AGREEMENT AND PLAN OF REORGANIZATION
This Agreement and Plan of Reorganization ("the Agreement"),
dated as of the 10th day of November, 2000, by and between
Pacific International Holding, Inc., a Utah corporation ("PIH")
and Tamasik Technologies Corporation, a Utah corporation
("Tamasik") and the shareholders of Tamasik ("Shareholders"),
with reference to the following:
A. PIH is a Utah corporation organized in 1986. PIH
has authorized capital stock of 60,000,000 shares, $.001 par
value, of which 4,844,378 shares are issued and outstanding.
B. Tamasik, Inc. is a privately held corporation
organized under the laws of the State of Utah on June 9,
2000.
C. The respective Boards of Directors of PIH and
Tamasik have deemed it advisable and in the best interests
of PIH and Tamasik that Tamasik be acquired by PIH, pursuant
to the terms and conditions set forth in this Agreement.
D. PIH and Tamasik propose to enter into this
Agreement which provides among other things that all of the
outstanding shares of Tamasik be acquired by PIH, in
exchange for shares of PIH and such additional items as more
fully described in the Agreement.
E. The parties desire the transaction to qualify as a
tax-free reorganization under Section 368 (a)(1)(B) of the
Internal Revenue Code of 1986, as amended.
NOW, THEREFORE, the parties hereto agree as follows:
ARTICLE 1
THE ACQUISITION
1.01 At the Closing, a total of 3,395,525 common shares,
which represents all of the outstanding shares of Tamasik shall
be acquired by PIH in exchange for 3,395,525 restricted common
shares of PIH. The shares of PIH to be issued in this
transaction shall be issued as set forth in Exhibit A to this
Agreement.
1.02 At the Closing, the Tamasik shareholders will deliver
certificates for the outstanding shares of Tamasik, duly endorsed
so as to make PIH the sole holder thereof, free and clear of all
claims and encumbrances and PIH shall deliver a transmittal letter
directed to the transfer agent of PIH directing the issuance of shares
to the shareholders of Tamasik as set forth on Exhibit A of this Agreement.
1.03 Following the reorganization there will be a total of
8,239,903 shares, $.001 par value, issued and outstanding in PIH.
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1.04 Following the reorganization, Tamasik will be a wholly
owned subsidiary of PIH.
ARTICLE 2
THE CLOSING
2.01 The consummation of the transactions contemplated by
this Agreement (the "Closing") shall take place at Lehaman Walstrand
& Associates, 620 Judge Bldg, 8 East broadway, Salt Lake City, UT. 84111 on
or before November 20, 2000, (the "Closing Date") or at such other place or
date and time as may be agreed to in writing by the parties hereto.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF PIH
PIH hereby represents and warrants to Tamasik as follows:
3.01 PIH shall deliver to Tamasik, on or before Closing,
each of the following:
(a) Financial Statements. Audited financial statements
of PIH including, but not limited to, balance sheets and profit
and loss statements from fiscal year end 1998, 1999 and unaudited
financial statements for the period ending June 2000, prepared in
accordance with generally accepted accounting principles and which
fairly present the financial condition of PIH at the dates thereof.
(Schedule A)
(b) Property. An accurate list and description of all
property, real or personal, owned by PIH of a value equal to
or greater than $10,000.00. (Schedule B.)
(c) Liens and Liabilities. A complete and accurate
list of all material liens, encumbrances, easements,
security interests or similar interests in or on any of the
assets listed on Schedule A. (Schedule C.) A complete and
accurate list of all debts, liabilities and obligations of
PIH incurred or owing as of the date of this Agreement.
(Schedule C.1.)
(d) Leases and Contracts. A complete and accurate
list describing all material terms of each lease (whether of
real or personal property) and each contract, promissory
note, mortgage, license, franchise, or other written
agreement to which PIH is a party which involves or can
reasonably be expected to involve aggregate future payments
or receipts by PIH (whether by the terms of such lease,
contract, promissory note, license, franchise or other
written agreement or as a result of a guarantee of the
payment of or indemnity against the failure to pay same) of
$10,000.00 or more annually during the twelve-month period
ended December 31, 2000, or any consecutive twelve-month
period thereafter, except any of said instruments which
terminate or are cancelable without penalty during such
twelve-month period. (Schedule D.)
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(e) Loan Agreements. Complete and accurate copies of
all loan agreements and other documents with respect to
obligations of PIH for the repayment of borrowed money.
(Schedule E.)
(f) Consents Required. A complete list of all
agreements wherein consent to the transaction herein
contemplated is required to avoid a default thereunder; or
where notice of such transaction is required at or
subsequent to closing, or where consent to an acquisition,
consolidation, or sale of all or substantially all of the
assets is required to avoid a default thereunder.
(Schedule F.)
(g) Articles and Bylaws. Complete and accurate copies
of the Certificate and Articles of Incorporation and Bylaws
of PIH together with all amendments thereto to the date
hereof. (Schedule G.)
(h) Shareholders. A complete list of all persons or
entities holding capital stock of PIH or any rights to
subscribe for, acquire, or receive shares of the capital
stock of PIH (whether warrants, calls, options, or
conversion rights), including copies of all stock option
plans whether qualified or nonqualified, and other similar
agreements. (Schedule H.)
(i) Officers and Directors. A complete and current
list of all Officers and Directors of PIH. (Schedule I.)
(j) Salary Schedule. A complete and accurate list (in
all material respects) of the names and the current salary
rate for each present employee of PIH who received $1,000.00
or more in aggregate compensation from PIH whether in
salary, bonus or otherwise, during the year 1999, or who is
presently scheduled to receive from PIH a salary in excess
of $1,000.00 during the year ending December 2000, including
in each case the amount of compensation received or
scheduled to be received, and a schedule of the hourly rates
of all other employees listed according to departments.
(Schedule J.)
(k) Litigation. A complete and accurate list (in all
material respects) of all material civil, criminal,
administrative, arbitration or other such proceedings or
investigations (including without limitations unfair labor
practice matters, labor organization activities,
environmental matters and civil rights violations) pending
or, to the knowledge of PIH threatened, which may materially
and adversely affect PIH. (Schedule K.)
(l) Tax Returns. Accurate copies of all Federal and
State tax returns for PIH for the last fiscal year.
(Schedule L.)
(m) Agency Reports. Copies of all material reports or
filings (and a list of the categories of reports or filings
made on a regular basis) made by PIH under ERISA, EEOC, FDA
and all other governmental agencies (federal, state or
local) during the last fiscal year. (Schedule M.)
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(n) Banks. A true and complete list (in all material
respects), as of the date of this Agreement, showing (1) the
name of each bank in which PIH has an account or safe
deposit box, and (2) the names and addresses of all
signatories. (Schedule N.)
(o) Jurisdictions Where Qualified. A list of all
jurisdictions wherein PIH is qualified to do business and is
in good standing. (Schedule O.)
(p) Subsidiaries. A complete list of all
subsidiaries of PIH. (Schedule P.) The term "Subsidiary"
or "Subsidiaries" shall include corporations, unincorporated
associations, partnerships, joint ventures, or similar
entities in which PIH has an interest, direct or indirect.
(q) Union Matters. An accurate list and description
(in all material respects) of all union contracts and
collective bargaining agreements of PIH, if any. (Schedule
Q.)
(r) Employee and Consultant Contracts. A complete and
accurate list of all employee and consultant contracts which
PIH may have, other than those listed in the schedule on
Union Matters. (Schedule R.)
(s) Employee Benefit Plans. Complete and accurate
copies of all salary, stock options, bonus, incentive
compensation, deferred compensation, profit sharing,
retirement, pension, group insurance, disability, death
benefit or other benefit plans, trust agreements or
arrangements of PIH in effect on the date hereof or to
become effective after the date thereof, together with
copies of any determination letters issued by the Internal
Revenue Service with respect thereto. (Schedule S.)
(t) Insurance Policies. A complete and accurate list
(in all material respects) and a description of all material
insurance policies naming PIH as an insured or beneficiary
or as a loss payable payee or for which PIH has paid all or
part of the premium in force on the date hereof, specifying
any notice or other information possessed by PIH regarding
possible claims thereunder, cancellation thereof or premium
increases thereon, including any policies now in effect
naming PIH as beneficiary covering the business activities
of PIH. (Schedule T.)
(u) Customers. A complete and accurate list (in all
material respects) of the customers of PIH, including
presently effective contracts of PIH to be assigned to PIH,
accounting for the principle revenues of PIH, indicating the
dollar amounts of gross income of each such customer for the
period ended December 31, 1999. (Schedule U.)
(v) Licenses and Permits. A complete list of all licenses,
permits and other authorizations of PIH. (Schedule V.)
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(vi)
3.02 Organization, Standing and Power. PIH is a corporation
duly organized, validly existing and in good standing under the
laws of the State of Utah with all requisite corporate power to
own or lease its properties and carry on its businesses as are
now being conducted.
3.03 Qualification. PIH is duly qualified and is licensed as a
foreign corporation authorized to do business in each
jurisdiction wherein it conducts its business operations. Such
jurisdictions, which are the only jurisdictions in which PIH is
duly qualified and licensed as a foreign corporation, are shown
in Schedule O.
3.04 Capitalization of PIH. The authorized capital stock of PIH
consists of 60,000,000 shares of Common Stock, $.001 par value,
of which the only shares issued and outstanding are 4,844,378
issued to shareholders listed on Schedule H, which shares
were duly authorized, validly issued and fully paid and
nonassessable. There are no preemptive rights with respect to
the PIH stock.
3.05 Authority. The execution and delivery of this Agreement
and consummation of the transactions contemplated herein have
been duly authorized by all necessary corporate actions,
including but not limited to duly and validly authorized action
and approval by the Board of Directors, on the part of PIH. This
Agreement constitutes the valid and binding obligation of PIH
enforceable against it in accordance with its terms, subject to
the principles of equity applicable to the availability of the
remedy of specific performance. This Agreement has been duly
executed by PIH and the execution and delivery of this Agreement
and the consummation of the transactions contemplated by this
Agreement shall not result in any breach of any terms or
provisions of PIH's Certificate and Articles of Incorporation or
Bylaws or of any other agreement, court order or instrument to
which PIH is a party or bound by.
3.06 Absence of Undisclosed Liabilities. PIH has no material
liabilities of any nature, whether fixed, absolute, contingent or
accrued, which were not reflected on the financial statements set
forth in Schedule A or otherwise disclosed in this Agreement or
any of the Schedules or Exhibits attached hereto. As of the
Closing, PIH shall have no assets or liabilities other than those
resulting from the acquisition of Tamasik and those resulting
from the limited offering.
3.07 Absence of Changes. Since June 30, 2000 there has not been
any material adverse change in the condition (financial or
otherwise), assets, liabilities, earnings or business of PIH,
except for changes resulting from completion of those
transactions described in Section 5.01.
3.08 Tax Matters. All taxes and other assessments and levies
which PIH is required by law to withhold or to collect have been
duly withheld and collected, and have been paid over to the
proper government authorities or are held by PIH in separate bank
accounts for such payment or are represented by depository
receipts, and all such withholdings and collections and all other
payments due in connection therewith (including, without
limitation, employment taxes, both the employee's and employer's
share) have been paid over to the government or placed in a
separate and segregated bank account for such purpose. There are
no known deficiencies in income taxes for any periods and
further, the representations and warranties as to absence of
undisclosed liabilities contained in
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3.09 Section 3.06 includes any and all tax liabilities of
whatsoever kind or nature (including, without limitation, all
federal, state, local and foreign income, profit, franchise,
sales, use and property taxes) due or to become due, incurred in
respect of or measured by PIH income or business prior to the
Closing Date.
3.09 Options, Warrants, etc. Except as otherwise described in
Schedule H, there are no outstanding options, warrants, calls,
commitments or agreements of any character to which PIH or its
shareholders are a party or by which PIH or its shareholders are
bound, or are a party, calling for the issuance of shares of
capital stock of PIH or any securities representing the right to
purchase or otherwise receive any such capital stock of PIH.
3.10 Title to Assets. Except for liens set forth in Schedule C,
PIH is the sole unconditional owner of, with good and marketable
title to, all assets listed in the schedules as owned by it and
all other property and assets are free and clear of all
mortgages, liens, pledges, charges or encumbrances of any nature
whatsoever.
3.11 Agreements in Force and Effect. Except as set forth in
Schedules D and E, all material contracts, agreements, plans,
promissory notes, mortgages, leases, policies, licenses,
franchises or similar instruments to which PIH is a party are
valid and in full force and effect on the date hereof, and PIH
has not breached any material provision of, and is not in default
in any material respect under the terms of, any such contract,
agreement, plan, promissory note, mortgage, lease, policy,
license, franchise or similar instrument which breach or default
would have a material adverse effect upon the business,
operations or financial condition of PIH.
3.12 Legal Proceedings, Etc. Except as set forth in Schedule K,
there are no civil, criminal, administrative, arbitration or
other such proceedings or investigations pending or, to the
knowledge of either PIH or the shareholders thereof, threatened,
in which, individually or in the aggregate, an adverse
determination would materially and adversely affect the assets,
properties, business or income of PIH. PIH has substantially
complied with, and is not in default in any material respect
under, any laws, ordinances, requirements, regulations or orders
applicable to its businesses.
3.13 Governmental Regulation. To the knowledge of PIH and
except as set forth in Schedule K, PIH is not in violation of or
in default with respect to any applicable law or any applicable
rule, regulation, order, writ or decree of any court or any
governmental commission, board, bureau, agency or
instrumentality, or delinquent with respect to any report
required to be filed with any governmental commission, board,
bureau, agency or instrumentality which violation or default
could have a material adverse effect upon the business,
operations or financial condition of PIH.
3.14 Brokers and Finders. PIH shall be solely responsible for
payment to any broker or finder retained by PIH for any brokerage
fees, commissions or finders' fees in connection with the
transactions contemplated herein.
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3.15 Accuracy of Information. No representation or warranty by
PIH contained in this Agreement and no statement contained in any
certificate or other instrument delivered or to be delivered to
Tamasik pursuant hereto or in connection with the transactions
contemplated hereby (including without limitation all Schedules
and exhibits hereto) contains or will contain any untrue
statement of material fact or omits or will omit to state any
material fact necessary in order to make the statements contained
herein or therein not misleading.
3.16 Subsidiaries. Except as listed in Schedule P, PIH does not
have any other subsidiaries or own capital stock representing ten
percent (10%) or more of the issued and outstanding stock of any
other corporation.
3.17 Consents. Except as listed in Schedule F, no consent or
approval of, or registration, qualification or filing with, any
governmental authority or other person is required to be obtained
or accomplished by PIH or any shareholder thereof in connection
with the consummation of the transactions contemplated hereby.
3.18 Improper Payments. Neither PIH, nor any person acting on
behalf of PIH has made any payment or otherwise transmitted
anything of value, directly or indirectly, to (a) any official or
any government or agency or political subdivision thereof for the
purpose of influencing any decision affecting the business of PIH
(b) any customer, supplier or competitor of PIH or employee of
such customer, supplier or competitor, for the purpose of
obtaining, retaining or directing business for PIH or (c) any
political party or any candidate for elective political office
nor has any fund or other asset of PIH been maintained that was
not fully and accurately recorded on the books of account of PIH.
3.19 Copies of Documents. PIH has made available for inspection
and copying by Tamasik and its duly authorized representatives,
and will continue to do so at all times, true and correct copies
of all documents which it has filed with the Securities and
Exchange Commission and all other governmental agencies which
are material to the terms and conditions contained in this
Agreement. Furthermore, all filings by PIH with the Securities
and Exchange Commission, and all other governmental agencies,
including but not limited to the Internal Revenue Service, have
contained information which is true and correct, to the best
knowledge of the Board of Directors of PIH, in all material
respects and did not contain any untrue statement of a material
fact or omit to state any material fact necessary to make the
statements made therein not misleading or which could have any
material adverse effect upon the financial condition or
operations of PIH or adversely effect the objectives of this
Agreement with respect to Tamasik including, but not limited to,
the issuance and subsequent trading of the shares of common stock
of PIH to be received hereby, subject to compliance by the
shareholders of Tamasik with applicable law.
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ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF
TAMASIK TECHNOLOGIES CORPORATION.
Tamasik hereby represents and warrants to PIH as follows:
4.01 Tamasik shall deliver to PIH, on or before Closing, the following:
(a) Financial Statements. Audited balance sheet of
Tamasik as of its inception, through June 30, 2000.
(Schedule AA)
(b) Property. An accurate list and description of
all property, real or personal owned by Tamasik of a value
equal to or greater than $1,000.00. (Schedule BB)
(c) Liens and Liabilities. A complete and accurate
list of all material liens, encumbrances, easements,
security interests or similar interests in or on any of the
assets listed on Schedule AA. (Schedule CC.) A complete
and accurate list of all debts, liabilities and obligations
of Tamasik incurred or owing as of the date of this
Agreement. (Schedule CC.1.)
(d) Leases and Contracts. A complete and accurate
list describing all material terms of material leases
(whether of real or personal property) and each contract,
promissory note, mortgage, license, franchise, or other
written agreement to which Tamasik is a party which involves
or can reasonably be expected to involve aggregate future
payments or receipts by Tamasik (whether by the terms
of such lease, contract, promissory note, license,
franchise or other written agreement or as a result
of a guarantee of the payment of or indemnity against the
failure to pay same) of $1,000.00 or more annually during
the twelve-month period ended December 31, 2000 or any
consecutive twelve-month period thereafter, except any of
said instruments which terminate or are cancelable without
penalty during such twelve-month period. (Schedule DD.)
(e) Loan Agreements. Complete and accurate copies of
all loan agreements and other documents with respect to
obligations of Tamasik for the repayment of borrowed
money. (Schedule EE.)
(f) Consents Required. A complete list of all agreements
wherein consent to the transaction herein contemplated is
required to avoid a default thereunder; or where notice of such
transaction is required at or subsequent to closing, or where
consent to an acquisition, consolidation, or sale of all or
substantially all of the assets is required to avoid a default
thereunder. (Schedule FF.)
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(g) Articles and Bylaws. Complete and accurate copies
of the Articles of Incorporation and Bylaws of Tamasik,
together with all amendments thereto to the date hereof.
(Schedule GG.)
(h) Shareholders. A complete list of all persons or
entities holding capital stock of Tamasik or any rights to
subscribe for, acquire, or receive shares of the capital
stock of Tamasik (whether warrants, calls, options, or
conversion rights), including copies of all stock option
plans whether qualified or nonqualified, and other similar
agreements. (Schedule HH.)
(i) Officers and Directors. A complete and current
list of all officers and Directors of Tamasik. (Schedule
II.)
(j) Salary Schedule. A complete and accurate list (in
all material respects) of the names and the current salary
rate or each present employee of Tamasik who received
$1,000 or more in aggregate compensation from Tamasik
whether in salary, bonus or otherwise, during the year
1999, or who is presently scheduled to receive from Tamasik
a salary in excess of $1,000.00 during the year ending
December 31, 2000, including in each case the amount of
compensation received or scheduled to be received, and a
schedule of the hourly rates of all other employees listed
according to departments. (Schedule JJ.)
(k) Litigation. A complete and accurate list (in all
material respects) of all material civil,
criminal, administrative, arbitration or other such
proceedings or investigations (including without
limitations unfair labor practice matters, labor
organization activities, environmental matters and civil
rights violations) pending or, to the knowledge of Tamasik
threatened, which may materially and adversely affect
Tamasik. (Schedule KK.)
(l) Tax Returns. Accurate copies of all Federal and
State tax returns for Tamasik, if any. (Schedule LL.)
(m) Agency Reports. Copies of all material reports or
filings (and a list of the categories of reports or filings
made on a regular basis) made by Tamasik under ERISA,
EEOC, FDA and all other governmental agencies (federal,
state or local). (Schedule MM.)
(n) A true and complete list (in all material
respects), as of the date of this Agreement, showing (1) the
name of each bank in which Tamasik has an account or safe
deposit box, and (2) the names and addresses of all
signatories. (Schedule NN.)
(o) Jurisdictions Where Qualified. A list of all
jurisdictions wherein Tamasik is qualified to do business
and is in good standing. (Schedule OO.)
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(p) Subsidiaries. A complete list of all subsidiaries
of Tamasik. (Schedule PP.) The term "Subsidiary" or
"Subsidiaries" shall include corporations, unincorporated
associations, partnerships, joint ventures, or similar
entities in which Tamasik has an interest, direct or
indirect.
(q) Union Matters. An accurate list and description
(in all material respects of union contracts and collective
bargaining agreements of Tamasik, if any. (Schedule QQ.)
(r) Employee and Consultant Contracts. A complete and
accurate list of all employee and consultant contracts which
Tamasik may have, other than those listed in the schedule
on Union Matters. (Schedule RR.)
(s) Employee Benefit Plans. Complete and accurate
copies of all salary, stock option, bonus, incentive
compensation, deferred compensation, profit sharing,
retirement, pension, group insurance, disability, death
benefit or other benefit plans, trust agreements or
arrangements of Tamasik in effect on the date hereof or to
become effective after the date thereof, together with
copies of any determination letters issued by the Internal
Revenue Service with respect thereto. (Schedule SS.)
(t) Insurance Policies. A complete and accurate list
(in all material respects) and description of all
material insurance policies naming Tamasik as an insured
or beneficiary or as a loss payable payee or for which
Tamasik has paid all or part of the premium in force on
the date hereof, specifying any notice or other information
possessed by Tamasik regarding possible claims
thereunder, cancellation thereof or premium increases
thereon, including any policies now in effect naming
Tamasik as beneficiary covering the business activities of
Tamasik. (Schedule TT.)
(u) Customers. A complete and accurate list (in all
material respects) of the customers of Tamasik,
including all presently effective contracts of Tamasik
to be assigned to Tamasik, accounting for the principle
revenues of Tamasik, indicating the dollar amounts of
gross revenues of each such customer for the period ended
June 30, 2000. (Schedule UU.)
(v) Licenses and Permits. A complete list of all
licenses, permits and other authorizations of Tamasik.
(Schedule VV.)
4.02 Organization, Standing and Power. Tamasik is a
corporation duly organized, validly existing and in good standing
under the laws of the State of Utah with all requisite corporate
power to own or lease its properties and carry on its business
as is now being conducted.
4.03 Qualification. Tamasik is duly qualified and licensed as a
foreign corporation authorized to do business in each
jurisdiction wherein it conducts business operations. Such
jurisdictions, which are
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the only jurisdictions in which Tamasik is duly qualified and
licensed as a foreign corporation, is shown in Schedule OO.
4.04 Capitalization of Tamasik. The authorized capital stock
of Tamasik consists of 50,000,000 shares of Common Stock, par
value $.001 per share, of which the only shares issued and
outstanding are 3,395,525 shares issued to the shareholders
listed on Schedule HH, which shares were duly authorized, validly
issued and fully paid and nonassessable. There are no preemptive
rights with respect to the Tamasik stock.
4.05 Authority. The execution and delivery of this Agreement and
consummation of the transactions contemplated herein have been
duly authorized by all necessary corporate action, including but
not limited to duly and validly authorized action and approval
by the Board of Directors, on the part of Tamasik. This
Agreement constitutes the valid and binding obligation of
Tamasik , enforceable against it in accordance with its terms,
subject to the principles of equity applicable to the
availability of the remedy of specific performance. This
Agreement has been duly executed by Tamasik and the execution
and delivery of this Agreement and the consummation of the
transactions contemplated by this Agreement shall not result in
any breach of any terms or provisions of Tamasik 's Articles of
Incorporation or Bylaws or of any other agreement, court order
or instrument to which Tamasik is a party or bound.
4.06 Absence of Undisclosed Liabilities. Tamasik has no
material liabilities of any nature, whether fixed, absolute,
contingent or accrued, which were not reflected on the financial
statements set forth in Schedule AA or otherwise disclosed in
this Agreement or any of the Schedules or Exhibits attached
hereto.
4.07 Absence of Changes. Since June 30, 2000, there has not
been any material adverse change in the condition (financial or
otherwise), assets, liabilities, earnings or business of Tamasik
, except for changes resulting from completion of those
transactions described in Section 5.02.
4.08 Tax Matters. All taxes and other assessments and
levies which Tamasik is required by law to withhold or to
collect have been duly withheld and collected, and have been
paid over to the proper government authorities or are held by
Tamasik in separate bank accounts for such payment or are
represented by depository receipts, and all such withholdings
and collections and all other payments due in connection
therewith (including, without limitation, employment taxes,
both the employee's and employer's share) have been paid
over to the government or placed in a separate and segregated
bank account for such purpose. There are no known deficiencies
in income taxes for any periods and further, the
representations and warranties as to absence of undisclosed
liabilities contained in Section 4.06 includes any and all tax
liabilities of whatsoever kind or nature (including, without
limitation, all federal, state, local and foreign income, profit,
franchise, sales, use and property taxes) due or to become
due, incurred in respect of or measured by Tamasik income or
business prior to the Closing Date.
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4.09 Options, Warrants, etc. Except as otherwise described in
Schedule HH, there are no outstanding options, warrants,
calls, commitments or agreements of any character to which
Tamasik or its shareholders are a party or by which Tamasik or
its shareholders are bound, or are a party, calling for the
issuance of shares of capital stock of Tamasik or any
securities representing the right to purchase or otherwise
receive any such capital stock of Tamasik .
4.10 Title to Assets. Except for liens set forth in
Schedule CC, Tamasik is the sole and unconditional owner of,
with good and marketable title to, all the assets and patents
listed in the schedules as owned by them and all other property
and assets are free and clear of all mortgages, liens,
pledges, charges or encumbrances of any nature whatsoever.
4.11 Agreements in Force and Effect. Except as set forth in
Schedules DD and EE, all material contracts, agreements,
plans, promissory notes, mortgages, leases, policies, licenses,
franchises or similar instruments to which Tamasik is a party
are valid and in full force and effect on the date hereof, and
Tamasik has not breached any material provision of, and is not
in default in any material respect under the terms of, any such
contract, agreement, plan, promissory note, mortgage, lease,
policy, license, franchise or similar instrument which breach or
default would have a material adverse effect upon the
business, operations or financial condition of Tamasik.
4.12 Legal Proceedings, Etc. Except as set forth in
Schedule KK, there are no civil, criminal, administrative,
arbitration or other such proceedings or investigations pending
or, to the knowledge of Tamasik , threatened, in which,
individually or in the aggregate, an adverse determination
would materially and adversely affect the assets, properties,
business or income of Tamasik . Tamasik has substantially
complied with, and is not in default in any material
respect under, any laws, ordinances, requirements,
regulations or orders applicable to its businesses.
4.13 Governmental Regulation. To the knowledge of Tamasik and
except as set forth in Schedule KK, Tamasik is not in violation
of or in default with respect to any applicable law or any
applicable rule, regulation, order, writ or decree of any
court or any governmental commission, board, bureau, agency
or instrumentality, or delinquent with respect to any
report required to be filed with any governmental commission,
board, bureau, agency or instrumentality which violation or
default could have a material adverse effect upon the
business, operations or financial condition of Tamasik. .
4.14 Broker and Finders. Tamasik shall be solely responsible
for payment to any broker or finder retained by Tamasik for any
brokerage fees, commissions or finders' fees in connection with
the transactions contemplated herein.
4.15 Accuracy of Information. No representation or warranty
by Tamasik contained in this Agreement and no statement
contained in any certificate or other instrument delivered or to
be delivered to PIH pursuant hereto or in connection with the
transactions contemplated hereby (including without limitation
all Schedules and Exhibits hereto) contains or will contain any
untrue
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statement of a material fact or omits or will omit to state any
material fact necessary in order to make the statements contained
herein or therein not misleading.
4.16 Subsidiaries. Except as listed in Schedule PP, Tamasik
does not have any other subsidiaries or own capital stock
representing ten percent (10%) or more of the issued and
outstanding stock of any other corporation.
4.17 Consents. Except as listed in Schedule FF, no consent or
approval of, or registration, qualification or filing with,
any other governmental authority or other person is required to
be obtained or accomplished by Tamasik or any shareholder
thereof, in connection with the consummation of the transactions
contemplated hereby.
4.18 Improper Payments. No person acting on behalf of Tamasik
has made any payment or otherwise transmitted anything of value,
directly or indirectly, to (a) any official or any government or
agency or political subdivision thereof for the purpose of
influencing any decision affecting the business of Tamasik , or
(b) any political party or any candidate for elective political
office, nor has any fund or other asset of Tamasik been
maintained that was not fully and accurately recorded on the
books of account of Tamasik.
4.19 Copies of Documents. Tamasik has made available for
inspection and copying by PIH and its duly authorized
representatives, and will continue to do so at all times, true
and correct copies of all documents which it has filed with any
governmental agencies which are material to the terms and
conditions contained in this Agreement. Furthermore, all filings
by Tamasik with governmental agencies, including but not
limited to the Internal Revenue Service, have contained
information which is true and correct in all material respects
and did not contain any untrue statement of a material fact or
omit to state any material fact necessary to make the statements
made therein not misleading or which could have any material
adverse effect upon the financial condition or operations of
Tamasik or adversely affect the objectives of this Agreement.
4.20 Investment Intent of Shareholders. Each shareholder of
Tamasik represents and warrants to PIH that the shares of PIH
being acquired pursuant to this Agreement are being acquired
for his own account and for investment and not with a view to the
public resale or distribution of such shares and further
acknowledges that the shares being issued have not been
registered under the Securities Act and are "restricted
securities" as that term is defined in Rule 144 promulgated under
the Securities Act and must be held indefinitely unless they are
subsequently registered under the Securities Act or an exemption
from such registration is available.
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ARTICLE 5
CONDUCT AND TRANSACTIONS PRIOR TO THE
EFFECTIVE TIME OF THE ACQUISITION
5.01 Conduct and Transactions of PIH. During the period from
the date hereof to the date of Closing, PIH shall:
(a) Conduct its operations in the ordinary course of
business, including but not limited to, paying all
obligations as they mature, complying with all applicable
tax laws, filing all tax returns required to be filed and
paying all taxes due;
(b) Maintain its records and books of account in a
manner that fairly and correctly reflects its income,
expenses, assets and liabilities.
PIH shall not during such period, except in the
ordinary course of business, without the prior written consent of
Tamasik :
(a) Except as otherwise contemplated or required by
this Agreement, sell, dispose of or encumber any of
its properties or assets;
(b) Except as set forth in paragraph 5.01(c) above,
declare or pay any dividends on shares of its capital
stock or make any other distribution of assets to the
holders thereof;
(c) Except as set forth in paragraph 5.01(d) above,
issue, reissue or sell, or issue options or rights to
subscribe to, or enter into any contract or commitment
to issue, reissue or sell, any shares of its capital
stock or acquire or agree to acquire any shares of its
capital stock;
(d) Except as otherwise contemplated and required by
this Agreement, amend its Articles of Incorporation or
merge or consolidate with or into any other corporation
or sell all or substantially all of its assets or
change in any manner the rights of its capital stock or
other securities;
(e) Except as contemplated or required by this
Agreement, pay or incur any obligation or liability, direct
or contingent, of more than $1,000;
(f) Incur any indebtedness for borrowed money, assume,
guarantee, endorse or otherwise become responsible for
obligations of any other party, or make loans or advances to
any other party;
(g) Make any material change in its insurance
coverage;
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(h) Increase in any manner the compensation, direct or
indirect, of any of its officers or executive employees;
except in accordance with existing employment contracts;
(i) Enter into any agreement or make any commitment to
any labor union or organization;
(j) Make any capital expenditures.
5.02 Conduct and Transactions of Tamasik . During the period
from the date hereof to the date of Closing, Tamasik shall:
(a) Obtain an investment letter from each shareholder
of Tamasik in a form substantially like that attached
hereto as Exhibit B.
(b) Conduct the operations of Tamasik in the
ordinary course of business.
Tamasik shall not during such period, except in the
ordinary course of business, without the prior written consent of
PIH:
(a) Except as otherwise contemplated or required by
this Agreement, sell, dispose of or encumber any of
the properties or assets of Tamasik;
(b) Declare or pay any dividends on shares of its
capital stock or make any other distribution of assets to
the holders thereof;
(c) Issue, reissue or sell, or issue options or rights
to subscribe to, or enter into any contract or
commitment to issue, reissue or sell, any shares of
its capital stock or acquire or agree to acquire any
shares of its capital stock;
(d) Except as otherwise contemplated and required by
this Agreement, amend its Articles of Incorporation or
merge or consolidate with or into any other corporation
or sell all or substantially all of its assets or
change in any manner the rights of its capital stock or
other securities;
(e) Except as otherwise contemplated and required by
this Agreement, pay or incur any obligation or liability,
direct or contingent, of more than $1,000;
(f) Incur any indebtedness for borrowed money, assume,
guarantee, endorse or otherwise become responsible for
obligations of any other party, or make loans or advances to
any other party;
(g) Make any material change in its insurance coverage;
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(h) Increase in any manner the compensation, direct or
indirect, of any of its officers or executive employees;
except in accordance with existing employment contracts;
(i) Enter into any agreement or make any commitment to
any labor union or organization;
(j) Make any material capital expenditures.
(k) Allow any of the foregoing actions to be taken by
any subsidiary of Tamasik .
ARTICLE 6
RIGHTS OF INSPECTION
6.01 During the period from the date of this Agreement to the
date of Closing of the acquisition, PIH and Tamasik agree to use
their best efforts to give the other party, including its
representatives and agents, full access to the premises, books
and records of each of the entities, and to furnish the other
with such financial and operating data and other information
including, but not limited to, copies of all legal documents and
instruments referred to on any schedule or exhibit hereto, with
respect to the business and properties of PIH or Tamasik, as
the case may be, as the other shall from time to time request;
provided, however, if there are any such investigations: (1) they
shall be conducted in such manner as not to unreasonably
interfere with the operation of the business of the other parties
and (2) such right of inspection shall not affect in any way
whatsoever any of the representations or warranties given by the
respective parties hereunder. In the event of termination of
this Agreement, PIH and Tamasik will each return to the other
all documents, work papers and other materials obtained from the
other party in connection with the transactions contemplated
hereby, and will take such other steps necessary to protect the
confidentiality of such material.
ARTICLE 7
CONDITIONS TO CLOSING
7.01 Conditions to Obligations of Tamasik. The obligation of
Tamasik to perform this Agreement is subject to the satisfaction
of the following conditions on or before the Closing unless
waived in writing by Tamasik .
(a) Representations and Warranties. There shall be no
information disclosed in the schedules delivered by PIH
which in the opinion of Tamasik would materially adversely
affect the proposed transaction and intent of the parties
as set forth in this Agreement. The representations and
warranties of PIH set forth in Article 3 hereof shall be
true and correct in all material respects as of the date
of this Agreement and as of the Closing as though made
on and as of the Closing, except as otherwise permitted
by this Agreement.
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(b) Performance of Obligations. PIH shall have in all
material respects performed all agreements required to be
performed by it under this Agreement and shall have
performed in all material respects any actions contemplated
by this Agreement prior to or on the Closing and PIH shall
have complied in all material respects with the course of
conduct required by this Agreement.
(c) Corporate Action. PIH shall have furnished
minutes, certified copies of corporate resolutions and/or
other documentary evidence satisfactory to counsel for
Tamasik that PIH has submitted with this Agreement and
any other documents required hereby to such parties for
approval as provided by applicable law.
(d) Consents. Execution of this Agreement by the
shareholders of Tamasik and any consents necessary for or
approval of any party listed on any Schedule delivered by
PIH whose consent or approval is required pursuant thereto
shall have been obtained.
(e) Financial Statements. Tamasik shall have been
furnished with audited financial statements of PIH
including, but not limited to, balance sheets and profit and
loss statements from fiscal year end 1998, 1999 and
unaudited financial statements for the period ending June
30, 2000. Such financial statements shall have been
prepared in conformity with generally accepted accounting
principles on a basis consistent with those of prior
periods and fairly present the financial position of PIH
as of June 30, 2000.
(f) Statutory Requirements. All statutory
requirements for the valid consummation by PIH of the
transactions contemplated by this Agreement shall have
been fulfilled.
(g) Governmental Approval. All authorizations,
consents, approvals, permits and orders of all federal and
state governmental agencies required to be obtained by PIH
for consummation of the transactions contemplated by this
Agreement shall have been obtained.
(h) Changes in Financial Condition of PIH. There
shall not have occurred any material adverse change in the
financial condition or in the operations of the
business of PIH, except expenditures in furtherance of this
Agreement.
(i) Absence of Pending Litigation. PIH is not
engaged in or threatened with any suit, action, or
legal, administrative or other proceedings or governmental
investigations pertaining to this Agreement or the
consummation of the transactions contemplated hereunder.
(j) Authorization for Issuance of Stock. Tamasik
shall have received in form and substance satisfactory to
counsel for Tamasik a letter instructing and authorizing
the Registrar and Transfer Agent for the shares of common
stock of PIH to issue stock certificates representing
ownership of PIH common stock to Tamasik shareholders
in accordance with the terms of this Agreement and a
letter from said Registrar and
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Transfer Agent acknowledging receipt of the letter of
instruction and stating to the effect that the Registrar and
Transfer Agent holds adequate supplies of stock certificates
necessary to comply with the letter of instruction and the
terms and conditions of this Agreement.
7.02 Conditions to Obligations of PIH. The obligation of PIH to
perform this Agreement is subject to the satisfaction of the
following conditions on or before the Closing unless waived in
writing by PIH.
(a) Representations and Warranties. There shall be no
information disclosed in the schedules delivered by Tamasik,
which in the opinion of PIH, would materially adversely
affect the proposed transaction and intent of the parties
as set forth in this Agreement. The representations and
warranties of Tamasik set forth in Article 4 hereof shall
be true and correct in all material respects as of the
date of this Agreement and as of the Closing as though
made on and as of the Closing, except as otherwise
permitted by this Agreement.
(b) Performance of Obligations. Tamasik shall have
in all material respects performed all agreements
required to be performed by it under this Agreement and
shall have performed in all material respects any actions
contemplated by this Agreement prior to or on the
Closing and Tamasik shall have complied in all respects
with the course of conduct required by this Agreement.
(c) Corporate Action. Tamasik shall have furnished
minutes, certified copies of corporate resolutions
and/or other documentary evidence satisfactory to
Counsel for PIH that Tamasik has submitted with this
Agreement and any other documents required hereby to such
parties for approval as provided by applicable law.
(d) Consents. Any consents necessary for or approval
of any party listed on any Schedule delivered by
Tamasik, whose consent or approval is required pursuant
thereto, shall have been obtained.
(e) Financial Statements. PIH shall have been
furnished with audited balance sheet of Tamasik as of its
inception through June 30, 2000.
(f) Statutory Requirements. All statutory
requirements for the valid consummation by Tamasik of
the transactions contemplated by this Agreement shall
have been fulfilled.
(g) Governmental Approval. All authorizations,
consents, approvals, permits and orders of all federal and
state governmental agencies required to be obtained
by Tamasik for consummation of the transactions
contemplated by this Agreement shall have been obtained.
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(h) Employment Agreements. Existing Tamasik
employment agreements will have been delivered to counsel
for PIH.
(i) Changes in Financial Condition of Tamasik .
There shall not have occurred any material adverse change in
the financial condition or in the operations of the
business of Tamasik, except expenditures in furtherance of
this Agreement.
(j) Absence of Pending Litigation. Tamasik is not
engaged in or threatened with any suit, action, or
legal, administrative or other proceedings or governmental
investigations pertaining to this Agreement or the
consummation of the transactions contemplated hereunder.
(k) Shareholder Approval. The Tamasik shareholders
shall have approved the Agreement and Plan of
Reorganization.
ARTICLE 8
MATTERS SUBSEQUENT TO CLOSING
8.01 Covenant of Further Assurance. The parties covenant and
agree that they shall, from time to time, execute and deliver or
cause to be executed and delivered all such further
instruments of conveyance, transfer, assignments, receipts and
other instruments, and shall take or cause to be taken such
further or other actions as the other party or parties to this
Agreement may reasonably deem necessary in order to carry out the
purposes and intent of this Agreement.
ARTICLE 9
NATURE AND SURVIVAL OF REPRESENTATIONS
9.01 All statements contained in any written certificate,
schedule, exhibit or other written instrument delivered by
PIH or Tamasik pursuant hereto, or otherwise adopted by
PIH, by its written approval, or by Tamasik by its written
approval, or in connection with the transactions contemplated
hereby, shall be deemed representations and warranties by
PIH or Tamasik as the case may be. All representations,
warranties and agreements made by either party shall survive for
the period of the applicable statute of limitations and until the
discovery of any claim, loss, liability or other matter based on
fraud, if longer.
ARTICLE 10
TERMINATION OF AGREEMENT AND ABANDONMENT OF REORGANIZATION
10.01 Termination. Anything herein to the contrary
notwithstanding, this Agreement and any agreement executed as
required hereunder and the acquisition contemplated hereby may be
terminated at any time before the Closing as follows:
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(a) By mutual written consent of the Boards of
Directors of PIH and Tamasik .
(b) By the Board of Directors of PIH if any of the
conditions set forth in Section 7.02 shall not have been
satisfied by the Closing Date.
(c) By the Board of Directors of Tamasik if any of
the conditions set forth in Section 7.01 shall not
have been satisfied by the Closing Date.
10.02 Termination of Obligations and Waiver of Conditions;
Payment of Expenses. In the event this Agreement and the
acquisition are terminated and abandoned pursuant to this
Article 10 hereof, this Agreement shall become void and of no
force and effect and there shall be no liability on the part of
any of the parties hereto, or their respective directors,
officers, shareholders or controlling persons to each other.
Each party hereto will pay all costs and expenses
incident to its negotiation and preparation of this
Agreement and any of the documents evidencing the
transactions contemplated hereby, including fees, expenses and
disbursements of counsel.
ARTICLE 11
EXCHANGE OF SHARES; FRACTIONAL SHARES
11.01 Exchange of Shares. At the Closing, PIH shall issue a
letter to the transfer agent of PIH with a copy of the
resolution of the Board of Directors of PIH authorizing and
directing the issuance of PIH shares as set forth on Exhibit A
to this Agreement.
11.02 Restrictions on Shares Issued to Tamasik . Due to the
fact that Tamasik will receive shares of PIH common stock in
connection with the acquisition which have not been registered
under the 1933 Act by virtue of the exemption provided in Section
4(2) of such Act, those shares of PIH will contain the
following legend:
The shares represented by this
certificate have not been registered under
the Securities Act of 1933. The shares have
been acquired for investment and may not be
sold or offered for sale in the absence
of an effective Registration Statement
for the shares under the Securities Act of
1933 or an opinion of counsel to the
Corporation that such registration is
required.
ARTICLE 12
MISCELLANEOUS
12.01 Construction. This Agreement shall be construed and
enforced in accordance with the laws of the State of Utah
excluding the conflicts of laws.
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12.02 Notices. All notices necessary or appropriate under
this Agreement shall be effective when personally delivered or
deposited in the United States mail, postage prepaid, certified
or registered, return receipt requested, and addressed to the
parties last known address which addresses are currently as
follows:
If to "PIH" If to "Tamasik "
Ms. Kitty Chow Mr. Stanley Hong
163-10 Northern Blvd., #202 19-02 Whitestone Expwy.
New York, NY 11358 Whitestone, NY 11357
With copies to:
Cletha A. Walstrand, Esq.
Lehman Walstrand & Associates, LLC
620 Judge Building
8 East Broadway
Salt Lake City, UT 84111
12.03 Amendment and Waiver. The parties hereby may, by
mutual agreement in writing signed by each party, amend this
Agreement in any respect. Any term or provision of this
Agreement may be waived in writing at any time by the party which
is entitled to the benefits thereof, such waiver right shall
include, but not be limited to, the right of either party to:
(a) Extend the time for the performance of any of the
obligations of the other;
(b) Waive any inaccuracies in representations by the
other contained in this Agreement or in any document
delivered pursuant hereto;
(c) Waive compliance by the other with any of the
covenants contained in this Agreement, and performance of
any obligations by the other; and
(d) Waive the fulfillment of any condition that is
precedent to the performance by the party so waiving of
any of its obligations under this Agreement. Any writing on
the part of a party relating to such amendment,
extension or waiver as provided in this Section 12.03
shall be valid if authorized or ratified by the Board of
Directors of such party.
12.04 Remedies not Exclusive. No remedy conferred by any of
the specific provisions of this Agreement is intended to be
exclusive of any other remedy, and each and every remedy shall be
cumulative and shall be in addition to every other remedy given
hereunder or now or hereafter existing at law or in equity or by
statute or otherwise. The election of any one or more remedies
by PIH or Tamasik shall not constitute a waiver of the right
to pursue other available remedies.
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12.05 Counterparts. This Agreement may be executed in one or
more counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same
instrument.
12.06 Benefit. This Agreement shall be binding upon, and inure
to the benefit of, the respective successors and assigns of PIH
and Tamasik and its shareholders.
12.07 Entire Agreement. This Agreement and the Schedules and
Exhibits attached hereto, represent the entire agreement of the
undersigned regarding the subject matter hereof, and
supersedes all prior written or oral understandings or agreements
between the parties.
12.08 Each Party to Bear its Own Expense. PIH and Tamasik
shall each bear their own respective expenses incurred in
connection with the negotiation, execution, closing, and
performance of this Agreement, including counsel fees and
accountant fees.
12.09 Captions and Section Headings. Captions and section
headings used herein are for convenience only and shall not
control or affect the meaning or construction of any provision of
this Agreement.
Executed as of the date first written above.
"PIH" "Tamasik "
Pacific International Holding, Inc. TamasikTechnologies Corporation
a Utah corporation a Utah corporation
By:/s/Kitty Chow By:/s/Stanley Hong
Kitty Chow, President Stanley Hong, President
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The undersigned hereby approves the Agreement and Plan of
Reorganization with Pacific International Holding, Inc.. The
undersigned hereby represents and warrants that the undersigned
has read the Agreement and Plan of Reorganization with Pacific
International Holding, Inc. and understands its terms and
conditions.
Shareholders of Tamasik Technologies Corporation
/s/Stanley hong Date:11/10/00
Stanley Hong, sole shareholder
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EXHIBIT A
Name of Number of
Shareholder Shares
Stanley Hong 3,395,525
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EXHIBIT B
INVESTMENT REPRESENTATION STATEMENT
PURCHASER: Stanley Hong
ISSUER: Pacific International Holding, Inc.
SECURITY: Common Stock, par value $.001
QUANTITY: 3,395,525 Shares
In connection with the purchase of the above-listed
Securities of the Company, I, the purchaser represent to the
Company the following:
(1) Investment. I am aware of the Company's business
affairs and financial condition. I am purchasing the Securities
for investment for my own account only and not with a view to, or
for resale in connection with, any "distribution" thereof within
the meaning of the Securities Act of 1933 (as Amended). These
securities have not been registered under the Securities Act by
reason of a specific exemption therefrom, which exemption depends
on, among other things, the bona fide nature of the investment
intent as expressed herein. In this connection I understand
that, in view of the Securities and Exchange Commission ("SEC"),
the statutory basis for such exemption may be unavailable if my
representation was predicated solely upon a present intention to
hold these Securities for the minimum capital gains period
specified under tax statutes, for a deferred sale, for or until
an increase or decrease in the market price of the Securities or
for the period of one year or any other fixed period in the
future.
(2) Restrictions on Transfer Under Securities Act. I
further acknowledge and understand that the Securities must be
held indefinitely unless they are subsequently registered under
the Securities Act or unless an exemption from such registration
is available. Moreover, I understand that the Company is under
no obligation to register the Securities. In addition, I
understand that the certificate evidencing the Securities will be
imprinted with a legend which prohibits the transfer of the
Securities unless they are registered or unless the Company
receives an opinion of counsel reasonably satisfactory to the
Company that such registration is not required.
(3) Sales Under Rule 144. I am aware of the adoption of
Rule 144 by the SEC promulgated under the Securities Act, which
in substance permits limited public resale of securities acquired
in a non- public offering subject to the satisfaction of certain
conditions, including: (i) the availability of certain current
public information about the Company, (ii) the resale being made
through a broker in an unsolicited "broker's transaction" or in
transactions directly with a " market maker," and (iv) the amount
of securities sold during any three-month period not exceeding
specified limitations (generally 1% of the total shares
outstanding).
(4) Limitations on Rule 144. I further acknowledge and
understand that the Company is not now, and at any time I wish to
sell the Securities may not be, satisfying the public information
requirement of Rule 144, and, in such case, I would be precluded
from selling the Securities under Rule 144 even if the minimum
holding period had been satisfied.
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(5) Sales Not Under Rule 144. I further acknowledge that,
if all the requirements of Rule 144 are not met, then Regulation
A, or some other registration exemption will be required; and
that, although Rule 144 is not exclusive, the staff of the
Commission has expressed its opinion (i) that persons proposing
to sell private placement securities other than in a registered
offering or exemption from registration is available for such
offers or sales, and (ii) that such persons and the brokers who
participate in the transactions do so their own risk.
(6) Stop Transfer Instructions. I further understand that
stop transfer instructions will be in effect with respect to the
transfer of the Securities consistent with the above.
(7) Additional Representations and Warranties. In
addition, I represent and warrant:
(i) That I have had the opportunity to ask
questions of, and receive answers from, the
Company ( or any person acting on its behalf)
concerning the Company and my proposed
investment in the Securities;
(ii) That I have concluded that I have
sufficient information upon which to base my
decision to acquire the Securities;
(iii) That I have made my own
determination of the value of the Securities
and have not relied upon any statements,
representations or warranties of the Company
regarding the value of the Securities or the
business prospects of the Company;
(iv) That I understand that in acquiring the
Securities, I am making a highly speculative
investment with the knowledge that the
Company is in the initial stages of
development;
(v) That I am capable of bearing the
economic risk and burdens of the investment,
the possibility of complete loss of all of
the investment, and the possible inability to
readily liquidate the investment due to the
lack of public market; and
(vi) That I understand that, in selling and
transferring the Securities, the Company had
relied upon an exemption from the
registration requirements of the Securities
Act and that, in an attempt to effect
compliance with all the conditions of such
exemption, the Company is relying in good
faith upon all of my foregoing
representations and warranties.
SIGNATURE OF PURCHASER
Date:11/10/00
/s/Stanley Hong
Address: Stanley Hong
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