EXHIBIT 99.3
ESCROW SHARE TRANSFER AGREEMENT
THIS AGREEMENT made as of the 6th day of October, 1997
BETWEEN
JAMES R. YEATES, an individual resident in the City of
Vancouver, in the Province of British Columbia, TIMOTHY R.
TYCHOLIS, an individual resident in the City of Calgary, in
the Province of Alberta, and INTERACTIVE SELLING INC. and
TMH CAPITAL CORP., corporation incorporated pursuant to the
laws of the province of British Columbia
(hereinafter collectively referred to as the "Vendors")
ON THE FIRST PART
AND
EACH OF THE PERSONS SET OUT IN SCHEDULE "A" TO
THIS AGREEMENT
(hereinafter collectively referred to as the "Purchasers")
ON THE SECOND PART
WHEREAS:
A. The Vendors own, beneficially and of record, common shares in
the capital of ISI Ventures Inc. in the numbers set out below:
NAME SHARES
TMH Capital Corp. 100,000
James R. Yeates 100,000
Timothy R. Tycholis 25,000
Interactive Selling Inc. 700,000
B. The Vendors desire to sell such common shares to the Purchasers
and the Purchasers desire to purchase such common shares from
the Vendors.
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NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration
of promises, covenants, agreements, warranties, and payments herein set forth
and provided for, the parties hereto respectively covenant and agree as follows:
SECTION 1
INTERPRETATION
1.1 DEFINITION
In this Agreement, unless there is something in the subject matter or context
inconsistent therewith:
(a) "Agreement" means this agreement among the Vendors and the
purchasers, and the expressions "above", "below", "herein",
"hereof" and similar expressions refer to this Agreement.
(b) "Ayotte" means Ayotte Drums Only Inc., a corporation incorpor-
ated pursuant to the laws of the Province of British Columbia;
(c) "Business" means the business currently and heretofore carried
on by the Corporation as a going concern;
(d) "Corporation" means ISI Ventures Inc., a corporation incorpor-
ated pursuant to the laws of the Province of Alberta;
(e) "Closing Date"" means the day before the date the Corporation
takes up and pays for the common shares of Ayotte tendered
into the Offer;
(f) "Escrow Agreement" means that certain escrow agreement dated
the 29th day of November, 1996, among the Corporation, the
Transfer Agent as trustee, and the Vendors;
(g) "Income Tax Act" means the "Income Tax Act (Canada), as
amended;
(h) "Lock-Up Agreement" means that certain agreement dated August
28, 1997 among the Corporation, certain of its principals and
the principals of Ayotte;
(i) "Major Transaction" means the transactions contemplated in the
Lock-Up Agreement;
(j) "New Shares" means an aggregate of 250,000 Shares of the
Corporation, from among the shares to be issued to the
Purchasers pursuant to the acceptance by the Purchasers of the
Offer, such Shares to be free of any statutory hold periods or
escrow requirements;
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(k) "Offer" means the take-over bid to be made by the Corporation
to all the securityholders of Ayotte as contemplated in the
Lock-Up Agreement;
(l) "Purchase Price" has the meaning attributed to it in Section 4
hereof and is payable in the manner set out in Section 4
hereof;
(m) "Purchase Shares" means 925,000 issued and outstanding Shares
owned by the Vendors;
(n) "Regulatory Approvals" means the approvals for the
transactions contemplated herein, as required from all
regulatory bodies, including the Alberta Securities Commission
and The Alberta Stock Exchange;
(o) "Shares" means common shares in the capital of the
Corporation;
(p) "Shareholder Approval" means approval of the majority of the
minority of the shareholders of the Corporation, obtained at a
meeting of shareholders in accordance with Circular No. 7 of
the policies of The Alberta Stock Exchange;
(q) "Time of Closing" means the time of closing on the Closing
Date;
(r) "Transfer Agent" means Montreal Trust Company of Canada at its
offices in Calgary, Alberta.
1.2 CANADIAN DOLLARS
All dollar amounts referred to in this Agreement are in Canadian Funds, unless
otherwise indicated herein.
1.3 EXTENDED MEANINGS
In this Agreement, words importing the singular number include the plural and
vice versa and words importing gender entail all genders, including the neuter
gender.
1.4 ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties hereto
pertaining to the subject matter hereof and supersedes all prior and
contemporaneous agreements, understandings, negotiations and discussions,
whether oral or written, of the parties and there are no warranties,
representations or other agreements between the parties in connection with the
subject matter hereof, except as specifically set forth herein. No supplement,
modification, waiver or termination of this Agreement shall be binding unless
executed in writing by the party to be bound thereby.
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1.5 HEADINGS
Section and paragraph headings are not to be considered part of this Agreement
and are included solely for convenience of reference and are not intended to be
full or accurate descriptions of the contents thereof.
1.6 SUCCESSORS AND ASSIGNS
All of the terms and provisions in this Agreement shall be binding upon and
shall enure to the benefit of the parties hereto and their respective successors
and assigns.
SECTION 2
REPRESENTATIONS AND WARRANTIES OF VENDORS AND THE CORPORATION
2.1 REPRESENTATIONS OF THE VENDORS
To induce the Purchasers to enter into this Agreement and complete the
transactions contemplated hereby, the Vendors individually represent and warrant
to and in favor of the Purchasers now as provided in this Section 2.1 in respect
of the Corporation and the Purchased Shares.
(a) Each of the Vendors beneficially and of record owns the
Purchased Shares represented herein to be owned by him and
such Purchased Shares are free of all mortgages, charges,
liens, pledges, claims, security interests, agreements and
other encumbrances and no person, firm or corporation has any
agreement or option or right capable of becoming an agreement
or option for the purchase from any of the Vendors of any of
the Purchased Shares represented herein to be owned by him
except as provided herein, and each of the Vendors has good
right, full power and absolute authority to sell and assign
the Purchased Shares held by him as provided in this
Agreement. The Purchased Shares are not subject to any
shareholder, pooling, escrow or similar agreements, except the
Escrow Agreement.
(b) This Agreement has been duly executed and delivered by each of
the Vendors and all documents required hereunder to be
executed and delivered by each of the Vendors shall have been
duly executed and delivered and this Agreement does, and such
documents will, constitute legal, valid and binding
obligations of each of the Vendors enforceable in accordance
with their terms.
(c) The execution and delivery of this Agreement and each and
every agreement or document to be executed and delivered
hereunder by each of the Vendors and the consummation of
transactions contemplated herein will not, as a result of such
Vendor's involvement, violate nor be in conflict with any
provision of any agreement or instrument to which such Vendor
is a party or is bound or, to the best of such
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Vendor's knowledge, information and belief, any judgment,
decree, order, statute, rule or regulation applicable to such
Vendor.
(d) There are no actions, suits, proceedings or claims existing
or, to the best of the knowledge, information and belief of
each of the Vendors, pending or threatened, which might
reasonably be expected to result in a material impairment or
loss of such Vendor's interest in its portion of the Purchased
Shares or any part thereof, and there is no particular
circumstance, matter or thing known to each of the Vendors
which could reasonably be anticipated to give rise to any such
action, suit, proceeding or claim.
(e) The Corporation is, and at the closing Dates shall continue to
be, a corporation duly incorporated under its jurisdiction of
incorporation, validly existing, and is and will continue to
be as of the Closing Date in good standing under the laws of
the province of Alberta.
(f) The business of the Corporation has been carried on in the
ordinary course since incorporation.
(g) The Corporation has authorized capital of an unlimited number
of common shares and an unlimited number of preferred shares,
issuable in series, and total issued and outstanding capital
of 2,000,000 common shares.
(h) There are no outstanding subscriptions, options, rights,
warrants or other agreements or commitments obligating the
Corporation to sell or issue any additional shares of any
class or securities convertible into any share of any class,
other than options to directors and officers of the
Corporation for 200,000 Shares and an option to Acumen Capital
for 100,000 Shares.
(i) Other than as disclosed herein, no person, firm or corporation
has any right to acquire any interest in the share capital of
the Corporation by virtue of or arising from this Agreement.
(j) Since its incorporation, the Corporation has not paid,
declared or authorized any dividends or other distributions in
respect of its outstanding shares.
(k) The Corporation has not incurred any liability, contingent or
otherwise, for brokers' or finders' fees in respect of this
transaction for which the Vendors or the Corporation shall
have any obligation or liability.
(l) The minute book of the Corporation contains copies of all
minutes of all meetings and the consent resolutions of the
directors, committees of directors and
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shareholders of the Corporation and all such meetings were
duly called and properly held and all such consent resolutions
were properly adopted.
(m) The Corporation has no outstanding employment contracts for
services, including any management, consulting, employee or
labour agreements or arrangements.
(n) No payments have been made or authorized by the Corporation
since incorporation to its former or present officers,
directors, shareholders or employees, or to any person or
company not dealing at arm's length (as such term is defined
in the Income Tax Act (Canada)), other than payments made for
reimbursement of expenses.
(o) No material liabilities or obligations have been incurred or
authorized by the Corporation, except as disclosed herein or
otherwise to the Corporation in writing.
(p) The Corporation is not a party to any agreement of guarantee,
indemnification or assumption of obligations of a third party,
or other like commitment, including endorsements or other
contingent liabilities.
(q) The Corporation is a reporting issuer in the Province of
Alberta in good standing.
(r) The Corporation is in compliance in all material respects with
Policy 4.11 and Circular No. 7 and all other Policies and
Procedures of The Alberta Stock Exchange.
(s) There are no actions, suits or other legal, administrative or
arbitration proceedings for government investigations, actual
or, to the best of the knowledge, information and belief of
the Corporation, threatened, which might reasonably be
expected to result in a material impairment or loss of the
assets of the Corporation and there is no particular
circumstance, matter or thing known to the Corporation which
could reasonably be anticipated to give rise to any such
action, suit or other legal, administrative or arbitration
proceeding or government investigation.
(t) The Corporation is not now a party to any bonus, pension,
profit sharing, deferred compensation, retirement,
hospitalization insurance, medical insurance or similar plan
or practice, formal or informal, in effect with respect to any
employees or others.
2.2 REPRESENTATIONS AND WARRANTIES SURVIVING CLOSING DATE
-----------------------------------------------------
The covenants, representations and warranties of the Vendors contained in this
Section 2 and elsewhere in this Agreement, shall either be set forth in or shall
be deemed to apply to all assignments, transfers conveyances or other documents
conveying the Purchased Shares hereunder, and there shall not be any merger of
any covenant, representation or warranty in such assignments,
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transfers, conveyances or documents, notwithstanding any rule or law in equity
or in statute to the contrary, and shall continue in full force and effect for a
period of 6 months from the Closing Date.
SECTION 3
REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS
3.1 REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS
------------------------------------------------
To induce the Vendors to enter into this Agreement and complete the transactions
contemplated hereby, the Purchasers represent and warrant to and in favour of
the Vendors as provided in this Section 3.
(a) This Agreement has been duly executed and delivered by each of
the Purchasers and all documents required hereunder to be
executed and delivered by each of the Purchasers shall have
been duly executed and delivered and this Agreement does, and
such documents will constitute legal, valid and binding
obligations of each of the Purchasers enforceable in
accordance with their terms.
(b) The execution and delivery of this Agreement and each and
every agreement or document to be executed and delivered
hereunder by each of the Purchasers and the consummation of
transactions contemplated herein will not, as a result of such
Purchaser's involvement, violate nor be in conflict with any
provision of any material agreement or instrument to which
such Purchaser is a party or is bound or, to the best of such
Purchaser's knowledge, information and belief, any judgment,
decree, order, statute, rule or regulation applicable to such
Purchaser.
(c) Each of the Purchasers is a resident of Canada within the
meaning of the Income Tax Act (Canada).
(d) None of the Purchasers is a "non-Canadian" within the meaning
of the Investment Canada Act.
3.2 REPRESENTATIONS AND WARRANTIES SURVIVING THE CLOSING DATE
---------------------------------------------------------
The covenants, representations and warranties of the Purchasers contained in
this Section 3 and elsewhere in this Agreement shall either be set forth in or
shall be deemed to apply to all assignments, transfers, conveyances or other
documents conveying the Purchased Shares hereunder, and there shall not be any
merger of any covenant, representation or warranty in such assignments,
transfers, conveyances or documents, notwithstanding any rule or law in equity
or in statute to the contrary, and shall continue in full force and effect for a
period of 6 months from the Closing Date.
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SECTION 4
PURCHASE OF PURCHASED SHARES
4.1 PURCHASE PRICE FOR THE PURCHASED SECURITIES
-------------------------------------------
At the Time of Closing, the Vendors shall sell and convey and the Purchasers
shall purchase and accept the Purchased Shares for an aggregate purchase price
as determined by the provisions of paragraph 4.2 below.
4.2 THE PURCHASE PRICE
The Purchase Price for the Purchased Shares shall be $0.20 per Purchased Share,
which shall be paid to the Vendors at the Time of Closing either in cash or by
the delivery of one (1) New Share for each Purchased Share, as more particularly
set out in Schedule "B: to this Agreement. For clarity, the Purchase Price shall
comprise of an aggregate of $135,000 and 250,000 New Shares.
4.3 DELIVERY OF THE PURCHASED SHARES
Subject to the fulfilment of all of the terms and conditions hereof (unless
waived as herein provided), at the Time of Closing, the Vendors shall deliver to
the Purchasers evidence in writing from the Transfer Agent that a transfer
within escrow of share certificates representing the Purchased Shares has been
duly and regularly recorded on the books of the Trustee in the name of the
Purchasers as set out in Schedule "C" to this Agreement.
4.4 DELIVERY OF NEW SHARES
Subject to the fulfilment of all of the terms and conditions hereof (unless
waived as herein provided), at the Time of Closing, the Purchasers shall deliver
to the Vendors the new Shares duly endorsed for transfer and signature
guaranteed, as set forth in Schedule "B".
SECTION 5
COMPLETION OF PURCHASE
5.1 PURCHASERS' CONDITIONS
The obligation of the Purchasers to complete the purchase of the Purchased
Shares contemplated herein is subject to the fulfilment of each of the following
conditions, unless waived in writing by each of the Purchasers.
(a) Vendors' and Corporations' Representations, Warranties and
Covenants. At the Time of Closing, the Vendors and the
Corporation shall have executed, delivered and performed all
agreements and documents on their part to be performed
hereunder
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and all representations and warranties contained in Section 2
shall be true at the Time of Closing, with the same effect as
if made on and of such date.
(b) Regulatory Approvals. At the Time of Closing, there shall have
been obtained the written consents or approvals, in form and
substance satisfactory to the Purchasers acting reasonably, of
any governmental or regulatory agency or person whose consent
to the transactions contemplated hereby is required, including
The Alberta Securities Commission and The Alberta Stock
Exchange. The Vendors and the Purchasers agree to co-operate
in obtaining all required orders, consents and approvals.
(c) Corporate Proceedings. At the Time of Closing, all necessary
steps and corporate proceedings shall have been taken to
permit the Purchased Shares to be duly and regularly
transferred to the Purchasers.
(d) Closing of Major Transaction. At the Time of Closing and
concurrent with the closing of the transactions contemplated
herein, the take-over bid contemplated in the Lock-Up
Agreement shall have been completed.
(e) Transfer within Escrow. At the Time of Closing, the Alberta
Securities Commission shall have approved of a transfer within
escrow of the Purchased Shares to the Purchasers.
(f) Delivery. At the Time of Closing, there shall have been
delivered to the satisfaction of the Purchasers, acting
reasonably, evidence of the transfer of the Purchased Shares
in the names of the Purchasers as set forth in Section 4
hereof.
If any such conditions shall not be fulfilled or waived in writing by the
Purchasers at or prior to the Time of Closing, the Purchasers may rescind this
Agreement by written notice to the Vendors and the Corporation and, in such
event, the Purchasers, the Vendors and the Corporation shall be released from
all obligations hereunder.
5.2 Vendors' Conditions
(a) Purchasers' Representations, Warranties and Covenants. At the
Time of Closing, the Purchasers shall have executed, delivered
and performed all agreements and documents on their part to be
performed hereunder and all representations and warranties
contained in Section 3 shall be true at the Time of Closing,
with the same effect if made on and as of such date.
(b) Regulatory Approvals. At the Time of Closing, there shall have
been obtained the written consents or approvals, in form and
substance satisfactory to the Vendors acting reasonably, of
any governmental or regulatory agency or person whose
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consent to the transactions is contemplated hereby is
required, including the Alberta Securities Commission and The
Alberta Stock Exchange. The Vendors and the Purchasers agree
to co-operate in obtaining all required orders, consents and
approvals.
(c) Closing of Major Transaction. At the Time of Closing and
concurrent with the closing of the transactions contemplated
herein, the take-over bid contemplated in the Lock-Up
Agreement shall have been completed.
(d) Transfer within Escrow. At the Time of Closing, the Alberta
Securities Commission shall have approved of a transfer within
escrow of the Purchased Shares to the Purchasers.
(e) Delivery. At the Time of Closing, the Purchasers shall have
delivered to the Vendors the Purchase Price as set forth in
Section 4 hereof and the New Shares shall be free of all
trading restrictions whatsoever.
If any such conditions shall not be fulfilled or waived in writing by the
Vendors at or prior to the Time of Closing, the Vendors may rescind this
Agreement by written notice to the Purchasers and, in such event, the Vendors,
the Purchasers and the Corporation shall be released from all obligations
hereunder.
5.3 RESCISSION AND TERMINATION
(a) Satisfaction of Conditions. Each of the parties hereto
covenant and agree with the other parties hereto to use all
reasonable efforts until the Closing Date to take or refrain
from taking any actions with the intent that the conditions
precedent, as set forth in this Section 5, shall be satisfied
and all covenants and agreements herein made by them shall
have been performed.
(b) Consequences of Rescission. In the event that this Agreement
is rescinded and terminated pursuant to the provisions of
paragraph 5.1 or 5.2 herein, each party hereto shall be
released from all obligations hereunder and each party hereto
shall take all reasonable actions to return the other parties
to the position relative to the Purchased Shares which such
party occupied prior to the execution hereof.
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SECTION 6
GENERAL
6.1 ACCESS TO PREMISES AND RECORDS
Up to and including the Closing Date, the Purchasers and their representatives
shall have full and complete access, during normal business hours, to the
premises, books and other records of the Corporation for the purpose of
investigating the Business and affairs of the Corporation.
6.2 LIMITATION ON LIABILITY
The aggregate liability of any party pursuant to Section 5 is limited to that
portion of the Purchase Price attributable to the Shares purchased or sold by
such party.
6.3 CARRYING ON BUSINESS TO CLOSING
(a) The Vendor shall cause the Corporation to carry on its
Business in the ordinary course between the date of execution
and delivery of this Agreement and the Closing Date and
undertake to notify the Purchasers of any event or occurrence
during such period which might reasonably be considered to
have a material adverse effect on the Business of the
Corporation.
(b) Unless otherwise approved by the Purchasers in writing, which
approval may not be arbitrarily or unreasonably withheld, the
Vendors covenant with the Purchasers that during the period
from the date hereof until the earlier of the Closing Date and
termination of this Agreement, they shall ensure that the
Corporation shall not do any of the following:
(i) sell, transfer or dispose of or create any mortgage,
pledge, waiver or other encumbrance or a security
interest on or in respect of the whole or any part of
the assets of the Corporation;
(ii) enter into any transaction not in the ordinary course
of business;
(iii) borrow money or incur any indebtedness for money
borrowed;
(iv) make loans, advances or other payments, excluding
routine advances to directors or officers of the
Corporation for expenses incurred in the ordinary
course and such amounts as contemplated in or
required by this Agreement, the Lock-Up Agreement,
and the Offers;
(v) make any capital expenditures;
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(vi) issue, sell or agree to issue or sell any shares,
rights, options, warrants or other securities of the
Corporation;
(vii) purchase, cancel, retire, redeem or otherwise acquire
any of the Corporation's outstanding shares, rights,
options, warrants or other securities other than as
contemplated herein;
(viii) change, amend or modify the charter documents or
by-laws of the Corporation, except as contemplated in
the Management Information Circular;
(ix) enter into or amend any contract or otherwise agree
to any changes in any contract to which the
Corporation is a party, except any and all stock
option agreements as contemplated herein; or
(x) declare, set aside, make or pay any dividend or other
distribution of any kind in respect of any securities
issued by the Corporation.
6.4 DOCUMENTS AND INFORMATION CONFIDENTIAL
Until immediately after the Time of Closing, all documents and information
exchanged or received hereunder by the Purchasers, the Vendors or the
Corporation and their respective auditors and solicitors shall be treated as
confidential information except as may be required by law or regulation,
including the rules and policies of The Alberta Stock Exchange.
6.5 TIME OF THE ESSENCE
Time shall be of the essence of this Agreement.
6.6 GOVERNING LAW
This Agreement shall be construed in accordance with the laws of the Province of
Alberta.
6.7 EXECUTION
This Agreement may be executed by in several counterparts including facsimile
counterpart, each counterpart shall be deemed to be an original and such
counterparts together shall constitute one and the same instrument and,
notwithstanding their date of execution, shall be deemed to bear the date as of
the date above written.
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6.8 NOTICES
Any notice required or permitted to be given by a party hereto to the other
shall be given in writing and addressed:
(a) if to any of the Vendors:
c/o Ogilvie and Company
1600, 407 - 2nd Street, S.W.
Calgary, Alberta
T2P 2Y3
Attention: Michael R. Rempel
(b) if to any of the Purchasers:
c/o Heenan Blaikie
1199 West Hastings Street
Vancouver, British Columbia
V6E 3T5
Any such notice may be delivered or transmitted by facsimile. Any notice
delivered or transmitted by facsimile as aforesaid shall be deemed to have been
received by the party hereto which it is so delivered at the time on the date of
its being so delivered. Any party may change its address for notice by giving
notice to that effect.
6.9 SCHEDULES AND RECITALS
All of the Schedules and Recitals to this Agreement are a part of this Agreement
and are not severable from it.
IN WITNESS WHEREOF the parties have hereunto executed this Agreement as
of the date and year first above written.
ISI VENTURES INC.
Per:
INTERACTIVE SELLING INC TMH CAPITAL CORP.
Per: /s/ Terry M. Holland Per: /s/ Terry M. Holland
------------------------------ -------------------------
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/s/ James R. Yeates /s/ Timothy R. Tycholis
---------------------------------- -------------------------------------
James R. Yeates Timothy R. Tycholis
/s/ Bhupendra Batra /s/ Richard Crosson
---------------------------------- -------------------------------------
Bhupendra Batra Richard Crosson
/s/ Ray Ayotte /s/ Ian Klassen
---------------------------------- -------------------------------------
Ray Ayotte Ian Klassen
/s/ Jack Wolfe /s/ Philip Levinson
---------------------------------- -------------------------------------
Jack Wolfe Philip Levinson
/s/ Garry Zlotnick /s/ Dean Wittig
---------------------------------- -------------------------------------
Gary Zlotnick Dean Wittig
/s/ Maria Hugi /s/ Martin Johnson
---------------------------------- -------------------------------------
Maria Hugi Martin Johnson
/s/ Rod Kirkham /s/ Don Mazankowski
---------------------------------- -------------------------------------
Rod Kirkham Don Mazankowski
/s/ Richard Rainey
---------------------------------- -------------------------------------
Richard Rainey
A & F Music Ltd. Eisman Holding Ltd.
Per: Per:
------------------------------ ---------------------------------
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SCHEDULE "A"
NAMES AND ADDRESSES OF PURCHASERS
NAME AND ADDRESS
Ray Ayotte
2060 Pine Street
Vancouver, British Columbia
V6J 4P8
Bhupendra Batra
179 West 6th Avenue
Vancouver, British Columbia
V5Y 1K3
Richard Crosson
300 - 1122 Mainland Street
Vancouver, British Columbia
Maria Hugi
3982 West 36th Avenue
Vancouver, British Columbia
Martin Johnson
4085 West 13th Avenue
Vancouver, British Columbia
V6R 2T3
Roderick W. Kirkham
4630 West 6th Avenue
Vancouver, British Columbia
V6R 1V7
Ian Klassen
1488 - 1090 West Georgia Street
Vancouver, British Columbia
V6B 3V7
Donald Mazankowski
2060 Pine Street
Vancouver, British Columbia
V6J 4P8
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Richard Rainey
980 Corona Crescent
Coquitiam, British Columbia
V3J 6Y9
Tim Tycholis
3044 - 1st Street S.W.
Calgary, Alberta
T2S 1P8
Jack Wolfe
676 West 52nd Avenue
Vancouver, British Columbia
V6P 1G2
Garry Zlotnick
2561 West 49th Avenue
Vancouver, British Columbia
V6N 3S4
Eisman Holdings Ltd.
3704 Pine Crescent
Vancouver, British Columbia
V6J 4K3
Ayotte Music (VCC) Ltd.
10891 Bromley Place
Richmond, British Columbia
V7A 4J5
Philip Levinson
10148 Lawson Street
Richmond, British Columbia
Dean Wittig
400 - 1125 Howe Street
Vancouver, British Columbia
V6Z 2K8
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SCHEDULE "B"
ALLOCATION AND PAYMENT OF PURCHASE PRICE
<TABLE>
<CAPTION>
VENDOR PURCHASER(S) NUMBER OF NEW PAYMENT
SHARES
==============================================================================================================
<S> <C> <C> <C>
TMH Capital Corp. Bhupendra Batra 50,000 Common $10,000
Richard Crosson 25,000 Common $5,000
Ray Ayotte 25,000 Common 25,000 New Shares
James R. Yeates Ian Klassen 50,000 Common $10,000
Eisman Holdings Ltd. 25,000 Common 25,000 New Shares
Richard Crosson 25,000 Common $5,000
Interactive Selling Inc. Garry Zlotnick 50,000 Common $10,000
Dean Wittig 50,000 Common $10,000
Maria Hugi 50,000 Common $10,000
Martin Johnson 50,000 Common $10,000
Rod Kirkham 50,000 Common $10,000
Eisman Holdings Ltd. 50,000 Common 50,000 New Shares
25,000 Common $5,000
Don Mazankowski 100,000 Common $20,000
Richard Rainey 50,000 Common $10,000
Jack Wolfe 50,000 Common $10,000
Ray Ayotte 50,000 Common 50,000 New Shares
25,000 Common $5,000
A & F Music Ltd. 75,000 Common 75,000 New Shares
25,000 Common $5,000
Timothy Tycholis Philip Levinson 25,000 Common 25,000 New Shares
</TABLE>
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SCHEDULE "C"
REGISTRATION OF PURCHASED SHARES
PURCHASER NUMBER OF PURCHASED SHARES
====================================================================
Bhupendra Batra 50,000 Common
Richard Crosson 50,000 Common
Maria Hugi 50,000 Common
Martin Johnson 50,000 Common
Roderick Kirkham 50,000 Common
Ian Klassen 50,000 Common
Donald Mazankowski 100,000 Common
Richard Rainey 50,000 Common
Tim Tycholis 150,000 Common
Jack Wolfe 50,000 Common
Garry Zlotnick 50,000 Common
Eisman Holdings Ltd. 75,000 Common
A & F Music Ltd. 100,000 Common
Ray Ayotte 100,000 Common
Philip Levinson 25,000 Common
Dean Wittig 50,000 Common
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