Exhibit 99.2
MARTIN J. BRILL (State Bar No. 53220)
ROBYN B. SOKOL (State Bar No. 159506)
ROBINSON, DIAMANT & BRILL
A Professional Corporation
1888 Century Park East, Suite 1500
Los Angeles, California 90067
Telephone: (310) 277-7400
Telecopier: (310) 277-7584
Attorneys for DIGITAL TECHNOLOGIES MEDIA
GROUP, INC., DEBTOR AND DEBTOR-IN-POSSESSION
UNITED STATES BANKRUPTCY COURT
CENTRAL DISTRICT OF CALIFORNIA
SAN FERNANDO VALLEY DIVISION
In re Bk. No. SV 99-10944-GM
DIGITAL TECHNOLOGIES MEDIA Chapter 11
GROUP, INC., a Delaware
corporation, ORDER AUTHORIZING: (1)
OBTAINING OF CREDIT PURSUANT TO
Debtor and Debtor In BANKRUPTCY CODE SECTIONS 364(B)
Possession. AND (F) THROUGH THE ISSUANCE OF
DEBTOR'S NOTES; AND (2) THE
PURCHASE OF DATANET INFORMATION
SYSTEMS, INC.
DATE: JANUARY 19, 2000
TIME: 10:00 A.M.
PLACE: COURTROOM "303
WOODLAND HILLS, CA
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At the above date, time and courtroom, a hearing on the "MOTION BY DEBTOR
FOR AN ORDER AUTHORIZING: (1) OBTAINING OF CREDIT PURSUANT TO BANKRUPTCY CODE
SECTIONS 364(B) AND (F) THROUGH THE ISSUANCE OF DEBTOR'S NOTES; AND (2) THE
PURCHASE OF DATANET INFORMATION SYSTEMS, INC." (THE "MOTION"), filed by Digital
Technologies Media Group, Inc., a Delaware Corporation (the "Debtor"), was
conducted by the United States Bankruptcy Court, the Honorable Geraldine Mund,
presiding. Martin J. Brill of Robinson, Diamant & Brill, A Professional
Corporation, appeared on behalf of the Debtor, Sandra W. Lavigna appeared on
behalf of the Securities and Exchange Commission and MaryAnne Wilsbacher
appeared on behalf of the United States Trustee.
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The Court, having read and considered the Motion and all responsive
pleadings and having heard and considered the arguments of counsel,
IT IS HEREBY ORDERED that the Motion is approved in its entirety;
IT IS FURTHER ORDERED that the Debtor is authorized to obtain financing in
an amount not to exceed $310,000 through the issuing of Debtor's Notes in the
form attached to the Motion as Exhibit "4" (the "Debtor Note(s)") and
incorporated herein by this reference subject to the following conditions:
(a) The issuance of the Debtor Notes is limited to thirty-six (36)
investors; and
(b) subsequent to January 19, 2000 no investments in an amount less than
$3,000 will be accepted.
IT IS FURTHER ORDERED that the Debtor is authorized to purchase DataNet
Information Systems, Inc. in exchange for 100,000 shares of the Debtor's Class A
Preferred Stock, $100,000 plus a cash infusion of at least $1,000,000 over the
next two years; and
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<PAGE>
IT IS FURTHER ORDERED that the Debtor is authorized to execute the
necessary documents to facilitate the approved purchase of DataNet Information
Systems, Inc.
DATED: January __, 2000 ______________________________
GERALDINE MUND
United States Bankruptcy Judge
PRESENTED BY:
ROBINSON, DIAMANT & BRILL
A Professional Corporation
By _________________________________
ROBYN B. SOKOL
Attorneys for Digital Technologies
Media Group, Inc.
<PAGE>
PROOF OF SERVICE
I, Jill Selkowitz, declare:
I am employed by the law firm of Robinson, Diamant & Brill, LLP, in the
County of Los Angeles, State of California. I am employed in the office of a
member of the bar of this court at whose direction the service was made. I am
over the age of 18 years and am not a party to the within action. My business
address is 1888 Century Park East, Suite 1500, Los Angeles, California 90067.
On June ___, 2000, I served the following documents: ORDER AUTHORIZING:
(1) OBTAINING OF CREDIT PURSUANT TO BANKRUPTCY CODE SECTIONS 364(B) AND (F)
THROUGH THE ISSUANCE OF DEBTOR'S NOTES; AND (2) THE PURCHASE OF DATANET
INFORMATION SYSTEMS, INC. on the interested parties addressed as follows:
Maryanne Wilsbacher, Esq.
United States Trustee
221 N. Figueroa St., Suite 800
Los Angeles, CA 90012
Request for Special Notice
-----------------------------
Sandra W. Lavigna, Esq.
S.E.C.
5670 Wilshire Blvd., 11th Floor
Los Angeles, CA 90036
(By Mail) I placed the document for collection and deposit in the mail. I am
familiar with this firm's practice for the collection and processing of
correspondence for mailing. Under that practice, the document would be placed
in a sealed envelope and deposited with the U.S. Postal Service on that same day
with postage thereon fully prepaid at 1888 Century Park East, Los Angeles,
California, in the ordinary course of business. The documents served were
placed in sealed envelopes and placed for collection and mailing following
ordinary business practices.
I declare under penalty of perjury under the laws of the State of
California and of the United States of America that the foregoing is true and
correct.
Executed on June ___, 2000, at Los Angeles, California.
__________________________________
Jill Selkowitz
<PAGE>
SERVICE LIST
------------
Maryanne Wilsbacher, Esq.
United States Trustee
221 N. Figueroa St., Suite 800
Los Angeles, CA 90012
Request for Special Notice
-----------------------------
Sandra W. Lavigna, Esq.
S.E.C.
5670 Wilshire Blvd., 11th Floor
Los Angeles, CA 90036
Robyn B. Sokol, Esq.
Robinson, Diamant & Brill, PC
1888 Century Park East, Suite 1500
Los Angeles, CA 90067
<PAGE>
UNITED STATES BANKRUPTCY COURT
CENTRAL DISTRICT OF CALIFORNIA
SAN FERNANDO VALLEY DIVISION
In re Bk. No. SV 99-10944-GM
DIGITAL TECHNOLOGIES MEDIA Chapter 11
GROUP, INC.
DEBTOR IN POSSESSION 10%
------------------------
Debtor. PROMISSORY NOTE
------------------------
I.D. No. 87-0269260
Debtor's address:
2660 Townsgate Rd.
Ste 725
Westlake Village, CA 91361
---------------------------
EXHIBIT
This promissory note (the "Note") is issued under and pursuant to the Order
(the "Order") of the Bankruptcy Court in the above-captioned case (the
"Bankruptcy Court") authorizing the undersigned, Digital Technologies, Inc.,
debtor and debtor in possession in the above-captioned case (the "Company"), to
obtain credit under Bankruptcy Code sections 364(b) and 364(f), and is intended
to evidence the indebtedness authorized by said Order to be incurred by the
undersigned, the Company.
NOW, THEREFORE, the undersigned, the Company, for value received, hereby
promises to pay _______________________________ (the "Holder") at the Holder's
principal place of business, in lawful money of the United States of America and
in immediately available or same day funds, the principal amount of _____
______________________________ ($_______), together with interest calculated on
a daily basis at a rate of ten percent (10%) per annum on the principal amount
remaining unpaid under this Note commencing from the date hereof until the
principal amount and all accrued interest under this Note shall be paid in full.
So long as the Company continues to operate under chapter 11 and the case is not
dismissed or converted to a chapter 7 liquidation, or a trustee of any kind is
not appointed to operate the Company's business or administer the Company's
<PAGE>
estate, all principal and accrued interest payable hereunder shall be due and
payable one year from the date said obligation is incurred, and no payments of
amounts owing under this Note shall be made until such time. In the event the
Company's chapter 11 case is dismissed or converted to a chapter 7 liquidation,
or a trustee of any kind is appointed to operate the Company's business or
administer the Company's estate or if the Debtor's First Amended Plan of
Reorganization is rejected and not confirmed, all obligations under this note
shall become immediately due and payable.
The Holder hereof shall not by any act or omission or commission be deemed
to waive any of its rights or remedies hereunder unless such waiver shall be in
writing and signed by the holder hereof, and then only to the extent
specifically set forth therein.
The obligations payable under this Note constitute priority claims pursuant
to Bankruptcy Code sections 364(b), having priority equal to other
administrative claims of the kind specified in Bankruptcy Code section 503(b)
and 507(a). The Company hereby covenants and agrees (i) not to encumber any
property of the estate with liens or security interests not in existence as of
the date of the Order and (ii) not to incur any indebtedness senior in priority
to the indebtedness represented by any of the notes issued or to be issued
pursuant to the Order.
This Note applies, inures to the benefit of, and binds the successors and
assigns of the Company and the Holder hereof.
The Holder hereof shall be unable to transfer this Note absent registration
of this Note under the Securities Act of 1933 and applicable state law, or
absent an exemption from such registration requirements. To the extent a
transfer is to be made pursuant to such an exemption, this Note is transferable
only on the Note Register of the Company, upon surrender of this Note for
transfer to the Note Registrar duly endorsed for transfer by the registered
Holder hereof or accompanied by a written instrument of transfer duly executed
by the registered Holder hereof (or its attorney-in-fact) in form satisfactory
to the Note Registrar. Upon such presentment to the Note Registrar for
transfer, one of more new Notes for the same aggregate principal amount will be
issued to the designated transferee or transferees.
<PAGE>
On or after the Effective Date of the Debtor's First Amended Plan of
Reorganization("Plan"), the Holder hereof may elect to convert this Note at a
ratio of four Units of Reorganized Debtor's Securities (as defined in the Plan)
per face value dollar owed under this Note. "Units of Reorganized Debtor's
Securities" are defined as follows under the Plan: Securities of the
Reorganized Debtor consisting of one (1) share of common stock of the
Reorganized Debtor and one (1) Class A warrant to purchase the Reorganized
Debtor's common stock. The Class A warrant shall allow the warrant holder to
purchase one (1) share of common stock of the Reorganized Debtor at a price of
$5.00 per share at any time within one (1) year from the Effective Date. Upon
the exercise of the Class A warrant, the warrant holder also shall receive one
(1) Class B warrant to purchase the Reorganized Debtor's common stock. The
terms of the Class B warrant shall be set by the board of directors of the
Reorganized Debtor subsequent to the Effective Date of the Plan.
This Note is made under, governed by, and to be construed in accordance
with, the laws of the State of California. The Company and the Holder hereof
hereby submit to the jurisdiction of the Bankruptcy Court, sitting without a
jury, to resolve any dispute arising under or related to this Note.
DATED: _____________ DIGITAL TECHNOLOGIES, INC.,
Debtor and Debtor in Possession
By:_________________________________
Ely Mandell
President
Attest:
________________________________
Corporate Secretary
Registered Note No. _______
<PAGE>
DATA ASSETS TO BE ACQUIRED
WAREHOUSE INVENTORY
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1MB READERS $ 532,438.00
2MB READERS 9,398.00
READERS WITHOUT CARDS 44,000.00
REPAIR READERS (NO CARDS) 2,004.00
LOADERS 43,220.00
LOADER CARDS 7,480.00
1 MB CARDS 175,544.00
COMPUTERS 400.00
OFF-SITE INVENTORY
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READERS VARIOUS CARDS, LOCATIONS 359,040.00
1 MEG READERS 4,002.00
2 MEG READERS 3,048.00
LOADERS AND CARDS 30,710.00
DATANET 1MB READERS 38,280.00
DATANET READERS WITHOUT CARDS 15,675.00
DATANET LOADERS 16,800.00
DATANET 2MB CARD 28,467.00
COMPUTERS 800.00
CONTRACTS (SEE ATTACHMENT FOR DETAILS) 39,217.00
TOTAL ASSETS: 1,350,723.00
