AGREEMENT AND PLAN OF REORGANIZATION
BY AND BETWEEN PIRANHA, INC. AND JJT, INC.
THIS AGREEMENT AND PLAN OF REORGANIZATION is made and entered into as
of the 1st day of November, 2000, by and between Piranha, Inc., a Delaware
corporation ("Buyer") and JJT, Inc., a Texas corporation ("Seller"), and joined
in by John T. Stokes and Janet C. Stokes, the majority stockholders of Seller.
WITNESSETH:
WHEREAS, the parties wish to effect a reorganization whereby Buyer will
acquire all of the business, properties and assets of Seller subject to certain
of Seller's liabilities in exchange for 50,000 shares of Buyer Common Stock, par
value $.001 per share;
WHEREAS FURTHER, the Board of Directors and stockholders of Seller have
approved of a Plan of Liquidation and Dissolution pursuant to which the shares
of Buyer's Common Stock received by Seller hereunder will be distributed by
Seller to its stockholders in exchange for and in complete cancellation and
retirement of its issued and outstanding stock and in complete liquidation of
Seller followed by the dissolution of Seller immediately thereafter; and
NOW, THEREFORE, in consideration of the mutual covenants,
representations, warranties and agreements set forth herein, and intending to be
legally bound hereby, the parties hereby agree as follows:
1. PURCHASE AND SALE OF ASSETS.
(a) At the Closing on the Closing Date (as hereinafter defined) Seller
shall sell, transfer, convey and assign to Buyer and Buyer shall acquire from
Seller solely in exchange for shares of Buyer Common Stock, all of the business,
properties and assets of Seller of every kind, character, nature and
description, tangible or intangible, wherever situated, including, without
limitation, contracts, contract rights, patents, franchises, licenses,
copyrights, trademarks, trade names, service marks, choses in action, accounts
receivable, prepaid items, leaseholds and leasehold improvements, fixtures,
equipment, insurance policies, inventory, raw materials, supplies, causes of
action, books and records, goodwill, cash on hand and cash equivalents and the
right to use its present corporate name and any substantially similar name.
(b) On the Closing Date Buyer shall issue and deliver to Seller in
exchange for the business, properties and assets of Seller as set forth in P.
1(a) above, 50,000 shares of Buyer Common Stock, par value $.001 per share, all
of which shares shall be voting shares, it being intended by the parties hereto
that such exchange be a tax-free reorganization within the meaning of Section
368(a)(1)(C) of the Internal Revenue Code.
(c) On the Closing Date Buyer shall assume the following liabilities or
obligations of Seller and no others, it being understood that no additional
liabilities or obligations are being assumed.
(i) All corporate debt to City National Bank of Taylor,
Taylor, Texas.
(ii) All obligations to the United States Small Business
Administration.
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(iii) All obligations that are secured by UCC-1 financing
statements filed either with the State of Texas or the County
of Williamson Recorder of Deeds office.
(iv) The employment (without contracts, it being understood
that Buyer is not and will not honor any of Seller's existing
employment contracts) of John T. Stokes, Janet C. Stokes, John
R. Stokes, Marian Clarke, Tomi Aguirre, Angie Becker, Tim
Feeley, Kim Hiserote, Linda Hiserote, Donna Johnston, Jennifer
Kister, Michelle Kuzov, Nora Lockshin, Jason Lovelace, Ann
McWhirter, Kathleen Meko, Allison Ross and Kyle Snodgrass.
(v) All liabilities for state and federal taxes including
withholding taxes, excise taxes, income taxes, property taxes
and business licenses.
(vi) All obligations under contracts for the provision of
services in the ordinary course of Seller's business and
operations, including the contracts with Motorola, Inc., The
State of Arkansas, Texas Instruments, Inc., the National
Institute of Health and the Library of Congress.
(vii) All obligations for premiums under insurance policies.
(d) Buyer and Seller hereby undertake and agree to file timely any
information that may be required to be filed under the regulations of the
Internal Revenue Service in connection with the consummation of the transactions
set forth in this Agreement.
2. LIQUIDATION AND DISSOLUTION OF SELLER.
(a) Promptly after receipt thereof, Seller shall distribute to its
stockholders, in complete liquidation of Seller and in exchange for and in
complete cancellation and redemption of their shares of Seller Common Stock, the
shares of Buyer Common Stock received by Seller pursuant to P. 1 of this
Agreement. The shares of Buyer Common Stock so received by Seller shall be
reissued as follows: Janet C. Stokes-25,500 shares; John T. Stokes-3,975 shares;
John R. Stokes-12,500 shares; Laussade Trust-7,500 shares; Carlton Andrews-500
shares; Donna Johnston-25 shares.
(b) Following said distribution, Seller shall dissolve and wind up its
affairs after which time Seller shall not engage in any further business.
3. CLOSING.
(a) Unless otherwise agreed, the closing of the transactions set forth in
P. 1 hereof shall take place at the offices of Buyer on November 1, 2000
("Closing Date").
(b) At the Closing on the Closing Date Buyer shall deliver to Seller a
certificate for 50,000 shares of Buyer Common Stock, par value $.001 per share.
(c) At the closing on the Closing Date Seller shall deliver to Buyer:
(i) all corporate minute books, contracts, and other records
of Seller of whatsoever nature, including without limitation,
all intellectual property of Seller.
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(ii) all documents evidencing the liabilities and obligations
of Seller assumed by Buyer pursuant to P. 1(c) above.
(iii) a listing of all employees of Seller together with all
payments due them in connection with their employment with
Seller.
(iv) a copy of all UCC financing statements that have been
executed by Seller since its incorporation.
(v) a copy of the resolutions adopted by the Board of
Directors and stockholders of Seller authorizing this
Agreement and the liquidation and dissolution of Seller as
described in P. 2 above.
(VI) A BILL OF SALE IN THE FORM ATTACHED HERETO AS EXHIBIT A
executed by the President and Secretary of Seller.
(vii) the consents of third parties referred to inP. 4(i)
below.
(viii) such other documents as Buyer shall reasonably request
in order to effectuate the terms and conditions of this
Agreement.
4. REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF SELLER, JOHN T. STOKES
AND JANET C. STOKES. Seller, John T. Stokes and Janet C. Stokes hereby jointly
and severally represent, warrant and agree with Buyer as follows:
(a) Seller is a corporation duly organized, validly existing and in
good standing under the laws of the State of Texas. Seller has all requisite
corporate power and authority to own, operate and lease the properties and
assets it now owns, operates and leases and to carry on its business as
presently conducted. Seller is duly qualified to transact business as a foreign
corporation and is in good standing in all jurisdictions where such
qualification is required by reason of the nature of the properties and assets
currently owned, operated or leased by it or the business currently conducted by
it, except for such jurisdictions where the failure to be so qualified would not
have a material adverse effect on its business and operations taken as a whole.
(b) Neither Seller's Certificate of Incorporation nor its By-Laws have
been amended since its date of incorporation except to change the name of the
Seller to its current name. The stock split referred to in Seller's minutes of
August 26, 1997 was never consummated.
(c) Seller has an authorized capitalization consisting of 1,000 shares
of Common Stock, par value $1.00 per share, of which 1,000 shares are issued and
outstanding. All such shares are validly issued, fully paid and non-assessable.
There are no outstanding options, warrants, contracts, calls, conversion rights
or commitments relating to any other Seller shares of Common Stock.
(d) The stockholders of Seller are Janet C. Stokes; John R. Stokes;
John T. Stokes; Laussade Trust; Carlton Andrews and Donna Johnston. The
stockholders of Seller own such shares, of record and beneficially, and have
valid and marketable title to the Shares, free and clear of any claims, liens or
encumbrances and have full right, power and authority to sell, assign and
transfer the Shares without the consent or approval of any other person or
entity.
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(e) Seller has full corporate power and authority to execute and
deliver this Agreement and to consummate the transactions contemplated hereby.
The execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby have been duly approved by the stockholders and
the Board of Directors of Seller, and no other proceeding on the part of the
Seller is necessary to approve and authorize the execution and delivery of this
Agreement or the consummation of the transactions contemplated hereby.
(f) This Agreement has been duly executed and delivered by Seller, John
T. Stokes and Janet C. Stokes and constitutes their valid and binding Agreement,
enforceable in accordance with its terms, except to the extent that
enforceability may be limited by applicable bankruptcy, reorganization,
insolvency, moratorium or other laws affecting the enforcement of creditors'
rights generally and by general principles of equity, regardless of whether such
enforceability is considered in a proceeding in law or in equity.
(g) Except as set forth on Schedule 4(g) attached hereto the Seller has
no employment contracts that are outstanding and binding upon the Seller. Seller
is current with all payments due under all of such contracts except for the
contract with Roger Thompson of which Buyer has previously been advised and
there are no agreements, whether written or oral, binding upon the Seller to
increase any payments thereunder or to compensate any of the employees referred
to therein in any additional manner whatsoever. There are no accrued and unpaid
bonuses or accrued and unpaid salaries or other benefits due any of such
employees or any other Seller employees. Seller agrees to cancel all employment
contracts prior to the Closing.
(h) Seller has all approvals, authorizations, consents, licenses,
orders, registrations or permits of all governmental regulatory agencies,
whether federal, state or local, required for its business as presently or
proposed to be conducted.
(i) Except as set forth on Schedule 4(i) attached hereto, the execution
and delivery of this Agreement and the consummation of the transactions
contemplated hereby will not: (i) violate or conflict with any provision of the
Certificate of Incorporation or By-Laws of Seller, (ii) breach, violate or
constitute an event of default (or an event which with the lapse of time or the
giving of notice or both would constitute an event of default) under, give rise
to any right of termination, cancellation, modification or acceleration under,
or require any consent or the giving of any notice under, any note, bond,
indenture, mortgage, security agreement, lease, license, franchise, permit,
agreement or other instrument or obligation to which Seller is a party, or by
which Seller or any of its properties or assets may be bound, or result in the
creation of any lien, claim or encumbrance or other right of any third party of
any kind whatsoever upon the properties or assets of Seller pursuant to the
terms of any such instrument or obligation, (iii) violate or conflict with any
law, statute, ordinance, code, rule, regulation, judgment, order, writ,
injunction, decree or other instrument of any federal, state, local or foreign
court or governmental or regulatory body, agency or authority applicable to
Seller or by which any of its properties or assets may be bound, or (iv)
require, on the part of Seller, any filing or registration with, or permit,
license, exemption, consent, authorization or approval of, or the giving of any
notice to, any governmental or regulatory body, agency or authority, other than
any filing, registration, permit, license, exemption, consent, authorization,
approval or notice.
(j) Seller has filed all required federal, state and local tax returns,
has paid or accrued all taxes shown thereon, including all employment and
unemployment taxes, and has made all required deposits and prepayments with
respect thereto. Seller has withheld all amounts from its employees and other
persons with regard to which amounts are required to be withheld under the tax,
social security, unemployment and other withholding provisions of all federal,
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state, local and foreign. For purposes of this Agreement, "taxes" mean and
include any and all United States, state, local, foreign or other income, sales,
use, withholding, employment, payroll, social security, property taxes and all
other taxes of any kind, deficiencies, fees or other governmental charges,
including, without limitation, any installment payment for taxes and
contributions or other amounts determined with respect to compensation paid to
directors, officers, employees or independent contractors from time to time
imposed by or required to be paid to any governmental authority (including
penalties and additions to tax thereon, penalties for failure to file a return
or report, and interest on any of the foregoing).
(k) All fixed assets, equipment, personal property and other assets
owned by Seller are fully paid for and there are no outstanding conditional
sales contracts, mortgages or other liens or encumbrances on any of said
property. Seller has good and valid title to all personal property, whether
tangible or intangible, owned by it free and clear of all liens or encumbrances
of any kind whatsoever.
(l) Except as set forth on Schedule 4(l) attached hereto, there are no
suits, actions, claims, proceedings (including, without limitation, arbitral or
administrative proceedings) or investigations pending or, to the knowledge of
Seller, John T. Stokes and Janet C. Stokes, threatened against Seller or its
properties, assets or business or, to the knowledge of Seller, John T. Stokes
and Janet C. Stokes, pending or threatened against any of the officers,
directors, employees, agents or consultants of Seller in connection with the
business of Seller. There are no such suits, actions, claims, proceedings or
investigations pending against Seller, or, to the knowledge of Seller, John T.
Stokes and Janet C. Stokes, threatened against Seller challenging the validity
or propriety of the transactions contemplated by this Agreement. There is no
judgment, order, injunction, decree or award (whether issued by a court, an
arbitrator or an administrative agency) to which the Seller is a party, or
involving its properties, assets or business, which is unsatisfied or which
requires Seller's continuing compliance.
(m) Seller owns all patents, copyrights, trademarks, tradenames and
other intellectual property necessary for the operation of its business as
presently conducted.
(n) There are no controversies pending or threatened between Seller and
any of its present or past employees or representatives of any such employees
with respect to employment, compensation, hours, working conditions, benefits or
otherwise.
(o) Seller is not liable as a guarantor or surety in connection with
the obligation of any other person, partnership, corporation or other entity and
no person has the power to confess judgment against Seller.
(p) Seller is not a party to, or subject to (i) any contract,
arrangement or understanding, or series of related contracts, arrangements or
understandings, which involves annual expenditures or receipts of more than
$1,000 other than the contracts described in P. 1(c) above; (ii) any note,
indenture, credit facility, mortgage, security agreement or other contract,
arrangement or understanding relating to or evidencing indebtedness for money
borrowed or a security interest or mortgage in its assets other than those
described in P. 1(c) above; (iii) any guaranty; (iv) any contract, arrangement
or understanding relating to the acquisition, issuance or transfer of any
securities; (v) any contract, arrangement or understanding relating to the
acquisition, transfer, distribution, use, development, sharing or license of any
technology or intellectual property rights; (vi) any contract, arrangement or
understanding granting to any person the right to use any of its property or
property rights; (vii) any contract, arrangement or understanding restricting
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its right to (A) engage in any business activity or compete with any business,
or (B) develop or distribute any technology or (viii) any contract, arrangement
or understanding relating to the employment of, or the performance of services
of, any employee, consultant or independent contractor and pursuant to which it
is required to pay more than $1,000 per year.
(q) Except as set forth on Schedule 4(q) attached hereto Seller does
not have any liability, indebtedness, obligation, expense, claim, deficiency,
guaranty or endorsement of any type (other than as described in P. 1(c) above)
in excess of $1,000 individually or $10,000 in the aggregate, whether accrued,
absolute, contingent, matured, unmatured or otherwise.
(r) The seller does not own any real property. Except as set forth on
Schedule 4(r) attached hereto, the Seller does not lease or have any leasehold
interests in any real property. All such leases are in full force and effect and
any necessary consents to this Agreement will be obtained and delivered to Buyer
at the Closing.
(s) Seller is not a party to nor bound by any collective bargaining
agreements; any agreements that contain any severance pay or post-employment
liabilities or obligations; any bonus, deferred compensation, pension, profit
sharing or retirement plans or any other employee benefit plans or arrangements;
any employment contracts other than those disclosed in this Agreement; any
fidelity or surety bond or completion bond or any contract of indemnification.
(t) Except as set forth on Schedule 4(t) attached hereto Seller does
not have any contracts for insurance of any nature whatsoever.
(u) Seller shall use all reasonable efforts to obtain the consents,
waivers and approvals under any of its contracts that are required or deemed by
the Buyer necessary in order to consummate the transactions set forth in this
Agreement.
(v) From the date hereof and through the Closing Date the Seller shall
not without the prior written consent of the Buyer:
(A) engage in any transaction except in the ordinary course or
business.
(B) make any capital expenditure in excess of $1,000 in the
aggregate.
(C) authorize or effect any change in its Certificate of
Incorporation or By-laws.
(D) grant any stock options, rights or warrants, or issue,
sell, authorize for issuance or otherwise dispose of any of
its capital stock.
(E) sell, lease, encumber or dispose of, or otherwise agree to
sell, lease encumber or otherwise dispose of, any of its
assets.
(F) declare, set aside or pay any dividend or distribution
with respect to its capital stock, whether in cash or
otherwise.
(G) split, combine or reclassify any of its capital stock or
redeem, repurchase or otherwise acquire any of its capital
stock.
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(H) acquire or agree to acquire by merger or consolidation or
by purchase of assets, any business of any person,
corporation, partnership or other entity.
(I) incur or commit to any capital expenditure other than
expenditures consistent with past practices in the ordinary
course of business.
(J) make any loans, advances or capital contributions to, or
investments in, any any person, corporation, partnership or
other entity; pay, discharge or satisfy any claims,
liabilities or obligations (whether absolute, accrued,
unasserted, contingent or otherwise), other than payments,
discharges or satisfactions incurred or committed to in the
ordinary course of business consistent with past practices; or
create, incur, assume or suffer to exist any indebtedness,
issuances of debt securities, guarantees, security interests,
loans or advances not in existence as of the date of this
Agreement.
(K) make any change in the employment terms for any of its
officers, directors, employees, or consultants.
(L) resolve or commit to resolve, whether in writing or
otherwise, to write-off as uncollectible any accounts
receivable.
All of the foregoing representations, warranties and agreements shall
survive the Closing Date.
5. REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF BUYER. Buyer hereby
represents, warrants and agrees with Seller as follows:
(a) The shares of Common Stock to be delivered hereunder shall be when
issued, duly authorized, fully paid and nonassessable shares of voting Buyer
Common Stock.
(b) This Agreement has been duly executed and delivered by Buyer and
constitutes its valid and binding Agreement, enforceable in accordance with its
terms, except to the extent that enforceability may be limited by applicable
bankruptcy, reorganization, insolvency, moratorium or other laws affecting the
enforcement of creditors' rights generally and by general principles of equity,
regardless of whether such enforceability is considered in a proceeding in law
or in equity.
(c) For a period of 90 days from and after the Closing Date all
employee salaries shall be frozen at their current levels. The salary of John R.
Stokes shall convert to $75,000 per annum commencing on the Closing Date.
(d) Commencing 90 days after the closing date employee salaries shall
be as set forth on EXHIBIT B attached hereto.
All of the foregoing representations, warranties and agreements shall
survive the Closing Date.
6. FEES AND EXPENSES. Each party hereto shall bear and pay all of their
own fees, costs and expenses relating to the transactions contemplated by this
Agreement, including, without limitation, the fees and expenses of their
respective counsel, accountants, brokers and financial advisors.
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7. CONDITIONS TO CLOSING. The obligation of Buyer to consummate the
transactions set forth herein are subject to the following conditions:
(a) The representations and warranties of Seller, John T. Stokes and
Janet C. Stokes made herein are true and correct as of the Closing Date.
(b) Seller shall have complied with all covenants and agreements
required to have been complied with by the Closing Date.
(c) All deliveries at Closing are satisfactory in form and content to
Buyer.
(d) All contracts set forth in P. 1(c)(vi) remain in full force and
effect.
(e) All necessary consents and approvals to the transactions set forth
in this Agreement shall have been received and delivered to Buyer.
(f) There shall have been no material adverse change in the business,
operations or financial condition of Seller since the date hereof.
8. MISCELLANEOUS PROVISIONS.
(a) WAIVER. Except as otherwise provided in this Agreement, any failure
of any of the parties to comply with any obligation, covenant or agreement
contained herein may be waived only by a written notice from the party or
parties entitled to the benefits thereof. No failure by any party hereto to
exercise, and no delay in exercising, any right hereunder, shall operate as a
waiver thereof, nor shall any single or partial exercise of any right hereunder
preclude any other or future exercise of that right by that party.
(b) NOTICES. All notices and other communications hereunder shall be
deemed given if given in writing and delivered personally, by registered or
certified mail, return receipt requested, postage prepaid, or by overnight
courier to the party to receive the same at its respective address (or at such
other address as may from time to time be designated by such party to the others
in accordance with this subsection).
(c) ASSIGNMENT. This Agreement and all of the provisions hereof shall
be binding upon and inure to the benefit of the parties hereto and their
respective successors, heirs, administrators, executors and personal
representatives and permitted assigns. Neither this Agreement nor any rights,
duties or obligations hereunder shall be assigned by any party hereto without
the prior written consent of the other parties hereto, except that vested rights
to receive payment or to initiate legal action with respect to causes of action
that have accrued hereunder shall be assignable by devise, descent or operation
of law.
(d) COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
(e) HEADINGS. The headings contained in this Agreement are solely for
convenience of reference, are not part of the agreement of the parties and shall
not be used in construing this Agreement or in any way affect the meaning or
interpretation of this Agreement.
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(f) ENTIRE AGREEMENT. This Agreement, and the certificates and other
instruments and documents delivered pursuant hereto, together with the other
agreements referred to herein and to be entered into pursuant hereto, embody the
entire agreement of the parties hereto in respect of, and there are no other
agreements or understandings, written or oral, among the parties relating to,
the subject matter hereof. This Agreement supersedes all prior agreements and
understandings, written or oral, between the parties with respect to such
subject.
(g) GOVERNING LAW. The parties hereby agree that this Agreement, and
the respective rights, duties and obligations of the parties hereunder, shall be
governed by and construed in accordance with the laws of the State of Illinois.
Each of the parties hereby (i) irrevocably consents and agrees that any legal or
equitable action or proceeding arising under or in connection with this
Agreement shall be brought exclusively in the Federal or state courts sitting in
Chicago, Illinois, and any court to which an appeal may be taken in any such
litigation, and (ii) by execution and delivery of this Agreement, irrevocably
submits to and accepts, with respect to any such action or proceeding, for
itself and in respect of its properties and assets, generally and
unconditionally, the jurisdiction of the aforesaid courts, and irrevocably
waives any and all rights such party may now or hereafter have to object to such
jurisdiction.
(h) INDEMNIFICATION. John T. Stokes and Janet C. Stokes hereby agree to
indemnify and hold harmless Buyer, its employees, agents, consultants and
attorneys (herein, the "Indemnified Parties") from and against any loss,
expense, damage or injury suffered or sustained by any of the Indemnified
parties by reason of any breach or alleged breach of the terms, representations,
warranties or covenants of this Agreement or by reason of any breach or alleged
breach of the terms of any other agreement between the parties entered into in
furtherance of this Agreement, including, but not limited to any judgment,
award, settlement, attorneys' fees and other costs or expenses incurred in
connection with the bringing of any lawsuit for any breach or alleged breach of
this Agreement or incurred in connection with the defense of any actual or
threatened action, proceeding or claim arising, directly or indirectly, as a
result of the breach of this Agreement.
(i) SEVERABILITY. In any case one or more of the provisions contained
in this Agreement should be invalid, illegal or unenforceable in any respect in
any jurisdiction, the validity, legality and enforceability of such provision or
provisions shall not in any way be affected or impaired thereby in any other
jurisdiction and the validity, legality and enforceability of the foregoing
provisions contained herein and therein shall not in any way be otherwise
affected or impaired thereby.
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(J) BROKERAGE COMMISSIONS. The parties agree that there is no
commission due any broker or finder in connection with this Agreement or the
transactions contemplated herein.
IN WITNESS WHEREOF, the parties have executed this Agreement on the day
and year first above written.
JJT, Inc.
By:
Piranha, Inc.
By:
John T. Stokes
Janet C. Stokes
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EXHIBIT B
John T. Stokes $130,000
Janet C. Stokes $ 90,000
Kim Hiserote $ 90,000
Linda Hiserote $ 90,000
John R. Stokes $ 75,000
Tim Feeley $ 71,760
Allison Ross $ 35,000
Donna Johnston $ 32,000
Jennifer Kister $ 29,000
Angie Becker $ 28,000
Michelle Kuzov $ 26,500
Kyle Snodgrass $ 24,000
Tomi Aguirre $ 22,880
Marian Clarke $ 22,500
Nora Lockshin $ 20,800
Jason Lovelace $ 20,800
Ann McWhirter $ 5,720
Kathleen Meko $ 5,720
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EXHIBIT A
ASSIGNMENT AND BILL OF SALE
JJT, INC. PIRANHA, INC.
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Assignor Assignee
WHEREAS, Assignor wishes to sell to Assignee all of its business,
properties and assets;
WHEREAS, Assignor and Assignee have entered into an agreement, dated
November 1, 2000 ("Agreement"), providing for such sale;
NOW, THEREFORE, KNOW ALL MEN BY THESE PRESENTS, that in pursuance to
the Agreement, Assignor does hereby bargain, sell, assign, transfer and set over
unto Assignee, its successors and assigns, all of the business, properties and
assets of Assignor of every kind, character, nature and description, tangible or
intangible, wherever situated, including, without limitation, contracts,
contract rights, patents, franchises, licenses, copyrights, trademarks, trade
names, service marks, choses in action, accounts receivable, prepaid items,
leaseholds and leasehold improvements, fixtures, equipment, insurance policies,
inventory, raw materials, supplies, causes of action, books and records,
goodwill, cash on hand and cash equivalents and the right to use its present
corporate name and any substantially similar name, including, but limited to the
following and not in limitation of the foreoing:
All software, hardware, computers and computer peripherals, supplies
and accessories;
All land, buildings, structures, fixtures, engines, machinery,
appliances, tools, dies, jigs, apparatus and equipment of every kind,
class and description;
All raw materials, supplies, finished products and materials and goods
in process of manufacture;
All patents, inventions, processes, formulae and all rights, interests
and claims in, to, or under any thereof;
All right to use the phrase "JJT, Inc." or "JJT, Incorporated" or any
variation thereof;
All cash on hand or deposits in banks and all other cash assets;
All shares of stock in other corporations or other securities and any
and all beneficial interest in which the Assignor may have in any
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property or properties; All bills, notes and accounts receivable, and
any and all sums of money due or to become due by reason thereof,
customers' lists, prepaid taxes, deferred charges, leases, unexpired
insurance and all accounts and contracts, including existing contracts
and orders and any and all choses in action, claims and demands of
whatsoever nature;
All account books, manufacturing books, accounts and data on costs;
All automobiles, trucks and other vehicles;
All other rights, claims, demands, property, assets and effects, of
every nature and kind, tangible or intangible, real or personal, and
wheresoever situated, whether mentioned or referred to in this
instrument or not, which is connected in any manner with the business
hereby conveyed, and also all the estate, right, title and interest,
and demand whatsoever, as well as in law as in equity, of the Assignor
in and to the said property and rights and any and every part thereof.
The Assignor does hereby covenant, represent and warrant to and with the
Assignee that the Assignor is the lawful owner of the property hereby conveyed
or intended to be conveyed and that it has good and unencumbered titles to the
property and assets hereby sold, transferred, assigned, and conveyed, and to
each and every part thereof, and full right to sell, assign, transfer and convey
the same, free and clear of all liens, security interests, encumbrances and
rights of third parties except as set forth in the Agreement.
The Assignor further covenants and agrees to execute and deliver to the
Assignee, its successors and assigns, all such further and separate assignments,
agreements, conveyances, deeds and other instruments as the Assignee or its
successors or assigns may at any time reasonably request, for the better
assuring to it or them of the title to the said property and assets and all the
right, title and interest of the Assignor therein and thereto.
Except as set forth in the Agreement the Assignee expressly does not assume or
agree to perform any of the outstanding agreements of the Assignor contained in
its contracts or leases and the Assignee further expressly does not covenant or
agree to pay, satisfy or discharge any of the indebtedness or liabilities of the
Assignor, which may be unsatisfied at the date hereof.
IN WITNESS WHEREOF, the parties hereto have executed this Assignment
and Bill of Sale this 1st day of November 2000.
JJT, Inc. Piranha, Inc.
BY: By:
--------------------------------
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SCHEDULE 4(G)
Employment Agreement, dated 9/22/00 for Tomi Aguirre.
Employment Agreement, dated 2/15/91 for Angie Becker.
Employment Agreement, dated 7/28/95 for Tim Feeley.
Employment Agreement, dated 4/1/98 for Kim Hiserote.
Employment Agreement, dated 10/5/95 for Linda Hiserote.
Employment Agreement, dated 1/26/98 for Donna Johnston.
Employment Agreement, dated 3/2/98 for Jennifer Kister.
Employment Agreement, dated 1/19/00 for Michelle Kuzov.
Employment Agreement, dated 6/1/00 for Nora Lockshin.
Employment Agreement, dated 9/25/00 for Jason Lovelace.
Employment Agreement, dated 9/11/00 for Ann McWhirter.
Employment Agreement, dated 9/11/00 for Kathleen Meko.
Employment Agreement, dated 2/23/98 for Allison Ross\.
Employment Agreement, dated 12/13/99 for Kyle Snodgrass.
<PAGE>
SCHEDULE 4(I)
REQUIRED CONSENTS
1. Written Consent of Motorola, Inc. pursuant to ss.20 D of Consulting
Agreement by and Between Motorola, Inc. Semiconductor Products Sector and
JJT, Inc. Need consent.
2. Colonial Pacific Leasing contract dated November 5, 1997. Need consent.
3. General Accident Insurance Co. Of America, Workers Compensation. Policy WC
0304272-01. Must notify them of change of ownership as per endorsement.
4. Commercial Inland Marine Insurance Policy, Central Insurance Agency, Policy
No. CRR699143. Need consent.
5. Commercial Account Insurance Policy, Central Insurance Agency, Policy No.
GRR655235. Need consent.
6. Workers Compensation Policy, Central Insurance Agency, Policy No. AR(01)H20
56 40. Need consent.
7. Commercial Fire Policy, Central Insurance Agency, Renewal CF 2652326-00. Need
consent.
8. Business Complex Lease. Dated May 5, 2000. Need consent.
REVISIONS TO LIBRARY OF CONGRESS CONTRACTS
1. Indicate JJT, Inc. is a Delaware corporation.
