AGREEMENT AND PLAN OF REORGANIZATION
AGREEMENT AND PLAN OF REORGANIZATION among GLOBAL ECO-LOGICAL
SERVICES, INC., a Florida corporation ("Global"), INTERCONTINENTAL
FINANCE CORP., a Delaware corporation ("ICF") and FS CAPITAL MARKETS
GROUP, INC. ("FSCM").
WHEREAS, Global wishes to acquire and FSCM wishes to transfer all of
the issued and outstanding securities of ICF in a transaction intended to
enable Global to become the successor issuer to ICG pursuant to SEC Rule
12g-3(a).
NOW, THEREFORE, Global, ICF, and FSCM adopt this plan of reorganization
and agree as follows:
1. EXCHANGE OF STOCK
1.1. NUMBER OF SHARES. FSCM agrees to transfer to Global at the
Closing (defined below) 5,000,000 shares of common stock of ICF, being
all of the issued and outstanding common stock of ICF, in exchange for an
aggregate of 250,000 shares of voting common stock of Global and $75,000
cash.
1.2. EXCHANGE OF CERTIFICATES. FSCM shall surrender the
certificate(s) representing its shares of common stock in ICF to the
Escrow Agent, and shall receive in exchange the cash and a certificate or
certificates representing the number of full shares of Global common
stock into which the shares of ICF common stock represented by the
certificate or certificates so surrendered shall have been converted at
the Closing. The transfer of ICF shares by FSCM shall be effected by the
delivery to Global at the Closing of certificates representing the
transferred shares endorsed in blank or accompanied by stock powers
executed in blank.
1.3. FRACTIONAL SHARES. Fractional shares of Global common stock
shall not be issued, but in lieu thereof Global shall round up fractional
shares to the next highest whole number.
1.4. FURTHER ASSURANCES. At the Closing and from time to time
thereafter, FSCM shall execute such additional instruments and take such
other action as Global may request in order more effectively to sell,
transfer, and assign the transferred stock to Global and to confirm
Global's title thereto.
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 ICF 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 Global
common stock into which it was converted. No dividend or other
distribution shall be paid to the holders of certificates of ICF common
stock until presented for exchange at which time any outstanding
dividends or other distributions shall be paid.
4. REPRESENTATIONS AND WARRANTIES OF ICF
ICF represents and warrants as follows:
4.1. CORPORATE ORGANIZATION AND GOOD STANDING. ICF 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. ICF has filed with the Securities
and Exchange Commission a registration statement on Form 10-SB which
became effective pursuant to the Securities Exchange Act of 1934 and is a
reporting company pursuant to Section (g) thereunder.
4.3. REPORTING COMPANY FILINGS. ICF has timely filed and is current
on all reports required to be filed by it pursuant to Section 13 of the
Securities Exchange Act of 1934.
4.4. CAPITALIZATION. ICF's authorized capital stock consists of
20,000,000 shares of Common Stock, $0.0001 par value, of which 5,000,000
shares are issued and outstanding, and 5,000,000 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. Except as set out by attached schedule, there
are no stock grants, options, rights, warrants or other rights to
purchase or obtain ICF Common or Preferred Stock issued or committed to
be issued.
4.7. CORPORATE AUTHORITY. ICF 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 ICF's board of directors.
4.9. SUBSIDIARIES. ICF has no subsidiaries.
4.10. FINANCIAL STATEMENTS. ICF's financial statements dated
September 30, 2000, copies of which are filed with the SEC with ICF's
quarterly report on Form 10-QSB for the period ending September 30, 2000
(the "ICF Financial Statements"), fairly present the financial condition
of ICF 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 ICF Financial Statements, ICF 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 ICF since the date of the ICF Financial
Statements.
4.13. LITIGATION. Except as set out by attached schedule, there is
not, to the knowledge of ICF, any pending, threatened, or existing
litigation, bankruptcy, criminal, civil, or regulatory proceeding or
investigation, threatened or contemplated against ICF or against any of
its officers.
4.14. CONTRACTS. Except as set out by attached schedule, ICF 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, ICF has good
and marketable title to all the real property and good and valid title to
all other property included in the ICF Financial Statements. Except as
set out in the balance sheet thereof, the properties of ICF 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 ICF.
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 ICF 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 ICF Financial
Statements are adequate to cover any such taxes that may be assessed
against ICF in respect of its business and its operations during the
periods covered by the ICF 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 ICF is subject or by
which ICF is bound.
5. REPRESENTATIONS AND WARRANTIES OF FSCM
FSCM, individually and separately, represent and warrant as follows:
5.1. TITLE TO SHARES. FSCM is the owner, free and clear of any liens
and encumbrances, of 5,000,000 shares of common stock of ICF shares.
5.2. LITIGATION. There is no litigation or proceeding pending, or to
each Shareholder's knowledge threatened, against or relating to shares
of ICF held by FSCM.
5.3 ICF REPRESENTATIONS. All of the representations and warranties
of ICF herein are true and correct.
5.4 REPRESENTATIONS RELATING TO PURCHASE OF GLOBAL STOCK. FSCM
represents and warrants that:
a. Disclosure; Access to Information. FSCM has received all documents,
records, books and other information pertaining to FSCM's investment in
Global that have been requested by FSCM, and which FSCM needs in order to
make a decision to purchase common stock from Global pursuant to this
Agreement.
b. Manner of Sale. At no time was FSCM 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. FSCM is not an officer, director or "affiliate" (as that
term is defined in Rule 405 of the Securities Act) of Global.
d. Intent. FSCM 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 Global common stock. FSCM has no present arrangement (whether or not
legally binding) at any time to sell the Global common stock to or
through any person or entity; provided, however, that by making the
representations herein, FSCM does not agree to hold such securities for
any minimum or other specific term and reserves the right to dispose of
the Global common stock at any time in accordance with federal and state
securities laws applicable to such disposition.
e. Sophisticated Investor. FSCM 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 Global
common stock. FSCM has been represented by counsel of its choice. FSCM
acknowledges that an investment in the Global common stock is speculative
and involves a high degree of risk.
f. Restrictions on Resale. FSCM (i) understands and acknowledges that
the issuance of the shares of Global 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 FSCM 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.
6. REPRESENTATIONS AND WARRANTIES OF GLOBAL
The Global represents and warrants as follows:
6.1. CORPORATE ORGANIZATION AND GOOD STANDING. Global 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.
6.2. CAPITALIZATION. Global's authorized capital stock consists of
50,000,000 shares of Common Stock, $.001 par value, of which 13,826,7226
shares are issued and outstanding, and 1,000,000 shares of preferred
stock, of which no shares are issued and 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 Global Common or Preferred Stock issued or committed
to be issued.
6.5. CORPORATE AUTHORITY. Global 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 Global's board of directors.
6.7. SUBSIDIARIES. Except as set out by attached schedule, Global
has no subsidiaries.
6.8. FINANCIAL STATEMENTS. Global's financial statements dated as
of December 31, 1999, copies of which will have been delivered by Global
to ICF prior to the Closing (the "Global Financial Statements"), fairly
present the financial condition of Global 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.
6.9. ABSENCE OF UNDISCLOSED LIABILITIES. Except to the extent
reflected or reserved against in the Global Financial Statements, Global
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 Global since the date of the Global Financial
Statements.
6.11. LITIGATION. Except as set out by attached schedule, there is
not, to the knowledge of Global, any pending, threatened, or existing
litigation, bankruptcy, criminal, civil, or regulatory proceeding or
investigation, threatened or contemplated against Global or against any
of its officers.
6.12. CONTRACTS. Except as set out by attached schedule, Global 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, Global has good
and marketable title to all the real property and good and valid title to
all other property included in the Global Financial Statements. Except
as set out in the balance sheet thereof, the properties of Global 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 Global.
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 Global 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 Global Financial
Statements are adequate to cover any such taxes that may be assessed
against Global in respect of its business and its operations during the
periods covered by the Global 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 Global is subject or
by which Global is bound.
7. CONDUCT OF ICF PENDING THE MERGER DATE. ICF covenants that between
the date of this Agreement and the Merger Date:
7.1. No change will be made in ICF's articles of incorporation or
bylaws.
7.2. ICF will not make any change in its authorized or issued
capital stock, 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.
7.3. ICF will use its best efforts to maintain and preserve its
business organization, employee relationships, and goodwill intact, and
will not enter into any material commitment except in the ordinary course
of business.
8. CONDUCT PENDING THE CLOSING
Global, ICF and FSCM 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 Global or ICF.
8.2. ICF and Global 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. FSCM will not sell, transfer, assign, hypothecate, lien, or
otherwise dispose or encumber the ICF shares of common stock owned by it.
9. CONDITIONS PRECEDENT TO OBLIGATION OF ICF AND FSCM
ICF's and FSCM'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 ICF or FSCM as appropriate:
9.1. GLOBAL'S REPRESENTATIONS AND WARRANTIES. The representations
and warranties of Global 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. GLOBAL'S COVENANTS. Global 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 Global.
9.4. SUPPORTING DOCUMENTS OF GLOBAL. Global shall have delivered to
ICF and FSCM supporting documents in form and substance reasonably
satisfactory to ICF and FSCM, to the effect that:
(a) Global is a corporation duly organized, validly existing, and in
good standing;
(b) Global's authorized capital stock is as set forth herein;
(c) Certified copies of the resolutions of the board of directors of
Global authorizing the execution of this Agreement and the consummation
hereof;
(d) Secretary's certificate of incumbency of the officers and
directors of Global;
(e) Global'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 GLOBAL
Global'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 Global:
10.1. ICF'S AND FSCM's REPRESENTATIONS AND WARRANTIES. The
representations and warranties of ICF and FSCM 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. ICF'S AND FSCM' COVENANTS. ICF and FSCM 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 ICF.
10.4. SHAREHOLDER EXECUTION. This Agreement shall have been executed
by FSCM.
10.5. SUPPORTING DOCUMENTS OF ICF. ICF shall have delivered to
Global supporting documents in form and Substance reasonably satisfactory
to Global to the effect that:
(a) ICF is a corporation duly organized, validly existing, and in
good standing;
(b) ICF's capital stock is as set forth herein;
(c) Certified copies of the resolutions of the board of directors of
ICF authorizing the execution of this Agreement and the consummation
hereof;
(d) Secretary's certificate of incumbency of the officers and
directors of ICF;
(e) ICF's Financial Statements and unaudited financial statements
for the period from the date of the ICF'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 ICF, FSCM and Global 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 within the
District of Columbia.
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 Delaware, 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 AND HOLDBACK.
14.1 DELIVERY OF CONSIDERATION. At or before Closing, FSCM shall
deliver all issued and outstanding shares of common stock of ICF to
Xxxxxxx, Xxxxxx & Goldman, P.C. (the "Escrow Agent"), and Global will
deliver 250,000 shares of common stock of Global issued in the name of
FSCM and $15,000 to the Escrow Agent. At Closing, the Escrow Agent shall
deliver such shares of common stock of ICF to Global, and shall deliver
$15,000 and 250,000 shares of common stock of Global to FSCM.
14.2 HOLDBACK. Global shall pay an additional $60,000 to FSCM in
the event (i) Global does not file a Form 8-K within fifteen days of the
Closing containing all information required for Global to make an
election under SEC Rule 12g-3(a), including audited financial statements
for the year ended December 31, 1999, and unaudited financial statements
for the interim period ended September 30, 2000, or (ii) if Global
satisfies Section 14.2(a)(i), Global is notified within thirty days of
the filing of the Form 8-K that the SEC will not review the Form 8-K and
that Global's election to become a successor issuer pursuant to SEC Rule
12g-3 is effective.
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 Global, to:
Global Eco-Logical Services, Inc.
0 Xxxxx Xxxxxx
Xxxxx 000
Xxxxxxxxxx, Xxxxx Xxxxxxxx 00000
Attn: Xxxxxxx Xxxxxx
If to ICF, to:
Intercontinental Finance Corp.
0000 Xxxxxxxx Xxxxxx
Xxxxx 000
Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000-0000
Attn: Xxxxxxx Xxx
If to FSCM, to:
FS Capital Markets, Inc.
0000 Xxxxxxxx Xxxxxx
Xxxxx 000
Xxxxxxxxxxxx, Xxxxxxxxxxxx 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 November __, 2000.
IN WITNESS WHEREOF, the parties have executed this agreement.
GLOBAL ECO-LOGICAL SERVICES, INC.
___________________________________
By: _______________________________
Its: _______________________________
INTERCONTINENTAL FINANCE CORP.
___________________________________
By: _______________________________
Its: _______________________________
FS CAPITAL MARKETS, INC.
___________________________________
By: _______________________________
Its: ______________________________
