Exhibit 1 - Acquisition Agreement:
PLAN AND AGREEMENT OF REORGANIZATION
UNDER
SECTION 368(b) OF THE INTERNAL REVENUE CODE
DIVERSIFIED TECHNOLOGIES GROUP, INC.
AND
DEMANDFAX, INC.
DALLAS, TEXAS
(JULY 21, 2000)
THIS AGREEMENT AND PLAN OF REORGANIZATION ("Agreement", "Plan" and/or
"Reorganization," either of which may be used in the alternative) has been
entered into on July 14, 2000 ("Closing Date"), and is between Diversified
Technologies Group, Inc., formerly known as Cassco Capital Corporation, a
publicly-held and traded Delaware corporation ("DTGI"), Demandfax, Inc., a
privately-held Texas ("Demandfax"), and the shareholders of Demandfax
(collectively, the "Demandfax Shareholders").
THE FOLLOWING PREMISES ARE AN INTEGRAL PART OF THIS AGREEMENT: 1. DTGI, solely
in exchange for 400,000 post one for 50 (1:50) reverse split common shares of
DTGI ("DTGI Capital Shares"), desires to acquire from the Demandfax Shareholders
100% of the outstanding capitalization of Demandfax (collectively, the
"Demandfax Capital Shares"). 2. This acquisition will make Demandfax a
wholly-owned subsidiary of DTGI. 3. The Demandfax Shareholders desire to acquire
the DTGI Capital Shares solely in exchange for the Demandfax Capital Shares. 4.
The Demandfax Capital Shares constitute 100% of the outstanding capital of
Demandfax. There is no representation or warranty of any kind whatsoever as to
the percentage the DTGI Capital Shares constitute of the share capitalization of
DTGI either before or after the transfer and conveyance of the Demandfax Capital
Shares to DTGI. 6. The governing bodies of DTGI and Demandfax have found it
advisable for the benefit of each corporation and their respective stockholders
that DTGI acquire Demandfax as a wholly-owned subsidiary and, therefore, have
approved this Agreement and the corresponding Reorganization.
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THE PARTIES ADOPT THIS AGREEMENT AS A TAX-FREE REORGANIZATION UNDER SECTION
368(b) OF THE INTERNAL REVENUE CODE AND AGREE AS FOLLOWS:
ARTICLE I
EXCHANGE OF CAPITAL STOCK
1.01. Transfer and Conveyance of Demandfax Capital Shares; Issuance and Delivery
of DTGI Capital Shares. Subject to all of the terms, conditions,
representations, warranties and covenants set forth in this Agreement, the
Demandfax Shareholders have transferred and conveyed (without reservation and
free and clear from all encumbrances) to DTGI the Demandfax Capital Shares on
the Closing Date. Correspondingly, DTGI has issued and delivered (without
reservation and free and clear from all encumbrances) to the Demandfax
Shareholders on a pro rata basis the DTGI Capital Shares.
ARTICLE II
REPRESENTATIONS, WARRANTIES AND COVENANTS
2.01. Representations, Warranties and Covenants of DTGI to Demandfax and the
Demandfax Shareholders. DTGI represents and warrants to, and covenants with,
Demandfax and the Demandfax Shareholders, jointly and severally, on the Closing
Date as follows: (a) Organization and Good Standing: Demandfax is a corporation
duly organized, validly existing and in good standing under the laws of Texas,
with all corporate powers necessary to own property and carry on its business as
it is now being conducted. (b) Authority: All necessary action has been taken to
make this Agreement a legal, valid and binding obligation of DTGI enforceable in
accordance with its terms and conditions. (c) No Breach or Violation: The
execution and delivery of this Agreement and the performance by DTGI of its
obligations will not result in any breach or violation of or default under any
agreement, indenture, lease, license, mortgage, instrument, or understanding,
nor result in any violation of any law, rule, regulation, statute, order or
decree of any kind, to which DTGI or any of its affiliates is a party or by
which they or any of their property is or may be or become subject, nor in the
violation of the articles or bylaws governing the conduct of DTGI. (d)
Non-Assessable DTGI Shares: The DTGI Capital Shares have each been validly
issued and are fully paid for and nonassessable. (e) No Liens on DTGI Shares:
The DTGI Capital Shares are not and shall not be or become subject to any lien,
encumbrance, security interest or financing statement whatsoever through any act
of DTGI or its affiliates; further, the DTGI Capital Shares are not the subject
of any agreement other than this Agreement. (f) SEC and Tax Reports; Filings:
DTGI has delivered to Demandfax and the Demandfax Shareholders its annual report
on Form 10-KSB for the year ended December 31, 1999, and its quarterly reports
on Form 10-QSB for the fiscal quarters ended March 31, 2000, and June 30, 2000,
all of which were true and correct as of the date of filing and remain true and
correct. DTGI has further provided to Demandfax and the Demandfax Shareholders
all other filings made under the Securities Act of 1933, as amended, and the
Securities Exchange Act of 1934, as amended, including, without limitation, two
Forms S-8 filed July 7, 2000, and July 14, 2000, respectively. DTGI has provided
to Demandfax and the Demandfax Shareholders full access to any and all
information either of them desired concerning the business and operations of
DTGI, and DTGI has made available to Demandfax and the Demandfax Shareholders
such personnel as has been requested to answer any and all questions which
Demandfax and the Demandfax Shareholders may have had concerning their
investment in DTGI. DTGI is current in all of its required reports under the
Securities Exchange Act of 1934. DTGI is current in its filings with all federal
and state taxing agencies, including, without limitation, the Internal Revenue
Service. DTGI has delivered to Demandfax and the Demandfax Shareholders its
annual report on Form 1040, which was true and correct as of the date of filing
and remains true and correct. No taxes are due any federal or state agency. (f)
No Undisclosed Liabilities or Obligations. DTGI has no obligations or
liabilities of any nature (absolute, accrued, contingent or otherwise, and
whether due or to become due, herein "liabilities") except liabilities fully
reflected or reserved in the balance sheet filed as a part of the Form 10-QSB
dated June 30, 2000. (g) Litigation. There is no legal, administrative,
arbitration or other proceeding, claim or action of any nature or investigation
pending or threatened against or involving DTGI, or which questions or
challenges the validity of this Agreement, or any action to be taken by DTGI
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pursuant to this Agreement or in connection with the transactions contemplated
hereby, and DTGI does not know or have any reason to know of any valid basis for
any such legal, administrative, arbitration or other proceeding, claim or action
of any nature or investigation; further, DTGI is not subject to any judgment,
order or decree entered in any lawsuit or proceeding which has an adverse effect
on its business practices or on its ability to acquire any property or conduct
its business in any area. (h) Compliance with Law. DTGI is in compliance with
all laws, regulations and orders applicable to its business; further, DTGI has
not received any notification that it is in violation of any law, regulation or
order and no such violation exists. (i) No representations or warranties by DTGI
in this Agreement contain any untrue statement of fact or omit to state any fact
necessary in order to make the statements herein or therein, in light of the
circumstances under which they were made, not misleading; further, there are no
facts known to DTGI which (either individually or in the aggregate) could or
would materially and adversely affect or involve any substantial possibility of
having a material, adverse effect on the condition (financial or otherwise),
results of operations, assets, liabilities or businesses of DTGI which have not
been disclosed in this Agreement.
2.02. Representations, Warranties and Covenants of Demandfax and the Demandfax
Shareholders to DTGI. Demandfax and the Demandfax Shareholders each represents
and warrants to, and covenants with, jointly and severally, DTGI on the Closing
Date as follows: (a) Organization and Good Standing: Demandfax is a corporation
duly organized, validly existing and in good standing under the laws of Texas,
with all corporate powers necessary to own property and carry on its business as
it is now being conducted. Copies of the articles of incorporation and bylaws of
Demandfax delivered to DTGI along with this Plan are complete and accurate. (b)
Authority: All necessary action has been taken to make this Agreement a legal,
valid and binding obligations of Demandfax and of the Demandfax Shareholders
enforceable in accordance with its terms and conditions. (c) No Breach or
Violation: The execution and delivery of this Agreement and the performance by
Demandfax and the Demandfax Shareholders of their respective obligations will
not result in any breach or violation of or default under any material
agreement, indenture, lease, license, mortgage, instrument, or understanding,
nor result in any violation of any law, rule, regulation, statute, order or
decree of any kind, to which any of Demandfax's, the Demandfax Shareholders'
and/or any of their respective affiliates is a party or by which they or any of
them or any of their property is or may be or become subject, nor in the
violation of any documents governing the conduct of either Demandfax and/or the
Demandfax Shareholders. (d) Non-Assessable Demandfax Capital Shares: The
Demandfax Capital Shares have each been validly issued and are fully paid for
and nonassessable. (e) No Liens on Demandfax Capital Shares: The Demandfax
Capital Shares are not and shall not be or become subject to any lien,
encumbrance, security interest or financing statement whatsoever through any act
of Demandfax and/or the Demandfax Shareholders; further, the Demandfax Capital
Shares are not the subject of any agreement. (f) Capital Percentage; Outstanding
Commitments: The Demandfax Capital Shares represent 100% of the outstanding
proprietary interest of Demandfax; further, there are no outstanding commitments
(direct or indirect) which would cause the issuance or transfer out of treasury
of any additional proprietary interest of Demandfax, whether by common stock,
preferred stock, option, warrant, debt or otherwise. (g) Audited Financial
Statements and Tax Reports: Demandfax and the Demandfax Shareholders have
delivered or will forthwith deliver within the time periods set forth in Form
8-KSB to DTGI audited financial statements of Demandfax as of and for the yearly
periods ended December 31, 1999, which statements include an audit opinion,
balance sheets as of December 31, 1999, and December 31, 1998, operating and
cash flow statements as of December 31, 1999, December 31, 1998, and December
31, 1997, a statement of changes in shareholders' equity from inception through
December 31, 1999, and footnotes. The audit opinion is or will be unqualified
and states or will state that the aforesaid statements have been or will be
presented in accordance with Generally Accepted Accounting Principals as
determined through the application of Generally Accepted Auditing Standards.
Demandfax has also delivered or will forthwith deliver within the time periods
set forth in Form 8-KSB to DTGI unaudited financial statements as of and for the
six month period ended June 30, 2000, which statements include or will include a
balance sheet as of June 30, 2000, and statements of operations and cash flows
for the six month period ended June 30, 2000. All of the foregoing financial
statements were or will be true and correct as of the date of preparation,
remain or will remain true and correct and comply or will comply with Regulation
S-X under the Securities Exchange Act of 1934. Demandfax and the Demandfax
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Shareholders have provided to DTGI full access to any and all information which
either of them desired concerning the business and operations of Demandfax
and/or of themselves. Demandfax and the Demandfax Shareholders have made
available to DTGI such personnel as has been requested to answer any and all
questions which DTGI may have had concerning its investment in Demandfax, which
is current in all of its required reports with all governmental and local taxing
agencies. No taxes are due any governmental or local agency. Demandfax and the
Demandfax Shareholders have provided to DTGI full access to any and all
information it desired concerning the business and operations of Demandfax.
Demandfax and the Demandfax shareholders have made available to DTGI such
personnel as has been requested to answer any and all questions which DTGI may
have had concerning its investment in Demandfax. (h) No Undisclosed Liabilities
or Obligations. Demandfax has no obligations or liabilities of any nature
(absolute, accrued, contingent or otherwise, and whether due or to become due,
herein "liabilities") except liabilities fully reflected or reserved in the
balance sheet dated June 30, 2000. (i) Litigation. There is no legal,
administrative, arbitration or other proceeding, claim or action of any nature
or investigation pending or threatened against Demandfax and/or the Demandfax
Shareholders, or which questions or challenges the validity of this Agreement or
any action to be taken by Demandfax and/or the Demandfax Shareholders pursuant
to this Agreement or in connection with the transactions contemplated hereby,
and Demandfax and the Demandfax Shareholders do not know or have any reason to
know of any valid basis for any such legal, administrative, arbitration or other
proceeding, claim or action of any nature or investigation. Demandfax and the
Demandfax Shareholders are not subject to any judgment, order or decree entered
in any lawsuit or proceeding which has an adverse effect on their business
practices or on their ability to acquire any property or conduct their business
in any area. (j) Compliance with Law. Demandfax is in compliance with all laws,
regulations and orders applicable to its business and neither Demandfax nor the
Demandfax Shareholders have received any notification that they are in violation
of any law, regulation or order and no such violation exists. (k) Disclosure. No
representations or warranties made by Demandfax and/or the Demandfax
Shareholders contain any untrue statement of fact or omit to state any fact
necessary in order to make the statements herein or therein, in light of the
circumstances under which they were made, not misleading; further, there are no
facts known to Demandfax and/or the Demandfax Shareholders which (either
individually or in the aggregate) could or would materially and adversely affect
or involve any substantial possibility of having a material, adverse effect on
the condition (financial or otherwise), results of operations, assets,
liabilities or businesses of Demandfax which have not been disclosed in this
Agreement.
2.03. Further Financial Representations and Warranties of Demandfax and the
Demandfax Shareholders to DTGI. Demandfax and the Demandfax Shareholders each
further represents and warrants, jointly and severally, to DTGI on the Closing
Date as follows: (a) List of Assets and Liabilities. Demandfax has delivered to
DTGI a schedule of assets containing, as of the Closing Date a true and
complete: (1) description of all software licensing and sublicensing agreements
in favor of or made by Demandfax; (2) description of any real property in which
Demandfax has an equity or a leasehold interest; (3) list of all capitalized
equipment of Demandfax that sets forth any liens, claims, encumbrances, charges,
restrictions, covenants and conditions concerning the listed items; (4) list of
all machinery, tools, and equipment in which Demandfax has an equity or a
leasehold interest, with a description of each such interest; (5) list of all
patents, patent licenses, trademarks, trademark registrations, trade names,
copyrights and copyright registrations owned by Demandfax; (6) list of all
contracts; and (7) list of all interests in subsidiaries and/or joint ventures.
(b) Title to Assets. Demandfax has good and marketable title to all of its
assets, all as set forth in the aforesaid exhibit, none of which are subject to
any mortgage, pledge, lien, charge, security interest, encumbrance or
restriction of any kind whatsoever except those that do not materially and
adversely affect the value of the asset. Further, the assets of Demandfax are in
good condition and repair. (c) Liabilities. Demandfax presently has no
outstanding indebtedness other than liabilities incurred in the ordinary course
of business and as set forth in the aforesaid exhibit. Demandfax is not in
default with respect to any terms or conditions of any indebtedness. Demandfax
has not made any assignment for the benefit of creditors, nor has any
involuntary or voluntary petition in bankruptcy been filed by or against
Demandfax. (c) Contractual Obligations. Demandfax is not a party to or bound by
any written or oral: (1) contract not made in the ordinary course of business,
(2) bonus, pension, profit sharing, retirement, stock option, hospitalization,
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group insurance or similar plan providing employee benefits other than in the
ordinary course of business, except as disclosed on Exhibit 2 to this Agreement,
(3) any real or personal property lease other than in the ordinary course of
business or (4) deed of trust, mortgage, conditional sales contract, security
agreement, pledge agreement, trust receipt or any other agreement subjecting any
of the assets or properties of Demandfax to a lien or encumbrance. Demandfax has
performed all obligations required to be performed by it under any of the
contracts and leases to which it is a party as of the date of this Plan and is
not in material breach under any of the contracts, leases or other arrangements
by which it is bound. None of the parties with whom Demandfax has contractual
arrangements are in default of their obligations. Demandfax has attached an
exhibit fully describing each and every contract which it is subject to. (d)
Changes in Compensation. Since December 31, 1999, Demandfax has not granted any
general pay increase to employees or changed the rate of compensation,
commission or bonus payable to any officer, employee, director, agent or
stockholder, other than in the normal course of business.
ARTICLE III
COMPLIANCE WITH SECURITIES LAWS
3.01. Acknowledgments, Understandings and Agreements of Demandfax and the
Demandfax Shareholders. Demandfax and the Demandfax Shareholders acknowledge,
understand and agree that: (a) The certificates representing the DTGI Capital
Shares will each bear a legend restricting transfer in accordance with the
exemptions from registration under the Securities Act of 1933, as amended, which
DTGI has relied on in the issuance of the DTGI Shares. (b) The DTGI Capital
Shares have not been registered under the Securities Act of 1933, as amended, or
any applicable state law (collectively, the "Securities Act"). (c) The DTGI
Capital Shares may not be sold, offered for sale, transferred, pledged,
hypothecated or otherwise disposed of except in compliance with the Securities
Act. (d) The legal consequences of the foregoing mean that the Demandfax
Shareholders must bear the economic risk of the investment in the DTGI Capital
Shares for the requisite period of time. (e) No federal or state agency has made
any finding or determination as to the fairness of an investment in DTGI, or any
recommendation or endorsement of this investment. (f) There is presently only a
limited market for the resale of the Stock and no market may exist in the
future. (g) The Company has no operations, is thinly capitalized and will,
therefore, probably need additional financing in the near future, the
availability of which is not assured; further, the Stock is a speculative
investment that involves a substantial risk which may result in the loss of this
entire investment.
3.02. Further Representations and Warranties of Demandfax and the Demandfax
Shareholders. Demandfax and the Demandfax Shareholders each individually
represent and warrant to DTGI as follows: (a) I have the financial ability to
bear the economic risks of my investment, have adequate means of providing for
my current needs and personal contingencies, and have no need for liquidity in
this investment; and, further, I have evaluated the high risks of investing in
DTGI and have such knowledge and experience in financial and business matters in
general and in particular with respect to this type of investment that I am
capable of evaluating the merits and risks of an investment in the DTGI Capital
Shares. (b) I have been given the opportunity to ask questions of and receive
answers from DTGI concerning the terms and conditions of this investment, and to
obtain additional information necessary to verify the accuracy of the
information I desired in order to evaluate my investment, and in evaluating the
suitability of this investment I have not relied upon any representation or
other information (whether oral or written), other than that furnished to me by
DTGI or its representatives; further, I have had the opportunity to discuss with
my professional, legal, tax and financial advisers the suitability of an
investment in the DTGI Capital Shares for my particular tax and financial
situation; and, further, in making the decision to purchase the DTGI Capital
Shares, I have relied solely upon independent investigations made by me or on my
behalf. (c) I am acquiring the DTGI Capital Shares solely for my own personal
account, for investment purposes only, and am not purchasing with a view to, or
for, the resale, distribution, subdivision or fractionalization thereof.
3.03. Further Acknowledgments, Understandings and Agreements of Demandfax and
the Demandfax Shareholders. Demandfax and the Demandfax Shareholders further
acknowledge, understand and agree with DTGI that: (a) DTGI may attempt to obtain
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additional financing for its business by making a public offering of its
securities that may be registered under the Securities Act ("Public Offering").
If DTGI makes a Public Offering, acquisition, or merger with another business,
of which there can be assurance, Demandfax and the Demandfax Shareholders
understand that the requirements of underwriters or of state securities ("blue
sky") authorities, or the circumstances of the situation, may cause the board of
directors to determine that it would be in DTGI's best interests for the
Demandfax Shareholders to place the certificates evidencing the DTGI Capital
Shares in an escrow account subject to the terms and conditions of an escrow
agreement that has been negotiated and entered into by DTGI. Demandfax and the
Demandfax Shareholders each individually consent to the terms and conditions of
any escrow agreement that is approved by the board of directors in connection
with a Public Offering, acquisition, or merger with another business. At the
request of management, the Demandfax Shareholders each individually agrees to
deliver any stock certificate evidencing the DTGI Capital Shares which may be in
his or her possession to DTGI for transfer to an escrow agent pursuant to the
terms of any escrow agreement entered into by DTGI in connection with a Public
Offering, acquisition, or merger with another business. Demandfax and the
Demandfax Shareholders also agree to enter into any other agreements approved by
the board of directors in connection with a Public Offering, acquisition, or
merger with another business wherein DTGI would agree not to sell or otherwise
transfer or dispose of his shares for a period of no more than three years from
the date of any such Public Offering, or merger, or acquisition with another
business. Demandfax and the Demandfax Shareholders each individually
acknowledges and understands that there is no assurance of a Public Offering,
acquisition or merger with another business ever occurring and that this
investment is not contingent upon the occurrence of a potential Public Offering,
acquisition or merger with another business. (b) Since there is a limited market
for resale of the securities of DTGI and the overhang represented by the DTGI
Capital Shares at the time the same becomes eligible for resale may be
deleterious to the efforts of DTGI in establishing itself as a viable public
entity, Demandfax and the Demandfax Shareholders each individually agrees that
no sales of the DTGI Capital Shares may occur within three (3) years of the date
of this Plan unless DTGI, acting through its board of directors, approves of
such sale, which approval may be withheld in the absolute discretion of the
board governing DTGI.
3.04. Indemnity by Demandfax Shareholders. Demandfax and each of the Demandfax
Shareholders individually understands and acknowledges that DTGI is relying on
the representations, warranties and agreements made by them to and with DTGI in
this Plan and, thus, each hereby agrees to indemnify DTGI, its officers and
directors, agents, attorneys, and employees, and agrees to hold each of them
harmless from and against any and all loss, damage, liability, or expense,
including reasonable attorneys' fees, that any of them may suffer, sustain, or
incur by reason of or in connection with any misrepresentation or breach of
warranty or agreement made Demandfax or any of the Demandfax Shareholders under
this Plan, or in connection with the sale or distribution by any of the
Demandfax Shareholders of the Demandfax Capital Shares in violation of the
Securities Act or any other applicable law.
ARTICLE IV
REMEDY FOR BREACH OR BREACH OF REPRESENTATIONS, WARRANTIES, COVENANTS
4.01. Breach of Representations, Warranties and/or Covenants by DTGI: DTGI
agrees and accepts that, in the event of it being or becoming in material breach
of any or all representations, warranties or covenants given by it pursuant to
ARTICLE II Section 2.1 hereof, whether by purposeful act, negligence, accident
on its part or for no reason or otherwise, Demandfax has and will have no means
or assets with which to remedy such breach; therefore, in such circumstances,
this Agreement shall be rescinded forthwith upon such breach being evident and
the Demandfax Capital Shares shall be returned to the Demandfax Shareholders
without cost or penalty, and Demandfax and the Demandfax Shareholders shall
forthwith and forever be relieved of any and all obligations undertaken by them,
either individually or joint and severally, in entering into and executing this
Agreement after returning to DTGI the DTGI Capital Shares.
4.02. Breach of Representations, Warranties and/or Covenants by Demandfax and/or
the Demandfax Shareholders: Demandfax and the Demandfax Shareholders agree and
accept that, in the event of their being or becoming in material breach of any
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or all representations, warranties or covenants given by either of them pursuant
to ARTICLE II Sections 2.2 or 2.3 hereof, and/or Article III hereof, whether by
purposeful act, negligence, accident on either of their parts or for no reason
or otherwise, the former management of DTGI may elect to notify Demandfax and
the Demandfax Shareholders of DTGI's recission of this Agreement and this
Agreement shall be deemed rescinded forthwith and the Demandfax Capital Shares
shall be returned to the Demandfax Shareholders without cost or penalty, and
Demandfax and the Demandfax Shareholders shall forthwith and forever be relieved
of any and all obligations undertaken by them, either individually or joint and
severally, in entering into and executing this Agreement after returning to DTGI
the DTGI Capital Shares.
ARTICLE V
MISCELLANEOUS
5.01. Amendments. This Agreement may be amended or modified at any time, but
only by an instrument in writing executed by Demandfax, DTGI and each of the
individual Demandfax Shareholders.
5.02. Waiver. Demandfax, the Demandfax Shareholders and/or DTGI may, in writing,
(a) extend the time for performance of any of the obligations of any other party
to this Agreement, (b) waive any inaccuracies or misrepresentations contained in
this Agreement or in any document delivered pursuant to this Agreement by any
other party and/or (c) waive compliance with any of the covenants, or
performance of any obligations, contained in this Agreement by any other party.
5.03. Assignment. (a) Neither this Agreement nor any right created hereby shall
be assignable by any party without the prior written consent of the other
parties, except by the laws of succession. (b) This Agreement shall be binding
on and inure to the benefit of the respective successors and assigns of the
parties. Nothing in this Agreement, expressed or implied, is intended to confer
upon any person, other than the parties and their permitted successors and
assigns, any rights or remedies under this Agreement.
5.04. Notices. Any notice or other communication required or permitted by this
Agreement must be in writing and shall be deemed to be properly given when
delivered in person to an officer of the other party, or to the party
individually when deposited in the U.S. Mails for transmittal by certified or
registered mail, postage prepaid, or when deposited with a public telegraph
company for transmittal, charges prepaid, or when delivered via facsimile;
provided, however, that the communication is addressed as follows:
in case of Demandfax, Inc.. and the Demandfax Shareholders: One Galleria Tower
13355 Noel Road, Ste. 500, Dallas TX 75240; (972) 851-7811; and
in case of DTGI: One Galleria Tower, 13355 Noel Road, Suite 500, Dallas, Texas
75240; 972-774-4445.
5.05. Headings. Paragraph and other headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
5.06. Entire Agreement. This Agreement contains the entire agreement between the
parties relating to the subject matter hereof. It may be executed in any number
of counterparts, but the aggregate of such counterparts constitute only one and
the same instrument.
5.07. Partial Invalidity. In the event that any one or more of the provisions
contained in this Agreement shall for any reason be held to be invalid, illegal
or unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provision of this Agreement, but this Agreement shall
be construed as if it never contained any such invalid, illegal or unenforceable
provisions.
5.08. Controlling Law. The validity, interpretation and performance of this
Agreement shall be controlled by and construed under the laws of the State of
Texas, and venue for any lawsuit shall be in Dallas County, Texas.
5.09. Attorney's Fees. If any action at law or in equity, including any action
for declaratory relief, is brought to enforce or interpret the provisions of
this Agreement, the prevailing party shall be entitled to recover reasonable
attorney's fees from the other party. The attorney's fees may be ordered by the
court in the trial of any action described in this paragraph or may be enforced
in a separate action brought for determining attorney's fees.
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5.10. Survival of Representations, Warranties and Covenants. The
representations, warranties and covenants shall survive execution and closing,
and shall be unaffected by any investigation made by any party at any time.
5.11. Further Assurances. At any time and from time to time after the Closing
Date, all parties shall execute such additional instruments and take such other
and further action as may be reasonably requested by any other party to carry
out the intent and purpose of this Agreement.
5.12. Brokers. No party has engaged or is otherwise liable for any amount due or
to become due to any broker or sales agent in regards of the transactions giving
rise to and/or evidenced by this Agreement. In the event that any claim is
asserted by any person claiming a commission and/or finder's fee with respect to
this Agreement arising from any act, representation or promise of a party or
their representative(s), such party shall indemnify, save, defend and hold every
other party harmless from and against any and all such claims, as well as
against all related costs and expenses, including attorneys' fees and costs.
THE PARTIES HAVE CAUSED THIS AGREEMENT TO BE EXECUTED AND DELIVERED ON THE DATE
FIRST ABOVE WRITTEN TO BECOME EFFECTIVE, IF AT ALL, AT CLOSING.
Diversified Technologies Group, Inc.:
By: /s/ John C. Harris
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John Harris, CEO and President
Demandfax, Inc.
By: /s/ John P. Harris
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John P. Harris, President
Demandfax Shareholders:
By: John P. Harris
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