noncompliance with any applicable bulk
transfer laws of any jurisdiction, or (c) the breach by the
Selling Shareholders or any of the Selling Shareholders of any
representation, warranty or covenant made by him or it in this
Agreement or in any agreement or instrument executed and
delivered pursuant hereto. This indemnification obligation
shall also apply to claims directly by World against the
Selling Shareholders and/or the Selling Stockholders as well
as to third party claims.
<P>
6.2 Indemnification by Buyer. Buyer indemnities
-------------------------
and holds the Selling Shareholders and the Selling
Shareholders harmless from and against any Loss, which Loss
any of them may sustain, suffer or incur and which arise out
of, are caused by, relate to, or result or occur from or in
connection with (a) the Assumed Liabilities, or (b) the breach
by Buyer of any representation, warranty or covenant made by
it in this Agreement or in any agreement or instrument
executed and delivered pursuant hereto. This indemnification
obligation shall also apply to claims directly by the Selling
Shareholders and/or the Selling Shareholders against Buyer as
well as to third party claims.
<P>
6.3 Third Party Claims. If a claim by a third
-------------------
party is made against any party or parties hereto and the
party or parties against whom said claim is made intends to
seek indemnification with respect thereto under this Article
6, the party or parties seeking such indemnification shall
promptly notify the indemnifying party or parties, in writing,
of such claim; provided, however, that the failure to give
such notice shall not affect the rights of the indemnified
party or parties hereunder unless such failure materially and
adversely affects the indemnifying party or parties. The
indemnifying party or parties shall. have ten days after said
notice is given to elect, by written notice given to the
indemnified party or parties, to undertake, conduct and
control, through counsel of their own choosing (subject to the
consent of the indemnified party or parties, such consent not
to be unreasonably withheld) and at their sole risk and
expense, the good faith settlement or defense of such claim,
and the indemnified party or parties shall cooperate with-the
indemnifying parties in connection therewith; provided: (i) in
the case of the Selling Shareholders and/or any of. the
Selling Shareholders as the indemnifying party or parties, it
or they shall not thereby permit to exist any lien,
encumbrance or other adverse change upon any of the Purchased
Assets, Buyer or the Business, and (ii) the indemnified party
or parties shall be entitled to participate in such settlement
or defense through counsel chosen by the indemnified party or
parties, provided that the fees and expenses of such counsel
shall become by the indemnified party or parties. So long as
the indemnifying party or parties are contesting any such
claim in good faith, the indemnified party or parties shall
not pay or settle any such claim; provided, however, that
notwithstanding the foregoing, the indemnified
party or parties shall have the right to pay or settle any
such claim at any time, provided that in such event they shall
waive any right of indemnification therefor by the
indemnifying party or parties. If the indemnifying parties
do not make a timely election to undertake the good faith
defense or settlement of the claim as aforesaid, or if the
indemnifying parties fail to proceed with the good faith
defense or settlement of the matter after making such
election, then, in either such event, the indemnified party or
parties shall have the right to contest, settle or compromise
the claim at their exclusive discretion, at the risk and
expense of the indemnifying parties to the full extent set
forth in Sections 6.1 or 6.2 hereof, as the case may be.
<P>
7. Non-disclosure, Non-compete.
----------------------------
<P>
7.1 "Confidential Information" Defined. As used
-----------------------------------
in this Article 7, the- term "Confidential Information' shall
mean any and all information (oral and written) relating to
the Business or, the Purchased Assets, other than such
information which can be shown by the Selling Shareholders to
be in the public domain (such information not being deemed to
be in the public domain merely because it is embraced by more
general information which is in the public domain) other than
as the result of a breach of the provisions of Section 7.2
below, including, but not limited to, information relating to:
identity and description of goods and services used;
purchasing; costs; pricing; machinery and equipment;
manufacturing processes- technology; research; test procedures
and-results; customers and prospects; marketing and selling
and servicing.
<P>
7.2 Non-disclosure of Confidential Information.
-------------------------------------------
The Selling Shareholders and each of the Selling Shareholders
hereby agrees not to,. at any time, directly or indirectly,
use, communicate, disclose or disseminate any Confidential
Information in any manner whatsoever.
<P>
7.3 Non-compete Covenant. Except as otherwise
---------------------
provided in the Employment Agreements, the Selling
Shareholders and each of the Selling Shareholders shall not,
during the six month period commencing on the Closing Date,
directly or indirectly, within any county (or adjacent
counties) in any state or Canadian province in which Isotec is
engaged in the Business, (a) engage or become interested in
any entity (whether as owner, manager, operator, licensor,
licensee, lender, partner', stockholder, joint venturer,
employee, consultant or otherwise) sells, distributes or
otherwise deals with any products (or similar or competitive
products) which are currently or at the expiration of the six
month period are manufactured, sold, distributed or otherwise
dealt with by Isotec, or (b) take any other action which
constitutes an interference with or a disruption of Buyer's
operation of the Business or Buyer's use, ownership and
enjoyment of the Business of Isotec including, without
limitation, the solicitations of Isotec's customers,
[Notwithstanding the foregoing, the Selling Shareholders and
each Selling Stockholder shall be permitted to own not more
than 10% of any class of securities which is registered under
the Securities Exchange Act of 1934, as amended; provided,
however, that said limitation shall apply to the aggregate
holdings of any Selling Stockholder or the Selling
Shareholders, as the case may be, and those of all other
persons and entities with whom he or it has agreed to act for
the purpose of acquiring, holding, voting or disposing of such
securities.] Further, such limitation shall not apply to Harsh
Development LLC in any manner.
<P>
For purposes of clarification, but not of limitation, the
Selling Shareholders and each of the Selling Shareholders
hereby acknowledges and agrees that the provisions of this
Section 7.3 shall serve as a prohibition against him or it,
during the period described therein, directly or indirectly,
hiring, offering to hire, enticing away or in any other manner
persuading or attempting to persuade any officer, employee,
agent, lessor, lessee, licensor, licensee, customer,
prospective customer or supplier of the Business to
discontinue or alter his or its relationship with the
Business.
<P>
7.4 Injunctive Relief, etc. The parties hereto
-----------------------
hereby acknowledge and agree that (a) Buyer and World would be
irreparably injured in the event of a breach by the Selling
Individual or any of the Selling Shareholders of any of his or
its obligations under this Article 7 with respect to
unauthorized disclosure of Confidential information or
engaging in activities in violation of Section 7.3, (b)
monetary damages would not be an adequate remedy for any such
breach, and (c) Buyer shall be entitled to injunctive relief,
in addition to any other remedy which it may have, in the
event of any such breach. It is hereby also agreed that the
existence of any claims which the Selling Shareholders or any
of the Selling Shareholders may have against Buyer, whether
under this Agreement or otherwise, shall not be a defense to
the enforcement by Buyer of any of its rights under this
Article 7.
<P>
7.5 Scope of Restriction. It is the intent of the
---------------------
parties hereto that the covenants contained in this Article 7
shall be enforced to the fullest extent permissible 'Under the
laws of and public policies of each jurisdiction in which
enforcement is sought (the Selling Shareholders and the
Selling Shareholders hereby acknowledging that said
restrictions are reasonably necessary for the protection of
Buyer). Accordingly, it is hereby agreed that if any one or
more of the provisions of this Article 7 shall be adjudicated
to be invalid or unenforceable for any reason whatsoever, said
provision shall be (only with respect to the operation thereof
in the particular jurisdiction in which such adjudication is
made) construed by limiting and reducing it so as to be
enforceable to the extent permissible.
<P>
7.6 Additional Undertakings. The Provisions of
------------------------
this Article 7 shall be in addition to, and not in lieu of,
any other obligations with respect to the subject matter
hereof, whether arising as a matter of contract, by law or
otherwise, including, but not limited to, any obligations
which may be contained in any employment or consulting
agreements between Buyer and any of the Selling Shareholders.
<P>
8. Right of World to Abandon. World shall have the
--------------------------
right to terminate this Agreement and abandon the transactions
contemplated hereby in the event that any of the following
shall not be true or shall not have occurred, as the case may
be, as of the Closing Date:
<P>
8.1 Accuracy of Representations and Warranties. The
-------------------------------------------
representations and warranties of the Selling Shareholders and
the Selling Shareholders contained in this Agreement or in any
document, agreement or' instrument delivered by any or all of
them pursuant hereto shall have been true when made, and, in
addition, shall be true on and as of the Closing Date with the
same force and effect as though made on and as of the Closing
Date.
<P>
8.2 Performance of Agreements. The Selling
--------------------------
Shareholders and the Selling Shareholders shall have performed
all obligations and agreements, and complied with all
covenants and conditions, contained in this Agreement or in
any document, agreement or instrument delivered by any or all
of them pursuant hereto and required to be Performed or
complied with by any or all of them at or prior to the Closing
Date.
<P>
8.3 Certificate. The Selling Individual and the
------------
Selling Shareholders shall have each furnished Buyer with a
certificate or certificates (executed, on behalf of the
Selling Shareholders, by its President), dated the Closing
Date, to the effect that he or it has fulfilled the conditions
specified in Sections 8.1 and 8.2 above.
<P>
8.4 Opinion of Counsel for the Selling
----------------------------------
Shareholders. Buyer shall have received an opinion of
------------
Thomas F. Pierson, P.C., counsel for the Selling Shareholders,
dated the Closing Date, in substantially the form of Exhibit
A attached hereto and made a part hereof.
<P>
8.5 Litigation. No order of any court or
-----------
administrative agency shall be in effect which restrains or
prohibits the transactions contemplated hereby, and no suit,
action, inquiry, investigation or proceeding in which it will
be, or it is, sought to restrain, prohibit or change the terms
of or obtain damages or other relief in connection with this
Agreement or any of the transactions contemplated hereby, and
which in the judgment of Buyer or World makes it inadvisable
to proceed with the consummation of such transactions, shall
have been instituted or threatened by any person or entity.
<P>
8.6 Consents and Approvals. All consents,
-----------------------
waivers, approvals, licenses and authorizations by third
parties and governmental and administrative authorities (and
all amendments or modifications to existing agreements with
third parties) required as a precondition to the performance
by the Selling Shareholders of their respective obligations
hereunder and under any agreement delivered pursuant hereto,
including, without limitation, the consent of Landlord, or
which in Buyer's judgment are necessary to continue unimpaired
any rights in and to the Purchased Assets which could be
impaired by the purchase and sale hereunder, shall have been
duly obtained and shall be in full force and effect.
<P>
8.7 Date of Consummation. The Sale and purchase of
---------------------
the Purchased Assets pursuant hereto shall have been
consummated on or prior to January 30, 2000.
<P>
8.8 Validity of Transactions. The validity of all
-------------------------
transactions contemplated hereby, as well as the form and
substance of all agreements, instruments, opinions,
certificates and other documents delivered by the Selling
Shareholders and the Selling Shareholders pursuant hereto,
shall be satisfactory in all material respects to World and.
its counsel.
<P>
8.9 Board Authorization. The approval of this
--------------------
Agreement and all of the transactions contemplated hereby by
the Board of Directors of Buyer.
<P>
8.10 Due Diligence. Buyer being satisfied that
--------------
the results of its "due diligence,, investigation (as
contemplated in Section 3.3 hereof of the Selling
Shareholders' business, liabilities, properties and. assets
are materially consistent with all of the data, statistics,
financial statements, representations, assurances and other
information, financial and otherwise relating to the Isotec's
business liabilities, properties and assets provided to Buyer
by the Selling Shareholders and/or the Selling Shareholders,
either orally or in writing, prior to the date of this
Agreement.
<P>
8.11 Audit of Isotec. Buyers' expert and
----------------
accountants shall have commenced their financial audit of
Isotec and the underlying Purchased Assets.
<P>
8.12 Employment Agreement. Paul Labarile shall have
---------------------
executed the Employment Agreement with Buyer.
<P>
8.13 No Material Adverse Changes. Except as
---------------------------
otherwise permitted by this Agreement, there shall not have
occurred after the date hereof, in the reasonable judgment of
Buyer, a material adverse change in the condition or
capability of Isotec, the underlying Purchased Assets or the
Business.
<P>
9. Right of the Selling Shareholders to Abandon.
----------------------------------------------
The Selling Shareholders shall have the right to terminate
this Agreement and abandon the transactions contemplated
hereby in the event that any of the following shall not be
true or shall not have occurred, as the case may be, as of the
Closing Date:
<P>
9.1 Accuracy of Representations and Warranties.
-------------------------------------------
The representations and warranties of- World contained in this
Agreement or in any document, agreement or instrument
delivered by it pursuant hereto shall have been true when
made, and, in addition, shall be true on and as of the Closing
Date with the same force and effect as though made on and as
of the Closing Date.
<P>
9.2 Performance of Agreements. World shall have
--------------------------
performed all obligations and agreements, and complied with
all covenants and conditions, contained in this Agreement or
in any document, agreement or instrument delivered by it
pursuant hereto and required to be performed or complied with
by it at or prior to the Closing Date.
<P>
9.3 Certificate. Buyer shall have furnished the
------------
Selling Shareholders with a certificate, executed by a
responsible executive officer of Buyer, dated the Closing
Date, to the effect that it has fulfilled the conditions
specified in Sections 9.1 and 9.2 hereof.
<P>
9.4 Opinion of Counsel for Selling Shareholders.
--------------------------------------------
The Selling Shareholders shall have received an opinion of
Richard Anslow, Esq. Counsel for Buyer, dated the Closing
Date, in substantially the form of Exhibit P attached hereto
and made a part hereof.
<P>
9.5 Litigation. No order of any court or
-----------
administrative agency shall be in effect which restrains or
prohibits the transactions contemplated hereby, and no suit,
action, inquiry, investigation or proceeding in which it will
be, or it is, sought to restrain, prohibit or change the terms
of or obtain damages or other relief in connection with this
Agreement or any of the transactions contemplated hereby, and
which in the judgment of Selling Shareholders makes it
inadvisable to proceed with the consummation of such
transactions, shall have been instituted or threatened by any
person or entity.
<P>
9.6 Consents and Approvals. All consents,
-----------------------
waivers, approvals, licenses and authorizations by third
parties and governmental and administrative authorities (and
all amendments and modifications to existing agreements with
third parties) required as a precondition to the performance
by the Buyer of its obligations hereunder shall have been duly
obtained and shall be in full force and effect.
<P>
9.7 Date of Consummation. The sale and purchase
---------------------
of the Purchased Assets pursuant hereto shall have been
consummated on or prior to January 30, 2000.
<P>
9.9 Employment Agreement. Buyer shall have
---------------------
executed the Employment Agreement with Paul Labarile.
<P>
10. Miscellaneous Provisions.
-------------------------
<P>
10.1 Effect of Abandonment. In the event that this
----------------------
Agreement is terminated and the transactions contemplated
hereby are abandoned pursuant to the terms hereof, this
Agreement shall forthwith become wholly void and of no force
and effect, except as to the last two sentences of Section 3.3
hereof and Section 10.2 hereof-, provided, however, that
nothing in this Agreement contained shall be deemed to relieve
any party hereto from liability for any breach of this
Agreement prior to. termination.
<P>
10.2 Expenses. Except as otherwise provided in
---------
this Agreement, each of the parties hereto shall pay his or
its own costs and expenses in connection with this Agreement
and the transactions contemplated hereby. For purposes of
this Agreement, the expenses of the Selling Shareholders shall
be deemed to be the expenses of the Selling Shareholders.
<P>
10.3 Execution in Counterparts. This Agreement may
--------------------------
be, executed in one or more counterparts, and by the different
parties hereto in separate counterparts, each of which shall
be deemed to be an- original but all of which taken together
shall constitute one and the same agreement, and shall become
effective when one or more counterparts has been signed by
each of the parties hereto and delivered to each of the other
parties hereto.
<P>
10.4. Notices. All notices, requests, demands and
--------
other communications hereunder shall be -in writing and shall
be deemed to have been duly given or made as of the date
delivered, if delivered personally, or one (1) business day
after having been deposited with courier, if sent by overnight
courier or having been sent by telecopy, if sent by telecopy
(receipt confirmed), or three (3) business days After having
been mailed- if mailed by registered or certified mail,
postage prepaid, return receipt requested, as follows:
<P>
If to Buyer, to: World Am Communications, Inc.
2215 High Point Drive
Brandon, Florida 33511
Attn: Robert
<P>
Copy to: Richard I. Anslow, Esq.
Freehold Executive Center
4400 Route 9 South 2nd Floor
Freehold, N.J. 07728
If to the Selling Shareholders, to:
The addresses listed on Ex. "A" hereto.
<P>
Copy to: Thomas F. Pierson, P.C.
1004 Depot Hill Road, Suite 1E
Broomfield., Colorado 80020
Attn:. Thomas F. Pierson, Esq,
<P>
or to such other address as any party shall have designated by
like notice to the other parties hereto (except that a notice
of change of address shall only be effective upon receipt).
<P>
10.5 Amendment. This Agreement may only be amended
----------
by a written instrument executed by each of the parties
hereto.
<P>
10.6. Entire Agreement. This Agreement (together
-----------------
with the other agreements and documents being delivered
pursuant to or in connection with this Agreement) constitutes
the entire agreement of the parties hereto with respect to the
subject matter hereof, and supersedes all prior agreements and
understandings of the parties, oral and written, with respect
to the subject matter hereof.
<P>
10.7 Headings. The headings contained herein are
---------
for the sole purpose of convenience of reference, and sh" not
in any way limit or affect the meaning or interpretation of
any of the terms or provisions of this Agreement.
<P>
10.8 Assignment. Prior to the Closing Date,
-----------
neither this Agreement nor any rights, interests or
obligations hereunder may be assigned (by operation of law or
otherwise) by any party hereto without the prior written
consent of all of the parties hereto, except that this
Agreement may be assigned to a wholly-owned subsidiary of
Buyer without the need for such prior consent.
<P>
10.9 Binding Effect, Benefits. This Agreement
-------------------------
shall inure to the benefit of, and shall be binding upon, the
parties hereto and their respective heirs, legal
representatives, successors and permitted assigns. Nothing
herein contained, express or implied, is intended to confer
upon any person other than the parties hereto and their
respective heirs, legal representatives, successors and
permitted assigns, any rights or remedies under or by reason
of this Agreement.
<P>
10.10 Waiver, etc. The failure of any of the
------------
parties hereto to at any time enforce any of the provisions of
this Agreement shall not be deemed or construed to be a waiver
of any such provision, nor to in any way affect the validity
of this Agreement or any provision hereof or the right of any
of the parties hereto to thereafter enforce each and every
provision of this Agreement. No waiver of any breach of any of
the provisions of this Agreement shall be effective unless set
forth in a written instrument executed by the party or parties
against whom or which enforcement of such waiver is sought;
and no waiver of any such breach shall be construed or deemed
to be a waiver of any other or subsequent breach.
<P>
10.11 Severability. Any provision of this
-------------
Agreement which is held by a court of competent jurisdiction
to be prohibited or unenforceable in any jurisdictions) shall
be, as to such jurisdictions), ineffective to the extent of
such prohibition or unenforceability without invalidating the
remaining provisions of this Agreement or affecting the
validity or enforceability of such provision in any other
jurisdiction.
<P>
10.12 Announcements. No party hereto shall issue
--------------
any press release or otherwise divulge the existence of this
Agreement or the transactions contemplated hereby without the
prior approval of the other parties hereto, except as may be
required by applicable law or the applicable rules or
regulations of any stock exchange.
<P>
10.13 Schedules. The Schedules delivered pursuant
----------
to this Agreement are an integral part hereof. Each such
Schedule shall be in writing, shall indicate the section
<P>
IN WITNESS WHEREOF, this Agreement has been executed and
delivered by the parties hereto as of the date first above
written.
<P>
WORLD AM COMMUNICATIONS, INC. (Buyer)
<P>
By:/s/ Robert Esposito
--------------------------------
Robert Esposito, President
<P>
ISOTEC INCORPORATED
<P>
By: /s/ James Alexander
---------------------------------
James Alexander, President
<P>
/s/ Paul Labarile
---------------------------------
Paul Labarile, Individual Seller
<P>
/s/ James Alexander
---------------------------------
James Alexander, Individual Seller
<P>
EAST EUROPEAN ENTERPRISES INC.
<P>
By: /s/ Richard Muller
----------------------------------
<P>
CAMP TRUST
<P>
By: /s/ Thomas Pierson
----------------------------------
<P>
HARSH DEVELOPMENT LLC
<P>
By: /s/ Andrew Brown
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