ALEXANDER MARK INVESTMENTS (USA), INC.
PROXY
FOR THE HOLDERS OF COMMON SHARES
THIS PROXY IS SOLICITED ON BEHALF OF ALEXANDER MARK INVESTMENTS (USA),
INC.
SPECIAL MEETING TO BE HELD ON MAY 18, 1998 AT 10:00 A.M.
The undersigned shareholder of Alexander Mark Investments (USA),
Inc. (the "Company")
hereby appoints Daniel Wettreich, or failing him, Jeanette P.
Fitzgerald as
Attorneys and Proxies to vote all the shares of the undersigned at
said Special
Meeting of Stockholders and at all adjournments thereof, hereby
ratifying and
confirming all that said Attorney and Proxies may do or cause to be
done by
virtue thereof. The above-named Attorneys and Proxies are instructed
to vote
all the undersigned's shares as follows:
1. RATIFY THE SELECTION OF AUDITORS FOR APRIL 30, 1997:
To ratify the appointment of __________, CPA, as auditors
for the fiscal year ended March 31, 1998.
AGAINST o FOR o ABSTAIN o
2. APPROVAL OF THE AMENDMENT OF THE ARTICLES OF INCORPORATION
CHANGING THE NAME OF THE COMPANY:
To approve the change in the name of the Company to
Wincroft, Inc.
AGAINST o FOR o ABSTAIN o
3. APPROVAL OF A 100 FOR 1 COMMON SHARES FORWARD SPLIT:
To increase the number of shares outstanding without affecting
the authorized number of common shares.
AGAINST o FOR o ABSTAIN o
4. APPROVAL OF THE AMENDMENT TO THE ARTICLES OF THE COMPANY TO CREATE
PREFERRED SHARES.
To approve the creation of preferred shares to give the Company
flexibility in raising capital and otherwise acquiring assets.
AGAINST o FOR o ABSTAIN o
5. APPROVAL OF THE TRANSFER OF CONTROL OF THE COMPANY FROM FORSAM
VENTURE FUNDING, INC. A PRIVATE COMPANY TO JASON CONWAY.
AGAINST o FOR o ABSTAIN o
6. APPROVAL OF THE ISSUANCE OF COMMON AND PREFERRED STOCK ALONG WITH
A PROMISSORY NOTE TO ACQUIRE THE VIDEOTALK [TM] PRODUCT.
AGAINST o FOR o ABSTAIN o
7. RATIFY ALL PREVIOUS CORPORATE ACTIONS OF THE OFFICERS AND
DIRECTORS OF THE COMPANY.
AGAINST o FOR o ABSTAIN o
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE,
THIS PROXY WILL BE VOTED FOR PROPOSAL 1, 2,3, 4, 5, 6, AND 7.
Dated this _______ day of ______________, 1998
______________________________________________
Signature of Shareholder
______________________________________________
Signature of Shareholder
______________________________________________
Please Print Name
______________________________________________
Please Print Name
Please date and sign exactly as your name or names appear on
your stock
certificate. Joint owners should each sign personally. If
signing in any
fiduciary or representative capacity, give full title as such
and provide
authorization. For shares held by a corporation, please affix its
corporate
seal.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY PROMPTLY USING THE
ENCLOSED
ENVELOPE.
ALEXANDER MARK INVESTMENTS (USA), INC.
2415 Midway
Suite 115
Carrollton, Texas 75006
NOTICE OF MEETING OF SHAREHOLDERS
To be Held On May 18, 1998
Notice is hereby given that the Special Meeting of Shareholders
of Alexander Mark Investments (USA), Inc. (the "Company") will be held
at the offices of the
Company on the 18th of May at 10:00 a.m., local time, for the
following purposes:
(1) To ratify the appointment of auditors for the fiscal year
ended March 31, 1998.
(2) To approve the amendment of the articles of incorporation to
change the Company's name to Wincroft, Inc.
(3) To approve a 100 for 1 forward stock split to increase the
number of common shares outstanding without affecting the stated value
of the common shares.
(4) To approve the amendment to the articles of incorporation to
create preferred shares.
(5) To approve the transfer of control of the Company to Jason
Conway.
(6) To approve the issuance of common and preferred stock along
with a promissory note to acquire the VideoTalk product.
(7) To ratify all previous actions of the officers and directors
of the Company.
(8) To transact such other business as may properly come before
the meeting or any adjournments thereof.
The accompanying Proxy Statement contains information regarding, and a
more complete description of, the items of business to be considered
at the meeting.
Only shareholders of record at the close of business April 22,
1998 are entitled to notice of, and to vote at, the Meeting of
Shareholders and any adjournment(s) thereof.
You are cordially invited to attend the meeting, but if you are
unable to do so, PLEASE SIGN AND DATE THE ACCOMPANYING PROXY AND
RETURN IT PROMPTLY IN THE
ENCLOSED SELF ADDRESSED ENVELOPE. If you attend the meeting, you may
vote in person if you wish, whether or not you have returned the
proxy. In any event, a
proxy may be revoked at any time before it is exercised.
By Order of the Board of Directors
Jeanette Fitzgerald
Corporate Secretary
Dallas, Texas
April 16, 1998
ALEXANDER MARK INVESTMENTS (USA), INC.
2415 Midway, Suite 115
Carrollton, Texas 75006
PROXY STATEMENT
for
SPECIAL MEETING OF SHAREHOLDERS
To be Held May 18, 1998
This Proxy Statement is sent to shareholders of Alexander
Mark Investments (USA), Inc. (the "Company"), in connection with the
solicitation of proxies by the Board of Directors of the Company for
use at the Special Meeting of Shareholders of the Company to be held
on May 18, 1998 at 10:00 a.m., local time at the offices of the
Company any adjournment(s) thereof, for the purposes set forth in
the accompanying Notice of Special Meeting
of Shareholders. Solicitation of proxies may be made in person or
by mail, telephone or telegraph by directors, officers, and regular
employees of the Company. The Company will also request banking
institutions, brokerage firms, custodians, nominees, and
fiduciaries to forward solicitation materials to
the beneficial owners of common stock of the Company held of
record by such persons, and the Company will reimburse the
forwarding expenses. The cost of solicitation of proxies will be paid
by the Company. This Proxy Statement and the enclosed proxy are
first being sent to shareholders of Alexander Mark Investments (USA),
Inc. on or about April 27, 1998.
Pursuant to the Private Securities Litigation Reform Act of 1995 the
Company, in addition to historical information, certain
information within this proxy statement contains forward looking
statements. These statements are subject to certain risks and
uncertainties that could cause actual results to differ
materially from those set forth including but not limited to
competition among employers for appropriate personnel, the Company's
dependence on outside suppliers and the need to go to outside
consulting sources, the continued ability to create and /or
acquire products that customers will accept; the impact of
competition and changing competitors; the changing nature of
regulations and the manner in which they are interpreted; and
pricing pressures in addition to normal economic and world
factors beyond the control of the Company.
REVOCATION OF PROXIES
Any Shareholders returning the accompanying proxy may revoke
such proxy at any time prior to its exercise (a) by giving
written notice to the Corporate Secretary of the Company of such
revocation prior to its use, (b) by voting in person at the
meeting, or (c) by executing and filing with the Corporate
Secretary of the Company a later dated proxy.
OUTSTANDING STOCK AND CERTAIN SHAREHOLDERS
The voting securities of the Company are shares of its common
stock, $0.002 stated value("Common Stock"), each share of which
entitles the holder to one vote at the Special Meeting of
Shareholders and any adjournment(s) thereof. At April 13, 1998
there were outstanding and entitled to vote 41,121 pre-forward split
shares of Common Stock. Only shareholders of record at the
close of
business on April 22, 1998, are entitled to notice of, and to
vote at, the Special Meeting of Shareholders and any
adjournment(s) thereof.
The following table shows the amount of common stock, no par
value, ($.002 stated value), owned as of April 13, 1998 by each
person known to own beneficially more than five percent (5%) of
the outstanding common stock of the Registrant, by each director,
and by all officers and directors as a group (3 persons). Each
individual has sole voting power and sole investment power with
respect to the shares beneficially owned. On March 31, 1998, Forsam
Venture Funding surrendered 7,495,539 shares to the Company for
Treasury. The Company did not pay Forsam Venture Funding any
compensation for the surrendering of the shares.
<TABLE>
<S> <C> <C>
Name and Amount and Percent
Address of Nature of
Beneficial Owner Beneficial Ownership of
Class
Daniel Wettreich 20,000 (1) 48.6%
2415 Midway, Suite 115
Carrollton, Texas 75006
Jeanette Fitzgerald 250 0.6%
2415 Midway, Suite 115
Carrollton, Texas 75006
All Officers and Directors 20,250 (1) 49.2%
as a group (3 persons)
Forsam Venture Funding, Inc. 20,000 48.6%
2415 Midway, Suite 121
Carrollton, Texas 75006
M.Y. Wettreich 15,000 (2) 36.4%
34 Monarch Court
Lyttleton Road
London, England
Abuja Consultancy, Ltd. 6,000 14.6%
Oceanic House
P.O. Box 107
Duke Street
Grand Turk
Turks & Caicos Islands
</TABLE>
(1) 20,000 of these shares are in the name of Forsam Venture
Funding, Inc. A private company which is owned by the three children
of Daniel Wettreich. Mr. Wettreich has disclaimed all beneficial
interest in such shares.
(2) Includes 6,000 shares owned by Abuja Consultancy Ltd. which is
affiliated with M.Y. Wettreich.
For the years ended April 30, 1997 and 1996, the Company incurred
stock transfer fees to a company associated with the President of the
Company in the amounts of $9,573 and $2,920 respectively.
Since the beginning of the registrant's last fiscal year,
there have been no material transactions between the
registrant and its management and/or 5% or greater security
holders, other than as set out in Management's Proposal VI and VII.
Nor have there been any material revenue impacting
relationships.
In March 1998, Forsam Venture Funding acquired majority control of the
outstanding shares of the Registrant through private purchases of the
outstanding stock. On March 31, 1998, Forsam entered into a
conditional contract to sell all its shares in Registrant to Jason
Conway for an undisclosed sum.
The Registrant entered into a conditional agreement on March 31, 1998
with Third Planet Publishing, Inc., a wholly owned subsidiary of
Camelot Corporation, a public company to acquire the VideoTalk [TM]
product for Third Planet Publishing, Inc.,'s cost of $7,002,056
payable by way of the issuance of common stock , preferred stock and a
promissory note. Mr. Wettreich and Ms. Fitzgerald are officers and
directors of Camelot Corporation and Third Planet Publishing, Inc..
Both transactions require shareholders approval at this meeting. See
Management's Proposal VI and VII described more fully herein.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES AND EXCHANGE ACT OF
1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's executive officers, directors, and persons who
beneficially own more than 10% of the Company's Common Stock to file
initial reports of ownership and reports of changes in ownership
with the Securities and Exchange Commission ("SEC").
Such persons are required by SEC regulations to furnish the
Company with copies of all Section 16(a) forms filed by such
person.
Based solely on the Company's review of such forms furnished to the
Company and written representations from certain reporting persons,
the Company believe that all filing requirements applicable to
the Company's executive officers, director, and more than 10%
stockholders were complied with.
SHAREHOLDER PROPOSALS
According to Rule 14a-8 promulgated under the Securities
Exchange Act of 1934, a shareholder may require that certain
proposals suggested by the shareholders be voted upon at a
shareholders meeting. Information concerning such proposal may be
submitted to the Company for inclusion in the Company's Proxy
Statement. Such proposals must be submitted to the Company
before October 17, 1998 for consideration at the 1998 annual
shareholders meeting.
MANAGEMENT PROPOSAL I
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
FOR THE FISCAL YEAR ENDED March 31, 1998
The following resolution will be offered by Management
pursuant to the Board of Directors resolutions at the meeting:
RESOLVED, that the appointment by the Board of Directors of
__________, as independent auditors of the Company for the year
ending March 31, 1998 is hereby approved.
It is not intended that a representative of _______
will be present at the meeting or be available for questions.
During the previous two years, there were no disagreements
between the Company and the previous auditors regarding a policy or
disclosure.
Neither this accountant nor any accountant for the past two
years has rendered an audit opinion containing an adverse opinion or
a disclaimer of opinion or were any of the opinions qualified or
modified as to uncertainty, audit scope or accounting
principles.
MANAGEMENT PROPOSAL II
APPROVAL OF THE AMENDMENT OF THE ARTICLES OF INCORPORATION TO CHANGE
THE NAME OF THE COMPANY
The following resolution will be offered by Management pursuant to
the Board of Directors resolutions at the meeting:
"RESOLVED, that the Articles of Incorporation shall be amended as
set out below to change the name of the Company to Wincroft, Inc.
ARTICLE I
The name of the Company shall be amended from Alexander Mark
Investments (USA), Inc. to
Wincroft, Inc. "
The name is being changed as requested by the proposed new control
shareholder to reflect a change in control of the company.
MANAGEMENT PROPOSAL III
APPROVE A 100 FOR 1 FORWARD STOCK SPLIT TO INCREASE THE NUMBER OF
SHARES
The following resolution will be offered by Management pursuant to
the Board of Directors resolutions at the meeting:
"RESOLVED, that a 100 for 1 forward stock split shall be
effected on all the outstanding shares of the Company with no
effect on the authorized shares."
The board has determined that in order to best provide value to the
shareholders of the Company, acquisitions of ongoing businesses
should be considered. Acquisitions may entail the issuance of
new shares in the Company. The board has therefore determined that
the number of outstanding shares shall be increased without adjusting
the authorized share value. Upon passage of
this resolution new certificates will be prepared and will be issued
upon submission by the shareholders to the transfer agent. Any old
certificates in the name of Alexander Mark Investments (USA) Inc.
will be immediately exchanged for Wincroft, Inc. certificates upon
presentment to the transfer agent.
MANAGEMENT'S PROPOSAL IV
APPROVAL OF THE AMENDMENT TO THE ARTICLES OF THE COMPANY TO CREATE
PREFERRED SHARES
The following resolution will be proposed by management at the
meeting for shareholder approval:
" RESOLVED, that the Articles of the Company be amended to create
preferred shares as follows:
Fourth: The total number of shares of all classes which the
corporation shall have authority to issue is 100,000,000, of
which 75,000,000 shares shall be Common Stock of no par
value and of which 25,000,000 shares shall be Preferred
Stock of the par value of $.01,(the "Preferred Stock,") with
the following designations, powers, preferences, rights,
qualifications, limitations, or restrictions:
1) The Board of Directors is expressly authorized at any time, and
from time to time, to provide for the issuance of shares of
Preferred Stock in one or more series, with such voting powers,
full or limited, but not to exceed one vote per share, or without
voting powers and with such designations, preferences and
relative, participating, optional or other annual rights, and
qualifications, limitations, or restrictions thereof, as shall be
expressed in the resolution or resolutions providing for the
issue thereof adopted by the Board of Directors and as not
expressed in this Certificate of Incorporation or any amendment
thereto, including, but without limiting the generality of the
foregoing, the following:
a)the designation of such series;
b)the dividend rate of such series, the conditions and
dates upon which such dividends shall be payable, the
preference or relation which such dividends shall bear to
the dividends payable on any other class or classes of
capital stock of the Corporation, and whether such dividends
shall be cumulative or non-cumulative;
c)whether the shares of such series shall be subject to
redemption, the times, prices and other terms and conditions
of such redemption;
d)the terms and amount of any sinking fund provided for
the purchase or redemption of the shares of such series;
e)whether the shares of such series shall be
convertible into or exchangeable for shares of any other
class or classes or of any other series of any class or
classes of capital stock of the Corporation, and, if
provision be made for conversion or exchange, the times,
prices, rates, adjustments, and other terms and conditions
of such conversion or exchange;
f)the extent, if any, to which the holders of the
shares of such series shall be entitled to vote as a class
or otherwise with respect to the election of directors or
otherwise; provided, however, that in no event shall any
holder of any series of Preferred Stock be entitled to more
than one vote for each share of such Preferred Stock held by
him;
g)the restrictions and conditions, if any, upon the
issue or reissue of any additional Preferred Stock ranking
on a parity with or prior to such shares as to dividends or
upon dissolution;
h)the rights of the holders of the shares of such
series upon the dissolution of, or upon the distribution of
assets of, the Corporation, which rights may be different in
the case of a voluntary dissolution than in the case of an
involuntary dissolution.
2) except as otherwise required by law and except for such voting
powers with respect to the election of directors or other matters as
may be stated in the resolution of the Board of Directors creating
any series of Preferred Stock, the holders of any such series shall
have no voting power whatsoever.
All shares, when issued shall be fully paid and
nonassessable; and the private property of stockholders
shall not be liable for corporate debts. Stockholders shall
have no preemptive rights.
All matters properly presented for shareholder vote
shall be affirmed by a majority of the shareholders voting
unless the laws of the state of Colorado absolutely require
a larger vote."
The Board believes this is an amendment required in order to provide
flexibility in the acquisition of assets and the raising of funds for
the Company. As reflected in Management's Proposal VI, preferred
shares are to be issued for the acquisition of the VideoTalk product.
Approval of this resolution is required as one of the conditions of
the contract selling the control of the company and for the
acquisition of the VideoTalk product.
MANAGEMENT'S PROPOSAL V
TO APPROVE THE TRANSFER OF CONTROL OF THE COMPANY TO JASON
CONWAY.
The following resolution will be offered by management of the Company:
RESOLVED, that the contract entered into by Forsam Venture Funding,
Inc. to sell its controlling block of shares in the Company to Jason
Conway is approved.
Jason Conway is familiar with and believes he can successfully market
the Video Talk product. He has entered into an agreement with Forsam
Venture Funding to buy control of the Company conditional on
shareholders approving the following:
a) change the name of the Company to Wincroft, Inc.
b) affect a 100 for 1 forward stock split;
c) create preferred shares;
d) approve Conway purchasing control from Forsam;
e) approve the acquisition of the VideoTalk product by the Company
by way of the issuance of common and preferred stock and a promissory
note.
MANAGEMENT'S PROPOSAL VI
TO APPROVE THE ISSUANCE OF COMMON AND PREFERRED STOCK ALONG WITH A
PROMISSORY NOTE TO ACQUIRE THE VIDEOTALK PRODUCT.
The following resolution will be offered by management pursuant to the
Board of Directors resolutions at the meeting:
RESOLVED, that the transaction wherein the Company shall purchase the
VideoTalk product from Third Planet Publishing, Inc. for the issuance
of common stock, preferred stock and a $2,000,000 promissory note for
a total price of $7,002,056 is hereby approved."
The Company has entered into a conditional contract to acquire all the
right, title and interest in the VideoTalk product from Third Planet
Publishing, Inc. VideoTalk is a complete hardware and software system
which, when connected to a multimedia PC, enables full-duplex video
conferencing over the Internet. VideoTalk does not require a sound
card or a video capture card, and allows video conferencing over the
Internet with only a 28.8 kbps modem and a 60MHz Pentium-class PC.
Shareholder approval of this contract is required before the contract
can close.
The acquisition contract requires the issuance of 5,000 shares of
$1,000 Preferred Shares, Series A, 1,028,000 (post forward split)
common shares (equating to 19.9% of the outstanding shares) and a
promissory note in the amount of $2,000,000. The Preferred Shares,
Series A are non-voting and 10% yield. Shareholder approval is being
requested as Third Planet Publishing Inc. is a wholly owned subsidiary
of Camelot Corporation a corporation of which the present officers of
the Company are also officers.
MANAGEMENT'S PROPOSAL VII
RATIFY ALL PREVIOUS CORPORATE ACTIONS OF THE OFFICERS AND DIRECTORS OF
THE COMPANY.
As the management of the Company is changing, the retiring management
of the company is seeking to ratify all past actions of the company by
the officers and directors.
The following resolution will be offered by management pursuant to the
Board of Directors resolutions at the meeting:
RESOLVED, that all previous corporate actions of the officers and
directors of the company since the last shareholder meeting on
December 23, 1996 are hereby ratified."
SHAREHOLDER APPROVAL
Shareholders, representing a majority of those common shares
outstanding, and eligible to vote must return proxies to constitute a
quorum, including abstentions. The controlling shareholder, Forsam
Venture Funding, Inc., has already expressed its approval and
intention to vote for all the above resolutions. A majority of
those shares constituting the quorum eligible to vote is required
for approval of Management Proposal I, II, III, IV, V, VI, and VII.
OTHER BUSINESS
The Board of Directors of the Company does not know of any
other business to be presented at the Special Meeting. If any
other matters are properly brought before the meeting, however, it
is intended that the persons named in the accompanying form of proxy
will vote such proxy in accordance with their best judgment.
By order of the Board of Directors
Jeanette P. Fitzgerald
Corporate Secretary
Dallas, Texas
April 22, 1998
VIDEOTALK PURCHASE AGREEMENT
AGREEMENT made this 31st day of March, 1998 by and between,
ALEXANDER MARK INVESTMENTS, (USA), INC. located at Elthorne
Gate, 64 High Street, Pinner, Middlesex HA5 5QA hereinafter
referred to as "AMI", and THIRD PLANET PUBLISHING, INC. a
Florida corporation located at 2415 Midway Road, Suite 121,
Carrollton, Texas 75006, hereinafter referred to as "TPP".
WHEREAS, TPP wishes to sell all its interest in the
VideoTalk [TM] videoconferencing product;
WHEREAS, AMI wishes to purchase the VideoTalk product;
NOW, THEREFORE, in consideration of the mutual covenants
and agreements, the said parties hereby agree as follows:
I. ASSIGNMENT AND PURCHASE
1.1 TPP agrees to grant, sell, transfer, assign, and deliver
to AMI all right, title, and interest of every kind and
character throughout the world (including but not limited to
all copyrights, moral rights, trade secret rights, patent
rights, and other proprietary rights) in the VideoTalk
product for $ 7,002,056 payable as set out below.
1.02 AMI agrees to accept the assignment and purchase the
VideoTalk product for $ 7,002,056 as set out below.
II. CLOSING
2.01 On the Closing Date set forth in paragraph 2.03
hereof, TPP agrees to deliver all written information,
manuals, hardware, prototypes, software and all related
information pertaining to the VideoTalk product;
2.02 On the Closing Date set forth in paragraph 2.03 hereof,
AMI agrees to deliver 1,028,000 restricted common ($0.002
stated value) AMI Shares, $5,000,000 worth of non-voting
preferred (such preferred stock to have rights and
preferences as set out in the Certification in Exhibit A),
and a 10% note in the amount of $2,000,000 all properly
registered in the name of TPP;
2.03 If all conditions are met Closing shall be effective
March 31, 1998 at the offices of TPP or such other time and
place as TPP and AMI may agree;
2.4 Closing shall be subject to:
1. The completion of a shareholders' meeting wherein the
following items are approved:
a. AMI shareholders approving a 100-1 forward split;
b. AMI shareholders approving this transaction;
c. AMI shareholders approving the creation of preferred
stock on the terms as set out in the agreement.
III. TPP REPRESENTATIONS
3.01 TPP hereby warrants and represents the following facts,
the truth and accuracy of which are conditions precedent to
the Closing:
(a)TPP is not required by any provision of federal, state, or
local law to take any further action or to seek any
governmental approval of any nature prior to the acquisition
by it of the AMI Shares;
(b)TPP will provide to the extent available all necessary
information to AMI to permit the due filing of disclosure
documents required of TPP or AMI;
(c)The representations, warranties, and covenants in this
Agreement, in the Exhibits to this Agreement, in the
documents and information presented from TPP to AMI do not
contain and will not contain any untrue statements of
material facts that are necessary to the statements contained
in this Agreement, in the Exhibits and in the documents and
information furnished to AMI which would render them
misleading;
(d)TPP is acquiring the AMI Shares for itself and not with
a view towards its distribution and is acting solely for
itself and for no other person, firm, partnership,
corporation, or entity
(e) TPP represents and warrants to AMI that TPP has full
right, power and authority to make this Assignment and
Purchase Agreement pertaining to the VideoTalk product,and
that TPP is transfering to AMI good and marketable title to
the VideoTalk product, free and clear of all liens, security
interests, options, encumbrances, or indebtedness of any
kind.
(f) AMI representatives have had full opportunity to review
and test the VideoTalk product and TPP makes no warranties
other than those expressly stated in this Agreement..
.
IV. AMI'S REPRESENTATIONS
4.01AMI hereby warrants and represents the following facts,
the truth and accuracy of which are conditions precedent to
the Closing:
(a) AMI is not prevented by any federal, state, or local law
or by any provision of any contract, mortgage, indenture, or
other instrument from entering into this Agreement;
(b)AMI will duly file all required disclosure documents
required by the Federal Securities Laws upon the execution
and consummation of this Agreement.
(c)The shares when issued will be fully paid and non-
assessable;
(d)There are no undisclosed interests, present or future, in
the AMI Shares, nor does AMI know of any assertion of such an
interest;
(e)There are no provisions of any contract, indenture, or
other instrument to which AMI is a party or to which the AMI
Shares, are subject which would prevent, limit, or condition
the sale and transfer of the AMI Shares to Conway.
(f)The representations, warranties, and covenants in this
Agreement, in the Exhibits to this Agreement, in the
documents and information presented from AMI to TPP do not
contain and will not contain any untrue statements of
material facts that are necessary to the statements contained
in this Agreement, in the Exhibits and in the documents and
information furnished to TPP which would render them
misleading;
V. AMI'S COVENANTS
5.01AMI hereby covenants as follows:
(a)On the Closing Date, AMI shall deliver to TPP
certificates for the AMI common shares properly registered,
certificates for the AMI Preferred Shares, and a fully
executed note substantially in the form of Exhibit A of this
Agreement.
(b)From the date hereof, AMI will not assign or grant any
interest or agree to assign or grant any interest in this
Agreement without the prior written consent of TPP.
VI. TPP'S COVENANTS
6.01 (a)TPP will not assign or grant any interest or agree
to assign or grant any interest in this Agreement or the AMI
Shares without the prior written consent of AMI.
(b)TPP will provide AMI and its Counsel, accountants and
other representatives with full access to all documents,
manuals, prototypes and source code relating to the VideoTalk
product;
.
VII. CONDITIONS OF CLOSING
It is a condition to Closing that:
7.01AMI
(a) AMI shall deliver to TPP a certificate dated as of the
Closing Date that all the representations of AMI remain true
and correct without change and that AMI has performed or
complied with all covenants;
(b) AMI has obtained its Board of Directors approval;
(c) AMI will file all required documents pursuant to the
Federal Securities Law and obtained all required approvals;
(d) AMI will have arranged for AMI to have a shareholder
meeting for the shareholders to vote on the following items:
a. AMI shareholders approving a 100-1 forward split;
b. AMI shareholders approving this transaction;
c. AMI shareholders approving the creation of preferred
stock;
(e) The AMI shareholders will have approved the listed items
in subsection (d) of this paragraph;
(f) The Stock Purchase Agreement by and between Jason Conway
and Forsam Venture Funding, Inc., shall have closed either
prior to or simultaneously with this Agreement.
7.02TPP
(a)TPP shall deliver to AMI a certificate dated as of the
Closing Date that all the representations of TPP remain true
and correct without change and that TPP has performed or
complied with all covenants;
(b)TPP will file all required documents pursuant to the
Federal Securities Law and obtain all required approvals.
7.03TPP and AMI will furnish to each other such other
documents and opinions as may be reasonably requested by each
of them to the other.
VIII. MISCELLANEOUS
8.01It is understood and agreed that both parties and their
representatives (including counsel and accountants) shall
keep confidential any information (unless readily
ascertainable from public or published information or trade
sources) obtained from the either party concerning the
Agreement and this cancellation. In the event of the
termination of this Agreement, both parties and their
representatives shall promptly return to the other any
statements, documents, and other written information obtained
from the other party in connection therewith and without
retaining copies thereof.
8.02All representations and warranties by TPP, and AMI shall
be true and correct as of the Closing Date, shall survive the
Closing Date, and shall bind AMI, and TPP and their heirs and
assigns as to any breach thereof not disclosed in writing or
known to the parties prior to the Closing Date.
8.03Notwithstanding anything to the contrary herein
contained, if prior approval of the transaction contemplated
by this Agreement is required from any local, state, or
federal governmental board, commission, or other agency
("Approval"), then TPP and AMI hereby agree to use their best
efforts to obtain such Approval as expeditiously as possible,
the costs and expenses of which shall be borne by the party
whose primary responsibility it is under the law to obtain
such approval. It is the intent of the parties hereto that
if title to the AMI Shares may not be transferred prior to
the granting of this Approval,.then title to the AMI Shares
shall not pass from AMI to TPP nor shall title to the
VideoTalk product pass from TPP to AMI until Approval has
been obtained.
8.04No remedy conferred by any of the specific provisions of
this Agreement is intended to be exclusive of any other
remedy, and each remedy shall be cumulative and shall be in
addition to all other remedies given hereunder or now or
hereafter existing at law or in equity or by statute or
otherwise. The election of any one or more remedies by TPP
or AMI shall not constitute a waiver of the right to pursue
other available remedies.
8.05In the event that any part of this Agreement is
determined by a court of competent jurisdiction to be
unenforceable, the balance of the Agreement shall remain in
full force and effect.
8.06This Agreement shall be construed according to the laws
of the State of Texas.
8.07This Agreement may be executed in counterparts which
when taken together shall constitute one document.
<PAGE>
IN WITNESS WHEREOF, this Agreement has been executed by the
parties as of the date first written above.
THIRD PLANET PUBLISHING, INC.:
By:________________________
Daniel Wettreich, CEO
ALEXANDER MARK INVESTMENTS, (USA) INC.:
______________________
Jason Conway, CEO
<PAGE>
EXHIBIT A - SECRETARY'S CERTIFICATION
<PAGE>
SECRETARY'S CERTIFICATION
I, Jeanette Fitzgerald, the Corporate Secretary for Alexander
Mark Investments (USA), Inc. hereby certify this to be a
valid resolution of the Board of directors that has not been
superseded by any other resolutions:
RESOLVED, subject to shareholder approval of the creation of
preferred shares, the Corporation shall establish the terms
of the Preferred Shares, Series A (the "Preferred Shares")
having a total of 5,000 shares, which shall have the
following rights:
1)the Preferred Shares shall pay a cumulative dividend, when
and as declared by the Board of Directors out of funds
legally available therefor, of ten (10%) percent of the
purchase price, per annum, payable in cash. Further such
dividends shall accrue and be cumulative from the date of
issuance, whether or not declared and whether or not in any
dividend period there shall be surplus or net profits of the
Corporation legally available for the payment of such
dividends. No dividend shall be declared or set apart for
any series of preferred shares for any period unless at the
same time a like proportionate dividend for the same period
shall be declared or set apart for any the other class of
Preferred Shares then outstanding and entitled to receive
such dividend. So long as any shares of the Preferred shares
shall remain outstanding, no dividend shall be declared or
paid or set apart for payment on the common stock or any
other class of stock ranking junior to the Preferred Shares
in either payment of dividends or liquidation (all such
junior classes of stock including, without limitation, the
common stock, hereinafter referred to collectively as the
"Junior Stock") unless full dividends (including interest on
any accumulations of dividends) on all outstanding Preferred
Shares shall have been paid in full for all past dividend
periods and the dividends on all outstanding Preferred Shares
for the then current dividend period shall have been paid or
declared and sufficient funds set apart for payment thereof;
2)In the event of (i) any declaration by the Corporation of
a record date of the holders of any class of securities for
the purpose of determining the holders thereof who are
entitled to receive any dividend or other distribution or
(ii) any capital reorganization of the Corporation, any
reclassification or recapitalization of the capital stock of
the Corporation, any merger or consolidation of the
Corporation, and any transfer of all or substantially all of
the assets of the Corporation to any other Corporation, or
any other entity or person, or any voluntary or involuntary
dissolution, liquidation or winding up of the Corporation,
the Corporation shall mail to each holder of Preferred Shares
at least 20 days prior to the record date specified therein a
notice specifying (A) the date on which any such record is to
be declared for the purpose of such dividend or distribution
and a description of such dividend or distribution, (B) the
date on which any such reorganization, reclassification,
transfer, consolidation, merger, dissolution, liquidation or
winding up is expected to become effective, and (C) the time,
if any, that is to be fixed, as to when the holders of record
of common stock (or other securities) shall be entitled to
exchange their shares of common stock (or other securities)
for securities or other property deliverable upon such
reorganization, reclassification, transfer, consolidation,
merger, dissolution or winding up;
3)the outstanding Preferred shares, at the liquidation price
equal to $1000.00 per share plus all accrued but unpaid
dividends (the "Liquidation Amount"), shall have a
liquidation preference over the outstanding common shares in
the event of any liquidation or sale of the Corporation.
Upon the occurrence of such event, the holders of the
Preferred shares shall be entitled to receive, after payment
or provision for payment of the debts and other liabilities
of the Corporation, out of the assets of the Corporation
available for distribution to its shareholders, the
liquidation amount before any distribution of the assets
shall be made to the holders of the common shares. After
payment of the liquidation amount on the Preferred shares
shall have been made in full as provided in the preceding
sentence, but not prior thereto, the Preferred shares, and
the common shares shall, subject to the respective terms and
provisions, if any, applying thereto, be entitled to receive
any and all assets remaining to be paid or distributed, with
the Preferred shares on an as converted basis sharing with
the common shares pro-rata therein. However, should the
amounts payable on or with respect to the Preferred shares,
together with the amounts payable on or with respect to all
classes or series of stock ranking on a parity with the
Preferred shares as to distribution of assets, are not paid
in full, the holders of Preferred shares together with all
classes or series of stock ranking on a parity with the
Preferred shares as to distribution of assets, shall share
pro rata in any distribution of assets in respect of the
shares held by them upon such distribution in proportion to
the amounts that would have been distributable to each such
class or series if all amounts payable on or with respect to
the Preferred shares and any other class or series of stock
that so ranks on a parity with the Preferred shares had been
paid in full;
4)in the case of a merger or consolidation of the
Corporation with or in to another corporation, or the sale or
transfer of all, or substantially all, of the property or
assets of the Corporation, the holders of the Preferred
shares shall thereafter have the right to elect by giving
written notice to the Corporation to treat any of the
following as a liquidation, dissolution or winding up of the
Corporation: (i) all or substantially of all of the assets of
the Corporation, (ii) a merger where the Corporation is not
the surviving entity except a merger effected solely for the
purpose of incorporating in a new jurisdiction.
6) the Preferred Shares shall not be subject to
redemption unless the shareholder and the Corporation agree.
7)the Preferred shares shall only have voting rights as
required pursuant to the Colorado Corporation Code and the
Corporation shall not:
(a)create any new class or series of stock that has a
preference over the Preferred shares or increase the number
of authorized Preferred shares.
(b)do any act or thing not authorized or contemplated by
this Designation which would result in taxation of the
Holders of Preferred shares under Section 305 of the Internal
Revenue Code of 1986, as amended (or any comparable provision
of the Internal Revenue Code as hereafter from time to time
amended).
Ceritified as true this 31st day of March, 1998.
____________________
Corporate Secretary
<PAGE>
EXHIBIT B - FORM OF PROMISSORY NOTE
<PAGE>
PROMISSORY NOTE
US$2,000,000 Dallas, Texas March 31, 1998
FOR VALUE RECEIVED, Wincroft, Inc. (hereinafter called
"Maker"), located at Elthorne Gate 64 High Street, Pinner
Middlesex HA5 5QA hereby promises to pay to the order of
THIRD PLANET PUBLISHING, INC.("Third Planet"), 2415 Midway
Suite 115, Carrollton, Texas 75006 the sum of TWO MILLION
DOLLARS (US $2,000,000) with interest at ten (10%) percent
per annum in United States dollars as hereinafter provided.
1. The principal of this note shall be due and payable on
the fifth year anniversary of the date of this Note, and for
payment at the above address, but without other notice or
demand. Interest shall be due annually on the anniversary of
the date of this Note. Presentment for payment may be made
between the hours of 10:00 a.m. CST and 4:00 p.m. CST.
Maker's failure to pay the amount due hereunder within ten
(10) days from the date of demand shall be deemed a default
hereunder.
2. All past due amounts hereunder, principal, or costs of
collection including reasonable attorney's fees, shall bear
interest at the lessor of the highest rate permitted by law
or Eighteen Percent (18%) per annum from the date the payment
thereof shall have become due, until fully paid.
3. On the occurrence of an Event of Default, Third Planet
may sue for default and any other remedy available at law or
equity with no remedy being exclusive. In the event that
Third Planet shall employ an attorney to recover on this
Note Third Planet shall be entitled to receive compensation
for its expenses for attorneys fees.
4. Maker hereby represents that it has full authority to
enter into this Promissory Note, that is it duly incorporated
and in good standing in the state or country of
incorporation, that by entering into this Promissory Note it
is not breaching any mortgage, indenture, or any other
agreement which would prevent it from entering into this
Promissory Note. Further, the Maker represents that this is
a valid and binding obligation of the Maker, enforceable in
accordance with its terms, except as the same may be limited
by applicable bankruptcy, insolvency, reorganization,
moratorium or other similar laws effecting the rights of
creditors generally and available equitable remedies.
5. This Promissory Note along with the VideoTalk Assignment,
executed simultaneously set out all the terms of the parties
and may be amended only by a writing executed by all of the
parties hereto. These Agreements supersedes all prior
arrangements or understandings with respect thereto, whether
verbal or written. Maker represents that it has obtained
shareholder approval to execute this Agreement and the
Note.The terms and conditions of these Agreements shall inure
to the benefit of and be binding upon the parties and their
respective successors, heirs and assigns.
6. Any controversy or claim arising out of or relating to
this Promissory Note or any alleged breach thereof shall be
settled by binding arbitration in the State of Texas and
judgment upon the award rendered by the arbitrator shall be
final and may be entered into any court having jurisdiction
in the State of Texas. (Notwithstanding the foregoing,
nothing in this Agreement shall be interpreted to bar any
party hereto from seeking injunctive relief with respect to
any controversy or claim arising out of or relating to this
Promissory Note.) The party desiring arbitration shall serve
notice upon the other party, together with designation of the
first party's representative. If the person designated by
the first party is acceptable to the second party as an
arbitrator, the second party shall so notify the first party
within ten days and such representative shall serve as the
sole arbitrator, if not acceptable, the second party shall
designated his or its own representative in a notice to the
first party within the same 10-day period. The two
representatives so named, if such is the case, shall within
10 days thereafter appoint an arbitrator, and the arbitrator
shall then proceed forthwith to hear and unilaterally
determine the matter. If either party fails, within the
within allowed therefore, to appoint its representative, the
representative named by the other party shall act as the sole
arbitrator and unilaterally decide the matter. If the two
representatives are unable to agree upon an arbitrator within
10 days allowed therefor, either party may at any time apply
to the presiding Judge of any court of competent jurisdiction
for the appointment of an arbitrator, and the arbitrator
shall proceed forth with to hear and unilaterally determine
the matter, The arbitrator selected shall comply with the
rules of the American Arbitration Association as then in
effect. In no event shall the demand for arbitration be made
after the date when institution of legal or equitable
proceedings based on such claim, dispute or other matter in
question would be barred by the applicable statute of
limitation. This agreement to arbitrate shall be
specifically enforceable under the prevailing arbitration law
in Texas.
8. Dissolution or change of control without the
prior approval of the Third Planet, of Maker shall constitute
an Event of Default, which shall result in an acceleration of
the due date of this Note to the Event occurs.
"MAKER"
_____________________________________
________________________
By: _______________________
Its:_________________________
