SHARE EXCHANGE AGREEMENT Between Already Checked, Inc. And MoneyFlow Systems International, Inc. And Interglobe Patrol Services Ltd. March 15, 2005
Exhibit
2.1
Between
Already
Checked, Inc.
And
MoneyFlow
Systems International, Inc.
And
Interglobe
Patrol Services Ltd.
March
15, 2005
THIS
SHARE EXCHANGE AGREEMENT (this “Agreement”), dated effective as of March 15,
2005
BETWEEN:
MoneyFlow
Systems International Inc., a company duly incorporated pursuant to the laws of
Nevada and having an office located at Suite N, 7003 -
5th,
Street S.E., Calgary, Alberta, Canada T2H 2G2
("MF")
AND:
Already
Checked, Inc., a Wyoming corporation, having offices located at 0000 Xxxxxxxx
Xxxxx, Xxxxx #000, Xxxx Xxxx Xxxx, Xxxx 00000
(“ACI”)
AND:
Interglobe
Patrol Services Ltd., a
British Columbia company with offices for service located at Suite 000 - 0000
Xxxxxxxx, Xxxxxxxxx, X.X., Xxxxxx X0X 0X0
("IPS")
WHEREAS:
|
A. |
MoneyFlow
Systems International Inc. is a publicly traded, reporting company duly
incorporated pursuant to the laws of Nevada whose shares are quoted for
trading on the OTCBB market. |
|
B.
|
Interglobe
Investigation Services Inc. is a wholly owned subsidiary corporation of
MF, with its principal operations located in Xxxxxxxxx, Xxxxxxx Xxxxxxxx,
Xxxxxx (“Interglobe”). |
|
C.
|
Already
Checked, Inc. is a reporting corporation, with its principal operations
located in Salt Lake City, Utah. |
|
D. |
IPS
is a privately held, non-reporting corporation, with its principal
operations located in Vancouver, British Columbia,
Canada. |
|
E. |
MF
desires to sell and ACI desires to purchase all of the outstanding shares
of Interglobe pursuant to the terms and conditions of this
Agreement. |
AGREEMENT
In
consideration of the foregoing recitals and the mutual promises contained
herein, ACI, Interglobe and MF hereby agree as follows:
|
1. |
Purchase
and Sale of Shares |
|
1.1 |
Property.
Subject to the terms and conditions of this Agreement, Shareholders agree
to sell and assign to ACI on the Closing Date (as defined below), free and
clear of all mortgages, security interests, liens, pledges, adverse claims
and other encumbrances, all of the outstanding shares of stock of
Interglobe as set forth on Exhibit A attached hereto (collectively, the
“Shares”) in exchange for the following
consideration: |
|
(a)
|
ACI
agrees to issue to MF on the Closing Date pro rata in accordance with
their respective holdings of the Shares on the date hereof, Nine Million
(9,000,000) common shares in the capital stock of Already Checked,
Inc.; |
|
(b)
|
ACI
and MF hereby agree to include as a term of this Agreement and a condition
of the Closing contemplated hereby, a schedule of such credits or
obligations, if any, as may be determined by a review and reconciliation
of the accounting and audit reports prepared by the accountants and
auditors for MF and Interglobe since the acquisition of Interglobe by MF.
Such review and reconciliation is to be prepared and presented by a
mutually acceptable and appointed third party, acting as arbitrator, based
on the financial statements prepared by the accountants and auditors of MF
and Interglobe as at the most recent reporting date, and adjusted to meet
the Closing Date of this Agreement. It is further contemplated that such
third party report will be prepared and presented not later than the close
of business March 23, 2005, and it is hereby expressly agreed by the
parties that the terms of the Arbitrator’s report shall be binding on each
of MF, Interglobe and ACI. |
|
(c)
|
ACI
agrees to become the agent for MoneyFlow and to sell and distribute
MoneyFlow's various surveillance products to the British Columbia market
should MoneyFlow agree to grant such Agency status. ACI shall represent,
sell and support MoneyFlow products to the exclusion of those of other
manufacturers and competitors as long as the products supplied by
MoneyFlow remain in ready availability and are of competitive price and
quality. Should MoneyFlow no longer be in a position to supply products of
similar or greater quality at competitive prices, ACI shall have the right
to sell, manufacture, re-sell and install other manufacturer's products
within the Province of British Columbia. |
|
2. |
Closing
Date; Delivery |
|
2.1 |
Closing
Date.
The closing of the purchase and sale of the Shares (the “Closing”) will be
held at the offices of ACI, at 10:00 a.m. on March 25, 2005, or at such
earlier date as may be agreed in writing by MF and ACI (the “Closing
Date”). Notwithstanding such Closing Date, the parties hereto specifically
acknowledge that the date to be employed for the purposes of accounting
and recording the combined business entities shall be March 1,
2005. |
|
2.2 |
Deliveries
at Closing |
|
(a) |
Deliveries
of MF to ACI.
At the Closing, if the conditions precedent set forth in Section 5.2 are
fulfilled in reasonable satisfaction, MF will deliver to ACI (1) stock
certificates or other documents of title representing all of the shares of
stock held of record or beneficially owned in Interglobe on the Closing
Date, duly endorsed by MF for transfer to ACI, per the direction of
counsel for ACI. MF and Interglobe will also deliver such other documents
and instruments as ACI may reasonably request to confirm that MF and
Interglobe have performed all of their obligations and fulfilled all of
the conditions of this Agreement. |
|
(b) |
Deliveries
of ACI to MF.
At the Closing, if the conditions precedent set forth in Section 5.1 are
fulfilled in reasonable satisfaction, ACI will deliver to MF stock
certificates representing Nine Million (9,000,000) common shares in the
capital stock of Already Checked, Inc., par value $0.001 issued in the
name of MoneyFlow Systems International, Inc. ACI will also deliver such
other documents and instruments as MF may reasonably request to confirm
that ACI has performed all of its obligations and fulfilled all of the
conditions of this Agreement. |
|
3. |
Representations
and Warranties of Interglobe.
MF and Interglobe hereby represent and warrant to ACI
that: |
|
3.1 |
Organization,
Standing and Authority of Interglobe. |
|
(a) |
Organization.
Interglobe is a corporation duly organized and validly existing under the
laws of the Province of British Columbia and is in good standing as a
domestic corporation under the laws of said
Province. |
|
(b) |
Charter
Documents.
Interglobe has furnished counsel for ACI with true and complete copies of
its Articles of Incorporation, as amended to date, and its Bylaws as
currently in effect. |
|
(c) |
Corporate
Power.
Interglobe has all requisite corporate power to enter into this Agreement
and to carry out and perform its obligations
hereunder. |
|
(d) |
Authorization
for Agreement.
The execution of this Agreement and the performance of the terms set out
herein have been duly authorized by the Board of Directors of each of
Interglobe and MF. Upon execution and delivery of this Agreement on behalf
of Interglobe, this Agreement will constitute the valid and legally
binding obligation of Interglobe, enforceable in accordance with its terms
and conditions. The execution, delivery and performance of this Agreement
and compliance with the provisions hereof by Interglobe does not and will
not conflict with, or result in a breach or violation of the terms,
conditions or provisions of, or constitute a default under, or result in
the creation or imposition of any lien pursuant to the terms of,
Interglobe’s Articles of Incorporation, as amended, Interglobe’s current
Bylaws, or any statute, law, rule or regulation or any order, judgment,
decree, indenture, mortgage lease or other agreement or instrument to
which Interglobe is subject. |
|
(e) |
Financial
Statements.
The audited financial statements of Interglobe as of December (October)
31, 2003; December (October) 31, 2004, and the audited financial
statements for the Three month period ended January 31, 2005, are attached
hereto as Exhibit B (the “Financial Statements”). The Financial Statements
present fairly the financial condition of Interglobe as of the periods
covered in conformity with generally accepted accounting principles
applied on a basis consistent with preceding
periods. |
|
(f) |
Material
Changes.
Since January 31, 2005, there have been no material adverse changes in the
financial condition of Interglobe from that shown on the Financial
Statements other than as previously disclosed to ACI, or, which, if known,
would dissuade ACI from entering into the
Agreement. |
|
3.2 |
Financial
and Operating Status of Interglobe. |
|
(a) |
Tax
Returns.
Interglobe has duly filed all required federal, provincial and local tax
returns, and all taxes, assessments and penalties set forth in such
returns have been timely and fully paid or adequately reserved against in
the Financial Statements. No tax return filed on behalf of Interglobe has
ever been audited by any governmental taxing
authority. |
|
(b) |
Contracts
and Commitments.
Interglobe has no written or oral contracts or commitments involving any
obligation, consideration or expenditure, outside the purchase of normal
inventory items in quantities in accordance with previous practices,
except as set forth in the Schedule of Disclosures attached hereto as
Exhibit D. Interglobe has delivered to ACI’ counsel true, complete and
correct copies of all such contracts and commitments, together with all
amendments thereto, all of which are listed on the Schedule of
Disclosures, and all such contracts are in full force and effect in the
form delivered. Interglobe has set forth in the Schedule of Disclosures
(i) all insurance policies in force on the date hereof; (ii) the names and
locations of all banks and other depositories in which it has accounts or
safe deposit boxes and the names of persons authorized to sign checks,
drafts or other instruments drawn thereon or to have access thereof; (iii)
all mortgages, promissory notes, deeds of trust, loan or credit agreements
or similar agreements, or modifications thereof, to which it is a party
and all amounts thereof; and (iv) all accounts receivable of Interglobe as
of December 31, 2004 and as reflected in the Financial Statements(v) all
security licenses. |
|
(c) |
Employees.
Interglobe does not have any collective bargaining agreements with any of
its employees. Interglobe is not a party to any contract with any of its
employees, consultants, advisors, sales representatives, distributors or
customers that is not terminable by Interglobe without liability, penalty
or premium on 30 days’ notice, except as otherwise set forth in the
Schedule of Disclosures. |
|
(d) |
Benefits.
Interglobe does not have any health, dental, pension, retirement, or other
benefit programs for its employees or in which its employees participate,
except as set forth in the Schedule of
Disclosures. |
|
(e) |
Inventory.
All inventory of Interglobe is saleable and in good condition, the value
of which as of December 31, 2004 has been written down or reserved to
amounts not in excess of realizable market
value. |
|
(f) |
Equipment.
All equipment of Interglobe is in good order and repair except minor
defects which do not materially interfere with the continued use of such
equipment. |
|
(g) |
Litigation.
There is no action, proceeding or investigation pending or, to the
knowledge of Interglobe, threatened against Interglobe, or any of
Interglobe’ property or assets which might result in any material and
adverse change in the property, assets or financial condition of
Interglobe, nor, to the knowledge of Interglobe, is there any basis for
any such action, proceeding or investigation. To the best knowledge of
Interglobe, it is in compliance in all material respects with all laws and
regulations applicable to it, its properties and
businesses. |
|
4. |
Representations
and Warranties of ACI.
ACI hereby represents and warrants to Interglobe and MF that the matters
set forth in the following subsections of this Section 4 are true and
correct. |
|
4.1 |
Corporate
Organization |
|
(a) |
Organization.
ACI is, and will be at the time of closing, a corporation duly organized,
validly existing and in good standing under the laws of the State of
Wyoming. |
|
(b) |
Financial
Statements.
The unaudited consolidated financial statements of Already Checked, Inc.,
for its last fiscal year are attached hereto as Exhibit D (the “Already
Checked, Inc. Financial Statements”). The Already Checked, Inc. Financial
Statements present fairly the financial condition of ACI as of the periods
covered in conformity with generally accepted accounting principles
applied on a basis consistent with preceding
periods. |
|
(c) |
Material
Changes.
Since the last quarterly ACI Financial Statements, there have been no
material changes in the financial condition of ACI from that shown on the
ACI Financial Statements as of such date. |
|
(d)
|
Capitalization.
Following the issuance contemplated hereby ACI will have at the Closing
Date not more than 52,500,000 total issued and outstanding common
shares. |
|
(e) |
Trading
Status.
ACI is not yet a publicly traded reporting company under Section 13 or
15(d) of the Securities Exchange Act of 1934. None of the information
contained in any of the reports filed by ACI pursuant to Section 13 of
such statute contains any misstatement of a material fact or omits any
information required to make the information contained therein not
materially misleading. |
|
(f)
|
Best
Efforts.
ACI hereby covenants and agrees to use its best efforts to have ACI
achieve trading status as soon as is
practicable. |
4.2
Acquisition
of IPS
|
(a)
|
IPS.
IPS is, or will be at the time of closing, a wholly owned subsidiary of
ACI. |
|
(b)
|
No
Impairment.
The acquisition of IPS will not impair, distort or otherwise negatively
affect the financial condition of ACI. |
|
4.3 |
Due
Execution and Enforceability.
The execution, delivery and performance of this Agreement and the other
agreements between the parties hereto referred to herein by and on behalf
of ACI have been duly and validly authorized by the ACI Board of
Directors. |
|
5. |
Conditions
to Closing |
|
5.1 |
Conditions
to Obligations of ACI.
The obligations of ACI to purchase the Shares at the Closing and to
consummate any other transaction contemplated by this Agreement are
subject to the fulfillment to ACI’ satisfaction on or prior to the Closing
date of the following conditions, any of which may be waived in whole or
in part by ACI. |
|
(a) |
Representation
and Warranties.
The representations and warranties made by MF and Interglobe in Section 3
above shall be true and correct in all material respects on and as of the
Closing Date with the same force and effect as if they had been made and
given on and as of the Closing Date, and MF and Interglobe shall have
performed and complied with all agreements and obligations to be performed
by it under this Agreement on or prior to the
Closing. |
|
(b) |
Authorization.
Interglobe shall have obtained all Board of Directors approval necessary
to authorize its participation in the transaction described in this
Agreement. |
Already
Checked - MF
Share
Exchange Agreement
Page 8 of
20
|
(c) |
No
Adverse Change.
Prior to the Closing there shall not have occurred any loss or destruction
of any material part of the assets of Interglobe or any material and
adverse change in the financial condition, properties, business or
operation of Interglobe from that shown in the Financial
Statements. |
|
(d) |
Documents
and Instruments Satisfactory.
All documents and instruments to be provided by Interglobe and MF in
connection with the transactions contemplated by this Agreement must be
satisfactory in form and substance to counsel for
ACI. |
|
5.2 |
Conditions
to Obligations of Interglobe and MF.
The obligations of MF and Interglobe to consummate this Agreement and
carry out and perform their obligations hereunder are subject to the
satisfaction of all of the following conditions unless waived by
MF. |
|
(a) |
Representations
and Warranties True at Closing.
The representations and warranties made by ACI in this Agreement shall be
true and correct in all material respects on and as of the Closing Date
with the same force and effect as if they had been made and given on as of
the Closing Date. ACI shall have performed and complied in all material
respects with all agreements and obligations to be performed by it under
this Agreement on or before the Closing
Date. |
|
(b) |
Authorization.
ACI shall have obtained all Board of Directors approval necessary to
authorize its participation in the transaction described in this
agreement. |
|
(c) |
No
Adverse Change.
Prior to the Closing there shall not have occurred any material and
adverse change in the financial condition, properties, business or
operations of ACI since the date of this
Agreement. |
|
(d) |
Documents
and Instruments Satisfactory.
All documents and instruments to be provided by ACI in connection with the
transactions contemplated by this Agreement must be satisfactory in form
and substance to counsel for MF and
Interglobe. |
|
(e) |
Due
Diligence Satisfactory.
MF and Interglobe have received all of the information reasonably
requested by them from ACI in connection with this transaction, and, based
on its due diligence investigation, are satisfied with the financial and
operating condition of ACI. |
Already
Checked - MF
Share
Exchange Agreement
Page 9 of
20
|
6. |
Covenants
and Agreements of Interglobe. |
|
6.1 |
Access
to Information.
From and after the date of this Agreement and until the Closing, MF agree
that the authorized representatives of ACI shall have access during normal
business hours to the properties, facilities, books, records, contracts
and documents of Interglobe and Interglobe shall furnish or cause to be
furnished to the authorized representatives of ACI copies of all documents
and all information with respect to the affairs and businesses of
Interglobe that ACI’ representatives may reasonably request. ACI shall
keep all such information confidential and shall not use the same for any
purpose or disclose the same to any other person or entity pending the
consummation of the transactions contemplated
hereby. |
|
6.2 |
Conduct
of Business Pending the Closing.
Unless expressly consented to by ACI or otherwise permitted or required
under this Agreement, from and after the date of this Agreement and until
the Closing or the termination or abandonment of this Agreement as
provided herein: |
|
(a) |
Business
in the Ordinary Course.
Interglobe will (i) conduct its business only in the ordinary course in
the same manner as before date of this Agreement, (ii) will not institute
any unusual or novel methods of manufacture, purchase, sale, lease,
service, accounting or operation, (iii) will not grant any increase in the
rate of pay or other benefits or compensation of any officers or
employees, and (iv) will not enter into, amend or terminate any contract
or commitment not in the usual and ordinary course of business and
consistent with Interglobe’s past practice. |
|
(b) |
Indebtedness.
Interglobe will not (i) incur or assume or guarantee any indebtedness
other than indebtedness incurred in the usual and ordinary course of
business for goods or services or pursuant to existing commitments or
agreements previously disclosed in writing to ACI under this Agreement, or
(ii) enter into, execute or deliver any agreement or writing to the
release or settlement of claims, except as otherwise provided by this
Agreement. |
|
(c) |
Corporate
Structure.
Interglobe will not (i) amend its articles of incorporation or bylaws or
change its officers or directors or (ii) issue any additional capital
stock or other securities or grant any warrants, options or rights to
purchase or acquire any capital stock or other securities of Interglobe,
or (iii) merge or consolidate with any other corporation or acquire all or
substantially all of the stock, business or assets of any other person or
entity or sell, assign or transfer substantially all of its assets or
outstanding securities to any other person or
entity. |
Already
Checked - MF
Share
Exchange Agreement
Page 10 of
20
|
(d) |
Dividends
and Capital Stock.
Interglobe will not (i) declare or pay any dividend or make any stock
split or stock dividend or other distribution with respect to its capital
stock, or (ii) directly or indirectly redeem, purchase or otherwise
acquire for value any of its capital stock. |
|
(e) |
Banking
Relationships.
No change will be made affecting Interglobe’s banking relationships and
Interglobe shall open no new bank or other deposit
accounts. |
|
(f) |
Insurance.
Interglobe will maintain in full force and effect, all policies of
insurance now in effect and will give all notices and present all claims
under all policies in a timely fashion. |
|
(g) |
Licenses:
Interglobe will maintain in full force and effect, all related licenses
now in effect. |
|
6.3
|
Negative
Covenants:
Unless expressly consented to by ACI or otherwise permitted or required
under this Agreement, from and after the date of this Agreement and until
the Closing or the termination or abandonment of this Agreement as
provided herein: |
|
(a) |
Assets:
Interglobe will not sell, hypothecate, liquidate or otherwise dispose of
all or any significant portion of the assets of Interglobe or any interest
therein; |
|
(b) |
Merger:
Interglobe will not merge or consolidate Interglobe with any other person
or entity or enter into any plan or agreement with respect
thereto; |
|
(c) |
Agreements:
Interglobe will not enter into any agreement between Interglobe other than
in the ordinary course of business or where such agreement may deter ACI
from completing the purchase and sale contemplated
hereby; |
|
(d) |
Share
Issuance:
Interglobe will not issue any shares of the capital stock of Interglobe or
any shares or other securities convertible into or exchangeable or
exercisable for such shares of capital stock except to the extent
contemplated by Section 7.6 hereof and except to the extent such shares or
other securities are issued to amend the pro-rata distribution of the
Purchase shares set out in Paragraph 1
hereof; |
|
(e) |
Debt
or Guarantee:
Interglobe will not incur any indebtedness of Interglobe for borrowed
money, either directly or as guarantor of any obligations of Interglobe or
any Interglobe Affiliate other than in the ordinary course of business or
with the express agreement of ACI; |
Already
Checked - MF
Share
Exchange Agreement
Page 11 of
20
|
(f) |
Dissolution:
Interglobe will not adopt any plan or petition any court or governmental
agency for the dissolution of Interglobe;
or |
|
7. |
Covenants
and Agreements of ACI. |
|
7.1 |
ACI
shall not, for a period of Twelve (12) months from the date hereof, cause,
permit or suffer ACI to, in each case without the prior consent of
MF: |
|
(a) |
sell,
hypothecate, liquidate or otherwise dispose of all or any significant
portion of the assets of ACI or IPS or any interest
therein; |
|
(b) |
merge
or consolidate ACI with any other person or entity or enter into any plan
or agreement with respect thereto other than as previously
advised; |
|
(c) |
enter
into any agreement between ACI and any other party other than Interglobe
and any person or entity controlled by Interglobe, unless specifically
required or agreed to by Interglobe or MF where such agreement would have
the effect of diluting or otherwise limiting the interest of MF in ACI
following the acquisition of IPS and
Interglobe. |
|
(d) |
issue
any shares of the capital stock of ACI or other securities convertible
into or exchangeable or exercisable for such shares of capital stock
except to the extent contemplated by Section 4.1(d) hereof and except to
the extent such shares or other securities are issued in connection with
the terms of this Agreement; |
|
(e) |
adopt
any plan or petition any court or governmental agency for the dissolution
of ACI. |
|
(f)
|
Adopt
any plan or initiate any process to consolidate, reduce or otherwise
modify the share capitalization of ACI. |
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Checked - MF
Share
Exchange Agreement
Page 12 of
20
|
8. |
Miscellaneous. |
|
8.1 |
Successors
and Assigns.
This Agreement and the terms and conditions contained herein are binding
upon, and will inure to the benefit of, the parties hereto and their
respective representatives, executors, administrators, heirs, successors
and assigns, but, except as otherwise specifically provided herein,
neither this Agreement nor any rights or obligations hereunder may be
assigned, directly, indirectly, voluntarily or involuntarily, except by
operation or law, by any party to this
Agreement. |
|
8.2 |
Governing
Law; Severability.
This Agreement will be governed by and construed in accordance with the
laws of the State of Wyoming. If any provision of this Agreement is found
to be invalid, illegal or unenforceable in any respect, such provision
will be enforced to the maximum extent possible and the remaining
provisions of this Agreement will continue
unaffected. |
|
8.3 |
Waivers.
No waiver by any party hereto of any term or condition of this Agreement
will be effective unless set forth in a writing signed by such party. No
waiver of any provision of this Agreement will be deemed a waiver of any
other provision, or constitute a continuing waiver unless otherwise
expressly provided in writing by the waiving party. No failure or delay on
the part of any party in exercising any right, power or privilege under
this Agreement will operate as a waiver thereof, nor will a single or
partial exercise thereof preclude any other or further exercise of any
other rights, powers or privileges. |
|
8.4 |
Entire
Agreement; Modifications.
This Agreement, together with the exhibits and schedules attached hereto,
each of which is incorporated herein by this reference, constitutes the
entire agreement among the parties hereto pertaining to the subject matter
hereof and supersedes in its entirety all prior and contemporaneous
agreements, understandings, negotiations and discussions between the
parties, whether oral or written, with respect to the subject matter of
this Agreement. No supplement, modification or amendment to this Agreement
will be binding unless executed in writing by Interglobe, MF and
ACI. |
|
8.5 |
Notices.
All notices and other communications required or permitted under this
Agreement will be in writing and may be hand delivered, mailed by
first-class mail, postage prepaid, or sent via facsimile. Unless otherwise
agreed to in writing by the parties, such notices and other communications
shall be addressed to the parties as
follows: |
Already
Checked - MF
Share
Exchange Agreement
Page 13 of
20
If
to ACI:
Already
Checked, Inc.
0000
Xxxxxxxx Xxxxx, Xxxxx #000
Xxxx
Xxxx Xxxx, Xxxx 00000
Attention:
Xxxxxxx X. Xxxxxx, President
If
to MoneyFlow:
Suite
N, 7003 - 5th Street
S.E.
Calgary,
Alberta, Canada T2H 2G2
Attention:
Xxx Xxxxxxx, Director
If
to Interglobe:
Interglobe
Patrol Services Ltd.
Xxxxx
000 - 0000 Xxxxxxxx
Xxxxxxxxx,
X.X., Xxxxxx X0X 0X0
Attention:
Xxxxxx Xxxxxxxxx, President
|
8.6 |
Counterparts.
This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original and all of which together shall
constitute one instrument. |
|
8.7 |
Headings;
References.
Headings used in this Agreement are used for convenience only and are not
to be considered in construing or interpreting this
Agreement. |
|
8.8 |
Expenses.
Each of the parties hereto shall bear all of the fees and expenses,
including, without limitation, the fees and expenses of counsel and
accountants incurred by itself in the negotiation, preparation and
execution of this Agreement and in the consummation of the transactions
contemplated hereby. |
Already
Checked - MF
Share
Exchange Agreement
Page 14 of
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IN
WITNESS WHEREOF, the
parties have executed this Agreement on the dates set forth below, to be
effective for all purposes as of the date first written above.
Already
Checked, Inc.
Per:
___________________________
Xxxxxxx
X. Xxxxxx, President
Per:
___________________________
Xxx
Xxxxxxx, President
Interglobe
Patrol Services Ltd.
By:
___________________________
Xxxxxx
Xxxxxxxxx, President
Already
Checked - MF
Share
Exchange Agreement
Page 15 of
20
