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BETWEEN: XXXXXXX XXXXXXX XxXXXX, XXXXXXX XXXX XXXXXX, XXXXXXX XXXXX,
XXXXXX XXX XXXXXX, XXXXX XXXXXX XXXXX and XXXXXX XXXXXX
XXXXXX
("THE VENDOR")
AND: XXXXXXX INVESTMENTS (NZ) LIM1TED
(THE PURCHASER')
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AGREEMENT FOR SALE AND PURCHASE
OF SHARES
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XX XXXXXXXX & CO
SOlICITORS
XXXXX 0
000 XXXXX XXXXX XXXX
P0 BOX 21 850
WAITAKERE CITY
E-475
MEMORANDUM OF AGREEMENT made this 26th day of January One thousand nine hundred
and ninety five
BETWEEM XXXXXXX XXXXXXX XxXXXX, XXXXXXX XXXX XXXXXX, XXXXXXX XXXXX,
XXXXXX XXX XXXXXX, XXXXX XXXXXX XXXXX and XXXXXX XXXXXX XXXXXX
all of Auckland (hereinafter called "the Vendor") of the one part
AND XXXXXXX INVESTMENTS (NZ) LIMITED at Auckland (hereinafter called
"the Purchaser") of the other part
WHEREAS
A. PERSONAL COMPUTER SYSTEMS (1993) LIMITED is a duly incorporated Company
carrying on business at Auckland and other parts of New Zealand and having
a nominal share capital of ONE THOUSAND DOLLARS ($1,000.00) divided into
1,000 fully paid up ordinary shares of ONE DOLLAR ($1.00) each (hereinafter
called "the Company").
B. The Vendor is the 1egal and beneficial owner of the shares in the capital
of the Company as set opposite their respective names in Schedule "A"
hereto (hereinafter called "the said shares").
C. The Vendor has agreed to sell to the Purchaser the respective shares in the
capital of the Company with all rights attaching thereto and the Purchaser
has agreed to purchase from the Vendor the said shares in the proportions
nominated by the Purchaser at and for the total purchase price of SIX
HUNDRED & TWENTY FIVE THOUSAND DOLLARS ($625,000.00) plus G.S.T. if any -
see
E-476
2
Clause 18 (hereinafter called "the Purchase Price").
D. THE parties acknowledge that this Agreement and the transfer of the said
shares referred to herein shall exclude the Company's video base training
division. SEVEN DIMENSIONS TRAINING SYSTEMS which shall remain the property
of the Vendor notwithstanding the terms of this Agreement.
E. The Vendor and the Purchaser are now desirous of formalising such verbal
arrangement in writing
NOW IT IS MUTUALLY AGREED as follows:
1. THE Purchaser shall pay to the Vendor by way of deposit the sum of ONE
THOUSAND DOLLARS ($1,000.00) upon the signing of this Agreement and a
further sum of FIVE THOUSAND DOLLARS ($5,000.00) upon this Agreement
becoming unconditional which monies shall be paid to the Trust Account of
the Vendor's Solicitor. The said sums are to be in reduction of the said
Purchase Price.
2. (i) THE balance of the Purchase Price namely SIX HUNDRED & NINETEEN
THOUSAND DOLLARS ($619,000.00) shall be paid as follows:
(a) As to the sum of TWO HUNDRED & TWENTY THOUSAND DOLLARS
($220,000.00) by way of the Purchaser transferring to the Vendor
fully paid ordinary shares in XXXXXXX INVESTMENTS (NZ) LIMITED in
accordance with the provisions of paragraph 21 herein.
(b) As to the sum of THREE HUNDRED & NINETY NINE THOUSAND DOLLARS
($399,000.00) (and subject to the provisions of paragraph 21
herein) by way of the Purchaser executing on the Settlement Dare
in favour of the Vendor a first
E-477
3
mortgage of all its shares in the Company providing for the
following:
(A) Term: That period expiring on the 31st day of
March 1995
(B) Penalty Interest: Penalty interest at a rate 2% above the
Bank of New Zealand base lending rate
(commercial) shall apply to the advance
for that period where the Principal Sum
remains outstanding beyond the 31st day
of March 1995
(ii) The Purchase Price excludes interest and the parties agree that where
in relation to this Agreement it is necessary to determine an
acquisition price for the purposes of Sections 64B and 64M of the
Income Tax Xxx 0000 the consideration payable under this Agreement is
the lowest price the parties would have agreed upon for the sale and
purchase of the shares in terms of Paragraph (c) (1) of the definition
of a "core acquisition price" in Section 64B of that Act.
3.
(a) THE Date of Settlement shall be the 27th day of January 1995 or
earlier by mutual agreement (herein called "the Settlement Date") at
which time all incoming and outgoings of the Company shall be
apportioned between the parties.
(b) THE parties acknowledge that the Purchase Price has been established
on the basis that such purchase price equals 3.75 times the net profit
after tax of the Company for the year ending the 31st day of July 1994
which profit is evidenced by the books of account attached hereto and
marked "Schedule "B".
E-478
4
(c) THAT in the event that the net profit after tax of the Company for the
year ending 31 July 1994 is shown by audit on the Settlement Date (or
as soon as practicable thereafter) to be less than the amount referred
to in the books of account of the Company attached hereto and marked
"Schedule B", based on results derived on an annualized basis from 1
August 1993 to 31 July 1994, and adjusted to exclude the Seven
Dimensions Training Systems business activities, then the purchase
price shall be reduced having regard to the parties' Agreement that
the purchase price has been established on the basis of 3.75 x the net
profit after tax of the Company."
(d) THE parties acknowledge that the audit of the company's accounts as
required in terms of Clause 3(c) hereof shall be conducted by the
auditors for the purchaser."
4. NOTWITHSTANDING the transfer now made by the Vendor to the Purchaser of the
said shares so sold, such transfer of shares is hereby acknowledged by the
Purchaser to be without prejudice to the repayment of the said monies (if
any) still owing to the Vendor hereunder and to the Vendor's rights to
recover the same from the Purchaser.
5. UPON the payment of the balance of purchase price referred to in Clause 2
herein the Vendor will hand to the Purchaser at the office of the Vendor's
Solicitor or such other place as may be mutually agreed upon:
(a) TRANSFERS of the said shares in the Company to the Purchaser executed
by the Vendor (and each of them) in registerable form.
(b) THE share certificates (if any) for the said shares.
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5
(c) RESIGNATIONS in writing of the Vendor and all Officers of the Company
including Directors and Secretary and an acknowledgement by each of
them, and by each and every Shareholder of the Company, that no monies
are owing to any of them whatsoever whether by way of fees, salary or
otherwise.
(d) COMMON Seal, Certificate of Incorporation, Share Register, Mortgage
Register, Minute Book, Books of Account, Memorandum and Articles of
Association, Ownership documents of all descriptions (including
Certificates of Title of land (if the Company owns land) and motor
vehicle registration papers), all other books, papers and assets of
the Company together with any Leases including Leases of real estate
(subject to the provisions of paragraph 6(u).
6. IN consideration of the Purchase Price the Vendor warrants to the Purchaser
as follows:
(a) THAT the capital of the Company is as set out in the recitals to this
agreement and that all the said shares in the capital of the Company
are paid up in full and in the case of shares fully or partly paid up
otherwise than for cash, that all the provisions of Section 60 of the
Companies Xxx 0000 have been duly complied with.
(b) THAT the said shares are free from any lien, charge or other
encumbrance whatever and that no person other than the Vendor
respectively has any legal or equitable interest in the said shares.
(c) THAT there are no monies owing to the Vendor respectively by the
Company in respect of the said shares.
(d) THAT the Vendor shall not permit to be passed before the Settlement
E-480
6
Date any resolution by the Company altering its share capital or
changing its name.
(e) THAT as shareholders of the Company the Vendor (and each of them) doth
hereby waive any pre-emptive rights which they may have in respect of
the said shares in the Company held by every other shareholder.
(f) THAT the Purchase Price has been calculated so as to include the
balances of the Shareholders' loan accounts (if any) and loans to
employees. Shareholders and Company officers (if any) as at the
Settlement Date and the Vendor shall not call upon the Company to
repay the balance of any loan account. The vendor shall further ensure
that all monies owed by them to the Company by way of Shareholder's
loan accounts or otherwise and any other loans owing by employees,
shareholders or company officers or otherwise shall be repaid in full
to the Company at the Settlement Date.
(g) THAT no matters of substantial policy of the Company will be decided
prior to the Settlement Date without reference to the Purchaser and
the approval in writing of the Purchaser which approval shall not be
unreasonably or arbitrarily withheld.
(h) THAT they shall not declare, or pay, any distribution of profit or
capital to themselves or any other party in respect of income for the
year ended 31 March 1994 or the Settlement Date (whichever is the
later) or incur any expenditure up to the Settlement Date other than
in respect of salaries at the current rate, motor vehicle expenses,
telephone expenses, interest, entertainment expenses and usual
operating and trading expenses at levels already established.
(i) THAT from the date of this Agreement the Vendor being all the
E-481
7
Shareholders of the Company shall, if required by the Purchaser,
continue to provide services to the Company on the same terms and
conditions currently applying up to the Settlement Dare and shall be
reimbursed by the Company for such services on the basis currently
existing and PROVIDED FURTHER the said XXXXXXX XXXX XXXXXX and XXXXXX
XXX XXXXXX shall provide the said services to the Company at the cost
of the Company for that period expiring 25 February 1995.
(j) THAT they shall secure the passing of Directors' Resolutions approving
the share transfers transferring their holdings of the said shares in
the Company to the Purchaser and or its nominee.
(k) THAT there are no material contracts, contingent liabilities or
arrangements existing or contemplated relating to the Company
(including, but not limited to, agreements with staff, suppliers or
customers) other than as already disclosed to the Purchaser or those
which arise in the normal course of reasonable and prudent business
operation.
(1) THAT no legal proceedings of any kind are being taken against the
Company and that the Vendor (and each of them) is not aware of any
litigation or legal proceedings against the Company pending or
threatening, or circumstances which may give rise to the same.
(m) THAT they are not aware of any cause of action in respect of which the
Company is not fully indemnified against breach of contract, or other
matter which could or might be used for the purpose of commencing
proceedings either civil or criminal against the Company.
(n) THAT the Company has, as and when required by Law, rendered to the
Revenue authorities all necessary returns (including, but not limited
to, retains in respect of Goods and Services Tax, PAYE, Income Tax and
E-482
8
Fringe Benefit Tax) and that such returns have been made on a proper
basis and that there is no dispute outstanding with the Revenue
authorities in respect of the same and that all tax for which the
Company is or has been liable, has been paid for the period ending on
the Settlement Date.
(o) THAT all current licences, authorities, permits and agreements
required to carry on the business of the Company are at the date
hereof and will at the Settlement Date be in full force and effect and
will not be withdrawn by reason of the acquisition of the said shares
by the Purchaser.
(p) THAT prior to the Settlement Date the Company shall have complied with
all the requirements of the Companies Xxx 0000 and any Act or Acts
amending the same in relation to the filing of annual returns and any
other documents required to be filed with the Registrar of Companies.
(q) THAT on Settlement Date there will be no pension, retiring allowance
or other benefit payable by the Company to any employee or Officer of
the said Company (either Director, Secretary or otherwise) on their
retirement or resignation from office or termination of their
employment with the said Company.
(r) THE Vendor shall indemnify and save harmless the Purchaser against any
costs and damages suffered by the Purchaser arising from any liability
that may exist in respect of Agreements and arrangements entered into
prior to the Settlement Date between the Vendor, or the Company and
third parties.
(s) THAT the Vendor shall complete at their own cost in all things any
audit of the Company for the period up to the Settlement Date if an
audit of the Company is required by the Revenue Authorities at any
time.
(t) THAT the net profit of the Company is that which is recorded as at the
E-483
9
31st day of July 1994 in the attached books of account of the Company
attached hereto and marked "Schedule B".
(u) THE Vendor warrants that it has complied in all respects with the
terms of all Leases between the Company and third parties in respect
of real estate, buildings or otherwise AND FURTHERMORE the Vendor
warrants that it shall not commit the Company to any new or renewals
of Leases in respect of real estate, buildings or otherwise without
the written consent of the Purchaser and the Vendor further warrants
to arrange for a complete surrender of its Lease of premises at Xxxx
X, 000 Xxxxxxxx Xxxx, Xx Xxxx to occur on the 31st day of March 1995
and pending expiry of the Lease by affluxion of time or surrender the
Company shall be responsible in all respects with all obligations
under the Lease including but not limited to payments in respect of
rental PROVIDED THAT the Vendor shall indemnify the Purchaser and the
Company in respect of any loss suffered by either as a consequence of
any breach by the Company of the provisions of the Lease prior to the
date of this Agreement.
(v) THAT it has complied with all terms of agency agreements and
dealerships and that the same will at the Settlement Date be in full
force and effect and will not be withdrawn by reason of the
acquisition of the said shares by the Purchaser and that the Vendor
shall take all steps to ensure the smooth and co-operative maintenance
of agreements and dealerships after the Settlement Date.
(w) THAT the Vendor has not provided to any third party any options in
respect of the shareholding referred to herein.
6.A NEITHER party shall, without the express consent of the other, make use of
(whether for its own purposes or otherwise), or divulge to any person,
firm, company or other entity whatsoever, any information or facts relating
to any aspect of this Agreement or matters whatsoever relating thereto.
X-000
00
0. NO covenant or warranty on the part of the Vendor or of the Purchaser shall
be merged or become of no effect upon settlement hereof or any assurances
pursuant hereto but the same shall remain outstanding and binding upon the
Vendor and his respective Executors and Administrators and the Purchasers
according to the tenor thereof.
8. THE Purchaser shall procure by no later than the 31st day of March 1995 or
upon repayment of the mortgage of shares referred to in Clause 2(i) herein
(whichever is the earlier) the release of the Vendor from all guarantees,
indemnities and other personal covenants, undertaking, liability for the
debts or liabilities of the Company and shall indemnify and save harmless
the Vendor from and against all liabilities of the Company, except to the
extent that such may be the subject of indemnity by the Vendor to the
Purchaser or the Company by virtue of this Agreement.
9. EACH of the parties undertakes to take all steps, sign all documents and
exercise all rights including voting rights necessary to carry this
agreement into effect.
10. ALL differences of disputes which may arise between the parties hereto or
any of them touching or concerning this agreement or the construction
thereof or the rights or liabilities of any part hereunder shall be
determined by the arbitration of a single arbitrator if the parties can
agree on one or failing such agreement by two arbitrators (one to be
appointed by the Vendor and the other by the Purchaser) and their umpire in
accordance with the Arbitration Xxx 0000.
11.
(i) IF the Purchaser shall make default in payment of any instalment of
the purchase monies hereby agreed to be paid or in the performance or
observance of any other stipulation or agreement on the part of the
Purchaser herein contained and such default shall be continued for the
space of fourteen (14) days, the time for such payments and
performances
E-485
11
fixed by this Agreement being strictly of the essence of the contract.
then and in such case the Vendor without prejudice to their other
remedies forthwith or at any time hereafter may at their option
exercise all or any of the following remedies, namely:
(a) ENFORCE specific performance of this Agreement including the
payment of all monies payable hereunder in which case the whole
of the unpaid purchase monies shall be deemed to have become due
and payable to the Vendor notwithstanding that the due dare of
payment thereof as aforesaid may not have arrived.
(b) RESCIND this contract of sale and thereupon all monies hereto
before paid shall be forfeited to the Vendor.
(c) RE-ENTER upon and take possession of the lands and properties of
the Company without the necessity of giving any notice or making
any form of demands.
(d) RESELL the said shares in the Company either by public auction or
private contract subject to such stipulations as they may think
fit and any deficiency in price which may result on and all
expenses attending a resale or attempted resale shall be made
good by the Purchaser and shall be recoverable by the Vendor as
liquidated damages the Purchaser receiving credit for any payment
in reduction of the Purchase Price. Any increase in price on
resale after reduction of expenses shall belong to the Purchaser.
(e) TO claim from the Purchaser interest on the unpaid portion of the
Purchase Price at that interest rate being 2% above the Bank of
New Zealand based lending rate (commercial).
(ii) IF the Vendor shall make default in the performance or observance of
any
E-486
12
stipulation or agreement on the part of the Vendor herein contained
(hereinafter called "the Default") then the Purchaser without
prejudice to its other remedies, may forthwith, or at any time
hereafter at its option, exercise all or any of the following
remedies:
(a) ENFORCE specific performance of this Agreement
(b) RESCIND this Contract of sale and thereupon all monies hereto
before paid shall be refunded to the Purchaser forthwith as
liquidated damages together with interest on such sums at the
interest rate of 10% per annum from the date (or dates) of
payment by the Purchaser until repayment.
(c) CHARGE to the Vendor an amount representing 10% per annum of the
Purchase Price by way of damages (hereinafter called "penalty
interest") for the period from the Settlement Date (or the date
of default whichever is earlier) to the date upon which the
Vendor shall have performed or observed the said stipulations or
agreements on the part of the Vendor herein contained or
otherwise remedied the default. The said sum of penalty interest
shall be deducted from the Purchase Price at the Purchaser's
option in the event that this Agreement is eventually performed.
(d) RECEIVE all profits and rents from the Company notwithstanding
that the Settlement Date has passed and the Purchase Price
remains unpaid.
12. IN consideration of the Purchaser entering into these presents at the
request of the Vendor, XXXXXXX XXXXX and XXXXXXX XXXX XXXXXX being Officers
of the Company COVENANTS with the Purchaser that they (and each of them)
E-487
13
shall not for a period of one (1) year from the Settlement Date, or
termination of employment with the Purchaser, Sealcorp Computer Products
Limited or their respective subsidiaries (whichever is the later) either
directly or indirectly carry on or be engaged or concerned or interested or
in partnership with or as manager, agent or servant in any business or
enterprise involved or associated with the sale at wholesale, retail or
otherwise of all products of the type and nature currently sold by the
Company (and its subsidiaries, if any), and the Purchaser (and its
subsidiaries, if any) and Sealcorp Computer Products Limited (or any of its
subsidiaries, if any). This restraint shall apply to the whole of New
Zealand. This provision shall be altered to the extent and in respect of
those shareholders specifically referred to in Schedule "C" hereof.
13. THE Vendor (and each of them) warrant that all information provided and
divulged to the Purchaser in respect of all matters touching upon this
Agreement are true and correct and that no material omissions have been
made in respect of the same and furthermore the Vendor (and each of them)
HEREBY IDEMNIFY the Purchaser in respect of the full value of:
(i) UNDISCLOSED liabilities whether revealed before the Settlement Date or
after the Settlement Daze, (whether contingent or otherwise,
including, but not limited to, Income Tax, Goods and Services Tax,
Fringe Benefit Tax and PAYE).
(ii) FIXED Assets forming part of this Agreement which are not either
available at the Settlement Date or are not in full operational order
at the Settlement Date and to this end the Vendor shall provide to the
Purchaser at the time of signing this Agreement a full and precise
list of fixed assets
E-488
14
including a list of plant fixtures and fitting.
14. THE parties acknowledge that the Purchaser shall provide employment
contracts to the following only of the Company's staff on new terms and
conditions:
(i) XXXXXX XXXXXXXXXX (or replacement)
Term : twelve (12) months from the date of this Agreement
(ii) XXXX XX-XXXX
Term : twelve (12) months from the date of this Agreement
(iii) XXXXXXXX XXXXXX and XXXXX XXXX
Term: to be advised
(iv) XXXXXXX XXXXX
Term : three (3) years from the date of this Agreement
15. (i) SUBJECT to the provisions of paragraph 14 herein the Vendor
shall be responsible for all redundancy payments arising out
of redundancies which it creates up to and including the
Settlement Daze in respect of the employees of the Company.
(ii) THE parties warrant to take all steps and do all things in
order to ensure the total confidentiality of themselves and
the redundant employees in relation to all redundancy
agreements entered into and redundancy payments made to the
said redundant employees by the Purchaser.
(iii) SUBJECT to the preceding sub-paragraphs the Vendor warrants
that all employees of the Company shall be paid all monies
to which they are owed up to the Settlement Date including
but not limited to redundancy, wages, salary, holiday pay
and commissions (if any).
16. (i) IN consideration of the Purchase Price the Vendor (and each
of them) give up the full right, interest and use of the
name PERSONAL COMPUTER SYSTEMS (1993) LIMITED (or any part
of that name as
E-489
15
required by the Purchaser) from the Settlement Date and the
Vendor (and each of them) shall execute all documents and do
all things necessary to satisfy this provision including, if
required by the Purchaser, execution of Transfer or
assignment of Trade Xxxx or otherwise in favour of the
Purchaser and/or its nominee.
(ii) THE Vendor shall transfer to the Purchaser all of its
intellectual property rights and interests (including all
designs, logos, Trade Marks, names, licences, permits,
consents and other authorisations) used by the Vendor and
the Company in the conduct of the business of the Company.
17. SUBJECT to earlier provisions herein the parties shall bear their own costs
in connection with preparation, execution and settlement of this Agreement
and all incidental attendances thereto PROVIDED HOWEVER that the Purchaser
shall meet the reasonable costs of the Vendor's solicitor in connection
with preparation, execution and registration of the mortgage of shares
referred to in paragraph 2(i) herein.
18. UNLESS otherwise expressly stated herein the parties are contracting on the
understanding that the supply made pursuant to this Agreement is a supply
within Section 11(1) (c) of the Goods and Services Tax Xxx 0000 on which
G.S.T. is chargeable at the rate of zero percent PROVIDED THAT if it
transpires that any G.S.T. is payable in respect of the supply then:
(a) THE Purchaser shall pay to the Vendor the G.S.T. which is so payable
in one sum on the Settlement Date or such later date that the parties
may agree upon.
(b) IF the supply under this Agreement is a taxable supply the Vendor
shall deliver a tax invoice to the Purchaser on or before the
Settlement Date or
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16
such earlier date as the Purchaser is entitled to delivery of an
invoice under the G.S.T. Act.
(c) WHERE G.S.T. is not paid to the Vendor by the Purchaser where such
payment is legally payable, then the Purchaser shall pay to the Vendor
(i) INTEREST at the rate of 10% per annum on the amount of G.S.T.
unpaid from the date referred to in paragraph 21(a) herein until
payment; and
(ii) ANY default G.S.T., being any additional G.S.T., penalty or any
other sum levied against the Vendor by reason of non payment
within the meaning of the G.S.T. Act other than any sum levied
against the Vendor by reason of a default to the Vendor after
payment of G.S.T. to the Vendor by the Purchaser.
19. THE Purchaser will not exploit (whether directly or indirectly) for the
Purchaser's own purposes any customer information or any other information
imparted to or acquired by the Purchaser in the course of the Purchaser's
review of the business of the Company and in the course of all negotiations
and other matters incidental to this sale and purchase. The Purchaser
undertakes, that it will not, without the prior written consent of the
Vendor,:
(a) USE this information for any purpose other than to consider whether to
buy the said shares in the Company
(b) DISCLOSE to any other party any information provided by the Vendor
relating to the Company
(c) COPY in any form any of the customer information provided to the
Purchaser by the Vendor or acquired by the Purchaser, and, if required
by the Vendor, shall return such information immediately to the Vendor
and
E-491
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shall keep confidential such information.
(d) SOLICIT the Company's suppliers, distributors and clients.
This provision shall apply only up to the Settlement Date in the event that
this Agreement becomes unconditional and is settled in full otherwise the
provision shall apply for a period of one (1) year from the date of this
Agreement.
20. FOR the sake of clarity the parties acknowledge that the Company occupies
those premises referred to in Schedule "D" as tenants.
21. FOR the sake of clarity the parties acknowledge that the Vendor shall
acquire as soon as practicable after the Settlement Date shares in XXXXXXX
INVESTMENTS LIMITED (CANADA) to the value of TWO HUNDRED & TWENTY THOUSAND
DOLLARS ($220,000.00) in partial satisfaction of the purchase price as
referred to in Clause 2(i)(a) hereof. Pending issue of the shares in
XXXXXXX INVESTMENTS LIMITED (CANADA) and transfer of the same to the Vendor
in satisfaction of this provision the Purchaser shall execute in favour of
the Vendor a mortgage of shares securing the said sum of TWO HUNDRED &
TWENTY THOUSAND DOLLARS ($220,000.00) in addition to the mortgage of shares
referred to in paragraph 2(i)(b) hereof to the intent that the mortgage of
shares shall secure an initial sum of SIX HUNDRED & NINETEEN THOUSAND
DOLLARS ($619,000.00) on the terms outlined in Clause 2(i)(b)(A) and (B).
The said mortgage of shares shall provide for partial satisfaction in the
sum of TWO HUNDRED & TWENTY THOUSAND DOLLARS ($220,000.00) immediately the
transfer of shares in XXXXXXX INVESTMENTS LIMITED (CANADA) in favour of the
Vendor shall occur in accordance with the terms herein.
22. EXECUTION of this Agreement by all parties referred to herein shall bind
each of those parties to this Agreement as if they were contracting parties
to the same in respect of those provisions to which their obligations
relate.
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18
SCHEDULE A
----------
XXXXXXX XXXXXXX XxXXXX 65 shares
XXXXXXX XXXX XXXXXX 164 shares
XXXXXXX XXXXX 480 shares
XXXXXX XXX XXXXXX 166 shares
XXXXX XXXXXX XXXXX 110 shares
XXXXXX XXXXXX XXXXXX 15 shares
SCHEDULE B
----------
COMPANY'S ACCOUNTS
See Attached
SCHEDULE C
----------
The Restraint of Trade provision referred to in paragraph 12 of the Agreement
shall, in respect of XXXXXXX XXXXX, apply from the time he ceases employment
with the Company or XXXXXXX INVESTMENTS (NZ) LIMITED or SEALCORP COMPUTER
PRODUCTS LIMITED (or any of their respective subsidiaries), whichever is the
later and in respect of XXXXXXX XXXX XXXXXX, the restraint provision referred to
in paragraph 12 shall apply from the Settlement Date unless XXXXXXX XXXX XXXXXX
enters into employment with the abovementioned companies (or any of their
respective subsidiaries) in which case the restraint provision referred to in
paragraph 12 shall apply from the time he ceases employment with the said
companies (or any of their respective subsidiaries).
SCHEDULE D
----------
Those premises at Xxxx X, 000 Xxxxxxxx Xxxx, Xx Xxxx
E-493
19
IN WTTNESS WHEREOF this Agreement has been executed the day and year first
hereinbefore mentioned.
EXECUTED by the Vendor )
XXXXXXX XXXXXXX XxXXXX ) /s/ Xxxxxxx Xxxxxx XxXxxx
XXXXXXX XXXX XXXXXX ) /s/ Xxxxxxx Xxxx Xxxxxx
XXXXXXX XXXxX and ) /s/ Xxxxxxx Xxxxx
XXXXXX XXX XXXXXX ) /s/ Xxxxxx Xxx Xxxxxx
in the presence of:
/s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
0/000 Xx. Xxxxxx'x Xxxx
Xxxxxx, Xxxxxxxx
Solicitor
EXECUTED by the Vendor )
XXXXX XXXXXX XXXXX ) /s/ Xxxxx Xxxxxx Xxxxx
in the presence of: )
/s/ [ILLEGIBLE]
000 Xxxxxx Xx
Xxxxxxxxxx
Technical Specialist
EXECUTED by the Vendor )
XXXXXX XXXXXX XXXXXX ) /s/ Xxxxxx Xxxxxx Xxxxxx
in the presence of:
/s/ [ILLEGIBLE]
ACCOUNTANT
[ILLEGIBLE]
EXECUTED by the Purchasers ) /s/ MB Xxxxxxx
in the presence of )
/s/ Xxxxxx X. Xxxxxx
(Xxxxxx Xxxxxx)
000 Xxxx Xxxxxxx Xxxxx
Xxxx Xxxxxxx
Xxxxxxxx
(Product Manager)
E-494
[LOGO]
Xxxx X. 000 Xxxxxxxx Xxxx. Xx Xxxx
P.O. Box 41-158. St Lukes. Auckland
Telephone (00) 000-0000
Fax (00) 000-0000
Applelink NZ0035
29 September 1994
Additional Notes to July 1994 Consolidated Trading and Profit & Loss Statement
for Personal Computer Systems (1993) Ltd.
The set of accounts presented with this summary is for our company from 1 April
1994 to 31 July 1994 in the style as for those that you have already for the
nine months 1 July 1993 to 31 March 1994. The procedures for arriving at the end
result in both instances are the same but we have taken into account as at 31
July 1994 those accrual factors highlighted by Coopers & Xxxxxxx people during
their audit, except for the amortisation of goodwill which we believe is not an
issue at this time.
The summary is prepared on an annualised basis 1 August 1993 to 31 July 1994;
and adjusted to exclude Seven Dimensions Training Systems business activities
from the performance of Personal Computer Systems (1993) Ltd. for this period.
The performance recorded is considered satisfactory in the context that sales
for the six months 1/4/94 to 30/9/94 will be down on budget (at this time we
predict about $100,000) thus impacting on the bottom line. This result we
believe is primarily because of the price reduction policy for all products (up
to 50% in some instances) introduced by Claris in May this year now impacting on
revenue figures. However, our gross margins remain as previously for Claris
products.
I have already forwarded you our projections for the next six months trading.
From my handwritten notes attached to those forecasts you will see that we have
aggressive business activities already in place (ie. two new product/sales
people) and with the substantial support of the Xxxxxxx Group in the financial
and marketing areas particularly, there is no reason to believe that the targets
set can not be achieved. With the other economies of scale we have applied in
the overhead area (eg. exclusion of Xxx & Xxx Xxxxxx from staff roll from 1
November 1994), profitability should be even better than we are realistically
able to project.
E-495
2.
Summary:
NB: As seen by Coopers... but see page 3 for adjusted summary inc1uding Quark
MDF/Technical Support Credit not avialable at time of first schedule.
Net Profit Recorded in Accounts:
a) 9 months 1/7/93 to 31/3/94 - $ 114.315 *8/9 = $ 101,613
b) 4 months 1/4/94 to 31/7/94 - = $ 46.168
---------
$ 147.781
---------
Adjustment for Seven Dimensions:
a) 9 months 1/7/93 to 31/3/94 add back - consultancy $ 6.609
royal ties $ 22,532
---------
$ 29,141
---------
ie. $487.351 - $ 29,141= $458.210 *8/9 = $407.298 * 14% =
= $ 57,022
b) 4 months 1/4/94 to 31/3/94 -
ie. $ 256.342 * 14% = $ 35,888
---------
Seven Dimensions Adjustment $ 92,910
---------
Adjusted Net Profit Summary:
a) Net profit recorded = $ 147,781
b) Seven Dimensions Adjustment = $ 92,910
---------
Adjusted Net Profit for the year 1/8/93 to 31/7/94 = $ 240,691
less provision for taxation $ 79,428
---------
Net profit after tax for period 1/8/93 to 31/7/94 $ 161.264
---------
E-496
3.
Summary:
NB: As adjusted for Quark MDF/Technical Support Credit of $ 15,082.
Net Profit Recorded in Accounts:
a) 9 months 1/7/93 to 31/3/94 - $ 114,315 * 8/9 = $ 101,613
b) 4 months 1/4/94 to 31/7/94 - = $ 61,250
---------
$ 162,863
---------
Adjustment for Seven Dimensions:
a) 9 months 1/7/93 to 31/3/94 add back - consultancy $ 6,609
royalties $ 22,532
--------
$ 29,141
--------
ie. $487,351 - $ 29,141= $453,210 *8/9 = $ 407,298 * 14% =
= $ 57,022
b) 4 months 1/4/94 to 31/3/94 -
ie. $ 256,342 * 14% = $ 35,888
--------
Seven Dimensions Adjustment = $ 92,910
---------
Adjusted Net Profit Summary:
a) Net profit recorded = $ 162,863
b) Seven Dimensions Adjustment = $ 92,910
---------
Adjusted Net Profit for the year 1/8/93 to 31/7/94 = $ 255,773
less provision for taxation $ 84,405
---------
Net profit after tax for period 1/8/93 to 31/7/94 $ 171,368
---------
E-497
[LOGO OF LAY XXXX AND PARTNERS]
PERSONAL COMPUTER SYSTEMS (1993) LIMITED
FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31ST JULY 1994
E-498
[LOGO OF LAY XXXX AND PARTNERS]
PERSONAL COMPUTER SYSTEMS (1993)
LIMITED
FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31ST JULY 1994
COMPUTER SOFTWARE
AUCKLAND
CONTENTS
Company Register
Directors Report
Notes to the Financial Statements
Trading Statement
Profit and Loss Account
Balance Sheet
Fixed Asset Depreciation Schedule
E-499
[LOGO OF LAY XXXX AND PARTNERS]
PERSONAL COMPUTER SYSTEMS (1993)
LIMITED
COMPANY REGISTER
FOR THE PERIOD ENDED 31ST JULY 1994
AUTHORISED CAPITAL : 1,000 Fully paid
$1 Ordinary Shares
COMPANY NUMBER : AK 592015
DATE OF INCORPORATION : 15 June 1993
REGISTERED OFFICE : 000 Xxxxxxx Xxxx
Xxxxxxxx
SHAREHOLDERS : XX Xxxxx 480 Shares
XX XxXxxx 65 Shares
XX Xxxxxx 109 Shares
XX Xxxxxx 111 Shares
XX Xxxxx 110 Shares
XX Xxxxxx 15 Shares
KJ & XX Xxxxxx 110 Shares
-----
1000
DIRECTORS : XX Xxxxx -----
: XX Xxxxxx
XX XxXxxx
XX Xxxxx
SECRETARY : XX Xxxxxx
BANKERS : Bank of New Zealand
Dominion Road
Auckland
ACCOUNTANTS : Lay, Xxxx & Partners
Auckland
E-500
[LOGO OF LAY XXXX AND PARTNERS]
PERSONAL COMPUTER SYSTEMS (1993)
LIMITED
DIRECTORS REPORT
FOR THE PERIOD ENDED 31ST JULY 1994
Presented with and forming part of the Accounts for the
period ended 31ST JULY 1994.
Net Profit for the year $30,932.74
After provision for taxation of: 15,235.44
APPROPRIATIONS:
Net Profit was 30,932.74
Accumulated Profit brought forward 74,479.69
-----------
Accumulated Profits to be carried forward $105,412.43
===========
DIVIDENDS: The Directors recommend that no dividend be paid for the
year ended 31ST MARCH 1994.
AUDITORS: Pursuant to section 354(3) of the Companies Xxx 0000 and in
terms of the unanimous resolution passed at the last Annual
General Meeting, the accounts have not been audited.
GENERAL: There has been no change in the main activities of the
company during the year under review.
STATE OF AFFAIRS: The state of the company's affairs is satisfactory.
.............................. Director / /1994
E-501
[LOGO OF LAY XXXX AND PARTNERS]
PERSONAL COMPUTER SYSTEMS (1993)
LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31ST JULY 1994
1. ACTIVITY
The principal business activity of PERSONAL COMPUTER SYSTEMS (1993) LIMITED
is that of computer software and has not changed during the period.
2. STATEMENT OF ACCOUNTING POLICIES
(1) GENERAL ACCOUNTING POLICIES
(A) The general accounting principles appropriate for measurement and
reporting of profit under the historical cost method are used by
PERSONAL COMPUTER SYSTEMS (1993) LIMITED for the preparation of
these accounts.
(B) Accrual accounting is used to match expenses and revenues.
(C) Reliance has been placed on the fact that the company is a going
concern.
(2) PARTICULAR ACCOUNTING POLICIES
(A) Depreciation
Depreciation is written off fixed assets on a diminishing value
basis at the maximum rates permitted for tax purposes. These
rates are considered appropriate in the circumstances.
(B) Inventories and Work in Progress
Inventories and Work in Progress have been valued by the
Directors, at the lower of cost or net realisable value.
(C) G.S.T
These financial statements have been prepared on a G.S.T.
exclusive basis of accounting, except for Accounts Receivable and
Accounts Payable stated in the Balance Sheet which are GST
inclusive. Any G.S.T. due or recoverable is disclosed in the
Balance Sheet.
(D) Accounts Receivable
Accounts Receivable are stated at expected net realisable value.
E-502
[LOGO OF LAY XXXX AND PARTNERS]
-2-
(E) Taxation
Taxation charged to the Profit and Loss Account is based on the
Company's assessable income.
Profit Before Taxation $ 46,168.18
Profit Subject to Taxation $ 46,168.18
===========
Taxation Charge $ 15,235.44
===========
Imputation Credits (subject to Inland Revenue Department
Assessments) available to Shareholders at Balance Date are
$294.05.
(D) Goodwill
Goodwill is stated at cost.
(E) Finance Charges
Finance charges resulting from specified lease agreements
and hire purchase contracts are charged against revenue in
the period incurred in accordance with the "Rule of 78
Method".
(3) CHANGES IN ACCOUNTING POLICIES
There have been no significant changes in accounting policies during the
period.
HIRE PURCHASE AND SPECIFIED LEASE CONTRACTS
Current Term
(Less Fin. (Less Fin.
Int Mthly Date of Charges in Charges in
Financier Item Rate Instal Term Advance Advance) Advance)
--------- ---- ---- ------ ---- ------- ---------- ----------
Toyota Toyota 14.46% $515.09 36 Jan 93 6193.08 3096.54
Finance Corolla mnths (710.56) ( 77.24)
NZ Ltd RB3372 -------- --------
$5482.52 $3019.30
-------- --------
4. TERM LOANS
Principal Int Date of Repayment
Sum Rate Term Advance Security Terms
---------- ------ ---- ------- -------------- ---------
$67,500.00 10.15% 3 yrs 10/12/93 Debenture over $1875.00
company Assets Ppl/Mnth
and personal & Int on
guarantees reducing
KJ & XX Xxxxxx balance
DB & XX Xxxxx
5. RELATED PARTY TRANSACTIONS
Net transactions during the year ended 31st July 1994 with Personal
Computer Systems Limited were for taxation and amounted to $760.00
E-503
[LOGO OF LAY XXXX AND PARTNERS]
-3-
6. CONTINGENT LIABILITIES
There are no known contingent liabilities at balance date.
7. CAPITAL COMMITMENTS
There are no capital commitments at balance date.
.....................Director ........................Director
Disclaimer of Liability
We have compiled the financial statements of PERSONAL COMPUTER SYSTEMS (1993)
LIMITED for the period ending 31st July 1994.
compilation is limited primarily to the collection, classification and
summarisation of financial information supplied by the client. A compilation
does not involve the verification of that information. We have not conducted an
audit or review assignment and therefore neither we nor any of our employees
accept any responsibility for the accuracy of the material from which the
financial statements have been prepared. Further, the financial statements have
been prepared at the request of and for the purpose of the client only and
neither we nor any of our employees accept any responsibility on any ground
whatever, including liability in negligence, to any other person.
/s/ Lay Xxxx & Partners
Lay Xxxx & Partners
Auckland
E-504
[LOGO OF LAY XXXX AND PARTNERS]
PERSONAL COMPUTER SYSTEMS (1993) LiMITED
TRADING STATEMENT
FOR THE PERIOD TO 31ST JULY 1994
1994 1994
---- ----
Income
1,546,338 Sales 717,371.10
---------- -----------
1,546,338 717,371.10
---------- -----------
1,546,338 717,371.10
Less Cost of Goods Sold
-- Opening Inventory 305,998.40
1,228,926 Purchases 464,930.30
1,153 Packaging 1,785.58
4,700 Customs Agency --
15,422 Inwards Freight 13,581.09
---------- ----------
1,250,201 786,295.37
305,998 Closing Inventory 370,136.18
---------- -----------
944,203 416,159.19
---------- -----------
$602,135 Gross Profit From Trading $301,211.91
========== ===========
E-505
[LOGO OF LAY XXXX AND PARTNERS]
PERSONAL COMPUTER SYSTEMS (1993) LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE PERIOD TO 31ST JULY 1994
1994 1994
---- ----
Income
------
602,135 Gross Profit From Trading 301,211.91
---------- -----------
602,135 301,211.91
Expenditure
-----------
405 A.C.C. Levy 3,207.73
21,467 Advertising & Promotion 14,381.10
1,223 Bank Charges 467.88
85 Cleaning -
141 Commissions 326.00
133 Computer Expenses -
20,029 Consultants Fees 8,657.89
616 Credit Card Charges 222.90
21,551 Depreciation 7,902.00
Entertainment - Fully
3,485 Deductible 902.71
Entertainment - Non
2,252 Deductible -
11,999 Freight and Cartage 7,219.15
3,443 Fringe Benefit Tax 3,408.93
7,540 General Expenses 1,141.86
Hire of Plant and
4,329 Equipment 2,136.08
6,909 Insurance 2,445.73
1,633 Interest - Use of Money
7,842 Interest - Bank 4,379.44
2,291 Interest - Hire Purchase 436.06
44 Legal Costs -
1,762 Light, Power & Heating 1,145.96
750 Loan Fees -
9,475 Motor Vehicle Expenses 5,306.80
- Penalty Taxes 166.19
Printing, Stationery &
15,187 Postage 13.58
14,092 Rent & Rates 8,278.22
3,706 Repairs and Maintenance 2,116.93
22,532 Royalties 1,278.73
241,895 Salaries 147,740.66
4,530 Secretarial & Accounting 3,805.00
777 Security 209.56
1,148 Seminars & Conferences 85.51
52 Staff Welfare 173.76
787 Subscriptions 1,413.85
Telephones, Fax &
17,462 Telecommunications 19,237.91
12,817 Travelling Expenses 3,099.91
Travelling Expenses -
21,163 Overseas 5,034.26
Overseas Travel-Non
1,799 Deductible --
---------- -----------
487,351 256,342.29
---------- -----------
114,784 Operating Profit 44,869.62
E-506
[LOGO OF LAY XXXX AND PARTNERS]
DISCLAIMER OF LIABILITY
PERSONAL COMPUTER SYSTEMS (1992) LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE PERIOD TO 31ST JULY 1994
1994 1994
---- ----
Other Income
858 Interest Received 161.56
(1,327) Profit on Sale of Assets --
Asset Disposal Adjustment
-- - 31 March 1994 1,137.00
---------- -----------
(469) 1,298.56
---------- -----------
$114,315 NET PROFIT $46,168.18
========== ===========
E-507
[LOGO OF LAY XXXX AND PARTNERS]
PERSONAL COMPUTER SYSTEMS (1993) LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE PERIOD TO 31ST JULY 1994
1994 1994
---- ----
114,315 PROFIT BEFORE INCOME TAX 46,168.18
39,599 Provision for Taxation 15,235.44
---------- ----------
74,716 PROFIT AFTER INCOME TAX 30,932.74
Extraordinary Items
Gain on Realisation of Key
570 Man Life Policy
----------
570 --
---------- -----------
--
PROFIT INCLUDING ----------
75,286 EXTRAORDINARY ITEMS 30,932.74
Retained Profits-
-- Beginning of Year 74,479.69
---------- ----------
75,286 105,412.43
Less: Appropriations & Transfers
Life Insurance Premiums W
806 R Xxxxxx
---------- --
806 -----------
---------- --
RETAINED EARNINGS CARRIED -----------
$74,480 FORWARD $105,412.43
========== ===========
E-508
[LOGO OF LAY XXXX AND PARTNERS]
PERSONAL COMPUTER SYSTEMS (1993) LIMITED
SHAREHOLDERS' CURRENT ACCOUNTS
AS AT 31ST JULY 1994
1994 1994
---- ----
D COWIE
5,750 BALANCE BROUGHT FORWARD 169,812.54
172,100 Capital Introduced --
Capital Introduced ex R A
-- Xxxxxx 42,780.59
---------- ------------
177,850 212,593.13
5,975 Drawings --
2,062 Life Insurance 1,391.58
Income Protection
-- Insurance (117.70)
---------- ------------
8,037 1,273.88
---------- -----------
169,813 211,319.25
KJ & XX XXXXXX
-- BALANCE BROUGHT FORWARD 101,851.29
102,597 Capital Introduced --
Capital Introduced ex R A
-- Xxxxxx 47,058.65
---------- ------------
102,597 148,909.94
80 Drawings
Income Protection
666 Insurance 766.05
---------- ------------
746 766.05
---------- -----------
101,851 148,143.89
R XXXXXX
-- BALANCE BROUGHT FORWARD 30,023.06
30,088 Capital Introduced --
---------- ------------
30,088 30,023.06
65 Drawings --
---------- ------------
65 --
---------- -----------
30,023 30,023.06
X XXXXXX
-- BALANCE BROUGHT FORWARD 5,312.22
5,312 Capital Introduced --
---------- ------------
5,312 5,312.22
---------- -----------
5,312 5,312.22
X X XXXXX
5,750 BALANCE BROUGHT FORWARD --
---------- ------------
5,750
5,750 Drawings --
---------- ------------
5,750
X X XXXXXX
5,750 BALANCE BROUGHT FORWARD 95,839.24
96,049 Capital Introduced --
---------- ------------
101,799 95,839.24
5,960 Drawings 6,000.00
-- Transfer to D Cowie 42,780.59
E-509
[LOGO OF LAY XXXX AND PARTNERS]
PERSONAL COMPUTER SYSTEMS (1993) LIMITED
SHAREHOLDERS' CURRENT ACCOUNTS
AS AT 31ST JULY 1994
1994 1994
---- ----
Transfer to K J & E A
-- Xxxxxx 47,058.65
---------- ------------
5,960 95,839.24
---------- -----------
95,839
X X XXXXXX
2,751 BALANCE BROUGHT FORWARD
---------- ------------
2,751
2,751 Drawings
---------- ------------
2,751
R XXXXX
- BALANCE BROUGHT FORWARD 50,201.50
50,202 Capital Introduced
---------- ------------
50,202 50,201.50
---------- -----------
50,202 50,201.50
---------- ------------
$453,040 $444,999.92
========== ============
E-510
[LOGO OF LAY XXXX AND PARTNERS]
PERSONAL COMPUTER SYSTEMS (1993) LIMITED
BALANCE SHEET
AS AT 31ST JULY 1994
1994 1994
---- ----
AUTHORISED CAPITAL
1000 Ordinary Shares of $1
1,000 Fully Paid 1,000.00
ISSUED CAPITAL
1000 Ordinary Shares of $1
1,000 Fully Paid 1,000.00
74,480 Unappropriated Profits 105,412.43
---------- ------------
$75,480 TOTAL SHAREHOLDERS FUNDS $106,412.43
========== ============
REPRESENTED BY:
CURRENT ASSETS
45 Cash on Hand 45.00
Bank of New Zealand - 25
4,436 Account 117.72
341,626 Accounts Receivable 238,958.58
Seven Dimensions Training
- Systems Limited (4,404.23)
241 Resident Withholding Tx 53.31
305,998 Inventory 370,136.18
---------- -----------
652,346 604,906.56
FIXED ASSETS
10,487 Furniture & Fittings 11,624.30
1,368 Less Prov'n for Dep'n 1,944.00
---------- ------------
9,119 9,680.30
35,278 Motor Vehicles 35,277.88
6,885 Less Prov'n for Dep'n 9,352.00
---------- ------------
28,393 25,925.88
50,186 Office Equipment 50,085.02
12,129 Less Prov'n for Dep'n 16,491.00
---------- ------------
38,057 33,594.02
14,098 Leasehold Improvements 14,097.85
1,169 Less Prov'n for Dep'n 1,666.00
---------- ------------
12,929 12,431.85
---------- -----------
88,498 81,632.05
INVESTMENTS
National Mutual Key Man
410 Life Policy 937.97
---------- -----------
410 937.97
INTANGIBLE ASSETS
255,571 Goodwill - at cost 255,571.30
---------- -----------
255,571 255,571.30
---------- ------------
996,825 TOTAL ASSETS 943,047.88
E-511
[LOGO OF LAY XXXX AND PARTNERS]
PERSONAL C0MPUTER SYSTEMS (1993) LIMITED
BALANCE SHEET
AS AT 31ST JULY 1994
1994 1994
---- ----
CURRENT LIABILITIES
Bank of New Zealand - 00
6,473 Account 58,460.47
5,235 Hire Purchase Creditors 5,482.52
Bank of New Zealand Term
22,500 Loan (Secured) 22,500.00
343,725 Accounts Payable 205,435.45
Personal Computer Systems
401 Ltd (358.56)
39,599 Provision for Taxation 15,235.44
-- Taxation Payable 1993/94 39,358.60
6,068 Goods & Services Tax 10,627.31
---------- -----------
424,001 356,741.23
TERM LIABILITIES
4,929 Hire Purchase Creditors 3,019.30
Bank of New Zealand Term
39,375 Loan (Secured) 31,875.00
---------- -----------
44,304 34,894.30
SHAREHOLDER'S CURRENT
453,040 ACCOUNTS 444,999.92
---------- ------------
$75,480 NET ASSETS $106,412.43
========== ============
THESE FINANCIAL ACCOUNTS
HAVE NOT BEEN AUDITED
----------------------------
DIRECTOR
----------------------------
DATE
E-512
[LOGO OF LAY XXXX AND PARTNERS]
PERSONAL COMPUTER SYSTEMS (1993) LIMITED
DETAIL OF FIXED ASSETS AND DEPRECIATION as at 31/07/94
% PVT COST OPENING ACCUM ADDITION SALE PROFIT(LOSS) CAPITAL RATE & DEPN. CLOSING
USE BK VALUE DEPN COST VALUE ON SALE COST GAIN(LOSS) TYPE BK VALUE
Furniture & Fittings
Furniture & Fittings 2547 2260 400 15.0000 113 2147
Shelving 1137 84 1137 22.0000 84 1053
Cabinet 321 292 41 12.0000 12 280
Curtains & Office
Furnishings 3288 2630 834 20.0000 176 2454
Lundia Shelving 869 725 197 22.0000 53 672
Refrigerator 324 301 33 9.5OOO 10 291
Vacuum Cleaner 467 390 106 22.0000 29 361
4 Drawer Cabinets (4) 1603 1510 143 10.0000 50 1460
Couch & 6 Boardroom Chairs 847 794 93 15.0000 40 754
Coffee Table 221 217 13 12.0000 9 208
------- ------ ------ ------ ----- ----- ----- ----- ------ ------
11624 9119 1944 1137 - - - - 576 9680
Motor Vehicles
1989 Mazda 323 LI Station
Wagon 7297 5873 1934 26.0000 510 5363
l990Mazda 626 GLX Sporthatch 12774 10281 3386 26.0000 893 9388
Toyota Corolla R83372 15207 12239 4032 26.0000 1064 11175
------- ------ ------ ------ ----- ----- ----- ----- ------ ------
35278 28393 9352 - - - - 2467 25926
Office Equipment
Apple Laser Writer 1 1 - 1
100MB Hard Drive 1041 728 410 40.0000 97 631
Fax 1368 1029 453 33.0000 114 915
Mac LC 2827 1978 1113 40.0000 264 1714
Apple Portable Computer
140/Modem 2977 2083 1172 40.0000 278 1805
130MB Hard Drive (Optima) 721 505 284 40.0000 68 437
Binding Machine 535 447 121 22.0000 33 414
Power Modem 391 274 154 40.0000 37 237
Video Camera 1026 772 339 33.0000 85 687
Apple Mac Computer LC 4/40 2165 1515 853 40.0000 203 1312
Binding Machine 474 396 107 22.0000 29 367
486 40Mhz HD Computer 1978 1384 779 40.0000 185 1199
Motorolla Gold 1950
cellphones (2) 2500 1774 1022 50.0000 296 1478
PC Notestar Portable 6524 5008 2186 40.0000 670 4338
Computer LC111/Colour
Monitor 14" 1990 1593 610 40.0000 213 1380
XxXxxxxx Centris 660/AV
Colour Monitor 14" 5928 4746 1816 40.0000 634 4112
XxXxxxxx Quadra 3000 2504 831 40.0000 335 2169
Computer Accessories (355) 402 40.0000 (757) 402
Backup Server & H/T Drives 6848 5257 2294 40.0000 000 0000
Oki Portable Cellphone (8) 9 50.0000 (17) 9
Nokia P405 Cellphone/101
Leather Case 1899 1818 385 50.0000 304 1514
Macintosh LC11 4/40 B&W 12"
Monitor 2200 1539 867 40.0000 206 1333
Macintosh 11 v1 5/80 Colour
14" Monitor 2410 1686 949 40.0000 225 1461
Memory 827 111 827 40.0000 111 716
Software - CC Mail
Communication 455 46 455 40.0000 46 409
------- ------ ------ ------ ----- ----- ----- ----- ------ ------
50085 36674 16491 1282 - - - - 4362 33594
Leasehold Improvements
Wooden Storage Cabinet 981 927 83 9.5000 29 898
Air Conditioning 400 346 75 18.0000 21 325
Renovations & Partitions 10437 9739 1057 9.5000 309 9430
Vertical Blinds 865 754 166 22.0000 55 699
Cabinet 566 442 173 33.0000 49 393
Front Door Canopy 490 463 42 9.5000 15 448
Alarm system 308 257 70 22.0000 19 238
------- ------ ------ ------ ----- ----- ----- ----- ------ ------
14098 12929 1666 497 12432
------- ------ ------ ------ ----- ----- ----- ----- ------ ------
111085 87115 29453 2419 - - - - 7902 81632
======= ====== ====== ====== ===== ===== ===== ===== ====== ======
TOTAL CLAIMED FOR DEPRECIATION 7902
======
E-513
[LOGO OF LAY XXXX AND PARTNERS]
PERSONAL COMPUTER SYSTEMS (1993)
LIMITED
FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31ST MARCH 1994
COMPUTER SOFTWARE
AUCKLAND
CONTENTS
Company Register
Directors Report
Notes to the Financial Statements
Trading Statement
Profit and Loss Account
Balance Sheet
Fixed Asset Depreciation Schedule
E-514
[LOGO OF LAY XXXX AND PARTNERS]
PERSONAL COMPUTER SYSTEMS (1993)
LIMITED
COMPANY REGISTER
FOR THE PERIOD ENDED 31ST MARCH 1994
AUTHORISED CAPITAL : 1,000 Fully paid
$1 Ordinary Shares
COMPANY NUMBER : AK 592015
DATE OF INCORPORATION : 15 June 1993
REGISTERED OFFICE : 000 Xxxxxxx Xxxx
Xxxxxxxx
SHAREHOLDERS : XX Xxxxx 380 Shares
XX XxXxxx 65 Shares
XX Xxxxxx 109 Shares
XX Xxxxxx 111 Shares
XX Xxxxx 110 Shares
XX Xxxxxx 15 Shares
XX Xxxxxx 210 Shares
----
1000
----
DIRECTORS : XX Xxxxx
XX Xxxxxx
XX XxXxxx
XX Xxxxx
SECRETARY : XX Xxxxxx
BANKERS : Bank of New Zealand
Dominion Road
Auckland
ACCOUNTANTS : Lay, Xxxx & Partners
Auckland
E-515
[LOGO OF LAY XXXX AND PARTNERS]
PERSONAL COMPUTER SYSTEMS (1993)
LIMITED
DIRECTORS REPORT
FOR THE YEAR ENDED 31ST MARCH 1994
Presented with and forming part of the Accounts
for the year ended 31ST MARCH 1994.
Net Profit for the tear $74,715.72
After provision for taxation
of: 39,599.34
APPROPRIATIONS:
Net Profit was 74,715.72
Life Insurance Premiums X X
Xxxxxx 806.40
Gain on Realisation of Key Man
Life Policy 570.37
----------
Accumulated Profits to be
carried forward $74,479.69
==========
DIVIDENDS: The Directors recommend that no dividend be paid for
the ended 31ST MARCH 1994.
AUDITORS: Pursuant to section 354(3) of the Companies Xxx 0000
and in terms of the unanimous resolution passed at
the last Annual General Meeting, the accounts have
not been audited.
GENERAL: There has been no change in the main activities of
the company during the year under review.
STATE OF AFFAIRS: The state of the company's affairs is satisfactory.
Director / /1994
--------------------------
E-516
[LOGO OF LAY XXXX AND PARTNERS]
PERSONAL COMPUTER SYSTEMS (1993)
LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31ST MARCH 1994
1. ACTIVITY
The principal business activity of PERSONAL COMPUTER SYSTEMS (1993)
LIMITED is that of computer software and has not changed during the
period.
2. STATEMENT OF ACCOUNTING POLICIES
(1) GENERAL ACCOUNTING POLICIES
(A) The general accounting principles appropriate for
measurement and reporting of profit under the historical
cost method are used by PERSONAL COMPUTER SYSTEMS (1993)
LIMITED for the preparation of these accounts.
(B) Accrual accounting is used to match expenses and revenues.
(C) Reliance has been placed on the fact that the company is a
going concern.
(2) PARTICULAR ACCOUNTING POLICIES
(A) Depreciation
Depreciation is written off fixed assets on a diminishing
value basis at the maximum rates permitted for tax
purposes. These rates are considered appropriate in the
circumstances.
(B) Inventories and Work in Progress
Inventories and Work in Progress have been valued by the
Directors, at the lower of cost or net realisable value.
(C) G.S.T.
These financial statements have been prepared on a G.S.T.
exclusive basis of accounting, except for Accounts
Receivable and Accounts Payable stated in the Balance Sheet
which are GST inclusive. Any G.S.T. due or recoverable is
disclosed in the Balance Sheet.
(D) Accounts Receivable
Accounts Receivable are stated at expected net realisable
value.
E-517
[LOGO OF LAY XXXX AND PARTNERS]
-2-
(E) Taxation
Taxation charged to the Profit and Loss Account is based on
the Company's assessable income.
Profit Before Taxation $114,315.06
Use of Money Interest 1,632.67
Non Deductible Expenses - Entertainment 2,252.09
- Overseas Travel 1,799.00
--------
5683.76
-----------
Profit Subject to Taxation $119,998.82
===========
Taxation Charge $ 39,599.34
===========
Imputation Credits (subject to Inland Revenue Department
Assessments) available to Shareholders at Balance Date are
$240.74.
(D) Goodwill
Goodwill is stated at cost.
(E) Finance Charges
Finance charges resulting from specified lease agreements
and hire purchase contracts are charged against revenue in
the period incurred in accordance with the "Rule of 78
Method".
(3) CHANGES IN ACCOUNTING POLICIES
There have been no significant changes in accounting policies
during the period.
3. HIRE PURCHASE AND SPECIFIED LEASE CONTRACTS
Current Term
(Less Fin. (Less Fin.
Int Mthly Date of Charges in Charges in
Financier Item Rate Instal Term Advance Advance) Advance)
--------- ---- ---- ------ ---- ------- ---------- ----------
Toyota Toyota 14.46% $516.09 36 Jan 93 6193.08 5160.90
Finance Corolla mnths (957.71 (231.72)
NZ Ltd P33372 $5235.37 $4929.18
4. TERM LOANS
Principal Int Date of Repayment
Sum Rate Term Advance Security Terms
--------- ---- ---- ------- -------- ---------
$67,500.00 10.15% 3 yrs 10/12/93 Debenture over $1875.00
Company Assets Ppl/Mnth
and personal & Int on
guarantees reducing
KJ & XX Xxxxxx balance
DB & XX Xxxxx
5. RELATED PARTY TRANSACTIONS
Net transactions during the year ended 31st March 1994 with Personal
Computer Systems Limited were for taxation and amounted to $401.44
E-518
[LOGO OF LAY XXXX AND PARTNERS]
-3-
6. CONTINGENT LIABILITIES
There are no known contingent liabilities at balance date.
7. CAPITAL COMMITMENTS
There are no capital commitments at balance date.
Director Director
------------------------ ------------------------
Disclaimer of Liability
We have compiled the financial statements of PERSONAL COMPUTER SYSTEMS (1993)
LIMITED for the period ending 31st March 1994.
[ILLEGIBLE] compilation is limited primarily to the collection, classification
and summarisation of financial information supplied by the client. A compilation
does not involve the verification of that information. We have not conducted an
audit or review assignment and therefore neither we nor any of our employees
accept any responsibility for the accuracy of the material from which the
financial statements have been prepared. Further, the financial statements have
been prepared at the request of and for the purpose of the client only and
neither we nor any of our employees accept any responsibility on any ground
whatever, including liability in negligence, to any other person.
/s/ Lay Xxxx & Partners
Lay Xxxx & Partners
Auckland
E-519
[LOGO OF LAY XXXX AND PARTNERS]
PERSONAL COMPUTER SYSTEMS (1993) LIMITED
TRADING STATEMENT
FOR THE PERIOD TO 31ST MARCH 1994
1993 1994
---- ----
Income
-- Sales 1,546,336.31
---------- ------------
1,546,336.31
---------- ------------
1,546,336.31
Less Cost of Goods Sold
-- Purchases 1,228,925.55
-- Packaging 1,153.03
-- Customs Agency 4,699.66
-- Inwards Freight 15,421.94
---------- ------------
1,250,200.18
-- Closing Inventory 305,998.40
---------- ------------
-- 944,201.78
---------- ------------
-- Gross Profit From Trading $602,134.53
========== ============
E-520
[LOGO OF LAY XXXX AND PARTNERS]
PERSONAL COMPUTER SYSTEMS (1993) LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE PERIOD TO 31ST MARCH 1994
1993 1994
---- ----
Income
-- Gross Profit From Trading 602,134.53
---------- ------------
602,134.53
Expenditure
-- A.C.C. Levy 405.44
-- Advertising & Promotion 21,467.43
-- Bank charges 1,223.27
-- Cleaning 85.00
-- Commissions 141.00
-- Computer Expenses 133.33
-- Consultants Fees 20,028.53
-- Credit Card Charges 616.42
-- Depreciation 21,551.00
Entertainment - Fully
-- Deductible 3,484.76
Entertainment - Non
-- Deductible 2,252.09
-- Freight and Cartage 11,998.75
-- Fringe Benefit Tax 3,442.82
-- General Expenses 7,539.43
Hire of Plant and
-- Equipment 4,329.32
-- Insurance 6,908.99
-- Interest - Use of Money 1,632.67
-- Interest - Bank 7,841.87
-- Interest - Hire Purchase 2,291.00
-- Legal Costs 44.44
-- Light, Power & Heating 1,761.79
-- Loan Fees 750.00
-- Motor Vehicle Expenses 9,475.30
Printing, Stationery &
-- Postage 15,186.70
-- Rent & Rates 14,092.16
-- Repairs and Maintenance 3,705.54
-- Royalties 22,532.04
-- Salaries 241,894.95
-- Secretarial & Accounting 4,530.00
-- Security 776.51
-- Seminars & Conferences 1,148.33
-- Staff Welfare 51.50
-- Subscriptions 787.11
-- Telephone, Tolls & Fax 17,461.91
-- Travelling Expenses 12,817.09
Travelling Expenses -
-- Overseas 21,162.92
Overseas Travel-Non
-- Deductible 1,799.00
---------- ------------
-- 487,350.41
---------- ------------
-- Operating Profit 114,784.12
E-521
[LOGO OF LAY XXXX AND PARTNERS]
PERSONAL COMPUTER SYSTEMS (1993) LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE PERIOD TO 31ST MARCH 1994
1993 1994
---- ----
Other Income
-- Interest Received 857.60
-- Loss on Sale of Assets 1,326.66
---------- ------------
(469.06)
---------- ------------
-- NET PROFIT $114,315.06
E-522
[LOGO OF LAY XXXX AND PARTNERS]
PERSONAL COMPUTER SYSTEMS (1993) LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE PERIOD TO 31ST MARCH 1994
1993 1994
---- ----
-- PROFIT BEFORE INCOME TAX 114,315.06
-- Provision for Taxation 39,599.34
---------- ------------
-- PROFIT AFTER INCOME TAX 74,715.72
Extraordinary Items
Gain on Realisation of Key
-- Man Life Policy 570.37
---------- ------------
-- 570.37
---------- ------------
75,286.09
Less: Appropriations & Transfers
Life Insurance Premiums W
-- R Xxxxxx 806.40
---------- ------------
-- 806.40
---------- ------------
RETAINED EARNINGS CARRIED
-- FORWARD $74,479.69
========== ============
E-523
[LOGO OF LAY XXXX AND PARTNERS]
PERSONAL COMPUTER SYSTEMS (1993) LIMITED
SHAREHOLDERS' CURRENT ACCOUNTS
AS AT 31ST MARCH 1994
1993 1994
---- ----
D COWIE
-- BALANCE BROUGHT FORWARD 5,749.75
-- Capital Introduced 172,099.94
---------- ------------
-- 177,849.69
-- Drawings 5,974.75
-- Life Insurance 2,062.40
---------- ------------
-- 8,037.15
---------- ------------
-- 169,812.54
K J & X X XXXXXX
-- Capital Introduced 102,597.29
---------- ------------
102,597.29
-- Drawings 80.00
-- Income Protection
-- Insurance 666.00
---------- ------------
-- 746.00
---------- ------------
-- 101,851.29
R XXXXXX
-- Capital Introduced 30,088.06
---------- ------------
-- 30,088.06
-- Drawings 65.00
---------- ------------
-- 65.00
---------- ------------
-- 30,023.06
X XXXXXX
-- Capital Introduced 55,513.72
---------- ------------
-- 55,513.72
---------- ------------
-- 55,513.72
-- X X XXXXX
BALANCE BROUGHT FORWARD 5,749.75
---------- ------------
-- 5,749.75
-- Drawings 5,749.75
---------- ------------
-- 5,749.75
X X XXXXXX
-- BALANCE BROUGHT FORWARD 5,749.75
-- Capital Introduced 96,049.24
---------- ------------
-- 101,798.99
-- Drawings 5,959.75
---------- ------------
-- 5,959.75
---------- ------------
-- 95,839.24
X X XXXXXX
-- BALANCE BROUGHT FORWARD 2,750.75
---------- ------------
-- 2,750.75
-- Drawings 2,750.75
---------- ------------
2,750.75
E-524
[LOGO OF LAY XXXX AND PARTNERS]
PERSONAL COMPUTER SYSTEMS (1993) LIMITED
SHAREHOLDERS' CURRENT ACCOUNTS
AS AT 31ST MARCH 1994
1993 1994
---- ----
---------- ------------
-- $453,039.85
========== ============
E-525
[LOGO OF LAY XXXX AND PARTNERS]
PERSONAL COMPUTER SYSTEMS (1993) LIMITED
BALANCE SHEET
AS AT 31ST MARCH 1994
1993 1994
---- ----
AUTHORISED CAPITAL
1000 Ordinary Shares of $1
-- Fully Paid 1,000.00
ISSUED CAPITAL
1000 Ordinary Shares of $1
-- Fully Paid 1,000.00
-- Unappropriated Profits 74,479.69
---------- ------------
-- TOTAL SHAREHOLDERS FUNDS $75,479.69
========== ============
REPRESENTED BY:
CURRENT ASSETS
-- Cash on Hand 44.88
Bank of New Zealand - 25
-- Account 4,436.13
-- Accounts Receivable 341,625.96
-- Resident Withholding Tax 240.74
-- Inventory 305,998.40
---------- ------------
-- 652,346.11
FIXED ASSETS
-- Furniture & Fittings 10,487.30
-- Less Prov'n for Dep'n 1,368.00
---------- ------------
-- 9,119.30
-- Motor Vehicles 35,277.88
-- Less Prov'n for Dep'n 6,885.00
---------- ------------
-- 28,392.88
-- Office Equipment 50,185.89
-- Less Prov'n for Dep'n 12,129.00
---------- ------------
-- 38,056.89
-- Leasehold Improvements 14,097.85
-- Less Prov'n for Dep'n 1,169.00
---------- ------------
-- 12,928.85
---------- ------------
-- 88,497.92
INVESTMENTS
National Mutual Key Man
-- Life Policy 409.85
409.85
---------- ------------
-- INTANGIBLE ASSETS
-- Goodwill - at cost 255,571.30
---------- ------------
-- 255,571.30
---------- ------------
-- TOTAL ASSETS 996,825.18
E-526
[LOGO OF LAY XXXX AND PARTNERS]
PERSONAL COMPUTER SYSTEMS (1993) LIMITED
BALANCE SHEET
AS AT 31ST MARCH 1994
1993 1994
---- ----
CURRENT LIABILITIES
-- Bank of New Zealand -- 00
Account 6,473.38
-- Hire Purchase Creditors 5,235.37
Bank of New Zealand Term
-- Loan (Secured) 22,500.00
-- Accounts Payable 343,723.51
Personal Computer Systems
-- Ltd 401.44
-- Provision for Taxation 39,599.34
-- Goods & Services Tax 6,068.42
---------- ------------
424,001.46
TERM LIABILITIES
-- Hire Purchase Creditors 4,929.18
Bank of New Zealand Term
-- Loan (Secured) 39,375.00
---------- ------------
-- 44,304.18
SHAREHOLDER'S CURRENT
-- ACCOUNTS 453,039.85
---------- ------------
-- NET ASSETS $75,479.69
========== ============
THESE FINANCIAL ACCOUNTS
HAVE NOT BEEN AUDITED
----------------------------
DIRECTOR
----------------------------
DATE
E-527
[LOGO OF LAY XXXX AND PARTNERS]
PERSONAL COMPUTER SYSTEMS (1993) LIMITED
DETAIL OF FIXED ASSETS AND DEPRECIATION as at 31/03/94
% PVT COST OPENING ACCUM ADDITION SALE PROFIT(LOSS) CAPITAL RATE & DEPN. CLOSING
USE BK VALUE DEPN COST VALUE ON SALE COST GAIN(LOSS) TYPE BK VALUE
Furniture & Fittings
Furniture & Fittings 2547 287 2547 15.0000 237 2260
Cabinet 321 29 321 12.0000
29 292
Curtains & Office 20.0000 658 2630
Furnishings 3288 658 3288
Lundia Shelving 869 144 869 22.0000 144 725
Refrigerator 324 23 324 9.5000 23 301
Vacuum Cleaner 467 77 467 22.0000 77 390
4 Drawer Cabinets (4) 1603 93 1603 1O.O000 93 1510
Couch & 6 Boardroom Chairs 847 53 847 15.0000 53 794
Coffee Table 221 4 221 12.0000 4 217
------- ------ ------ ------ ------ ----- ----- ----- ------ ------
10487 -- 1368 10487 -- -- -- -- 1368 9119
Motor Vehicles
1988 Toyota Corolla GL
Hatchback -- 7297 6667 (630) 7297
1989 Mazda 323 LI Station
Wagon 7297 1424 7297 26.0000 1424 5873
l990 Mazda 626 GLX Sporthatch 12774 2493 12774 26.0000 2493 10281
Toyota Corolla R83372 15207 2968 15207 26.0000 2968 12239
------- ------ ------ ------ ------ ----- ----- ----- ------ ------
35278 -- 6885 42575 6667 (630) 7297 -- 6885 28393
Office Equipment
Apple Laser Writer 1 -- 1 1
Apple Mac 11 -- 1363 667 (696) 1363
100MB Hard Drive 1041 313 1041 40.0000 313 728
Fax 1368 339 1368 33.0000 339 1028
Mac LC 2827 849 2827 40.0000 849 1978
Apple Portable Computer
l40/Modem 2977 894 2977 40.0000 894 2083
130MB Hard Drive (Optima) 721 216 721 40.0000 216 505
Binding Machine 535 88 535 22.0000 88 447
Power Modem 391 117 391 40.0000 117 274
Video Camera 1026 254 1026 33.0000 254 772
Apple Mac Computer LC 4/40 2165 650 2165 40.0000 650 1515
Ubix Photocopier -- 1 1 1
Binding Machine 474 78 474 22.0000 78 396
386 40Mhz HO Computer 1978 594 1978 40.0000 594 1384
Motorolla Gold 1950
cellphones (2) 2500 726 2500 50.0000 726 1774
PC Notestar Portable 6524 1516 6524 40.0000 1516 5008
Computer LC111/Colour
Monitor 14" 1990 397 1990 40.0000 397 1593
XxXxxxxx Centris 660/AV
Colour Monitor 14" 5928 1182 5928 40.0000 1182 4746
XxXxxxxx Quadra 3000 496 3000 40.0000 496 2504
Computer Accessories 1183 355 1183 40.0000 355 828
Backup Server & H/T Drives 6848 1591 6848 40.0000 0000 0000
Oki Portable Cellphone 000 0 000 50.0000 8 192
Nokia P405 Cellphone/lOl
Leather Case 1899 81 1899 50.0000 81 1818
Macintosh LC11 4/40 B&W 12"
Monitor 2200 661 2200 40.0000 661 1539
Macintosh 11 V1 5/80 Colour
14" Monitor 2410 724 2410 40.0000 724 1686
------- ------ ------ ------ ------ ----- ----- ----- ------ ------
50186 -- 12129 51550 668 (696) 1364 -- 12129 38057
Leasehold Improvements
Wooden Storage Cabinet 981 54 981 9.5000 54 927
Air Conditioning 400 54 400 18.0000 54 346
Renovations & Partitions 10487 748 10487 9.5000 748 9739
Vertical Blinds 865 111 865 22.0000 111 754
Carpet 566 124 566 33.0000 124 442
Front Door Canopy 490 27 490 9.5000 27 463
Alarm System 308 51 308 22.0000 51 257
------- ------ ------ ------ ------ ----- ----- ----- ------ ------
14098 -- 1169 14098 -- -- -- -- 1169 12929
------- ------ ------ ------ ------ ----- ----- ----- ------ ------
110049 -- 21551 118710 7334 (1327) 8661 -- 21551 88498
======= ====== ====== ====== ====== ===== ===== ===== ====== ======
TOTAL CLAIMED FOR DEPRECIATION 21551
E-528
---------------------------------------------------
BETWEEN: XXXXXXX XXXXXXX XxXXXX, XXXXXXX XXXX
XXXXXX, XXXXXXX XXXXX, XXXXXX XXX
XXXXXX, XXXXX XXXXXX XXXXX and XXXXXX
XXXXXX XXXXXX
VENDOR
AND: XXXXXXX INVESTMENTS (NZ) LIMITED
PURCHASER
---------------------------------------------------
DEED OF VARIATION
---------------------------------------------------
---------------------------------------------------
XX XXXXXXXX & CO
Solicitors
Xxxxx 0
000 Xxxxx Xxxxx Xxxx
(P 0 Box 21-850)
WAITAKERE CITY
PHONE: (00) 000 0000 FAX: (00) 000 0000
E-529
THIS AGREEMENT is dated the ____ day of ______________ 1995
PARTIES
1. XXXXXXX XXXXXXX XxXXXX, XXXXXXX XXXX XXXXXX, XXXXXXX XXXXX, XXXXXX XXX
XXXXXX, XXXXX XXXXXX XXXXX and XXXXXX XXXXXX XXXXXX all of Auckland
(hereinafter called "the Vendor") of the one part
2. XXXXXXX INVESTMENTS (NZ) LIMITED at Auckland (hereinafter called "the
Purchaser") of the other part
BACKGROUND
A. The Vendor and the Purchaser have entered Into an Agreement dated the
26th day of January 1995 for the Sale and Purchase of Shares in PERSONAL
COMPUTER SYSTEMS (1993) LIMITED ("the" Main Agreement")
B. The parties have agreed to amend the Main Agreement as provided herein.
THE PARTIES AGREE
AMENDMENTS
1. The parties acknowledge and agree that effective at the date of execution
of the Main Agreement that agreement shall be deemed to have been amended
as follows:
(a) Clause 2(1)(a) is deleted and replace4 with the following new
provision:
[INIT]
E-530
2
"2(i)(a) As to the sum of TWO HUNDRED & TWENTY THOUSAND
DOLLARS ($220,000.00) by way of the Purchaser
transferring to the Vendor fully paid ordinary
shares in that Canadian listed company, XXXXXXX
INVESTMENTS LIMITED (hereinafter called "XXXXXXX
INVESTMENTS LIMITED (CANADA)") in accordance with
the provisions of paragraph 21 herein."
(b) Cause 6A is deleted and replaced with the following new provision:
"6A This Agreement is conditional upon the following:
(a) Approval in all respects, and at the absolute and
unfettered discretion, of the Board of Directors of XXXXXXX
INVESTMENTS LIMITED (CANADA) by the 17th day of February
1995.
(b) Approval in all respects, and at the absolute and
unfettered discretion, of the Securities Commission of
Canada (or similar regulatory body for the time being in
Canada) by the 17th day of February 1995.
(c) Approval by the 17th day of February 1995 in all respects,
and at the absolute and unfettered discretion, of any other
Canadian regulatory body (in addition to the body referred
to in sub-paragraph (b) herein) being a body whose consent
and authority is necessary to the transfer of shares in
XXXXXXX INVESTMENTS LIMITED (CANADA) as proposed in terms
of these presents."
COUNTERPARTS
E-531
3
2. This Agreement way be signed in any number of counterparts, each of which
shall be signed by authorised signatories on behalf of the parties, which
together shall constitute one agreement binding on the parties
norwithstanding that the parties are not signatories to the original or
same counterpart.
FACSIMILE SIGNATURE
3. The parties may sign a counterpart copy of this Agreement by photocopying
a facsimile thereof and signing that photocopy. The transmission by
facsimile by a party to another party of a counterpart copy of this
Agreement so signed shall be proof of signature of the original and the
signed facsimile so transmitted shall be deemed an original.
SIGNED on the date hereinbefore stated.
SIGNED by XXXXXXX XXXXXX
XxXXXX in the presence of: [ILLEGIBLE]
[ILLEGIBLE]
SIGNED by XXXXXXX XXXX
XXXXXX in the presence of: [ILLEGIBLE]
[ILLEGIBLE]
SIGNED by XXXXXXX XXXXX
in the presence of: [ILLEGIBLE]
[ILLEGIBLE]
SIGNED by XXXXXX XXX
XXXXXX in the presence of: [ILLEGIBLE]
[ILLEGIBLE]
SIGNED by XXXXX XXXXXX
XXXXX in the presence of: [ILLEGIBLE]
[ILLEGIBLE]
E-532
SIGNED by XXXXXX XXXXXX
XXXXXX in the presence of: [ILLEGIBLE]
[ILLEGIBLE]
XXXXXXX INVESTMENTS (NZ) LIMITED
by its Directors in the presence
of:
Director [ILLEGIBLE]
----------------------------
Director ----------------------------
E-533
MEMORANDUM OF AGREEMENT made this 24th day of November One thousand nine hundred
and ninety fire
BETWEEN XXXXXXX XXXXXXX XxXXXX, XXXXXXX XXXX XXXXXX, XXXXXXX XXXXX, XXXXXX
XXX XXXXXX, XXXXX XXXXXX XXXXX and XXXXXX XXXXXX XXXXXX all of
Auckland (hereinafter called "the Vendor") of the one part
AND XXXXXXX INVESTMENTS (NZ) LIMITED at Auckland (hereinafter called
"the Purchaser") of the other part
BACKGROUND
A. THE Vendor and thee Purchaser have entered into an Agreement dated the
26th day of January 1995 for the sale and purchase of shares in PERSONAL
COMPUTER SYSTEMS (1993) LIMITED ("the Main Agreement")
B. THE parties have amended the Main Agreement in accordance with the
provisions of a Deed of Variation dated the 24th day of November 1995
("the First Variation").
C. THE parties have now agreed to amend the Main Agreement again as provided
herein.
THE PARTIES AGREE
AMENDMENTS
THE parties acknowledge and agree that effective at the date of execution of the
Main
E-534
Agreement that Agreement shall be deemed to have been amended as follows:
(a) Clause 2(1)(a) is deleted and replaced with the following new provision
(and clause 1(a) of the First Variation is thereby amended accordingly
also):
"2(1)(a) AS to the sum of TWO HUNDRED & TWENTY THOUSAND DOLLARS
($220,000.00):
(1) BY way of the Purchaser transferring to XXXXXXX
XXXXX TWO HUNDRED THOUSAND (200,000) fully paid
ordinary shares at $1.00 each in that Canadian
listed company XXXXXXX INVESTMENTS LIMITED
(hereinafter called "Xxxxxxx Investments Limited
(Canada)") in accordance with the provisions of
Clause 21 herein, and:
(2) BY way of the purchaser transferring to XXXXX XXXXXX
XXXXX TWENTY THOUSAND (20,000) fully paid ordinary
shares at $1.00 each in XXXXXXX INVESTMENTS LIMITED
(CANADA) in accordance with the provisions of Clause
21."
(b) CLAUSE 21 shall be amended by replacing the word "Vendor" in lines 1,8,9
and 18 with the words "XXXXXXX XXXXX and XXXXX XXXXXX XXXXX".
(c) THE parties acknowledge that the vendors are XXXXXXX XXXXXX XxXXXX,
XXXXXXX XXXX XXXXXX, XXXXXX XXX XXXXXX and XXXXXX XXXXXX XXXXXX have
received the full settlement of the monies to which they are entitled
under the Main Agreement to which end said XXXXXXX XXXXX and XXXXX XXXXXX
XXXXX alone are to be settled from the balance of proceeded settlement
funds herein namely by way of transfer of shares as referred in Clause
2(1)(a) hereof.
(d) IN all other respects the terms of the Main Agreement and the First
Agreement:
E-535
are confirmed
IN WITNESS WHEREOF this Agreement has been executed the day and year first
hereinbefore mentioned.
EXECUTED by the Vendor ) [ILLEGIBLE]
in the presence of: )
EXECUTED by the Purchaser )
in the presence of: )
E-536
