UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Internet Law Library, Inc.
(Name of Issuer)
Common Stock, par value $.001 per share
(Title of Class of Securities)
46058X 10 1
(CUSIP Number)
Jack I. Tompkins
Internet Law Library, Inc.
4301 Windfern Road
Houston, Texas 77041
(281) 600-6000
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and Communications)
April 12, 1999
(Date of Event which Requires Filing of this Statement)
If the person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(b)(3) or (4),
check the following box ___.
Note: Schedules filed in paper format shall include a signed
original and five copies of the Schedule, including all exhibits.
See Rule 13d-7(b) for other parties to whom copies are to be sent.
The information required on the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to
the liabilities of that section of the Act but shall be subject to
all other provisions of the Act (however, see the Notes).
SCHEDULE 13D
CUSIP No. 46058X 10 1
Page 2 of 7 pages
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mr. Jack I. Tompkins
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ___ (b) ___x
3
SEC USE ONLY
4
SOURCE OF FUNDS*
OO, PF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
6
CITIZENSHIP OR PLACE OR ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
2,905,000
8
SHARED VOTING POWER
0
9
SOLE DISPOSITIVE POWER
2,905,000
10
SHARED DISPOSITIVE POWER
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,905,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* ___
13
PERCENT OF CLASS REPRESENTED BY AMOUNT ROW (11)
12.2%
14
TYPE OF REPORTING PERSON
IN
ITEM 1. SECURITY AND ISSUER.
This statement relates to the common stock, par value $0.001 per
share (the "Issuer Common Stock"), of Internet Law Library, Inc.
(formerly known as Planet Resources, Inc.), a Delaware corporation
(the "Issuer"). The address of the principal executive offices of
the Issuer is 4301 Windfern Road, Houston, Texas 77041.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is being filed by Mr. Jack I. Tompkins, an
individual (the "Reporting Person"). The Reporting Person's
principal occupation is Chairman/CEO of iExalt, Inc., a Nevada
corporation. The Reporting Person's business address is 4301
Windfern Rd., Houston, Texas 77041.
The Reporting Person has not, during the last five years, been
(i) convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to
such laws.
The Reporting Person is a citizen of the United States.
The filing of this statement on Schedule 13D shall not be
construed as an admission that the Reporting Person is, for
purposes of Section 13(d) or 13(g) of the Securities Exchange Act
of 1934, the beneficial owner of any securities covered by this
statement.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Reporting Person acquired 875,000 shares of Issuer Common
Stock in exchange for 1,125,000 shares of common stock of iExalt,
Inc., then a Texas corporation ("iExalt"), on June 23, 1999. The
Reporting Person was also granted the option to purchase 1,000,000
shares of Issuer Common Stock on April 12, 1999.
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Person does not have any other plans which relate to
or would result in any of the items listed in paragraphs (a)
through (j) of Item 4 (although the Reporting Person reserves the
right to develop such plans or proposals). The Reporting Person
acquired the shares of Issuer Common Stock for investment
purposes. From time to time the Reporting Person may acquire
additional shares of Common Stock or dispose of some or all of the
shares of Issuer Common Stock that he owns.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The Reporting Person beneficially owns and has the sole power to
vote and dispose of 2,905,000 shares of Issuer Common Stock,
representing approximately 12.2% of the shares of Issuer Common
Stock outstanding.
On June 23, 1999, in a private transaction, the Reporting Person
exchanged 1,125,000 shares of common stock, $.001 per share par
value of iExalt for 875,000 shares of Issuer Common Stock, at a
price of $.001 per share of Issuer Common Stock, pursuant to a
Share Exchange Agreement dated as of June 23, 1999, between the
Reporting Person and Hunter M.A. Carr, the Chairman and Chief
Executive Officer of the Issuer.
On April 12, 1999, in a private transaction, the Reporting Person
received options to purchase 1,000,000 shares of Issuer Common
Stock, pursuant to an Option Agreement, dated as of April 12,
1999. The options were granted to the Reporting Person as
consideration for services to Issuer.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
As evidenced by Exhibit D hereto, the Reporting Person has options
to purchase 1,000,000 shares of Issuer Common Stock pursuant to an
Option Agreement. The options are exercisable at the price of
$3.00 per share of Issuer Common Stock. When the options were
granted, shares of Issuer Common Stock were trading at $.9687 per
share. The options expire on April 11, 2009.
Other than as described herein, there are no contracts,
arrangements, understandings or relationships among the Persons
named in Item 2 and between such persons and any other person with
respect to any securities of the Issuer, including, but not
limited to, the transfer or voting of any of the securities,
finder's fees, joint ventures, loan or option agreements, puts or
calls, guarantees of profits, division of profits or loss, or the
giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A Agreement and Plan of Reorganization
Exhibit B First Amendment to Agreement and Plan of
Reorganization
Exhibit C Share Exchange Agreement
Exhibit D Option Agreement
Signature
After reasonable inquiry and to the best of its knowledge and
belief, the undersigned certifies that the information set forth
in this statement is true, complete and correct.
October 6, 1999
/s/ Jack I. Tompkins
Name: Jack I. Tompkins
INDEX TO EXHIBITS
Exhibit A Agreement and Plan of Reorganization
(Filed on 4/2/99 with 8-K of Planet Resources, Inc.,
and incorporated here by reference)
Exhibit B First Amendment to Agreement and Plan of
Reorganization (attached)
Exhibit C Share Exchange Agreement (attached)
Exhibit D Option Agreement (attached)
EXHIBITS
Exhibit A Agreement and Plan of Reorganization
(Filed on 4/2/99 with 8-K of Planet Resources, Inc.,
and incorporated here by reference)
Exhibit B First Amendment to Agreement and Plan of
Reorganization
FIRST AMENDMENT TO AGREEMENT AND
PLAN OF REORGANIZATION
THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION (this
"Amendment"), is dated to be effective as of March 30, 1999,by and
among PLANET RESOURCES, INC., a Delaware corporation ("Planet"),
NATIONAL LAW LIBRARY, INC., a Texas corporation ("National") and
each of the undersigned stockholders of National (the
"Stockholders").
RECITALS
WHEREAS, Planet, National and the Stockholders entered into that
certain Agreement and Plan of Reorganization dated March 25, 1999
(the "Agreement"), pursuant to which National became a wholly
owned subsidiary of Planet on the terms described therein; and
WHEREAS, the parties to the Agreement desire to amend and modify
the Agreement as hereinafter set forth.
NOW, THEREFORE, BE IT RESOLVED, National, Planet and Stockholders
accordingly hereby amend the Agreement as described in this
Amendment.
IN CONSIDERATION of the foregoing recitals, the agreements
contained herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged,
National, Planet and Stockholders hereby agree as follows:
1. Amendment of Section 1 of the Agreement. Section 1 of the
Agreement is amended to read in its entirety as follows:
"Exchange of Shares. Planet and Stockholders agree that as of
March 30, 1999, (the "Closing Date") Stockholders will exchange
all of the issued and outstanding shares of common stock of
National (18,000,000 shares presently outstanding) for 6,000,000
shares (the "Shares") of Planet's common stock, $.001 par value
per share (the "Common Stock"). Planet and Stockholders further
agree, that, subject to Section 5(k) herein, as additional
consideration to Stockholders, Planet will deliver to Stockholders
an additional 12,000,000 shares (the "Additional Shares") of
Common Stock at such time when Planet has increased its authorized
shares of Common Stock from 10,000,000 shares to 30,000,000
shares."
2. Amendment of Section 2 of the Agreement. Section 2 of the
Agreement is amended to read in its entirety as follows:
"Delivery of Shares. On the Closing Date, Stockholders will
deliver to Planet the certificates representing all of the
outstanding shares of National's common stock, duly endorsed (or
with duly executed stock powers) so as to make Planet the sole
owner thereof, free and clear of all claims and encumbrances
except as specifically assumed by Planet.
Simultaneously, on the Closing Date, Planet will deliver the
certificates representing the Shares to Stockholders or their duly
authorized representative. In addition, pursuant to Section 5(k)
herein, Planet will deliver the certificates representing the
Additional Shares to Stockholders or their duly authorized
representative dated as of a date within 120 days from the Closing
Date."
3. Amendment of Section 4(a) of the Agreement. Section 4(a) of
the Agreement is amended to read in its entirety as follows:
"(i) Shares of Common Stock. The Shares to be delivered to
Stockholders at Closing will be valid and legally issued shares of
Common Stock, free and clear of all liens, encumbrances and
preemptive rights, and will be fully-paid and non-assessable
shares.
"(ii) The Additional Shares. The Additional Shares to be
delivered to Stockholders according to Section 5(k) herein, will
be valid and legally issued shares of Common Stock, free and clear
of all liens, encumbrances and preemptive rights, and will be
fully-paid and non-assessable shares."
4. Amendment of Section 4(j) of the Agreement. Section 4(j) of
the Agreement is amended to read in its entirety as follows:
"Capitalization. As of the date of this Agreement, the
capitalization of Planet consists of authorized common stock of
10,000,000 shares, of which 4,000,000 shares are outstanding.
However, on the Closing Date, after giving effect to the reverse
stock split referred to in Section 5(k) herein, 2,000,000 shares
of Common Stock will be outstanding. All of the Shares have been
duly authorized, validly issued, and are fully-paid and non-
assessable, and the Shares were issued in compliance will all
applicable federal and state securities laws. Except for the
shares of Common Stock owned by the stockholders of Planet as of
March 25, 1999, and the further issuance of securities referred to
in and contemplated by this Agreement, there are no outstanding or
presently authorized securities, warrants, preemptive rights,
subscription rights, options or related commitments of any nature
to issue any securities of Planet."
5. Addition of Section 5(k) of the Agreement. There is added a
Section 5(k) of the Agreement, to read in its entirety as follows:
"(k) Reverse Stock Split and Additional Shares. Planet expressly
agrees and covenants that:
"(1) on or before the Closing Date, Planet will cause a
reverse stock split to occur, pursuant to which, as of the Closing
Date, prior to giving effect to the transactions reflected in this
Agreement, 2,000,000 shares of Common Stock will be outstanding;
"(2) as soon as practicable, and, in any event, within 120
days from the Closing Date, the Additional Shares will be
authorized, validly issued, and will be fully paid and
non-assessable, and all such shares will be issued to Stockholders
in compliance will all applicable federal and state securities
laws;
"(3) it will deliver certificates representing the Additional
Shares to Stockholders as soon as practicable, and, in any event,
within 120 days from the Closing Date, after Planet has filed a
Certificate of Amendment to its Certificate of Incorporation with
the State of Delaware increasing Planet's authorized Common Stock
from 10,000,000 shares to 30,000,000 shares; and
"(4) except for the issuance of securities referred to in and
contemplated by this Agreement, there will be no outstanding or
authorized securities, warrants, preemptive rights, subscription
rights, options or related commitments of any nature to issue any
of Planet's securities."
6. Amendment of Section 6 of the Agreement. Section 6 of the
Agreement is amended to read in its entirety as follows:
"Closing. The Closing (the "Closing") shall take place on the
Closing Date. The Closing shall take place at the offices of
Sonfield & Sonfield, 770 South Post Oak Lane, Suite 435, Houston,
Texas 77056, or at such place as may be mutually agreed upon by
the parties."
7. Terms of Agreement. Except as expressly amended by this
Amendment, the Agreement is and shall be unchanged and continue in
full force and effect.
8. Effect of Amendment. The Agreement and any and all other
documents heretofore, now or hereafter executed and delivered
pursuant to the terms of the Agreement are hereby amended so that
any reference to the Agreement in the Agreement or the other
documents shall mean a reference to the Agreement as amended
hereby.
9. Reaffirmation. Each of Planet, National and the Stockholders
hereby represent and warrant to each other that:
(a) the execution, delivery and performance of this Amendment and
any and all other loan documents executed and delivered in
connection with this Amendment have been authorized by all
requisite corporate action on the part of Planet and National and
will not violate the articles of incorporation (or other charter
documents) or bylaws of any of Planet and National; and
(b) the representations and warranties contained in the
Agreement, as amended hereby, are true and correct on and as of
the date hereof as though made on and as of the date hereof; and
(c) each of Planet, National and Stockholders is in full
compliance with all covenants and agreements contained in the
Agreement, as amended hereby.
10. Enforceability. Planet, National and Stockholders hereby
represent and warrant to each other that, as of the date of this
Amendment, the Agreement and all documents and instruments
executed in connection therewith are in full force and effect and
that there are no claims, counterclaims, offsets or defenses to
any of such documents or instruments.
11. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY THE
LAWS OF DELAWARE.
12. Multiple Counterparts, Etc. This Amendment may be executed in
a number of identical separate counterparts, each of which for all
purposes is to be deemed an original, but all of which shall
constitute, collectively, one agreement. No party to this
Amendment shall be bound hereby until a counterpart of this
Amendment has been executed by all parties hereto. Any party to
this Amendment may submit their signature hereto by facsimile,
provided, however, that each of Planet and National receive an
originally executed signature of each Stockholder within one week
of each Stockholder's receipt of this Agreement. References herein
to "including" mean "including, without limitation."
13. OTHER AGREEMENTS. THE WRITTEN AGREEMENT, AS AMENDED BY
THIS AMENDMENT, REPRESENTS THE FINAL AGREEMENT AMONG THE
PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE
PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE
PARTIES.
[The remainder of this page is intentionally left blank.]
THIS AMENDMENT is executed and effective as of the date first
written above.
PLANET: PLANET RESOURCES, INC.,
a Delaware corporation
By: /s/ A. W. Dugan
Name: A. W. Dugan
Title: President
NATIONAL: NATIONAL LAW LIBRARY, INC.,
a Texas corporation
By: /s/ Hunter M. A. Carr
Name: Hunter M.A. Carr
Title: President
STOCKHOLDERS: THE STOCKHOLDERS OF
NATIONAL LAW LIBRARY, INC.
By: /s/ Hunter M. A. Carr
Name: Hunter M.A. Carr
Title: Attorney in Fact for each Stockholder
Exhibit C Share Exchange Agreement
SHARE EXCHANGE AGREEMENT
dated as of June 23, 1999
THIS SHARE EXCHANGE AGREEMENT (this "Agreement") dated as of June
23, 1999 (the "Effective Date") by and among Jack I. Tompkins,
("Tompkins"), an individual residing in the State of Texas and a
25 percent shareholder of iExalt Inc., a Texas corporation
("iExalt"), and Hunter M.A. Carr ("Carr"), an individual residing
in the State of Texas and the majority shareholder of Planet
Resources, Inc. ("Planet").
WITNESSETH
WHEREAS, Tompkins owns, beneficially and of record, 3,750,000
shares of common stock of iExalt, par value $.001 per share, which
represents twenty-five percent (25%) of the issued and outstanding
capital stock of iExalt ("iExalt Stock");
WHEREAS, Carr owns, beneficially and of record, 15,477,500 shares
of common stock of Planet, par value $.001 per share, which
represents sixty-four and a half percent (64.5%) of the issued and
outstanding capital stock of Planet ("Planet Stock");
WHEREAS, Tompkins desires, for investment purposes, to purchase
shares of Planet Stock, and Carr desires, for investment purposes,
to purchase shares of iExalt Stock;
WHEREAS, Tompkins has conducted arms-length negotiations with Carr
for the purpose of purchasing shares of Planet Stock;
WHEREAS, Carr has conducted arms-length negotiations with Tompkins
for the purpose of purchasing shares of iExalt Stock;
WHEREAS, Tompkins and Carr agree that the best way to give effect
to their desire to acquire shares of Planet Stock and iExalt
Stock, respectively, is to exchange the iExalt Shares (as defined
herein) for the Planet Shares (as defined herein);
WHEREAS, the Planet Shares are being offered to Tompkins pursuant
to a privately negotiated transaction not including a public
offering of Planet Stock, pursuant to a private resale exemption
from the registration requirements of the Securities Act of 1933,
as amended (the "Securities Act"), commonly referred to as the
"Section 4(1-1/2) Exemption"; and
WHEREAS, the iExalt Shares are being offered to Carr pursuant to a
privately negotiated transaction not including a public offering
of iExalt Stock, pursuant to the Section 4(1-1/2) Exemption.
NOW, THEREFORE, in consideration of the foregoing recitals and of
the mutual representations, warranties and covenants contained in
this Agreement, Tompkins and Carr do hereby agree as follows:
1. Exchange of Shares.
(a) Conveyance of the Planet Shares. Subject to the terms and
conditions hereof, Tompkins hereby irrevocably agrees to purchase
from Carr, Eight Hundred Seventy-Five Thousand (875,000) shares of
Planet Stock (the "Planet Shares"). As full payment for the Planet
Shares, Tompkins agrees to tender to Carr the iExalt Shares as
more fully set forth in Section 1(b)hereinafter.
(b) Conveyance of the iExalt Shares. Subject to the terms and
conditions hereof, Carr hereby irrevocably agrees to purchase from
Tompkins, One Million One Hundred Twenty-Five Thousand (1,125,000)
shares of iExalt Stock (the "iExalt Shares"). As full payment for
the iExalt Shares, Carr agrees to tender to Tompkins the Planet
Shares, pursuant to Section 1(a) hereinabove.
2. Representations and Warranties.
(a) Representations and Warranties of Carr. Carr represents and
warrants to Tompkins that:
(i) Carr is an "accredited investor" as defined in Rule 501(a)
under the Securities Act. Carr has completed an Accredited
Investor Questionnaire, a copy of which is attached hereto as
Exhibit A;
(ii) Carr has knowledge and experience in financial and business
matters so as to be capable of evaluating the merits and risks of,
and protecting his own interest in connection with, investing in
the iExalt Shares. To the extent necessary, Carr has retained, at
his own expense, and relied upon, appropriate professional advice
regarding the investment, tax and legal merits and consequences of
this Agreement and owning the iExalt Shares. If Carr has not done
so, such decision was at Carr's sole discretion;
(iii) Carr received or had access to all information that he
considers necessary or advisable to enable him to make an informed
decision concerning the iExalt Shares and Carr has had an
opportunity to ask questions of and receive answers from Tompkins,
iExalt or its designated representative concerning the terms and
conditions of this investment, and all such questions, if any,
have been answered to the full satisfaction of Carr;
(iv) Carr understands and acknowledges that: (1) the iExalt Shares
have not been registered for public sale under the Securities Act
or the securities laws of any state, on the grounds that the
offering and sale of the iExalt Shares are exempt pursuant to the
Section 4(1-1/2) Exemption, which depends in part upon the
investment intent of Carr;(2) Tompkins' reliance upon such
exemption is, in part, predicated upon Carr's representations and
agreements set forth in this Agreement for the purpose of
determining whether this transaction meets the requirements for
the Section 4(1-1/2) Exemption; and(3) the iExalt Shares have not
been approved or disapproved by the Securities and Exchange
Commission or any other federal or state agency; (v) Carr has
adequate means of providing for his current needs and possible
personal contingencies and he has no need for liquidity of his
investment in the iExalt Shares; (vi) Carr is acquiring the iExalt
Shares purchased herein for his own account and not for the
interest of any other person, for investment purposes only, and
not with a view to, or for offer or resale in connection with, any
distribution or public offering thereof within the meaning of the
United States securities laws, in whole or in part, and is aware
of the following:
(A) iExalt has a limited financial and operating history;
(B) The iExalt Shares are speculative investments
and involve a substantial degree of risk that could
result in the loss of Carr's entire investment in
iExalt;
(C) The iExalt Shares have not and will not be
registered under the Securities Act and neither
Tompkins nor iExalt have any obligation to register the
iExalt Shares under the Securities Act nor does Carr
have any right to cause Tompkins or iExalt to register
the iExalt Shares under the Securities Act. Carr will
not be able to dispose of the iExalt Shares unless the
iExalt Shares are registered under the Securities Act,
or an exemption from registration under the Securities
Act and any applicable state securities laws is
available. Accordingly, it may not be possible for Carr
to liquidate his investment in iExalt; and
(D) Neither Tompkins nor iExalt have made any
representation or warranty to Carr that an investment
in iExalt will result in economic gain or that such
investment will not result in economic loss for Carr;
(vii)(1) Carr owns of record and beneficially and
has good and marketable title to the Planet Shares,
free and clear of any and all Liens (as defined
herein);(2) the Planet Shares have been duly authorized,
validly issued, and are fully paid and non-assessable;
and(3) Carr has the right to vote the Planet Shares on
any matters as to which any shares of the Planet Stock
are entitled to be voted under the laws of the State of
Delaware and Planet's certificate of incorporation and
bylaws, free of any right of any other person. As of
the Effective Date, Tompkins shall acquire good and
marketable title to the Planet Shares free and clear of
any Lien. The term "Liens" includes any lien, pledge,
claim, charge, security interest or other encumbrance,
option, defect or other rights of any third person of
any nature whatsoever.
(b) Representations and Warranties of Tompkins
(i) Tompkins is an "accredited investor" as
defined in Rule 501(a) under the Securities Act.
Tompkins has completed an Accredited Investor
Questionnaire, a copy of which is attached hereto as
Exhibit B.
(ii) Tompkins has knowledge and experience in
financial and business matters so as to be capable of
evaluating the merits and risks of, and protecting his
own interest in connection with, investing in the
Planet Shares. To the extent necessary, Tompkins has
retained, at his own expense, and relied upon,
appropriate professional advice regarding the
investment, tax and legal merits and consequences of
this Agreement and owning the Planet Shares. If
Tompkins has not done so, such decision was at
Tompkins' sole discretion.
(iii)Tompkins received or had access to all
information that he considers necessary or advisable to
enable him to make an informed decision concerning the
Planet Shares and Tompkins has had an opportunity to
ask questions of and receive answers from Carr, Planet
or its designated representative concerning the terms
and conditions of this investment, and all such
questions, if any, have been answered to the full
satisfaction of Tompkins;
(iv) Tompkins understands and acknowledges
that:(1) the Planet Shares have not been registered for
public sale under the Securities Act or the securities
laws of any state, on the grounds that the offering and
sale of the Planet Shares are exempt pursuant to the
Section 4(1-1/2) Exemption, which depends in part upon the
investment intent of Tompkins;(2) Carr's reliance upon
such exemption is, in part, predicated upon Tompkins'
representations and agreements set forth in this
Agreement for the purpose of determining whether this
transaction meets the requirements for the Section
4(1-1/2) Exemption; and(3) the Planet Shares have not been
approved or disapproved by the Securities and Exchange
Commission or any other federal or state agency;
(v) Tompkins has adequate means of providing
for his current needs and possible personal
contingencies and he has no need for liquidity of his
investment in the Planet Shares;
(vi) Tompkins is acquiring the Planet Shares
purchased herein for his own account and not for the
interest of any other person, for investment purposes
only, and not with a view to, or for offer or resale in
connection with, any distribution or public offering
thereof within the meaning of the United States
securities laws, in whole or in part, and is aware of
the following:
(A) Planet has a limited financial and
operating history;
(B) The Planet Shares are speculative
investments and involve a substantial degree of risk
that could result in the loss of Tompkins' entire
investment in Planet;
(C) The Planet Shares have not been and will
not be registered under the Securities Act and neither
Carr nor Planet have any obligation to register the
Planet Shares under the Securities Act nor does
Tompkins have any right to cause Carr or Planet to
register the Planet Shares under the Securities Act.
Tompkins will not be able to dispose of the Planet
Shares unless the Planet Shares are registered under
the Securities Act, or an exemption from registration
under the Securities Act and any applicable state
securities laws is available. Accordingly, it may not
be possible for Tompkins to liquidate his investment in
Planet; and
(D) Neither Carr nor Planet have made any
representation or warranty to Tompkins that an
investment in Planet will result in economic gain or
that such investment will not result in economic loss
for Tompkins; and
(vii)(1) Tompkins owns of record and
beneficially and has good and marketable title to the
iExalt Shares, free and clear of any and all Liens;(2)
the iExalt Shares have been duly authorized, validly
issued, and are fully paid and non-assessable; and(3)
Tompkins has the right to vote the iExalt Shares on any
matters as to which any shares of iExalt Stock are
entitled to be voted under the laws of the State of
Texas and iExalt's articles of incorporation and
bylaws, free of any right of any other person. As of
the Effective Date, Carr shall acquire good and
marketable title to the iExalt Shares free and clear of
any Lien.
3. Indemnification.
(a) Indemnification by Carr. Carr hereby agrees
to defend and indemnify Tompkins from and against any
and all claims, demands, damages, costs or expenses
(including, without limitation, attorneys' fees)
arising out of or relating to the breach by Carr of his
representations and warranties contained in this
Agreement.
(b) Indemnification by Tompkins. Tompkins hereby
agrees to defend and indemnify Carr from and against
any and all claims, demands, damages, costs or expenses
(including, without limitation, attorneys' fees)
arising out of or relating to the breach by Tompkins of
his representations and warranties contained in this
Agreement.
4.Restrictive Legends. Carr and Tompkins each
understand and agree that the following restrictions
and limitations are applicable to their purchase and
any resale or other transfer they may make of the
iExalt Shares and Planet Shares, respectively:
(a) The iExalt Shares and the Planet Shares shall
not be sold or otherwise transferred unless they are
registered under the Securities Act and applicable
state securities laws or are exempt therefrom.
(b) A legend in substantially the following form
will be placed on each certificate evidencing the
iExalt Shares and the Planet Shares:
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD,
OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE
ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH
RESPECT TO THE SECURITIES UNDER SUCH ACT UNLESS SOLD
PURSUANT TO RULE 144 OF SUCH ACT OR AN OPINION OF
COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH
REGISTRATION IS NOT REQUIRED.
(c) The certificates evidencing the iExalt Shares
and the Planet Shares shall also bear any legend
required pursuant to any federal, state, local or
foreign law governing the iExalt Shares and the Planet
Shares.
5. General Provisions.
(a) Survival. The representations and
warranties provided in this Agreement shall survive
indefinitely the Effective Date.
(b) Entire Agreement. This Agreement
constitutes the entire agreement of the parties hereto
with respect to the subject matter hereof and
supersedes any and all prior oral or written, formal or
informal agreements with respect to the subject matter
hereof. No modification or amendment of this Agreement
shall be valid unless in writing and executed by each
of the parties hereto.
(c) Counterparts. This Agreement may be executed
by the parties hereto in separate counterparts, each of
which when so executed and delivered shall be an
original, but all such counterparts shall together
constitute one and the same instrument.
(d) Governing Law; Severability. This Agreement
shall be governed by and construed in accordance with
the internal laws of the State of Texas, without giving
effect to any choice of law or conflict of law
provision thereof. Should any clause, section or part
of this Agreement be held or declared to be void or
illegal for any reason, all other clauses, sections or
parts of this Agreement shall nevertheless continue in
full force and effect.
(e) Further Assurances. Each of the parties
hereto hereby agrees to execute such further
documentation and perform such further actions as may
be reasonably requested by the other to evidence and
effectuate further the purposes and intents set forth
in this Agreement.
(f) Assignment. This Agreement shall be binding
upon and inure to the benefit of the parties hereto and
their respective successors and permitted assigns.
Neither this Agreement nor any rights or obligations
hereunder shall be assignable by any party hereto
without the prior written consent of the other parties
hereto.
6. Construction. The parties hereto acknowledge
that the parties and their counsel have reviewed and
revised this Agreement and that the normal rule of
legal construction, to the effect that any ambiguities
are to be resolved against the drafting party, will not
be employed in the interpretation of this Agreement. To
the extent any party hereto has not retained and relied
upon appropriate professional advice regarding the
investment, tax and legal merits and consequences of
this Agreement, such decision was at such party's sole
discretion.
7. Expenses. Tompkins and iExalt, on the one
hand, and Carr and Planet, on the other hand, shall be
solely responsible for their respective costs and
expenses incurred in connection with the transactions
contemplated hereby.
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blank.]
IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be duly executed as of the date first
above written.
TOMPKINS:
By: /s/ Jack I. Tompkins
Name: Jack I. Tompkins
CARR:
By: /s/ Hunter M. A. Carr
Name: Hunter M.A. Carr
EXHIBIT A (TO SHARE EXCHANGE AGREEMENT)
ACCREDITED INVESTOR CERTIFICATE
The undersigned Investor hereby certifies that it
is an Accredited Investor as that term is defined in
Regulation D adopted pursuant to the Securities Act of
1933. The specific category(s) of Accredited Investor
applicable to the undersigned is checked below.
x____ a. any natural person whose individual net
worth, or joint net worth with that person's spouse, at
the time of his purchase exceeds $1,000,000;
____ b. any natural person who had an individual
income in excess of $200,000 in each of the two most
recent years or joint income with that person's spouse
in excess of $300,000 and has a reasonable expectation
of reaching the same income level in the current year;
____c. any bank as defined in section 3(a)(2) of
the Securities Act of 1933, as amended (the "Act"), or
any savings and loan association or other institution
as defined in section 3(a)(5)(A) of the Act, whether
acting in its individual or fiduciary capacity; any
broker or dealer registered pursuant to section 15 of
the Securities Exchange Act of 1934; any insurance
company as defined in section 2(13) of the Act; any
investment company registered under the Investment
Company Act of 1940 (the "1940 Act") or a business
development company as defined in section 2(a)(48) of
the 1940 Act; any Small Business Investment Company
licensed by the U.S. Small Business Administration
under section 301(c) or (d) of the Small Business
Investment Act of 1958; any plan established and
maintained by a state, its political subdivisions for
the benefit of its employees, if such plan has total
assets in excess of $5,000,000; any employee benefit
plan within the meaning of the Employee Retirement
Income Security Act of 1974 ("ERISA"), if the
investment decision is made by a plan fiduciary, as
defined in section 3(21) of ERISA, which is either a
bank, savings and loan association, insurance company,
or registered investment adviser, or if the employee
benefit plan has total assets in excess of $5,000,000;
or, if a self-directed plan, with investment decisions
made solely by persons that are accredited investors;
____ d. any private business development company
as defined in section 202(a)(22) of the Investment
Advisers Act of 1940;
____ e. any organization described in section
501(c)(3) of the Internal Revenue Code, corporation,
Massachusetts or similar business trust, or
partnership, not formed for the specific purpose of
acquiring the securities offered, with total assets in
excess of $5,000,000;
____ f. any director, executive officer, or
general partner of the Company;
____ g. any entity in which all of the equity
owners are accredited investors; or
____ h. any trust, with total assets in excess of
$5,000,000, not formed for the specific purpose of
acquiring the securities offered, whose purchase is
directed by a sophisticated person as described in
section 230.506(b)(2)(ii) of Regulation D under the
Act.
IN WITNESS WHEREOF, the undersigned has executed
this Accredited Investor Certificate as of the 23rd day
of June, 1999.
By: /s/ Hunter M. A. Carr
Name: Hunter M.A. Carr
EXHIBIT B (TO SHARE EXCHANGE AGREEMENT)
ACCREDITED INVESTOR CERTIFICATE
The undersigned Investor hereby certifies that it
is an Accredited Investor as that term is defined in
Regulation D adopted pursuant to the Securities Act of
1933. The specific category(s) of Accredited Investor
applicable to the undersigned is checked below.
x____ a. any natural person whose individual net
worth, or joint net worth with that person's spouse, at
the time of his purchase exceeds $1,000,000;
____ b. any natural person who had an individual
income in excess of $200,000 in each of the two most
recent years or joint income with that person's spouse
in excess of $300,000 and has a reasonable expectation
of reaching the same income level in the current year;
____ c. any bank as defined in section 3(a)(2) of
the Securities Act of 1933, as amended (the "Act"), or
any savings and loan association or other institution
as defined in section 3(a)(5)(A) of the Act, whether
acting in its individual or fiduciary capacity; any
broker or dealer registered pursuant to section 15 of
the Securities Exchange Act of 1934; any insurance
company as defined in section 2(13) of the Act; any
investment company registered under the Investment
Company Act of 1940 (the "1940 Act") or a business
development company as defined in section 2(a)(48) of
the 1940 Act; any Small Business Investment Company
licensed by the U.S. Small Business Administration
under section 301(c) or (d) of the Small Business
Investment Act of 1958; any plan established and
maintained by a state, its political subdivisions for
the benefit of its employees, if such plan has total
assets in excess of $5,000,000; any employee benefit
plan within the meaning of the Employee Retirement
Income Security Act of 1974 ("ERISA"), if the
investment decision is made by a plan fiduciary, as
defined in section 3(21) of ERISA, which is either a
bank, savings and loan association, insurance company,
or registered investment adviser, or if the employee
benefit plan has total assets in excess of $5,000,000;
or, if a self-directed plan, with investment decisions
made solely by persons that are accredited investors;
____ d. any private business development company
as defined in section 202(a)(22) of the Investment
Advisers Act of 1940;
____ e. any organization described in section
501(c)(3) of the Internal Revenue Code, corporation,
Massachusetts or similar business trust, or
partnership, not formed for the specific purpose of
acquiring the securities offered, with total assets in
excess of $5,000,000;
____ f. any director, executive officer, or
general partner of the Company;
____g. any entity in which all of the equity
owners are accredited investors; or
____ h. any trust, with total assets in excess of
$5,000,000, not formed for the specific purpose of
acquiring the securities offered, whose purchase is
directed by a sophisticated person as described in
section 230.506(b)(2)(ii) of Regulation D under the
Act.
IN WITNESS WHEREOF, the undersigned has executed
this Accredited Investor Certificate as of the 23rd day
of June, 1999.
By: /s/ Jack I. Tompkins
Name: Jack I. Tompkins
Exhibit D Option Agreement
STOCK OPTION AGREEMENT
PLANET RESOURCES, INC.
This Agreement, dated as of April 12, 1999 (the "Agreement Date"),
is between Planet Resources, Inc., a Delaware corporation
("Company") and Jack I. Tompkins ("Optionee").
RECITALS
WHEREAS, Optionee has provided valuable consulting services to
Company; and
WHEREAS, Company desires to compensate Optionee for those
services by granting to Optionee an option (the "Option") to
purchase shares of Company's common stock (the "Common Stock"),
subject to the terms and conditions herein set forth; and
WHEREAS, the Company's Board of Directors approved the grant
of the Option to the Optionee during a meeting of its Board of
Directors on April 12, 1999.
NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the
parties
hereto agree as follows:
1. Grant of Option. Company hereby grants to Optionee an
option (the "Option") to purchase a total of one million
(1,000,000)
shares of Common Stock, subject to the terms and conditions herein
set forth. Optionee hereby accepts the Option from Company.
2. Vesting; Exercise; Termination. The vesting period,
exercise, and termination of the option shall be determined in
accordance with the following provisions:
A. Vesting. The Option shall be fully vested as of
the Agreement Date. Options may be exercised in whole or in part.
Each exercise of an Option, or any part thereof, shall be
evidenced by a notice in writing to Company as provided in
paragraph 2.B.
B. Manner and Time of Exercise. During the exercise
period specified in paragraph 2.A above, Optionee shall have the
right to exercise the Option to purchase shares of Common Stock.
To the extent vested, the Option may be exercised by Optionee's
delivery to Company of (i) written notice stating Optionee's
intent to exercise some or all of the Option; and (ii) payment of
the Exercise Price in cash or by certified or cashier's check. The
notice delivered to Company shall (i) be signed by Optionee; (ii)
state the number of shares for which the Option is being
exercised; and (iii) state the Optionee's address and Social
Security number. If the Option is exercised in full, Optionee will
surrender this Agreement to Company for cancellation. The Option
may not be exercised for a fractional number of shares.
C. Termination. This Agreement shall expire, and any
unexercised Options shall be forfeited, on April 11, 2009.
3. Exercise Price. The price per share of Common Stock
payable by Optionee to Company upon exercise of the Option (the
"Exercise Price") shall be three dollars ($3.00) per share.
4. Transfer of Option. No Option granted pursuant to this
Agreement shall be transferable by Optionee otherwise than by will
or the laws of descent and distribution. During the lifetime of
Optionee, the Option shall be exercisable only by Optionee. Any
attempted assignment, transfer, pledge, hypothecation, or other
disposition of an Option contrary to the provisions hereof, or the
levy of any execution, attachment or similar process upon an
Option, shall be null, void, and without effect. In addition,
Optionee acknowledges that the transfer of any shares of Common
Stock issuable upon exercise of the Option may be subject to the
provisions of any stockholders agreement among Company and certain
of its stockholders, and may be further restricted by the Bylaws
of Company as they may be amended from time to time.
5. Nonguarantee of Employment. Nothing in this Agreement
shall confer upon Optionee any right to continue in the employ of
Company or interfere in any way with the right of Company to
terminate Optionee's employment relationship at any time.
6. Changes in Capital Structure. If there is (i) any change
in the capital structure of Company through merger, consolidation,
reorganization or otherwise, or (ii) any stock dividend, stock
split or combination of shares, then the number and the Exercise
Price of the shares of Common Stock with respect to which an
Option has been granted hereunder may be proportionately adjusted
by the Board of Directors as it deems equitable, in its absolute
discretion, to prevent dilution or enlargement of the rights of
Optionee. The issuance of Common Stock, warrants, or options shall
not be considered a change in Company's capital structure. No
adjustment provided for in this paragraph 6 shall require the
issuance of any fractional shares.
7. Certain Legal Restrictions.
A. No Obligation to Sell or Issue Common Stock. Company
will not be obligated to sell or issue any shares of Common Stock
unless the issuance and delivery of such shares complies with all
relevant provisions of law and other legal requirements.
B. Conditions to Exercise. As a condition to the exercise
of the Option, Company may require Optionee to make such
representations and warranties as may be necessary to assure the
availability of an exemption from the registration requirements of
applicable federal or state securities laws.
C. No Registration Right. Company will have no obligation
to Optionee, express or implied, to list, register or otherwise
qualify any of Optionee's shares of Common Stock.
D. Transfer Restrictions. At Company's option, the
certificate evidencing shares of Common Stock issued to Optionee
will bear appropriate legends restricting transfer under
applicable law. The shares of Common Stock issued upon the
exercise of the Option may not be transferred except in accordance
with applicable federal or state securities laws, and in
accordance with the Bylaws of Company as they may be amended from
time to time.
8. Nonqualified Option. This Option is intended to be a
non-qualified stock option under applicable tax laws, and it is
not to be characterized or treated as an incentive stock option
under Section 422 of the Internal Revenue Code of 1986, as
amended.
9. Rights as Stockholder. Neither Optionee nor any person
claiming under or through Optionee will have any of the rights or
privileges of a stockholder of Company in respect of any of the
shares of Common Stock issuable upon exercise of the Option unless
and until certificates representing such shares have been issued
and delivered.
10. Representations of Optionee. Optionee hereby represents
and warrants to Company that, if the Option is exercised, the
shares of Common Stock shall be acquired: (i) solely for
Optionee's own account; (ii) for investment purposes only; and
(iii) not with a view to the distribution or resale thereof.
11. Notice. Any notice hereunder must be in writing and will
be deemed to have been duly given when delivered (i) personally;
(ii) by overnight delivery service; (iii) facsimile transmission;
or (iv) by United States mail, addressed to the party notified,
postage prepaid and registered or certified, return receipt
requested. Notice by delivery service, facsimile, or mail shall be
effective when received by the party to be notified. For purposes
of notice, the addresses of the parties are: (i) Company at its
principal office, or (ii) Optionee at his address in the records
of Company.
12. Tax Withholding. Company may take such steps as it deems
necessary or desirable for the withholding of any taxes that it is
required by law or regulation to withhold in connection with any
of the shares of Common Stock subject hereto, including requiring
Optionee to pay to Company the amount of any tax before Company
issues any shares pursuant to this Agreement.
13. Governing Law. This Agreement will be governed by and
construed in accordance with the laws of the State of Texas, other
than with respect to choice of laws rules and principles. Optionee
consents to personal jurisdiction in any action brought in any
court, federal or state, within the State of Texas having subject
matter jurisdiction in the matter.
14. Entire Agreement. This Agreement is the complete
agreement and understanding between the parties with respect to
the subject matter hereof and supersedes and preempts any prior
understandings, agreements or representations, either oral or
written, between the parties that may have related to the subject
matter hereof in any way. No change or modification of this
Agreement shall be valid or binding on the parties hereto, nor
shall any wavier of any term or condition in the future be so
binding, unless such change or modification or wavier shall be in
writing and signed by the parties hereto.
15. Severability. In the event any provision of this
Agreement is held to be unenforceable for any reason, the
unenforceability thereof will not affect the remainder of the
Agreement, which shall remain in full force and effect and
enforceable in accordance with its terms. However, if any
provision of this Agreement is held to be unenforceable and such
unenforceability shall substantially alter this Agreement or
change the intent and/or effect hereof, the parties hereby agree
to amend and/or modify this Agreement sufficiently to restore the
original intended effect or, as close thereto as possible.
16. Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, Company and Optionee have duly executed
and delivered this Agreement to be effective as of the Agreement
Date.
PLANET RESOURCES, INC. OPTIONEE
/s/ Hunter M. A. Carr /s/ Jack I. Tompkins
By: Hunter M. A. Carr Jack I. Tompkins
Title: President
