EXHIBIT 10.3
TESSA COMPLETE HEALTH CARE, INC.
A Georgia Corporation
SUBSCRIPTION AGREEMENT
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TESSA COMPLETE HEALTH CARE, INC.
00 Xxxxxxx Xxxxxx, Xxxxx 000
Xxx Xxx, XX 00000
Ladies and Gentlemen:
You have informed me that Tessa Complete Health Care, Inc., a Georgia
corporation (the "Company"), intends to issue me one hundred million
(100,000,000) shares of the Company's $0.02 par value common stock (the
"Shares") in accordance with a private placement by investing the sum of
Two Hundred Thousand Dollars ($200,000.00) at a price per share of $ 0.002.
Subject to the terms and conditions hereof, I hereby irrevocably tender this
Subscription Agreement with the full knowledge and understanding that my
decision to accept the Shares is an investment decision on my part. I
further acknowledge and understand that I am tendering this Subscription
Agreement with the knowledge that the Company is entering into a Consulting
Agreement with Xxx Xxxxx regarding one hundred and sixty-six million
(166,000,000) shares of the Company's $0.02 par value common stock.
In light of the foregoing, I agree with the Company as follows:
(1) By the execution of this document, I acknowledge that I understand
that the Company is relying upon the accuracy and completeness hereof
in complying with its obligations under applicable federal and state
securities laws.
(2) Representations and Warranties by Subscriber. I represent and warrant
as follows:
(a) I understand that the Shares have not been registered under the
Securities Act of 1933, as amended, or under the Oregon Securities
Law, ORS Chapter 59, or under any other applicable state
securities law, and I have no right to require a registration;
(b) I have adequate means of providing for my current needs and
possible personal contingencies without having need to resort
to the funds or other assets contemplated to be used for the
acquisition of the Shares;
(c) I have a net worth sufficient to bear the risk of losing my entire
investment in the Company;
(d) I have sufficient knowledge and experience in business and
financial matters so as to be able to evaluate the relative risks
and merits of an investment in the Company;
(e) By reason of my pre-existing personal or business relationship
with one or more of the directors or executive officers of the
Company, by reason of my own business relationship with the
Company, or by reason of my own business or financial experience,
I could be reasonably assumed to have the capacity to protect my
own interests in connection with this transaction;
(f) The Shares which are the subject of this Agreement will be
acquired solely for my own account as an investment and will not
be purchased with a view toward distribution, resale, subdivision,
or fractionalization thereof;
(g) I recognize that the Shares, as an investment, involve special and
substantial risks and I have taken full cognizance of and
understand all of the material risk factors related to the
purchase of Shares;
(h) I realize that the Shares cannot be readily sold as there will be
no public market and that I may not be able to sell, redeem, or
dispose of my interest in the Company without a potential loss on
my investment; therefore, I must not purchase the Shares unless I
have liquid assets sufficient to assure that my purchase will
cause me no undue financial difficulties;
(i) I understand that my right to sell or otherwise transfer the
Shares will be restricted, unless the Shares are registered or
qualify for an exemption from registration under the Securities
Act of 1933, as amended, the Oregon Securities Law, ORS Chapter
59, and other applicable state securities laws;
(j) I have carefully read all financial and other documents concerning
the Company and its management that have been supplied to me by
the Company or filings that the Company has made with the
Securities and Exchange Commission which are publicly available.
The Company has made available to me and, if I so requested, to my
attorney and accountant all documents that were requested relating
to an investment in the Company and has provided answers to all
questions asked of it concerning an investment in the Company. In
evaluating the suitability of an investment in the Company, I have
not relied upon any representations or other information (whether
oral or written) other than as contained in any such documents or
answers to questions so furnished to me by the Company;
(k) I have been advised to consult with my own attorney regarding
legal matters concerning the Company and to consult with
independent tax counsel or advisers regarding the tax consequences
of investing in the Company;
(l) I acknowledge that the information received in connection with
this Subscription Agreement is confidential and non-public and
agree that all of the information will be kept in confidence by
me and neither used by me to my personal benefit (other than in
connection with my subscription for Shares) nor disclosed to
any third party for any reason; provided, however, that this
obligation does not apply to any such information which:
(i) is part of the public knowledge or literature and is readily
accessible at the date hereof; (ii) becomes part of the public
knowledge or literature and thus readily accessible by
publication (except as a result of a breach of this provision);
or (iii) is received from third parties (except third parties
who disclose it in violation of any confidentiality agreements
they may have with the Company);
(m) I recognize that the sale of the Shares to me will be based upon
the representations, warranties, and statements made by me herein;
and I hereby agree to indemnify the Company and to hold it and its
officers, directors, employees, agents, and affiliates harmless
from and against any and all loss, damage, liability, or expense,
including costs and reasonable attorney's fees, to which it or
they may be put or which it or they may incur by reason of, or in
connection with, any misrepresentation made by me in this
Subscription Agreement, any breach by me of my warranties, and/or
failure by me to fulfill any of the covenants or agreements set
forth herein or arising out of the sale or distribution by me of
any of the Shares in violation of the Securities Act of 1933, as
amended, the Oregon Securities Law, ORS Chapter 59, or any other
applicable federal or state securities or "blue sky" laws;
(n) I agree that, subject to limitations imposed under any applicable
federal or state securities laws or administrative interpretations
thereof, any action or proceeding brought by me against the
Company, or by the Company against me, arising directly or
indirectly in connection with, out of, or from this investment
shall be resolved by arbitration in San Diego, California, in
accordance with the rules then in effect of the American
Arbitration Association and applicable provisions of California
law. The expense of such arbitration shall be borne equally by
the parties thereto; and judgment upon any award rendered by the
arbitrators may be entered in any court having jurisdiction
thereof. I further agree that in any such action or proceeding I
shall not seek punitive damages as part of the arbitration award.
IN WITNESS WHEREOF, I have executed this Subscription Agreement.
EFFECTIVE the 2nd day of January, 2002.
[Please sign in the same manner as the Shares are to be registered.]
FOR SUBSCRIPTION BY FOR SUBSCRIPTION BY AN
INDIVIDUAL(S): ENTITY: [See Note (1) Below]
/s/ Xxxxxxx X. Xxxxxxx Health & Fitness of Oregon
Subscriber (Signature) Subscriber (Type or Print Name)
___________________________ By: Xxxxxxx X. Xxxxxxx
Type or Print Name Signature of Representative
President
Type or Print Name and Title or
Capacity of Representative
00-0000000
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Employer Identification
Number of Subscriber
______________________________ ____________________________
Address Address
____________________________ ____________________________
Telephone Number Telephone Number
______ Partnership
__X__ Corporation
______ Pension and Profit
Sharing Plan
______ Trust
______ Estate
______ Joint Venture
Note (1) An entity must include with
this Subscription Agreement a true copy
of the written documentation authorizing
an investment of this nature by the
entity.
ACCEPTED BY:
TESSA COMPLETE HEALTH CARE, INC.
A Georgia Corporation
/S/ Xxxxx X. Xxxxx
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XXXXX X. XXXXX
President & CEO
DATE: January 3, 2002
