UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report: October 22, 1997
QPQ CORPORATION
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(Exact name of registrant as specified in its charter)
FLORIDA 1-12350 65-0611607
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) Number)
7777 Glades Road, Suite 211
Boca Raton, Florida 33434
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 561-470-6005
Not Applicable
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(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets.
On October 8, 1997 QPQ Corporation, a Florida corporation (the "Company")
acquired 100% of the issued and outstanding stock of Lator International, Inc.
("Lator") from unaffiliated third parties in exchange for up to 300,000 shares
of the Company's Series A Preferred Stock in a private transaction exempt from
registration under the Securities Act of 1933, as amended, pursuant to Section
4(2) thereof. Lator was formed to acquire and operate companies in the
environmental resource industry. The designations, rights and preferences of the
Series A Preferred Stock provide that the shares (a) have full voting rights,
share for share, with the then outstanding Common Stock of the Company as well
as any other series of preferred stock then outstanding, (b) are each
convertible at any time and time to time at the option of the holder into five
(5) shares of Common Stock, (c) are redeemable at any time at the sole option of
the Company at a redemption price to be negotiated by the parties, (d) pay
dividends at the sole discretion of the Company's Board of Directors, and (e) in
the event of a liquidation or winding up of the Company, carry a liquidation
preference equal to par value, without interest. Pursuant to the terms of the
transaction, 12,000 shares of the Series A Preferred Stock have been deposited
in escrow pending the consummation of a pending transaction between Lator and a
third party. In the event such transaction does not close prior to December 31,
1997, the 12,000 shares of Series A Preferred Stock will not be issued and the
Company and exchanging shareholders of Lator amd the Company will mutually agree
upon a number of shares of Series A Preferred Stock to be returned to the
Company. See Item 7 (c) Financial Statements and Exhibits. At the present time,
there are not sufficient authorized but unissued shares of the Company's Common
Stock available to accommodate the conversion of all 288,000 shares of issued
and outstanding Series A Preferred Stock. The proxy statement for the Company's
upcoming annual meeting of shareholders will contain a proposal to increase the
number of authorized shares of the Company's Common Stock.
The calculation of the consideration paid by the Company in the
acquisition of Lator was based upon negotiated terms with the primary party of
the unaffiliated third parties in an arms length transaction.
Item 5. Other Events.
On October 10, 1997 Robert S. Claire was elected to the Company's Board of
Directors and to the Audit Committee of the Board. Since 1989 Mr. Claire, 38 and
an attorney, has been a partner in the Law Firm of Selman & Claire, Boca Raton,
Florida, where he specializes in real estate, corporate and business law, estate
and financial planning, probate and civil litigation. Prior to entering private
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practice in 1986, from 1984 until 1986 Mr. Claire, who is also a certified
public accountant, was an associate with Leonard G. Birnbaum & Company, a
national accounting firm, where he managed its Mountain View, California office
rendering management consulting services to small and large companies doing
business with the Federal government. Mr. Claire is a member of the Florida Bar,
American Bar Association and American Institute of Certified Public Accountants.
He received a B.S. in Accounting from Seton Hall University, Cum Laude, in 1981
and a J.D. from Nova University School of Law in 1984.
The Company has granted an aggregate of 327,667 stock options under its
1997 Stock Option Plan. Such options, which had an exercise price of $.50 per
share, have been subsequently exercised.
As previously disclosed, on May 27, 1997 the Company received a letter
from the staff of The Nasdaq Stock Market, Inc. ("Nasdaq") concerning the
continued inclusion of its shares of Common Stock on The Nasdaq SmallCap Market,
citing the Company's failure to maintain a closing bid price of at least $1.00
as well as its failure to meet certain alternative criteria related to capital
surplus. On August 8, 1997 the Company declared a 1 for 20 reverse stock split
in an effort to meet the minimum Nasdaq bid price for its Common Stock.
Subsequent to the declared split, the Company's Common Stock did not maintain
the minimum bid price of $1.00 as required by Nasdaq. Subsequent thereto, on
August 20, 1997 the staff of Nasdaq notified the Company that the Company did
not meet the total assets requirement for The Nasdaq SmallCap Market. On October
2, 1997 the Company submitted a plan to Nasdaq setting forth the actions the
Company would undertake to bring it in full compliance with the listing
requirements for The Nasdaq SmallCap Market, which plan included the 1 for 3
reverse stock split effected by the Company on October 9, 1997, the closing of
the acquisition of the stock of Lator as described above as well as the closing
of the pending acquisition of the assets of Replogle Enterprises, LLC.
("Replogle") as previously disclosed. Subsequent to such stock split, the
Company has maintained the minimum bid price on its Common Stock of at least
$1.00; however, the Company remains in non-compliance with other Nasdaq
inclusion criteria pending the closing of its proposed acquisition of the assets
of Replogle. On October 16, 1997 the Company attended an oral hearing before the
Nasdaq Qualifications Hearing Panel regarding the Company's proposed plan and at
the conclusion of such hearing the Panel members advised the Company a written
ruling as to the Panel's decision regarding the continued listing of the
Company's Common Stock would be forthcoming. Management is uncertain as to the
likelihood of the continued inclusion of the Company's Common Stock on The
Nasdaq SmallCap Market. In the event the Company's Common Stock is not approved
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for continued listing on The Nasdaq SmallCap Market pending the time necessary
to conclude the Replogle acquisition and otherwise bring the Company within full
compliance of all listing standards, the Company's Common Stock would then be
traded on the NASD OTC Bulletin Board.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
The financial statements for Lator will be provided under
amendment to this Report within the time prescribed by the applicable rules.
(b) Pro forma Financial Information.
Proforma financial information will be provided under
amendment to this Report within the time prescribed by the applicable rules.
(c) Exhibits.
NO. DESCRIPTION
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3(i) Articles of Amendment to the Articles of Incorporation
of QPQ Corporation setting forth the designations,
rights and preferences of the Series A Preferred Stock.
10.1 Agreement and Plan of Reorganization dated October 8,
1997 by and between QPQ Corporation and Darren Apel, Dr.
Roy Bresky and Louis Zanette, the Shareholders of Lator
International, Inc.
10.2 Escrow Agreement dated October 8, 1997.
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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.
Date: October 22, 1997 By: /S/ C. Lawrence Rutstein
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C. Lawrence Rutstein,
President
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EXHIBIT 3(i)
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
QPQ CORPORATION
The undersigned, being a natural person competent to contract, does hereby
make, subscribe and file the Articles of Amendment to the Articles of
Incorporation of QPQ Corporation, a Florida corporation, pursuant to Sections
607.0602 and 607.10025 of the Florida Business Corporation Act:
1. The name of the corporation is QPQ Corporation (the "Company").
2. The Company currently is authorized to issue 1,000,000 shares of
preferred stock, par value $.01 per share (the "Preferred Stock"), issuable in
such series and bearing such voting, dividend, conversion, liquidation and other
rights and preferences as the Board of Directors may determine. The text of the
resolution of the Board of Directors on October 7, 1997 setting forth amendments
to the designations, rights and privileges of the Preferred Stock is as follows:
WHEREAS, pursuant to the Articles of Incorporation the Company is
authorized to issue 1,000,000 shares of preferred stock, par value
$.01 per share (the "Preferred Stock"), issuable in such series and
bearing such voting, dividend, conversion, liquidation and other
rights and preferences as the Board of Directors may determine.
WHEREAS, the Board of Directors deems it to be in the best interest
of the Company to designate a series of such Preferred Stock,
consisting of 300,000 shares.
NOW, THEREFORE, be it resolved that the Board of Directors of the
Company be and hereby determines that 300,000 shares of Preferred
Stock are designated as Series A Preferred Stock, with the following
designations, rights and preferences:
1. DESIGNATION AND INITIAL NUMBER. The series of Preferred Stock
hereby classified shall be designated "Series A Preferred Stock."
The initial number of authorized shares of the Series A Preferred
Stock shall be 300,000 shares. Upon issuance of the shares of Series
A Preferred Stock an amount at least equal to the par value shall be
the stated capital of the Company.
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2. VOTING RIGHTS. Holders of the shares of Series A Preferred
Stock shall be entitled to full voting rights, share for share, with
the then outstanding Common Stock as well as with any other class or
series of stock of the Company which have general voting power with
the Common Stock concerning any matter being voted upon. Except as
so provided, shares of Series A Preferred Stock shall at no time be
entitled, as a series, class or otherwise, to any other or special
or restrictive voting rights of any kind whatsoever, except as then
and when and to the extent required by applicable law.
3. CONVERSION PRIVILEGE. The holders of the Series A Preferred
Stock shall have the right, at their option, at any time commencing
October 9, 1997, to convert the shares into shares of the Company's
Common Stock, par value $.01 per share, on the following terms and
conditions:
a. Each share of Series A Preferred Stock shall be convertible at
any time, and from time to time, into five (5) fully paid and
non-assessable shares of Common Stock.
b. Upon presentation and surrender to the Company (or any office
or agency maintained for the transfer of the Series A Preferred
Stock) of certificates of Series A Preferred Stock to be so
converted, duly endorsed in blank for transfer or accompanied by
proper instruments of transfer in blank, all bearing medallion
guaranteed signature(s) of the holders and accompanied by written
notice of conversion (the "Conversion Notice"), the holder of such
shares of Series A Preferred Stock shall be entitled, subject to the
limitations contained herein, to receive in exchange therefor a
certificate or certificates representing such number of fully paid
and non-assessable shares of Common Stock which shall represent the
number of shares of Series A Preferred Stock issuable upon such
conversion. The shares of Series A Preferred Stock shall be deemed
to have been converted, and the person converting the same to have
become the holder of record of Common Stock, for all purposes as of
the date of delivery of the Conversion Notice.
c. The Company shall, so long as any of the shares of Series A
Preferred Stock are outstanding, reserve and keep available out of
its authorized and unissued Common Stock, solely for the purpose of
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effecting the conversion of the shares of Series A Preferred Stock,
such number of shares of Common Stock as shall from time to time be
sufficient to effect the conversion of all of the shares of Series A
Preferred Stock then outstanding.
d. The Company shall not issue any fraction of a share of Common
Stock upon any conversion, but shall round up the number of shares
of Common Stock issuable upon such conversion to the next highest
whole share.
4. REDEMPTION. The shares of Series A Preferred Stock are
redeemable at any time at the sole option of the Company at a
redemption price to be negotiated by the parties.
5. DIVIDENDS. The shares of Series A Preferred Stock shall pay
dividends from time to time as determined in the sole discretion of
the Board of Directors out of funds legally available for the
payment of dividends by the Company.
6. LIQUIDATION. In the event of any voluntary or involuntary
dissolution or winding up of the Company, the holders of shares of
Series A Preferred Stock then outstanding shall be entitled to be
paid out of the assets of the Company available for distribution to
its shareholders an amount per share equal to $.01 without interest,
and no more, before any payment shall be made to the holders of any
stock of the Company ranking junior to the Series A Preferred Stock.
A merger of consolidation of the Company with or into any other
corporation, share exchange or sale of conveyance of all or any part
of the assets of the Company which shall not in fact result in the
liquidation of the Company and the distribution of assets to its
shareholders shall not be deemed to be a voluntary or involuntary
liquidation, dissolution or winding up of the Company within the
meaning of this Paragraph 6.
7. TRANSFERABILITY. The shares of Series A Preferred Stock may be
transferred at any time and from time to time at the sole option of
the holder.
BE IT FURTHER RESOLVED, that the President of the Company be and
hereby is authorized and directed to execute and file Articles of
Amendment reflecting the foregoing action and to take such other
acts or actions as he deems necessary and appropriate to effect the
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foregoing.
4. The foregoing amendment was duly adopted by unanimous written
consent of the Board of Directors on October 7, 1997 and shareholders' action
was not required.
IN WITNESS WHEREOF, this Articles of Amendment to the Articles of
Incorporation has been executed on the 9th day of October, 1997.
QPQ CORPORATION
By: /S/ C. Lawrence Rutstein
-----------------------------
C. Lawrence Rutstein,
President
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EXHIBIT 10.1
AGREEMENT AND PLAN OF REORGANIZATION
between
QPQ CORPORATION, a Florida corporation,
and
DARREN APEL, DR. ROY BRESKY AND LOUIS ZANETTE,
the Shareholders
of
LATOR INTERNATIONAL, INC.,
a Florida corporation
This AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement"), made as of
the 8th day of October, 1997, between QPQ Corporation., a Florida corporation
("QPQ") and Darren Apel ("Apel") and Dr. Roy Bresky ("Bresky"), being all of the
current shareholders of Lator International, Inc., a Florida corporation
("Lator"), and Louis Zanette, members of his family or other family controlled
entities, including, but not limited to, Jennica Development, Ltd.
(collectively, "Zanette"), who shall become a shareholder of Lator pursuant to
the pending share exchange (the "Torland Share Exchange") between Lator and the
shareholders of 9006-1474 Quebec Inc. d/b/a Torland ("Torland") as hereinafter
described. Apel, Bresky and Zanette are sometimes hereinafter collectively
referred to as the "Shareholders."
WHEREAS, QPQ has authorized capital stock of 5,000,00 shares of common
stock, par value $.01 per share (the "QPQ Common Stock") of which 717,932 shares
have been duly issued and are now outstanding, and 1,000,000 shares of preferred
stock, par value $.01 per share, of which 300,000 shares have been designated as
Series A Preferred Stock, none of which are duly issued and outstanding. The
designations, rights and preferences of the Series A Preferred Stock (the "QPQ
Preferred Stock") are attached hereto as Exhibit A and incorporated herein by
such reference.
WHEREAS, Lator has authorized 1,000 shares of common stock, $1.00 par
value (the "Lator Common Stock"), of which 1,000 shares are issued and
outstanding. Of such issued and outstanding Lator Common Stock, 820 shares are
owned beneficially and of record by Apel and 140 shares are owned beneficially
and of record by Bresky. Upon the closing of the Torland Share Exchange, Zanette
will be the beneficial and record owner of 40 shares of Lator Common Stock.
Lator has no other classes of capital stock authorized.
WHEREAS, QPQ desires to acquire 100% of the Lator Common Stock from the
Shareholders in exchange for a maximum of 300,000 shares of the QPQ Preferred
Stock pursuant to the terms and conditions set forth herein.
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WHEREAS, the Shareholders desire to exchange their shares in Lator for the
QPQ Preferred Stock pursuant to the terms and conditions set forth herein.
WHEREAS, the Board of Directors of QPQ deem it advisable and generally to
the advantage and welfare of QPQ's shareholders that the parties enter into this
Agreement pursuant to the terms set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and obligations
set forth herein, it is agreed as follows:
1. RECITALS. The above recitals are true, correct and are herein
incorporated by reference.
2. PLAN OF REORGANIZATION. The Shareholders are currently, or will be
upon the closing of the Torland Share Exchange as hereinafter described in
Section 6 hereof, the owners of 100% of the issued and outstanding Lator Common
Stock, which such stock is the only capital stock of Lator. It is the intention
of the parties hereto that 100% of the Lator Common Stock shall be acquired by
QPQ, together with any and all other rights or interests either of the
Shareholders may have in or to Lator in addition to their stock ownership
therein, in exchange solely for a maximum of 300,000 shares of QPQ Preferred
Stock which is voting stock.
3. EXCHANGE OF SHARES.
a. Subject to the terms and conditions herein, the Shareholders hereby
agree that the Lator Common Stock shall be exchanged with QPQ for the QPQ
Preferred Stock at the closing of the transactions contemplated herein and QPQ
agrees to deliver to Apel a certificate representing 246,000 shares of the QPQ
Preferred Stock, to deliver to Bresky a certificate representing 42,000 shares
of the QPQ Preferred Stock and to deposit in escrow pursuant to the provisions
of Section 6 hereof a certificate issued to Zanette representing 12,000 shares
of the QPQ Preferred Stock. The parties hereto acknowledge that it is the intent
that the transactions contemplated herein shall be tax free, pursuant to Section
368 of the Internal Revenue Code of 1986, as amended. The shares of the QPQ
Preferred Stock shall be issued in such name or names as may be requested by the
Shareholders.
b. As hereinafter set forth in Paragraph 6, the parties hereto
acknowledge that Lator is a party to that certain agreement with Torland, the
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terms and conditions of which provide that Lator is to acquire 100% of the
outstanding capital stock of Torland. In the event such transaction does not
close on or before December 31, 1997, the parties hereto covenant that they
shall mutually agree upon a number of shares of QPQ Preferred Stock which shall
have been issued to Apel and Bresky pursuant to this Agreement to be returned by
Apel and Bresky to the treasury of QPQ, giving effect to the total plan of
reorganization.
4. CLOSING DATE. The closing shall be held on October 8, 1997, 5 p.m.,
or such other date and time as may be agreed upon by QPQ and the Shareholders,
at the offices of QPQ. Notwithstanding the date on which the closing shall
occur, the parties agree the transactions contemplated hereby shall occur as of
October 8, 1997.
5. DELIVERY OF SHARES BY APEL AND BRESKY. Upon execution of this
Agreement, Apel and Bresky will each deliver certificates for the Lator Common
Stock in the amounts set forth in Section 3 hereof, duly endorsed and with
documentary stamps affixed at their expense so as to make QPQ the sole owner
thereof, free and clear of all claims and encumbrances, and on the closing date
delivery of the certificates representing the QPQ Preferred Stock in the amounts
set forth in Section 3 hereof, on which documentary stamp taxes will have been
paid by QPQ, will be made to each of Apel and Bresky. Time is of the essence.
6. ESCROW OF ZANETTE SHARES; TORLAND AGREEMENT.
a. The parties hereto acknowledge that Lator is a party to that certain
agreement with Torland, a copy of which is attached hereto as Exhibit B and
incorporated herein by such reference (the "Torland Agreement"). The terms of
the Torland Agreement provide that upon the satisfaction of certain conditions,
Zanette will be entitled to exchange 100% of the issued and outstanding common
shares of Torland, which shall the only class of Torland capital stock then
outstanding, for shares of Lator Common Stock.
b. Upon execution of this Agreement, and pursuant to the terms and
conditions of the Escrow Agreement attached hereto as Exhibit C and incorporated
herein by such reference, Zanette will deposit with Atlas, Pearlman, Trop &
Borkson, P.A., counsel for QPQ, a certificate representing 100 shares of the
Torland common stock, together with medallion guaranteed stock power and QPQ
shall likewise deposit with Atlas, Pearlman, Trop & Borkson, P.A. a certificate
representing 12,000 shares of QPQ Preferred Stock. Upon the closing of the
Torland Share Exchange upon terms and conditions as set forth in the Torland
Agreement, the shares of Torland common stock shall be transferred to Lator and
the certificate representing the 12,000 shares of QPQ Preferred Stock issued in
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the name of Zanette shall be delivered to Zanette. Upon such delivery, each
certificate shall make the record holder thereof the sole owner thereof, with
such shares free and clear of all claims and encumbrances. Time is of the
essence.
7. REPRESENTATIONS AND WARRANTIES OF THE APEL AND BRESKY. Apel and
Bresky, jointly and severally, hereby make the following representations and
warranties to QPQ, each of which are true as of the date hereof and will be true
as of the closing date with the same effect as though such representations and
warranties had been made on the closing date:
(a) Apel and Bresky are currently the sole shareholders of Lator and
there are no warrants, options or other rights outstanding to acquire any shares
of the capital stock of Lator, other than the shares of Lator Common Stock to be
issued to Zanette upon the closing of the Torland Share Exchange. The shares of
Lator Common Stock to be transferred by each of Apel and Bresky to QPQ hereunder
are free and clear of all voting trusts, agreements, arrangements, encumbrances,
liens, claims, equities and liabilities of every nature and each of Apel and
Bresky are conveying clear and unencumbered title thereto to QPQ. The shares of
Lator Common Stock owned of record and beneficially by each of Apel and Bresky
are fully paid and non-assessable.
(b) Following the closing of the Torland Share Exchange, Zanette will be
the record and beneficial owner of Lator Common Stock, which such shares shall
be free and clear of all voting trusts, agreements, arrangements, encumbrances,
liens, claims, equities and liabilities of every nature and Zanette shall be
conveying clear and unencumbered title thereto to QPQ. The shares of Lator
Common Stock to be exchange by Zanette will be fully paid and non-assessable.
(c) This Agreement constitutes the valid and binding obligation of each
of Apel and Bresky, enforceable against each of them in accordance with its
terms, except that such enforcement may be subject to bankruptcy, insolvency,
reorganization, moratorium or other similar laws now or hereafter in effect
relating to creditors rights.
(d) Neither of Apel or Bresky own, nor does either Apel or Bresky know
of any other person, corporation or firm that owns any interest in any property,
invention, patent, patent application, copyright, trade secret, service mark or
trademark used by Lator relating to any product or process used by Lator or
relating in any way to its business except as may be set forth on Schedule 7(c)
attached hereto and incorporated herein by such reference. Lator owns or has the
rights to use all those rights presently necessary to the operation of its
businesses.
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(e) There are no agreements to which either Apel or Bresky or Lator is a
party that in any way restrict or infringe upon the business of Lator or the
benefit of which Lator which it requires or presently has in its business, nor
do Apel or Bresky know of any other agreements that in any way restrict or
infringe upon the business of Lator or the benefit of Lator presently has in its
business.
(f) The execution and delivery of this Agreement by Apel and Bresky does
not, and the consummation of the transactions contemplated herein, will not
violate or constitute an occurrence of default (or an event which, with notice
or lapse of time or both would constitute a default) under any provision of, or
conflict with, or result in acceleration of any obligations under, or result in
the creation or imposition of any security interest, lien or other encumbrance,
or give rise to a right by any party to terminate its obligations under any
mortgage, deed of trust, conveyance to secured debt, note, loan, lien, lease,
agreement, instrument, order, judgment, decrees or other arrangement to which
Apel or Bresky or Lator is a party or to which they or it is bound, except as
set forth on Schedule 7(e) attached hereto and incorporated herein by such
reference.
(g) Neither the execution nor the delivery of this Agreement, nor the
consummation of the transactions herein contemplated, nor compliance with the
terms hereof, will conflict with or result in a breach of any of the terms,
conditions or provisions of the Articles of Incorporation or Bylaws of Lator as
amended, or any agreement or instrument to which Apel or Bresky or Lator is now
a party.
(h) Neither the execution, delivery and performance of this Agreement
nor the consummation of the transactions contemplated hereby will violate any
statue or law or any judgment, decree, order, award, regulation or rule of any
court, governmental authority or arbitration panel applicable to Apel or Bresky
or Lator or give rise to the right of any termination by any governmental
authority of any license, registration, certificate, right of authority to
engage in business in such places were Lator now does or has a right to engage
in business.
(i) Apel and Bresky have heretofore delivered to QPQ true and correct
copies of Lator's financial statements for the period ended September 30, 1997,
copies of which are attached hereto as Exhibit 7(i) and incorporated herein by
such reference. Such financial statements have been prepared in accordance with
generally accepted accounting principles consistently applied. Since September
30, 1997, Lator has (i) no short term or long term debt or other obligations
other than as set forth in such the financial statements, excluding trade
payables incurred in the ordinary course of business, (ii) no tax liens or
encumbrances of any nature on its assets, (iii) continued its operations and
business as they are presently conducted, (iv) entered into no employment,
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consulting or similar agreements, and (v) not issued or agreed to issue any
equity security or any other securities or obligations of Lator that are
convertible into or exchangeable for such equity securities, other than pursuant
to the Torland Agreement. Since September 30, 1997, there has not have been (i)
any material adverse change in the business, condition (financial or otherwise),
results of operation, prospects, properties, assets or liabilities of Lator,
(ii) any damage, destruction or loss (whether or not covered by insurance)
affecting Lator's properties, assets or business, (iii) any increase in the rate
of compensation or in bonus payments payable or to become payable to any of
Lator's salaried employees, or (iv) any other event or condition of any
character which may reasonably be expected to have an effect as described in
clauses (i) through (iii) of this Paragraph 7(i).
(j) Except for liability or obligations disclosed or provided for the in
the financial statements attached hereto as Exhibit 7(i), and except for
liability or obligations incurred in the ordinary course of business consistent
with past practices, Lator does not have any liabilities or obligations or any
nature, whether absolute, accrued, contingent, potential or unassented or
otherwise, that would be required to be disclosed on a balance sheet of Lator
prepared in accordance with generally accepted accounting principles,
consistency applied.
(k) Each of Apel and Bresky are acquiring the QPQ Preferred Stock in a
private transaction exempt from registration under applicable federal and state
securities laws, for their own account and for investment and not with a view to
the distribution or resale of any thereof.
(l) Schedule 7(l) sets forth a complete list of all licenses and permits
from all governmental authorities (the "Licenses") used in the business of Lator
and such Licenses are all of the Licenses necessary to permit Lator to conduct
its business and operations as currently conducted. No License has been revoked,
is subject to revocation pursuant to a current regulatory review or has been
challenged or otherwise contested by any person, except for immaterial
deficiencies or other issues noted by regulatory review, challenge or contest
which are being corrected in the ordinary course of business without material
disruption or cost to Lator in respect of such License or business reasonable
related thereto.
(m) Each of Apel and Bresky and Lator have complied in all material
respects with all federal, state, county and local laws, ordinances,
regulations, inspections, orders, judgements, injunctions, awards or decrees
applicable to Lator.
(n) There is no outstanding order, judgment, injunction, award or decree
of any court, governmental or regulatory body or arbitration tribunal against or
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involving Apel or Bresky or Lator in respect of, or in connection with, Lator.
There is no action, suit, claim or legal, administrative or arbitration
proceeding, or, to the best knowledge of Apel or Bresky after due inquiry, any
investigation (whether or not the defense or liabilities in respect thereof are
covered by insurance) pending, or to the best knowledge of Apel or Bresky, after
due inquiry, threatened against or involving Lator or any or its assets. To the
best knowledge of Apel or Bresky, after due inquiry, there is no fact, event or
circumstances that are likely to give rise to any suit, action, claim,
investigation or proceeds that would be required to be disclosed if currently
pending or threatened.
(o) Lator has good and valid title to all the properties and assets of
the type required to be reflected on a balance sheet attached hereto as Exhibit
7(i) which it purports to own and all such properties and assets are free and
clear of all title defects or objections, liens, claims, charges, security
interests or other encumbrances of any nature whatsoever.
(p) Lator has timely filed all tax returns and reports required to be
filed by it, including, where applicable, all federal, state, county and local
income, gross receipts, excise, import, property, franchise, ad valorem,
license, sales, use and withholding tax reports and returns. All returns are
true and correct. To the best of Apel and Bresky and Lator's knowledge, there is
no basis for any additional claim or assessment.
(r) Lator currently maintain policies of property insurance that provide
coverage in kind and amount reasonably necessary to protect against the risks
inherent or associated with the operation of Lator. All insurance polices are in
full force and effect. There is not any state of facts and no event has occurred
forming the basis for any claim covered by a property, casualty, fidelity,
automobile, general liability, libel or slander, workman's compensation, health
insurance or reinsurance or excess polity that is not fully covered by insurance
or that may be expected to exceed the available limits of liability of the
applicable insurance policies, nor has any carried declined coverage or reserved
its rights to determine its liability to provide coverage to Lator with respect
to any claim or circumstance.
(s) Lator has complied in all material respect with all laws, including
applicable rules and regulations, or all applicable federal, state, local and
foreign governments and their respective agencies concerning the environment,
public health and safety and employee health and safety, and no complaint,
action, suit, proceeding, hearing, investigation, claim, demand or notice has
been filed or commenced against Lator alleging any failure to comply with any
such law or regulation, including, without limitation, any law of any government
or agency concerning release or threatened release of hazardous substances,
public health and safety or pollution or protection of the environment.
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<PAGE>
8. REPRESENTATIONS OF ZANETTE.
(a) Following the closing of the Torland Share Exchange, Zanette will be
the record and beneficial owner of Lator Common Stock, which such shares shall
be free and clear of all voting trusts, agreements, arrangements, encumbrances,
liens, claims, equities and liabilities of every nature and Zanette shall be
conveying clear and unencumbered title thereto to QPQ. The shares of Lator
Common Stock to be exchange by Zanette will be fully paid and non-assessable.
(b) This Agreement constitutes the valid and binding obligation of
Zanette, enforceable against him in accordance with its terms, except that such
enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium
or other similar laws now or hereafter in effect relating to creditors rights.
(c) The execution and delivery of this Agreement by Zanette does not,
and the consummation of the transactions contemplated herein, will not violate
or constitute an occurrence of default (or an event which, with notice or lapse
of time or both would constitute a default) under any provision of, or conflict
with, or result in acceleration of any obligations under, or result in the
creation or imposition of any security interest, lien or other encumbrance, or
give rise to a right by any party to terminate its obligations under any
mortgage, deed of trust, conveyance to secured debt, note, loan, lien, lease,
agreement, instrument, order, judgment, decrees or other arrangement to which
Zanette is a party or to which he is bound, except as set forth on Schedule 8(c)
attached hereto and incorporated herein by such reference.
(d) Zanette is acquiring the QPQ Preferred Stock in a private
transaction exempt from registration under applicable federal and state
securities laws, for his own account and for investment and not with a view to
the distribution or resale of any thereof.
9. REPRESENTATIONS OF QPQ. QPQ hereby makes the following
representations and warranties to the Shareholders, each of which is true as of
the date hereof and will be true as of the closing date with the same effect as
though such representations and warranties had been made on the closing date:
(a) QPQ is a corporation duly organized and existing under and by virtue
of the laws of the State of Florida, and is in good standing under the laws
thereof.
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(b) The QPQ Preferred Stock to be issued to the Shareholders hereunder
will, upon the issuance thereof, be duly and validly issued, fully paid and
nonassessable.
(c) This Agreement constitutes the valid and binding obligation of QPQ,
enforceable against it in accordance with its terms, except that such
enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium
or other similar laws now or hereafter in effect relating to creditors rights.
(d) The execution and delivery of this Agreement by QPQ does not, and
the consummation of the transactions contemplated herein, will not violate or
constitute an occurrence of default (which violations or defaults either
singularly or in the aggregate would be considered material) under any provision
of, or conflict with, or result in acceleration of any obligations under, or
give rise to a right by any party to terminate its obligations under any
mortgage, deed of trust, conveyance to secured debt, note, loan, lien, lease,
agreement, instrument, order, judgment, decrees or other arrangement to which
QPQ is a party or to which it is bound.
(e) Neither the execution nor the delivery of this Agreement, nor the
consummation of the transaction herein contemplated, nor compliance with the
terms hereof, will conflict with or result in a breach of any of the terms,
conditions or provisions of the Articles of Incorporation or Bylaws of QPQ as
amended, or any agreement or instrument to which QPQ is now a party.
(f) QPQ has heretofore delivered to the Shareholders true and correct
copies of its Annual Report on Form 10-KSB for the fiscal year ended December
31, 1996 and Quarterly Reports on Form 10-QSB for the three months ended March
31, 1997 and the six months ended June 30, 1997. Since June 30, 1997 there has
been no material adverse change in the condition, financial or otherwise, of
QPQ.
(g) QPQ is acquiring the Lator Common Stock in a private transaction
exempt from registration under applicable federal and state securities laws, for
its own account and for investment and not with a view to the distribution or
resale of any thereof.
(h) With respect to the execution by QPQ of that certain letter of
intent by and between QPQ and Replogle Enterprises LLC ("Replogle"), a copy of
which is attached hereto as Exhibit D and incorporated herein by such reference,
and the transactions contemplated thereby, QPQ represents its acknowledgment of
Lator's role in bringing the Replogle deal to QPQ.
9
<PAGE>
10. CONDITIONS OF CLOSING. All of the obligations of the parties under
this Agreement are subject to the fulfillment, prior to or on the closing date
set forth in Section 4 of this Agreement, of each of the following conditions:
(a) Delivery by the Shareholders of the following:
(i) Certificates for the Lator Common Stock described in Sections
5 and 6 hereof, endorsed in blank;
(ii) A certificate of each of the Shareholders that all
representations and warranties made by him contained in Sections 7 and 8 of this
Agreement shall be true on and as of the closing date set forth in Section 4 of
this Agreement as though such representations and warranties were made at and as
of such date, and shall be true on and as of said closing date as though such
representations and warranties were made at and as of such date; and
(iii) The original corporate minute book of Lator, together with a
certificate of Apel stating that the contents thereof completely and accurately
represent all minutes of all meetings of the board of directors and shareholders
of Lator from the date of its incorporation until the closing date set forth in
Section 4 hereof.
(b) Delivery by QPQ of the following:
(i) Certificates for the QPQ Preferred Stock described in Sections
5 and 6 hereof; and
(ii) A certificate of QPQ that all representations and warranties
made by it contained in Section 9 of this Agreement shall be true on and as of
the closing date set forth in Section 4 of this Agreement as though such
representations and warranties were made at and as of such date, and shall be
true on and as of said closing date as though such representations and
warranties were made at and as of such date.
11. INVESTMENT PURPOSE. Each of the Shareholders represents and warrants
that he is acquiring the QPQ Preferred Stock to be delivered upon the execution
of this Agreement solely for investment purposes and not for distribution or
resale. Sales of such stock may be made only as permitted by Rule 145(d) of the
Securities Act of 1933, as amended (the "Act"). Each of the Shareholders
acknowledge that he has been advised by QPQ that neither the QPQ Preferred
10
<PAGE>
Stock, nor the shares of QPQ common stock issuable upon the conversion of the
QPQ Preferred Stock, has been registered under the Act and that QPQ has no
obligation or intention to so register.
12. REPRESENTATIONS TO SURVIVE CLOSING. All the terms, conditions,
warranties, representations and guarantees contained in this Agreement shall
survive delivery of the shares of Lator Common Stock transferred as the closing
hereunder and any investigations made by or on behalf of QPQ at any time.
13. INDEMNIFICATION.
(a) Each of Apel and Bresky agrees to indemnify, defend and hold
QPQ and Lator, their shareholders, officers, directors, successors and assigns,
harmless from and against any and all claims, damages, liability, loss, cost or
expense, which Lator or QPQ may suffer or become liable for as a result of or in
connection with:
(i) any breach of any representation or warranty, covenant
or agreement made or contained in this Agreement or in any related agreement or
instruments executed and delivered pursuant to this Agreement on or prior to the
closing date set for in Section 4 hereof (the "Representations"); or
(ii) all liabilities or obligations of Lator of any nature
(including, but not limited to, taxes) arising from any act (or failure to act)
by Lator on or before the closing date of this Agreement as set forth in Section
4 hereof, or any facts or conditions in existence on or before such closing
date, whether absolute, accrued, contingent, potential, unassented or otherwise,
unknown or undisclosed to QPQ and which are not set forth on Schedule 13
attached hereto and incorporated herein by such reference (the "Deficiencies").
(b) Zanette agrees to indemnify, defend and hold QPQ and Lator,
their shareholders, officers, directors, successors and assists, harmless from
and against any and all claims, damages, liability, loss, cost or expense, which
Lator or QPQ may suffer or become liable for as a result of or in connection
with any breach by Zanette of any representation or warranty, covenant or
agreement made by Zanette in this Agreement or in any related agreement or
instruments executed and delivered by Zanette pursuant to this Agreement on or
prior to the closing date set for in Section 4 hereof (the "Representations").
(c) Within 60 days after learning of the assertion by a third
party of any claim against which either Lator or QPQ claims indemnification
under this Agreement, Lator or QPQ shall notify the Shareholders and afford them
the opportunity to assume the defense or settlement thereof at his own expense
11
<PAGE>
with counsel of his own choosing and Lator and QPQ shall cooperate fully to make
available to the Shareholders all pertinent information under their control or
in their possession. Lator and QPQ shall have the right to join in the defense
of any claim with the counsel of their own choosing and at their own expense.
(d) Notwithstanding the notice requirements provided hereunder,
the right to indemnification under this Agreement shall not be effected by any
failure to give or any delay in giving notice unless, and then only to the
extent that, the rights and remedies of the party to whom notice was to have
been given shall have been prejudiced.
(e) Notwithstanding anything herein to the contrary, in order to
protect the business or their customers, Lator and QPQ shall desire to settle
any claims or actions, the defense of which the Shareholders would otherwise be
entitled to assume pursuant to the provisions of this Agreement, Lator or QPQ
shall be entitled to settle the claim or action and the proposed settlement, and
the terms of such settlement shall be binding upon the Shareholders so long as
they are commercially and reasonably measured in the context of the manner
settled and not in respect of other considerations of Lator or QPQ.
(f) Notwithstanding anything to the contrary contained in this
Agreement, Lator and QPQ shall be entitled to exercise and resort to all rights
and remedies for misrepresentations or breached afforded to them by statute, at
law or in equity, including without limitation, recision, specific performance,
action for damages, or any other remedies and relief as may be afforded to Lator
and QPQ under this Agreement or by a court of competent jurisdiction.
14. MISCELLANEOUS.
(a) Each of the parties hereto will bear its own legal fees and
other expenses in connection with the transactions contemplated by this
Agreement.
(b) If any term or provision of this Agreement or any exhibits
thereto or the application thereof to any person, property or circumstances
shall to any extent be invalid or unenforceable, the remainder of this Agreement
or the exhibits thereto or the application or such term or provision to person,
property or circumstances other than those as to which it is invalid and
unenforceable shall not be affected thereby, and each term and provision of this
Agreement or the exhibits thereto shall be valid and enforced to the fullest
extent permitted by law.
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<PAGE>
(c) Any notices, requests or consents hereunder shall be deemed
given, and any instruments delivered, two days after they have been mailed by
first class mail, postage prepaid, or upon receipt if delivered personally or by
facsimile transmission, as follows:
If to QPQ: 7777 Glades Road
Suite 211
Boca Raton, Florida 33433
Attention: C. Lawrence Rutstein, President
With a copy to: Atlas, Pearlman, Trop & Borkson, P.A.
200 East Las Olas Boulevard
Suite 1900
Fort Lauderdale, Florida 33301
Attention: Charles B. Pearlman, Esq.
If to the Shareholders: 6480 Via Rosa
Boca Raton, Florida 33433
With a copy to: Robert S. Claire, Esq.
Selman & Claire, P.A.
7280 W. Palmetto Park Road
Suite 106
Boca Raton, Florida 33433
and Richard F. Wolf, Esq.
Bondy Baker Wolf
72 Talbot Street North
Essex, Ontario NBM1A2
except that any of the foregoing may from time to time by written notice to the
other designate another address which shall thereupon become its effective
address for the purposes of this paragraph.
(d) This Agreement, including the exhibits and documents referred
to herein which are a part hereof, contain the entire understanding of the
parties hereto with respect to the subject matter and may be amended only by a
written instrument executed by the parties hereto or their successors or
assigns. Any paragraph headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation of
this Agreement.
(e) 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.
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<PAGE>
(f) This Agreement shall inure to the benefit of and be binding
upon the parties hereto and their respective successors but shall not inure to
the benefit of anyone other than the parties signing this Agreement and their
respective successors.
(g) This Agreement shall be governed by the laws of the State of
Florida.
(h) The parties have either (i) been represented by independent
legal counsel in connection with the negotiations and execution of this
Agreement, or (ii) each has had the opportunity to obtain independent legal
counsel, has been advised that it is in their best interests to do so and by
execution of this Agreement has waive the right.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
QPQ Corporation
By:
------------------------------
C. Lawrence Rutstein,
President
---------------------------------
Darren Apel
---------------------------------
Dr. Roy Bresky
---------------------------------
Louis Zanette
14
EXHIBIT 10.2
ESCROW AGREEMENT
THIS ESCROW AGREEMENT is made and entered into this 8th day of October,
1997 by and between QPQ Corporation., a Florida corporation ("QPQ"), and Darren
Apel ("Apel") and Dr. Roy Bresky ("Bresky") and Louis Zanette ("Zanette") and
Atlas, Pearlman, Trop & Borkson, P.A. (the "Escrow Agent"). Apel, Bresky and
Zanette are sometimes hereinafter referred to as the "Shareholders."
WHEREAS, Zanette is a party to that certain Agreement (the "Torland
Agreement") between Lator International, Inc. ("Lator") and the shareholders of
9006-1474 Quebec Inc. d/b/a Torland ("Torland"), whereby Zanette has agreed,
upon the satisfaction of certain conditions, to exchange 100 shares of Torland
common stock (the "Torland Stock") for 12,000 shares of Lator common stock, as
more fully described in such agreement, a copy of which is attached hereto as
Exhibit A and incorporated herein by such reference, the result of which will be
that upon closing Lator shall become the owner of 100% of the issued and
outstanding capital stock of Torland.
WHEREAS, QPQ, Apel, Bresky and Zanette are parties to that certain
Agreement and Plan of Reorganization of even date herewith (the "Reorganization
Plan") whereby they have each agreed to exchange shares of stock of Lator
beneficially owned, or in the case of Zanette to be beneficially owned, by them
for shares of QPQ Series A Preferred Stock (the "QPQ Preferred Stock") as more
fully described in the agreement which is attached hereto as Exhibit B and
incorporated herein by such reference, the result of which will be that upon
closing QPQ shall become the owner of 100% of the issued and outstanding capital
stock of Lator.
WHEREAS, pursuant to Section 6 of the Reorganization Plan, QPQ and the
Shareholders propose to establish an escrow account with the Escrow Agent in
which the Torland Stock to be exchanged by Zanette pursuant to the terms of the
Torland Agreement, as well as the QPQ Preferred Stock to be issued to Zanette
pursuant to the terms of the Reorganization Plan (the "QPQ Zanette Stock") ,
shall be deposited pending the closing of such transactions.
WHEREAS, the Escrow Agent is willing to establish an escrow for such
shares upon the terms and subject to the conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual convents and promises
herein contained and other good and valuable consideration, it is agreed as
follows:
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<PAGE>
1. RECITALS. The foregoing recitals are true and correct.
2. ESTABLISHMENT OF ESCROW. By execution of this Agreement, the parties
hereto agree to establish an escrow account (the "Escrow Account") at the
principal office of the Escrow Agent.
3. ESCROW PERIOD. The period of the escrow (the "Escrow Period") shall
commence upon the execution of this Agreement and shall terminate (the
"Termination") upon the earlier to occur of the following dates:
a. The closing of the Torland Agreement pursuant to its terms; or
b. December 31, 1997.
During the Escrow Period, Zanette shall remain the record and beneficial owner
of the Torland Stock, but shall have no ownership rights in or to the QPQ
Zanette Stock, including any rights as a shareholder of QPQ or Lator.
4. DEPOSIT OF TORLAND STOCK AND ZANETTE LATOR STOCK INTO ESCROW. Upon
execution of this Agreement Zanette shall deliver a certificate to the Escrow
Agent representing the Torland Stock, duly endorsed for transfer to Lator, and
QPQ shall deliver to the Escrow Agent a certificate representing the QPQ Zanette
Stock.
5. DISBURSEMENTS FROM THE ESCROW ACCOUNT.
a. In the event that the Escrow Agent receives written confirmation
signed by QPQ and all of the Shareholders of the occurrence of Section 3(a)
prior to the Termination of the Escrow Period (the "Closing Confirmation"), the
Escrow Agent shall disburse in a timely manner to each of Zanette and QPQ his or
its respective certificates being held in Escrow, specifically the certificate
representing the Torland Stock shall be delivered to QPQ and the certificate
representing the QPQ Zanette Stock shall be delivered to Zanette.
b. In the event that the Escrow Agent has not received written
confirmation from QPQ and all of the Shareholders that Section 3(a) has occurred
prior to the Termination of the Escrow Period, the Escrow Agent shall advise QPQ
and the Shareholders in writing of such fact and QPQ's Board of Directors shall,
immediately upon receipt of such notice from the Escrow Agent, by resolution,
instruct QPQ's transfer agent to immediately cancel the QPQ Zanette Stock. The
Escrow Agent shall thereafter return the canceled QPQ Zanette Stock certificate
to QPQ and the Torland Stock certificate to Zanette.
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<PAGE>
c. Upon the disbursement of all certificates in accordance with either
(a) or (b) above, the Escrow Agent will have no further responsibility with
respect to the certificates so disbursed, and upon disbursement in accordance
with said paragraphs, will have no further responsibility under this Agreement.
6. RIGHTS, DUTIES AND RESPONSIBILITIES OF THE ESCROW AGENT. It is
understood and agreed that the duties of the Escrow Agent are purely ministerial
in nature. It is further agreed that:
a. The Escrow Agent shall not be responsible for the performance of QPQ
and/or the Shareholders of their obligations under this Agreement.
b. The Escrow Agent shall have the right to act in reliance upon the
Closing Confirmation believed by it in good faith to be genuine. The Escrow
Agent shall not be obligated to make any inquiry as to the authority, capacity,
existence or identity of any person purporting to execute the Closing
Confirmation.
c. In the event the Escrow Agent shall be uncertain as to its duties or
rights hereunder or shall receive instruction with respect to the Escrow which,
in its sole opinion, are in conflict with any provision of this Agreement, it
shall be entitled to hold the certificates n the Escrow Account pending the
resolution of such uncertainty to the Escrow Agent's sole satisfaction, by final
judgment of a court of competent jurisdiction or otherwise; or the Escrow Agent,
at its sole option, may deposit the certificates in the registry of a court of
competent jurisdiction in a proceeding to which all parties in interest are
joined. Upon so depositing the certificates and filing the complaint and
interpleader, the Escrow Agent shall be completely discharged and released from
further liability. The parties hereto do hereby submit themselves to the
jurisdiction of said court.
d. The Escrow Agent shall not be liable for any action taken or omitted
hereunder except in the case of its bad faith, gross negligence or willful
misconduct. The Escrow Agent shall be entitled to consult with counsel of its
own choosing and shall not be liable for any action taken, suffered or omitted
by it in reasonable reliance upon the advice of such counsel. Any reasonable
expenses incurred by Escrow Agent in connection with such consultation shall be
reimbursed by QPQ.
e. The Escrow Agent shall have no responsibility at any time to
ascertain whether or not any security interest exists in the certificates or to
file any financing statement under the Uniform Commercial Code with respect to
such certificates.
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<PAGE>
7. AMENDMENT; RESIGNATION. This Agreement may be altered or amended
only with the written consent of QPQ, the Shareholders and the Escrow Agent. The
Escrow Agent may resign as escrow agent at any time upon ten (10) days prior
written notice to QPQ and the Shareholders. In the case of the Escrow Agent's
resignation its only duty shall be to hold and dispose of the certificates in
accordance with the original provisions of this Agreement until a successor
escrow agent shall be appointed and written notice of the name and address of
such successor escrow agent shall be given to the Escrow Agent by QPQ and the
Shareholders, whereupon the Escrow Agent's only duty shall be to deliver to the
successor escrow agent the certificates.
8. FEES AND EXPENSES. The Escrow Agent shall be entitled to its
customary hourly fee as charged to QPQ when rendering legal services to QPQ for
its services hereunder. All fees relating to this Agreement are payable by QPQ.
9. INDEMNIFICATION. QPQ and the Shareholders (herein, jointly and
severally, the "Indemnitors") agree to indemnify the Escrow Agent and its
officers, directors, agent, employees and stockholders (herein, jointly and
severally, the "Indemnitiees") against and hold them harmless of and from, any
and all loss, liability, costs, damage and expense, including without
limitation, reasonable counsel fees, which the Indemnitees may suffer or incur
by reason of any action, claim or proceeding brought by any third party against
the Indemnitees, arising out of or relating in any way to this Agreement or any
transactions to which this Agreement relates. The expenses of one separate
counsel for the Indemnitiees shall be borne by the Indemnitors, jointly and
severally.
10. GOVERNING LAW AND ASSIGNMENT. Nothing is this Agreement is intended
to or shall confirm upon anyone other than the parties hereto any legal or
equitable right, remedy or claim. This Agreement shall be construed in
accordance with and governed by the laws of the State of Florida and shall be
binding upon the parties hereto and their respective successors and assigns;
provided, however, that no assignment or transfer may be made by any part of its
rights under this Agreement or with respect to the certificates unless the other
parties shall have consented in writing to such assignment or transfer.
11. MISCELLANEOUS.
(a) Each of the parties hereto will bear its own legal fees and
other expenses in connection with the transactions contemplated by this
Agreement.
(b) If any term or provision of this Agreement or any exhibits
thereto or the application thereof to any person, property or circumstances
4
<PAGE>
shall to any extent be invalid or unenforceable, the remainder of this Agreement
or the exhibits thereto or the application or such term or provision to person,
property or circumstances other than those as to which it is invalid and
unenforceable shall not be affected thereby, and each term and provision of this
Agreement or the exhibits thereto shall be valid and enforced to the fullest
extent permitted by law.
(c) Any notices, requests or consents hereunder shall be deemed
given, and any instruments delivered, two days after they have been mailed by
first class mail, postage prepaid, or upon receipt if delivered personally or by
facsimile transmission, as follows:
If to QPQ: 7777 Glades Road
Suite 211
Boca Raton, Florida 33433
Attention: C. Lawrence Rutstein, President
If to the Shareholders: 6480 Via Rosa
Boca Raton, Florida 33433
With a copy to: Robert S. Claire, Esq.
Selman & Claire, P.A.
7280 W. Palmetto Park Road
Suite 106
Boca Raton, Florida 33433
and Richard F. Wolf, Esq.
Bondy Baker Wolf
72 Talbot Street North
Essex, Ontario NBM1A2
If to Escrow Agent: Atlas, Pearlman, Trop & Borkson, P.A.
200 East Las Olas Boulevard
Suite 1900
Fort Lauderdale, Florida 33301
Attention: Charles B. Pearlman, Esq.
except that any of the foregoing may from time to time by written notice to the
other designate another address which shall thereupon become its effective
address for the purposes of this paragraph.
5
<PAGE>
(d) This Agreement, including the exhibits and documents referred
to herein which are a part hereof, contain the entire understanding of the
parties hereto with respect to the subject matter and may be amended only by a
written instrument executed by the parties hereto or their successors or
assigns. Any paragraph headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation of
this Agreement.
(e) 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.
(f) This Agreement shall inure to the benefit of and be binding
upon the parties hereto and their respective successors but shall not inure to
the benefit of anyone other than the parties signing this Agreement and their
respective successors.
(g) The parties have either (i) been represented by independent
legal counsel in connection with the negotiations and execution of this
Agreement, or (ii) each has had the opportunity to obtain independent legal
counsel, has been advised that it is in their best interests to do so and by
execution of this Agreement has waive the right.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
QPQ Corporation
By:
--------------------------------------
C. Lawrence Rutstein, President
-----------------------------------------
Darren Apel
-----------------------------------------
Dr. Roy Bresky
-----------------------------------------
Louis Zanette
Atlas, Pearlman, Trop & Borkson, P.A.
By:
--------------------------------------
Charles B. Pearlman, Esq.
6
