Agreement and Plan of Merger
AGREEMENT AND PLAN OF MERGER between ABBACY CORPORATION, a
Delaware corporation ("Abbacy"), and CBCOM, INC., a Delaware
corporation ("CBCom"), Abbacy and CBCom being sometimes referred to
herein as the "Constituent Corporations."
WHEREAS, the board of directors of each Constituent
Corporation deems it advisable that the Constituent Corporations
merge into a single corporation in a transaction intended to qualify
as a reorganization within the meaning of Section368(a)(1)(A) of the
Internal Revenue Code of 1986, as amended (the "Merger");
NOW, THEREFORE, in consideration of the premises and the
respective mutual covenants, representations and warranties herein
contained, the parties agree as follows:
1. SURVIVING CORPORATION. Abbacy shall be merged with
and into CBCom which shall be the surviving reporting corporation
(hereinafter the "Surviving Corporation") in accordance with the
applicable laws of the State of Delaware.
2. MERGER DATE. The Merger shall become effective (the
"Merger Date") upon the completion of:
2.1 Adoption of this Agreement by Abbacy pursuant to the
General Corporation Law of Delaware and by CBCom pursuant to the
General Corporation Law of Delaware.
2.2 Execution and filing of the Certificate of Merger
with the Secretary of State of the State of Delaware in accordance
with the General Corporation Law of Delaware.
3. TIME OF FILINGS. The Certificate of Merger shall be
filed with the Secretary of State of Delaware upon the approval, as
required, of this Agreement by the Constituent Corporations and the
fulfillment or waiver of the terms and conditions herein.
4. GOVERNING LAW. The Surviving Corporation shall be
governed by the laws of the State of Delaware.
5. CERTIFICATE OF INCORPORATION. The Certificate of
Incorporation of CBCom shall be the Certificate of Incorporation of
the Surviving Corporation from and after the Merger Date, subject to
the right of the Surviving Corporation to amend its Certificate of
Incorporation in accordance with the laws of the State of Delaware.
6. BYLAWS. The Bylaws of the Surviving Corporation
shall be the Bylaws of CBCom as in effect on the date of this
Agreement.
7. NAME OF SURVIVING CORPORATION. The Surviving
Corporation will continue to use its name "CBCom, Inc." or such name
as it may choose and shall be available.
8. CONVERSION. The mode of carrying the merger into
effect and the manner and basis of converting the shares of Abbacy
into shares of the Surviving Corporation are as follows:
8.1 The aggregate number of shares of Abbacy common stock
issued and outstanding on the Merger Date shall, by virtue of the
merger and without any action on the part of the holders thereof, be
converted into an aggregate of 250,000 shares of CBCom common stock
adjusted by any increase for fractional shares and reduced by any
Dissenting Shares (defined below).
8.2 Upon completion of the Merger, there shall be
15,885,500 shares of CBCom common stock issued and outstanding,
subject to such adjustments, held as follows: 15,635,500 shares of
common stock held by the shareholders of CBCom and 250,000 common
shares held by the existing shareholders of Abbacy.
8.3 The CBCom common stock shall be issued to the holders
of such Abbacy common stock in exchange for their shares on a pro
rata basis in accordance with each holder's relative ownership of
the Abbacy common stock that is being exchanged.
8.4 The shares of CBCom common stock to be issued in
exchange for Abbacy common stock hereunder shall be proportionately
reduced by any shares owned by Abbacy shareholders who shall have
timely objected to the Merger (the "Dissenting Shares") in
accordance with the provisions of General Corporation Law of
Delaware which objections will be dealt with as provided in those
sections.
8.5 Each share of Abbacy common stock that is issued and
outstanding and owned by Abbacy on the Merger Date shall, by virtue
of the Merger and without any action on the part of Abbacy, be
retired and canceled.
8.6 Each certificate evidencing ownership of shares of
CBCom common stock issued and outstanding on the Merger Date or held
by CBCom in its treasury shall continue to evidence ownership of the
same number of shares of CBCom common stock.
9. EXCHANGE OF CERTIFICATES. As promptly as practicable
after the Merger Date, each holder of an outstanding certificate or
certificates theretofore representing shares of Abbacy common stock
(other than certificates representing Dissenting Shares) shall
surrender such certificate(s) for cancellation to the party
designated by the Surviving Corporation to handle such exchange (the
"Exchange Agent"), and shall receive in exchange a certificate or
certificates representing the number of full shares of CBCom common
stock into which the shares of Abbacy common stock represented by
the certificate or certificates so surrendered shall have been
converted.
10. UNEXCHANGED CERTIFICATES. Until surrendered, each
outstanding certificate that prior to the Merger Date represented
Abbacy common stock (other than certificates representing Dissenting
Shares) shall be deemed for all purposes, other than the payment of
dividends or other distributions, to evidence ownership of the
number of shares of CBCom common stock into which it was converted.
No dividend or other distribution payable to holders of CBCom common
stock as of any date subsequent to the Merger Date shall be paid to
the holders of outstanding certificates of Abbacy common stock;
provided, however, that upon surrender and exchange of such
outstanding certificates (other than certificates representing
Dissenting Shares), there shall be paid to the record holders of the
certificates issued in exchange therefor the amount, without
interest thereon, of dividends and other distributions that would
have been payable subsequent to the Merger Date with respect to the
shares of CBCom common stock represented thereby.
11. BOARD OF DIRECTORS AND OFFICERS. The members of the
board of directors of the Surviving Corporation shall be the members
of the board of directors of CBCom on the Merger Date or such others
as CBCom may designate. The officers of the Surviving Corporation
shall be the officers of CBCom on the Merger Date or such others as
CBCom may designate.
12. EFFECT OF THE MERGER. On the Merger Date, the
separate existence of Abbacy shall cease (except insofar as
continued by statute), and it shall be merged with and into the
Surviving Corporation. All the property, real, personal, and mixed,
of each of the Constituent Corporations, and all debts due to either
of them, shall be transferred to and vested in the Surviving
Corporation, without further act or deed. The Surviving Corporation
shall thenceforth be responsible and liable for all the liabilities
and obligations, including liabilities to holders of Dissenting
Shares, of each of the Constituent Corporations, and any claim or
judgment against either of the Constituent Corporations may be
enforced against the Surviving Corporation.
13. REPRESENTATIONS AND WARRANTIES OF ABBACY. Abbacy
represents and warrants that:
13.1 CORPORATE ORGANIZATION AND GOOD STANDING. Abbacy is
a corporation duly organized, validly existing, and in good standing
under the laws of the State of Delaware, and is qualified to do
business as a foreign corporation in each jurisdiction, if any, in
which its property or business requires such qualification.
13.2 REPORTING COMPANY. Abbacy has filed with the
Securities and Exchange Commission a registration statement on Form
F-10 which became effective pursuant to the Securities Exchange Act
of 1934 and is a reporting company pursuant to Section12 thereunder.
13.3 REPORTING COMPANY STATUS. Abbacy has timely filed
and is current on all reports required to be filed by it pursuant to
the Securities Exchange Act of 1934.
13.4 CAPITALIZATION. Abbacy's authorized capital stock
consists of 120,000,000 shares of common stock, $.0001 par value, of
which 5,000,000 shares are issued and outstanding, and 20,000,000
shares of non-designated preferred stock of which no shares are
designated or issued.
13.5 ISSUANCE OF STOCK. All the outstanding shares of its
common stock are duly authorized and validly issued, fully paid and
non-assessable.
13.6 STOCK RIGHTS. There are no stock grants, options,
rights, warrants or other rights to purchase or obtain the Abbacy
common or preferred stock issued or committed to be issued.
13.7 CORPORATE AUTHORITY. Abbacy has all requisite
corporate power and authority to own, operate and lease its
properties, to carry on its business as it is now being conducted
and to execute, deliver, perform and conclude the transactions
contemplated by this Agreement and all other agreements and
instruments related to this Agreement.
13.8 AUTHORIZATION. Execution of this Agreement has been
duly authorized and approved by Abbacy's board of directors.
13.9 SUBSIDIARIES. Abbacy has no subsidiaries.
13.10 FINANCIAL STATEMENTS. Abbacy's audited financial
statements of June 7, 1999, copies of which will have been delivered
by Abbacy to CBCom prior to the Merger Date (the "Abbacy Financial
Statements"), fairly present the financial condition of Abbacy as of
the date therein and the results of its operations for the periods
then ended in conformity with generally accepted accounting
principles consistently applied.
13.11 ABSENCE OF UNDISCLOSED LIABILITIES. Except to the
extent reflected or reserved against in the Abbacy Financial
Statements, Abbacy did not have at that date any liabilities or
obligations (secured, unsecured, contingent, or otherwise) of a
nature customarily reflected in a corporate balance sheet prepared
in accordance with generally accepted accounting principles.
13.12 NO MATERIAL CHANGES. There has been no material
adverse change in the business, properties, or financial condition
of Abbacy since the date of the Abbacy Financial Statements.
13.13 LITIGATION. There is not, to the knowledge of
Abbacy, any pending, threatened, or existing litigation, bankruptcy,
criminal, civil, or regulatory proceeding or investigation,
threatened or contemplated against Abbacy or against any of its
officers.
13.14 CONTRACTS. Abbacy is not a party to any material
contract not in the ordinary course of business that is to be
performed in whole or in part at or after the date of this Agreement.
13.15 TITLE. Abbacy has good and marketable title to all
the real property and good and valid title to all other property
included in the Abbacy Financial Statements. Except as set out in
the balance sheet thereof, the properties of Abbacy are not subject
to any mortgage, encumbrance, or lien of any kind except minor
encumbrances that do not materially interfere with the use of the
property in the conduct of the business of Abbacy.
13.16 TAX RETURNS. All federal, state, county, municipal,
local, foreign and other taxes and assessments, including any and
all interest, penalties and additions imposed with respect to such
amounts, have been properly prepared and filed by Abbacy. The
provisions for federal and state taxes reflected in the Abbacy
Financial Statements are adequate to cover any such taxes that may
be assessed against Abbacy in respect of its business and its
operations during the periods covered by the Abbacy Financial
Statements and all prior periods.
13.17 NO VIOLATION. Consummation of the merger will not
constitute or result in a breach or default under any provision of
any charter, bylaw, indenture, mortgage, lease, or agreement, or any
order, judgment, decree, law, or regulation to which any property of
Abbacy is subject or by which Abbacy is bound.
14. REPRESENTATIONS AND WARRANTIES OF CBCOM. CBCom
represents and warrants that:
14.1 CORPORATE validly existing, and in good standing
under the laws of the State of Delaware and is qualified to do
business as a foreign corporation in each jurisdiction, if any, in
which its property or business requires such qualification.
14.2 CAPITALIZATION. CBCom's authorized capital stock
consists of 100,000,000 shares of common stock, $.001 par value, of
which 15,635,500 shares are issued and outstanding, and no shares of
preferred stock.
14.3 ISSUED STOCK. All the outstanding shares of its
common stock are duly authorized and validly issued, fully paid and
non-assessable.
14.4 CORPORATE AUTHORITY. CBCom has all requisite
corporate power and authority to own, operate and lease its
properties, to carry on its business as it is now being conducted
and to execute, deliver, perform and conclude the transactions
contemplated by this Agreement and all other agreements and
instruments related to this Agreement.
14.5 AUTHORIZATION. Execution of this Agreement has been
duly authorized and approved by CBCom's board of directors.
14.6 SUBSIDIARIES. CBCom has no subsidiaries.
14.7 FINANCIAL STATEMENTS. CBCom's unaudited financial
statements of December 31, 1998, copies of which will have been
delivered by CBCom to Abbacy by the Merger Date (the "CBCom
Financial Statements"), are correct and fairly present the financial
condition of CBCom as of the dates and for the periods involved, and
such statements were prepared in accordance with generally accepted
accounting principles consistently applied.
14.8 ABSENCE OF UNDISCLOSED LIABILITIES. Except to the
extent reflected or reserved against in the CBCom Financial
Statements, CBCom did not have at that date any liabilities or
obligations (secured, unsecured, contingent, or otherwise) of a
nature customarily reflected in a corporate balance sheet prepared
in accordance with generally accepted accounting principles.
14.9 NO MATERIAL CHANGES. Except as reflected by
attached exhibit, there has been no material adverse change in the
business, properties, or financial condition of CBCom since the date
of the CBCom Financial Statements.
14.10 LITIGATION. Except as heretofore disclosed to
Abbacy, there is not, to the knowledge of CBCom, any pending,
threatened, or existing litigation, bankruptcy, criminal, civil, or
regulatory proceeding or investigation, threatened or contemplated
against CBCom or against any of its officers.
14.11 CONTRACTS. CBCom is not a party to any material
contract not in the ordinary course of business that is to be
performed in whole or in part at or after the date of this Agreement.
14.12 TITLE. CBCom has good and marketable title to all
the real property and good and valid title to all other property
included in the CBCom Financial Statements. Except as set out in
the balance sheet thereof, the properties of CBCom are not subject
to any mortgage, encumbrance, or lien of any kind except minor
encumbrances that do not materially interfere with the use of the
property in the conduct of the business of CBCom.
14.13 NO VIOLATION. Consummation of the Merger will not
constitute or result in a breach or default under any provision of
any charter, bylaw, indenture, mortgage, lease, or agreement, or any
order, judgment, decree, law, or regulation to which any property of
CBCom is subject or by which CBCom is bound.
15. CONDUCT OF ABBACY PENDING THE MERGER DATE. Abbacy
covenants that between the date of this Agreement and the Merger Date:
15.1 No change will be made in Abbacy's certificate of
incorporation or bylaws.
15.2 Abbacy will not make any change in its authorized or
issued capital stock, declare or pay any dividend or other
distribution or issue, encumber, purchase, or otherwise acquire any
of its capital stock other than as provided herein.
15.3 Abbacy will use its best efforts to maintain and
preserve its business organization, employee relationships, and
goodwill intact, and will not enter into any material commitment
except in the ordinary course of business.
16. CONDUCT OF CBCOM PENDING THE MERGER DATE. CBCom
covenants that between the date of this Agreement and the Merger Date:
16.1 No change will be made in CBCom's certificate of
incorporation or bylaws.
16.2 CBCom will not make any change in its authorized or
issued capital stock, declare or pay any dividend or other
distribution or issue, encumber, purchase, or otherwise acquire any
of its capital stock otherwise than as provided herein.
16.3 CBCom will use its best efforts to maintain and
preserve its business organization, employee relationships, and
goodwill intact, and will not enter into any material commitment
except in the ordinary course of business.
17. CONDITIONS PRECEDENT TO OBLIGATION OF ABBACY.
Abbacy's obligation to consummate the Merger shall be subject to
fulfillment on or before the Merger Date of each of the following
conditions, unless waived in writing by Abbacy:
17.1 CBCOM'S REPRESENTATIONS AND WARRANTIES. The
representations and warranties of CBCom set forth herein shall be
true and correct at the Merger Date as though made at and as of that
date, except as affected by transactions contemplated hereby.
17.2 CBCOM'S COVENANTS. CBCom shall have performed all
covenants required by this Agreement to be performed by it on or
before the Merger Date.
17.3 APPROVAL. This Agreement shall have been approved in
such manner as is required by law including all appropriate action
by directors and, if required, by shareholders.
17.4 SUPPORTING DOCUMENTS OF CBCOM. CBCom shall have
delivered to Abbacy supporting documents in form and substance
satisfactory to Abbacy to the effect that:
(i) CBCom is a corporation duly organized, validly
existing, and in good standing.
(ii) CBCom's authorized and issued capital stock is
as set forth herein.
(iii) The execution and consummation of this
Agreement have been duly authorized in such manner
as is required by law including all appropriate
action by directors and, if required, by shareholders.
18. CONDITIONS PRECEDENT TO OBLIGATION OF CBCOM. CBCom's
obligation to consummate the Merger shall be subject to fulfillment
on or before the Merger Date of each of the following conditions,
unless waived in writing by CBCom:
18.1 ABBACY'S REPRESENTATIONS AND WARRANTIES. The
representations and warranties of Abbacy set forth herein shall be
true and correct at the Merger Date as though made at and as of that
date, except as affected by transactions contemplated hereby.
18.2 ABBACY'S COVENANTS. Abbacy shall have performed all
covenants required by this Agreement to be performed by it on or
before the Merger Date.
18.3 APPOVAL. This Agreement shall have been approved in
such manner as is required by law including all appropriate action
by directors and, if required, by shareholders.
18.4 SUPPORTING DOCUMENTS OF ABBACY. Abbacy shall have
delivered to CBCom supporting documents in form and substance
satisfactory to CBCom to the effect that:
(i) Abbacy is a corporation duly organized, validly
existing, and in good standing.
(ii) Abbacy's authorized and issued capital stock is as set
forth herein.
(iii) The execution and consummation of this
Agreement have been duly authorized in such manner
as is required by law including all appropriate
action by directors and, if required, by shareholders.
19. ACCESS. From the date hereof to the Merger Date,
CBCom and Abbacy shall provide each other with such information and
permit each other's officers and representatives such access to its
properties and books and records as the other may from time to time
reasonably request. If the merger is not consummated, all documents
received in connection with this Agreement shall be returned to the
party furnishing such documents, and all information so received
shall be treated as confidential.
20. CLOSING. The transfers and deliveries to be made
pursuant to this Agreement (the "Closing") shall be made by and take
place at the offices of the Exchange Agent or other location
designated by the Constituent Corporations without requiring the
meeting of the parties hereof. All proceedings to be taken and all
documents to be executed at the Closing shall be deemed to have been
taken, delivered and executed simultaneously, and no proceeding
shall be deemed taken nor documents deemed executed or delivered
until all have been taken, delivered and executed.
20.1 Any copy, facsimile telecommunication or other
reliable reproduction of the writing or transmission required by
this Agreement or any signature required thereon may be used in lieu
of an original writing or transmission or signature for any and all
purposes for which the original could be used, provided that such
copy, facsimile telecommunication or other reproduction shall be a
complete reproduction of the entire original writing or transmission
or original signature.
20.2 At the Closing, Abbacy shall deliver to the Exchange
Agent in satisfactory form, if not already delivered to CBCom:
(i) A list of the holders of the shares of Abbacy common
stock being exchanged with an itemization of the number of shares
held by each, the address of each holder, and the aggregate number
of shares of CBCom common stock to be issued to each holder;
(ii) Evidence of the execution and adoption of this
Agreement in such manner as is required by law including all
appropriate action by directors and, if required, by shareholders;
(iii) Certificate of the Secretary of State of Delaware as
of a recent date as to the good standing of Abbacy;
(iv) Certified copies of the resolutions of the board of
directors of Abbacy authorizing the execution of this Agreement and
the consummation of the Merger;
(v) The Abbacy Financial Statements;
(vi) Secretary's certificate of incumbency of the officers
and directors of Abbacy; and
(vii) Any document as may be specified herein or required
to satisfy the conditions, representations and warranties enumerated
elsewhere herein.
20.3 At the Closing, CBCom shall deliver to the Exchange
Agent in satisfactory form, if not already delivered to Abbacy:
(i) A list of the shareholders of record of CBCom,
including, wherever available, addresses and telephone numbers;
(ii) Evidence of the execution and adoption of this
Agreement in such manner a is required by law including all
appropriate action by directors and, if required, by shareholders;
(iii) Certificate of the Secretary of State of Delaware as
of a recent date as to the good standing of CBCom;
(iv) Certified copies of the resolutions of the board of
directors of CBCom authorizing the execution of this Agreement and
the consummation of the merger;
(v) The CBCom Financial Statements;
(vi) Secretary's certificate of incumbency of the officers
and directors of CBCom; and
(vii) Any document as may be specified herein or required
to satisfy the conditions, representations and warranties enumerated
elsewhere herein.
21. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The
representations and warranties of the Constituent Corporations set
out herein shall survive the Merger Date.
22. ARBITRATION.
22.1 SCOPE. The parties hereby agree that any and all
claims (except only for requests for injunctive or other equitable
relief) whether existing now, in the past or in the future as to
which the parties or any affiliates may be adverse parties, and
whether arising out of this agreement or from any other cause, will
be resolved by arbitration before the American Arbitration
Association within the District of Columbia.
22.2 CONSENT TO JURISDICTION, SITUS AND JUDGEMENT. The
parties hereby irrevocably consent to the jurisdiction of the
American Arbitration Association and the situs of the arbitration
within the District of Columbia. Any award in arbitration may be
entered in any domestic or foreign court having jurisdiction over
the enforcement of such awards.
22.3 APPLICABLE LAW. The law applicable to the arbitration
and this agreement shall be that of the District of Columbia,
determined without regard to its provisions which would otherwise
apply to a question of conflict of laws.
22.4 DISCLOSURE AND DISCOVERY. The arbitrator may, in its
discretion, allow the parties to make reasonable disclosure and
discovery in regard to any matters which are the subject of the
arbitration and to compel compliance with such disclosure and
discovery order. The arbitrator may order the parties to comply
with all or any of the disclosure and discovery provisions of the
Federal Rules of Civil Procedure, as they then exist, as may be
modified by the arbitrator consistent with the desire to simplify
the conduct and minimize the expense of the arbitration.
22.5 RULES OF LAW. Regardless of any practices of
arbitration to the contrary, the arbitrator will apply the rules of
contract and other law of the jurisdiction whose law applies to the
arbitration so that the decision of the arbitrator will be, as much
as possible, the same as if the dispute had been determined by a
court of competent jurisdiction.
22.6 FINALITY AND FEES. Any award or decision by the
American Arbitration Association shall be final, binding and
non-appealable except as to errors of law or the failure of the
arbitrator to adhere to the arbitration provisions contained in this
agreement. Each party to the arbitration shall pay its own costs
and counsel fees except as specifically provided otherwise in this
agreement.
22.7 MEASURE OF DAMAGES. In any adverse action, the
parties shall restrict themselves to claims for compensatory damages
and\or securities issued or to be issued and no claims shall be made
by any party or affiliate for lost profits, punitive or multiple
damages.
22.8 COVENANT NOT TO SUE. The parties covenant that under
no conditions will any party or any affiliate file any action
against the other (except only requests for injunctive or other
equitable relief) in any forum other than before the American
Arbitration Association, and the parties agree that any such action,
if filed, shall be dismissed upon application and shall be referred
for arbitration hereunder with costs and attorney's fees to the
prevailing party.
22.9 INTENTION. It is the intention of the parties and
their affiliates that all disputes of any nature between them,
whenever arising, whether in regard to this agreement or any other
matter, from whatever cause, based on whatever law, rule or
regulation, whether statutory or common law, and however
characterized, be decided by arbitration as provided herein and that
no party or affiliate be required to litigate in any other forum any
disputes or other matters except for requests for injunctive or
equitable relief. This agreement shall be interpreted in
conformance with this stated intent of the parties and their
affiliates.
22.10 SURVIVAL. The provisions for arbitration contained
herein shall survive the termination of this agreement for any reason.
23. GENERAL PROVISIONS.
23.1 FURTHER ASSURANCES. From time to time, each party
will execute such additional instruments and take such actions as
may be reasonably required to carry out the intent and purposes of
this Agreement.
23.2 WAIVER. Any failure on the part of either party
hereto to comply with any of its obligations, agreements, or
conditions hereunder may be waived in writing by the party to whom
such compliance is owed.
23.3 BROKERS. Each party agrees to indemnify and hold
harmless the other party against any fee, loss, or expense arising
out of claims by brokers or finders employed or alleged to have been
employed by the indemnifying party.
23.4 NOTICES. All notices and other communications
hereunder shall be in writing and shall be deemed to have been given
if delivered in person or sent by prepaid first-class certified
mail, return receipt requested, or recognized commercial courier
service, as follows:
If to Abbacy, to:
Abbacy Corporation
1504 R Street, N.W.
Washington, D.C. 20009
If to CBCom, to
CBCom, Inc.
15260 Ventura Boulevard
Suite 1200
Sherman Oaks, California 91403
24. ASSIGNMENT. This Agreement shall inure to the
benefit of, and be binding upon, the parties hereto and their
successors and assigns; provided, however, that any assignment by
either party of its rights under this Agreement without the written
consent of the other party shall be void.
25. COUNTERPARTS. This Agreement may be executed
simultaneously in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one
and the same instrument. Signatures sent by facsimile transmission
shall be deemed to be evidence of the original execution thereof.
26. EXCHANGE AGENT AND CLOSING DATE. The Exchange Agent
shall be Cassidy & Associates. Closing shall take place as soon as
practicable. The date of Closing may be accelerated or extended by
agreement of the parties.
28. EFFECTIVE DATE. This effective date of this
Agreement shall be October 8, 1999.
SIGNATURE PAGE TO AGREEMENT AND PLAN OF MERGER
BETWEEN ABBACY CORPORATION AND
CBCOM, INC.
IN WITNESS WHEREOF, the parties have executed this Agreement.
ABBACY CORPORATION
By
CBCOM, INC.
By
