Exhibit 2
AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION dated this 17th day of April,
2001, by and among WEBTECH INTERNATIONAL INVESTORS GROUP, INC., a Delaware
corporation ("Webtech"), DOTCOM INTERNET VENTURES, LTD. ("DCIV"), DT
Solutions, Inc., a Georgia corporation ("DT"), and the shareholders of DT
listed on Exhibit A attached hereto (the "the DT Shareholders").
WHEREAS, WEBTECH has registered its common stock under Section 12(g)
of the Securities Exchange Act of 1934, as amended;
WHEREAS, WEBTECH wishes to acquire all of the issued and outstanding
shares of common stock of DT from the DT Shareholders, the sole shareholder
thereof, in a transaction intended to qualify as a tax-free reorganization
pursuant to 26 U.S.C. 368;
NOW, THEREFORE, the parties hereby adopt this plan of reorganization
and agree as follows:
1. EXCHANGE OF STOCK
1.1. EXCHANGE OF CERTIFICATES. The DT Shareholders hereby assign,
convey and transfer to WEBTECH at the Closing (defined below) each share of
DT common stock owned by them for one share of WEBTECH common stock, being
7,768,000 shares of common stock of DT for 7,768,000 shares of WEBTECH
common stock.
1.2. CANCELLATION OF CERTIFICATES. At the Closing, DCIV shall
surrender to WEBTECH for cancellation certificate(s) representing 4,750,000
shares of common stock in WEBTECH. The cancellation of WEBTECH shares by
DCIV shall be effected by the delivery to DT at the Closing of certificates
representing the shares to be cancelled in blank or accompanied by stock
powers executed in blank.
1.3. FRACTIONAL SHARES. Fractional shares of WEBTECH common stock
shall not be issued, but in lieu thereof WEBTECH shall round up fractional
shares to the next highest whole number.
1.4 CONSULTING AGREEMENT. At Closing, WEBTECH shall pay Xxxxxxx Xxx
and Xxxxxxx Xxxxxx $17,500 cash and $7,500 cash, respectively, for their
services in assisting in the transition of ownership and management
contemplated by this Agreement.
1.5 RECONSTITION OF BOARD OF DIRECTORS. At Closing, Xxxxxxx Xxx
shall resign as a director, and WEBTECH shall appoint persons designated by
DT as the directors of WEBTECH.
2. CLOSING.
2.1. DATE AND PLACE. The Closing contemplated herein shall be held
at such date and time that the parties mutually agree after all conditions
to Closing have been satisfied, but in no event later than fifteen days
after the date of this Agreement. All proceedings to be taken and all
documents to be executed at the Closing shall be deemed to have been taken,
delivered and executed simultaneously, and no proceeding shall be deemed
taken nor documents deemed executed or delivered until all have been taken,
delivered and executed. The date of Closing may be accelerated or extended
by agreement of the parties.
2.2. EXECUTION OF DOCUMENTS. Any copy, facsimile telecommunication
or other reliable reproduction of the writing or transmission required by
this Agreement or any signature required thereon may be used in lieu of an
original writing or transmission or signature for any and all purposes for
which the original could be used, provided that such copy, facsimile
telecommunication or other reproduction shall be a complete reproduction of
the entire original writing or transmission or original signature.
3. UNEXCHANGED CERTIFICATES. Until surrendered, each outstanding
certificate that prior to the Closing represented DT common stock shall be
deemed for all purposes, other than the payment of dividends or other
distributions, to evidence ownership of the number of shares of DFC common
stock into which it was converted. No dividend or other distribution shall
be paid to the holders of certificates of DT common stock until presented
for exchange at which time any outstanding dividends or other distributions
shall be paid.
4. REPRESENTATIONS AND WARRANTIES OF WEBTECH
WEBTECH represents and warrants as follows:
4.1. CORPORATE ORGANIZATION AND GOOD STANDING. WEBTECH is a
corporation duly organized, validly existing, and in good standing under
the laws of the State of Delaware, and is qualified to do business as a
foreign corporation in each jurisdiction, if any, in which its property or
business requires such qualification.
4.2. REPORTING COMPANY STATUS. WEBTECH has filed with the Securities
and Exchange Commission a registration statement on Form 10-SB that became
effective pursuant to the Securities Exchange Act of 1934 and is a
reporting company pursuant to Section (g) thereunder. WEBTECH received no
comment letters from the Securities and Exchange Commission relating to its
Form 10-SB, and became a reporting company by operation of law on November
4, 2000.
4.3. REPORTING COMPANY FILINGS. WEBTECH has timely filed and is
current on all reports required to be filed by it pursuant to Sections 13
and 15 of the Securities Exchange Act of 1934.
4.4. CAPITALIZATION. WEBTECH's authorized capital stock consists of
100,000,000 shares of Common Stock, $0.001 par value, of which 5,000,000
shares are issued and outstanding, and 20,000,000 shares of non-designated
preferred stock, of which no shares are designated or issued.
4.5. ISSUED STOCK. All the outstanding shares of its Common Stock
are duly authorized and validly issued, fully paid and non-assessable.
4.6. STOCK RIGHTS. There are no stock grants, options, rights,
warrants or other rights to purchase or obtain WEBTECH Common or Preferred
Stock issued or committed to be issued.
4.7. CORPORATE AUTHORITY. WEBTECH has all requisite corporate power
and authority to own, operate and lease its properties, to carry on its
business as it is now being conducted and to execute, deliver, perform and
conclude the transactions contemplated by this agreement and all other
agreements and instruments related to this agreement.
4.8. AUTHORIZATION. Execution of this agreement has been duly
authorized and approved by WEBTECH's board of directors.
4.9. SUBSIDIARIES. WEBTECH has no subsidiaries.
4.10. FINANCIAL STATEMENTS. WEBTECH's financial statements dated
December 31, 2000, copies of which are filed with the SEC with WEBTECH's
Form 10-KSB on March 19, 2001 (the "WEBTECH Financial Statements"), fairly
present the financial condition of WEBTECH as of the date therein and the
results of its operations for the periods then ended in conformity with
generally accepted accounting principles consistently applied.
4.11. ABSENCE OF UNDISCLOSED LIABILITIES. Except to the extent
reflected or reserved against in the WEBTECH Financial Statements, WEBTECH
did not have at that date any liabilities or obligations (secured,
unsecured, contingent, or otherwise) of a nature customarily reflected in a
corporate balance sheet prepared in accordance with generally accepted
accounting principles.
4.12. NO MATERIAL CHANGES. Except as set out by attached schedule,
there has been no material adverse change in the business, properties, or
financial condition of WEBTECH since the date of the WEBTECH Financial
Statements.
4.13. LITIGATION. Except as set out by attached schedule, there is
not, to the knowledge of WEBTECH, any pending, threatened, or existing
litigation, bankruptcy, criminal, civil, or regulatory proceeding or
investigation, threatened or contemplated against WEBTECH or against any of
its officers.
4.14. CONTRACTS. Except as set out by attached schedule, WEBTECH is
not a party to any material contract not in the ordinary course of business
that is to be performed in whole or in part at or after the date of this
agreement.
4.15. TITLE. Except as set out by attached schedule, WEBTECH has good
and marketable title to all the real property and good and valid title to
all other property included in the WEBTECH Financial Statements. Except as
set out in the balance sheet thereof, the properties of WEBTECH are not
subject to any mortgage, encumbrance, or lien of any kind except minor
encumbrances that do not materially interfere with the use of the property
in the conduct of the business of WEBTECH.
4.16. TAX RETURNS. Except as set out by attached schedule, all
required tax returns for federal, state, county, municipal, local, foreign
and other taxes and assessments have been properly prepared and filed by
WEBTECH for all years for which such returns are due unless an extension
for filing any such return has been filed. Any and all federal, state,
county, municipal, local, foreign and other taxes and assessments,
including any and all interest, penalties and additions imposed with
respect to such amounts have been paid or provided for. The provisions for
federal and state taxes reflected in the WEBTECH Financial Statements are
adequate to cover any such taxes that may be assessed against WEBTECH in
respect of its business and its operations during the periods covered by
the WEBTECH Financial Statements and all prior periods.
4.17. NO VIOLATION. Consummation of the Merger will not constitute or
result in a breach or default under any provision of any charter, bylaw,
indenture, mortgage, lease, or agreement, or any order, judgment, decree,
law, or regulation to which any property of WEBTECH is subject or by which
WEBTECH is bound.
4.18. REPRESENTATIONS RELATING TO PURCHASE OF DT STOCK. WEBTECH
represents and warrants that:
a. Disclosure; Access to Information. WEBTECH has received all
documents, records, books and other information pertaining to WEBTECH's
investment in DT that have been requested by WEBTECH, and which WEBTECH
needs in order to make a decision to purchase common stock from DT pursuant
to this Agreement.
b. Manner of Sale. At no time was WEBTECH presented with or
solicited by or through any leaflet, public promotional meeting, television
advertisement or any other form of general solicitation or advertising.
c. Affiliate. WEBTECH is not an officer, director or "affiliate"
(as that term is defined in Rule 405 of the Securities Act) of DT.
d. Intent. WEBTECH is entering into this Agreement for its own
account and not with a view to or for sale in connection with any
distribution of the DT common stock. WEBTECH has no present arrangement
(whether or not legally binding) at any time to sell the DT common stock to
or through any person or entity; provided, however, that by making the
representations herein, WEBTECH does not agree to hold such securities for
any minimum or other specific term and reserves the right to dispose of the
DT common stock at any time in accordance with federal and state securities
laws applicable to such disposition.
e. Sophisticated Investor. WEBTECH is a sophisticated investor (as
described in Rule 506(b)(2)(ii) of Regulation D) and an accredited investor
(as defined in Rule 501 of Regulation D), and has such experience in
business and financial matters that it has the capacity to protect its own
interests in connection with this transaction and is capable of evaluating
the merits and risks of an investment in the DT common stock. WEBTECH has
been represented by counsel of its choice. WEBTECH acknowledges that an
investment in the DT common stock is speculative and involves a high degree
of risk.
f. Restrictions on Resale. WEBTECH (i) understands and acknowledges
that the issuance of the shares of DT common stock has not been registered
under the Securities Act of 1933, nor under the securities laws of any
state, nor under the laws of any other country; (ii) recognizes that no
public agency has passed upon the accuracy or adequacy of any information
provided to WEBTECH or the fairness of the terms of this offering; (iii)
recognizes that the securities will bear a restrictive legend and be
subject to stop transfer instructions; and (iv) agrees not to sell such
securities without registering such sale under the Securities Act of 1933
and any applicable state securities laws unless exemptions from such
registration requirements are available with respect to any such sales.
5. REPRESENTATIONS AND WARRANTIES OF DCIV
DCIV, individually and separately, represent and warrant as follows:
5.1. TITLE TO SHARES. DCIV is the owner, free and clear of any liens
and encumbrances, of 5,000,000 shares of common stock of WEBTECH shares.
5.2. LITIGATION. There is no litigation or proceeding pending, or to
DCIV's knowledge threatened, against or relating to shares of WEBTECH held
by DCIV.
5.3 WEBTECH REPRESENTATIONS. All of the representations and
warranties of WEBTECH herein are true and correct.
6. REPRESENTATIONS AND WARRANTIES OF DT
The DT represents and warrants as follows:
6.1. CORPORATE ORGANIZATION AND GOOD STANDING. DT is a corporation
duly organized, validly existing, and in good standing under the laws of
the State of Georgia and is qualified to do business as a foreign
corporation in each jurisdiction, if any, in which its property or business
requires such qualification.
6.2. CAPITALIZATION. DT's authorized capital stock consists of
75,000,000 shares of Class A Common Stock, no par value, of which 7,768,000
shares are issued and outstanding, and 25,000,000 shares of preferred
stock, no par value, of which none are outstanding.
6.3. ISSUED STOCK. All the outstanding shares of its Common Stock
are duly authorized and validly issued, fully paid and non-assessable.
6.4. STOCK RIGHTS. Except as set out by attached schedule, there are
no stock grants, options, rights, warrants or other rights to purchase or
obtain DT Common Stock issued or committed to be issued, except for a note
payable in the amount of $25,000, which is convertible at the rate of $0.10
per share.
6.5. CORPORATE AUTHORITY. DT has all requisite corporate power and
authority to own, operate and lease its properties, to carry on its
business as it is now being conducted and to execute, deliver, perform and
conclude the transactions contemplated by this Agreement and all other
agreements and instruments related to this agreement.
6.6. AUTHORIZATION. Execution of this Agreement has been duly
authorized and approved by DT's board of directors.
6.7. SUBSIDIARIES. Except as set out by attached schedule, DT has no
subsidiaries.
6.8. FINANCIAL STATEMENTS. DT has assets of $50,000 cash which have
been contributed as capital by the DT Shareholders and no liabilities (the
"DT Financial Statements"), which is a fair summary of fairly present the
financial condition of DT as of the date hereof and the results of its
operations for the periods then ended in conformity with generally accepted
accounting principles consistently applied.
6.9. ABSENCE OF UNDISCLOSED LIABILITIES. Except to the extent
reflected or reserved against in the DT Financial Statements, DT did not
have at that date any liabilities or obligations (secured, unsecured,
contingent, or otherwise) of a nature customarily reflected in a corporate
balance sheet prepared in accordance with generally accepted accounting
principles.
6.10. NO MATERIAL CHANGES. Except as set out by attached schedule,
there has been no material adverse change in the business, properties, or
financial condition of DT since the date of the DT Financial Statements.
6.11. LITIGATION. Except as set out by attached schedule, there is
not, to the knowledge of DT, any pending, threatened, or existing
litigation, bankruptcy, criminal, civil, or regulatory proceeding or
investigation, threatened or contemplated against DT or against any of its
officers.
6.12. CONTRACTS. Except as set out by attached schedule, DT is not a
party to any material contract not in the ordinary course of business that
is to be performed in whole or in part at or after the date of this
agreement.
6.13. TITLE. Except as set out by attached schedule, DT has good and
marketable title to all the real property and good and valid title to all
other property included in the DT Financial Statements. Except as set out
in the balance sheet thereof, the properties of DT are not subject to any
mortgage, encumbrance, or lien of any kind except minor encumbrances that
do not materially interfere with the use of the property in the conduct of
the business of DT.
6.14. TAX RETURNS. Except as set out by attached schedule, all
required tax returns for federal, state, county, municipal, local, foreign
and other taxes and assessments have been properly prepared and filed by DT
for all years for which such returns are due unless an extension for filing
any such return has been filed. Any and all federal, state, county,
municipal, local, foreign and other taxes and assessments, including any
and all interest, penalties and additions imposed with respect to such
amounts have been paid or provided for. The provisions for federal and
state taxes reflected in the DT Financial Statements are adequate to cover
any such taxes that may be assessed against DT in respect of its business
and its operations during the periods covered by the DT Financial
Statements and all prior periods
6.15. NO VIOLATION. Consummation of the Merger will not constitute or
result in a breach or default under any provision of any charter, bylaw,
indenture, mortgage, lease, or agreement, or any order, judgment, decree,
law, or regulation to which any property of DT is subject or by which DT is
bound.
7. [INTENTIONALLY OMITTED]
8. CONDUCT PENDING THE CLOSING
DT, WEBTECH and DCIV covenant that between the date of this Agreement
and the Closing as to each of them:
8.1. No change will be made in the charter documents, by-laws, or
other corporate documents of DT or WEBTECH, nor will either declare or pay
any dividend or other distribution or issue, encumber, purchase, or
otherwise acquire any of its capital stock other than as provided herein.
8.2. WEBTECH and DT will use their best efforts to maintain and
preserve their business organization, employee relationships, and goodwill
intact, and will not enter into any material commitment except in the
ordinary course of business.
8.3. DCIV will not sell, transfer, assign, hypothecate, lien, or
otherwise dispose or encumber the WEBTECH shares of common stock owned by
it.
9. CONDITIONS PRECEDENT TO OBLIGATION OF WEBTECH AND DCIV
WEBTECH's and DCIV's obligation to consummate this exchange shall be
subject to fulfillment on or before the Closing of each of the following
conditions, unless waived in writing by WEBTECH or DCIV as appropriate:
9.1. DT'S REPRESENTATIONS AND WARRANTIES. The representations and
warranties of DT set forth herein shall be true and correct at the Closing
as though made at and as of that date, except as affected by transactions
contemplated hereby.
9.2. DT'S COVENANTS. DT shall have performed all covenants required
by this Agreement to be performed by it on or before the Closing.
9.3. BOARD OF DIRECTOR APPROVAL. This Agreement shall have been
approved by the Board of Directors of DT.
9.4. SUPPORTING DOCUMENTS OF DT. DT shall have delivered to WEBTECH
and DCIV supporting documents in form and substance reasonably satisfactory
to WEBTECH and DCIV, to the effect that:
(a) DT is a corporation duly organized, validly existing, and in good
standing;
(b) DT's authorized capital stock is as set forth herein;
(c) Certified copies of the resolutions of the board of directors of
DT authorizing the execution of this Agreement and the consummation hereof;
(d) Secretary's certificate of incumbency of the officers and
directors of DT;
(e) DT's Financial Statements; and
(f) Any document as may be specified herein or required to satisfy
the conditions, representations and warranties enumerated elsewhere herein.
10. CONDITIONS PRECEDENT TO OBLIGATION OF DT
DT's obligation to consummate this merger shall be subject to
fulfillment on or before the Closing of each of the following conditions,
unless waived in writing by DT:
10.1. WEBTECH'S AND DCIV'S REPRESENTATIONS AND WARRANTIES. The
representations and warranties of WEBTECH and DCIV set forth herein shall
be true and correct at the Closing as though made at and as of that date,
except as affected by transactions contemplated hereby.
10.2. WEBTECH'S AND DCIV'S COVENANTS. WEBTECH and DCIV shall have
performed all covenants required by this Agreement to be performed by them
on or before the Closing.
10.3. BOARD OF DIRECTOR APPROVAL. This Agreement shall have been
approved by the Board of Directors of WEBTECH and DCIV.
10.4. SHAREHOLDER EXECUTION. This Agreement shall have been executed
by DCIV.
10.5. SUPPORTING DOCUMENTS OF WEBTECH. WEBTECH shall have delivered
to DT supporting documents in form and substance reasonably satisfactory to
the DT Shareholders and DT, to the effect that:
(a) WEBTECH is a corporation duly organized, validly existing, and in
good standing;
(b) WEBTECH's capital stock is as set forth herein;
(c) Certified copies of the resolutions of the board of directors of
WEBTECH authorizing the execution of this Agreement and the consummation
hereof;
(d) Secretary's certificate of incumbency of the officers and
directors of WEBTECH;
(e) WEBTECH's Financial Statements and unaudited financial statements
for the period from the date of the WEBTECH's Financial Statements to the
close of the most recent fiscal quarter; and
(f) Any document as may be specified herein or required to satisfy
the conditions, representations and warranties enumerated elsewhere herein.
11. [INTENTIONALLY OMITTED]
12. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The representations
and warranties of WEBTECH, DCIV and DT set out herein shall survive the
Closing.
13. ARBITRATION
13.1. SCOPE. The parties hereby agree that any and all claims (except
only for requests for injunctive or other equitable relief) whether
existing now, in the past or in the future as to which the parties or any
affiliates may be adverse parties, and whether arising out of this
agreement or from any other cause, will be resolved by arbitration before
the American Arbitration Association.
13.2. CONSENT TO JURISDICTION, SITUS AND JUDGEMENT. The parties
hereby irrevocably consent to the jurisdiction of the American Arbitration
Association and the situs of the arbitration (and any requests for
injunctive or other equitable relief) within Atlanta, Georgia. Any award
in arbitration may be entered in any domestic or foreign court having
jurisdiction over the enforcement of such awards.
13.3. APPLICABLE LAW. The law applicable to the arbitration and this
agreement shall be that of the State of Georgia, determined without regard
to its provisions which would otherwise apply to a question of conflict of
laws.
13.4. DISCLOSURE AND DISCOVERY. The arbitrator may, in its
discretion, allow the parties to make reasonable disclosure and discovery
in regard to any matters which are the subject of the arbitration and to
compel compliance with such disclosure and discovery order. The arbitrator
may order the parties to comply with all or any of the disclosure and
discovery provisions of the Federal Rules of Civil Procedure, as they then
exist, as may be modified by the arbitrator consistent with the desire to
simplify the conduct and minimize the expense of the arbitration.
13.5. RULES OF LAW. Regardless of any practices of arbitration to the
contrary, the arbitrator will apply the rules of contract and other law of
the jurisdiction whose law applies to the arbitration so that the decision
of the arbitrator will be, as much as possible, the same as if the dispute
had been determined by a court of competent jurisdiction.
13.6. FINALITY AND FEES. Any award or decision by the American
Arbitration Association shall be final, binding and non-appealable except
as to errors of law or the failure of the arbitrator to adhere to the
arbitration provisions contained in this agreement. Each party to the
arbitration shall pay its own costs and counsel fees except as specifically
provided otherwise in this agreement.
13.7. MEASURE OF DAMAGES. In any adverse action, the parties shall
restrict themselves to claims for compensatory damages and\or securities
issued or to be issued and no claims shall be made by any party or
affiliate for lost profits, punitive or multiple damages.
13.8. COVENANT NOT TO XXX. The parties covenant that under no
conditions will any party or any affiliate file any action against the
other (except only requests for injunctive or other equitable relief) in
any forum other than before the American Arbitration Association, and the
parties agree that any such action, if filed, shall be dismissed upon
application and shall be referred for arbitration hereunder with costs and
attorney's fees to the prevailing party.
13.9. INTENTION. It is the intention of the parties and their
affiliates that all disputes of any nature between them, whenever arising,
whether in regard to this agreement or any other matter, from whatever
cause, based on whatever law, rule or regulation, whether statutory or
common law, and however characterized, be decided by arbitration as
provided herein and that no party or affiliate be required to litigate in
any other forum any disputes or other matters except for requests for
injunctive or equitable relief. This agreement shall be interpreted in
conformance with this stated intent of the parties and their affiliates.
13.10. SURVIVAL. The provisions for arbitration contained herein
shall survive the termination of this agreement for any reason.
14. CLOSING.
14.1 DELIVERY OF CONSIDERATION. At or before Closing, DCIV shall
deliver 4,750,000 shares of common stock of WEBTECH to Xxxxxxx, Xxxxxx &
Xxxxxxx, P.C. (the "Escrow Agent"), and DT shall deliver $25,000 and
7,768,000 shares of common stock of DT issued in the name of the DT
Shareholders to the Escrow Agent. At Closing, the Escrow Agent shall
deliver $17,500 to Xxxxxxx Xxx and $7,500 to Xxxxxxx Xxxxxx for the
consulting services described in Section 1.4 herein, 7,768,000 shares of
WEBTECH to the DT Shareholders pursuant to Section 1.1 herein, 7,768,000
shares of DT to WEBTECH, and 4,750,000 shares of WEBTECH issued in the name
of DCIV to WEBTECH for cancellation pursuant to Section 1.2 herein.
15. GENERAL PROVISIONS.
15.1. FURTHER ASSURANCES. From time to time, each party will execute
such additional instruments and take such actions as may be reasonably
required to carry out the intent and purposes of this agreement.
15.2. WAIVER. Any failure on the part of either party hereto to
comply with any of its obligations, agreements, or conditions hereunder may
be waived in writing by the party to whom such compliance is owed.
15.3. BROKERS. Each party agrees to indemnify and hold harmless the
other party against any fee, loss, or expense arising out of claims by
brokers or finders employed or alleged to have been employed by the
indemnifying party.
15.4. NOTICES. All notices and other communications hereunder shall
be in writing and shall be deemed to have been given if delivered in person
or sent by prepaid first-class certified mail, return receipt requested, or
recognized commercial courier service, as follows:
If to DT, to:
DT Solutions, Inc.
0000 Xxxxxxx Xxxxxx Xxxx
Xxxxx X-0
Xxxxxxxx, Xxxxxxx 00000
Attn: Xxxxxxx Xxxxxxxxx
If to WEBTECH, to:
C/o Dotcom Internet Ventures, Ltd.
0000 Xxxxxxxx Xxxxxx Xxxxx 000
0xx Xxxxx
Xxxxxxxxxxxx, XX 00000-0000
Attn: Xxxxxxx Xxx
If to DCIV, to:
Dotcom Internet Ventures, Ltd.
0000 Xxxxxxxx Xxxxxx Xxxxx 000
0xx Xxxxx
Xxxxxxxxxxxx, XX 00000-0000
Attn: Xxxxxxx Xxx
15.5. GOVERNING LAW. This agreement shall be governed by and
construed and enforced in accordance with the laws of the State of
Delaware.
15.6. ASSIGNMENT. This agreement shall inure to the benefit of, and
be binding upon, the parties hereto and their successors and assigns;
provided, however, that any assignment by either party of its rights under
this agreement without the written consent of the other party shall be
void.
15.7. COUNTERPARTS. 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.
Signatures sent by facsimile transmission shall be deemed to be evidence of
the original execution thereof.
15.8. REVIEW OF AGREEMENT. Each party acknowledges that it has had
time to review this agreement and, as desired, consult with counsel. In
the interpretation of this agreement, no adverse presumption shall be made
against any party on the basis that it has prepared, or participated in the
preparation of, this agreement.
15.9. SCHEDULES. All schedules attached hereto, if any, shall be
acknowledged by each party by signature or initials thereon.
15.10. EFFECTIVE DATE. This effective date of this agreement
shall be April 17th,2001.
IN WITNESS WHEREOF, the parties have executed this agreement.
DT SOLUTIONS, INC.
/s/ Xxxxxxx Xxxxxxxxx
By: Xxxxxxx Xxxxxxxxx
Its: President and CEO
WEBTECH INTERNATIONAL
INVESTORS GROUP, INC.
/s/ Xxxxxxx Xxx
By: Xxxxxxx Xxx
Its: President
DOTCOM INTERNET VENTURES, LTD.
/s/ Xxxxxxx Xxx
By: Xxxxxxx Xxx
Its: President
EXHIBIT A
Shareholder No. of Shares Signature
Xxxxxxx Xxxxxxxxx 2,160,000 /s/ Xxxxxxx Xxxxxxxxx
Xxxxx Xxxxx 2,160,000 /s/ Xxxxx Xxxxx
Xxxxxxx Xxxxxxx 2,160,000 /s/ Xxxxxxx Xxxxxxx
Xxxx XxXxxxx 510,000 /s/ Xxxx XxXxxxx
June M. Cuba 510,000 /s/ June M. Cuba
Xxxxxx Xxxxx 3,000 /s/ Xxxxxx Xxxxx
Xxxxxx Xxxxxx 15,000 /s/ Xxxxxx Xxxxxx
Xxxxxx X. Xxxxxxx 250,000 /s/ Xxxxxx X. Xxxxxxx
7,768,000
