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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
----------------------
FORM 8-K
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
June 12, 1996
GREENLAND CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEVADA
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)
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<S> <C>
017833 87-0439051
(COMMISSION FILE NUMBER) (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
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4180 LA JOLLA VILLAGE DRIVE
SUITE 315
LA JOLLA, CA 92037
(ADDRESS AND ZIP CODE OF PRINCIPAL EXECUTIVE OFFICES)
(619) 458-4226
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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ITEM 2. DISPOSITION OF ARIEL SYSTEMS, INC. ASSETS
Effective December 29, 1995, Greenland Corporation ("Greenland" or the
"Company") acquired the assets, subject to certain liabilities, of Integrated
Communications Access Network, Inc. ("Integrated"), which included 80% of the
equity of Ariel Systems, Inc. ("Ariel"). Ariel was operated by Greenland as a
subsidiary involved in the research and development of technology related to
automated meter reading ("AMR"). Integrated had acquired its shares of Ariel
through an Exchange Agreement, dated June 9, 1995 and amended on December 1,
1995 ("Exchange Agreement I").
Greenland and Ariel entered into a new Exchange Agreement, dated May 1, 1996,
executed on June 4, 1996, ("Exchange Agreement II") by which the terms of
Exchange Agreement I were changed. Exchange Agreement II provides for the
transfer of the AMR technology to Greenland, including the assignment of
associated patents applied for by Ariel engineers to Greenland. The terms also
provide that Ariel not compete with Greenland related to such AMR technology
for a period of three (3) years. Greenland licensed to Ariel the base AMR
technology for use in non-AMR applications.
In exchange for the technology, Greenland returned 75% of Ariel equity to Ariel
shareholders.
Additionally pursuant to Exchange Agreement II, the Company entered into a
consulting agreement with Ariel for a period of three (3) years under which
Greenland will pay certain monthly fees for engineering services and facilities
and equipment use. However, key engineering personnel originally employed by
Ariel were hired by Greenland.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements.
(a4) Greenland, on its financial reports on form 10-KSB and 10-QSB, has not
listed any Ariel assets on its Consolidated Balance Sheets, nor has
there been, to date, any income from Ariel included on Greenland's
Consolidated Statements of Operations. Consequently, Exchange
Agreement II will have no material effect on the financial statements of
the Company. Greenland will file its next financial statements at the
end of the quarter ending June 30, 1996 on Form 10-QSB.
(c) Exhibits.
(c1) Exchange Agreement, dated June 9, 1995, between Ariel Systems, Inc. and
Integrated Communications Access Network, Inc.
(c2) Amendment to Exchange Agreement, dated June 9, 1995, between Ariel
Systems, Inc. and Integrated Communications Access Network, Inc., dated
December 1, 1995.
(c3) Exchange Agreement II, dated May 1, 1996, between Ariel Systems, Inc.
and Greenland Corporation.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
GREENLAND CORPORATION
By:
Kevin Smith
Chairman and Chief Executive Officer
June 12, 1996
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.
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SIGNATURE TITLE DATE
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<S> <C> <C>
Kevin Smith Chairman of the Board of Directors
and Chief Executive Officer June 12, 1996
Eric W. Gaer President and Chief Operating
Officer June 12, 1996
Michael H. deDomenico Secretary and Chief Financial Officer June 12, 1996
</TABLE>
<PAGE>
GREENLAND CORPORATION
EXHIBIT C1
EXCHANGE AGREEMENT
JUNE 9, 1995
EXCHANGE OF SHARES OF ARIEL SYSTEMS, INC. FOR SHARES OF
INTEGRATED COMMUNICATIONS ACCESS NETWORK INCORPORATED
THIS DOCUMENT represents an Agreement, dated as of this 9th day of June
1995, by and between Integrated Communications Access Network, Inc., a Nevada
corporation with offices at 4660 La Jolla Village Drive, Suite 640, San Diego,
CA 92122 (hereinafter "Buyer" and "ICAN"), and Ariel Systems, Inc., a
California corporation with offices at 2420 Grand Avenue, Suite H, Vista, CA
92083 (hereinafter "Seller" and "ASI"), both of whom are hereinafter jointly
referred to as the "Parties."
WITNESSETH
WHEREAS, the Seller and its shareholders are now the sole and exclusive
owner of approximately 100% of all of the issued and outstanding shares of ASI
and
WHEREAS, Seller and its shareholders desire to transfer 80% of all of the
issued and outstanding stock of ASI to the Buyer, and the Buyer desires to
accept such shares in exchange for the transfer to Seller and its shareholders
of unregistered voting common stock of the Buyer,
NOW, THEREFORE, in consideration for the mutual promises, covenants, terms,
and conditions contained herein, the parties hereby agree as follows:
1. EXCHANGE OF SHARES.
Subject to the terms and conditions set forth herein, the Seller hereby
exchanges and transfers to the Buyer 80% of the common stock of ASI from ASI's
shareholders in exchange for 750,000 shares (representing 4.7% of the currently
issued and outstanding shares) of ICAN restricted common stock to be issued to
ASI's shareholders in a non-taxable, shares for shares exchange.
1.1 PLAN OF EXCHANGE.
It is the agreement and intention of the parties hereto that the Seller's shares
shall be exchanged for the Buyer's shares, in the number described hereinabove,
pursuant to a tax free exchange of stock in accordance with Section 1031, et
seq., of the Internal Revenue Code, as amended. Such Buyer's shares to be
deemed unregistered securities as defined by Rule 144 promulgated under the
Securities Act of 1933, as amended.
1.2 DELIVERY OF SHARES.
Upon the closing of this Agreement, Seller shall deliver to Buyer 80% of the
total issued and outstanding stock of ASI, so as to make Buyer the sole holder
thereof, free and clear of all claims and encumbrances, and Buyer shall deliver
to the Seller the Buyer's shares (or the irrevocable instructions to Buyer's
transfer agent to issue such shares to Seller) said Buyer's shares to be issued
with appropriate restrictions on transfer noted thereon.
1.3 SHAREHOLDERS.
Attached a Exhibit A is a list of shareholders of ASI, which list sets forth the
following: name and address of the shareholder, number of ASI shares held,
percentage of ASI shares held, number of ICAN shares to be exchanges and
percentage of ICAN shares to be held. This Exhibit A is incorporated herein by
this reference and reflects the individual exchanges to be made to accomplish
<PAGE>
the exchange of 80% of ASI stock for 750,000 shares (4.7% of total outstanding)
of ICAN stock.
1.4 PIGGY-BACK RIGHTS
The ICAN shares exchanged herein are unregistered, restricted shares, which are
not freely transferable. ASI holders, including principals, are hereby granted a
one-time piggyback registration right to register any or all of their shares in
conjunction with any ICAN registration statement, but only subsequent to ICAN's
initial public offering ("IPO"). ICAN intends to consummate its IPO later in
1995 and, upon successful completion, intends to register a subsequent offering
in 1996, under which piggyback rights would be available.
1.5 FURTHER STOCK ISSUANCES.
With the execution of this Exchange Agreement, ASI agrees not to authorize or
issue any additional stock of whatever kind without prior ICAN approval. ASI
acknowledges that ICAN will issue additional shares of its stock in the normal
course of business, including but not limited to acquisitions, joint ventures,
and additional financing. The parties acknowledge the mutual dilution of
position that such future issuances will cause.
2. CAPITALIZATION.
ICAN agrees to capitalize ASI operations in a minimum amount of $1,800,000 up
to a maximum amount of $3,000,000. These funds will be provided over a twenty-
four month period and will be tied to proceeds received by ICAN from its Rule
506 Private Placement offering and its subsequent IPO. The schedules for these
disbursements and the used for which they will be expended is set forth in
Exhibit B, which is incorporated by this reference. Such funds shall be repaid
to ICAN out of profits generated from sales with simple interest accrued at the
rate of 6% per annum, payable beginning six months after positive cash flow has
been achieved, interest only for two years, and thereafter principal and
interest over a period of five years.
3. EMPLOYMENT AGREEMENTS AND PERFORMANCE AWARDS.
ASI management will receive long-term, five year exclusive management contracts
with ICAN and five year employment agreements with ASI to manage and operate ASI
as an ICAN subsidiary. Attached hereto and incorporated herein is Exhibit C,
which sets forth the following: name, address, office and function of ASI
management covered hereunder; base salary; performance awards in the form of
stock options, bonuses or warrants for each individual; ASI operating results
necessary to earn the performance awards and the time frames for such
performance; and a standard for employment agreement setting forth the other
terms and conditions of the employment. The standard form agreements will be
tailored to reflect each individual manager's salary and performance awards and
may be executed after execution of this Agreement, but, in any event, no longer
than thirty days subsequent. The performance awards will further be defined by
the ASI Performance Schedule, which is attached as Exhibit D to this Agreement.
3.1 YOUR STAFF, INC.
To conform to legal requirements, ASI personnel, including management, shall be
leased to ASI by Your Staff, Inc., providing for complete human resources
services and employee benefits under a separate agreement to that effect signed
between ASI and Your Staff, Inc.
4. BOARD OF DIRECTORS.
ICAN principals or appointees shall occupy a majority of the seats of the Board
of Directors of ASI. e.g., if there are 5 seats, ICAN shall occupy 3.
5. PUBLIC STOCK OFFERING.
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In the third year after the acquisition, ICAN agrees to "spin off" ASI as a
separate public company. ICAN shall sell shares from its 80% holding of ASI in
an initial public offering of ASI stock. ASI management shall receive 15-year
warrants and/or options for ASI stock. Such warrants and/or options shall be
provided in an amount that shall have the effect of diluting ICAN's holdings to
an amount equal with ASI management after the public sale of ASI stock has been
completed. Issuance of such warrants and/or options shall be quantified and
completed within thirty days of the signing of this Agreement.
6. PERFORMANCE SCHEDULE.
ASI shall perform in accordance with the following schedule in two phases, the
details of which are set forth in Exhibit D incorporated herein:
6.1 PHASE I - PRODUCT DEVELOPMENT.
ASI shall complete engineering of, file for patents upon, and otherwise perfect
a workable, commercially feasible RF meter reading device. The device, upon
completion, will be owned by ASI. ASI will produce (1) specifications and
description of the RF meter reading device; (2) development milestones,
including definitional engineering standards and achievements and related time
frames for said development; and (3) definition and standard for "commercially
feasible."
6.2 PHASE II - SALES AND MARKETING,
Upon successful completion of Phase I (perfecting a commercially feasible
device), ASI will produce or have produced the devices and market and sell it
globally.
7. NON-PERFORMANCE.
In the event of ASI's failure to complete the RF meter reading device in
accordance with Exhibit D, or in the event of ICAN's failure to provide the
funding called for in the Agreement and to be invested according to the Exhibit
B "Capital Distribution/Use of Proceeds," the parties shall unwind the
acquisition and return all shares issued. ASI shall thereupon sign a note to
repay any funds invested by ICAN according to the terms outlined in Item 2
hereinabove, with interest accrued from the dates of the investment until
repayment has been made. ASI's non-compliance related only to Phase I described
in Item 6.1 hereinabove. No representations or guarantees of sales or profitable
operations are made. Written notice of a default must be given to be effective.
A defaulting party shall have thirty days to cure the default without prejudice
to this Agreement.
8. REPRESENTATIONS.
Seller hereby represents and warrants that, with respect to its personal
property and business operations, the representations listed below are true and
correct as of the date hereof and the Closing Date (as hereinafter defined):
8.1.1 ASI is a corporation duly organized and existing by virtue of the laws
of the State of California, USA.
8.1.2 Seller has an authorized capitalization of 50,000,000 shares of common
stock, of which 9,375,000 shares are currently issued and outstanding.
8.1.3 The operations of ASI are validly licensed, organized, and existing in
good standing with all State and Federal appropriate regulatory agencies, and
Seller has taken all requisite corporate actions required under the Certificates
of Incorporation and the By-Laws of ASI and its subsidiaries, and the laws of
the States of their incorporation, to the extent necessary to enter into this
Agreement and to carry out the terms and conditions to be performed by Seller.
<PAGE>
8.1.4 Seller represents that it is under no impediment or constraint, legal
or otherwise, which would prevent it from entering into this Agreement and
performing the exchange transaction described herein; and further represents
that it has taken any and all corporate action required under its Certificate
of Incorporation, By-Laws, and the laws of the State of incorporation, to the
extent necessary for the performance by Seller of the promises and covenants
contained herein.
8.1.5 The personal property(ies) of ASI are without mortgage, lien, or
encumbrance, except as set forth in Exhibit F, attached hereto.
8.1.6 ASI has not provided nor has Buyer required any financial statements
of ASI. Seller represents that ASI does not have any debt and will comply with
the Bulk Transfer Act for California.
8.1.7 There have not been any material adverse changes in the financial
position or the operations and properties of ASI except changes arising in the
ordinary course of business, which changes will in no event adversely affect
the financial position of ASI.
8.1.8 Neither Seller nor ASI is involved in any pending litigation or
governmental investigation or proceeding, and to the best knowledge of Seller,
no material litigation, claim, assessment or governmental investigation or
proceeding is threatened, which could affect its ability to enter into this
Agreement or to carry out its purposes and covenants.
8.1.9 Except as set forth herein, ASI has filed all governmental tax or
related returns and reports due or required to be filed and has paid all taxes
or assessments which have become due.
8.1.10 Copies of Seller's property(ies) and all other documents and records of
ASI are full, true and correct copies thereof, and have been, or immediately
upon execution of this Agreement, will be made available for review and
inspection by the Buyer.
8.1.11 All corporate documents, financial statements, books and records,
contracts, files, employee data bases, etc., all incidental to the operations
of ASI, its subsidiaries and divisions, will be made available to Buyer at the
Closing of this Agreement.
8.1.12 Seller shall execute and deliver to Buyer any and all other documents
prepared by Buyer and necessary to complete the transaction represented by this
Agreement.
8.1.13 Seller has full power, authority, and legal right to enter into this
Agreement and to consummate the transactions contemplated hereby. The execution
and delivery of this Agreement, the consummation of the transactions
contemplated hereby, and the compliance by Seller with the provisions hereof
will not (1) conflict with or result in a breach of any provisions of, or
constitute a material default (or an event which, with notice or lapse of time
or both, would constitute a material default) under, or result in the creation
of any material lien, security interest, charge, or encumbrance upon the ASI
property(ies) or any of the material property, business operations, licenses,
or other assets of ASI under any of the terms, conditions, or provisions of the
Certificate of Incorporation or By-Laws, if applicable, or any material note,
bond, mortgage, indenture, license, agreement, or other instrument or
obligation to which Seller or ASI is a party, or by which they are bound; or
(2) violate any order, writ, injunction, decree, statute, rule or regulation
<PAGE>
applicable to Seller or any of its respective properties, business operations,
or assets.
8.1.14 No consent, approval, authorization, or order of, or registration,
qualification, designation, declaration, or filing with any governmental
authority on the part of ASI is required in connection with the execution and
delivery of this Agreement, or the carrying out of any other transactions
contemplated hereby.
8.1.15 Seller has, to the best of its knowledge, disclosed to Buyer all events,
conditions, and facts materially affecting their business and properties of ASI.
Seller has neither withheld information nor knowledge of any such events,
conditions, or facts which he knows, or have reasonable grounds to know, may
materially affect the business of ASI or future prospects.
8.1.16 Except as set forth herein, or in any Exhibit attached hereto, neither
Seller nor ASI are parties to any lease, license, royalty, or loan agreement,
or any other agreement which materially affects the business, property(ies) or
assets of ASI and which have been entered into other than in the ordinary and
usual course of business.
8.1.17 Seller warrants and represents that, before entering into this
transaction, he has investigated the business and financial condition of Buyer
and has relied upon his own independent investigation and his own legal and
accounting counsel before executing this Agreement.
8.1.18 Seller further represents and warrants that this transaction was directly
communicated to him and at no time did he receive any solicitation by any
promotional meeting, newspaper, magazine advertising, radio or television
commercial, or other advertising.
8.1.19 Seller represents that he is acquiring the shares of Buyer solely for
investment purposes, and not for distribution or resale. Sale or transfer of
such Buyer shares may be made only as permitted by Rule 144 of the regulations
issued under the Securities Act of 1933, as amended, or by registration under
or pursuant to an exemption from such registration under the Act, and shall be
otherwise subject to the rules and regulations of the SEC and any other state
or federal regulatory agency concerned.
8.1.20 Seller warrants and represents that, pending the signing of mutually
satisfactory employment agreements by Buyer with key officers and personnel of
ASI, the conduct of business by ASI, its subsidiaries, and d.b.a. divisions,
prior to the closing of this Agreement, shall be as usual and customary to the
present business of ASI prior to the execution hereof.
8.2 REPRESENTATION OF BUYER.
Buyer hereby makes the following representations and warranties to Seller, each
of which is true as of the date hereof and as of the Closing Date:
8.2.1 Buyer is a corporation duly organized and existing by virtue of the
laws of the State of Nevada, USA.
8.2.2 Buyer has an authorized capitalization of 300,000,000 shares of common
stock, $.001 par value per share, of which 15,744,000 shares are currently
issued and outstanding. Of said issued and outstanding shares, 10,794,000 are
"restricted securities." Buyer's directors authorized 750,000 shares to be
issued for the purpose of this Exchange Agreement.
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8.2.3 All filings required to be made by Buyer pursuant to any federal or
state securities laws have been or are being made and are current, and contain
no material misstatement or omit any facts required so as not to be misleading.
The shares of ICAN to be transferred to Seller hereby will, upon the issuance
hereof, be duly and validly issued, fully paid, and non-assessable, except that
such shares shall be deemed "restricted shares" as defined in Rule 144
promulgated under the Securities Act of 1933 and shall bear the normal
restrictive legend. All of the Buyer's shares transferred to Seller will carry
full voting rights and, when delivered, shall be free and clear of all voting
trusts, agreements, arrangements, liens, and all other encumbrances, claims,
equities, and liabilities of every nature, and Buyer, having duly taken all
corporate action required thereto, has the unqualified right to issue the
Buyer's shares and to deliver a clear and unencumbered title thereto to Seller.
Buyer is under no obligation, legal or otherwise, to establish any other class
of common or preferred stock, or any other type of security.
8.2.4 The execution of this Agreement by Buyer, and the performance by Buyer
of its covenants and undertakings hereunder, have been duly authorized by all
requisite corporate action and approved by the Board of Directors. Buyer has
the corporate power and authority to enter into this Agreement and perform the
covenants and undertakings to be performed by it hereunder, and is under no
impediment which would affect or prohibit this transaction.
8.2.5 All documents of Buyer heretofore delivered to Seller are true and
correct copies thereof.
8.2.6 Buyer asserts that it is not involved in any pending litigation or
governmental investigation or proceeding and, to the best knowledge of Buyer,
no material litigation, claim, assessment, or governmental investigation or
proceeding is pending or threatened which might result in any change in the
business or condition, financial or otherwise, of the Buyer, or in any of its
properties or assets, or which might result in any liability on the part of
Buyer or which questions the validity of this Agreement, or might otherwise
adversely affect Buyer or Seller, or of any action taken or to be taken pursuant
to or in connection with the provisions of this Agreement, and to the best of
the Buyer's knowledge, there is no basis for any such litigation, claim,
assessment or governmental investigation or proceeding.
8.2.7 All Buyer shares to be issued to Seller will be validly issued, non-
assessable, and fully paid, with full voting rights, and will be issued in a
non-public offering pursuant to exemptions from registration under federal and
state securities laws.
8.2.8 Buyer has not breached, nor is there any pending or threatened claim
or any legal basis for a claim that Buyer has breached, any of the terms or
conditions of any agreement, contract, or commitment to which it is a party or
is bound, and the execution and performance hereof will not violate any law or
any provisions of any agreement to which Buyer is subject.
8.2.9 Buy has disclosed to Seller all events, conditions, and facts materially
affecting the business and prospects of Buyer. Buyer has not withheld
disclosure of any such events, conditions, and fact which it, through
management, has knowledge of, or has reasonable grounds to know, that may
materially affect the business and prospects of Buyer.
8.2.10 Buyer has full power, authority and legal right to enter into this
Agreement and to consummate the transactions contemplated hereby. The execution
of delivery of this Agreement, the consummation of the transactions
<PAGE>
contemplated hereby, and the compliance by Buyer with the provisions hereof will
not: (1) conflict with or result in a breach of any provisions of, or constitute
a material conflict (or an event which, with notice or lapse of time or both,
would constitute a material default) under, or result in the creation of any
material lien, security interest, charge, or encumbrance upon the Buyer under
any of the terms, conditions, or provisions of the Articles of Incorporation or
By-Laws of Buyer or any material not, bond, mortgage, indenture, license,
agreement, or the instrument or obligation to which Buyer is a party, or by
which it is bound; or (2) violate any order, writ, injunction, decree, statute,
rule, or regulation applicable to Buyer or any of its properties or assets.
8.2.11 Buyer has complied with all state, federal, and local laws in connection
with its formation, issuance of securities, organization, capitalization, and
operation, and no contingent liabilities have been threatened, or claims made,
and no basis for the same exists with respect to said operations, formation or
capitalization, including claims for violation of any state or federal
securities laws.
8.2.12 This Agreement, including the Exhibits hereto, has been duly authorized
by all requisite corporate action of the Buyer, duly approved by the vote of
Buyer's Board of Directors, duly executed and delivered by the Buyer, and
constitutes the valid and legally binding obligation of the Buyer enforceable
against the Buyer in accordance with its terms.
8.2.13 The Buyer is not, nor immediately following the Closing date will be, in
violation or breach of or in default under its Certificate of Incorporation or
By-Laws. The execution, delivery, and performance by the Buyer of this Agreement
will not conflict with, result in a breach or violation of, constitute a default
under, or result in the create of any lien on the properties or assets of the
Buyer pursuant to the Certificate of Incorporation or By-Laws of the Buyer, or
violate any law, rule, or regulation or, to the best knowledge of its counsel,
breach any material agreement or instrument, order, judgment, or decree to
which the Buyer is subject or by which its assets are bound. Copies of the
Certificate of Incorporation, all amendments thereto, By-Laws, and all other
documents of Buyer heretofore delivered to Seller are true and correct copies
thereof.
9. NATURE AND SURVIVAL OF REPRESENTATIONS.
All representations, warranties, promises, and covenants made by a party to this
Agreement and set forth herein, or in any Exhibit hereto, shall survive the
execution of this Agreement and its closing as set forth herein.
10. THE CLOSING.
10.1 The closing of the transactions described in the Agreement (the
"Closing"), shall take place at the office of Buyer at its address set forth
hereinabove on June 15, 1995 at 10 AM.
10.2 Counsel for the Buyer shall deliver to Seller certificates representing
750,000 shares of the common stock of ICAN as described hereinabove, or an
irrevocable instruction to the transfer agent of Buyer specifically instructing
the above issuance.
10.3 Seller shall deliver to counsel for the Buyer certificates representing
80% of all shares issued and outstanding (or 7,500,000 shares) fully endorsed
for transfer, and free and clear of all charges, pledges, security, interests,
claims, or encumbrances.
10.4 Parties to supply documents as listed on attached Exhibit E.
<PAGE>
11. MISCELLANEOUS PROVISIONS.
11.1 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.
11.2 ENTIRE AGREEMENT.
This Agreement constitutes the entire Agreement among the parties pertaining to
the subject matter hereof, and supersedes all prior and contemporaneous
agreements and understandings of the parties in connection herewith. There are
no oral promises, conditions, representations, understandings, interpretations,
or terms of any kind as conditions or inducements to the execution of the
Agreement, which are not set forth herein. Seller has provided Buyer documents
related to its business operations and relationships, which contain certain
disclosures. Reference is made specifically hereby to Seller's services
provided to UTICS Corporation related to automated meter reading technology.
11.3 FURTHER ASSURANCES.
At any time, and from time to time after the date hereof, each party will
execute such additional instruments, and take such action, as may be reasonably
requested by the other party to confirm or perfect title to any shares, or other
asset transferred hereunder, or to otherwise carry out the intent and purposes
of this Agreement.
11.4 WAIVER.
Any failure on the part of either party hereto to comply with any of the
obligations, agreements, or conditions hereunder may be waived in writing by
the party to whom such compliance is owned.
11.5 NOTICES.
All notices and communications hereunder shall be made in writing and shall be
deemed to have been given if delivered in person or sent by prepaid, first
class, registered or certified mail, return receipt requested to each party at
his or its address as follows:
BUYER: Integrated Communications Access Network, Inc.
4660 La Jolla Village Drive, Suite 640
San Diego, CA 92122
(800) 234-ICAN
SELLER: Ariel Systems, Inc.
2420 Grand Avenue, Suite H
Vista, CA 92083
(619) 598-7222
11.6 SEVERABILITY.
The parties to the Agreement hereby agree and affirm that none of the above
provisions is dependent upon the validity of all of the provisions, and if any
part of this Agreement is deemed to be unenforceable, the balance of the
Agreement shall remain in full force and effect.
11.7 DEFAULT COST.
In the event any party hereto has to result to legal action to enforce any of
the terms hereof, such party shall be entitled to collect attorney's fees and
all other costs from the party at fault.
11.8 AMENDMENT.
<PAGE>
This Agreement or any provision hereof, may not be changed, waived, terminated,
or discharged except by means of a written supplemental instrument signed by the
arty or parties against whom enforcement of the change, waiver, termination, or
discharge is sought.
11.9 GOVERNING LAW.
This Agreement shall be governed by the laws of the State of California with
venue in the Courts located in the Southern District of the State of
California.
11.10 INUREMENT.
This Agreement shall be binding upon the parties hereto, and inure to the
benefit of the parties, and, where applicable, their heirs, personal
representatives, successors in interest, and assigns.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date first
written above:
ICAN "Buyer")
By:
Michael Love June 9, 1995
Chief Executive Officer
ARIEL SYSTEMS, Inc. "Seller"
By:
A. Mark Hunt June 9, 1995
President
<PAGE>
EXCHANGE AGREEMENT
JUNE 9, 1995
EXCHANGE OF SHARES OF ARIEL SYSTEMS, INC. FOR SHARES OF
INTEGRATED COMMUNICATIONS ACCESS NETWORK INCORPORATED
EXHIBITS
A. List of ASI shareholders for ICAN shares distribution
B. ASI pro forma operations statement ("Use of Proceeds")
C. Employment Agreements
D. Performance Schedule
E. Closing documents
F. License and Encumbrances; Outstanding Shareholder Loans
G. ICAN Reg. D-506 Private Placement
<PAGE>
EXCHANGE AGREEMENT
JUNE 9, 1995
EXCHANGE OF SHARES OF ARIEL SYSTEMS, INC. FOR SHARES OF
INTEGRATED COMMUNICATIONS ACCESS NETWORK INCORPORATED
EXHIBIT A
ARIEL SHAREHOLDER DISTRIBUTION LIST
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Shareholder Name Number ASI Percent Number ICAN Percent
and Address (1) Shares ASI Shares (2) ICAN
- ---------------- ---------- ------- ----------- -------
<S> <C> <C> <C> <C>
A. Mark Hunt 3,167,500 33.8 253,400 2.34
Ariel (3) 1,375,000 14.7 110,000 0.94
K. Robert Hunt 1,870,000 19.9 149,600 0.95
Eric W. Gaer 1,000,000 10.7 80,000 0.05
Gerry B. Berg 1,000,000 10.7 80,000 0.05
James M. Morgan 500,000 5.3 40,000 0.03
Bruce Lightner 146,250 1.6 11,700 0.00
David Hunt 146,250 1.6 11,700 0.00
John Bumgarner 10,000 0.1 800 0.00
Robert Hotto 80,000 0.9 6,400 0.00
Bruce Hunt 22,500 0.2 1,800 0.00
King Golden 26,250 0.3 2,100 0.00
Carl Goff 11,250 0.1 900 0.00
Richard Meeks 20,000 0.2 1,600 0.00
</TABLE>
(1) Addresses are Ariel Systems, Inc.
(2) ICAN shares issued based upon 10 ASI shares equal to one ICAN share.
(3) Shares reserved for additional distributions.
<PAGE>
EXCHANGE AGREEMENT
JUNE 9, 1995
EXCHANGE OF SHARES OF ARIEL SYSTEMS, INC. FOR SHARES OF
INTEGRATED COMMUNICATIONS ACCESS NETWORK INCORPORATED
EXHIBIT B
CAPITAL DISTRIBUTION - USE OF PROCEEDS
Phase I - Product Development (18 months)
<TABLE>
<S> <C>
8/1/95 $ 50,000
9/1/95 450,000
12/1/95 500,000
3/1/96 800,000
</TABLE>
Phase II - Sales and Marketing
3/1/97 $1,200,000
<PAGE>
EXCHANGE AGREEMENT
JUNE 9, 1995
EXCHANGE OF SHARES OF ARIEL SYSTEMS, INC. FOR SHARES OF
INTEGRATED COMMUNICATIONS ACCESS NETWORK INCORPORATED
EXHIBIT C
EMPLOYEE AGREEMENTS AND PERFORMANCE INCENTIVES
<TABLE>
<CAPTION>
Name Position Base Salary Incentives
- ---- -------- ----------- ----------
<S> <C> <C> <C>
Eric Gaer President $114,000 Phase I - 5,000 shares
Phase II - 10,000 shares
Gerry Berg Exec. VP $108,000 Phase I - 5,000 shares
Phase II - 10,000 shares
Mark Hunt Sr. VP Engin. $102,000 Phase I - 5,000 shares
Phase II - 10,000 shares
Robert Hunt VP Manufact. $ 96,000 Phase I - 5,000 shares
Phase II - 10,000 shares
Mike Morgan VP, Engineering $ 94,000 Phase I - 5,000 shares
Phase II - 10,000 shares
</TABLE>
<PAGE>
EXCHANGE AGREEMENT
JUNE 9, 1995
EXCHANGE OF SHARES OF ARIEL SYSTEMS, INC. FOR SHARES OF
INTEGRATED COMMUNICATIONS ACCESS NETWORK INCORPORATED
EXHIBIT D
PERFORMANCE SCHEDULE
Phase I:
Month 1-2
Development of complete product specification for ASI RF meter reading device,
Preparation of materials to file for patents. Initial market research (customer
base, industry associations, etc.)
Month 2-3
Development of technical engineering/manufacturing specifications for ASI RF
meter reading device. Development of specification for custom ASIC chip for
product. Market planning and initial public relations.
Month 4-6
Finalization of technical engineering specification. Prototype manufacturing.
Product refinements. In-ground testing to determine commercial feasibility.
Begin market development and sales efforts.
Phase II:
Month 7-9
Final stage prototype per R&D, engineering, and market research. Larger scale
in-ground test with prospective clients. Second stage marketing and sales.
Trade show participation.
Month 10-12
Initial system sales - 6 customers, 300 units. Product refinement, continuing
R&D, and staff expansion.
<PAGE>
EXCHANGE AGREEMENT
JUNE 9, 1995
EXCHANGE OF SHARES OF ARIEL SYSTEMS, INC. FOR SHARES OF
INTEGRATED COMMUNICATIONS ACCESS NETWORK INCORPORATED
EXHIBIT E
CLOSING DOCUMENTS
I. Articles of Incorporation
II. ASI By-Laws
III. ASI Corporate Resolution approving exchange
IV. Original share certificates of 80% stock of ASI, duly endorsed for
transfer by Exhibit A
V. Original share certificates for 750,000 shares of ICAN common stock or,
in the alternative, a written Irrevocable Instruction to ICAN transfer
agent to issue said shares to ASI shareholders per Exhibit A
VI. Corporate documents
VII. By-Laws
VIII. Board of Directors' resolutions
IX. Authorization to transfer agent
<PAGE>
EXCHANGE AGREEMENT
JUNE 9, 1995
EXCHANGE OF SHARES OF ARIEL SYSTEMS, INC. FOR SHARES OF
INTEGRATED COMMUNICATIONS ACCESS NETWORK INCORPORATED
EXHIBIT F
LIENS AND ENCUMBRANCES - OUTSTANDING SHAREHOLDER LOANS
Liens and encumbrances: None
Shareholder loans*:
Mark Hunt $47,629
Bruce Hunt 28,711
Bruce Lightner 31,739
* To be retired from ASI accounts receivable from continuing operations (prior
to this Agreement) and/or receipts from revenues from product lines aside from
the proposed automated reading device. In certain cases, at the discretion of
the Noteholder, ASI stock options may be granted in lieu of cash payment. In any
case, proceeds from Buyer will not be utilized to satisfy these obligations.
<PAGE>
EXCHANGE AGREEMENT
JUNE 9, 1995
EXCHANGE OF SHARES OF ARIEL SYSTEMS, INC. FOR SHARES OF
INTEGRATED COMMUNICATIONS ACCESS NETWORK INCORPORATED
EXHIBIT G
ICAN REG D-506 PRIVATE PLACEMENT
[Text unavailable]
<PAGE>
GREENLAND CORPORATION
EXHIBIT C2
AMENDMENT TO EXCHANGE AGREEMENT OF JUNE 9, 1995
THIS AMENDMENT is to that certain Exchange Agreement (the "Agreement")
dated June 9, 1995 and Amendments to Exhibits dated June 28, 1995 by and
between Integrated Communications Access Network, Inc. ("ICAN") and Ariel
Systems, Inc. ("ASI"). The parties agree as follows:
WHEREAS, ICAN is in default under the terms of Article 2 of the
Agreement, having not capitalized ASI as projected, and
WHEREAS, ASI has the right to unwind the Agreement under the terms of
its Article 7, as a consequence of ICAN's default of Article 2 of the
Agreement, and
WHEREAS, the parties wish to continue their relationship and maintain
the Agreement in force and effect,
NOW THEREFORE, the parties agree that Articles 2 and 4 of the
Agreement shall be amended to read as follows:
Article 2. "ICAN agrees to capitalize ASI operations in minimum weekly
payments of seven thousand dollars ($7,000.00) commencing December 8,
1995. ASI agrees to allow ICAN a grace period, if circumstances require,
with respect to payment of such installments, of up to three (3) weeks
without interruption of the Agreement. Should ICAN be in arrears, it shall
make up weekly arrears in the immediately following weekly installment.
ICAN shall put forth best efforts to generate a full funding commitment of
a maximum of three million dollars ($3,000,000.00). The minimum weekly
capitalization shall continue on a month-to-month basis for up to twelve
(12) months as long as ICAN can demonstrate its best efforts to generate
full funding. In order to establish adequate cash flow, an additional five
thousand dollars ($5,000.00) shall be provided by ICAN, payable on
December 4, 1995."
Article 4. "ICAN principals or appointees shall represent the majority
of seats on the Board of Directors of ASI after ICAN has completed sixteen
(16) consecutive payments of $7,000.00 under the terms of the minimum
funding commitment of Article 2. ICAN shall occupy one seat on the Board
of Directors of ASI after signing of this Amendment, a second seat after
eight (8) consecutive weekly payments, and a third sear after sixteen (16)
consecutive payments. In the event ICAN is in arrears of four (4)
consecutive weekly payments of $7,000.00, ICAN principals or appointees
shall thereupon resign from the Board of Directors of ASI."
THIS AMENDMENT is dated December 1, 1995
ICAN
By:
Eric W. GAER
President and CEO
ASI
By:
A. Mark Hunt
President
<PAGE>
GREENLAND CORPORATION
EXHIBIT C3
EXCHANGE AGREEMENT II
MAY 1, 1996
EXCHANGE OF SHARES OF ARIEL SYSTEMS, INC.
FOR SHARES OF GREENLAND CORPORATION
THIS DOCUMENT represents an Agreement, dates as of this 1st day of May 1996, by
and between Greenland Corporation, a Nevada corporation with offices at 4180 La
Jolla Village Drive, Suite 315, La Jolla, California 92037 (hereinafter
"Greenland"), and Ariel Systems, Inc., a California corporation with offices at
2420 Grand Avenues, Suite H, Vista, California 92083 (hereinafter "ASI"), both
of whom a hereinafter jointly referred to as the "Parties."
WITNESSETH
WHEREAS, ASI and Greenland have previously entered into an Exchange Agreement
dated June 9, 1995 under which shares of ASI were exchanged for shares of
Greenland; and
WHEREAS, ASI and Greenland wish to replace the June 9, 1995 Exchange Agreement
and Amendments thereto and enter into a new exchange (Exchange Agreement II);
and
WHEREAS, ASI is the owner of certain proprietary technology ("Technology") that
has use in automated meter reading ("AMR") and other applications; and
WHEREAS, such Technology is valuable to Greenland which is planning to make and
sell products to the AMR market.
NOW THEREFORE, in consideration for the mutual promises, covenants, terms, and
conditions contained herein, the parties hereby agree as follows:
1. EXCHANGE OF SHARES.
ASI hereby exchanges and transfers to Greenland restricted, unregistered shares
of ASI in exchange for shares of Greenland restricted common stock.
2. DELIVERY OF SHARES.
Upon the signing of this Agreement, ASI and/or its shareholders shall retain
the shares of Greenland stock that were distributed to them under the prior
Exchange Agreement, and Greenland shall return to ASI share certificate #18
representing 7,500,000 and ASI shall issue share certificate #19 to Greenland
in the amount of 73,750 shares of ASI, free and clear of all claims and
encumbrances.
3. PLAN OF EXCHANGE.
It is the agreement and intention of the parties hereto that the ASI shares
shall be exchanged for shares of Greenland pursuant to a tax free exchange of
stock in accordance with Section 1031, et seq., of the Internal Revenue Code as
amended. The ASI and Greenland shares are deemed unregistered securities as
defined by Rule 144 promulgated under the Securities Act of 1933, as amended.
4. ASSIGNMENT OF TECHNOLOGY.
ASI hereby transfers, grants, sells, and assigns to Greenland all rights, title
and interest in and to the Technology as set forth in Exhibit A. As
consideration of the assignment of the Technology, Greenland paid ASI $94,000
prior to the signing of this Agreement.
5, GRANT OF LICENSE TO ASI.
Greenland hereby licenses the Technology to ASI on an exclusive worldwide,
royalty-free basis for non-AMR applications.
6. CONSULTING.
<PAGE>
Greenland hereby contracts with ASI to provide engineering services for three
years for a minimum of 80 hours/month beginning May 1, 1996. During this
period, the facilities and equipment of ASI shall be available to employees of
Greenland to assist in the further development of the Technology. For the
services and said facilities to be provided hereunder, ASI shall be paid by
Greenland $50.00/hour for engineering services during months 1, 2, and 3 of the
consulting period; thereafter ASI shall be paid by Greenland $60/hour. As
additional consideration for providing engineering services, Greenland shall
pay to ASI $20,000 cash upon signing this Agreement.
To secure payment of the monthly consulting retainer, Greenland agrees to place
in escrow the total amount of the monthly retainer for a three year period.
This money shall be placed in escrow with Greenland's attorney immediately upon
Greenland's securing a loan on real estate in Tucson, Arizona currently owned
by Greenland. This escrow account shall be drawn upon only form payment to ASI
for consulting under Paragraph 6 above.
7. TRANSFER OF FUTURE TECHNOLOGY.
In exchange for the Consulting Agreement set forth in Paragraph 6, ASI hereby
agrees to transfer, grant, sell and assign to Greenland all improvements in the
Technology developed by ASI during the term of the consulting agreement on a
worldwide, royalty-free basis. Greenland hereby agrees to license back to ASI
the Technology and improvements for non-AMR applications on an exclusive,
worldwide, royalty-free basis.
8. COVENANT NOT TO COMPETE.
Greenland hereby agrees not to compete with ASI on any non-AMR activities
anywhere in the world using the Technology transferred hereunder in competition
with ASI for a period of three (3) years from the date of this Agreement. ASI
agrees not to compete with Greenland in the AMR business for the utility
industry for a period of three (3) years from the date of this Agreement.
9. REPRESENTATIONS OF ASI.
ASI hereby represents and warrants that, with respect to the Technology and its
business operations, the representations listed below are true and correct as
of the date hereof.
9.1 ASI is a corporation duly organized and existing by virtue of the laws of
the State of California, USA.
9.2 ASI has an authorized capitalization of 50,000,000 shares of common stock,
of which 1,475,000 shares are issued and outstanding.
9.3 The operations of ASI are validly licensed, organized and existing in good
standing with all state and federal appropriate regulatory agencies, and ASI
has taken all requisite corporate actions required under the Certificates of
Incorporation and by the By-Laws of ASI and its subsidiaries, and the laws of
the states of their incorporation, to the extent necessary to enter into this
Agreement and to carry out the terms and conditions to be performed by ASI.
9.4 ASI represents that it is under no impediment or constraint, legal or
otherwise, which would prevent it from entering into this Agreement and
performing the exchange transaction described herein; and further represents
that it has taken any and all corporate action required under its Certificate
of Incorporation, By-Laws and the laws of its state of incorporation, to the
extent necessary for the performance by ASI of the promises and covenants
contained herein.
9.5 The Technology of ASI being transferred hereunder are without mortgage,
lien, or encumbrance.
9.6 Documents and records of ASI that have been made available for review and
inspection by Greenland are full, true, and correct copies thereof.
9.7 All corporate documents, financial statements, books and records,
technical journals, contracts, files, employee data bases, etc., which are
incidental to the operations of ASI have been made available to Greenland.
<PAGE>
9.8 ASI shall execute and deliver to Greenland any and all other documents
prepared by Greenland and necessary to complete the transaction represented by
this Agreement.
9.9 ASI has full power, authority and legal right to enter into this Agreement
and to consummate the transactions contemplated hereby. The execution and
delivery of this Agreement, the consummation of the transactions contemplated
hereby, and the compliance by ASI with the provisions hereof will not: (i)
conflict with or result in a breach of any provisions of, or constitute a
material default (or an event which, with notice or lapse of time or both,
would constitute a material default) under, or result in the creation of any
material lien, security interest, charge or encumbrance upon the ASI
property(ies) or any of the material property, business operations, licenses,
or any other assets of ASI under any of the terms, conditions, or provisions of
the Certificate of Incorporation or By-Laws, if applicable, or any material
note, bond, mortgage, indenture, license, agreement or other instrument or
obligation to which ASI is a party, or by which they are bound; or (ii) violate
any order, writ, injunction, decree, statute, rule or regulation applicable to
ASI or any of its respective properties, business operations, or assets.
9.10 No consent, approval, authorization or order of, or registration,
qualification, designation, declaration or filing with, any governmental
authority on the part of ASI is required in connection with the execution and
delivery of this Agreement, or the carrying out of any other transactions
contemplated hereby.
9.11 ASI has, to the best of its knowledge, disclosed to Greenland all events,
conditions, and fact materially affecting the business and properties of ASI.
9.12 Except as set forth herein, or in any Exhibit attached hereto, ASI is not
a party to: any lease, license, royalty, or loan agreement, or any other
agreement which materially affects the Technology of ASI being transferred to
Greenland.
9.13 ASI further represents and warrants that this transaction was directly
communicated to ASI's president and at no time did he receive any solicitation
by any promotional meeting, newspaper, magazine advertising, radio or
television commercial, or other advertising.
9.14 ASI represents that it and the shareholders of ASI have acquired the
shares from Greenland solely for investment purposes and not for distribution or
resale. Sale or transfer of Shares may be made only as permitted by Rule 144 of
the regulations issued under the Securities Act of 1933, as amended, or by
registration under or pursuant to an exemption from such registration under the
Act, and shall be otherwise subject to the rules and regulations of the SEC and
any other state or federal regulatory agency concerned.
10. REPRESENTATIONS OF GREENLAND.
10.1 Greenland hereby makes the following representations and warranties to
ASI, each of which is true as of the date hereof and as of the Closing Date.
10.2 Greenland is a corporation duly organized and existing by virtue of the
laws of the State of Nevada, USA.
10.3 Greenland has an authorized capitalization of 25,000,000 shares of common
stock, $.001 par value per share.
10.4 All filings required to be made by Greenland pursuant to any federal or
state securities laws have been or are being made and are current, and contain
no material misstatement or omit any facts required so as not to be misleading.
The shares of Greenland transferred to ASI and its shareholders hereunder are
duly and validly issued, fully paid and non-assessable, except that such shares
are deemed "restricted shares" as defined in Rule 144 promulgated under the
Securities Act of 1933, as amended, and shall bear the normal restrictive
legend.
<PAGE>
10.5 The execution of this Agreement by Greenland and the performance by
Greenland of its covenants and undertakings hereunder have been duly authorized
by all requisite corporate action and approved by the Board of Directors.
Greenland has the corporate power and authority to enter into this Agreement
and perform the covenants and undertakings to be performed by it hereunder, and
is under no other impediment which would affect or prohibit this transaction.
10.6 All documents of Greenland heretofore delivered to ASI are true and
correct copies thereof.
10.7 Greenland asserts that it is not involved in any pending litigation or
governmental investigation or proceeding and, to the best knowledge of
Greenland, no material litigation, claim, assessment, or governmental
investigation or proceeding is pending or threatened which might result in any
change in the business or condition, financial or otherwise, of Greenland or in
any of its properties or assets, or which might result in any liability on the
part of Greenland or which questions the validity of this Agreement, or might
otherwise adversely affect Greenland or ASI, or any action or to be taken
pursuant to or in connection with the provisions of this Agreement, and there
is no basis for any such litigation, claim, assessment, or governmental
investigation or proceeding.
10.8 Greenland has not breached, nor is there any pending or threatened claim,
or any legal basis for a claim that Greenland has breached, any of the terms or
conditions of any agreement, contract, or commitment to which it is a party or
is bound, and the execution and performance hereof will not violate any law or
any provision of any agreement to which Greenland is subject.
10.9 Greenland has disclosed to ASI all events, conditions, and facts
materially affecting the business and prospects of Greenland. Greenland has not
withheld disclosure of any such events, conditions, and fact which it, through
management, has knowledge of, or has reasonable grounds to know, that may
materially affect the business and prospects of Greenland.
10.10 Greenland has full power, authority and legal right to enter into this
Agreement and to consummate the transactions contemplated hereby. The execution
and delivery of this Agreement, the consummation of the transactions
contemplated hereby, and the compliance by Greenland with the provisions hereof
will not: (i) conflict with or result in a breach of any provisions of, or
constitute a material default (or an event which, with notice or lapse of time
or both, would constitute a material default) under, or result in the creation
of any material lien, security interest, charge or encumbrance upon the
Greenland property(ies) or any of the material property, business operations,
licenses, or any other assets of Greenland under any of the terms, conditions,
or provisions of the Certificate of Incorporation or By-Laws, if applicable, or
any material note, bond, mortgage, indenture, license, agreement or other
instrument or obligation to which Greenland is a party, or by which they are
bound; or (ii) violate any order, writ, injunction, decree, statute, rule or
regulation applicable to Greenland or any of its respective properties,
business operations, or assets.
10.11 Greenland has complied with all state, federal, and local laws in
connection with its formation, issuance of securities, organization,
capitalization and operation, and no contingent liabilities have been
threatened, or claims made, and no basis for the same exists with respect to
said operations, formation or capitalization, including claims for violation of
any state or federal securities laws.
10.12 This Agreement, including the exhibits hereto, has been duly authorized
by all requisite corporate action of Greenland duly approved by the vote of
Greenland's Board of Directors, duly executed and delivered by Greenland and
constitutes the valid and legally binding obligation of Greenland enforceable
against Greenland in accordance with its terms.
10.13 Greenland is not in violation or breach of or in default under its
Certificate of Incorporation or By-Laws. The execution, delivery and
<PAGE>
performance by Greenland of this Agreement will not conflict with, result in a
breach or violation of, constitute a default under, or result in the creation
of any lien on, the properties or assets of Greenland pursuant to the
Certificate of Incorporation or By-Laws of Greenland, or violate any law, rule
or regulation or, to the best knowledge of its counsel, breach any material
agreement or instrument, order, judgment, or decree to which Greenland is
subject or by which its assets are bound. Copies of the Certificate of
Incorporation, all Amendments thereto, By-Laws, and all other documents
Greenland heretofore delivered to ASI are true and correct copies thereof.
11. NATURE AND SURVIVAL REPRESENTATIONS.
All representations, warranties, promises and covenants made by Greenland to
this Agreement and set forth herein, or in an exhibit hereto, shall survive the
execution of this Agreement and its closing as set forth herein.
12. RIGHT OF 1ST REFUSAL.
During the three (3) year period following the date of this Agreement,
Greenland shall have the right of 1st refusal regarding the sales of ASI stock
(or participation in other business combinations such as joint venture,
partnership, etc.) and or other technology developed by ASI during the three
year period following the signing of this Agreement. If Greenland refuses to
purchase the stock or technology offered by ASI, ASI shall be free to sell the
stock or technology to any third party at a price no less than 10% less than
the price offered to Greenland.
13. MISCELLANEOUS PROVISIONS.
13.1 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.
13.2 ENTIRE AGREEMENT.
This Agreement constitutes the entire Agreement among the parties pertaining to
the subject matter hereof, and supersedes all prior and contemporaneous
agreements and understandings of the parties in connection herewith. There are
no oral promises, conditions, representations, understandings, interpretations,
or terms of any kind as conditions or inducements to the execution of the
Agreement, which are not set forth herein.
13.3 FURTHER ASSURANCES.
At any time, and from time to time, after the date hereof, each party will
execute such additional instruments, and take such action, as may be reasonably
requested by the other party to confirm or perfect title to any shares or other
asset, transferred hereunder, or to otherwise carry out the intent and purposed
of this Agreement.
13.4 WAIVER.
Any failure on the part of either party hereto to comply with any of the
obligations, agreements, or conditions hereunder may be waived in writing by
the party to whom such compliance is owed.
13.5 NOTICES.
All notices and communications hereunder shall be made in writing and shall be
deemed to have been given if delivered in person or sent by prepaid, first
class, registered or certified mail, return receipt requested to each party at
his or its address as follows:
Greenland Corporation
4180 La Jolla Village Drive
Suite 315
La Jolla, CA 92037
Ariel Systems, Inc.
2420 Grand Avenue
Suite H
Vista, CA 92083
<PAGE>
13.6 SEVERABILITY.
The parties to the Agreement hereby agree and affirm that none of the above
provisions is dependent upon the validity of all of the provisions, and if any
part of this Agreement is deemed to be unenforceable, the balance of the
Agreement shall remain in full force and effect.
13.7 DEFAULT COST.
In the event any party hereto has to resort to legal action to enforce any of
the terms hereof, such party shall be entitled to collect attorney's fees and
all other costs from the party at fault.
13.8 AMENDMENT.
This Agreement, or any provisions hereof, may not be changes, waived,
terminated, or discharged except by means of a written supplemental instrument
signed by the party or parties against whom enforcement of the change waiver,
termination, or discharge is sought.
13.9 GOVERNING LAW.
This Agreement shall be governed by the laws of the State of California, with
venue in the Courts located in the Southern District of the State of
California.
13.10 INUREMENT.
This Agreement shall be binding upon the parties hereto, and inure to the
benefit of the parties and, where applicable, their heirs, personal
representatives, successors interests and assigns.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date first
written above.
GREENLAND CORPORATION
By:
ERIC W. GAER
President
ARIEL SYSTEMS, INC.
By:
A. Mark Hunt
President
