Recission & Settlement Agreement
This Recission Agreement (the "Agreement") is made and entered into by
and among AmeriNet Group.com, Inc., a publicly held Delaware corporation with a
class of securities registered under Section 12(g) of the Exchange Act
("AmeriNet"), Vista Vacations International, Inc., a Florida corporation ("Vista
Vacations"), Teri Nadler, Scott Ugell, Jean Hickman, Ken & Carol Nelson, Alicia
Torrealba, Karyn McKnight and Nellie Tippery (collectively the "Vista
Individuals").
Preamble:
WHEREAS, on March 12, 2000 AmeriNet and Vista Vacations participated in
a reorganization pursuant to Code Section 368(a)(2)(D), pursuant to which Vista
Vacations became a wholly owned subsidiary of AmeriNet and all of Vista
Vacation's capital stock, being 1,265 shares of common stock were exchanged for
220,000 shares of AmeriNet common which were to be issued to the Vista
Individuals other than Nellie Tippery; and
WHEREAS, pursuant to the reorganization, AmeriNet was also to issue
66,667 shares of AmeriNet common stock to Nellie Tippery, a creditor of Vista
Vacations; and,
WHEREAS, AmeriNet has loaned Vista Vacations $135,000 in expansion and
operating funds since the reorganization (the "AmeriNet Loans"); and,
WHEREAS, disagreements have arisen between AmeriNet and Vista Vacations
such that the parties believe that it is their mutual best interest to rescind
the reorganization ,and,
WHEREAS, AmeriNet has elected to acquire 20% of the issued and
outstanding stock of Vista Vacations in exchange for the discharge of the
AmeriNet Loans,
NOW, THEREFORE, in consideration of the covenants, promises and
representations set forth herein, and for other good and valuable consideration,
the Parties, intending to be legally bound, hereby agree as follows:
Witnesseth:
Article I
Definitions
The following terms or phrases, as used in this Agreement, shall have
the following meanings:
(A) Accredited Investor:
An investor that meets the requirements for treatment as an
accredited investor, as defined in Rule 501(a) of Commission
Regulation D, which provides as follows:
Accredited investor. "Accredited investor" shall mean any person
who comes within any of the following categories, or who the
issuer reasonably believes comes within any of the following
categories, at the time of the sale of the securities to that
person:
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(1) Any bank as defined in section 3(a)(2) of 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 or a business development
company as defined in section 2(a)(48) of that Act; 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, or
any agency or instrumentality of a state or its political
subdivisions for the benefit of its employees, if such plan
has total assets in excess of $5,000,000; employee benefit
plan within the meaning of the Employee Retirement Income
Security Act of 1974 if the investment decision is made by a
plan fiduciary, as defined in section 3(21) of such Act,
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;
(2) Any private business development company as defined in
section 202(a)(22) of the Investment Advisers Act of 1940;
(3) 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;
(4) Any director, executive officer, or general partner of the
issuer of the securities being offered or sold, or any
director, executive officer, or general partner of a general
partner of that issuer;
(5) 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;
(6) 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 in
each of those years and has a reasonable expectation of
reaching the same income level in the current year;
(7) 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 ss.230.506(b)(2)(ii); and
(8) Any entity in which all of the equity owners are accredited
investors.
(B)(1) Closing: The effectuation of the transactions called for by this
Agreement, including exchange of securities, execution of
instruments, stock certificates, stock powers, releases and
other documents.
(2)Closing Date: The date on which the Closing takes place.
(C) Code: The Internal Revenue Code of 1986, as amended.
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(D) Commission: The United States Securities and Exchange Commission
(E) EDGAR: The Commission's electronic data gathering and retrieval
system accessible by the public at the Commission's website
located at http://www.sec.gov.
(F) Exchange Act: The Securities Exchange Act of 1934, as amended.
(G) Exchange Act Reports:
The reports on Commission Forms 10-SB, 10-KSB, 10-QSB and
8-K and Commission Schedules 14A and 14C, that AmeriNet is
required to file pursuant to Sections 13, 14, 15(d) and
12(g) of the Exchange Act.
(H) Florida Act: The Florida Securities and Investor Protection Act
(I) Florida Rule: Florida Rule 3E-500.005, which provides as follows:
Disclosure requirements of Section 517.061(11)(a)3., Florida
Statutes.
(1) Transactions by an issuer which do not satisfy all of the
conditions of this rule shall not raise any presumption that the
exemptions provided by Section 517.061(11), Florida Statutes is not
available for such transactions. Attempted compliance with this rule
does not act as an election; the issuer can also claim the
availability of Section 517.061(11), Florida Statutes, outside this
rule.
(2) The determination as to whether sales of securities are part of a
larger offering (i.e., are deemed to be integrated) depends on
the particular facts and circumstances. In determining whether
sales should be regarded as part of a larger offering and thus
should be integrated, the facts described in Rule 3E-500.01
should be considered.
(3) Although sales made pursuant to Section 517.061(11), Florida
Statutes, and in compliance with this rule, are exempt from the
registration provisions of this Act, such exemption does not
avoid the antifraud provisions of Sections 517.301 and 517.311,
Florida Statutes.
(4) The provisions of this rule shall apply only to transactions
which are consummated with persons in the State of Florida.
(5) The requirements of Sections 517.061(11)(a)(3), Florida Statutes,
that each purchaser, or his representative be provided with or
given reasonable access to full and fair disclosure of all
material information shall be deemed to be satisfied if either
paragraphs (5)(a) or (5)(b) are complied with:
(a) Access to or Furnishing of Information. Reasonable access
to, or the furnishing of, material information shall be
deemed to have been satisfied if prior to the sale a
purchaser is given access to the following information:
1. All material books and records of the issuer; and
2. All material contracts and documents relating to the
proposed transaction; and
3. An opportunity to question the appropriate executive
officers or partners. ....
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(6) In the case of an issuer that is subject to the reporting
requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the provisions of paragraph (5)(b) of
this rule shall be deemed satisfied by providing the
following:
(a) The information contained in the annual report required to
be filed under the Securities Exchange Act of 1934 or a
registration statement on Form S-1 [CCH Federal Securities
Law Reporter P. 7121 ] under the Securities Act of 1933,
whichever filing is the most recent required to be filed,
and the information contained in any definitive proxy
statement required to be filed pursuant to Section 14 of the
Securities Exchange Act of 1934 and in any reports or
documents required to be filed by the issuer pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of
1934, since the filing of such annual report or registration
statement; and
(b) A brief description of the securities being offered, the use
of the proceeds from the offering, and any material changes
in the issuer's affairs which are not disclosed in the
documents furnished.
(J) Reorganization: The corporate events effected in reliance on Section
368(a)(2)(D) of the Code which took place on or about March
12, 2000 between AmeriNet and Vista Vacations, as a result
of which Vista Vacations became a wholly owned subsidiary of
AmeriNet and Ms. Nadler, Mr. Ugell, Ms. Hickman, Ms.
Torrealba, Ms. McKnight, Mr. And Mrs. Nelson and Ms. Tippery
were to become AmeriNet shareholders.
(K) Reorganization Agreement:
The agreement between AmeriNet and all of the former
stockholders of Vista Vacations closed on or about March 12,
2000, pursuant to which Vista Vacations securities were
exchanged for AmeriNet securities and Vista Vacations became
a wholly owned subsidiary of AmeriNet, a copy of the
Reorganization Agreement having been filed with the
Commission at its EDGAR website.
(L) Securities Act: The Securities Act of 1933, as amended.
(M) Service: The United States Internal Revenue Service.
(N) All undefined financial terms shall have the meanings ascribed to them by
generally accepted accounting practices, consistently applied, as modified
by rules of the Commission.
(O) Additional terms characterized by initial capital letters are defined in
this Agreement immediately following their first use.
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Article II
Operative Provisions
Subject to the condition precedent that all actions required to be
taken in order to comply with the securities and other laws of each state having
jurisdiction over the transactions called for under this Agreement, the Parties
hereby agree as follows:
(A) In consideration for the Agreements of AmeriNet in Sections 2(A) and 2(B),
Vista Vacations and the Vista Individuals hereby agree to :
(1) Issue 20 % of the issued and outstanding stock in Vista
Vacations to AmeriNet in exchange for AmeriNet's discharge of
the AmeriNet Loans as provided in Section 2 (B)(1).
(2) Vote the proxy granted to it by AmeriNet in Section (2) (B)(3)
as a fiduciary, based solely on consideration for AmeriNet's
best interests as a minority shareholder of Vista Vacations.
(3) Maintain timely and bona fide financial records, provide
copies of annual financial statements to AmeriNet on a timely
basis, to be certified if Vista Vacations is in a financial
position to do so, and allow AmeriNet access to review Vista
Vacations financial records on a periodic basis in a manner
that will not cause interruption of Vista Vacations' business.
(4) Refrain from engaging in any corporate action that would cause
harm to AmeriNet's interest in Vista Vacations, including, but
not limited to, selling Vista Vacations in a non-arm's length
transaction, causing Vista Vacations to become insolvent,
paying employees salaries or other benefits that are not
consistent with their current employment agreements and
reasonable considering Vista Vacations financial condition,
and diluting AmeriNet's interest in Vista Vacations, all
without the prior consent of AmeriNet; provided, however, this
paragraph shall not apply to Vista Vacation's insolvency as a
result of it being unable to acquire adequate funding within
30 days hereof after making a good faith attempt to do so.
(5) To refrain from taking any action that would violate or
facilitate the violation of any of the provisions of Sections
2(A) and 2(B) of this Agreement;
(6) Release AmeriNet and its affiliates, and its consultants,
including The Yankee Companies, from any obligations to them,
from the beginning of time until the Closing on this
Agreement, other than the obligations specifically undertaken
by AmeriNet.
(B) In consideration for Ms. Nadler's, Mr. Ugell's, Ms. Hickman's, Ms.
Torrealba's, Mr. Nelson's, Ms. McKnight's and Ms. Tippery's return of their
AmeriNet shares, the covenants of Vista Vacations set forth below and the
other actions performed or to be performed by and Vista Vacations, as
required by this Agreement, AmeriNet hereby agrees to and does hereby:
(1) Discharge the AmeriNet Loans in exchange for the 20% of the
issued and outstanding stock of Vista Vacations.
(2) Return one hundred percent (100%) of the securities of Vista
Vacations which were received by AmeriNet pursuant to the
reorganization.
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(3) Grant Ms. Nadler and Mr. Ugell a proxy to vote all of AmeriNet's
capital stock in Vista Vacations in accordance with their
obligation as set forth in paragraph (2) (A)(5) .
(4) Release Vista Vacations and its affiliates and the Vista
Individuals from any obligations to them, from the beginning of
time until the Closing on this Agreement, other than the
obligations specifically undertaken pursuant to this Agreement;
and
(C) As a material inducement to each Parties entry into this Agreement,
each of the Parties hereby represents to the others that the
representing Party:
(1) Is familiar with the requirements for treatment as an
"accredited investor" under Regulation D and Section 4(6) of
the Securities Act and meets one or more of the definitions of
an "accredited investor" contained in Rule 501(a) promulgated
under authority of Securities Act and has, alone or together
with his, her or its advisors or representatives, if any, such
knowledge and experience in financial matters that he she or
it is capable of evaluating the relative risks and merits of
the transactions contemplated hereby, the text of Rule 501(a)
being set forth, in full, above;
(2) Acknowledges that he, she or it has, based on his, her or its
own substantial experience, the ability to evaluate the
transactions contemplated hereby and the merits and risks
thereof in general and the suitability of the transaction for
him, her or it in particular;
(3) (a) Understands that the offer and transfer or
issuance of the securities involved is being made in
reliance on the Party's representation that he, she
or it has reviewed all of AmeriNet's reports filed
with the Commission during the past 12 months and
posted on the Commission's Internet web site
(www.sec.gov) under the EDGAR Archives sub site, and
has become familiar with the information disclosed
therein, including that contained in exhibits filed
with such reports;
(b) Is fully aware of the material risks associated with
becoming an investor in Vista Vacations and confirms
that he, she or it was previously informed that all
documents, records and books pertaining to this
investment have been available from Vista Vacations
and that all documents, records and books pertaining
to this transaction requested by him, her or it have
been made available to him, her or it;
(4) Has had an opportunity to ask questions of and receive answers
from the officers of Vista Vacations concerning the terms and
conditions of this Agreement and the transactions contemplated
hereby, as well as the affairs of Vista Vacations, the
contemplated affairs of Vista Vacations and related matters;
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(5) Has had an opportunity to obtain additional information
necessary to verify the accuracy of the information referred
to in subparagraphs (a), (b), (c) and (d) hereof, as well as
to supplement the information in the Exchange Act Reports
called for by the Florida Rule;
(6) Has represented that he, she or it has the general ability to
bear the risks of the subject transaction and that he, she or
it is a suitable investor for a private offering;
(7) Is aware that:
(a) The securities involved are a speculative investment
with no assurance that Vista Vacations will be
successful, or if successful, that such success will
result in payments to such Party or to realization of
capital gains by such Party on disposition of the
securities involved; and
(b) The securities to be issued to him, her or it have
not been registered under the Securities Act or under
any state securities laws, accordingly such Party may
have to hold such securities and may not be able to
liquidate, pledge, hypothecate, assign or transfer
them;
Article III
Recission, Mutual Releases & Closing
(A) The terms of this Agreement supersede the terms of all other agreements
between AmeriNet and Vista Vacations and their affiliates, all of which
will be henceforth null and void as if they had never been entered
into, this Agreement being deemed a novation, settlement accord and
satisfaction of all such prior agreements.
(B) In consideration for the exchange of covenants reflected above but
excepting only the obligations created by this Agreement, AmeriNet, and
Vista Vacations hereby each release, discharge and forgive the other,
and each of the others' subsidiaries, affiliates, members, officers,
directors, partners, agents and employees from any and all liabilities,
whether current or inchoate, from the beginning of time until the date
of this Agreement.
(C) In consideration for the exchange of covenants reflected above but
excepting only the obligations created by this Agreement, AmeriNet, and
the Vista Individuals hereby each release, discharge and forgive the
other, and each of the others' subsidiaries, affiliates, members,
officers, directors, partners, agents and employees from any and all
liabilities, whether current or inchoate, from the beginning of time
until the date of this Agreement.
(D) The transactions contemplated by this Agreement, issuance of the equity
interests in Vista Vacations shall be effected as soon as possible
following the execution of this Agreement, but in any event, no later
than June 30,
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2000, and, to the extent possible, the Closing shall be effected
through exchange of documents and instruments in escrow, by next day
delivery service, such documents and instruments to be released from
escrow concurrently with confirmation by legal counsel to Vista
Vacations and Amerinet that all transactions contemplated by this
Agreement have been completed.
Article IV
General Provisions
4.1 Interpretation.
(A) When a reference is made in this Agreement to schedules or exhibits,
such reference shall be to a schedule or exhibit to this Agreement
unless otherwise indicated.
(B) The words "include," "includes" and "including" when used herein shall
be deemed in each case to be followed by the words "without
limitation."
(C) The headings contained in this Agreement are for reference purposes
only and shall not affect in any way the meaning or interpretation of
this Agreement.
(D) The captions in this Agreement are for convenience and reference only
and in no way define, describe, extend or limit the scope of this
Agreement or the intent of any provisions hereof.
(E) All pronouns and any variations thereof shall be deemed to refer to the
masculine, feminine, neuter, singular or plural, as the identity of the
Party or Parties, or their personal representatives, successors and
assigns may require.
(F) The Parties agree that they have been represented by counsel during the
negotiation and execution of this Agreement and, therefore, waive the
application of any law, regulation, holding or rule of construction
providing that ambiguities in an agreement or other document will be
construed against the party drafting such agreement or document.
4.2 Notice.
(A) All notices, demands or other communications given hereunder shall be
in writing and shall be deemed to have been duly given on the first
business day after mailing by United States registered or certified
mail, return receipt requested, postage prepaid, addressed as follows:
(1) To AmeriNet:
AmeriNet Group.com, Inc.
Crystal Corporate Center; 2500 North Military Trail, Suite 225-C;
Boca Raton, Florida 33431
Attention: Lawrence R. Van Etten, President
(2) To Vista Vacations:
Vista VacationsInternational, Inc.
5653 NW 29th Street, Margate, Florida 33063
Attention: Teri Nadler, President
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(3) To the Vista Individuals:
Scott Ugell, Esquire
155 North Main Street, New City, New York 10956
or such other address or to such other person as any Party shall
designate to the other for such purpose in the manner hereinafter set
forth.
(B) At the request of any Party, notice will also be provided by overnight
delivery, facsimile transmission or e-mail, provided that a
transmission receipt is retained.
(C) (1) Amerinet acknowledge that the Yankee Companies, Inc., a
Florida corporation ("Yankees") serves as a strategic
consultant to AmeriNet and has acted as scrivener for Amerinet
in this transaction but that Yankees is neither a law firm nor
an agency subject to any professional regulation or oversight.
(2) Yankees has advised Amerinet to retain independent legal and
accounting counsel to review this Agreement and its exhibits
and incorporated materials on their behalf.
(3) The decision by Amerinet not to use the services of legal
counsel in conjunction with this transaction shall be solely
at their own risk, Amerinet acknowledging that applicable
rules of the Florida Bar prevent AmeriNet's general counsel,
who has reviewed, approved and caused modifications on behalf
of AmeriNet, from representing anyone other than AmeriNet in
this transaction.
4.3 Merger of All Prior Agreements Herein.
(A) This instrument, together with the instruments referred to herein,
contains all of the understandings and agreements of the Parties with
respect to the subject matter discussed herein.
(B) All prior agreements whether written or oral are merged herein and
shall be of no force or effect.
4.4 Survival.
The several representations, warranties and covenants of the Parties
contained herein shall survive the execution hereof and the Reorganization and
shall be effective regardless of any investigation that may have been made or
may be made by or on behalf of any Party.
4.5 Severability.
If any provision or any portion of any provision of this Agreement,
other than one of the conditions precedent or subsequent, or the application of
such provision or any portion thereof to any person or circumstance shall be
held invalid or unenforceable, the remaining portions of such provision and the
remaining provisions of this Agreement or the application of such provision or
portion of such provision as is held invalid or unenforceable to persons or
circumstances other than those to which it is held invalid or unenforceable,
shall not be affected thereby.
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4.6 Governing Law.
This Agreement shall be construed in accordance with the substantive
and procedural laws of the State of Delaware (other than those regulating
taxation and choice of law).
4.7 Indemnification.
(A) Each Party hereby irrevocably agrees to indemnify and hold the other
Parties harmless from any and all liabilities and damages (including
legal or other expenses incidental thereto), contingent, current, or
inchoate to which they or any one of them may become subject as a
direct, indirect or incidental consequence of any action by the
indemnifying Party or as a consequence of the failure of the
indemnifying Party to act, whether pursuant to requirements of this
Agreement or otherwise.
(B) In the event it becomes necessary to enforce this indemnity through an
attorney, with or without litigation, the successful Party shall be
entitled to recover from the indemnifying Party, all costs incurred
including reasonable attorneys' fees throughout any negotiations,
trials or appeals, whether or not any suit is instituted.
4.8 Dispute Resolution.
(A) In any action between the Parties to enforce any of the terms of this
Agreement or any other matter arising from this Agreement any
proceedings pertaining directly or indirectly to the rights or
obligations of the Parties hereunder shall, to the extent legally
permitted, be held in Palm Beach County, Florida, and the prevailing
Party shall be entitled to recover its costs and expenses, including
reasonable attorneys' fees up to and including all negotiations, trials
and appeals, whether or not any formal proceedings are initiated.
(B) In the event of any dispute arising under this Agreement, or the
negotiation thereof or inducements to enter into the Agreement, the
dispute shall, at the request of any Party, be exclusively resolved
through the following procedures:
(1) (a) First, the issue shall be submitted to mediation
before a mediation service in Palm Beach County,
Florida to be selected by lot from four alternatives
to be provided, two Vista Vacations and/or the Vista
Individuals and two by AmeriNet .
(b) The mediation efforts shall be concluded within ten
business days after their initiation unless the
Parties unanimously agree to an extended mediation
period;
(2) In the event that mediation does not lead to a resolution of
the dispute then at the request of any Party, the Parties
shall submit the dispute to binding arbitration before an
arbitration service located in Palm Beach County, Florida to
be selected by lot, from four alternatives to be provided, two
by Vista Vacations and/or the Vista Individuals and two by
AmeriNet.
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(3) (a) Expenses of mediation shall be borne equally by the
Parties, if successful.
(b) Expenses of mediation, if unsuccessful and of
arbitration shall be borne by the Party or Parties
against whom the arbitration decision is rendered.
(c) If the terms of the arbitral award do not establish a
prevailing Party, then the expenses of unsuccessful
mediation and arbitration shall be borne equally by
the Parties involved.
4.9 Benefit of Agreement.
The terms and provisions of this Agreement shall be binding upon and
inure to the benefit of the Parties, their successors, assigns, personal
representatives, estate, heirs and legatees but are not intended to confer upon
any other person any rights or remedies hereunder.
4.10 Further Assurances.
The Parties agree to do, execute, acknowledge and deliver or cause to
be done, executed, acknowledged or delivered and to perform all such acts and
deliver all such deeds, assignments, transfers, conveyances, powers of attorney,
assurances, stock certificates and other documents, as may, from time to time,
be required herein to effect the intent and purpose of this Agreement.
4.11 Counterparts.
(A) This Agreement may be executed in any number of counterparts.
(B) All executed counterparts shall constitute one Agreement
notwithstanding that all signatories are not signatories to the
original or the same counterpart.
(C) Execution by exchange of facsimile transmission shall be deemed legally
sufficient to bind the signatory; however, the Parties shall, for
aesthetic purposes, prepare a fully executed original version of this
Agreement which shall be the document filed with the Commission.
4.12 License.
(A) This form of agreement is the property of Yankees and has been
customized for this transaction with the consent of Yankees.
(B) The use of this form of agreement by the Parties is authorized hereby solely
for purposes of this transaction.
(C) The use of this form of agreement or of any derivation thereof without
Yankees' prior written permission is prohibited.
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In Witness Whereof, AmeriNet, Vista Vacations and Ms. Nadler and Mr. Ugell
have caused this Agreement to be executed by themselves or their duly authorized
respective officers, all as of the last date set forth below:
Signed, Sealed and Delivered
In Our Presence:
AmeriNet Group.com, Inc.
_________________________________ (A Delaware corporation)
_________________________________ By: /s/ Lawrence R. Van Etten
_____________________________
Lawrence R. Van Etten, President
(Corporate Seal)
Attest: /s/ Vanessa H. Lindsey
_____________________________
Vanessa H. Lindsey, Secretary
Dated: June 30, 2000
State of Florida }
County of Palm Beach } ss.:
On this 30th day of June, 2000, before me, a notary public in and for
the county and state aforesaid, personally appeared Lawrence R. Van Etten and
Vanessa H. Lindsey, to me known, and known to me to be the president and
secretary of AmeriNet Group.com, Inc., the above-described corporation, and to
me known to be the persons who executed the foregoing instrument, and
acknowledged the execution thereof to be their free act and deed, and the free
act and deed of AmeriNet Group.com, Inc., for the uses and purposes therein
mentioned.
In witness whereof, I have hereunto set my hand and affixed my notarial
seal the day and year in this certificate first above written. My commission
expires the ___day of ______________, ____.
{Seal}
--------------------------------
Notary Public
Vista Vacations International, Inc.
_________________________________ (a Florida corporation)
_________________________________ By: /s/ Teri Nadler
_____________________________
Teri Nadler, President
(Corporate Seal)
Attest: /s/ Alicia Torrealba
_____________________________
Alicia Torrealba, Secretary
Dated: June 30, 2000
State of Florida }
County of Palm Beach } ss.:
On this 30th day of June, 2000, before me, a notary public in and for
the county and state aforesaid, personally appeared Ter Nadler and Alicia
Torrealba, to me known, and known to me to be the president and secretary of
Vista Vacations International, Inc., the above-described corporation, and to me
known to be the persons who executed the foregoing instrument, and acknowledged
the execution thereof to be their free act and deed, and the free act and deed
of Vacations International, Inc., for the uses and purposes therein mentioned.
In witness whereof, I have hereunto set my hand and affixed my
notarial seal the day and year in this certificate first above written. My
commission expires the ___day of ______________, ____.
{Seal}
----------------------------
Notary Public
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Scott Ugell, as Attorney-in-Fact
For the Vista Individuals
---------------------------------
/s/ Scott Ugell
--------------------------------- -----------------------------
Dated: June 30, 2000
State of New York }
County of Rockland } ss.:
On this 30th day of June, 2000, before me, a notary public in and for
the county and state aforesaid, personally appeared Scott Ugell known to me to
be the person who executed the foregoing instrument, and acknowledged the
execution thereof to be his free act and deed, for the uses and purposes therein
mentioned.
In witness whereof, I have hereunto set my hand and affixed my
notarial seal the day and year in this certificate first above written. My
commission expires the ___day of ______________, ____.
{Seal}
----------------------------
Notary Public
Also have sigend signature pages for Teri Nadler, Scott Ugell, Jean Hickman,
Karyn McKnight, Alicia Torrealba, Nellie Tippery, Kenneth & Carol Nelson.
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