<PAGE> 1
UNITED STATES
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 (earliest event reported): October 3, 1997
TELESERVICES INTERNATIONAL GROUP INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Florida 33-11059-A 59-2773602
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
100 Second Avenue South, Suite 1000, St. Petersburg, Florida 33701
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number,including area code: (813) 895-4410
-------------------
VISITORS SERVICES INTERNATIONAL CORP.
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(Former name or former address, if changed since last report.)
<PAGE> 2
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
DISPOSITION OF ASSETS - TeleServices International Group Inc. (the
"Registrant") disposed of substantially all of the assets of its wholly-owned
subsidiary, GuaranTEE Time, Inc. ("GTT") on October 3, 1997, following a sale
by GTT (as seller) to Guarantee Time Acquisitions, Inc., an unaffiliated
third-party (the "Buyer").
The Registrant originally acquired GTT as a wholly-owned subsidiary in
February 1997. GTT was in the business of providing automated tee-time
scheduling service for golf courses nationwide through combined use of its
proprietary tee scheduling software and a centralized 800 number.
Consideration received by the Registrant and GTT in the transaction
consisted of the following: $30,000 in earnest money plus $436,012 in cash;
Buyer's promissory note in the amount of $150,000; Buyer's assumption of
certain payments aggregating $35,000; and Buyer's assumption of certain
liabilities, up to an aggregate of $433,000. The $150,000 promissory note does
not bear interest, is secured by a commercial "Standby Letter of Credit," and
is payable as follows: $100,000 due and payable by April 2, 1998; and $50,000
due and payable on October 2, 1998.
The Registrant and GTT agreed not to compete with the Buyer for a period
of three years in the business of tee- time reservation services. The
Registrant intends to change the name of GuaranTEE Time, Inc. to TSIG
Development Corp.
In connection with the transaction, the Registrant granted to Buyer an
option to purchase 50,000 shares of restricted common stock of the Registrant,
at an exercise price of $1.00, on or before September 30, 2000.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired. Not Applicable.
(b) Pro Forma Financial Information. The required pro forma
financial information is being provided herewith.
(c) Exhibits. The following exhibits are furnished in accordance
with the provisions of Item 601 of Regulation S-B.
Exhibit Number Description
-------------- -----------
2.4 Agreement for Purchase of Assets of Guarantee
Time, Inc. between Guarantee Time, Inc.,
TeleServices International Group Inc., and
Guarantee Time Acquisition, Inc., dated October
3, 1997. (1)
3.3 Bylaws as restated October 18, 1996 (2)
3.5 Articles of Incorporation, as amended and
currently in effect. (3)
- -----------------------------
(1) Filed herewith.
(2) Incorporated by referenced to Exhibit 3.3 to the Registrant's Form 8-K
dated October 17, 1996, and filed on October 23, 1996.
(3) Incorporated by reference to the Registrant's Form 10-QSB for the quarter
ending March 31, 1997.
2
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TELESERVICES INTERNATIONAL GROUP INC.
By: /s/ Stephen G. McLean
---------------------------------
Stephen G. McLean, Chief
Executive Officer
Date: October 20, 1997
3
<PAGE> 4
TELESERVICES INTERNATIONAL GROUP INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
CONSOLIDATED ADJUSTED
ASSETS W/GTT PROFORMA TOTAL
JUNE 30, 1997 ADJUSTMENT JUNE 30, 1997
----------- ------------ --------------
<S> <C> <C> <C>
Current Assets: $ (238,053) $ 464,258 $ 226,205
Cash 150,000 - 150,000
Cash, restricted 343,723 (850) 342,873
Accounts Receivable, net of allowance -
for doubtful accounts
Notes Receivable - 150,000 150,000
Other Current Assets: 133,513 (58,966) 74,547
----------- ------------ --------------
Total current assets $ 389,183 $ 554,442 $ 943,625
Investment in related party 341,223 341,223
Equipment, net of accumulated depreciation 1,563,496 (78,781) 1,484,715
Goodwill 1,572,989 (601,798) 971,191
Other assets 558,983 558,983
----------- ------------ --------------
Total Assets $ 4,425,874 $ 126,137 $ 4,299,737
=========== ============ ==============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities:
Accounts payable and accrued expenses $ 3,015,577 $ (332,942) $ 2,682,635
Loans payable, stockholders 2,049,879 (25,215) 2,024,664
Accrued interest payable, stockholders 212,626 212,626
Accrued payroll and taxes 248,691 248,691
Unearned revenue 15,904 (15,904) -
Unearned franchise fee 225,000 225,000
Capital leases payable, current portion 110,164 110,164
Notes payable, current portion 268,636 (74,910) 193,726
----------- ------------ --------------
Total current liabilities $ 6,146,477 $ (448,971) $ 5,697,506
Notes payable, net of current portion 66,138 66,138
Capital leases payable, net of current portion 188,135 188,135
----------- ------------ --------------
Total liabilities $ 6,400,750 $ (448,971) $ 5,951,779
Stockholders' equity (deficit):
Preferred stock, $.001 par value
None issued and outstanding
Common stock, $.0001 par value 2,570 (5,150) (2,580)
Additional paid-in capital 11,352,284 (169,350) 11,182,934
Accumulated (deficit) (13,329,730) 497,334 (12,832,396)
----------- ------------ --------------
Total stockholder's equity (deficit) $(1,974,876) $ 322,834 $ (1,652,042)
Total liabilities and stockholder's
equity (deficit) $ 4,425,874 $ (126,137) $ 4,299,737
=========== ============ ==============
</TABLE>
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TELESERVICES INTERNATIONAL GROUP INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENT OF OPERATIONS
NINE MONTHS ENDED JUNE 30, 1997
<TABLE>
<CAPTION>
CONSOLIDATED ADJUSTED
W/GTT PROFORM TOTAL
JUNE 30, 1997 ADJUSTMENTS JUNE 30, 1997
------------- ----------- -------------
<S> <C> <C> <C>
Total Revenues $ 1,669,598 $ - $ 1,669,589
------------ ------------ ------------
Operating Expenses:
Salaries and Payroll Taxes $ 3,915,742 $ (200,366) $ 3,715,376
Contract Services 1,195,842 (146,730) 1,049,112
Rent 257,616 (3,637) 253,979
Telephone 824,567 (22,449) 802,118
Travel and entertainment 1,024,349 (108,425) 915,924
Advertising and promotion 250,309 (38,468) 211,841
Deprecation 406,462 - 406,462
Amortization 98,358 - 98,358
Other Expenses 1,320,316 (14,752) 1,305,564
------------ ------------ ------------
Total operating expenses $ 9,293,561 $ (534,827) $ 8,758,734
Net (loss) from operations $ (7,623,963) $ (534,827) $ (7089,136)
Other income (expense):
Gain on sale of securities 74,171 74,171
Interest income 34,845 34,385
Interest (expense) (192,642) 7,092 (185,550)
============ ============ ============
Net (loss) $ (7,707,589) $ (527,735) $ (7,165,670)
============ ============ ============
Net (loss) per share: $ (0.36) $ (0.33)
============ ============
Weighted Average Shares
Outstanding 21,573,898 21,573,898
============ ============
</TABLE>
<PAGE> 6
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Description
-------------- -----------
<S> <C>
2.4 Agreement for Purchase of Assets of Guarantee
Time, Inc. between Guarantee Time, Inc.,
TeleServices International Group Inc., and
Guarantee Time Acquisition, Inc., dated October
3, 1997. (1)
3.3 Bylaws as restated October 18, 1996 (2)
3.5 Articles of Incorporation, as amended and
currently in effect. (3)
</TABLE>
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(1) Filed herewith.
(2) Incorporated by referenced to Exhibit 3.3 to the Registrant's Form 8-K
dated October 17, 1996, and filed on October 23, 1996.
(3) Incorporated by reference to the Registrant's Form 10-QSB for the quarter
ending March 31, 1997.
<PAGE> 7
EXHIBIT 2.4
AGREEMENT FOR PURCHASE OF ASSETS
OF
GUARANTEE TIME, INC.
This Agreement is entered into effective the 3rd day of October, 1997
between GUARANTEE TIME, INC., a Wisconsin corporation (the "Seller"),
TELESERVICES INTERNATIONAL GROUP, INC. F/K/A VISITOR SERVICES INTERNATIONAL,
INC., a Florida corporation (the "Seller's Shareholder"), and GUARANTEE TIME
ACQUISITION, INC., a Washington corporation (the "Buyer").
R E C I T A L S
A. Seller desires to sell and Buyer desires to purchase
substantially all of the assets of the Seller described
herein;
B. Seller and Buyer entered into that certain Letter of
Intent date August 27, 1997 (the "LOI), which was amended by
letter dated September 23, 1997 ("LOI Amendment"); and
C. The parties desire to reduce the terms and conditions
contained in the LOI and the LOI Amendment to an Agreement to
writing.
NOW, THEREFORE, the parties agree as follows:
1. AGREEMENT TO SELL AND PURCHASE. Subject to the terms and
conditions of this Agreement, on the closing date and in consideration of the
purchase price set forth below, the Seller will sell, transfer, assign and
convey to the Buyer, substantially all of the assets of the Seller used in the
Seller's business, including:
1.1 EQUIPMENT. All furniture, machinery, tools and
equipment used in the business, including, without limitation, the specific
items listed and described in Exhibit A hereto (the "Equipment"). At Closing,
Seller shall deliver and transfer to Buyer any certificate of title or other
documentation necessary to complete the transfer of the Equipment.
1.2 FIXTURES. The fixtures used at all locations of the
business, including, without limitation, the specific items listed and
described in Exhibit B hereto (the "Fixtures"). At Closing, Seller shall
deliver and transfer to Buyer any certificate of title or other documentation
necessary to complete the transfer of the Equipment.
1.3 INVENTORY. All inventory and supplies of the
business, including, without limitation, the items listed and described on
Exhibit C hereto (the "Inventory").
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<PAGE> 8
1.4 SOFTWARE. All software used in the Seller's
business, including, without limitation, the specific software products listed
and described in Exhibit D hereto (the "Software").
1.5 ACCOUNTS RECEIVABLE. Seller and Buyer agree that all
accounts receivable pertaining to sales by Seller partially or fully completed
prior to Closing shall be transferred to and purchased by Buyer hereunder.
Should Seller come into possession of any collections on such accounts
receivable after the Closing, Seller hereby agrees to remit, in the form
received, such amounts to Buyer within two (2) business days of receipt. All
of Seller's accounts receivable are listed and described on Exhibit E hereto.
1.6 NAMES. Seller shall assign and transfer to Buyer by
separate instruments incorporated by reference herein, at Closing, Sellers
entire right, title and interest, worldwide, in and to all of Seller's
trademarks and service marks (including both design and word marks), together
with all the goodwill associated with said marks, and Seller's interest in all
certificates of registration, pending applications for registration, and any
common law rights in any of the said marks (collectively the "Trademarks"). In
addition to the Trademarks, Seller shall transfer to Buyer and Buyer shall
thereby acquire any and all of Seller's trade names used in connection with the
business, including but not limited to the trade name "GuaranTEE Time"
(collectively the "Trade Names"). All of the Trademarks and Trade Names are
listed and described on Exhibit F hereto.
1.7 INTANGIBLE ASSETS. Goodwill; copyrights; trade show
booths; advertising and promotional materials (including catalogs and sales
brochures with original camera ready art work); logotypes phone numbers;
customer, sales representative and supplier lists (including names and
addresses); customer and supplier invoices; all historical files and records of
any nature relating to Seller and its assets; business plans of any nature
prepared by or on behalf of Seller; manuals; Seller's rights under executory
sales orders and executory purchase orders; third party contracts (e.g., all
non-compete and non-disclosure agreements with third parties which accrue to
Seller's benefit); and all other intangible assets associated in a material way
with Seller's operations.
1.8 MISCELLANEOUS ASSETS. All other assets of the
business, including without limitation all telephone numbers, contract rights,
deposits with landlords, utilities and others, and all other such assets listed
and described on Exhibit G hereto (the "Miscellaneous Assets").
1.9 EXCLUDED ASSETS. Seller and Buyer agree that those
assets listed and described on Exhibit H hereto are specifically excluded from
this transaction (the "Excluded Assets").
The assets being acquired by the Buyer are hereafter referred to as the
"Acquired Assets".
2. PURCHASE PRICE. In addition to the Assumed Liabilities, as
defined in paragraph 5 below, the purchase price for the Acquired Assets is Six
Hundred Fifty Thousand and 00/100 Dollars ($650,000.00).
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3. PAYMENT OF PURCHASE PRICE. The purchase price to be paid by
the Buyer to the Seller shall be payable as follows:
3.1 DOWN PAYMENT AT CLOSING. A down payment by the Buyer
of Five Hundred One Thousand Twelve and 00/100 Dollars, ($501,012.00) shall be
made by certified or cashier's check, or by bank wire, at Closing (the "Closing
Payment"). The actual amount of additional funds Buyer will pay Seller at
Closing will be the resultant of the Closing Payment less the Thirty Thousand
and 00/100 Dollars ($30,000.00) earnest money paid to Seller by Buyer
concurrent with the execution of the LOI (the "Earnest Money") less the amount
of the assumption of the Contractor Payments, as defined and described in the
LOI Amendment (which is incorporated herein by this reference) which the
parties agree shall be Thirty Five Thousand and 00/100 Dollars ($35,000.00).
Accordingly, the amount of additional funds to be paid by Buyer at Closing
shall be Four Hundred Thirty Six Thousand Twelve and 00/100 Dollars
($436,012.00).
3.2 PAYMENT OF BALANCE. The balance of the Purchase
Price shall be paid to Seller by delivery of Buyer's promissory note in the
form of Exhibit H-2 which shall be payable as follows: The first payment of
One Hundred Thousand and 00/100 Dollars ($100,000.00) shall be due and payable
six months from the Closing and the second and final installment for the
remaining Fifty Thousand and 00/100 Dollars ($50,000.00) shall be due and
payable on the first anniversary date of the Closing.
4. SECURITY. The payments called for under paragraph 3.2 shall
be secured by a letter of credit in the form attached hereto as Exhibit I.
5. ASSIGNMENT AND ASSUMPTION OF LIABILITIES. Subject to the
limitations set forth in this paragraph, Seller shall assign, and Buyer shall
assume and perform, only those specific liabilities and contracts listed and
described on Exhibit J (referred to herein as the "Assumed Liabilities"). An
addition to listing and describing the Assumed Liabilities, Seller shall
deliver to Buyer at Closing a true and correct copy of each invoice, contract,
and all such other documents evidencing the obligations being assumed under
this Agreement. Except for the Assumed Liabilities, Buyer shall assume no
liabilities of Seller, known or unknown, whether arising or accruing on or
before the date of Closing or thereafter. Without limiting the generality of
the foregoing, Buyer assumes no liability or responsibility for any
administrative proceedings, litigation, claims, taxes, assessments or penalties
which affect or involve Seller in any way, or any obligations of Seller for
liability to existing or former employees. Furthermore, Seller agrees and
acknowledges that in no event will the Assumed Liabilities exceed Four Hundred
Thirty Three Thousand and 00/100 Dollars ($433,000) (the "Assumed Liabilities
Cap"). Any and all amounts exceeding the Assumed Liabilities Cap, for
liabilities relating to the operation of the Seller's business prior to the
Closing, shall be the sole and exclusively liability of Seller.
6. ALLOCATION OF PURCHASE PRICE. The purchase price to be paid
under this Agreement for the Acquired Assets shall be allocated as set forth
below. The Seller, Seller's Shareholder and Buyer agree to report this
transaction for federal and state tax purposes in accordance with these
allocations:
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<PAGE> 10
<TABLE>
<CAPTION>
ITEM PURCHASE PRICE
---- --------------
<S> <C>
The Equipment, Fixtures and Software $ 357,428
----------------
The Inventory $ 8,539
----------------
Goodwill $ 132,898
----------------
The Noncompetition Agreement $ 75,000
----------------
Account Receivable and the Other Assets $ 66,135
================
Total $ 650,000
</TABLE>
The parties acknowledge that the above allocation is their good faith
estimate of the fair market value of the assets being acquired under this
Agreement.
7. INVENTORY. Seller has take a complete physical inventory of
all stock in trade and inventory of the Seller the results of which are set
forth on Exhibit C hereto.
8. USE OF NAME AND ASSIGNMENT OF TELEPHONE NUMBERS. From the
date of Closing, the Buyer shall have the exclusive right to use of the
Trademarks and the Trade Names. Within five (5) business days from Closing,
the Seller shall file Articles of Amendment changing its name to some other
dissimilar name, and shall from the date of Closing make no further use of any
of the Trademarks or Trade Names. Furthermore, Seller will take any and all
necessary steps required to assign all telephone numbers included in the
Acquired Assets to Buyer.
9. SELLER'S REPRESENTATIONS AND WARRANTIES. The Seller and
Seller's Shareholder hereby jointly and severally represent and warrant to the
Buyer as follows:
9.1 ORGANIZATION. The Seller is a corporation duly
organized and validly existing in good standing under the laws of the State of
Wisconsin, possesses all requisite corporate power and authority to own,
operate and use its properties (including the Acquired Assets) to carry on its
business as it is now being conducted, and is qualified to do business as a
foreign corporation in each jurisdiction where such qualification is required.
The Articles of Incorporation and the Bylaws delivered or to be delivered to
the Buyer are complete and correct and contain all amendments thereto.
9.2 AUTHORIZATION. Seller's Shareholder and the Seller
have the full power and authority to enter into this Agreement and to carry out
their respective obligations hereunder. The execution and delivery of this
Agreement and the consummation of the transactions contemplated hereby have
been duly authorized by the Seller's Board of Directors and shareholders, and
do not violate, result in a breach of, or constitute a default under any
judgment, order or decree to which the Seller or its shareholders are subject,
or the Seller's Articles or Bylaws. The execution, delivery and performance of
this Agreement by the Seller and Seller's Shareholder will not violate, with or
without the giving of notice and/or the passage of time, any provision of law
now applicable to the shareholders or the Seller, or result in the creation of
any
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lien, charge or encumbrance upon any of the assets of the Seller pursuant to
any corporate charter, bylaw, indenture, mortgage, deed of trust, loan
agreement, or other agreement or instrument to which the Seller or the Seller's
Shareholder are a party or by which the Seller or the Seller's Shareholder may
be bound, or to which they may be subject. The transactions contemplated by
this Agreement will not require the authorization, consent or approval of any
third party, except as disclosed in writing to Buyer's legal counsel prior to
Closing.
9.3 TITLE TO ACQUIRED ASSETS. Seller is the owner and
has good and marketable title to the Acquired Assets being sold to the Buyer
hereunder, free and clear of all claims, liens, pledges or encumbrances of any
kind, and Buyer will receive good and marketable title to the Acquired Assets,
free and clear of all claims, liens, pledges or encumbrances of any kind. The
Acquired Assets are all of the assets and rights necessary for the efficient
conduct of the business being conducted by Seller.
9.4 TAXES. The Seller has prepared and filed all
federal, state and local tax returns which are required to be filed, has paid
all taxes due pursuant to such returns or any assessments received by Seller,
such returns accurately reflect the taxes payable, and the Seller has
adequately reserved for all current taxes. All deposits required by law to be
made by Seller, including but not limited to estimated income, franchise and
employees' withholding and social security taxes to the date of Closing, have
been paid by Seller. Neither the Internal Revenue Service nor any other taxing
authority is now asserting, or threatening to assert, any deficiency,
assessment or claim for taxes, interest or penalties.
9.5 COMMITMENTS. To Seller's knowledge, Seller is not a
party to or bound by any written or oral agreement, partnership, joint venture,
lease, commitment or other understanding or obligation material to the business
other than as described in the exhibits for Assumed Liabilities and Excluded
Assets. All such commitments are valid, binding and in full force and effect,
and, except as specifically noted in the Exhibits hereto, the Seller is not in
default, or alleged to be in default, under any commitment included in the
Acquired Assets or Assumption of Liabilities, nor is any other party under any
such commitment in default or alleged to be in default.
9.6 COMPLIANCE WITH LAWS. The Seller is not in violation
in any material respect of any law, rule, regulation, order, injunction or
decree of the government or courts of the United States or any state or other
jurisdiction in which the Seller conducts business, including, without
limitation any federal, state or local laws relating to employment, working
conditions or environmental matters, and no notice of any such violation has
been received which remains uncorrected.
9.7 INTANGIBLE ASSETS. All of the Seller's patents,
trademarks, trade names and copyrights, and registration and applications
therefor, if any, are valid and in good standing, and no proceedings involving
the invalidity thereof or ownership by the Seller thereof are pending or to
Seller's knowledge have been threatened. The Seller owns the entire right,
title and interest in and to, and has the exclusive right to, the patents,
Trademarks, Trade Names, service marks and copyrights, as well as trade
secrets, formulae and processes included in the
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<PAGE> 12
Acquired Assets. The conduct of the business of the Seller does not infringe
upon the patent, trademark, service mark, copyright or confidential
information, formulae, or trade secrets of any third party, and except as set
forth on Exhibit J-2 hereto the Seller has not received notice of any such
infringement.
9.8 FINANCIAL STATEMENT. The balance sheet of the Seller
as of September 30, 1997, and the Income Statement for the period ended as of
that same date, both attached hereto as Exhibit K and all other financial
information that has been given to Buyer or its agents (the "Financial
Statements"), have been prepared in accordance with generally accepted
accounting principles applied on a consistent basis throughout the periods
covered, and fairly present the financial condition of the Seller as of the
dates specified, and do not contain any misstatement of a material fact or omit
to state any fact required in the circumstances to make such Financial
Statements not misleading.
9.9 MACHINERY AND EQUIPMENT. All machinery, tools,
equipment and other personal property of the Seller owned or used in its
operation are as shown on the Equipment exhibit attached as Exhibit A, and no
disposition of any equipment, tools, machinery or personal property has
occurred since June 31, 1997 except in the ordinary course of business. All of
the assets listed on Exhibits A are in existence and in the possession and
control of the Seller, are in good operating condition and repair, and are free
and clear of all mortgages, liens, encumbrances. The Acquired Assets
constitute all of the non-cash assets which are material to the operation of
the business.
9.10 NO LITIGATION. Except as listed and described in
detail in Exhibit L attached hereto, there is (i) no litigation, proceeding,
arbitral action or governmental investigation pending or, as far as is known to
the Seller or Seller's Shareholder, threatened against the Seller or any of its
assets, and (ii) no decree, injunction or order of any court or governmental
department or agency outstanding against the Seller or the Seller's
Shareholder.
9.11 ENVIRONMENTAL LAWS. The Seller and Seller's
Shareholder have not received any notice that the Seller is in violation of,
and the Seller is in compliance with, the laws of the United States and each
state in which the Seller conducts business, the applicable regulations of the
United States Environmental Protection Agency and all applicable regulations of
any state and local governmental authorities governing water pollution, air
pollution, noise pollution, and the treatment, storage and disposal of oil,
chemical, toxic and other waste, including waste categorized by such laws or
regulations as "hazardous waste" or "hazardous substances", and the discharge
or storage of such materials into the ground, the atmosphere or underground in
surface bodies of water. There has never been any discharge by the Seller of
any such hazardous waste or substances from any of the Seller's properties
(whether leased or owned), and to the knowledge of the Seller and the Seller's
Shareholder there has not been any such discharge by any other person or entity
from any of the Seller's properties (whether leased or owned).
-6-
<PAGE> 13
To the knowledge of the Seller and the Seller's Shareholder, no part
of the Seller's real property (whether leased or owned) has ever been used for
a land fill, dump, or toxic or other waste disposal site, and no underground
storage tanks are currently in place, and with respect to any such tanks that
were previously removed, any contaminated soil was also removed.
9.12 CUSTOMERS AND STRATEGIC RELATIONSHIPS. Except as
listed and described in Exhibit M attached hereto, there has been no
termination, cancellation, limitation, adverse modification or change in the
business relationship of the Seller with any customer or other third parties.
9.13 REAL PROPERTY. The real estate leased by the Seller
is described in Exhibit J, the Assumed Liabilities exhibit. The Seller's
leased real estate and the operations conducted thereon are in compliance in
all material respects with applicable laws, rules and regulations regarding the
use of these properties. Seller has sent a notice of termination to the
landlord for the Brookfield office lease so that the Buyer's obligations under
said lease will not extend beyond December 31, 1997.
9.14 TRANSACTIONS WITH INTERESTED PERSONS. Except as set
forth on Exhibit J-2 hereto, no officer, supervisory employee, director or
shareholder of the Seller and Seller's Shareholder, or their respective spouses
or children, owns directly or indirectly on an individual or joint basis, any
interest in any customer, supplier or competitor of the Seller, or any
organization which has a contract or other arrangement with the Seller, in all
cases excepting the insubstantial ownership of shares of stock of publicly
traded companies.
9.15 DISCLOSURE. No representation, warranty or statement
in this Agreement, nor in any Exhibit, certificate or schedule hereto or to be
delivered to Buyer pursuant to this Agreement, contains any untrue statement of
a material fact or omits to state any material fact necessary in order to make
the statements contained therein or herein not misleading.
9.16 EFFECT OF THIS AGREEMENT. The execution, delivery an
performance of this Agreement by Seller and the consummation of the
transactions contemplated herein by Seller and Buyer do not require the
consent, waiver, approval, license or authorization of any person or public
authority; do not violate in any material respect any provision of law
applicable to Seller; do not conflict with or result in the breach of Seller's
Articles of Incorporation or Bylaws; and do not violate any restriction of any
kind or character in any agreement between Seller and any other party included
in the Acquired Assets and Assumed Liabilities. The consummation of this
transaction does not result in the creation of any lien, charge or encumbrance
on any of the Acquired Assets.
9.17 CHANGE OF CORPORATE NAME. Seller will take any all
requisite steps necessary to change its corporate name as required under
Section 8 hereof and that all such requisite procedures to effectuate this
requirement will be completed no later than five (5) working days following the
Closing Date.
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<PAGE> 14
9.18 ASSUMED LIABILITIES CAP. Seller and Seller's
Shareholder shall be solely and exclusively responsible for any and all
obligations relating to Seller's ownership and operation of its business prior
to Closing which exceed the Assumed Liabilities Cap.
9.19 THE SOFTWARE. Once the current development for the
software is complete, the software will meet or exceed the specifications and
functionalities described and listed described on Exhibit O hereto.
9.20 DISCLAIMER. EXCEPT AS OTHERWISE SPECIFICALLY SET
FORTH IN THIS AGREEMENT, SELLER MAKES NO REPRESENTATIONS FOR WARRANTIES, EXPRSS
OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATION OR WARRANTY AS
TO THE CONDITION, VALUE, FITNESS FOR USE OR MERCHANTABILITY OF ANY OF THE
ACQUIRED ASSETS, OR THE VALUE, FINANCIAL CONDITION OR SPOSPECTS OF THE SELLER'S
BUSINESS. NO PERSON OR ENTITY IS AUTHORIZED TO MAKE ANY REPRESENTATION OR
WARRANTY ON BEHALF OF SELLER EXCEPT AS HEREIN CONTAINED, AND NO SUCH
UNAUTHORIZED REPRESENTATION, WARRANTY OR STATEMENT, IF MADE, MAY BE RELIED UPON
BY BUYER OR ANY OTHER PERSON OR ENTITY.
10. REPRESENTATIONS AND WARRANTIES OF BUYER. The Buyer hereby
represents and warrants to the Seller as follows:
10.1 CORPORATE EXISTENCE. The Buyer is a corporation duly
organized, validly existing and in good standing under the laws of the state of
Washington. The Buyer has all requisite corporate power and authority to enter
into this Agreement and to perform its obligations hereunder.
10.2 CORPORATE AUTHORITY. The execution, delivery and
performance of this Agreement and the Note by Buyer and the consummation by it
of the transactions contemplated hereby have been duly and effectively
authorized by all necessary corporate action. This Agreement and the Note,
upon its execution by Buyer and Seller, shall constitute a legal, valid and
binding obligation of Buyer, enforceable in accordance with its terms, except
as they may be limited by bankruptcy, insolvency, reorganization or other laws
affecting the enforcement of creditor's rights generally.
10.3 EFFECTIVE AGREEMENT. The execution, delivery and
performance of this Agreement and the Note by Buyer and the consummation by it
of the transactions contemplated herein do not require the consent, waiver or
approval of any person or public authority; do not violate in any material
respect any provision of law applicable to Buyer; do not result in a breach of
the Articles of Incorporation or Bylaws of Buyer and do not violate any other
restriction of any character which may be imposed upon Buyer.
10.4 FINDER'S FEE. Buyer is not a party to or in any way
obligated under any contract for the payment of any fees, commissions or
expenses of any broker or finder in
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connection with the origin, negotiations, execution or consummation of the
transaction contemplated herein.
11. CONDUCT OF THE BUSINESS PRIOR TO CLOSING. Until the Closing
Date, the Seller and Seller's Shareholder agree to do the following:
11.1 ORDINARY COURSE. The Seller will engage in
activities or transactions only in the ordinary course of its business, and use
its reasonable commercial best efforts to preserve its business including
preserving the goodwill of suppliers, customers and others having business
relations with the Seller;
11.2 COMPLIANCE. The Seller will not take any action
which will cause the Seller to be in violation in any of the representations or
warranties contained in Section 9 of this Agreement.
11.3 NORMAL USE. All equipment, buildings, offices, and
other personal or real property owned, leased or used by Seller or the Seller
will be kept and maintained in normal good operating condition and repair,
normal wear excepted.
11.4 INSURANCE. The Seller will maintain and enforce at
all times between the date of this Agreement and the Closing Date, insurance of
the type and character and in amounts heretofore carried by the Seller.
11.5 INVESTIGATION. The Seller will continue to afford
the Buyer and its agents full and free access to its business premises,
properties, books, tax returns and records in order that the Buyer may have
full opportunity to make such investigation as they shall desire of the
business affairs of the Seller upon reasonable notice during normal business
hours.
12. THIRD PARTY CONSENTS. On or before the date of Closing, the
Buyer shall use commercially reasonable efforts to obtain the consents of all
requisite third parties in order to effectuate the transaction contemplated
herein.
13. CONDITIONS TO SELLER'S OBLIGATION TO CLOSE. Unless waived in
writing by the Seller, the obligation of the Seller to sell the Acquired Assets
to the Buyer shall be subject to the following conditions precedent:
13.1 REPRESENTATIONS AND WARRANTIES TRUE. The
representations and warranties made by the Buyer shall be true and correct in
all material respects as of the Closing Date with the same force and effect as
if they had been made on and as of the Closing Date.
13.2 PERFORMANCE. The Buyer shall have performed and
complied with all agreements and conditions required by this Agreement to be
performed and complied with by the Buyer prior to or at the Closing.
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<PAGE> 16
14. CONDITIONS TO BUYER'S OBLIGATION TO CLOSE. Unless waived in
writing by the Buyer, the obligations of the Buyer to purchase the Acquired
Assets shall be subject to the following conditions precedent:
14.1 REPRESENTATIONS AND WARRANTIES TRUE. All the
representations and warranties of the Seller and the Seller's Shareholder
contained in this Agreement shall have been true and correct in all material
respects when made and shall be true and correct in all material respects on
and as of the Closing Date as if then made or given, except to the extent such
warranties and representations may have been affected by changes specifically
permitted by this Agreement.
14.2 PERFORMANCE. The Seller shall have performed and
complied with all agreements and conditions required by this Agreement to be
performed and complied with by Seller prior to or at the Closing.
14.3 NO MATERIAL ADVERSE CHANGE. During the period from
signing this Agreement to the Closing Date, there shall not have been any
material adverse change in the financial condition of the Seller, and the
Seller shall not have sustained any material loss or damage to the Acquired
Assets, whether or not insured, that affects its ability to conduct its
business.
14.4 TENDER. The Seller shall have delivered the Acquired
Assets to the Buyer, and all other actions required of Seller or the Seller's
Shareholder under this Agreement shall have been taken.
14.5 THIRD PARTY APPROVALS. Seller has obtained all
requisite third party consents to the sale and transfer of all the Acquired
Assets.
14.6 UCC TERMINATION STATEMENTS. Seller shall have
delivered to Buyer UCC-3 Termination Statements for all financing statements or
other liens covering the Acquired Assets, if any.
14.7 DELIVERY OF RECORDS. The Seller shall have delivered
accurate and complete copies of the following records and documents:
(i) all bills of sale, titles, assignments,
receipts, warranties and other documents evidencing title to or otherwise
effectuating the transfer of the ownership of all the Acquired Assets from
Seller to Buyer;
(ii) all invoices, orders, contracts and other
documentation relating, in any manner to the Acquired Assets or Assumed
Liabilities.
14.8 NO INJUNCTION. At Closing there shall be no
injunctions or restraining orders of any nature issued by any court of
competent jurisdiction or administrative body directing that this Agreement or
any material transaction contemplated hereby shall not be
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<PAGE> 17
consummated as provided for herein; there shall be no investigation, action or
other proceeding pending before any court or governmental authority or
threatened against Seller in connection with this Agreement or consummation of
this transaction contemplated herein; none of the parties hereto shall have
received from any governmental authority any notice, oral or written, of any
potential litigation, civil or criminal or administrative, against Seller for
violations alleged to arise out of the consummation of the transaction
contemplated hereby.
15. CLOSING. The closing of the transactions provided for in this
Agreement (the "Closing") shall take place at the offices of the Seller in St.
Petersburg, Florida, on October 3, 1997 at 1:30 p.m. Eastern Daylight Time, or
upon such later date and time upon which the parties may mutually agree to
close (the "Closing Date"). At the Closing, the down payment of the purchase
price shall be made, and the documents signed and delivered, including the
appropriate Exhibits or other agreements as are called for in this Agreement.
Unless specifically agreed to in writing, Seller will make available and
deliver to Buyer the Acquired Assets on the Closing Date.
The risk of loss to the property being sold hereunder shall be and
remain with the Seller until the Closing of the sale, at which time the risk of
loss to such property shall pass to the Buyer. The Seller shall be responsible
for the discharge of all of its obligations to employees employed by Seller
accrued to the Closing Date, including all salaries and wages, commissions,
sick pay and vacation pay obligations. The Buyer shall have no responsibility
to employ any of the Seller's employees or to make any payment to them whatever
for services rendered to the Seller.
16. TERMINATION. This Agreement may be terminated at, or any time
prior to, the Closing as follows:
(i) by mutual consent of the parties;
(ii) by the Buyer or the Seller, respectively, if upon the
Closing, any condition precedent to Closing set forth herein for the benefit of
the Buyer or the Seller, respectively, shall not have been timely met and the
condition is not satisfied within five (5) days from the date of written notice
from the party not in default of a condition precedent;
(iii) by the Buyer or the Seller if the Closing shall not
have occurred on or before October 15, 1997, or such later date as may have
been agreed upon by the parties and the party desiring to terminate is not
responsible for any delay in the Closing; or
(iv) by Buyer or Seller, respectively, if a representation
or warranty made herein for the benefit of the Buyer or Seller, respectively,
or in any certificate, exhibit, schedule or document furnished to Buyer or
Seller, respectively, pursuant to this Agreement, is untrue in any material
respect; or
(v) by Buyer or Seller if the other party shall have
defaulted in any material respect in the performance of any material
obligations of this Agreement.
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<PAGE> 18
Except for the treatment of the Earnest Money, as described below,
upon termination of this Agreement pursuant to subsections (i), (ii) or (iii),
no party shall have any liability or obligation hereunder, and each party shall
bear the expenses incurred by it. Termination under subsections (iv) or (v)
shall be without prejudice to any rights the non-defaulting party may have for
damages. If the Agreement is terminated pursuant to subsection (i) above or if
Buyer exercises it right to terminate the Agreement under sections (ii), (iii),
(iv), or (v) above, Seller shall return the Earnest Money to Buyer within three
(3) business days from the date of receipt of the notice of termination. If,
on the other hand, Seller terminates the Agreement under subsections (ii),
(iii), (iv), or (v) above, Seller shall retain the Earnest Money as liquidated
damages. In any case and regardless of the reason for the termination of this
Agreement, Seller shall return to amount of the Contractor Payments to Buyer
within three (3) days from the date of the notice of termination. All funds
not paid when due shall accrue interest at prime rate plus three percent (3%)
per annum.
17. INDEMNIFICATION.
17.1 INDEMNIFICATION BY SELLER AND SELLER'S SHAREHOLDER.
The Seller and Seller's Shareholder hereby agree to indemnify, defend and hold
harmless Buyer, from, against, and with respect to any claim, liability,
obligation, loss, damage, assessment, tax, judgment, action, suit, proceeding,
demand, cost or expense (including, without limitation, reasonable attorneys
fees and costs, and expenses reasonably incurred in investigating, preparing,
defending against or prosecuting any litigation or claim), of any kind or
character, arising out of or in any manner incident, relating or attributable
to any failure of Seller to perform or observe, or to have performed or
observed, in full, any covenant, agreement or condition to be performed or
observed by the Seller under this Agreement or under any certificate or other
document or agreement signed by Seller in connection with this Agreement, or
arising out of or in any manner incident, relating or attributable to the
breach of any representation or warranty by the Seller under this Agreement or
under any certificate or other document or agreement signed by Seller in
connection with this Agreement. The obligations contained in this paragraph
shall survive Closing.
17.2 INDEMNIFICATION BY BUYER. Buyer hereby agrees to
indemnify, defend and hold Seller and Seller's Shareholder harmless from,
against and with respect to any claim, liability, obligation, loss, damage,
assessment, tax, judgment, action, suit, proceeding or demand, cost or expense
(including, without limitation, reasonable attorneys fees and costs, and
expenses reasonably incurred in investigating, preparing, defending against or
prosecuting any litigation or claim), of any kind or character, arising out of
or attributable to any failure of Buyer to perform or observe, or to have
performed or observed, any covenant, agreement or condition of the Buyer under
this Agreement, or relating or attributable to the breach of any representation
or warranty by the Buyer under this Agreement or under any certificate or other
document or agreement
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<PAGE> 19
signed by Buyer in connection with this Agreement. The obligations contained
in this paragraph shall survive Closing.
17.3 NOTICE AND DEFENSE. In the case of any action or
claim brought by a third party against the Buyer, or the Seller, for an
indemnifiable claim, the party against whom the claim is brought must, as a
condition to enforceability of the other parties indemnity obligations
hereunder, give the party to whom the obligation to indemnify may accrue prompt
written notice of the action or claim and afford such party the opportunity to
direct and control the negotiations, defense and settlement of the action or
claim. The indemnifying party may elect within twenty (20) days after receipt
of such notice to contest the claim in such manner as it deems necessary or
advisable. If the indemnifying party elects to contest such claim, the
indemnified party shall have the right to appoint associate counsel in such
proceedings at its own expense. The indemnifying party shall not have the
right to settle an indemnifiable matter except with the consent of the
indemnified party. The indemnified party shall permit the indemnifying party
reasonable access to the books and records of the indemnified party and its
subsidiaries and shall otherwise cooperate with the indemnifying party in
connection with any matter or claim for indemnification. If the indemnifying
party does not elect to contest such claim, the indemnified party shall have
the exclusive right to prosecute, defend, compromise, settle or pay such claim
and receive indemnification therefor. If neither the indemnifying party nor
the indemnified party elect to contest the claim, then the indemnifying party
shall pay the amount of any indemnifiable claim within 30 days after receipt of
the notice of claim.
17.4 THIRD-PARTY INDEMNIFICATION. Each of Seller and
Buyer shall make a good faith attempt (which shall not be deemed to include an
obligation to commence any litigation) to seek indemnification from any third
parties, including insurers, who may be liable upon any claims made against
Seller or Buyer and for which the other party would be liable under this
Section. To the extent either party indemnifies the other party for claims
upon which third parties, including insurers, may be liable, the indemnified
party shall, to the extent permissible, subrogate to the indemnifying party its
rights with respect to such claims.
18. ASSIGNMENT OF COVENANT NOT TO COMPETE AND NON-DISCLOSURE
AGREEMENTS. The Seller and Seller's Shareholder hereby assign to the Buyer all
of Seller's rights under all contracts or instruments of any nature which
benefit Seller by providing for covenants not to compete and the non-disclosure
of Seller's confidential information; provided, no obligations (if any) of the
Seller under such instruments are, however, being assumed by virtue of this
paragraph.
19. COVENANT NOT TO COMPETE. As a further inducement to Buyer to
enter into this Agreement, Seller and Seller's Shareholder each covenant and
agree as follows:
19.1 CONFIDENTIALITY. Seller and Seller's Shareholder shall
hold in confidence, and shall not disclose any and all secret or confidential
information of Seller from the date of the execution of this Agreement, and
shall not use any such information after Closing without the prior written
consent of Buyer.
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<PAGE> 20
19.2 NON-COMPETITION. Seller, Seller's Shareholder and their
respective successors and affiliates shall not, either alone or in partnership
or in conjunction with any person, firm, association, syndication, company or
corporation as principal, agent, consultant, employee or shareholder, directly
or indirectly, or in any other manner engage in competition with Buyer for a
period of three (3) years from the Closing by providing or assisting others to
provide tee time reservation services, except as a part of a complete travel
product and not utilizing a competitive tee time reservation network. During
such three (3) year period, the parties named in this paragraph, shall not
directly or indirectly solicit or entice or in any way divert any customer or
strategic relationship of Buyer to do business with any entity in a manner
which impairs or competes with the conduct of Buyer's business.
19.3 EQUITABLE RELIEF. Seller and Seller's Shareholder
acknowledge the irreparable injury that will result to Buyer and its business
and properties if such parties should breach the covenants contained in this
Section 19 and understands that Buyer purchased the Acquired Assets in reliance
upon such covenants. Accordingly, if any of the parties listed in this Section
19 should breach such covenants, Buyer's remedies may include, in addition to
other available remedies and damages, injunctive relief enjoining breach of
such covenants without posting a bond.
The rights and obligations contained in this Section shall survive
Closing.
20. SETOFF. In addition to and not in lieu of any other rights it
may have pursuant to this Agreement and the Exhibits, Buyer shall have the
right, upon written notice to Seller, to withhold payment to Seller under the
Note for any and all losses, damages, costs, taxes and expenses, including
attorneys' fees (the "Losses") incurred by the Buyer by reason of a breach of
any of the representations, warranties or covenants of the Seller or Seller's
Shareholder made in this Agreement or in any exhibit hereto. Any such offset
shall be only for the amount of the Losses actually realized or estimated in
good faith by the Buyer, and the balance of the payment shall be paid to the
Seller.
21. GRANT OF STOCK. As an additional inducement for Buyer to
purchase the Acquired Assets, Buyer shall receive an option to purchase fifty
thousand (50,000) shares of Seller's Shareholder's common stock at an exercise
price of One Dollar ($1) per share, which shall be exercisable in accordance
with the other terms and conditions substantially in the form of that certain
Stock Option Agreement attached hereto as Exhibit N. Buyer agrees the Stock
Grant is contingent upon Closing taking place prior to October 30, 1997; unless
the delay in Closing is caused by Seller's failure to satisfy its conditions
precedent to Closing. Seller's Shareholder will sign and deliver the Stock
Option Agreement at Closing.
22. BULK SALES LAW. In lieu of compliance with the applicable
provisions of any bulk sales statute, if applicable, Seller and Seller's
Shareholder agree to hold harmless the Buyer from any and all liabilities
(including court costs and attorney's fees) in the event that any creditor or
other claimant shall make a claim of any kind against the Buyer or the Acquired
Assets or the proceeds thereof in the hands of the Buyer, other than with
respect to an obligation or liability of the Seller expressly assumed under
this Agreement by the Buyer.
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<PAGE> 21
23. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All
representations and warranties made hereunder and in any exhibits or
certificates delivered pursuant hereto shall be deemed to be material and to
have been relied upon by the Buyer and Seller, notwithstanding any
investigation heretofore or hereafter made by or on behalf of the Buyer or
Seller, and shall survive the Closing for a period of two (2) years.
24. BROKER'S COMMISSION. Each of the parties to this Agreement
represents to the other that it has not employed any broker in connection with
this matter, and that no parties hereto shall be liable for any brokerage fees
or similar commissions as may be claimed or incurred by the other, and each
party hereto shall hold the other party harmless from any such claims,
including costs and attorneys' fees, should it become necessary for such party
to defend an action for commissions based upon representations of the other
party.
25. NOTICES. To be effective, any notice hereunder shall be in
writing, delivered in person or mailed by certified or registered mail, postage
prepaid, to the appropriate party or parties at the addresses set forth below
their signatures hereto, or to such other address as the parties may
hereinafter designate.
26. ASSIGNMENTS. This Agreement shall not be assignable by any
party hereto, nor shall the performance of any of the duties hereunder be
delegable by any party hereto, without the written consent of all the other
parties, which consent shall not be unreasonably withheld. This Agreement
shall not be assignable by operation of law except with the consent of all
parties, which consent shall not be unreasonably withheld.
27. AMENDMENT AND/OR MODIFICATION. Neither this Agreement nor any
term or provision hereof may be changed, waived, discharged, amended or
modified orally, or in any manner other than by an instrument in writing signed
by all of the parties hereto.
28. BINDING EFFECT. Subject to provisions hereof regarding
assignment, if any, this Agreement shall be binding upon and inure to the
benefit of the respective parties, and their legal representatives, successors,
assigns and heirs.
29. INTERPRETATION AND FAIR CONSTRUCTION OF CONTRACT. This
Agreement has been reviewed and approved by each of the parties. In the event
it should be determined that any provision of this Agreement is uncertain or
ambiguous, the language in all parts of this Agreement shall be in all cases
construed as a whole according to its fair meaning and not strictly construed
for nor against either party.
30. DOCUMENTS. Each party to this Agreement shall perform any and
all acts and execute and deliver any and all documents as may be necessary and
proper under the circumstances in order to accomplish the intents and purposes
of this Agreement and to carry out its provisions.
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<PAGE> 22
31. COSTS AND ATTORNEYS' FEES. If any party hereto shall bring
any suit, arbitration or other action against another for relief, declaratory
or otherwise, arising out of this Agreement, the substantially prevailing party
shall have and recover against the other party, in addition to all costs and
disbursements, such sum as the Court or arbiter may determine to be a
reasonable attorney's fee.
32. WAIVER OF BREACH. The failure of any party hereto to insist
upon strict performance of any of the covenants and agreements herein
contained, or to exercise any option or right herein conferred, in any one or
more instances, shall not be construed to be a waiver or relinquishment of any
such option or right, or of any other covenants or agreements, but the same
shall be and remain in full force and effect.
33. SPECIFIC PERFORMANCE. If any party shall default in its
obligations under this Agreement, the parties each acknowledge that it would be
extremely difficult to measure the resulting damages. Accordingly, any
non-defaulting party, in addition to any other rights or remedies, shall be
entitled to restraint by injunction of a violation, or attempted or threatened
violation, of any condition or provision of this Agreement, or to a decree
specifically compelling performance of any such condition or provision. In
such event, all parties hereto each expressly waive their defense that a remedy
in damages or at law would be adequate.
34. ENTIRE AGREEMENT. This Agreement (and any attached exhibits)
contains the entire agreement and understanding of the parties with respect to
the entire subject matter hereof, and there are no representations,
inducements, promises or agreements, oral or otherwise, not embodied herein.
Any and all prior discussions, negotiations, commitments and understandings
relating thereto are merged herein, including any provisions of a letter of
intent. There are no conditions precedent to the effectiveness of this
Agreement other than as stated herein, and there are no related collateral
agreements existing between the parties that are not referenced herein.
35. LAW. This Agreement shall be governed by, construed and
enforced in accordance with the laws of the state of Washington.
36. EXPENSES. Subject to the Indemnification provisions above,
all costs and expenses incurred by either party in negotiating this Agreement
or in consummating the transactions contemplated hereby, except as provided
herein, shall be paid by the party incurring such expenses.
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<PAGE> 23
IN WITNESS WHEREO, the parties hereto have signed this Agreement
effective on the date first set forth above.
Seller: BUYER:
GUARANTEE TIME, INC. GUARANTEE TIME ACQUISITION, INC.
By: /s/ Russ Uhlmann By: /s/ Paul Pigott
------------------------ --------------------------
Russ Uhlmann, President Paul Pigott, President
Address: 100 Second Ave. S., Address: 1809 Seventh Avenue,
Suite 1000 Suite 411
St. Petersburg, FL 33701 Seattle, WA 98101
SELLER'S SHAREHOLDER:
TeleServices International Group, Inc.
/s/ Russ Uhlmann
- ----------------------------
[authorized signature]
Address:
100 Second Ave. S., Suite 1000
St. Petersburg, FL 33701
[Exhibits A-O have been omitted but shall be provided to the commission upon
request]
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