SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): November 22, 1996
ISO BLOCK PRODUCTS (USA), INC.
(Exact Name of Registrant as specified in its Charter)
Colorado
(State or other jurisdiction of incorporation)
0-25810 84-1026503
(Commission File Number) (IRS Employer Ident. Number)
8037 South Datura Street, Littleton, Colorado 80120
(Address of Principal Executive Offices, incl. Zip Code)
Registrant's telephone number, incl. area code: (303) 795-9729
(Former name or former address, if changed since last report)
<PAGE>
Item 5. Other Events.
Effective November 22, 1996, ISO Block Products (USA), Inc. (the
"Company") entered into a Settlement Agreement with Josef Ratey, an individual
("Ratey"), Helge Seidel, an individual ("Seidel"), and R-S Plus Investment
Corp., a Florida corporation ("R-S PLUS"). The Settlement Agreement provides for
the cancellation of certain shares issued pursuant to an Agreement and Plan of
Reorganization ("Exchange Agreement") dated March 28, 1994, among the Company,
R-S Iso-Block Produktions GmbH, a German limited liability company ("Iso-Block
GmbH"), Ratey, Seidel, and R-S Plus, in which the Company purchased from Ratey
and Seidel all of the equity interest in Iso-Block GmbH, and purchased from R-S
PLUS all of its right, title and interest in and to Iso-Block GmbH, including
all R-S PLUS property theretofore contributed to Iso-Block GmbH and all R-S
PLUS' rights to Iso-Block GmbH profits, in exchange for the issuance of an
aggregate of 2,000,000 shares of the Company's authorized but heretofore
unissued common stock, no par value (the "Exchange Shares").
The Exchange Shares were issued in the following proportions: 1,000,000
shares to R-S PLUS, 900,000 shares to Ratey, and 100,000 shares to Seidel, and a
total of 300,000 of the shares issued to R-S PLUS subsequently were transferred
to two individuals. In addition, Ratey, Seidel and R-S PLUS received options
pursuant to the Exchange Agreement for a two-year period to purchase an
aggregate of not more than 1,000,000 shares of the Company. Pursuant to the
Settlement Agreement, such options were cancelled and voided as if never issued.
Of the 2,000,000 Exchange Shares originally issued, an aggregate of
1,737,500 shares were cancelled and voided, as follows:
(i) all 100,000 of the Exchange Shares issued to Seidel pursuant to
the Exchange Agreement;
(ii) 650,000 shares (that is, all but 250,000) of the Exchange Shares
issued to Ratey pursuant to the Exchange Agreement; and
(iii)987,500 shares (that is, all but 12,500) of the 1,000,000
Exchange Shares issued to R-S PLUS pursuant to the Exchange
Agreement.
As of the date of this report, a total of 787,500 of the 1,737,500
cancellable shares have been physically cancelled. The 650,000 shares of Ratey
to be cancelled and the 300,000 shares transferred to two individuals have by
action of the Company's board of directors been cancelled and are reflected as
such on the Company's records of stock transfer and registry, but have not yet
been physically cancelled. The certificates evidencing these shares will be
physically cancelled when received by the Company.
The Settlement Agreement provided for the full settlement and release
of all existing claims, if any, and all potential claims of R-S PLUS, Ratey and
Seidel against the Company and against all persons now or formerly serving or
acting as officers, directors or employees of the Company or legal counsel,
accountants or other advisers or consultants to the Company. Upon the effective
date of the Agreement and the issuance of the options, neither R-S PLUS, Ratey
nor Seidel retained any further claim of any kind against the Company or the
enumerated persons.
The Settlement Agreement also provided for the issuance and delivery to
Ratey of options to purchase an aggregate of 240,000 shares of the common stock
of the Company at the price of Eighty Cents (US$0.80) per share, subject to
customary adjustments, for a period of two years from the effective date of the
Agreement (the "Settlement Options").
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
4.1 Common Stock Option (Josef Ratey) dated November 26, 1996.
10.1 Settlement Agreement dated November 19, 1996.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this Report on Form 8-K to be signed on its
behalf by the undersigned hereunto duly authorized.
DATED: November 26, 1996
ISO BLOCK PRODUCTS (USA), INC.
By: /s/ Egin Bresnig
--------------------
Egin Bresnig, President and CEO
<PAGE>
ISO BLOCK PRODUCTS USA, INC.
(Exact name of registrant as specified in its charter)
EXHIBIT INDEX
to
FORM 8-K
Dated November 22, 1996
The following exhibits either are filed as exhibits to this report on
Form 8-K, or have been incorporated by reference to another report or document
and are marked with the symbol "+". References in the list of exhibits to the
"Company" refer to Iso Block Products USA, Inc.
4.1 Common Stock Warrant (Josef Ratey) dated November 26, 1996 ........ *
10.1 Settlement Agreement dated November 19, 1996, among the
Company, Josef Ratey, Helge Seidel and R-S Plus Investment Corp. .. *
*Filed as part of this report.
ISO BLOCK PRODUCTS USA, INC.
Common
STOCK OPTION
THIS COMMON STOCK OPTION, dated as of November 19, 1996 (the "Date of
Grant"), is granted by ISO BLOCK PRODUCTS USA, INC., a Colorado corporation
("Company"), to JOSEF RATEY (the "Optionee"). WITNESSETH, that, in consideration
of the covenants and agreements herein contained, the parties hereto hereby
agree as follows:
1. Grant. The Company hereby grants to the Optionee an option (the
"Option") to purchase 240,000 shares of the Company's Common Stock, $.0001 par
value per share (the "Option Shares"), at the price of Eighty Cents (US$0.80)
per share (the "Purchase Price" or "Exercise Price"). The Purchase Price and
number of Option Shares purchasable hereunder is subject to adjustment in
accordance with Paragraph 8 hereof.
2. Term. The Option is exercisable in whole or from time to time in part
during the period beginning on November 19, 1996 and ending at 5:00 o'clock p.m.
(Eastern Time) on November 18, 1998.
3. Exercise of Option. During the Optionee's life, this Option may only
be exercised by him, her or it. This Option may only be exercised by
presentation at the principal offices of the Company in Littleton, Colorado, of
written notice to the Company's Secretary advising the Company of the Optionee's
election to purchase Option Shares, specifying the number of Option Shares being
purchased, accompanied by payment in full. No Option Shares shall be issued
until full payment is made therefor. Payment shall be made in cash, represented
by bank or cashier's check, certified check or money order.
4. Issuance of Option Shares; Restrictive Legend. (a) Upon proper
exercise of this Option, the Company shall mail or deliver to the Optionee, as
promptly as practicable, a stock certificate or certificates representing the
Option Shares purchased, subject to clause (b) below. The Company shall not be
required to sell or issue any shares under the Option if the issuance of such
shares shall constitute a violation of any applicable law or regulation or of
any requirements of any national securities exchange upon which the Company's
common stock may be listed.
(b) Upon any exercise of this Option, if a registration statement under
the Securities Act of 1933 (the "Act") is not in effect with respect to the
Option Shares, then the Company shall not be required to issue any Option Shares
unless the Company has received evidence reasonably satisfactory to it to the
effect that the Optionee is acquiring such shares for investment and not with a
view to the distribution thereof or is acquiring such shares in reliance upon
Regulation S (consisting of Rules 901 through 904 under the Act) and that the
conditions of Regulation S have been satisfied as to each exercise of this
Option. Any reasonable determination in this connection by the Company shall be
final, binding and conclusive.
(c) Unless and until removed as provided below, each certificate
evidencing unregistered Option Shares shall bear either a customary form of
investment legend (if in regard to shares purchased other than in reliance upon
Regulation S) or shall bear an appropriate form of legend if in regard to shares
purchased in reliance upon Regulation S under the Act.
The Company shall issue a new certificate which does not contain such
legend if (i) the shares represented by such certificate are sold pursuant to,
or the shares into which the Option Shares later are converted are covered by, a
registration statement (including a current prospectus) which has become
effective under the Act, or (ii) the staff of the Securities and Exchange
Commission shall have issued a "no action" letter, reasonably satisfactory to
the Company's counsel, to the effect that such shares may be freely sold and
thereafter traded publicly without registration under the Act, or (iii) the
Company's counsel, or other counsel acceptable to the Company, shall have
rendered an opinion satisfactory to the Company to the effect that such shares
may be freely sold and thereafter publicly traded without registration under the
Act.
Company's Authenticating Initials:_____________________
Page 1 of 4
<PAGE>
5. Transfer of Option Shares. Option Shares issued upon exercise of
this Option which have not been registered under the Act shall be transferable
by a holder thereof only upon compliance with the conditions in this Paragraph.
Before making any transfer of Option Shares, the holder of the shares shall give
written notice to the Company of the holder's intention to make the transfer,
describing the manner and circumstances of the transfer. If in the opinion of
the Company's counsel, or of other counsel acceptable to the Company, the
proposed transfer may be effected without registration under the Act, the
Company shall so notify the holder and the holder shall be entitled to transfer
such shares as described in the holder's notice to the Company. If such counsel
opines that the transfer may not be made without registration under the Act,
then the Company shall so notify the holder, in which event the holder shall not
be entitled to transfer the shares until (i) the Company notifies the holder
that it is permissible to proceed with the transfer, or (ii) registration of the
shares under the Act has become effective. The Company may issue "stop transfer"
instructions to its transfer agent with respect to any or all of the Option
Shares as it deems necessary to prevent any violation of the Act.
6. Transfer or Encumbrance of this Option Prohibited. This Option may
not be transferred or assigned in any manner by the Optionee, without the
Company's prior consent. However, if Optionee is a natural person, the foregoing
sentence notwithstanding, this Option shall be transferable by will or trust
upon the Optionee's death or by operation of law under the laws of descent and
distribution, or pursuant to any divorce or domestic relations order. The same
restriction on transfer or assignment shall apply to any heirs, devisees,
beneficiaries or other persons acquiring this Option or an interest herein under
such an instrument or by operation of law. Further, this Option shall not be
pledged, hypothecated or otherwise encumbered, by operation of law or otherwise,
nor shall it be subject to execution, attachment or similar process.
7. No Rights as Stockholder. The Optionee shall have no rights as a
stockholder with respect to Option Shares until the date of issuance of a stock
certificate for such shares. No adjustment for dividends, or otherwise, shall be
made if the record date therefor is prior to the date of exercise of such
Option.
8. Changes in the Company's Capital Structure. The existence of this Option
shall not limit or affect in any way the right or power of the Company or its
shareholders to make or authorize any or all adjustments, recapitalizations,
reorganizations or other changes in the Company's capital structure or its
business, or any merger or consolidation of the Company, or any issue of bonds,
debentures, preferred or prior preference stock ahead of or affecting the Option
Shares or the rights thereof, or the dissolution or liquidation of the Company,
or any sale or transfer of all or any part of its assets or business, or any
other corporate act or proceeding, whether of a similar character or otherwise.
However,
(a) If, prior to the Company's delivery of all the Option Shares
subject to this Option, the Company shall effect a subdivision (split) or
combination (reverse split) of shares or other capital readjustment, or other
increase or reduction of the number of shares of outstanding of the same class
as the Option Shares, without receiving compensation therefor in money, services
or property, then (i) in the event of an increase in the number of such shares
outstanding, the Purchase Price shall be proportionately reduced and the number
of Option Shares then still purchasable shall be proportionately increased; and
(ii) in the event of a reduction in the number of such shares outstanding, the
Purchase Price payable per share shall be proportionately increased and the
number of Option Shares then still purchasable shall be proportionately reduced.
(d) Except as hereinbefore expressly provided, the issue by the Company
of shares of stock of any class, or securities convertible into shares of stock
of any class, for cash or property, or for labor or services either upon direct
sale or upon the exercise of rights or warrants to subscribe therefor, or upon
conversion of shares or obligations of the Company convertible into such shares
or other securities, shall not affect, and no adjustment by reason thereof shall
be made with respect to, the Purchase Price or the number of Option Shares then
subject to this Option.
Company's Authenticating Initials:_____________________
Page 2 of 4
<PAGE>
9. Withholding Taxes. Pursuant to applicable federal and state laws,
the Company may be required to collect withholding taxes upon any exercise of
this Option. The Company may require, as a condition to any exercise of this
Option, that the Optionee concurrently pay to the Company the entire amount or a
portion of any taxes which the Company is required to withhold by reason of such
exercise, in such amount as the Board of Directors in its discretion may
determine. In lieu of part or all of any such payment, the Optionee may elect,
with the consent of the Board of Directors, to have the Company withhold from
the Option Shares to be issued upon exercise of this Option that number of
shares having a fair market value equal to the amount which the Company is
required to withhold.
10. Notices, etc. Any notice hereunder by the Optionee shall be given
to the Company in writing, and such notice and any payment by the Optionee
hereunder shall be deemed duly given or made only upon receipt thereof at the
Company's office at 8037 South Datura Street, Littleton, Colorado 80120, or at
such other address as the Company may designate by notice to the Optionee. Any
notice or other communication to the Optionee hereunder shall be in writing and
shall be deemed duly given or made if mailed or delivered to the Optionee at the
last address as the Optionee may have on file with the Company's Secretary. This
Option shall be governed under and construed in accordance with the laws of the
State of Colorado. This address shall be binding on the Company and the Optionee
and all successors, assigns, heirs, devisees and personal representatives
thereof.
NOTE: This Common Stock purchase option must match the control copy
maintained by the Company in every particular.
IN WITNESS WHEREOF, the Company has duly authorized and executed this
Stock Option as of the date first above written.
ISO BLOCK PRODUCTS USA, INC.
By: /s/ Egin Bresnig
--------------------
Egin Bresnig
ATTEST:
By: /s/ Dean Wicker
- -------------------
Dean Wicker, Secretary
(SEAL)
Company's Authenticating Initials:_____________________
Page 3 of 4
<PAGE>
EXERCISE FORM
Common
STOCK OPTION
I or we, the undersigned holder of this Common Stock Option of Iso
Block Productions USA, Inc. ("Company"), hereby elect to exercise the right to
purchase _______________________ shares of the Common Stock subject to the
foregoing option at the price of US$0.80 per share. Payment for the shares in
the amount of US$______________ accompanies this Exercise Form in the form of
money order, bank or cashier's check, or has been made by wire transfer to the
Company's accounts.
Request is made that certificates evidencing the shares being purchased
hereby be issued in the name and sent to the address provided below, and, if the
number of shares being purchased is less than all of the shares which may be
purchased upon exercise of the foregoing option, that a new option of like tenor
for the balance of the shares not being purchased upon exercise hereof be
delivered to the undersigned at the address below.
Name
Address
Postal Code
I acknowledge and agree that the certificate evidencing the shares
purchased hereunder will bear an appropriate investment or other legend
restricting the transfer of such shares except upon registration of those shares
under the U.S. Securities Act of 1933, as amended, or pursuant to an available
exemption from such registration requirements.
DATED:___________________, 19_____
X...,,,,,,..............................
Signature of Option Holder
NOTE: This option may only be exercised by the registered holder, unless the
Company has consented to assignment of this Option or the exercising
party demonstrates that he, she or it is the legal successor to the
registered holder.
Company's Authenticating Initials:_____________________
Page 4 of 4
SETTLEMENT AGREEMENT
among
ISO BLOCK PRODUCTS (USA), INC.,
R-S PLUS INVESTMENT CORP.,
JOSEF RATEY, an Individual
and
HELGE SEIDEL, an Individual
This Settlement Agreement is entered into effective as of November 19,
1996, between ISO BLOCK PRODUCTS (USA), INC., a Colorado corporation ("ISO
BLOCK"); JOSEF RATEY, individually ("Ratey"); HELGE SEIDEL, individually
("Seidel"); and R-S PLUS INVESTMENT CORP., a Florida corporation, ("R-S PLUS").
R E C I T A L S :
On March 28, 1994, the Company entered into an Agreement and Plan of
Reorganization ("Exchange Agreement") with R-S Iso-Block Produktions GmbH, a
German limited liability company ("Iso-Block GmbH"), Josef Ratey, an individual,
Helge Seidel, an individual, and R-S Plus Investment Corp., a Florida
corporation ("R-S PLUS"). Pursuant to the Exchange Agreement, on March 31, 1994
the Company purchased from Ratey and Seidel all of the equity interest in
Iso-Block GmbH, and purchased from R-S PLUS all of its right, title and interest
in and to Iso-Block GmbH, including all R-S PLUS property theretofore
contributed to Iso-Block GmbH and all R-S PLUS' rights to Iso-Block GmbH
profits, in exchange for the issuance of an aggregate of 2,000,000 shares of the
Company's authorized but heretofore unissued common stock, no par value (the
"Exchange Shares"). The Exchange Shares were issued in the following
proportions: 1,000,000 shares to R-S PLUS, 900,000 shares to Ratey, and 100,000
shares to Seidel. In addition, Ratey, Seidel and R-S PLUS received options for a
two-year period to purchase an aggregate of not more than 1,000,000 shares of
the Company at a nominal price in order to prevent their aggregate equity
interest in ISO-BLOCK from being diluted below 57% of the ownership of
ISO-BLOCK's common stock.
The parties, wishing now to enter into this Settlement Agreement and to
cancel the issuance of the Exchange Shares, have designed this Agreement to
settle their respective differences and pretermit potential litigation among
them.
NOW, THEREFORE, in consideration of the mutual representations,
warranties and covenants set forth below, the parties agree that:
1. Settlement. On the terms and subject to the conditions of this
Agreement, R-S PLUS, Ratey and Seidel each hereby agree to irrevocably and
forever settle, forgive and discharge all their existing and potential claims
against ISO-BLOCK, against all persons now or formerly serving or acting as
officers, directors or employees of ISO-BLOCK or legal counsel, accountants or
other advisers or consultants to ISO-BLOCK, both known and unknown, effective
upon all parties having signed this Agreement. The parties agree that this
Agreement shall pretermit the need for litigation and litigation expenses in
relation to any action or lawsuit by ISO-BLOCK against the other parties or vice
versa. All parties acknowledge the sufficiency of the consideration respectively
realized by them pursuant to this Agreement.
2. Issuance of Options to Ratey; Settlement Shares. (a) In full
settlement of all existing claims, if any, and all potential claims of R-S PLUS,
Ratey and Seidel against ISO-BLOCK, Ratey shall be allowed to keep and not
cancel an aggregate of 250,000 of the Exchange Shares issued to Ratey pursuant
to the Exchange Agreement (herein referred to as the "Settlement Shares"), and
ISO-BLOCK shall issue and deliver to Ratey options to purchase an aggregate of
240,000 shares of the common stock of ISO-BLOCK at the price of Eighty Cents
(US$0.80) per share, subject to customary adjustments, for a period of two years
from the effective date of this Agreement (the "Settlement Options").
ISO-BLOCK_________ R-S PLUS__________ Ratey_________ Seidel _________
Page 1
<PAGE>
A certificate evidencing the Settlement Shares will be issued only after Ratey
has returned to ISO-BLOCK the certificate evidencing the 900,000 Exchange Shares
originally issued to Ratey. All or any part of such shares or options may be
conveyed by Ratey to other parties to this Agreement or, subject to the
restrictions below, to third persons, as he sees fit. Upon the effective date of
this Agreement and the issuance of these options, neither R-S PLUS, Ratey nor
Seidel shall have any further claim of any kind against ISO-BLOCK.
(b) Ratey acknowledges and agrees that the Settlement Shares and the
shares purchasable upon exercise of the Settlement Options have not been
registered under the Securities Act of 1933, as amended ("Act"), in reliance
upon exemptions from registration provided by Section 4(2) of the Act, on the
grounds that the issuance of such shares does not involve any public offering.
Ratey acquired the Settlement Shares and will acquire any shares upon exercise
of the Settlement Options for his own account, with no present intent to resell
or make a distribution of all or any portion thereof except to R-S PLUS or
Seidel. Ratey acknowledges that all such shares are "restricted securities," as
that term is defined in Rule 144 of the General Rules and Regulations of the
Securities and Exchange Commission ("SEC") under the Act and understands that
such shares must be held indefinitely, unless they are subsequently registered
under the Act or an exemption from such registration requirements is available
for their resale. Ratey understands and agrees that the prior written consent of
ISO-BLOCK will be necessary for any transfer of any or all of such shares,
unless and until the shares have been duly registered under the Act or the
transfer is made in accordance with Rule 144 under the Act. Any transferee of
Ratey's to whom Settlement Shares or Settlement Options are issued may be
required to execute an investment letter satisfactory to ISO-BLOCK prior to
ISO-BLOCK's transfer of the shares or options.
(c) Ratey acknowledges and agrees that, unless and until the legend is
removed in accordance with law, any and all certificates which issued evidencing
the Settlement Shares or shares obtained upon exercise of the Settlement Options
shall contain a customary form of investment legend in substantially the
following form:
"The shares represented by this Certificate have not been
registered under the Securities Act of 1933, as amended (the "Act"),
and are "restricted securities" as that term is defined in Rule 144
under the Act. These shares may not be offered for sale, sold or
otherwise transferred except pursuant to an effective registration
statement under the Act, or pursuant to an exemption from registration
under the Act, the availability of which must be established to the
satisfaction of the Company's counsel."
3. Cancellation of Certain of the Exchange Shares and Certain Options.
The parties acknowledge and agree that ISO-BLOCK has returned to the original
makers several of the Deutsche Grundschulden acquired by ISO- BLOCK pursuant to
the Exchange Agreement and all amendments thereto, which act would require in
any event adjustment in the number of Exchange Shares properly issuable under
the Exchange Agreement. The shares described in this paragraph, which
constituted most of the 2,000,000 "Exchange Shares" issued to R-S PLUS, Ratey
and Seidel, shall be cancelled and voided as if never issued, such cancellation
to be effective upon all parties having signed this Agreement, irrespective of
when the original stock certificates are received by ISO-BLOCK and physically
marked as cancelled:
(i) All 100,000 of the Exchange Shares issued to Seidel pursuant to
the Exchange Agreement;
(ii) 650,000 shares (that is, all but 250,000) of the Exchange Shares
issued to Ratey pursuant to the Exchange Agreement; and
(iii)987,500 shares (that is, all but 12,500) of the 1,000,000
Exchange Shares issued to R-S PLUS pursuant to the Exchange
Agreement, which includes 200,000 of such shares subsequently
transferred to Arnold Stolle and 100,000 of such shares
subsequently transferred to Jan ter Stege.
Pursuant to Section 1.06 of the Exchange Agreement, R-S PLUS, Ratey and
Seidel were issued options to purchase an aggregate of 1,000,000 shares of the
authorized but unissued shares of ISO-BLOCK in order to prevent dilution. All of
such options shall be cancelled and voided as if never issued, such cancellation
to be effective upon all parties having signed this Agreement, irrespective of
when the original option certificates are received by ISO-BLOCK and physically
marked as cancelled. All other options and similar rights, if any, heretofore
issued to R-S PLUS, Ratey and Seidel shall be cancelled as if never issued, for
no additional consideration other than as set forth in this Agreement.
ISO-BLOCK_________ R-S PLUS__________ Ratey_________ Seidel _________
Page 2
<PAGE>
4. Deliveries and Conditions Precedent. On the terms and subject to the
conditions of this Agreement, the parties each agree to do and deliver the
following things:
(a) ISO-BLOCK shall promptly arrange for three certificates evidencing
the Settlement Shares (100,000, 100,000 and 50,000) and the option evidencing
the Settlement Options to be issued and delivered to Ratey.
(b) Ratey shall return to ISO-BLOCK the certificate evidencing the
900,000 shares required by Section 3 hereof to be cancelled. His failure to do
so shall entitle ISO-BLOCK to unilaterally cancel and rescind the Settlement
Options. Ratey may not transfer any or all of the Settlement Shares or
Settlement Options until the certificate evidencing such 900,000 shares has been
returned to ISO-BLOCK and a new certificate issued evidencing the Settlement
Shares.
(c) Seidel shall return to ISO-BLOCK the certificate evidencing the
100,000 shares required by Section 3 hereof to be cancelled.
(d) R-S PLUS shall return to ISO-BLOCK the certificates evidencing the
987,500 shares required by Section 3 hereof to be cancelled, ISO-BLOCK
acknowledging the receipt of certificate number 1541 evidencing 687,500 shares
issued in the name of R-S PLUS.
(e) Ratey shall resign from ISO-BLOCK's board of directors.
5. Miscellaneous. All of the undersigned parties have the unconditional
right, power and authority to execute, consummate and perform this Agreement.
Upon due execution, this Agreement shall be valid and binding upon the parties
and their respective successors, enforceable in accordance with its terms,
except as enforceability may be limited by applicable federal or state laws.
This Agreement may be executed in counterparts, at different times and places,
all of which shall constitute one and the same instrument. This Agreement shall
be governed by and interpreted under Colorado law, and shall be construed as if
all parties hereto participated equally in its preparation and drafting. Any
dispute arising hereunder shall be settled by arbitration in Denver, Colorado,
in accordance with the rules of the American Arbitration Association; and
parties to such an arbitration proceeding shall pay their own respective legal
fees and other costs. Notwithstanding any other language of this Agreement, this
Agreement shall be effective among ISO- BLOCK, Ratey and R-S Plus even if Seidel
fails for any reason to sign this Agreement.
IN WITNESS WHEREOF, the undersigned parties have executed this
Agreement and Plan of Reorganization and initialled every preceding page hereof,
effective as of the date first above written.
ISO BLOCK PRODUCTS (USA), INC. R-S PLUS INVESTMENT CORP.
By /s/ Egin Bresnig By /s/ Josef Ratey
- ------------------- ------------------
Egin Bresnig, Chief Executive Officer Josef Ratey, President
JOSEF RATEY, Individually HELGE SEIDEL, Individually
By /s/ Josef Ratey By /s/ Helge Seidel
- ------------------ -------------------
Josef Ratey Helge Seidel
ISO-BLOCK_________ R-S PLUS__________ Ratey_________ Seidel _________
Page 3
<PAGE>
NOTARIAL ACKNOWLEDGEMENT BY PARTIES
STATE OF COLORADO )
) ss.
COUNTY OF DENVER )
I HEREBY CERTIFY that before me, the undersigned Notary Public, duly
commissioned and qualified in and for the jurisdiction aforesaid, personally
came and appeared Egin Bresnig, the chief executive officer of Iso Block
Products (USA), Inc., and Josef Ratey, both individually and as President of R-S
Plus Investment Corp., all being persons known to me and each of whom, after
being duly sworn, did depose and say that he executed the foregoing Settlement
Agreement as his own free act and deed.
By /s/ John D. Brasher
----------------------
NOTARY PUBLIC
(SEAL) My Commission Expires:
ISO-BLOCK_________ R-S PLUS__________ Ratey_________ Seidel _________
Page 4
