UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Report of Event occurring on November 19, 1999
Commission File No. 33-55254-01
ARROW MANAGEMENT, INC.
NEVADA 87-467339
(State or other jurisdiction (I.R.S. Employer Identification of
incorporation or organization) Number)
1800 E. Sahara, Suite 107
LAS VEGAS, NEVADA 89104
(Address of principal executive offices)
Registrant's telephone number, including area code (450) 686-6993
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ITEM 1. Change in Control of Registrant
An Agreement and Plan of Reorganization (the "Agreement") was made and entered
into by and among Arrow Management, Inc., a Nevada corporation (the
"Registrant"), Capital General Corporation, a Utah Corporation ("CGC") and
W-Waves USA Inc., a Delaware corporation ("Waves") and the shareholders of Waves
("Waves Shareholders"). Pursuant to the Agreement, on November 19, 1999 the
Registrant transferred its entire interest, 4,790,700 shares of common stock, in
its subsidiary, Panorama Industries, Inc., a Nevada corporation to CGC in
exchange for 3,094,700 shares of common stock of the Registrant. The Registrant
then distributed the 3,094,700 shares together with 5,450,00 additional shares
issued by Registrant from its authorized shares, a total of 8,544,700 shares of
$.001 par value common stock of Registrant, to Waves Shareholders in exchange
for 100% of the issued and outstanding common stock of Waves.
The transaction effected pursuant to the Agreement was exempt from the
registration requirements of the Securities Act of 1933 by virtue of the Section
4(2) thereof.
Following this transaction, the former Waves Shareholders owned 77.5% of the
Registrant.
As a result of this transaction the Registrant is the owner of audio technology
developed by Waves. This technology consists of a circuit which allows the
post-amplification conversion of a conventional stereophonic signal directed to
two-speakers enclosures into an ambisonic signal directed to five-speaker
enclosures. This technology can be directly installed into manufacturers'
radios, televisions, video cassette recorders, computers, and other devices
employing stereophonic sound signals, and is currently the subject of a patent
application.
The Agreement and Plan of Reorganization is attached hereto as Exhibit A.
ITEM 2. Acquisition or Disposition of Assets.
See Item 1.
ITEM 6. Resignations of Directors.
On November 19, 1999 Krista Nielson and Sasha Belliston resigned as officers and
directors of Arrow Management Inc. Their letter of resignation is attached as
Exhibit B.
The following persons have been appointed as directors of the Registrant:
Victor Lacroix
Gilles Charest
Item 7. Financial Statements and Exhibits.
Financial statements required to be filed will be filed not later than January
28, 1999.
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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.
Arrow Management, Inc.
(Registrant)
Date: December 6, 1999 By s\ Victor Lacroix
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Victor Lacroix
President and Director
Arrow Management, Inc.
EXHIBIT INDEX
EXHIBIT A: ITEM 1. AGREEMENT AND PLAN OF REORGANIZATION
EXHIBIT B: ITEM 6. LETTER OF RESIGNATION
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EXHIBIT A
AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION is made this 17th day of
November, 1999 by and among Arrow Management, Inc., a Nevada corporation,
hereinafter called "ARROW", Capital General Corporation, a Utah corporation,
hereinafter called "CGC", W-Waves USA Inc., a Delaware corporation, hereinafter
called "WAVES", and the shareholders of WAVES, hereinafter called "WAVES
SHAREHOLDERS".
PLAN OF REORGANIZATION:
ARROW is now and has been for many years operating as a holding company
and looking for acquisitions of any type with potential for profit. It presently
owns 4,790,700 shares of the common stock of Panorama Industries, Inc., a Nevada
corporation, hereinafter called "PANORAMA", which is the controlling interest in
PANORAMA and ARROW'S only asset. Management of ARROW has determined it is in
ARROW'S best interest to divest itself of its PANORAMA stock to its majority
shareholder, CGC, in order to take advantage of a new opportunity for the
acquisition of WAVES.
The plan of reorganization shall be a reorganization within the meaning
of Internal Revenue Code Sections 368(a)(1)(D), 368(a)(1)(B) and 355, as
amended. The plan of reorganization is as follows: ARROW shall transfer its
4,790,700 shares of PANORAMA stock to CGC in exchange for 3,094,700 shares of
ARROW stock. ARROW shall then distribute those shares, together with 5,450,000
additional shares to be issued from its authorized shares, for a total of
8,544,700 shares of $.001 par value common stock of ARROW to WAVES SHAREHOLDERS
in exchange for 100% of the issued and outstanding stock of WAVES.
NOW THEREFORE, in consideration of the mutual promises, covenants and
representations contained herein, and to consummate the foregoing plan of
reorganization, the parties hereby adopt said plan of organization and agree as
follows:
ARTICLE I
EXCHANGE OF SECURITIES
1.01 CGC Shares. CGC hereby agrees to transfer 3,094,700 shares of
ARROW $.001 par value common stock to ARROW, and in exchange for said shares,
ARROW hereby agrees to transfer to CGC 4,790,700 shares of PANORAMA $.001 par
value common stock.
1.02 Issuance of ARROW Shares and Transfer of Former CGC ARROW Stock.
Subject to all of the terms and conditions of this Agreement, ARROW agrees to
issue to WAVES SHAREHOLDERS 5,450,000 fully paid and nonassessable unregistered
shares of ARROW common stock, and transfer to WAVES SHAREHOLDERS the 3,094,700
fully paid and nonassessable unregistered shares of ARROW stock formerly owned
by CGC, for a total of 8,544,700 shares of ARROW $.001 par value common stock,
in exchange for 100% of the outstanding WAVES common stock, all of which is
currently owned by WAVES SHAREHOLDERS.
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1.03 Transfer of WAVES Shares. In exchange for the ARROW stock being
issued and transferred to WAVES SHAREHOLDERS as above described, WAVES
SHAREHOLDERS shall on the closing date and concurrent with such issuance of
ARROW's common stock, deliver to ARROW 100% of the outstanding common stock of
WAVES.
ARTICLE II
INDEMNIFICATION OF FINDER / NO AFFILIATE
2.01 Indemnification of Finder/Broker. Negotiations relative to this
Agreement and related transactions have been conducted with the assistance of
Capital General Corporation who is acting as a broker, finder and consultant on
behalf of both WAVES and ARROW. WAVES, ARROW and WAVES SHAREHOLDERS agree to
hold harmless and indemnify Capital General Corporation and its officers and
directors from any and all claim, demand, cause of action or suit raised or
filed in connection with the within Agreement or any related transaction or the
operation or promotion of WAVES and/or ARROW or the trading of their shares.
2.02 No Affiliate. All parties agree that after the exchange of shares
as provided above, that neither Capital General Corporation nor any of its
officers and directors have any ongoing or other business relationship with any
of the parties to this Agreement, or their officers, directors and promoters,
nor any family or other relationships with such, and therefore have no ability
to exercise any control or influence over the management and conduct of ARROW's
business and therefore are non affiliates of ARROW.
ARTICLE III
REPRESENTATIONS, AGREEMENTS AND WARRANTIES OF
WAVES SHAREHOLDERS AND WAVES
WAVES SHAREHOLDERS AND WAVES hereby represent, agree and warrant that:
3.01 Organization. WAVES is a corporation duly organized, validly
existing, and in good standing under the laws of Delaware, has all necessary
corporate powers to own its properties and to carry on its business as now owned
and operated by it, is duly qualified to do business and is in good standing in
any jurisdiction its business requires qualification.
3.02 Capital. The authorized capital stock of WAVES consists of 100
shares of common stock. All of the issued and outstanding shares are validly
issued, fully paid and nonassessable.
3.03 Subsidiaries. WAVES owns 100% of the following subsidiaries:
XD-LAB R&D, Inc., White Wolf Audio Video Electronics Systems and Radison
Acoustique, Inc.
3.04 Directors and Officers. Exhibit 3.04 to this Agreement contains
the names and titles of all directors and officers of WAVES as of the date of
this Agreement.
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3.05 Financial Statements. Exhibit 3.05 to this Agreement includes the
unaudited financial statements of WAVES as of March 31, 1999.
3.06 Absence of Changes. Since the date of WAVES's most recent
financial statements included in Exhibit 3.05 there have been no changes in its
financial condition or operations, except for changes in the ordinary course of
business.
3.07 Absence of Undisclosed Liabilities. As of the date of WAVES's most
recent balance sheet included in Exhibit 3.05 it did not have any material debt,
liability or obligation of any nature, whether accrued, absolute, contingent or
otherwise, and whether due or to become due, that is not reflected in such
balance sheet.
3.08 Tax Returns. Within the times and in the manner prescribed by law,
WAVES has filed all federal, state and local tax returns required by law, has
paid all taxes, assessments and penalties due and payable and has made adequate
provision on its most recent balance sheet for any unpaid taxes. There are no
present disputes as to taxes of any nature payable by WAVES.
3.09 Investigation of Financial Condition. Without in any manner
reducing or otherwise mitigating the representations contained herein, ARROW
and/or its attorneys shall have the opportunity to meet with accountants and
attorneys to discuss the financial condition of WAVES. WAVES shall make
available to ARROW and/or its attorneys all books and records of WAVES. If the
transaction contemplated hereby is not completed, all documents received by
ARROW and/or its attorneys shall be returned to WAVES and all information so
received shall be treated as confidential.
3.10 Patents, Trade Names and Rights. WAVES owns or holds all necessary
patents, trademarks, service marks, trade names, copyrights and other rights
necessary to the conduct or proposed conduct of its business.
3.11 Compliance with Laws. WAVES has complied with, and is not in
violation of, applicable federal, state or local statutes, laws and regulations
affecting its properties or the operation of its business.
3.12 Litigation. WAVES is not a party to, nor to the best of its
knowledge is there pending or threatened, any suit, action, arbitration or
legal, administrative or other proceeding, or governmental investigation
concerning its business, assets or financial condition. WAVES is not in default
with respect to any order, writ, injunction or decree of any federal, state,
local or foreign court or agency, nor is it engaged in any lawsuits to recover
monies due to it.
3.13 Authority. The Board of Directors of WAVES authorized the
execution of this Agreement and the consummation of the transactions
contemplated herein and has full power and authority to execute, deliver and
perform this Agreement.
3.14 Ability to Carry Out Obligations. The execution and delivery of
this Agreement by WAVES and the performance of its obligations hereunder in the
time and manner contemplated will not cause, constitute or conflict with or
result in (i) any breach of the provisions of any license, indenture, mortgage,
charter, instrument, certificate of incorporation, bylaw or other agreement or
instrument to which it is a party or by which it may be bound, nor will any
consents or authorizations of any party other
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than those hereto be required, (ii) an event that would permit any party to any
agreement or instrument to terminate it or to accelerate the maturity of any
indebtedness or other obligation, or (iii) an event that would result in the
creation or imposition of any lien, charge or encumbrance on any asset.
3.15 Full Disclosure. None of the representations and warranties made
by WAVES SHAREHOLDERS or WAVES herein or in any exhibit, certificate or
memorandum furnished or to be furnished by WAVES SHAREHOLDERS or WAVES, or on
either's behalf, contains or will contain any untrue statement of material fact,
or omits any material fact, the omission of which would be misleading.
3.16 Assets. WAVES has good and marketable title to all of its property
free and clear of any and all liens, claims or encumbrances except as may be
indicated in Exhibit 3.05.
3.17 Indemnification. WAVES SHAREHOLDERS and WAVES agree to defend and
hold ARROW and its officers and directors harmless against and in respect of any
and all claims, demands, losses, costs, expenses, obligations, liabilities or
damages, including interest, penalties and reasonable attorney's fees, that it
shall incur or suffer, which arise out of, result from or relate to any breach
of this Agreement or failure by WAVES SHAREHOLDERS or WAVES to perform with
respect to any of its representations, warranties or covenants contained in this
Agreement or in any exhibit or other instrument furnished or to be furnished
under this Agreement.
3.18 Authority to Exchange. As of the date of this Agreement, WAVES
SHAREHOLDERS hold 100% of the shares of WAVES common stock. Such shares are
owned of record and beneficially by WAVES SHAREHOLDERS and such shares are not
subject to any lien, encumbrance or pledge. WAVES SHAREHOLDERS hold authority to
exchange such shares pursuant to this Agreement.
3.19 Investment Intent. WAVES SHAREHOLDERS understand and acknowledge
that the shares of ARROW common stock offered for exchange or sale pursuant to
this Agreement are being offered in reliance upon the exemption from
registration requirements of the Securities Act of 1933, as amended (the "Act"),
pursuant to Section 4(2) of the Act and the rules and regulations promulgated
thereunder, for nonpublic offerings and make the following representations,
agreements and warranties with the intent that the same may be relied upon in
determining the suitability of WAVES SHAREHOLDERS as a purchaser of ARROW common
stock:
(a) The shares of ARROW common stock are being acquired solely for the
account of WAVES SHAREHOLDERS, for investment purposes only, and not with a view
to, or for sale in connection with, any distribution thereof, and with no
present intention of distributing or reselling any part of the ARROW common
stock acquired;
(b) WAVES SHAREHOLDERS agree not to dispose of their ARROW common stock
or any portion thereof unless and until counsel for ARROW shall have determined
that the intended disposition is permissible and does not violate the Act or any
applicable Federal or state securities laws, or the rules and regulations
thereunder;
(c) WAVES SHAREHOLDERS agree that the certificates evidencing the ARROW
common stock acquired pursuant to this Agreement will have a legend placed
thereon stating that they have not been registered under the Act or any state
securities laws and setting forth or referring to the restrictions on
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transferability and sale of the ARROW common stock, and that stop transfer
instructions shall be placed with the transfer agent for said certificate.
(d) WAVES SHAREHOLDERS acknowledge that ARROW has made all records and
documentation pertaining to ARROW common stock available to them and to their
qualified representatives, if any, and has offered such person or persons an
opportunity to ask questions and further discuss the proposed acquisition of
ARROW common stock, and any available information pertaining thereto, with the
officers and directors of ARROW, and that all such questions and information
requested have been answered by ARROW and its officers and directors to WAVES
SHAREHOLDERS satisfaction;
(e) WAVES SHAREHOLDERS have carefully evaluated their financial
resources and investment position and the risks associated with this transaction
and are able to bear the economic risks of this transaction; and they have
substantial knowledge and experience in financial, business and investment
matters and are qualified as sophisticated investors, and are capable of
evaluating the merits and risks of this transaction; and they desire to acquire
the ARROW common stock on the terms and conditions set forth;
(f) WAVES SHAREHOLDERS are able to bear the economic risk of an
investment in the ARROW common stock; and
(g) WAVES SHAREHOLDERS understand that an investment in the ARROW
common stock is not liquid and WAVES SHAREHOLDERS have no need for liquidity in
this investment.
3.20 Receipt of Relevant Information. WAVES SHAREHOLDERS and WAVES have
received from ARROW all financial and other information concerning ARROW and its
promoters, officers and directors, including, but not limited to Prospectus
dated June 30, 1993, and Annual Report on Form 10-K for the year ended December
31, 1998, as filed with the Securities and Exchange Commission, and all other
documents and information they have requested.
3.21 Public "Shell" Corporation. WAVES and WAVES SHAREHOLDERS are aware
that following transfer of ARROW'S PANORAMA stock pursuant to Section 1.01,
above, ARROW has no assets or liabilities, and that ARROW has public
shareholders and is a "shell" corporation, and further that public companies are
subject to extensive and complex state, federal and other regulations. Among
other requirements, WAVES SHAREHOLDERS and WAVES are aware that a Form 8-K must
be filed with the United States Securities and Exchange Commission within
fifteen days after closing which filing requires that audited financial
statements be filed within sixty days after the filing of the 8-K, and they
agree that such responsibility shall not be the responsibility of Capital
General Corporation, its officers, directors or employees nor the existing
officers of ARROW, but the sole responsibility of the new officers and directors
of ARROW. WAVES SHAREHOLDERS and WAVES are aware of the legal requirements and
obligations of public companies, understand that regulatory efforts regarding
public shell transactions similar to the transaction contemplated herein has
been and is currently being exerted by some states, the U.S. Securities and
Exchange Commission and the National Association of Securities Dealers, Inc.
(NASD), and are fully aware of their responsibilities, following closing, to
fully comply will all securities laws and regulations, and agree to do so.
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3.22 No Assurances or Warranties. WAVES SHAREHOLDERS and WAVES
acknowledge that there can be no assurance regarding the tax consequences of
this transaction, nor can there be any assurance that the Internal Revenue Code
or the regulations promulgated thereunder will not be amended in such manner as
to deprive them of any tax benefit that might otherwise be received. WAVES
SHAREHOLDERS and WAVES are relying upon the advice of their own tax advisors
with respect to the tax aspects of this transaction. No representations or
warranties have been made by ARROW, Capital General Corporation, or their
officers, directors, affiliates or agents, as to the benefits to be derived by
WAVES SHAREHOLDERS or WAVES in completing this transaction, nor have any of them
made any warranty or agreement, expressed of implied, as to the tax or
securities consequences of the transactions contemplated by this Agreement or
the tax or securities consequences of any action pursuant to or growing out of
this Agreement.
ARTICLE IV
REPRESENTATIONS, AGREEMENTS AND WARRANTIES OF ARROW
ARROW represents, agrees and warrants that:
4.01 Organization. ARROW is a corporation duly organized, validly
existing, and in good standing under the laws of Nevada, has all necessary
corporate powers to own properties and to carry on its business as now owned and
operated by it, is duly qualified to do business and is in good standing in each
of the jurisdictions where its business requires qualification.
4.02 Capital. The authorized capital stock of ARROW consists of
50,000,000 shares of $.001 par value common stock of which 5,580,700 shares are
currently issued and outstanding. All of the issued and outstanding shares are
validly issued, fully paid and nonassessable.
4.03 Subsidiaries. Other than Panorama, which is being divested from
ARROW as part of this Agreement, ARROW has no subsidiaries and does not own any
interest in any other enterprise, whether or not such enterprise is a
corporation.
4.04 Directors and Officers. Exhibit 4.04 to this Agreement contains
the names and titles of all officers and directors of ARROW as of the date of
this Agreement.
4.05 Financial Statements. Exhibit 4.05 to this Agreement includes
ARROW's audited financial statements as of December 31, 1998. The financial
statements have been prepared in accordance with generally accepted accounting
principles and practices consistently followed throughout the period indicated
and fairly present the financial position of ARROW as of the dates of the
balance sheets included in the financial statements and the results of
operations for the periods indicated.
4.06 Absence of Changes. Since the date of ARROW's most recent
financial statements, there has not been any change in its financial condition
or operations except for changes in the ordinary course of business and as
described in this Agreement.
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4.07 Absence of Undisclosed Liabilities. As of the date of ARROW's most
recent balance sheet, included in Exhibit 4.05, it did not have any material
debt, liability or obligation of any nature, whether accrued, absolute,
contingent or otherwise, and whether due or to become due, that is not reflected
in such balance sheet.
4.08 Tax Returns. Within the times and in the manner prescribed by law,
ARROW has filed all federal, state or local tax returns required by law, has
paid all taxes, assessments and penalties due and payable and has made adequate
provision on its most recent balance sheet for any unpaid taxes. There are no
present disputes as to taxes of any nature payable by ARROW.
4.09 Investigation of Financial Condition. Without in any manner
reducing or otherwise mitigating the representations contained herein, WAVES and
WAVES SHAREHOLDERS shall have the opportunity to meet with ARROW's accountants
and attorneys to discuss the financial condition of ARROW. ARROW shall make
available to WAVES and WAVES SHAREHOLDERS all books and records of ARROW.
4.10 Patents, Trade Names and Rights. ARROW does not use any patents,
trade marks, service marks, trade names or copyrights in its business.
4.11 Compliance with Laws. ARROW has complied with, and is not in
violation of, applicable federal, state or local statutes, laws and regulations
affecting its properties or the operation of its business.
4.12 Litigation. ARROW is not a party to, nor to the best of its
knowledge is there pending or threatened, any suit, action, arbitration or
legal, administrative or other proceedings, or governmental investigation
concerning its business, assets or financial condition. ARROW is not in default
with respect to any order, writ, injunction or decree of any federal, state
local or foreign court or agency, nor is it engaged in, nor does it anticipate
it will be necessary to engage in, any lawsuits to recover money or real or
personal property.
4.13 Authority. The Board of Directors of ARROW has authorized the
execution of this Agreement and the transactions contemplated herein, and it has
full power and authority to execute, deliver and perform this Agreement.
4.14 Ability to Carry Out Obligations. The execution and delivery of
this Agreement by ARROW and the performance of its obligations hereunder will
not cause, constitute, conflict with or result in (i) any breach of the
provisions of any license, indenture, mortgage, charter, instrument, certificate
of incorporation, bylaw or other agreement or instrument to which it is a party
or by which it may be bound, nor will any consents or authorizations of any
party other that those hereto be required, (ii) an event that would permit any
party to any agreement or instrument to terminate it or to accelerate the
maturity of any indebtedness or other obligation, or (iii) an event that would
result in a creation or imposition of any lien, charge or encumbrance on any
asset.
4.15 Full Disclosure. None of the representations and warranties made
by ARROW herein or in any exhibit, certificate or memorandum furnished or to be
furnished by ARROW, or on its behalf, contains or will contain any untrue
statement of material fact, or omits any material fact, the omission of which
would be misleading.
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4.16 Validity of ARROW Shares. The shares of ARROW $.001 par value
common stock to be issued pursuant to this Agreement will be duly authorized,
validly issued, fully paid and nonassessable under Nevada law.
4.17 Indemnification. ARROW agrees to defend and hold WAVES
SHAREHOLDERS and WAVES and its officers and directors harmless against and in
respect of any and all claims, demands, losses, costs, expenses, obligations,
liabilities or damages, including interest, penalties and reasonable attorney's
fees, that it shall incur or suffer, which arise out of, result from or relate
to any breach of this Agreement or failure by ARROW to perform with respect to
any of its representations, warranties or covenants contained in this Agreement
or in any exhibit or other instrument furnished or to be furnished under this
Agreement.
ARTICLE V
ACTIONS PRIOR TO CLOSING
5.01 Investigative Rights. Prior to the Closing Date each party shall
provide to the other parties, including the parties' counsel, accountants and
other authorized representatives, full access during normal business hours (upon
reasonable advance written notice) to such parties' books and records.
5.02 Conduct of Business. Prior to the Closing Date, each party shall
conduct its business in the normal course and shall not see, pledge or assign
any assets, without the prior written approval of the other parties. No party
shall amend its certificate of incorporation or bylaws, declare dividends,
redeem or sell stock or other securities, incur additional liabilities, acquire
or dispose of fixed assets, change employment terms, enter into any material or
long-term contract, guarantee obligations of any third party, settle or
discharge any balance sheet receivable for less that its stated amount, pay more
on any liability that its stated amount or enter into any other transaction
other than in the regular course of business.
ARTICLE VI
CLOSING
6.01 Closing. The closing (the "Closing") of this transaction shall be
held at the offices of ARROW, or such other place as shall be mutually agreed
upon, on or before November 19, 1999. (the "Closing Date"):
(a) CGC shall deliver to ARROW the certificates representing 3,094,700
shares of $.001 par value common stock of ARROW.
(b) ARROW shall deliver to CGC the certificates representing 4,790,700
shares of $.001 par value common stock of PANORAMA.
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(c) ARROW shall deliver to WAVES SHAREHOLDERS the certificates
representing 3,094,700 shares of $.001 par value common stock of ARROW formerly
owned by CGC, and shall issue 5,450,000 shares of its $.001 par value common
stock in a certificate or certificates representing such shares.
(d) WAVES SHAREHOLDERS shall deliver to ARROW the certificates
representing 100% of the shares of WAVES common stock.
(e) ARROW shall deliver a signed consent or minutes of its Board of
Directors, approving this Agreement and authorizing the matters set forth
herein;
(f) WAVES shall deliver a signed consent or minutes of its Board of
Directors approving this Agreement and authorizing the matters set forth herein;
(g) ARROW's existing Board of Directors will (i) elect new directors,
as named by WAVES SHAREHOLDERS to act as officers and directors of ARROW in the
capacities set forth in Exhibit 6.01 and (ii) the two current directors will
resign their positions with ARROW effective the Closing Date.
ARTICLE VII
MISCELLANEOUS
7.01 Captions and Headings. The article and paragraph headings
throughout this Agreement are for convenience and reference only and shall not
be deemed to define, limit or add to the meaning of any provision of this
Agreement.
7.02 No Oral Change. This Agreement may not be changed or modified
except in writing signed by the party against whom enforcement of any change or
modification is sought.
7.03 Non-Waiver. Except as otherwise expressly provided herein, no
waiver of a covenant, condition or provision of this Agreement shall be deemed
to have been made unless executed in writing and signed by the party against
whom such waiver is charged. The failure of any party to insist in any one or
more cases upon the performance of any covenant, condition or provision of this
Agreement shall not be construed as a waiver or relinquishment for the future of
any such covenant, condition or provision. No waiver by any party of one breach
by the other shall be construed as a waiver with respect to a subsequent breach.
7.04 Time of Essence. Time is of the essence of this Agreement and of
each and every provision hereof.
7.05 Entire Agreement. This Agreement contains the entire agreement and
understanding between the parties and supersedes all prior agreements and
understandings.
7.06 Choice of Law/Arbitration. This Agreement and its application,
shall be governed under the laws of the State of Nevada. Any and all disputes
and controversies of every kind and nature between the parties hereto arising
out of or relating to this Agreement relating to the existence, construction,
validity, interpretation or meaning, performance, non-performance, enforcement,
operation, breach,
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continuance or termination thereof shall be subject to an arbitration mutually
agreeable to the parties or, in the absence of such mutual agreement, then
subject to arbitration in accordance with the rules of the American Arbitration
Association. It is the intent of the parties hereto and the purpose of this
provision to make the submission to arbitration of any dispute or controversy
arising hereunder an express condition precedent to any legal or equitable
action or proceeding of any nature whatsoever.
7.07 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which when
taken together shall constitute one and the same instrument.
7.08 Notices. All notices, requests, demands, and other communications
under this Agreement shall be in writing and shall be deemed to have been given
on the date of service if served personally on the party to whom notice is to be
given, or on the third day after mailing if mailed to the party to whom notice
is to be given, by first class mail, registered or certified, postage prepaid,
and properly addressed as follows:
ARROW: CGC:
1800 E. Sahara, Suite 107 8661 S. Highland Drive, #150
Las Vegas, Nevada 89104 Salt Lake City, Utah 84093
WAVES and WAVES SHAREHOLDERS:
2500 Daniel-Johnson, Suite 1007
Laval, Quebec, Canada H7T 2P6
7.09 Expenses. The parties will pay their own legal, accounting and
other expenses incurred in connection with this Agreement.
7.10 Survival of Representations and Warranties. The representations,
warranties and covenants set forth in this Agreement or in any instrument,
certificate, opinion or other writing provided for in it, shall survive the
Closing Date.
7.11 Further Documents. The parties agree to execute any and all other
documents and to take such other action or corporate proceedings as may be
necessary or desirable to carry out the terms hereof.
IN WITNESS WHEREOF, the parties have executed this Agreement the date
first above written.
Arrow Management, Inc.
------------------------
By: Krista Nielson, President
Capital General Corporation
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-------------------------
By: Krista Nielson, President
W-Waves USA Inc.
------------------------
By: __________________________, President
Shareholders of W-Waves USA Inc.:
Vision Management Services, Ltd.
-------------------------
By: its agent and attorney in fact:
Andre' R. Dorais
-------------------------
Corinne Lewin
Capital CVS Ltee
-------------------------
By: Robert Veronneau, President
Hallsbury Enterprises, Ltd.
-------------------------
By:
Bear Bay Management (Caribbean) Inc.
-------------------------
By: Armondo Ferrucci
9082-8369 Que, Inc.
14
<PAGE>
-------------------------
By: Valois Routhier, President
Fiducie Famille Curtis
-------------------------
By: Mike Curtis, Trustee
Chippawa Trade Limited
-------------------------
By: Carlton Directors, Ltd.
By:
Bear Bay Europe(Luxembourg)
-------------------------
By: Guy Courcelle
15
<PAGE>
EXHIBIT B
RESIGNATIONS
November 19, 1999
The Board of Directors
Arrow Management, Inc.
Ladies and Gentlemen:
The undersigned hereby resign as directors and officers of Arrow
Management, Inc., a Nevada corporation, effective immediately.
Very truly yours,
s\ Krista Nielson
Krista Nielson
s\ Sasha Belliston
Sasha Belliston
16
