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EXHIBIT 1
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AGREEMENT
BETWEEN:
(A) Crown NorthCorp, Inc. a corporation incorporated under the laws of the
State of Delaware (the `Seller') and
(B) Catella Boardroom Consulting AB (the `Buyer').
SALE OF SHARES
1.1 The Seller sells and the Buyer buys the Shares on the terms set out
herein.
1.2 The `Shares' shall mean all shares in Catella/Crown NorthCorp Joint
Venture AB (company registration number 556556-3367) (the `Company'),
representing 50% (fifty per cent) of the share capital and votes in the
Company and all of the Seller's holding in the Company.
1.3 The Seller shall on the date of this Agreement, subject only to the
payment of the Purchase Price in accordance with Clause 3.2, deliver to
the Buyer all share certificates pertaining to the Shares.
2. WARRANTIES
The Seller makes and the Buyer relies on no warranties whatsoever in
respect of the Shares or the Company, except that the Seller warrants that
it has full and unencumbered title to the Shares and that it may pass such
title to the Buyer.
3. PURCHASE PRICE
3.1 The Purchase Price shall be SEK 250,000, representing the nominal amount
of the Shares. The Purchase Price shall be paid by using the attached
wiring instructions.
3.2 The Buyer shall, subject only to the delivery of the share certificates
pertaining to the Shares, pay the Purchase Price to the Seller; and the
Buyer shall not be obliged to pay the Purchase Price until the Buyer has
received physical possession of the share certificates pertaining to the
Shares endorsed in blank or endorsed to the Buyer.
4. CHOICE OF LAW
This Agreement shall be governed by Swedish law.
5. ARBITRATION
5.1 Any dispute, controversy or claim arising out of or in connection with
this Agreement, or the breach, termination or invalidity thereof, shall be
settled by arbitration in
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accordance with the Rules of the Arbitration Institute of the Stockholm
Chamber of Commerce. The arbitral tribunal shall be composed of three
arbitrators, all appointed by the Institute.
5.2 The place of arbitration shall be Stockholm.
5.3 The language to be used in the arbitral proceedings shall be English.
6. SIMULTANEOUS TRANSACTIONS
The parties hereto acknowledge and agree that the sale of the Shares
contemplated hereby and the sale of the Shares contemplated by that certain
Agreement dated the date hereof between the Seller and Catella Holding AB shall
occur as part of one simultaneous closing, it being understood that no portion
of such closing shall be deemed to occur unless all portions of such closing
shall have occurred.
Stockholm August 18 1999
Crown NorthCorp Inc Catella Boardrom Consulting AB
/s/ Xxxxxx X. Xxxxx /s/ Per Lekvall
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Chairman and Chief Managing Director
Executive Officer
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