Asset Purchase Agreement
This Asset Purchase Agreement (the "Agreement") is made and effective
January 25, 2000, by and between ▇▇▇▇▇▇▇▇▇▇.▇▇▇, Inc., An Utah Corporation
("Buyer") and ▇▇▇▇ ▇. ▇▇▇▇▇ ("Seller").
Seller operates a search web site specific to the online crafts
community under the names ▇▇▇▇▇-▇▇▇▇▇.▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, and Craft-search-
▇▇▇▇▇▇.▇▇▇ (the "Business").
Seller desires to sell to Buyer, and Buyer desires to purchase from
Seller, certain assets of Seller used in the Business, subject to the terms of
this Agreement.
NOW, THEREFORE, the parties agree as follows:
1. Transfer of Assets. At the Closing, subject to the terms of this
Agreement, Seller shall sell, assign, transfer, convey and deliver to Buyer,
and Buyer shall purchase from Seller, free and clear of all liens,
encumbrances, claims, clouds, charges, equities or imperfections of any
nature, all software, databases, contract rights, customer lists, trademarks,
trade names, intellectual property, goodwill, materials, supplies, telephone
numbers, business records, and other assets owned by Seller and used or useful
in the Business and related operations. The assets and properties to be
transferred by Seller to Buyer shall include, without limitation those
identified in Exhibit A attached hereto.
2. Conveyance and Transfer Documents. Seller agrees to deliver to Buyer at
the Closing such certificates, bills of sale, documents of title and other
instruments of conveyance and transfer, in form and content satisfactory to
Buyer, as shall be effective to vest in Buyer good and marketable title in and
to any property to be sold, assigned, transferred, conveyed and delivered
hereunder.
3. Payment of Purchase Price. In exchange for full payment for all of the
items purchased from Seller, Buyer shall issue Seller 100,000 shares of its
common stock. Such issued shares shall be "restricted securities" and shall be
imprinted with the following legend or a reasonable facsimilie thereof on the
front and reverse sides thereof:
The shares of stock represented by this certificate have not been registered
under the Securities Act of 1933, as amended, and may not be sold or otherwise
transferred unless compliance with the registration provisions of such Act has
been made or unless availability of an exemption from such registration
provisions has been established, or unless sold pursuant to Rule 144 under the
Act.
4. Nonassumption of Liabilities. Except as otherwise agreed expressly in
writing, Buyer does not and shall not assume or agree to pay any of Seller's
or, where applicable, any shareholder's, partner's, or member's, liabilities
or obligations of any nature or kind. Seller and, where applicable, any
shareholder, partner, or member, shall each remain responsible for their
respective debts and obligations.
5. Further Assurances. From time to time after the date of this Agreement,
Seller shall give to Buyer, and to Buyer's representatives, auditors and
counsel, full access during normal business hours to all of the properties,
books, records, tax returns, contracts, licenses, franchises and all of the
documents of Seller relating to the Business and shall furnish to Buyer all
information with respect to the Business, as Buyer may from time to time
reasonably request. Promptly following execution of this Agreement, Seller
shall use Seller's best efforts to obtain all consents (if any, including,
without limitation, consents of any government or governmental agency)
necessary to effect the sale, assignment, transfer, conveyance and delivery
contemplated by Section 1 hereof. From time to time after the Closing, at
Buyer's request and without further consideration, Seller agrees to execute
and deliver at Seller's expense such other instruments of conveyance and
transfer and take such other action as Buyer reasonably may require more
effectively to sell, assign, transfer, convey, deliver and vest in Buyer, and
to put Buyer in possession of, any property to be sold, assigned, transferred,
conveyed and delivered hereunder.
6. Closing.
A. The issuance of shares, delivery of documents and completion of
other
items related to the transfer of the Business and the assets purchased by
Buyer (the "Closing") shall be held on January 25, 2000, at 5:00 p.m., at
Columbia, SC, or on such other date, and at such other time and place, as
mutually agreed upon by the parties in writing.
B. At the Closing:
(i) Seller shall execute and deliver to Buyer the instruments of
conveyance and transfer called for in Section 2 hereof;
(ii) Buyer shall deliver to Seller a Board resolution instructing
the Buyer's transfer agent to issue the stock called for in Section 3 above.
C. In the event that the Closing hereunder shall not be consummated by
January 31, 2000 for any reason other than some act, omission or material
breach by Buyer, this Agreement shall, at the sole option of Buyer, terminate.
7. Representations and Warranties of Seller. Seller represents and warrants
to and covenants with Buyer, and Buyer's successors and assigns (which
representations, warranties and covenants shall survive the Closing), as
follows:
A. Seller has full power and authority to execute and deliver the
Agreement and to consummate the transactions contemplated hereby.
B. This Agreement and Seller's performance of the obligations herein do
not constitute the breach or violation of any agreement, covenant, obligation
or promise to which Seller is legally bound.
C. Seller's execution, delivery and performance of this Agreement will
not constitute the breach or violation of any agreement, obligation, promise,
covenant or court order with respect to any spousal maintenance or child
support obligation and that Seller's spouse, if any, does not own any part of
the Business and no consent or waiver by any such spouse is required to
complete Seller's obligations herein.
D. Except as otherwise disclosed by Seller in writing, as of the date
of
this Agreement, the assets and properties of Seller are not, and as of the
Closing they will not be, subject to any liens, encumbrances, claims, clouds,
charges, equities or imperfections of any nature.
E. Neither the execution or delivery by Seller of this Agreement or the
transactions contemplated hereby will: (i) result in the creation of any lien,
security interest, or encumbrance upon any of the assets of Seller; (ii)
violate any order, writ, injunction, decree, judgment, law, rule, regulation
or ruling of any court or governmental authority applicable to Seller or any
of its properties; or (iii) require any consent, approval or authorization of,
or declaration, filing or registration with, any governmental or regulatory
authority.
F. Seller, and where applicable any shareholder, officer, director,
member or partner, are in violation of, or under investigation with respect
to, or have been charged with or given notice of, any violation of any
applicable law, statute, order, rule, regulation, policy or guideline
promulgated or judgment entered, by any federal, state or local court or
governmental authority relating to or affecting the Business, Seller or any of
Seller's assets.
G. As of the Closing Date there has not been, any materially adverse
change in the financial condition, assets, liabilities, business or property
of Seller, or with respect to its employees or customers, and Seller has no
knowledge of any fact or contemplated event which may, in the future, cause
any such materially adverse change. As of the date of Closing, the business
of the Seller has been, and will be, conducted only in the ordinary course.
H. Copies of all instruments, agreements and other documents which
have
been delivered or may be delivered to Buyer by Seller pursuant to or in
connection with this Agreement are and will be complete and correct as of the
date hereof and as of the Closing. Exhibits B and C, attached hereto and made
a part hereof, are lists of all contracts, leases, licenses and other
agreements relating to the Business. Seller is not in default and has not
received any notice of default under any such contract, lease, license or
other agreement or under any other obligation relating to the Business.
I. As of the date hereof there is, and on the Closing Date there will
be, no litigation at law or in equity, no proceeding before any commission or
other administrative or regulatory authority, and no dispute, claim or
controversy (including, without limitation, labor union strikes, elections,
arbitrations, grievances, complaints, or administrative actions) pending, or
to the knowledge of Seller threatened, against or affecting the business or
property of Seller or it right to carry on it business and enter into and
consummate the transactions contemplated by this Agreement.
J. There is no unfair labor practice complaint against Seller pending
before the National Labor Relations Board. There is no labor strike dispute,
slowdown or stoppage, or any union organizing campaign, pending, or to the
best of the knowledge of Seller, threatened against or involving Seller. No
labor agreements have been filed with Seller which has had, or may have, a
materially adverse effect on Seller's business. No collective bargaining
agreement is currently being negotiated with Seller.
K. Seller has not employed any broker or finder or incurred any
liability for any brokerage fees, commissions, finder fees or similar fees or
expenses, and no broker or finder has acted directly or indirectly for Seller
in connection with this Agreement or the transactions contemplated hereby.
L. On the date hereof Seller has, and on the Closing Seller shall have,
duly prepared and timely filed all local, state and federal tax returns
(including, without limitation, those which relate to FICA, withholding and
other payroll taxes) required to be filed by such dates, and paid all taxes,
penalties and interest with respect thereto. To the extent that any tax
liabilities have accrued but not become payable, the full amounts thereof have
been reflected as liabilities or reserved against on the Balance Sheet. After
the Closing, Seller shall duly prepare and timely file any and all local,
state and federal tax returns which pertain, in whole or in part, to the
period on or before the Closing, and pay all taxes, penalties and interest
with respect thereto.
M. On the date hereof, the properties and assets to be transferred
under
this Agreement are, and on the Closing they will be, in good condition and
repair.
N. Seller shall permit Buyer and its representatives at all reasonable
times during business hours and without interfering with the normal conduct of
the business of Seller, to examine and have full access to all of the
properties, books and records of Seller and to copy such books and records (at
Buyer's expense).
8. Representations and Warranties of Buyer. Buyer represents and warrants
to
and covenants with Seller (which representations and warranties shall survive
the Closing) as follows:
A. Buyer is a Corporation duly organized, validly existing and in good
standing under the laws of the State of Utah.
B. Buyer has full power and authority to execute and deliver the
Agreement and to consummate the transactions contemplated hereby. The
execution, delivery and consummation of this Agreement have been duly
authorized and approved by such directors of Buyer as required by, and in
accordance with, applicable laws and the instruments, agreements and documents
controlling Buyer's governance.
C. As of the date hereof there is, and as of the Closing there will not
be litigation at law or in equity, no proceeding before any commission or
other administrative or regulatory authority, and no dispute, claim or
controversy pending, or to the knowledge of Buyer threatened, against or
affecting the right of Buyer to enter into and consummate the transactions
contemplated by this Agreement.
D. Buyer has not employed any broker or finder or incurred any
liability for any brokerage fees, commissions, finder fees or similar fees or
expenses in connection with the transactions contemplated by this Agreement,
and no broker or finder has acted on Buyer's behalf.
9. Indemnification.
A. Seller indemnifies and holds harmless Buyer against any loss, damage
or expense (including, without limitation, taxes, penalties, interest and
reasonable attorney's fees) asserted against or suffered by Buyer arising out
of or resulting from (i) any breach of this Agreement by Seller; (ii) any
inaccuracy in the representations, warranties, and covenants made by Seller in
this Agreement, or in any certificate, schedule, exhibit or written instrument
delivered or to be delivered under this Agreement; and (iii) any liability,
obligation, demand, claim, action, or judgment, known or unknown, which may
already have arisen or which may hereafter arise, by reason of or in
connection with the operation of Seller's business prior to the Closing.
B. (i) Buyer shall promptly notify Seller of any claim or demand which
Buyer determines has given or could give rise to a right of indemnification
under this Agreement. Unless Seller give Buyer written notice that either
contests Buyer's right to indemnification for a claim or demand within thirty
(30) days of the date Buyer notifies them of such a claim or demand, Seller
shall be deemed to have acknowledged Buyer's right to indemnification for such
claim or demand pursuant to the provisions of this Agreement.
(ii) If any claim or demand relates to a claim or demand asserted by
a third party against Buyer, Seller shall have the duty, at Seller's expense,
to defend any such claim or demand. Buyer shall make available to Seller and
Seller's representatives all records and other materials reasonably required
by them for their use in contesting any such claim or demand. Buyer shall
have the right, but not the obligation, to employ separate counsel, and to
participate with Seller in the defense of any such claim or demand, but the
fees and expenses of such separate counsel shall be paid by Buyer. In not
event shall Buyer be obligated to defend any such claim or demand.
10. Conditions Precedent to the Obligations of Buyer. The obligations of
Buyer under this Agreement are subject to the following conditions precedent:
A. The representations, warranties and covenants made by Seller herein
to Buyer shall be true and correct in all material respects on and as of the
Closing Date with the same effect as if such representations, warranties and
covenants had been made on and as of date of the Closing, and Seller shall
have performed and complied with all agreements, covenants and conditions on
their part required to be performed and complied with on or prior to the
Closing.
B. The assets to be purchased by Buyer and the Business shall not have
been adversely affected in any material way (whether or not covered by
insurance) as a result of any fire, casualty, act of God or other force
majeure or any labor dispute or disturbances.
11. Conditions Precedent to the Obligations of Seller. The obligations of
Seller shall be subject to the condition precedent that all warranties,
representations, and covenants made by Buyer to Seller in this Agreement shall
be true and correct in all material respects on and as of the Closing with the
same effect as if such warranties, representations, and covenants had been
made on and as of the date of the Closing, and Buyer shall have performed or
complied with all agreements, covenants and conditions on its part required to
be performed or complied with on or prior to the Closing.
12. Covenants of Seller. Seller covenants with Buyer as follows:
During the two year period from and after the Closing, Seller shall
not directly or indirectly, or as a partner, shareholder, employee, manager
or otherwise, own, manage, operate, control, be employed by, participate in,
or otherwise be connected with any other business the same as or similar to
the Business. In the event any of the provisions of this Section shall be
determined to be invalid by reason of their scope or duration, this Section
shall be deemed modified to such extent as required to cure the invalidity.
In the event of a breach, or a threatened breach, of this covenant, Buyer
shall be entitled to obtain an injunction restraining the commencement or
continuance or the breach, as well as to any other legal or equitable remedies
permitted by law.
13. Consulting Agreement. At the Closing, Buyer and Seller (or a principal
of Seller) shall enter into a Consulting Agreement in the form and with the
content of the Consulting Agreement attach as Exhibit B.
14. Notices.
Any notice under this Agreement shall be effectively given upon deposit in the
United States mail, postage prepaid, or by recognized overnight delivery
service, and addressed as follows (or at such change of address given by one
party to the other in writing after the date hereof):
If to Buyer: ▇▇▇▇▇▇▇▇▇▇.▇▇▇, Inc., ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇
▇▇▇▇▇
If to Seller: ▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
15. Final Agreement.
This Agreement represents the full agreement between the parties and
supersedes any and all prior negotiations and understandings between them.
This Agreement may not be modified or amended except by a written instrument
executed by all of the parties.
15. Governing Law.
This Agreement shall be governed by and construed according to the laws of the
State of Utah.
16. Force Majeure.
Nonperformance of either party shall be excused to the extent that performance
is rendered impossible by strike, fire, flood, governmental acts, orders or
restrictions, or any other reason where failure to perform is beyond the
control and not caused by the negligence of the non-conforming party.
17. No Assignment.
The parties agree that neither party may assign or transfer any rights and
obligations under this Agreement, directly or indirectly except upon the prior
written consent of the other party. Subject to the foregoing, this Agreement
shall be binding upon and inure to the benefit of the parties hereto, their
successors and assigns.
18. Severability.
If any provision of this Agreement is held to be invalid by a court of
competent jurisdiction, then the remaining provisions shall nevertheless
remain in full force and effect.
19. Counterparts.
This Agreement may be executed in two or more counterparts, each of which
shall be deemed an original.
20. Headings.
Headings used in this Agreement are provided for convenience only and shall
not be used to construe meaning or intent.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the day and year first above written.
▇▇▇▇▇▇▇▇▇▇.▇▇▇, Inc.
By:/S/▇▇▇▇▇ ▇. ▇▇▇▇▇▇ /s/▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇
Chief Executive Officer
EXHIBIT A
Seller's Assets
All software relating to the Business, including but not limited to operating
and application software.
All domain names registered to the Business, including but not limited to
▇▇▇▇▇-▇▇▇▇▇.▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ and ▇▇▇▇▇-▇▇▇▇▇▇-▇▇▇▇▇▇.▇▇▇.
All e-mail lists and registered member information (approximately 5,000 e-mail
addresses).
Complete access including passwords to the Business web site.
Any information that is stored in the databases of the Business.
EXHIBIT B
Consulting Agreement
INDEPENDENT CONTRACTOR AGREEMENT
This Independent Contractor Agreement ("Agreement") is made and effective this
January 25, 2000, by and between ▇▇▇▇ ▇. ▇▇▇▇▇ ("Consultant") and
▇▇▇▇▇▇▇▇▇▇.▇▇▇, Inc., An Utah Corporation ("Company").
Now, therefore, Consultant and Company agree as follows:
1. Engagement.
Company hereby engages Consultant, and Consultant accepts engagement, to
provide to Company the following services:
Maintenance and upkeep of the ▇▇▇▇▇-▇▇▇▇▇.▇▇▇ web site.
2. Term.
Consultant shall provide services to Company pursuant to this Agreement for a
term commencing on January 25, 2000 and ending on January 25, 2001.
3. Place of Work.
Consultant shall render services primarily at Consultant's offices, but will,
upon request, provide the services at Company offices or such other places as
reasonably requested by Company as appropriate for the performance of
particular services.
4. Time.
Consultant's daily schedule and hours worked under this Agreement on a given
day shall generally be subject to Consultant's discretion, provided that
Consultant and Company anticipate that Consultant shall work on average 10
(ten) hours per week in the performance of services pursuant to this
Agreement. Company relies upon Consultant to devote sufficient time as is
reasonably necessary to fulfill the spirit and purpose of this Agreement.
5. Payment.
Company shall pay Consultant $1,000 per month for services performed pursuant
to this Agreement. Payment shall be made monthly. Consultant shall bear all
of Consultant's expenses incurred in the performance of this Agreement.
6. Covenant Not to Compete.
During the term of this Agreement and for a period of two years thereafter,
Consultant shall not directly or indirectly, either for his own account, or as
a partner, shareholder, officer, director, employee, agent or otherwise; own,
manage, operate, control, be employed by, participate in, consult with,
perform services for, or otherwise be connected with any business the same as
or similar to the business conducted by Company. In the event any of the
provisions of this Section 6 are determined to be invalid by reason of their
scope or duration, this Section 6 shall be deemed modified to the extent
required to cure the invalidity. In the event of a breach, or a threatened
breach, of this Section 6, Company shall be entitled to obtain an injunction
restraining the commitments or continuance of the breach, as well as any other
legal or equitable remedies permitted by law.
7. Confidentiality.
During the term of this Agreement, and thereafter for a period of two (2)
years, Consultant shall not, without the prior written consent of Company,
disclose to anyone any Confidential Information. "Confidential Information"
for the purposes of this Agreement shall include Company's proprietary and
confidential information such as, but not limited to, customer lists, business
plans, marketing plans, financial information, designs, drawing,
specifications, models, software, source codes and object codes. Confidential
Information shall not include any information that:
A. is disclosed by Company without restriction;
B. becomes publicly available through no act of Consultant;
C. is rightfully received by Consultant from a third party.
8. Termination.
A. This Agreement may be terminated by Company as follows:
i. If Consultant is unable to provide the consulting services by reason of
temporary or permanent illness, disability, incapacity or death.
ii. Breach or default of any obligation of Consultant pursuant to
Section 6, Covenant Not to Compete, or Section 7, Confidentiality, of
this Agreement.
iii. Breach or default by Consultant of any other material obligation
in this Agreement, which breach or default is not cured within five (5)
days of written notice from Company.
B. Consultant may terminate this Agreement as follows:
i. Breach or default of any material obligation of Company, which breach or
default is not cured within five (5) days of written notice from
Consultant.
ii. If Company files protection under the federal bankruptcy laws, or
any bankruptcy petition or petition for receiver is commenced by a third
party against Company, any of the foregoing of which remains undismissed
for a period of sixty (60) days.
9. Independent Contractor.
Consultant is and throughout this Agreement shall be an independent contractor
and not an employee, partner or agent of Company. Consultant shall not be
entitled to nor receive any benefit normally provided to Company's employees
such as, but not limited to, vacation payment, retirement, health care or sick
pay. Company shall not be responsible for withholding income or other taxes
from the payments made to Consultant. Consultant shall be solely responsible
for filing all returns and paying any income, social security or other tax
levied upon or determined with respect to the payments made to Consultant
pursuant to this Agreement.
10. Tools and Supplies.
Unless otherwise agreed to by Company in advance, Consultant shall be solely
responsible for procuring, paying for and maintaining any computer equipment,
software, paper, tools or supplies necessary or appropriate for the
performance of Consultant's services hereunder.
11. Controlling Law.
This Agreement shall be governed by and construed in accordance with the laws
of the State of Utah.
12. Headings.
The headings in this Agreement are inserted for convenience only and shall not
be used to define, limit or describe the scope of this Agreement or any of the
obligations herein.
13. Final Agreement.
This Agreement constitutes the final understanding and agreement between the
parties with respect to the subject matter hereof and supersedes all prior
negotiations, understandings and agreements between the parties, whether
written or oral. This Agreement may be amended, supplemented or changed only
by an agreement in writing signed by both of the parties.
14. Notices.
Any notice required to be given or otherwise given pursuant to this Agreement
shall be in writing and shall be hand delivered, mailed by certified mail,
return receipt requested or sent by recognized overnight courier service as
follows:
If to Consultant:
▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
If to Company:
▇▇▇▇▇▇▇▇▇▇.▇▇▇, Inc.
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇.
▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇
15. Severability.
If any term of this Agreement is held by a court of competent jurisdiction to
be invalid or unenforceable, then this Agreement, including all of the
remaining terms, will remain in full force and effect as if such invalid or
unenforceable term had never been included.
IN WITNESS WHEREOF, this Agreement has been executed by the parties as of the
date first above written.
▇▇▇▇▇▇▇▇▇▇.▇▇▇, Inc.
/S/▇▇▇▇ ▇. ▇▇▇▇▇ By:/s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Chief Executive Officer
Interwest Transfer Co.
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇▇▇▇▇ ▇▇.
P. O. ▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇.▇▇▇, Inc.
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇.
▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Re: Exchange of shares of ▇▇▇▇▇-▇▇▇▇▇.▇▇▇, ("Bella") in exchange
for shares of ▇▇▇▇▇▇▇▇▇▇.▇▇▇, Inc., a Utah corporation ("Craftclick
or "the Company")
Dear Ladies and Gentlemen:
Pursuant to that certain Agreement and Plan of Reorganization (the
"Agreement") between the undersigned, I acknowledge that I have approved this
exchange; that I am aware of all of the terms and conditions of the Agreement;
that I have received and personally reviewed a copy of any and all material
documents regarding the Company, including, but not limited to Articles of
Incorporation, Bylaws, minutes of meetings of directors and stockholders,
financial statements and the Company's Annual and Quarterly and Current
Reports filed with the Securities and Exchange Commission for the past twelve
months which can be reviewed in the ▇▇▇▇▇ Archives at ▇▇▇.▇▇▇.▇▇▇. I
represent and warrant that no director or officer of the Company or any
associate of either has solicited this exchange; that I am an "accredited
investor" as that term is known under the Rules and Regulations of the
Securities and Exchange Commission; and/or, I represent and warrant that I
have sufficient knowledge and experience to understand the nature of the
exchange and am fully capable of bearing the economic risk of the loss of my
entire cost basis. I hereby compromise and waive any claims I have or may
have against Bella under any federal or state securities laws, rules or
regulations or otherwise, or for any other reason whatsoever.
I understand that you have and will make books and records of your
Company available to me for my inspection in connection with the contemplated
exchange of my shares, and that I have been encouraged to review the
information and ask any questions I may have concerning the information of any
director or officer of the Company or of the legal and accounting firms for
the Company. I understand that the accounting firm for Craftclick is ▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇ & Assoc., ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, #▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇;
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇; and that legal counsel for Craftclick is ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇▇, Esq., ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇,
Telephone #▇▇▇-▇▇▇-▇▇▇▇.
I also understand that I must bear the economic risk of ownership
of any of the Craftclick shares for a long period of time, the minimum of
which will be one (1) year, as these shares are "unregistered" shares and may
not be sold unless any subsequent offer or sale is registered with the United
States Securities and Exchange Commission or otherwise exempt from the
registration requirements of the Securities Act of 1933, as amended (the
"Act"), or other applicable laws, rules and regulations.
I intend that you rely on all of my representations made herein
and those in the personal questionnaire (if applicable) I provided for use by
Craftclick as they are made to induce you to issue me the shares of
Craftclick under the Agreement, and I further represent (of my personal
knowledge or by virtue of my reliance on one or more personal
representatives), and agree as follows, to-wit:
1. That the shares being acquired are being received for
investment purposes and not with a view toward further distribution;
2. That I have a full and complete understanding of the phrase
"for investment purposes and not with a view toward further distribution";
3. That I understand the meaning of "unregistered shares" and
know that they are not freely tradeable;
4. That any stock certificate issued by you to me in connection
with the shares being acquired shall be imprinted with a legend restricting
the sale, assignment, hypothecation or other disposition unless it can be made
in accordance with applicable laws, rules and regulations;
5. I agree that the stock transfer records of your Company
shall reflect that I have requested the Company not to effect any transfer of
any stock certificate representing any of the shares being acquired unless I
shall first have obtained an opinion of legal counsel to the effect that the
shares may be sold in accordance with applicable laws, rules and regulations,
and I understand that any opinion must be from legal counsel satisfactory to
the Company and, regardless of any opinion, I understand that the exemption
covered by any opinion must in fact be applicable to the shares;
6. That I shall not sell, offer to sell, transfer, assign,
hypothecate or make any other disposition of any interest in the shares being
acquired except as may be pursuant to any applicable laws, rules and
regulations;
7. I fully understand that my shares which are being exchanged
for shares of the Company are "risk capital," and I am fully capable of
bearing the economic risks attendant to this investment, without
qualification; and
8. I also understand that without approval of counsel for
Craftclick, all shares of Craftclick to be issued and delivered to me shall be
represented by one stock certificate only and which such stock certificate
shall be imprinted with the following legend or a reasonable facsimile thereof
on the front and reverse sides thereof:
The shares of stock represented by this certificate
have not been registered under the Securities Act of
1933, as amended, and may not be sold or otherwise
transferred unless compliance with the registration
provisions of such Act has been made or unless
availability of an exemption from such registration
provisions has been established, or unless sold
pursuant to Rule 144 under the Act.
Any request for more than one stock certificate must be
accompanied by a letter signed by the requesting stockholder setting forth all
relevant facts relating to the request. Craftclick will attempt to
accommodate any stockholders' request where Craftclick views the request is
made for valid business or personal reasons so long as in the sole discretion
of Craftclick, the granting of the request will not facilitate a "public"
distribution of unregistered shares of common voting stock of Craftclick.
You are requested and instructed to issue a stock certificate as
follows, to-wit:
▇▇▇▇ ▇. ▇▇▇▇▇ 100,000
(Name(s) and Number of Shares)
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
(Address)
Racford, NC 28376
(City, State and Zip Code)
If joint tenancy with full rights of survivorship is
desired, put the initials JTRS after your names.
Dated this 26th day of January, 2000.
Very truly yours,
/s/▇▇▇▇ ▇. ▇▇▇▇▇
