<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
HARISTON CORPORATION
- -----------------------------------------------------------------------------
(Name of Issuer)
Common Stock Without Par Value
- -----------------------------------------------------------------------------
(Title of Class of Securities)
41255A
- -----------------------------------------------------------------------------
(CUSIP Number)
Tom S. Kusumoto
Suite 220, 375 Water Street, Vancouver, British Columbia, Canada V6B 5C6
Telephone: (604) 689-7565
- -----------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
March 5, 1998
- -----------------------------------------------------------------------------
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box [ ].
<PAGE> 2
CUSIP NO. 41255A
- -----------------------------------------------------------------------------
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above
Persons
Pacific Mercantile Company Limited
- -----------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [ ]
- -----------------------------------------------------------------------------
3) SEC Use Only
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4) Source of Funds
WC
- -----------------------------------------------------------------------------
5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
[ ]
- -----------------------------------------------------------------------------
6) Citizenship or Place of Organization
Province of Alberta, Canada
- -----------------------------------------------------------------------------
(7) Sole Voting Power
Number of
Shares Bene- - 0 -
----------------------------------------------------
(8) Share Voting Power
ficially
Owned by 696,000
----------------------------------------------------
(9) Sole Dispositive Power
Each Reporting
Person - 0 -
----------------------------------------------------
(10)Share Dispositive Power
With
696,000
- -----------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person
696,000
- -----------------------------------------------------------------------------
12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
- -----------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11)
5.5%
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14) Type of Reporting Person
CO
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<PAGE> 3
CUSIP NO. 41255A
- -----------------------------------------------------------------------------
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above
Persons
Cross Creek Finance Group Ltd.
- -----------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [ ]
- -----------------------------------------------------------------------------
3) SEC Use Only
- -----------------------------------------------------------------------------
4) Source of Funds
AF
- -----------------------------------------------------------------------------
5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
[ ]
- -----------------------------------------------------------------------------
6) Citizenship or Place of Organization
Province of British Columbia, Canada
- -----------------------------------------------------------------------------
(7) Sole Voting Power
Number of
Shares Bene- - 0 -
----------------------------------------------------
(8) Share Voting Power
ficially
Owned by 696,000
----------------------------------------------------
(9) Sole Dispositive Power
Each Reporting
Person - 0 -
----------------------------------------------------
(10)Share Dispositive Power
With
696,000
- -----------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person
696,000
- -----------------------------------------------------------------------------
12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
- -----------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11)
5.5%
- -----------------------------------------------------------------------------
14) Type of Reporting Person
CO
- -----------------------------------------------------------------------------
<PAGE> 4
ITEM 1. SECURITY AND ISSUER.
This statement relates to the shares of common stock without par value
of Hariston Corporation ("Hariston"), a corporation organized under the laws
of Canada, and having a principal executive office at Suite 1555, 1500 West
Georgia Street, Vancouver, British Columbia, Canada V6G 2Z6.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is filed on behalf of Cross Creek Finance Group Ltd.
("Cross Creek"), a company organized under the laws of the Province of
British Columbia, Canada, and Pacific Mercantile Company Limited ("Pacific
Mercantile"), a company organized under the laws of the Province of Alberta,
Canada, and the owner of 100% of the capital stock of Cross Creek. The
principal executive offices of Cross Creek and Pacific Mercantile are located
at Suite 220, 375 Water Street, Vancouver British Columbia, Canada V6B 5C6.
Cross Creek and Pacific Mercantile engage in financing, merchant banking and
investing activities. Pacific Mercantile and Cross Creek are sometimes
collectively referred to herein as the "Reporting Persons".
The following table lists the name, citizenship, principal business
address and principal occupation of the executive officers and directors of
Pacific Mercantile and Cross Creek. Tom S. Kusumoto and Tian R. Kusumoto are
directors and officers of both Pacific Mercantile and Cross Creek.
<TABLE>
NAME RESIDENCE OR PRINCIPAL CITIZENSHIP
BUSINESS ADDRESS OCCUPATION
<S> <C> <C> <C>
Tom S. Suite 202, 375 Water Street, Director and President of Pacific Mercantile; Director Canadian
Kusumoto Vancouver, British Columbia, and President of Cross Creek; Securities Analyst of
Canada V6B 5C6 Mercury Partners & Company Ltd.
Tian R. Suite 202, 375 Water Street, Director and Secretary of Pacific Mercantile; Director Canadian
Kusumoto Vancouver, British Columbia, and Secretary of Cross Creek; President of TRK
Canada V6B 5C6 Investment Corporation; Director, President,
Secretary, Chief Executive Officer and Chief Financial
Officer of Guardian Bancorp Ltd.
H. Thomas Suite 202, 375 Water Street, Director of Pacific Mercantile. Canadian
Irwin Vancouver, British Columbia,
Canada V6B 5C6
</TABLE>
During the last five years, neither Pacific Mercantile, Cross Creek nor,
to the knowledge of Pacific Mercantile and Cross Creek, any of their officers
or directors, have been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), nor have they been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and
as a
<PAGE> 5
result of such proceeding were or are subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
Both Pacific Mercantile and Cross Creek have executed a joint filing
agreement consenting to the joint filing of this Schedule 13D. Such
agreement is filed as Exhibit 1 to this Schedule 13D and is incorporated
herein by reference.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Cross Creek received the funds necessary to purchase 696,000 shares of
common stock of Hariston at a price of $0.15 per share for an aggregate
purchase price of $104,400.00 from Pacific Mercantile. Pacific Mercantile
transferred such funds to Cross Creek from Pacific Mercantile's working
capital.
ITEM 4. PURPOSE OF TRANSACTION.
Cross Creek has acquired 696,000 shares of common stock of Hariston for
investment purposes. From time to time, the Reporting Persons intend to
discuss with management of Hariston the Reporting Persons' suggestions for
enhancing shareholder value. Such suggestions may relate to one or more of
the transactions specified in clauses (a) through (j) of Item 4 of Schedule
13D under the Securities and Exchange Act of 1934 (the "Exchange Act"). In
this regard, the Reporting Persons will consider participation in appropriate
shareholder action with a view to enhance shareholder value.
Other than as described above, neither Pacific Mercantile, Cross Creek
nor, to the knowledge of the Reporting Persons, any of their directors or
executive officers, have any plans or proposals which relate to or may result
in any of the matters listed in Items 4(a)-(j) of Schedule 13D under the
Exchange Act. The Reporting Persons reserve the right to acquire additional
securities of Hariston, to dispose of such securities at any time or to
formulate other purposes, plans or proposals regarding Hariston or any of its
securities, to the extent deemed advisable in light of their general
investment and trading policies, market conditions or other factors.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
On March 5, 1998, Cross Creek acquired, in aggregate, 696,000 shares of
common stock of Hariston at a price of $0.15 per share, pursuant to share
purchase agreements with Oeri Finance Inc. ("Oeri") and JB Oxford & Company
("Oxford"). Such agreements are filed as Exhibits 2 and 3, respectively, to
this Schedule 13D and are incorporated herein by reference. Cross Creek is a
wholly-owned subsidiary of Pacific Mercantile. As a result, Cross Creek is
the direct beneficial owner, Pacific Mercantile is an indirect beneficial
owner, and Pacific Mercantile and Cross Creek have the shared power to direct
the vote and disposition, of such shares, which represent 5.5% of Hariston's
outstanding common stock.
<PAGE> 6
To the knowledge of the Reporting Persons, none of their directors or
executive officers have any power to vote or dispose of any shares of common
stock of Hariston, nor did they, the Reporting Persons, effect any
transactions in such shares during the past 60 days, except as disclosed
herein.
To the knowledge of the Reporting Persons, no other person has the right
to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the 696,000 shares of common stock of Hariston
acquired by Cross Creek.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
The description of the purchase of 696,000 common shares of Hariston by
Cross Creek from Oeri and Oxford, described in Items 4 and 5 above, is
qualified in its entirety by reference to Exhibits 2 and 3, which contain the
text of the purchase and sale agreements and are incorporated herein by
reference.
In addition, Cross Creek entered into option agreements with Oeri and
Oxford wherein Cross Creek granted to Oeri and Oxford the right, for a period
of 15 days commencing on March 4, 1999, to acquire 300,000 and 396,000 common
shares of Hariston, respectively, at a price of $0.15 per share and,
conversely, each of Oeri and Oxford granted to Cross Creek the right to sell
same at a price of $0.15 per share to Oeri and Oxford for a period of 15 days
commencing thereafter. The option agreements are filed as Exhibits 4 and 5 to
this Schedule 13D and are incorporated herein by reference, and qualify in
its entirety the foregoing description of the option agreements.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit Number Description
- -------------- -----------
1 Joint Filing Agreement between Pacific Mercantile
Company Limited and Cross Creek Finance Group Ltd.
dated March 13, 1998.
2 Share Purchase Agreement between Oeri Finance Inc. and
Cross Creek Finance Group Ltd. dated for reference
March 4, 1998.
3 Share Purchase Agreement between JB Oxford & Company
and Cross Creek Finance Group Ltd. dated for reference
March 4, 1998.
4 Option Agreement between Cross Creek Finance Group
Ltd. and Oeri Finance Inc. dated March 4, 1998.
5 Option Agreement between Cross Creek Finance Group
Ltd. and JB Oxford & Company dated March 4, 1998.
<PAGE> 7
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
March 13, 1998
-------------------------------------
(Date)
PACIFIC MERCANTILE COMPANY
LIMITED
By:
/s/ Tom S. Kusumoto
-------------------------------------
(Signature)
Tom S. Kusumoto, President
-------------------------------------
(Name and Title)
March 13, 1998
-------------------------------------
(Date)
CROSS CREEK FINANCE GROUP LTD.
By:
/s/ Tom S. Kusumoto
-------------------------------------
(Signature)
Tom S. Kusumoto, President
-------------------------------------
(Name and Title)
<PAGE> 8
EXHIBIT INDEX
-------------
1 Joint Filing Agreement between Pacific
Mercantile Company Limited and Cross Creek
Finance Group Ltd. dated March 13, 1998.
2 Share Purchase Agreement between Oeri Finance
Inc. and Cross Creek Finance Group Ltd. dated
for reference March 4, 1998.
3 Share Purchase Agreement between JB Oxford &
Company and Cross Creek Finance Group Ltd.
dated for reference March 4, 1998.
4 Option Agreement between Cross Creek Finance
Group Ltd. and Oeri Finance Inc. dated March 4,
1998.
5 Option Agreement between Cross Creek Finance
Group Ltd. and JB Oxford & Company dated March
4, 1998.
<PAGE> 1
JOINT FILING AGREEMENT
THIS AGREEMENT dated the 13th day of March, 1998.
WHEREAS:
A. Cross Creek Finance Group Ltd. ("Cross Creek") is the direct beneficial
owner of 696,000 shares (the "Shares") of common stock of Hariston
Corporation, and Pacific Mercantile Company Limited ("Pacific
Mercantile") is the indirect beneficial owner of the Shares; and
B. Each of Pacific Mercantile and Cross Creek (each a "Filer" and,
collectively, the "Filers") are responsible for filing a Schedule 13D
dated March 13, 1998 (the "Schedule 13D") relating to the Shares,
pursuant to U.S. securities laws;
NOW THEREFORE THE PARTIES AGREE AS FOLLOWS:
1. Each Filer covenants and agrees that it is individually eligible to use
the Schedule 13D;
2. Each Filer covenants and agrees that it is individually responsible for
the timely filing of the Schedule 13D, and any amendments thereto, and
for the completeness and accuracy of the information contained therein
concerning itself, but is not responsible for the completeness and
accuracy of any of the information contained in the Schedule 13D, and
any amendments thereto, concerning any other Filer, unless the Filer
knows or has reason to believe that the information concerning such
other Filer is inaccurate;
3. Each Filer warrants and represents that the Schedule 13D contains the
required information with regard to itself and indicates that it is
filed on behalf of all Filers; and
4. Each Filer warrants, represents, covenants and agrees that the Schedule
13D, to which this Joint Filing Agreement is attached as Exhibit 1, is
filed on its behalf.
IN WITNESS WHEREOF the parties have duly executed this Joint Filing Agreement
as of the day and year first above written.
PACIFIC MERCANTILE COMPANY LIMITED
By: /s/ Tom S. Kusumoto
------------------------------
Tom S. Kusumoto, President
CROSS CREEK FINANCE GROUP LTD.
By: /s/ Tom S. Kusumoto
------------------------------
Tom S. Kusumoto, President
<PAGE> 1
SHARE PURCHASE AGREEMENT
THIS AGREEMENT is dated for reference the 4th day of March, 1998
BETWEEN:
OERI FINANCE INC., a company duly organized pursuant
-----------------
to the laws of Switzerland, having an office at Peter Merian -
Strasse 50, Basel, Switzerland CH - 4002
(the "Vendor")
AND:
CROSS CREEK FINANCE GROUP LTD., a company duly organized
------------------------------
pursuant to the laws of the Province of British Columbia,
having an office at Suite 220, 375 Water Street,
Vancouver, British Columbia V6B 5C6
(the "Purchaser")
WHEREAS:
A. The Vendor is duly authorized to sell 300,000 common shares without par
value of Hariston Corporation (the "Shares"), a public company quoted on
the NASD over-the-counter market in the United States; and
B. The Purchaser wishes to purchase from the Vendor and the Vendor wishes to
sell to the Purchaser the Shares on the terms and conditions herein
contained.
NOW THEREFORE in consideration of the premises and the mutual agreements and
covenants herein contained, the parties hereto hereby covenant and agree as
follows:
1) Purchase and Sale. Upon and subject to the terms and conditions set out
-----------------
herein, the Vendor hereby sells, assigns and transfers to the Purchaser
and the Purchaser hereby purchases from the Vendor the Shares at an
aggregate purchase price of U.S. $45,000.00 (the "Purchase Price").
2) Closing. Subject to the satisfaction (or waiver) of the conditions set
-------
forth in sections 6 and 7 herein, the closing of the purchase and sale of
the Shares shall take place at 11:00 a.m. on March 5, 1998, or such later
date as may be mutually agreed upon by the parties (the "Closing Date")
in the manner set forth in Section 3 herein.
<PAGE> 2
3) Delivery and Payment.
--------------------
(a) The Vendor shall deliver the Shares to the Purchaser on the Closing
Date by providing a confirmation verifying that all of the Shares
have been electronically transferred by the Vendor and are on deposit
in the account of the Purchaser at Haywood Securities Inc.
(b) The Purchaser shall deposit the Purchase Price in trust with its
solicitor on or prior to the Closing Date and shall provide its
solicitor, prior to the Vendor transferring the Shares, with an
irrevocable direction to pay the Purchase Price to the Vendor (in the
form attached hereto as Schedule "A"), in accordance with the
Vendor's wiring instructions, upon receiving confirmation from the
Purchaser or the Vendor verifying that all of the Shares have been
deposited in the account of the Purchaser.
4) Representations and Warranties of the Vendor. The Vendor represents and
--------------------------------------------
warrants to the Purchaser as follows:
(a) Organization, Power and Authority. The Vendor is a corporation duly
---------------------------------
organized, validly existing and in good standing under the laws of
Switzerland. The Vendor has all necessary corporate power and
authority to execute and deliver this Agreement and to perform its
obligations hereunder, including, without limitation, the delivery of
the Shares. The execution, delivery and performance of this
Agreement and the consummation of the transaction contemplated hereby
have been duly and validly authorized by the Vendor. All corporate
action of the Vendor required for the execution, delivery and
performance of this Agreement has been duly and effectively taken.
This Agreement constitutes the valid and binding obligation of the
Vendor, enforceable against the Vendor in accordance with its terms.
(b) Title. The Vendor has the right and is duly authorized to sell the
-----
Shares and the Shares will be transferred to the Purchaser free and
clear of any security interests, pledges, liens, encumbrances,
options or other restrictions (under law, contract or otherwise) or
adverse claims of any kind or nature. In furtherance, and not in
limitation of, the preceding sentence, there are no rights of first
refusal or voting agreements with respect to the Shares.
(c) No Conflicts. Neither the execution, delivery and performance of
------------
this Agreement by the Vendor nor the consummation of the transactions
contemplated hereby will conflict with or result in any breach or
violation of the provisions of, or constitute a default (with or
without notice or lapse of time or both) under, the articles or
bylaws (or other formation or governing documents) of the Vendor or
any law, rule, regulation, judgment, writ, order, decree, indenture,
mortgage, lease, loan agreement
<PAGE> 3
or other agreement, contract or instrument by which the Vendor or the
Shares are subject, bound or affected, and will not result in the
creation of any lien, charge or encumbrance upon any of the Shares.
(d) Consents. No approval, consent, order, authorization or other action
--------
by, or notice to or filing with, any governmental authority or
regulatory or self regulatory agency, or any other person or entity,
and no lapse of a waiting period, is required in connection with the
execution, delivery or performance by the Vendor or enforcement
against the Vendor of this Agreement or the transfer of the Shares.
(e) Litigation. There is no action, suit, proceeding or investigation
----------
pending or, to the Vendor's knowledge, currently threatened against
the Vendor that questions the validity of this Agreement or the right
of the Vendor to enter into this Agreement or to consummate the
transaction contemplated hereby.
(f) Free Tradability. The Shares have been registered or qualified under
----------------
all applicable securities laws and are freely tradable as at the
Closing Date and will be delivered without restriction or limitation
of any kind whatsoever.
5) Representations and Warranties of the Purchaser. The Purchaser
-----------------------------------------------
represents and warrants to the Vendor as follows:
(a) Organization, Power and Authority. The Purchaser is a corporation
---------------------------------
duly organized, validly existing and in good standing under the laws
of the Province of British Columbia. The Purchaser has all necessary
corporate power and authority to execute and deliver this Agreement
and to perform its obligations hereunder, including, without
limitation, the delivery of the Shares. The execution, delivery and
performance of this Agreement and the consummation of the transaction
contemplated hereby have been duly and validly authorized by the
Purchaser. All corporate action of the Purchaser required for the
execution, delivery and performance of this Agreement has been duly
and effectively taken. This Agreement constitutes the valid and
binding obligation of the Purchaser, enforceable against the
Purchaser in accordance with its terms.
(b) No Conflicts. Neither the execution, delivery and performance of
------------
this Agreement by the Purchaser nor the consummation of the
transactions contemplated hereby will conflict with or result in any
breach or violation of the provisions of, or constitute a default
(with or without notice or lapse of time or both) under, the articles
or bylaws (or other formation or governing documents) of the
Purchaser or any law, rule, regulation, judgment, writ, order,
decree, indenture, mortgage, lease, loan agreement or other
agreement, contract or instrument by which the Purchaser or the
Shares are
<PAGE> 4
subject, bound or affected, and will not result in the creation of
any lien, charge or encumbrance upon any of the Shares.
6) Conditions of the Purchaser. The obligation of the Purchaser to purchase
---------------------------
the Shares on the Closing Date shall be subject to the fulfilment on or
prior to the Closing Date of the following conditions, any of which may
be waived by the Purchaser:
(a) Certificates. The Vendor shall have delivered the share certificates
------------
representing the Shares to the Purchaser in the manner set forth in
subsection 3(a) herein.
(b) Representations and Warranties; Performance of Obligations. The
----------------------------------------------------------
representations and warranties of the Vendor set forth in this
Agreement shall be true and correct when made, and shall be true and
correct on the Closing Date with the same force and effect as if they
had been made on and as of the said date. The Vendor shall have
performed, satisfied and complied with all obligations and conditions
required to be performed or observed by it under this Agreement on or
prior to the Closing Date.
(c) No Litigation or Legislation. No statute, rule, regulation, decree,
----------------------------
ruling or injunction shall have been enacted or entered, and no
litigation, proceeding, government inquiry or investigation shall be
pending, which challenges, prohibits or restricts, or seeks to
prohibit or restrict, the consummation of the transaction
contemplated by this Agreement or restricts or impairs the ability of
the Purchaser to own or immediately resell the Shares.
7) Conditions of the Vendor. The obligation of the Vendor to sell the
------------------------
Shares to the Purchaser on the Closing Date shall be subject to the
fulfilment on or prior to the Closing Date of the following conditions,
any of which may be waived by the Vendor:
(a) Purchase Price. The Purchaser shall have delivered the Purchase
--------------
Price for the Shares in accordance with subsection 3(b) herein.
(b) No Litigation or Legislation. No statute, rule, regulation, decree,
----------------------------
ruling or injunction shall have been enacted or entered, and no
litigation, proceeding, government inquiry or investigation shall be
pending, which challenges, prohibits or restricts, or seeks to
prohibit or restrict, the consummation of the transaction
contemplated by this Agreement or restricts or impairs the ability of
the Purchaser to own or immediately resell the Shares.
<PAGE> 5
8) Indemnification.
---------------
(a) The Vendor shall indemnify and hold harmless the Purchaser from and
against, any claim, loss, liability, damage or expense (including
reasonable attorney fees) which the Purchaser shall, directly or
indirectly, incur or suffer by reason of, or which shall result from,
arise out of or be based upon (i) the inaccuracy of any
representation or warranty made by the Vendor hereunder or (ii) the
failure of the Vendor to comply with any covenant or agreement made
by the Vendor hereunder.
(b) In the event that the Purchaser shall become involved in any legal,
governmental, administrative or other proceeding which may result in
indemnification claims pursuant to subsection 8(a) herein, the
Purchaser shall promptly notify the Vendor, in writing, of the filing
and nature of such proceeding. The Purchaser shall, if the Vendor
shall agree that it would be responsible for indemnifying the
Purchaser hereunder, give the Vendor the right, at its sole cost and
expense, to defend any such proceeding. If the Vendor shall elect to
defend any proceeding, it shall have full control over the conduct of
such proceeding; provided, however, that the Purchaser shall have the
right to retain legal counsel at its own expense and the right to
approve any settlement of any dispute giving rise to such proceeding,
which approval shall not be unreasonably withheld. The Purchaser
shall reasonably cooperate with the Vendor in connection with the
defense of any such proceeding.
9) General.
-------
(a) Survival. The representations and warranties of the Vendor and the
--------
agreements and covenants set forth in this Agreement shall survive
the Closing Date.
(b) Notice. All notices and other communications which are required
------
under this Agreement shall be in writing and shall be deemed to have
been given when delivered in person, by facsimile or seven (7) days
after deposit by registered mail addressed as follows:
If to the Purchaser, to:
Cross Creek Finance Group Ltd.
Suite 220, 375 Water Street
Vancouver, BC V6B 5C6
Attention: President
Telephone No.: 604-689-7565
Telecopier No.: 604-683-9681
<PAGE> 6
If to the Vendor, to:
Oeri Finance Inc.
Peter Merian - Strasse 50
Basel, Switzerland
CH - 4002
Attention: Felix A. Oeri
Telephone No.: 41-61-279-8888
Telecopier No.: 41-61-279-8899
or to such other address as any party may designate by written notice
to the other party.
(c) Entire Agreement. The provisions herein contained constitute the
----------------
entire agreement between the parties and supersede all previous
communications, representations, understandings and agreements
between the parties with respect to the subject matter hereof,
whether verbal or written.
(d) Assignment; Successors. Neither this Agreement nor any of the
----------------------
rights, interests or obligations hereunder may be assigned by a party
without the prior written consent of the other party. This Agreement
shall be binding upon and enure to the benefit of the parties hereto
and their respective successors and permitted assigns.
(e) Further Assurance. The parties hereto covenant and agree to execute
-----------------
and deliver all such further documents and instruments and to do all
acts and things as may be necessary or convenient to carry out the
full intent and meaning of this Agreement.
(f) Time of Essence. Time shall be of the essence in this Agreement.
---------------
(g) Amendments and Waivers. Except as otherwise provided herein, no
----------------------
provision of this Agreement may be amended or waived other than by an
instrument in writing signed by the Vendor and the Purchaser.
(h) Expenses. Except as otherwise provided herein, the parties hereto
--------
shall pay their own costs and expenses.
(i) Headings. The headings of this Agreement are for convenience of
--------
reference and shall not form a part of, or affect the interpretation
of, this Agreement.
<PAGE> 7
(j) Governing Laws. This Agreement shall be governed by and construed in
--------------
accordance with the laws of the Province of British Columbia and the
federal laws of Canada applicable therein.
(k) Counterparts. This Agreement may be executed in several
------------
counterparts, each of which so executed shall be deemed to be an
original and such counterparts together shall be but one and the same
instrument.
(l) Facsimile Transmission. The parties hereto agree that this Agreement
----------------------
may be transmitted by facsimile or such similar device and that the
reproduction of signatures by facsimile or such similar device will
be treated as binding as if originals and each party hereto
undertakes to provide each and every other party hereto with a copy
of the Agreement bearing original signatures forthwith upon demand.
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the
day and year first above written.
OERI FINANCE INC. CROSS CREEK FINANCE GROUP LTD.
By: /s/ Felix A. Oeri By: /s/ Tom S. Kusumoto
-------------------------------- ----------------------------------
Name: Felix A. Oeri Name: Tom S. Kusumoto
------------------------------ --------------------------------
Title: Chairman & CEO Title: President
----------------------------- --------------------------------
<PAGE> 8
SCHEDULE "A"
IRREVOCABLE DIRECTION TO PAY
----------------------------
TO: Sangra, Moller, Barristers & Solicitors
FROM: Cross Creek Finance Group Ltd. (the "Company")
DATE: March *, 1998
RE: Payment of purchase price for the purchase of 300,000 common shares
of Hariston Corporation (the "Hariston Shares")
- -----------------------------------------------------------------------------
We hereby irrevocably direct you to pay to Oeri Finance Inc. ("Oeri") U.S.
$45,000, representing payment in full of the purchase price payable for the
Hariston Shares sold by Oeri to the Company pursuant to the Share Purchase
Agreement between the Company and Oeri dated March 4, 1998, upon receiving
confirmation from the Company or Oeri verifying that all of the Hariston
Shares have been deposited in the account of the Company.
DATED March *, 1998.
CROSS CREEK FINANCE GROUP LTD.
Per: c/s
--------------------------
Tom Kusumoto,
President
<PAGE> 1
SHARE PURCHASE AGREEMENT
THIS AGREEMENT is dated for reference the 4th day of March, 1998
BETWEEN:
JB OXFORD & COMPANY, a company duly incorporated
-------------------
pursuant to the laws of Utah, having an office at 9665
Wilshire Boulevard, Third Floor, Beverly Hills, California
90212 USA
(the "Vendor")
AND:
CROSS CREEK FINANCE GROUP LTD., a company
------------------------------
duly incorporated pursuant to the laws of the Province of
British Columbia, having an office at Suite 220, 375 Water
Street, Vancouver, British Columbia V6B 5C6
(the "Purchaser")
WHEREAS:
A. The Vendor is the beneficial owner of 396,000 common shares without par
value of Hariston Corporation (the "Shares"), a public company quoted on
the NASD over-the-counter market in the United States; and
B. The Purchaser wishes to purchase from the Vendor and the Vendor wishes to
sell to the Purchaser the Shares on the terms and conditions herein
contained.
NOW THEREFORE in consideration of the premises and the mutual agreements and
covenants herein contained, the parties hereto hereby covenant and agree as
follows:
1) Purchase and Sale. Upon and subject to the terms and conditions set out
-----------------
herein, the Vendor hereby sells, assigns and transfers to the Purchaser
and the Purchaser hereby purchases from the Vendor the Shares at an
aggregate purchase price of U.S. $59,400.00 (the "Purchase Price").
2) Closing. Subject to the satisfaction (or waiver) of the conditions set
-------
forth in sections 6 and 7 herein, the closing of the purchase and sale of
the Shares shall take place at 11:00 a.m. on March 5, 1998 or such later
date as may be mutually agreed upon by the parties (the "Closing Date")
in the manner set forth in Section 3 herein.
<PAGE> 2
3) Delivery and Payment.
--------------------
(a) The Vendor shall deliver the Shares to the Purchaser on the Closing
Date by providing a confirmation verifying that all of the Shares
have been electronically transferred by the Vendor and are on deposit
in the account of the Purchaser at Haywood Securities Inc.
(b) The Purchaser shall deposit the Purchase Price in trust with its
solicitor on or prior to the Closing Date and shall provide its
solicitor, prior to the Vendor transferring the Shares, with an
irrevocable direction to pay the Purchase Price to the Vendor (in the
form attached hereto as Schedule "A"), in accordance with the
Vendor's wiring instructions, upon receiving confirmation from the
Purchaser or the Vendor verifying that all of the Shares have been
deposited in the account of the Purchaser.
4) Representations and Warranties of the Vendor. The Vendor represents and
--------------------------------------------
warrants to the Purchaser as follows:
(a) Organization, Power and Authority. The Vendor is a corporation duly
---------------------------------
organized, validly existing and in good standing under the laws of
Utah. The Vendor has all necessary corporate power and authority to
execute and deliver this Agreement and to perform its obligations
hereunder, including, without limitation, the delivery of the Shares.
The execution, delivery and performance of this Agreement and the
consummation of the transaction contemplated hereby have been duly
and validly authorized by the Vendor. All corporate action of the
Vendor required for the execution, delivery and performance of this
Agreement has been duly and effectively taken. This Agreement
constitutes the valid and binding obligation of the Vendor,
enforceable against the Vendor in accordance with its terms.
(b) Title. The Vendor is the beneficial owner of the Shares, and the
-----
Shares will be transferred to the Purchaser free and clear of any
security interests, pledges, liens, encumbrances, options or other
restrictions (under law, contract or otherwise) or adverse claims of
any kind or nature. In furtherance, and not in limitation of, the
preceding sentence, there are no rights of first refusal or voting
agreements with respect to the Shares.
(c) No Conflicts. Neither the execution, delivery and performance of
------------
this Agreement by the Vendor nor the consummation of the transactions
contemplated hereby will conflict with or result in any breach or
violation of the provisions of, or constitute a default (with or
without notice or lapse of time or both) under, the articles or
bylaws (or other formation or governing documents) of the Vendor or
any law, rule, regulation, judgment, writ, order, decree, indenture,
mortgage, lease, loan agreement or other agreement, contract or
instrument by which the Vendor or the Shares are
<PAGE> 3
subject, bound or affected, and will not result in the creation of
any lien, charge or encumbrance upon any of the Shares.
(d) Consents. No approval, consent, order, authorization or other action
--------
by, or notice to or filing with, any governmental authority or
regulatory or self regulatory agency, or any other person or entity,
and no lapse of a waiting period, is required in connection with the
execution, delivery or performance by the Vendor or enforcement
against the Vendor of this Agreement or the transfer of the Shares.
(e) Litigation. There is no action, suit, proceeding or investigation
----------
pending or, to the Vendor's knowledge, currently threatened against
the Vendor that questions the validity of this Agreement or the right
of the Vendor to enter into this Agreement or to consummate the
transaction contemplated hereby.
(f) Free Tradability. The Shares have been registered or qualified under
----------------
all applicable securities laws and are freely tradable as at the
Closing Date and will be delivered without restriction or limitation
of any kind whatsoever.
5) Representations and Warranties of the Purchaser. The Purchaser
-----------------------------------------------
represents and warrants to the Vendor as follows:
(a) Organization, Power and Authority. The Purchaser is a corporation
---------------------------------
duly organized, validly existing and in good standing under the laws
of the Province of British Columbia. The Purchaser has all necessary
corporate power and authority to execute and deliver this Agreement
and to perform its obligations hereunder, including, without
limitation, the delivery of the Shares. The execution, delivery and
performance of this Agreement and the consummation of the transaction
contemplated hereby have been duly and validly authorized by the
Purchaser. All corporate action of the Purchaser required for the
execution, delivery and performance of this Agreement has been duly
and effectively taken. This Agreement constitutes the valid and
binding obligation of the Purchaser, enforceable against the
Purchaser in accordance with its terms.
(b) No Conflicts. Neither the execution, delivery and performance of
------------
this Agreement by the Purchaser nor the consummation of the
transactions contemplated hereby will conflict with or result in any
breach or violation of the provisions of, or constitute a default
(with or without notice or lapse of time or both) under, the articles
or bylaws (or other formation or governing documents) of the
Purchaser or any law, rule, regulation, judgment, writ, order,
decree, indenture, mortgage, lease, loan agreement or other
agreement, contract or instrument by which the Purchaser or the
Shares are subject, bound or affected, and will not result in the
creation of any lien, charge or encumbrance upon any of the Shares.
<PAGE> 4
6) Conditions of the Purchaser. The obligation of the Purchaser to
---------------------------
purchase the Shares on the Closing Date shall be subject to the
fulfilment on or prior to the Closing Date of the following conditions,
any of which may be waived by the Purchaser:
(a) Certificates. The Vendor shall have delivered the share certificates
------------
representing the Shares to the Purchaser in the manner set forth in
subsection 3(a) herein.
(b) Representations and Warranties; Performance of Obligations. The
----------------------------------------------------------
representations and warranties of the Vendor set forth in this
Agreement shall be true and correct when made, and shall be true and
correct on the Closing Date with the same force and effect as if they
had been made on and as of the said date. The Vendor shall have
performed, satisfied and complied with all obligations and conditions
required to be performed or observed by it under this Agreement on or
prior to the Closing Date.
(c) No Litigation or Legislation. No statute, rule, regulation, decree,
----------------------------
ruling or injunction shall have been enacted or entered, and no
litigation, proceeding, government inquiry or investigation shall be
pending, which challenges, prohibits or restricts, or seeks to
prohibit or restrict, the consummation of the transaction
contemplated by this Agreement or restricts or impairs the ability of
the Purchaser to own or immediately resell the Shares.
7) Conditions of the Vendor. The obligation of the Vendor to sell the
------------------------
Shares to the Purchaser on the Closing Date shall be subject to the
fulfilment on or prior to the Closing Date of the following conditions,
any of which may be waived by the Vendor:
(a) Purchase Price. The Purchaser shall have delivered the Purchase
--------------
Price for the Shares in accordance with subsection 3(b) herein.
(b) No Litigation or Legislation. No statute, rule, regulation, decree,
----------------------------
ruling or injunction shall have been enacted or entered, and no
litigation, proceeding, government inquiry or investigation shall be
pending, which challenges, prohibits or restricts, or seeks to
prohibit or restrict, the consummation of the transaction
contemplated by this Agreement or restricts or impairs the ability of
the Purchaser to own or immediately resell the Shares.
8) Indemnification.
---------------
(a) The Vendor shall indemnify and hold harmless the Purchaser from and
against, any claim, loss, liability, damage or expense (including
reasonable attorney fees) which the Purchaser shall, directly or
indirectly, incur or suffer by reason of, or which shall result from,
arise out of or be based upon (i) the inaccuracy of any
representation or
<PAGE> 5
warranty made by the Vendor hereunder or (ii) the failure of the
Vendor to comply with any covenant or agreement made by the Vendor
hereunder.
(b) In the event that the Purchaser shall become involved in any legal,
governmental, administrative or other proceeding which may result in
indemnification claims pursuant to subsection 8(a) herein, the
Purchaser shall promptly notify the Vendor, in writing, of the filing
and nature of such proceeding. The Purchaser shall, if the Vendor
shall agree that it would be responsible for indemnifying the
Purchaser hereunder, give the Vendor the right, at its sole cost and
expense, to defend any such proceeding. If the Vendor shall elect to
defend any proceeding, it shall have full control over the conduct of
such proceeding; provided, however, that the Purchaser shall have the
right to retain legal counsel at its own expense and the right to
approve any settlement of any dispute giving rise to such proceeding,
which approval shall not be unreasonably withheld. The Purchaser
shall reasonably cooperate with the Vendor in connection with the
defense of any such proceeding.
9) General.
-------
(a) Survival. The representations and warranties of the Vendor and the
--------
agreements and covenants set forth in this Agreement shall survive
the Closing Date.
(b) Notice. All notices and other communications which are required
------
under this Agreement shall be in writing and shall be deemed to have
been given when delivered in person, by facsimile or seven (7) days
after deposit by registered mail addressed as follows:
If to Cross Creek, to:
Cross Creek Finance Group Ltd.
Suite 220, 375 Water Street
Vancouver, BC V6B 5C6
Attention: President
Telephone No.: 604-689-7565
Telecopier No.: 604-683-9681
If to Oxford, to:
JB Oxford & Company
9665 Wilshire Boulevard, Third Floor
Beverly Hills, California
90212 USA
<PAGE> 6
Attention: President
Telephone No.: 310-777-8888
Telecopier No.: 310-385-2236
or to such other address as any party may designate by written notice
to the other party.
(c) Entire Agreement. The provisions herein contained constitute the
----------------
entire agreement between the parties and supersede all previous
communications, representations, understandings and agreements
between the parties with respect to the subject matter hereof,
whether verbal or written.
(d) Assignment; Successors. Neither this Agreement nor any of the
----------------------
rights, interests or obligations hereunder may be assigned by a party
without the prior written consent of the other party. This Agreement
shall be binding upon and enure to the benefit of the parties hereto
and their respective successors and permitted assigns.
(e) Further Assurance. The parties hereto covenant and agree to execute
-----------------
and deliver all such further documents and instruments and to do all
acts and things as may be necessary or convenient to carry out the
full intent and meaning of this Agreement.
(f) Time of Essence. Time shall be of the essence in this Agreement.
---------------
(g) Amendments and Waivers. Except as otherwise provided herein, no
----------------------
provision of this Agreement may be amended or waived other than by an
instrument in writing signed by the Vendor and the Purchaser.
(h) Expenses. Except as otherwise provided herein, the parties hereto
--------
shall pay their own costs and expenses.
(i) Headings. The headings of this Agreement are for convenience of
--------
reference and shall not form a part of, or affect the interpretation
of, this Agreement.
(j) Governing Laws. This Agreement shall be governed by and construed in
--------------
accordance with the laws of the Province of British Columbia and the
federal laws of Canada applicable therein.
(k) Counterparts. This Agreement may be executed in several
------------
counterparts, each of which so executed shall be deemed to be an
original and such counterparts together shall be but one and the same
instrument.
<PAGE> 7
(l) Facsimile Transmission. The parties hereto agree that this Agreement
----------------------
may be transmitted by facsimile or such similar device and that the
reproduction of signatures by facsimile or such similar device will
be treated as binding as if originals and each party hereto
undertakes to provide each and every other party hereto with a copy
of the Agreement bearing original signatures forthwith upon demand.
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the
day and year first above written.
JB OXFORD & COMPANY CROSS CREEK FINANCE GROUP LTD.
By: /s/ Stephen Rubenstein By: /s/ Tom S. Kusumoto
--------------------------------- ------------------------------
Title: President Name: Tom S. Kusumoto
------------------------------ ----------------------------
Name: Stephen Rubenstein Title: President
------------------------------- ---------------------------
<PAGE> 8
SCHEDULE "A"
IRREVOCABLE DIRECTION TO PAY
----------------------------
TO: Sangra, Moller, Barristers & Solicitors
FROM: Cross Creek Finance Group Ltd. (the "Company")
DATE: March *, 1998
RE: Payment of purchase price for the purchase of 396,000 common shares
of Hariston Corporation (the "Hariston Shares")
- -----------------------------------------------------------------------------
We hereby irrevocably direct you to pay JB Oxford & Company ("Oxford") U.S.
$59,400, representing payment in full of the purchase price payable for the
Hariston Shares sold by Oxford to the Company pursuant to the Share Purchase
Agreement between the Company and Oxford dated March 4, 1998, upon receiving
confirmation from the Company or Oxford verifying that all of the Hariston
Shares have been deposited in the account of the Company.
DATED March *, 1998.
CROSS CREEK FINANCE GROUP LTD.
Per:
--------------------- c/s
Tom Kusumoto,
President
<PAGE> 1
OPTION AGREEMENT
THIS AGREEMENT is made between CROSS CREEK FINANCE GROUP LTD., a corporation
organized under the laws of the Province of British Columbia ("Cross Creek")
and OERI FINANCE INC., a corporation organized under the laws of Switzerland
("Oeri").
In consideration of the covenants and agreements contained herein and the
payment of $1.00 by each party hereto to the other and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1 INTERPRETATION
1.1 Definitions
-----------
In this Agreement, unless the context otherwise requires, the following
words and expressions shall have the following meanings:
(a) "Call" means Oeri's right to require Cross Creek to sell the
Hariston Shares to Oeri at the Call Price pursuant to Section 2.1 of
this Agreement;
(b) "Call Period" means the 15 day period of time commencing 365 days
after the date of this Agreement;
(c) "Call Price" means $45,000;
(d) "Hariston" means Hariston Corporation, a corporation organized under
the laws of Canada and whose shares are quoted on the OTC;
(e) "Hariston Shares" means the 300,000 common shares of Hariston owned
by Cross Creek;
(f) "OTC" means the NASD over-the-counter market in the United States;
(g) "Put" means Cross Creek's right to require Oeri to purchase the
Hariston Shares from Cross Creek at the Put Price pursuant to
Section 3.1 of this Agreement;
(h) "Put Period" means the 15 day period of time commencing 380 days
after the date of this Agreement;
(i) "Put Price" means $45,000; and
(j) "Termination Time" means 4:00 p.m. (Vancouver time) on the last day
of the Put Period or Call Period.
<PAGE> 2
1.2 Sections and Headings
---------------------
The division of this Agreement into Sections and the insertion of
headings are for the convenience of reference only and shall not affect
the construction or interpretation of this Agreement. The terms "this
Agreement", "hereof", "hereunder" and similar expressions refer to this
Agreement and not to any particular Section or other portion hereof and
include any agreement or instrument supplemental or ancillary hereto.
Unless something in the subject matter or context is inconsistent
therewith, references herein to Sections are to Sections of this
Agreement.
1.3 Extended Meanings
-----------------
Words importing the singular number only shall include the plural and
vice versa and words importing gender shall include masculine, feminine
and neuter genders.
1.4 United States Dollars
---------------------
Unless otherwise provided herein, all monetary amounts set forth in this
Agreement are in United States dollars.
2 CALL OPTION
2.1 Subject to the terms and conditions of this Agreement, Cross Creek
hereby grants to Oeri the right, exercisable at any time during the Call
Period and prior to the Termination Time, to require Cross Creek to sell
to Oeri all, but not less than all, of the Hariston Shares at the Call
Price.
2.2 The Call shall be exercised by Oeri giving notice in writing to Cross
Creek as provided herein exercising the Call (the "Call Exercise
Notice").
2.3 Subject to the terms of this Agreement, upon the exercise of the Call,
the Call Exercise Notice and this Agreement shall constitute a binding
agreement of purchase and sale between Oeri and Cross Creek regarding
the Hariston Shares.
2.4 The sale and purchase of the Hariston Shares hereunder shall be
completed on the following terms and conditions:
(a) the purchase price payable for the Hariston Shares shall be the Call
Price;
(b) the completion of the transaction shall take place five days after
the date on which Oeri delivered the Call Exercise Notice (the "Call
Closing Date");
<PAGE> 3
(c) on the Call Closing Date, Cross Creek shall deliver the Hariston
Shares to Oeri by providing a confirmation verifying that all of the
Hariston Shares have been electronically transferred by Cross Creek
and are on deposit in the account of Oeri;
(d) Oeri shall deposit the Call Price in trust with its solicitor on or
prior to the Call Closing Date and shall provide its solicitor,
prior to Cross Creek transferring the Hariston Shares, with an
irrevocable direction to pay the Call Price to Cross Creek (in the
form attached hereto as Schedule "A"), in accordance with Cross
Creek's wiring instructions, upon receiving confirmation from Cross
Creek or Oeri verifying that all of the Hariston Shares have been
deposited in the account of Oeri; and
(e) at the time of transfer, the Hariston Shares shall be free and clear
of any liens, mortgages, charges and encumbrances whatsoever and
Cross Creek shall have good and marketable title thereto.
3 PUT OPTION
3.1 Subject to the terms and conditions of this Agreement, Oeri hereby
grants to Cross Creek the right, exercisable at any time during the Put
Period and prior to the Termination Time, to require Oeri to purchase
from Cross Creek all, but not less than all, of the Hariston Shares for
the Put Price.
3.2 The Put shall be exercised by Cross Creek giving notice in writing to
Oeri as provided herein exercising the Put (the "Put Exercise Notice").
3.3 Subject to the terms of this Agreement, upon the exercise of the Put,
the Put Exercise Notice and this Agreement shall constitute a binding
agreement of purchase and sale between Oeri and Cross Creek regarding
the Hariston Shares.
3.4 The sale and purchase of the Hariston Shares pursuant to the Put shall
be completed on the following terms and conditions:
(a) the purchase price payable by Oeri for the Hariston Shares shall be
the Put Price;
(b) the completion of the transaction shall take place five days after
the date on which Cross Creek delivered the Put Exercise Notice to
Oeri (the "Put Closing Date").
(c) on the Put Closing Date, Cross Creek shall deliver the Hariston
Shares to Oeri by providing a confirmation verifying that all of the
Hariston Shares have been electronically transferred by Cross Creek
and are on deposit in the account of Oeri;
(d) Oeri shall deposit the Put Price in trust with its solicitor on or
prior to the Put Closing Date and shall provide its solicitor, prior
to Cross Creek transferring the Hariston Shares, with an irrevocable
direction to pay the Put Price to Cross Creek (in the form
<PAGE> 4
attached hereto as Schedule "A"), in accordance with Cross Creek's
wiring instructions, upon receiving confirmation from Cross Creek or
Oeri verifying that all of the Hariston Shares have been deposited
in the account of Oeri; and
(e) at the time of transfer, the Hariston Shares shall be free and clear
of any liens, mortgages, charges and encumbrances whatsoever and
Cross Creek shall have good and marketable title thereto.
4 DIVISION OR CONSOLIDATION OF SHARES
4.1 If the Hariston Shares are changed by way of being classified or
reclassified, subdivided, consolidated or converted into a different
number or class of shares or otherwise, the Put Price and the Call Price
and the type of security to be delivered to Oeri upon exercise of the
Put or the Call shall be adjusted accordingly, in all cases, so that
Oeri shall receive the same number and type of securities as would have
resulted from such change if the Put or the Call had been exercised
before the date of the change.
5 GENERAL
5.1 Amendments and Waivers
----------------------
No modification, variation, amendment or termination by mutual consent
of this Agreement and no waiver of the performance of any of the
responsibilities of any of the parties hereto shall be effected unless
such action is taken in writing and is signed by all parties.
5.2 Severability
------------
Each of the covenants, provisions, Sections, subsections and other
subdivisions hereof is severable from every other covenant, provision,
Section, subsection and the invalidity or unenforceability of any one
or more covenants, provisions, Sections, subsections or subdivisions of
this Agreement shall not affect the validity or enforceability of the
remaining covenants, provisions, Sections, subsections and subdivisions
hereof.
5.3 Time of Essence
---------------
Time shall be of the essence in this Agreement.
5.4 Notice
------
All notices and other communications which are required under this
Agreement shall be in writing and shall be deemed to have been given
when delivered in person, by facsimile or seven (7) days after deposit
by registered mail addressed as follows:
<PAGE> 5
If to Cross Creek, to:
Cross Creek Finance Group Ltd.
Suite 220, 375 Water Street
Vancouver, BC V6B 5C6
Attention: President
Telephone No.: 604-689-7565
Telecopier No.: 604-683-9681
If to Oeri, to:
Oeri Finance Inc.
Peter Merian - Strasse 50
Basel, Switzerland
CH - 4002
Attention: Felix A. Oeri
Telephone No.: 41-61-279-8888
Telecopier No.: 41-61-279-8899
or to such other address as any party may designate by written notice to
the other party.
5.5 Entire Agreement
----------------
This Agreement constitutes and contains the entire and only agreement
among the parties relating to the matters described herein and
supersedes and cancels any and all previous agreements and
understandings between all or any of the parties relative hereto. There
are no representations, inducements, promises, understandings,
conditions or warranties, either express, implied or statutory, between
the parties other than as expressly set forth in this Agreement.
5.6 Further Assurances
------------------
The parties hereto covenant and agree to execute and deliver all such
further documents and instruments and to do all acts and things as may
be necessary or convenient to carry out the full intent and meaning of
this Agreement.
<PAGE> 6
5.7 Assignment
----------
Neither this Agreement nor any of the rights, interests or obligations
hereunder may be assigned by a party without the prior written consent
of the other party.
5.8 Application of Agreement
------------------------
This Agreement shall be binding upon and enure to the benefit of the
parties hereto and their respective heirs, administrators, executors,
successors and permitted assigns.
5.9 Governing Law
-------------
This Agreement shall be governed by and construed in accordance with the
laws of the Province of British Columbia and the federal laws of Canada
applicable therein.
5.10 Execution
---------
This Agreement may be executed in several counterparts and by facsimile,
each of which, when so executed, shall be deemed to be an original, and
such counterparts together shall constitute one and the same instrument.
Dated the 4th day of March, 1998.
OERI FINANCE INC. CROSS CREEK FINANCE GROUP LTD.
By: /s/ Felix A. Oeri By: /s/ Tom S. Kusumoto
---------------------------------- ---------------------------
Name: Felix A. Oeri Name: Tom S. Kusumoto
-------------------------------- -------------------------
Title: Chairman & CEO Title: President
------------------------------- ------------------------
<PAGE> 7
SCHEDULE "A"
IRREVOCABLE DIRECTION TO PAY
----------------------------
TO: [Name of law firm]
FROM: Oeri Finance Inc. (the "Company")
DATE: March *, 1999
RE: Payment of Call Price or Put Price for the purchase of 300,000
common shares of Hariston Corporation (the "Hariston Shares")
- -----------------------------------------------------------------------------
We hereby irrevocably direct you to pay Cross Creek Finance Group Ltd.
("Cross Creek") U.S. $45,000, representing payment in full of the Call Price
or Put Price payable for the Hariston Shares sold by Cross Creek to the
Company pursuant to the Option Agreement between the Company and Cross Creek
dated March 4, 1998, upon receiving confirmation from the Company or Cross
Creek verifying that all of the Hariston Shares have been deposited in the
account of the Company.
DATED March *, 1999.
OERI FINANCE INC.
Per: c/s
---------------------
Felix A. Oeri,
President
<PAGE> 1
OPTION AGREEMENT
THIS AGREEMENT is made between CROSS CREEK FINANCE GROUP LTD., a corporation
organized under the laws of the Province of British Columbia ("Cross Creek")
and JB OXFORD & COMPANY, a corporation organized under the laws of Utah
("Oxford").
In consideration of the covenants and agreements contained herein and the
payment of $1.00 by each party hereto to the other and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1 INTERPRETATION
1.1 Definitions
-----------
In this Agreement, unless the context otherwise requires, the following
words and expressions shall have the following meanings:
(a) "Call" means Oxford's right to require Cross Creek to sell the
Hariston Shares to Oxford at the Call Price pursuant to Section 2.1
of this Agreement;
(b) "Call Period" means the 15 day period of time commencing 365 days
after the date of this Agreement;
(c) "Call Price" means $59,400;
(d) "Hariston" means Hariston Corporation, a corporation organized under
the laws of Canada and whose shares are quoted on the OTC;
(e) "Hariston Shares" means the 396,000 common shares of Hariston owned
by Cross Creek;
(f) "OTC" means the NASD over-the-counter market in the United States;
(g) "Put" means Cross Creek's right to require Oxford to purchase the
Hariston Shares from Cross Creek at the Put Price pursuant to
Section 3.1 of this Agreement;
(h) "Put Period" means the 15 day period of time commencing 380 days
after the date of this Agreement;
(i) "Put Price" means $59,400; and
(j) "Termination Time" means 4:00 p.m. (Vancouver time) on the last day
of the Put Period or Call Period.
<PAGE> 2
1.2 Sections and Headings
---------------------
The division of this Agreement into Sections and the insertion of
headings are for the convenience of reference only and shall not affect
the construction or interpretation of this Agreement. The terms "this
Agreement", "hereof", "hereunder" and similar expressions refer to this
Agreement and not to any particular Section or other portion hereof and
include any agreement or instrument supplemental or ancillary hereto.
Unless something in the subject matter or context is inconsistent
therewith, references herein to Sections are to Sections of this
Agreement.
1.3 Extended Meanings
-----------------
Words importing the singular number only shall include the plural and
vice versa and words importing gender shall include masculine, feminine
and neuter genders.
1.4 United States Dollars
---------------------
Unless otherwise provided herein, all monetary amounts set forth in this
Agreement are in United States dollars.
2 CALL OPTION
2.1 Subject to the terms and conditions of this Agreement, Cross Creek
hereby grants to Oxford the right, exercisable at any time during the
Call Period and prior to the Termination Time, to require Cross Creek to
sell to Oxford all, but not less than all, of the Hariston Shares at the
Call Price.
2.2 The Call shall be exercised by Oxford giving notice in writing to Cross
Creek as provided herein exercising the Call (the "Call Exercise
Notice").
2.3 Subject to the terms of this Agreement, upon the exercise of the Call,
the Call Exercise Notice and this Agreement shall constitute a binding
agreement of purchase and sale between Oxford and Cross Creek regarding
the Hariston Shares.
2.4 The sale and purchase of the Hariston Shares hereunder shall be
completed on the following terms and conditions:
(a) the purchase price payable for the Hariston Shares shall be the Call
Price;
(b) the completion of the transaction shall take place five days after
the date on which Oxford delivered the Call Exercise Notice (the
"Call Closing Date");
<PAGE> 3
(c) on the Call Closing Date, Cross Creek shall deliver the Hariston
Shares to Oxford by providing a confirmation verifying that all of
the Hariston Shares have been electronically transferred by Cross
Creek and are on deposit in the account of Oxford at JB Oxford &
Company;
(d) Oxford shall deposit the Call Price in trust with its solicitor on
or prior to the Call Closing Date and shall provide its solicitor,
prior to Cross Creek transferring the Hariston Shares, with an
irrevocable direction to pay the Call Price to Cross Creek (in the
form attached hereto as Schedule "A"), in accordance with Cross
Creek's wiring instructions, upon receiving confirmation from Cross
Creek or Oxford verifying that all of the Hariston Shares have been
deposited in the account of Oxford; and
(e) at the time of transfer, the Hariston Shares shall be free and clear
of any liens, mortgages, charges and encumbrances whatsoever and
Cross Creek shall have good and marketable title thereto.
3 PUT OPTION
3.1 Subject to the terms and conditions of this Agreement, Oxford hereby
grants to Cross Creek the right, exercisable at any time during the Put
Period and prior to the Termination Time, to require Oxford to purchase
from Cross Creek all, but not less than all, of the Hariston Shares for
the Put Price.
3.2 The Put shall be exercised by Cross Creek giving notice in writing to
Oxford as provided herein exercising the Put (the "Put Exercise
Notice").
3.3 Subject to the terms of this Agreement, upon the exercise of the Put,
the Put Exercise Notice and this Agreement shall constitute a binding
agreement of purchase and sale between Oxford and Cross Creek regarding
the Hariston Shares.
3.4 The sale and purchase of the Hariston Shares pursuant to the Put shall
be completed on the following terms and conditions:
(a) the purchase price payable by Oxford for the Hariston Shares shall
be the Put Price;
(b) the completion of the transaction shall take place five days after
the date on which Cross Creek delivered the Put Exercise Notice to
Oxford (the "Put Closing Date").
(c) on the Put Closing Date, Cross Creek shall deliver the Hariston
Shares to Oxford by providing a confirmation verifying that all of
the Hariston Shares have been electronically transferred by Cross
Creek and are on deposit in the account of Oxford at JB Oxford &
Company;
<PAGE> 4
(d) Oxford shall deposit the Put Price in trust with its solicitor on or
prior to the Put Closing Date and shall provide its solicitor, prior
to Cross Creek transferring the Hariston Shares, with an irrevocable
direction to pay the Put Price to Cross Creek (in the form attached
hereto as Schedule "A"), in accordance with Cross Creek's wiring
instructions, upon receiving confirmation from Cross Creek or Oxford
verifying that all of the Hariston Shares have been deposited in the
account of Oxford; and
(e) at the time of transfer, the Hariston Shares shall be free and clear
of any liens, mortgages, charges and encumbrances whatsoever and
Cross Creek shall have good and marketable title thereto.
4 DIVISION OR CONSOLIDATION OF SHARES
4.1 If the Hariston Shares are changed by way of being classified or
reclassified, subdivided, consolidated or converted into a different
number or class of shares or otherwise, the Put Price and the Call Price
and the type of security to be delivered to Oxford upon exercise of the
Put or the Call shall be adjusted accordingly, in all cases, so that
Oxford shall receive the same number and type of securities as would
have resulted from such change if the Put or the Call had been exercised
before the date of the change.
5 GENERAL
5.1 Amendments and Waivers
----------------------
No modification, variation, amendment or termination by mutual consent
of this Agreement and no waiver of the performance of any of the
responsibilities of any of the parties hereto shall be effected unless
such action is taken in writing and is signed by all parties.
5.2 Severability
------------
Each of the covenants, provisions, Sections, subsections and other
subdivisions hereof is severable from every other covenant, provision,
Section, subsection and the invalidity or unenforceability of any one
or more covenants, provisions, Sections, subsections or subdivisions of
this Agreement shall not affect the validity or enforceability of the
remaining covenants, provisions, Sections, subsections and subdivisions
hereof.
5.3 Time of Essence
---------------
Time shall be of the essence in this Agreement.
<PAGE> 5
5.4 Notice
------
All notices and other communications which are required under this
Agreement shall be in writing and shall be deemed to have been given
when delivered in person, by facsimile or seven (7) days after deposit
by registered mail addressed as follows:
If to Cross Creek, to:
Cross Creek Finance Group Ltd.
Suite 220, 375 Water Street
Vancouver, BC V6B 5C6
Attention: President
Telephone No.: 604-689-7565
Telecopier No.: 604-683-9681
If to Oxford, to:
JB Oxford & Company
9665 Wilshire Boulevard, Third Floor
Beverly Hills, California
90212 USA
Attention: President
Telephone No.: 310-777-8888
Telecopier No.: 310-385-2236
or to such other address as any party may designate by written notice to
the other party.
5.5 Entire Agreement
----------------
This Agreement constitutes and contains the entire and only agreement
among the parties relating to the matters described herein and
supersedes and cancels any and all previous agreements and
understandings between all or any of the parties relative hereto. There
are no representations, inducements, promises, understandings,
conditions or warranties, either express, implied or statutory, between
the parties other than as expressly set forth in this Agreement.
<PAGE> 6
5.6 Further Assurances
------------------
The parties hereto covenant and agree to execute and deliver all such
further documents and instruments and to do all acts and things as may
be necessary or convenient to carry out the full intent and meaning of
this Agreement.
5.7 Assignment
----------
Neither this Agreement nor any of the rights, interests or obligations
hereunder may be assigned by a party without the prior written consent
of the other party.
5.8 Application of Agreement
------------------------
This Agreement shall be binding upon and enure to the benefit of the
parties hereto and their respective heirs, administrators, executors,
successors and permitted assigns.
5.9 Governing Law
-------------
This Agreement shall be governed by and construed in accordance with the
laws of the Province of British Columbia and the federal laws of Canada
applicable therein.
5.10 Execution
---------
This Agreement may be executed in several counterparts and by
facsimile, each of which, when so executed, shall be deemed to be an
original, and such counterparts together shall constitute one and the
same instrument.
Dated the 4th day of March, 1998.
JB OXFORD & COMPANY CROSS CREEK FINANCE GROUP LTD.
By: /s/ Stephen Rubenstein By: /s/ Tom S. Kusumoto
---------------------------- -----------------------------------
Name: Stephen Rubenstein Name: Tom S. Kusumoto
-------------------------- ---------------------------------
Title: President Title: President
------------------------- --------------------------------
<PAGE> 7
SCHEDULE "A"
IRREVOCABLE DIRECTION TO PAY
----------------------------
TO: [Name of law firm]
FROM: JB Oxford & Company (the "Company")
DATE: March *, 1999
RE: Payment of Call Price or Put Price for the purchase of 396,000
common shares of Hariston Corporation (the "Hariston Shares")
- -----------------------------------------------------------------------------
We hereby irrevocably direct you to pay Cross Creek Finance Group Ltd.
("Cross Creek") U.S. $59,400, representing payment in full of the Call Price
or Put Price payable for the Hariston Shares sold by Cross Creek to the
Company pursuant to the Option Agreement between the Company and Cross Creek
dated March 4, 1998, upon receiving confirmation from the Company or Cross
Creek verifying that all of the Hariston Shares have been deposited in the
account of the Company.
DATED March *, 1999.
JB OXFORD & COMPANY
Per: ------------------- c/s
Stephen Rubenstein,
President
