SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934.
Date of Report (Date of earliest event reported):January 21, 1997
CORFACTS, INC.
_________________________________________________________________
(Exact Name of Registrant as specified in its charter)
New Jersey
_________________________________________________________________
(State or Other Jusidiction of Incorporation)
0-17394 22-2478379
_________________________________________________________________
(Commission File No.) (IRS Employer ID No.)
41 East Main Street, Freehold, NJ 07728
_________________________________________________________________
(Address of principal executive offices)
Registrant's telephone number: (908) 780-1188
50 Highway 9, Morganville, NJ 07751
_____________________________________________________________
(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
The following current report under Section 13 or 15(d) of the
Securities Exchange Act of 1934 is filed pursuant to Rule 13(a)-11 or
Rule 15(d)-11.
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
On January 21, 1997, the Registrant completed its acquisition of
Metro Marketing, Inc.(as described in Item 2. below), pursuant to
an Agreement for Purchase and Acquisition of stock between the
Registrant, Corfacts, Inc. and Ariel Freud of Metro Marketing,
Inc. (Metro's President and sole-shareholder), whereby the
Registrant issued 3,904,088 shares of Common Stock of the
Registrant and a six year promissory note for $151,385 ,at prime,
to Freud in exchange for all of the outstanding shares of Metro
Marketing, Inc. Upon issuance, these shares represent
approximately 33% of the 11,909,402 shares then issued and
outstanding. Mr. Freud has been named a Director of the
Registrant. Mr. Freud will remain the President of Metro
Marketing, Inc. The Company's President and CEO, Larry
Finkelstein, who himself beneficially owns 3,904,088 shares of
the Registrant's stock, will remain the parent Company's
President and CEO and will remain as the Chairman of the Board of
Directors.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On January 21, 1997, the Company completed its acquisition of
100% of the issued and outstanding capital stock of Metro
Marketing, Inc., a New Jersey corporation. Metro Marketing, Inc.
is a teleservices company located in Freehold, New Jersey. The
Company will move its principal offices to that of Metro
Marketing. Metro Marketing provides telemarketing services, the
majority of which are out-going call services for customers in
various industries, and in 1996 (including the predecessor
company) had gross revenues of approximately $600,000
(unaudited). Presently, the Metro Marketing subsidiary has
monthly revenue of approximately $100,000, or $1.2 million on
an annualized basis (unaudited).
The acquisition, which is intended to be accounted for as a
purchase transaction pursuant to APB16, has an effective date
(for tax and accounting purposes) of July 1, 1996.
ITEM 5. Other Matters
1. Address change - In conjunction with the
acquisition, the Company moved its corporate offices to that of
Metro Marketing, Inc. at 41 East Main Street, Freehold, NJ 07728.
ITEM 6. Effective January 21, 1997, Michael Weitz resigned as a
Director of Corfacts, Inc. Mr. Weitz had been a Director since
1986.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS
The year-end financial statements of Corfacts, Inc. and its
wholly-owned subsidiary, Metro Marketing, Inc. are presently
being audited and will be included in the annual report on Form
10-KSB (effective July 1, 1996 for Metro Marketing) by the
Registrant's certifying accountants. Separate financial
statements of the acquired Company will be filed as an Amendment
to this Report within 60 days of the due date of this report.
EXHIBITS
EXH. I AGREEMENT FOR PURCHASE AND ACQUISITION OF STOCK BY AND
BETWEEN CORFACTS, INC. AND ARIEL FREUD & METRO-MARKETING, INC.
EXH. II PROMISSORY NOTE
<PAGE>
EXH.I
AGREEMENT FOR PURCHASE AND
ACQUISITION OF STOCK BY AND
BETWEEN CORFACTS, INC. AND
ARIEL FREUD & METRO-MARKETING,
INC.
DATED: DECEMBER 31,1996
AGREEMENT FOR PURCHASE AND ACQUISITION OF STOCK BY AND
BETWEEN CORFACTS, INC. AND ARIEL FREUD & METRO-MARKETING, INC.
This Agreement has been executed on December 31, 1996 with
an effective date (for tax and accounting purposes) as of the
July 1, 1996 by, between, and among Corfacts, Inc., a New Jersey
Corporation, having its principal offices for the transaction of
business located at 50 Highway #9 North, Morganville, NJ 07751
(hereinafter referred to as "Corfacts"), Ariel Freud, residing at
25 Park Road, Unit #74, Monmouth Beach, NJ 07750 (hereinafter
referred to as "Freud"), and Metro-Marketing, Inc., a New Jersey
Corporation, having its principal offices for the transaction of
business located at 41 East Main Street, Freehold, NJ 07728
(hereinafter referred to as "Metro").
RECITALS
WHEREAS, it is the intent and desire of Corfacts to acquire
100% of the issued and outstanding shares of Metro currently held
by Freud; and
WHEREAS, it is the intent and desire of Freud to sell and
transfer all of his shares in Metro to Corfacts; and
WHEREAS, it is the intent and desire of Corfacts, Freud and
Metro to have 100% of the issued and outstanding shares of Metro
held and acquired by Corfacts so that Metro is a wholly owned
subsidiary of Corfacts; and
WHEREAS, it is also the intent and desire of Corfacts to
issue THREE MILLION NINE HUNDRED FOUR THOUSAND AND EIGHTY EIGHT
SHARES (3,904,088) of stock in Corfacts to Freud as part
consideration for the purchase price plus executing a Promissory
Note (the "NOTE") in the sum of $151,385.00 representing the
total price for the purchase by Corfacts of Freud's shares in
Metro;
NOW, THEREFORE, in consideration of the mutual covenants,
requirements, restrictions, and obligations contained herein, the
parties agree as follows:
AGREEMENT
1. Plan of Acquisition. Corfacts and Freud hereby covenant and
agree that Corfacts will purchase all of the issued and
outstanding shares of stock held by Freud in Metro for the
purchase price of 3,904,088 shares of stock in Corfacts plus the
Note in the sum of $151,385. in the manner set forth herein.
2. Payment of Purchase Price. Corfacts shall purchase all the
issued and outstanding shares of stock in Metro, being 1,000
shares of stock represented by stock certificate #1 in the name
of Ariel Freud issued on July 1, 1996 under the following terms:
(a) Corfacts shall issue to Freud corporate stock in
Corfacts in the sum of 3,904,088 shares (representing an
equivalent number of shares as those presently held by Lawrence
Finkelstein, President of Corfacts), and
(b) The balance of the purchase price in the sum of
$151,385.00 shall be paid pursuant to the terms of a Promissory
Note (the "NOTE") (a true copy of which is attached hereto and
incorporated herein by reference as Exhibit "A") which Note shall
be spread over a six (6) year period bearing interest at the rate
of 7% per annum, with ineterest only being paid during the first
two (2) years in quarterly installments. Corfacts shall have the
right to prepay said note at any time without penalty.
(c) Corfacts, Freud and Metro hereby covenant and agree
that upon completion of the payments set forth hereunder, Metro
will become a wholly owned subsidiary of Corfacts.
3. Tax Opinions and Benefit. It is the intention and desire of
the parties to this Agreement that this transaction qualifies as
a tax-free reorganization or exchange under Section 368(a) of the
Internal Revenue Code of 1986, as amended, and related sections
thereunder to the extent permitted by law. The parties agree to
take all action necessary and proper to comply with any
applicable provisions of the Internal Revenue Code of 1986 in
order to facilitate their intent as set forth above.
4. Exchange of Shares. In connection with the purchase price
as set forth herein above, it is the intention and desire of the
parties to facilitate an exchange of stock between Corfacts and
Freud so that, ultimately, Corfacts acquires the 100% control of
the issued and outstanding shares of stock of Metro currently
held by Freud, and conversely, Freud acquires a percentage of
corporate stock in Corfacts equal to that presently held by
Lawrence Finkelstein, President of Corfacts.
5. Closing. The closing date for the closing of this
transaction shall be January 21, 1997. The closing shall take
place at the offices of either Corfacts, Metro-Marketing, or such
other place as is designated or agreed upon by and between the
parties. At the closing, the following documents will be
exchanged and delivered:
(a) Freud shall deliver to Corfacts his stock certificate
#1 representing 1,000 shares of stock in Metro, being all the
issued and outstanding shares of stock in Metro;
(b) Corfacts shall deliver to Freud a stock certificate of
Class A Preferred Voting Stock in Corfacts in a sum equal to
3,904,088 shares.
(c) Corfacts shall deliver to Freud as additional
compensation and payment a promissory note (the "NOTE") in the
sum of $151,385.00 in the form set forth and identified on
Exhibit "A" attached hereto.
(d) In addition, the principals of both Corfacts and Metro,
being Lawrence Finkelstein and Ariel Freud, respectively, will
enter into employment agreements for a period of three (3) years
with a severance package for a period of three (3) years in the
event of early termination in the form set forth and identified
on Exhibit "B" attached hereto.
6. Representations of Freud and Metro. Freud and Metro
hereby warrant and represent to Corfacts, knowing that Corfacts
is relying thereon, that the representations listed below are
true, accurate and correct.
(a) The shares of stock transferred by Freud to Corfacts are
free from any claims, liens, or other encumbrances and Freud has
the unqualified right to transfer and dispose of such shares.
(b) Freud is the sole owner of all of the issued and
outstanding shares of common stock of Metro.
(c) Freud's shares constitute validly issued shares of
Metro fully paid and non-assessable.
(d) Freud shall deliver audited financial statements as of
Deecember 31, 1996 to Corfacts which are complete, accurate and
fairly present the financial condition of Freud and Metro as of
the dates thereof. There are no material liabilities, either
fixed or contingent, nor reflected in such financial statements
other than Contracts or obligations in the ordinary or usual
course of business and no such contracts or obligations in the
usual and ordinary course of business constitute liens or other
liabilities upon the shares, which if disclosed, would materially
alter the financial condition of Metro. The financial statement
of Metro is hereby incorporated herein by reference and deemed to
be a part hereof.
(e) Prior to the closing date, there will not be any
negative material change in the financial position of Metro
except changes arising in the ordinary course of business, which
changes will in no event materially and adversely effect the
financial position of Metro.
(f) Freud and Metro are not involved in any pending
litigation or governmental investigations or proceedings not
reflected in such financial statement or otherwise disclosed in
writing to Corfacts, and, to the best of Freud's and Metro's
knowledge, no litigation, claims, assessments or governmental
investigations or proceedings are pending or threatened against
Metro, its principal officers or shareholders.
(g) As of the closing date, Metro will be in good standing
in the State of New Jersey which is its state of incorporation
and will be in good standing and duly qualified to do business in
each state where it is required to be so qualified.
(h) Metro has filed all governmental, tax or related
returns and reports due or required to be filed, and has paid or
accrued all taxes or assessments which have become due as of the
closing date.
(i) Except as disclosed on any Exhibit hereto, Metro has
not materially breached any agreement to which it is a party.
(j) Metro has no subsidiary corporations other than as
disclosed in writing to Corfacts.
(k) The corporate financial records, minute books, and
other corporate documents, and records of Metro are to be
available to present management of Corfacts prior to the closing
date and turned over in their entirety to new management at
closing.
(l) The execution of this Agreement will not materially
violate or breach any agreement, contract, or commitment to which
Metro or Freud are a party, and has been duly authorized by all
appropriate and necessary action.
(m) The authorized capitalization of Metro is as set forth
in the balance sheet of Metro. Metro has only the capital stock
authorized as set forth in said balance sheet and all outstanding
shares have been duly authorized, validly issued and are fully
paid and non-assessable with no personal liability attaching to
the ownership thereof. There are no outstanding convertible
securities, warrants or options which may cause authorized but
unissued shares to be issued to any person.
(n) Metro has good and marketable title to and validly owns
all assets shown on its December 31, 1996 balance sheet.
7. Representations of Corfacts. Corfacts hereby represents and
warrants as follows:
(a) As of the closing date, the common stock, to be
delivered to Freud will constitute valid and legally issued
shares of Corfacts, fully paid and non-assessable, and will be
legally equivalent in all respects to the common stock of
Corfacts issued and outstanding as of the date thereof.
(b) The officers of Corfacts are duly authorized to execute
this agreement and have taken all action required by law and
agreements, charters, by-laws, etc., to properly and legally
execute this agreement. The execution hereof will not constitute
a material breach of any agreement to which Corfacts is a party.
(c) Consolidated Balance Sheets for 1995 and 1996, Forms
10-K, Forms 10-Q, currently on file with the Securities Exchange
Commission, certified by Corfact's accountants reflects Corfact's
representations and warranties are accurate and correct, and at
the closing, shall deliver all of its financial records. The
financial statements of Corfacts are incorporated herein by
reference and deemed to be a part hereof. These financial
statements are true, complete and accurate; there are not
presently and at closing there shall be no liabilities, either
fixed or contingent, not reflected in such financial statements
and records. Said financial statements fairly and accurately
reflect the financial condition of Corfacts as of the dates
thereof and the results of operations for the periods reflected
therein. Such statements have been prepared in accordance with
generally accepted accounting principles, consistently applied,
except as otherwise stated therein.
(d) Since the date of the financial statements there shall
not have been, and as of the closing date, there shall not be,
any material adverse changes in the financial position of
Corfacts, except changes arising in the ordinary course of
business, which changes shall in no event materially and
adversely affect the financial condition of Corfacts.
(e) Corfacts is not involved in any pending litigation,
claims, or governmental investigation or proceeding not reflected
in such financial statements or otherwise disclosed in writing to
the stockholders, and there are no lawsuits, claims, assessments,
investigations, or similar matters, to the best knowledge of
management, threatened or contemplated against Corfacts, its
management or properties.
(f) As of the closing date and the date hereof, Corfacts is
duly organized, validly existing and in good standing under the
laws of the State of New Jersey; it has the corporate power to
own its property and to carry on its business as now being
conducted, and is duly qualified to do business in any
jurisdiction where so required.
(g) Corfacts has filed all federal, state, county and local
income, excise, property and other tax returns, forms or reports
which are due or required to be filed by it prior to the date
hereof, and has paid or made adequate provision for the payment
of all taxes, fees or assessments which have or may become due
pursuant to such returns or pursuant to any assessments received.
(h) Corfacts has not breached, nor is there any pending or
threatened claims or any legal basis for a claim that Corfacts
has breached, any of the terms or conditions of any agreements,
contracts or commitments to which it is a party or is bound and
the execution and performance hereof will not violate any
provision of applicable law of any agreement to which Corfacts is
subject.
(i) The capitalization of Corfacts comprises authorized
common stock of 20,000,000 shares, no par value, of which
8,005,314 common shares are presently and shall be issued and
outstanding as of the closing date. All outstanding shares of
Corfacts have been duly authorized, validly issued and fully
paid, and there are no outstanding or presently authorized
securities, options or related commitments of any nature not
reflected in the current financial statements of Corfacts.
(j) The shares of common stock of Corfacts to be issued to
stockholders at or about the time of closing will be validly
issued, non-assessable and fully paid under New Jersey law, and
will be issued in a non-public sale and isolated transaction in
compliance with all federal and state securities laws.
(k) At the date of this Agreement, Corfacts has, and at the
closing date it will have, disclosed all events, conditions and
facts materially affecting the business of Corfacts. Corfacts
has not now and will not have at the closing date, withheld
disclosure of any such events, conditions and facts which it,
through management, has knowledge of or has reasonable grounds
to, materially affect the business of Corfacts.
(l) The corporate financial records, minute books, and
other documents and records of Corfacts are to be available to
Freud and Metro prior to the closing.
(m) Corfacts is a public company and represents that is has
no existing or threatened liabilities, claims, lawsuits, or basis
for the same with respect to its original stock issuance or any
other dealings with its stockholders, the public, brokers, the
Securities and Exchange Commission, state agencies or other
persons. This includes matters relating to state or federal
securities laws as well as general common law or state corporate
law principles.
8. Closing Date. The closing date herein referred shall be
JANUARY 21, 1997. At the closing, Freud will be deemed to have
accepted delivery of the certificates of Corfacts stock issued in
his name, and in connection therewith will make delivery of his
stock in Metro to Corfacts. Certain exhibits, etc., may be
delivered subsequent to the closing date upon the mutual
agreement of the parties hereto.
9. Conditions Precedent to the Obligations of Metro and Freud.
All obligations of Metro and Freud under this agreement are
subject to the fulfillment, prior to or as of the closing date,
of each of the following conditions:
(a) The representations and warranties by or on behalf of
Corfacts contained in this agreement or in any certificate or
document delivered to stockholders pursuant to the provisions
hereof shall be true in all material respects at and as of the
time of the closing, as though such representations and
warranties were made at and as of such time.
(b) Corfacts shall have performed and complied with all
covenants, agreements and conditions required by this agreement
to be performed or complied with by it prior to or at the closing
on the closing date.
(c) The present directors of Corfacts will recommend the
appointment of a member of Metro's management, namely Freud, to
the Board of Directors of Corfacts at closing.
(d) The Board of Directors of Corfacts shall have approved,
by the majority vote in accordance with its Bylaws all matters
outlined herein.
(e) All instruments and documents delivered to stockholders
pursuant to the provisions hereof shall be reasonably
satisfactory to legal counsel for stockholders.
(f) Corfacts shall have delivered to stockholders an
opinion of its counsel dated the closing date to the effect that:
(i) Corfacts is a corporation duly organized,
validly existing and in good standing under the laws of the state
of New Jersey;
(ii) Corfacts has the corporate power to carry on
its business as now being conducted, and is duly qualified to do
business in any jurisdiction whereto required;
(iii) This agreement has been duly authorized,
executed and delivered by Corfacts and is a valid and binding
obligation of Corfacts enforceable in accordance with its terms;
(iv) Corfacts through its Board of Directors has
taken all corporate action necessary for performance under this
agreement;
(v) The documents executed and delivered
hereunder are valid and binding in accordance with their terms
and vest in Freud all right, title and interest in and to the
stock of Corfacts issued under this agreement, and said stock,
when, issued, will be fully and validly issued, fully paid and
non-assessable;
(vi) Except as referred to herein, Corfacts knows
of (a) no actions, suits or other legal proceedings or
investigations pending or threatened against or relating to or
materially adversely affecting Corfacts; and (b) no unsatisfied
judgments exist against Corfacts which would materially adversely
affect the financial condition of Corfacts.
10. Conditions Precedent to the Obligations of Corfacts. All
obligations of Corfacts under this agreement are subject to the
fulfillment, prior to or at the closing on the closing date, of
each of the following conditions,
(a) The representations and warranties by Metro and Freud
contained in this agreement and in any certificate or document
delivered to Corfacts pursuant to the provisions hereof shall be
true at and as of the time of closing as though such
representations and warranties were made at and as of such time.
(b) Freud and Metro shall have performed and complied with
all covenants, agreements and conditions required by this
agreement to be performed or complied with by them prior to or at
the closing, including the delivery of the stock in Metro by
Freud being exchanged hereunder.
(c) Freud hereby states that the materials, including
current financial statements, prepared and delivered by Corfacts
to him, have been read and understood by him and that he is
familiar with the business of Corfacts, that he is acquiring
Corfacts's shares under section 4(2), commonly known as the
private offering exemption, of the Securities Act of 1933, as
amended, that the shares are restricted and may not be resold,
except in reliance on an exemption under said Securities Act of
1933, as amended.
(d) Metro and Freud shall provide financial records and
statements to fully enable Corfacts to comply with its filing
requirements under the Securities Act of 1933 and the Securities
and Exchange Act of 1934, and said financial statements must
fully comply with all S.E.C. Regulations and generally accepted
accounting principles.
(e) Metro and Freud shall have delivered to Corfacts an
opinion letter dated the closing date to the effect that Metro is
a corporation duly organized and validly existing in good
standing under the laws of the State of New Jersey and it is duly
qualified to do business in any jurisdiction where so required.
11. Indemnification. Within the period provided in paragraph 10
hereof and in accordance with the terms of that paragraph, each
party to this agreement shall indemnify and hold harmless each
other party at all times after the date of this agreement against
and in respect of any liability, damage or deficiency, all
actions, suits, proceedings, demands, assessments, judgments,
costs and expenses, including attorney's fees, incident to any of
the foregoing, resulting from any misrepresentations, breach of
covenant or warrant, or non-fulfillment of any agreement on the
part of such party under this agreement or from any
misrepresentation in or omission from any certificate furnished
or to be furnished to a party hereunder.
12. Nature and Survival of Representations. All
representations, warranties and covenants made by any party in
this agreement shall survive the closing hereunder and the
consummation of the transactions contemplated hereby for two
years from the date hereof. All of the parties hereto are
executing and carrying out the provisions of this agreement in
reliance solely on the representations, warranties and covenants
and agreements contained in this agreement or at the closing of
the transaction herein provided for, and not upon any
investigation upon which it might have made or any
representations, warranties, agreements, promises or information,
written or oral, made by the other party or any other person
other than as specifically set forth herein.
13. Documents at Closing. At the closing, the following
transactions shall occur, all of such transactions being deemed
to occur simultaneously:
(a) Freud will deliver, or cause to be delivered, to
Corfacts the following:
(i) His stock certificate for all the stock of Metro
owned by Freud being tendered hereunder, duly endorsed to
Corfacts;
(ii) All corporate records of Metro, including without
limitation, corporate minute books (which shall contain copies of
the Articles of Incorporation and By-laws, as amended to the
Closing), stock books, stock transfer books, corporate seals, and
other corporate books and records as may reasonably requested for
review by Corfacts and its counsel;
(iii) A certificate executed by Freud to the effect
that all representations and warranties made by him under this
agreement are true and correct as of the closing, the same as
though originally given to Corfacts on said date;
(iv) A certificate from the Secretary of State of its
incorporation dated at or about the closing date, to the effect
that Metro is in good standing under the laws of said State;
(v) Such other instruments, documents and
certificates, if any, as are required to be delivered pursuant to
the provisions of this agreement.
(b) Corfacts will deliver or cause to be delivered to Freud;
(i) A stock certificate representing Freud's ownership
of 3,904,088 shares of Stock in Corfacts, as set forth
previously herein;
(ii) A certificate of the President and Secretary of
Corfacts to the effect that all representations and warranties of
Corfacts made under this Agreement are reaffirmed on the closing date;
(iii) The opinion of Corfacts's counsel set forth herein;
(iv) Certified copies of resolutions by Corfacts's
Board of Directors authorizing this transaction;
(v) A certificate from the Secretary of State of
Corfacts's state of incorporation dated at or about the closing
date, that Corfacts is in good standing under the laws of said
state;
(vi) All applicable corporate records of Corfacts;
(vii) Such other instruments and documents as are
required to be delivered pursuant to the provisions of this
agreement.
(c) Metro and Freud will deliver or cause to be delivered
to Corfacts a certificate of the President and Secretary of Metro
to the effect that all representations and warranties of Metro
and Freud made under this agreement are reaffirmed on the closing
date, the same as though originally given to Corfacts on said
date.
14. Additional Representations and Provisions.
(a) Corfacts, Metro and Freud represent and warrant to each
other that they have, prior to entering into this agreement,
performed all "Due Diligence" requirements respecting an
investigation of the business and financial records of Corfacts
and Metro, and are satisfied that there are no impediments to
this
transaction.
(b) Corfacts will comply with all applicable filing and
notice requirements impossed under any and all State and Federal
Securities Laws;
(c) Metro shall become a wholly owned subsidiary of
Corfacts and shall continue to function in its usual capacity as
such;
(d) Corfacts will cause to be issued a Press Release
regarding
its acquisition of Metro as a wholly owned subsidiary;
(e) Corfacts, Metro and Freud covenant and agree that Ms.
Trudy Katz will be appointed Chief Financial Officer ("CFO") for
both Corfacts and Metro;
(f) Corfacts, Metro, Freud and Lawrence Finkelstein
("Finkelstein") will take all action necessary to insure that
Finkelstein will continue to be President of Corfacts and a Vice-President
of Metro, and that Freud will continue to be President of Metro and a
Vice-President of Corfacts.
(g) As previously set forth, the effective date of this
agreement for tax and accounting purposes shall be July 1, 1996
with the actual date of execution of this Agreement on December 31, 1996.
15. Miscellaneous.
(a) Further Assurances. At any time, and from time to time,
after the effective date, each party will execute such additional instruments
and take such other action as may reasonably be requested by the other party
to confirm or prefect title to any property transferred hereunder or
otherwise to carry out the intent and purposes of this agreement.
(b) Waiver. Any failure on the part of any party hereto to
comply with any of its obligations, agreements or conditions
hereunder may be waived in writing by the party to whom such compliance is
owed.
(c) Brokers. Neither party has employed any brokers or
finders with regard to this agreement unless otherwise described in writing
to all parties hereto.
(d) Notices. All notices and other communications
hereunder shall be in writing, and shall be deemed to have been
given if delivered in person or sent by pre-paid, first class
registered or certified mail, return receipt requested, to the
addresses shown below:
TO CORFACTS: 50 Route 9 North, Morganville, New Jersey
TO METRO & FREUD: 41 East Main Street, Freehold, New Jersey
(e) Headings. The section and subsection headings in this
agreement are inserted for convenience only, and shall not affect
in any way the meaning or interpretation of this agreement.
(f) Counterparts. This agreement may be executed
simultaneously in two or more counterparts, each of which shall
be deemed an original, but all of which together shall constitute
one and the same instrument.
(g) Governing Law. This agreement was negotiated and is
being contracted for in the State of New Jersey and shall be
governed by the laws of the State of New Jersey.
(h) Binding Effect. This agreement shall be binding upon
the parties hereto and inure to the benefit of the parties, their
assigns.
(i) Entire Agreement. This Agreement is the entire
agreement of the parties covering everything agreed upon or
understood in the transaction. There are no oral promises,
conditions, representations, understandings, interpretations or
terms of any kind as conditions or inducements to the execution
hereof.
(j) Time. Time is of the essence of performance of all
obligations in this agreement.
(k) Severability. If any part of this agreement is deemed
to be unenforceable, the balance of the agreement shall remain in
full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this
agreement on DECEMBER 31, 1996.
CORFACTS, INC.
BY:
/s/ Lawrence Finkelstein
__________________________
Lawrence Finkelstein, President
ARIEL FREUD
/s/ Ariel Freud
__________________________
By Ariel Freud, Individually
METRO-MARKETING, INC.
/s/ Ariel Freud
____________________________
By Ariel Freud, President
<PAGE>
EXH. II
DATED: January 21, 1997 $ 151,385.00
MATURITY DATE - December 21, 2003
PROMISSORY NOTE
FOR VALUE RECEIVED: CORFACTS, INC. of 50 HIGHWAY #9 NORTH,
MORGANVILLE, New Jersey (hereinafter referred to as the "maker"),
promises to pay to the order of ARIEL FREUD, in such coin or
currency of the United States of America, as at the time of payment
shall be legal tender for the payment of public and private debts,
the principal sum of one hundred fifty one thousand three hundred
and eighty-five dollars ($151,385.00) to be paid over a SIX (6)
YEAR period from the date of execution of this instrument in the
following manner: (a) during the first two (2) years of this note,
payment of interest only at the yearly rate of 7% per annum, with
said interest payments to be made in quarterly installments during
each calendar year and (b) thereafter, during the next four (4)
years, in equal quarterly payments of both principal and interest
until this note is paid.
Corfacts has the right to prepay all, or any part, of this note
before its maturity date without penalty.
The holder hereof shall not, by any act, delay, commission, failure
to act, or otherwise, be deemed to have waived any right, power,
privilege or remedy hereunder, and no waiver whatever shall be
valid unless in writing signed by the holder hereof, and then only
to the extent therein set forth, nor shall any single or partial
exercise of any right, power, privilege or remedy hereunder
preclude any further exercise thereof, or the exercise of any other
right, power, privilege or remedy. The rights and remedies herein
provided are cumulative and not exclusive of any rights or remedies
provided by law and may be exercised singly or concurrently. A
waiver by the holder hereof any right or remedy under the terms of
this Note, on any one occasion, shall not be construed as a bar to
any right or remedy which the holder would otherwise have had on
any future occasion. No executory agreement unless in writing and
signed by the holder, and no course of dealing between the maker,
endorser(s) or guarantor(s) hereof and the holder shall be
effective to change or modify or discharge in whole or in the part,
this Note.
In the event of the occurrence of any default hereunder, then, at
the option of the holder, the entire principal balance and interest
due shall forthwith become due and payable. Neither delay in
asserting this right nor the acceptance of past due payments or the
imposition of late charges shall be deemed a waiver thereof. Upon
the happening of any default the holder thereof shall have, in
addition to all other rights and remedies, the remedies of a
secured party under the New Jersey Uniform Commercial Code with
respect to any collateral security.
The holder may require payments hereunder to be made by certified
check if on any two occasions the maker's checks to the holder are
not honored when presented in due course to the bank on which they
are drawn.
Any one of the following occurrences shall constitute a default
under this Note: The non-payment of any installment required to be
made hereunder on the dates specified herein, and such default
continues for a period of ten days; or failure to perform any
agreement herein contained or contained in any security agreement,
mortgage, or any other agreement delivered by the maker to the
holder; or if any of the following events occur with respect to the
maker, or any endorser or any guarantor of the payment of the
obligations of the maker; default in respect of any liability,
obligation or agreement with the holder hereof (present or future,
absolute or contingent, secured or unsecured, matured or unmatured,
several or joint, original or acquired); death: insolvency;
commission of an act of bankruptcy; assignment for the benefit of
creditors; appointment of a committee of any creditors or
liquidating agent; offering to or receiving from any creditors or
liquidating agent; offering to or receiving from any creditors a
composition or extension of any of their indebtedness; making or
sending a notice of an intended bulk sale; the whole or partial
suspension or liquidation of their usual business; failing to pay
any tax when assessed or due; commencement of any proceeding suit
or action under any of the provisions of the Federal Bankruptcy
Code for adjudication as a bankrupt or for the relief under any
provision of the bankruptcy or similar laws; making any
misrepresentation to the holder hereof for the purpose of obtaining
credit or an extension of credit to the maker, default under any
collateral mortgage or security agreement given as security for
this Note or as security for the guaranty of payment of the
obligations of the maker hereof, or under any extension or
modification thereof; entry of a money judgment against any of them
or commencement of any proceeding for enforcement of a money
judgment against any of them; default with respect to any
indebtedness for borrowed money (other than obligations owing to
the holder hereof) or with respect to the payment of money pursuant
to any agreement, lease or other instrument beyond any period of
grade provided therein, or default in the performance of any other
term, condition or covenant in any document under which such
obligation is created.
The maker may repay this Note in whole or in part on any date when
any installment is due, without penalty.
The maker agrees that whenever an attorney is used to collect or
enforce, declare or adjudicate any rights or obligations under this
Note or with respect to any collateral security therefore, whether
by suit or any other means whatever, a legal fee of twenty (20%)
percent of the principal and interest then due hereunder shall be
payable by the maker, together with all costs and expenses of such
collection, enforcement or adjudication and shall constitute part
of the principal obligation hereunder.
Any notice, request, demand or communication to the holder shall be
deemed effective only if in writing and sent to the holder by
registered mail at the address as stated above. Any notice to the
maker shall be deemed sufficient if sent to the maker at the
address of the maker as stated above.
All parties to this Note, whether maker, guarantor or endorser,
waiver presentment for payment, notice of dishonor, protest, notice
of protest of this Note or other notice of any kind and all demands
whatsoever; and in any litigation with the holder whether or not
arising our of or relating to this Note or any collateral security
therefore, said parties expressly waive trial by jury, and in
addition, expressly waiver the right to interpose any defense based
on any Statute of Limitations or any claim or laches and any set-off,
counterclaim or crossclaim of any nature or description.
The maker shall not, without the prior written consent of the
holder hereof, enter into any transaction of merger, sale or
consolidation, or transfer, sell, assign, lease or otherwise
dispose of all or a substantial part of its assets, or stock or
wind up, liquidate or dissolve its business.
The holder hereof may negotiate, assign and transfer this Note to
any transferee who shall thereupon become vested with all the
rights, power and privileges given to the holder with respect to
any collateral security transferred and the holder shall thereafter
be forever released and discharged of and from any and all
liability or responsibility to the maker for and on account of any
collateral security so delivered, and the holder shall retain all
powers and rights with respect to any collateral security not so
delivered.
This Note shall be governed and construed in accordance with the
laws of the State of new Jersey.
Any provision hereof which may prove unenforceable under any law
shall not affect the validity of any other provision hereof.
This Note may not be changed or terminated orally, but only by
writing signed by the holder hereof.
IN WITNESS WHEREOF, the maker has caused this Note to be duly
executed on this 21st day of January, 1997.
CORFACTS, INC. ("maker")
By:
s/s Lawrence Finkelstein
______________________________
LAWRENCE FINKELSTEIN-President
WITNESS
________________________________
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