STOCK EXCHANGE AGREEMENT
THIS EXCHANGE AGREEMENT (hereinafter referred to as this "Agreement"),
is entered into as of this 3rd day of January, 2002 by and among Xvariant,
Inc., a Nevada corporation (hereinafter referred to as "XVARIANT");
000Xxxxx.xxx, Inc., a Utah corporation (hereinafter referred to as
"360HOUSE"), and Xxxxx X. Xxxxx and Xxxx Xxxxx, being all of the shareholders
of 000Xxxxx.xxx, Inc.(hereinafter referred to as the "360HOUSE Shareholders"),
upon the following premises:
Premises
This Agreement provides for the acquisition by XVARIANT of all of the
issued and outstanding shares of the 360HOUSE Shareholders solely in exchange
for voting shares of XVARIANT, on the terms and conditions hereinafter
provided, all for the purpose of effecting a so-called "tax-free"
reorganization pursuant to Sections 368(a)(1)(B) of the Internal Revenue Code
of 1986, as amended, and the Parties agree that if modification of the terms
of this Agreement in a non-material manner to attain such qualification is
necessary, they will negotiate in good faith to make such required
modifications.
Pursuant to the terms of the agreement, as hereinafter set forth, among
other things, all of the outstanding and reserved securities of 360HOUSE will
be exchanged for shares of XVARIANT common stock, in reliance on applicable
exemptions from the registration requirements of the Securities Act and
Applicable Blue Sky laws, as hereinafter described
Agreement
NOW THEREFORE, on the stated premises and for and in consideration of
the mutual covenants and agreements hereinafter set forth and the mutual
benefits to the parties to be derived therefrom, it is hereby agreed as
follows:
ARTICLE I
REPRESENTATIONS, COVENANTS, AND WARRANTIES OF 360HOUSE
As an inducement to, and to obtain the reliance of XVARIANT, 360HOUSE
and the 360House Shareholders represent and warrant as follows:
Section 1.01 Organization. 360HOUSE is a corporation duly organized,
validly existing, and in good standing under the laws of the state of Utah.
360HOUSE has the corporate power and is duly authorized, qualified,
franchised, and licensed under all applicable laws, regulations, ordinances,
and orders of public authorities to own all of its properties and assets and
to carry on its business in all material respects as it is now being
conducted, including qualification to do business as a foreign corporation in
the states in which the character and location of the assets owned by it or
the nature of the business transacted by it requires qualification. Included
in the 360HOUSE Schedules (as hereinafter defined) are complete and correct
copies of the articles of incorporation, as amended, and bylaws of 360HOUSE as
in effect on the date hereof.
Section 1.02 Capitalization. The authorized capitalization of 360HOUSE
consists of 50,000 shares of common stock, no par value per share, of which
1,000 shares are currently issued and outstanding. All issued and outstanding
shares are legally issued, fully paid, and non-assessable and not issued in
violation of the pre-emptive or other rights of any person.
Section 1.03 Subsidiaries and Predecessor Corporations. 360HOUSE has
no subsidiaries.
Section 1.04 Financial Statements.
(a) Included in the 360HOUSE Schedules is the unaudited balance
sheet of 360HOUSE at September 30, 2001 together with an unaudited statement
of operations from inception (January 1, 2001) through September 30, 2001.
(b) All such financial statements have been prepared to the best
ability of 360House and its Management believes the statements present fairly
as of its date the financial condition of 360HOUSE. 360HOUSE did not have,
as of the date of such balance sheet, except as and to the extent reflected or
reserved against therein, any liabilities or obligations (absolute or
contingent) which should be reflected in a balance sheet
(c) 360HOUSE has not filed any income tax returns, but will file
all state, federal, and local income tax returns required to be filed by it
from inception to the date hereof.
(d) Except as set forth on Schedule 1.04(d) 360HOUSE does not owe
any unpaid federal, state, county, local, or other taxes (including any
deficiencies, interest, or penalties) through September 30, 2001 for which
360HOUSE may be liable in its own right or as a transferee of the assets of,
or as a successor to, any other corporation or entity.
(e) The books and records, financial and otherwise, of 360HOUSE are
in all material respects complete and correct and have been maintained to the
best of the abilities of 360House.
(f) 360HOUSE has good and marketable title to its assets and,
except as set forth in the 360HOUSE Schedules or the financial statements of
360HOUSE or the notes thereto, has no material contingent liabilities, direct
or indirect, matured or unmatured.
Section 1.05 Information. The information concerning 360HOUSE set
forth in this Agreement and in the 360HOUSE Schedules is complete and accurate
in all material respects and does not contain any untrue statement of a
material fact or omit to state a material fact required to make the statements
made, in light of the circumstances under which they were made, not
misleading.
Section 1.06 Options or Warrants. There are no existing options,
warrants, calls, or commitments of any character relating to the authorized
and unissued 360HOUSE common stock, except options, warrants, calls or
commitments, if any, to which 360HOUSE is not a party and by which it is not
bound.
Section 1.07 Absence of Certain Changes or Events. Except as set forth
in this Agreement or the 360HOUSE Schedules, since September 30, 2001:
(a) there has not been (i) any material adverse change in the
business, operations, properties, assets, or condition of 360HOUSE; or (ii)
any damage, destruction, or loss to 360HOUSE (whether or not covered by
insurance) materially and adversely affecting the business, operations,
properties, assets, or condition of 360HOUSE;
(b) 360HOUSE has not (i) amended its certificate of incorporation
or bylaws; (ii) declared or made, or agreed to declare or make, any payment of
dividends or distributions of any assets of any kind whatsoever to
stockholders or purchased or redeemed, or agreed to purchase or redeem, any of
its capital stock; (iii) waived any rights of value which in the aggregate are
extraordinary or material considering the business of 360HOUSE; (iv) made any
material change in its method of management, operation, or accounting; (v)
entered into any other material transaction; (vi) made any accrual or
arrangement for payment of bonuses or special compensation of any kind or any
severance or termination pay to any present or former officer or employee;
(vii) increased the rate of compensation payable or to become payable by it to
any of its officers or directors or any of its employees whose monthly
compensation exceeds $1,000; or (viii) made any increase in any profit
sharing, bonus, deferred compensation, insurance, pension, retirement, or
other employee benefit plan, payment, or arrangement made to, for, or with its
officers, directors, or employees;
(c) 360HOUSE has not (i) borrowed or agreed to borrow any funds or
incurred, or become subject to, any material obligation or liability (absolute
or contingent) except liabilities incurred in the ordinary course of business;
(ii) paid any material obligation or liability (absolute or contingent) other
than current liabilities reflected in or shown on the most recent 360HOUSE
balance sheet, and current liabilities incurred since that date in the
ordinary course of business; (iii) sold or transferred, or agreed to sell or
transfer, any of its assets, properties, or rights (except assets, properties,
or rights not used or useful in its business which, in the aggregate have a
value of less than $1,000), or cancelled, or agreed to cancel, any debts or
claims (except debts or claims which in the aggregate are of a value of less
than $1,000); (iv) made or permitted any amendment or termination of any
contract, agreement, or license to which it is a party if such amendment or
termination is material, considering the business of 360HOUSE; or (v) issued,
delivered, or agreed to issue or deliver any stock, bonds or other corporate
securities including debentures (whether authorized and unissued or held as
treasury stock); and
(d) Except as set forth on Schedule 1.04(d) to the best knowledge
of Management, 360HOUSE has not become subject to any law or regulation which
materially and adversely affects, or in the future may adversely affect, the
business, operations, properties, assets, or condition of 360HOUSE.
Section 1.08 Title and Related Matters. Except as set forth on
schedule1.08, 360HOUSE has good and marketable title to all of its properties,
inventory, interests in properties, and assets, real and personal, which are
reflected in the most recent 360HOUSE balance sheet or acquired after that
date (except properties, interests in properties, and assets sold or otherwise
disposed of since such date in the ordinary course of business), free and
clear of all liens, pledges, charges, or encumbrances except (a) statutory
liens or claims not yet delinquent; (b) such imperfections of title and
easements as do not and will not materially detract from or interfere with the
present or proposed use of the properties subject thereto or affected thereby
or otherwise materially impair present business operations on such properties;
and (c) as described in the 360HOUSE Schedules. Except as set forth in the
360HOUSE Schedules, 360HOUSE owns, free and clear of any liens, claims,
encumbrances, royalty interests, or other restrictions or limitations of any
nature whatsoever, any and all products it is currently manufacturing,
including the underlying technology and data, and all procedures, techniques,
marketing plans, business plans, methods of management, or other information
utilized in connection with 360HOUSE s business. Except as set forth in the
360HOUSE Schedules, no third party has any right to, and 360HOUSE has not
received any notice of infringement of or conflict with asserted rights of
others with respect to any product, technology, data, trade secrets, know-how,
proprietary techniques, trademarks, service marks, trade names, or copyrights
which, singly or in the aggregate, if the subject of an unfavorable decision,
ruling, or finding, would have a materially adverse affect on the business,
operations, financial condition, income, or business prospects of 360HOUSE or
any material portion of its properties, assets, or rights.
Section 1.09 Litigation and Proceedings. Except as set forth in the
360HOUSE Schedules, there are no actions, suits, proceedings, or
investigations pending or, to the knowledge of 360HOUSE after reasonable
investigation, threatened by or against 360HOUSE or affecting 360HOUSE or its
properties, at law or in equity, before any court or other governmental agency
or instrumentality, domestic or foreign, or before any arbitrator of any kind.
360HOUSE does not have any knowledge of any default on its part with respect
to any judgment, order, writ, injunction, decree, award, rule, or regulation
of any court, arbitrator, or governmental agency or instrumentality or of any
circumstances which, after reasonable investigation, would result in the
discovery of such a default.
Section 1.10 Contracts.
(a) Except as included or described in the 360HOUSE Schedules,
there are no material contracts, agreements, franchises, license agreements,
or other commitments to which 360HOUSE is a party or by which it or any of
its assets, products, technology, or properties are bound;
(b) All contracts, agreements, franchises, license agreements, and
other commitments to which 360HOUSE is a party or by which its properties are
bound and which are material to the operations of 360HOUSE taken as a whole
are valid and enforceable by 360HOUSE in all respects, except as limited by
bankruptcy and insolvency laws and by other laws affecting the rights of
creditors generally;
(c) 360HOUSE is not a party to or bound by, and the properties of
360HOUSE are not subject to, any contract, agreement, other commitment or
instrument; any charter or other corporate restriction; or any judgment,
order, writ, injunction, decree, or award which materially and adversely
affects, or in the future may (as far as 360HOUSE can now foresee) materially
and adversely affect, the business, operations, properties, assets, or
condition of 360HOUSE; and,
(d) Except as included or described in the 360HOUSE Schedules or
reflected in the most recent 360HOUSE balance sheet, 360HOUSE is not a party
to any oral or written (i) contract for the employment of any officer or
employee which is not terminable on 30 days or less notice; (ii) profit
sharing, bonus, deferred compensation, stock option, severance pay, pension
benefit or retirement plan, agreement, or arrangement covered by Title IV of
the Employee Retirement Income Security Act, as amended; (iii) agreement,
contract, or indenture relating to the borrowing of money; (iv) guaranty of
any obligation, other than one on which 360HOUSE is a primary obligor, for the
borrowing of money or otherwise, excluding endorsements made for collection
and other guaranties of obligations, which, in the aggregate do not exceed
more than one year or providing for payments in excess of $1,000 in the
aggregate; (vi) collective bargaining agreement; (vii) agreement with any
present or former officer or director of 360HOUSE; or (viii) contract,
agreement, or other commitment involving payments by it of more than $1,000 in
the aggregate.
Section 1.11 Material Contract Defaults. 360HOUSE is not in default in
any material respect under the terms of any outstanding contract, agreement,
lease, or other commitment which is material to the business, operations,
properties, assets, or condition of 360HOUSE and there is no event of default
in any material respect under any such contract, agreement, lease, or other
commitment in respect of which 360HOUSE has not taken adequate steps to
prevent such a default from occurring.
Section 1.12 No Conflict With Other Instruments. The execution of this
Agreement and the consummation of the transactions contemplated by this
Agreement will not result in the breach of any term or provision of, or
constitute an event of default under, any material indenture, mortgage, deed
of trust, or other material contract, agreement, or instrument to which
360HOUSE is a party or to which any of its properties or operations are
subject.
Section 1.13 Governmental Authorizations. 360House does not currently
have an effective business license. 360HOUSE has all other licenses,
franchises, permits, and other governmental authorizations that are legally
required to enable it to conduct its business in all material respects as
conducted on the date hereof. Except for compliance with federal and state
securities and corporation laws, as hereinafter provided, no authorization,
approval, consent, or order of, or registration, declaration, or filing with,
any court or other governmental body is required in connection with the
execution and delivery by 360HOUSE of this Agreement and the consummation by
360HOUSE of the transactions contemplated hereby.
Section 1.14 Compliance With Laws and Regulations. Except as set forth
in the 360HOUSE Schedules, 360HOUSE has complied with all applicable statutes
and regulations of any federal, state, or other governmental entity or agency
thereof, except to the extent that noncompliance would not materially and
adversely affect the business, operations, properties, assets, or condition of
360HOUSE or except to the extent that noncompliance would not result in the
incurrence of any material liability for 360HOUSE.
Section 1.15 Insurance. 360HOUSE does not have any insurance.
Section 1.16 Approval of Agreement. The board of directors of 360HOUSE
has authorized the execution and delivery of this Agreement by 360HOUSE, has
approved the transactions contemplated hereby.
Section 1.17 Material Transactions or Affiliations. Set forth in the
360HOUSE Schedules is a description of every material contract, agreement, or
arrangement between 360HOUSE and any predecessor and any person who was at the
time of such contract, agreement, or arrangement an officer, director, or
person owning of record, or known by 360HOUSE to own beneficially, five
percent (5%) or more of the issued and outstanding common stock of 360HOUSE
and which is to be performed in whole or in part after the date hereof or
which was entered into not more than three years prior to the date hereof. In
all of such transactions, the amount paid or received, whether in cash, in
services, or in kind, is, had been during the full term thereof, and is
required to be during the unexpired portion of the term thereof, no less
favorable to 360HOUSE than terms available from otherwise unrelated parties in
arm's length transactions. Except as disclosed in the 360HOUSE Schedules or
otherwise disclosed herein, no officer, director, or five percent (5%)
shareholder of 360HOUSE has, or has had since inception of 360HOUSE, any
interest, direct or indirect, in any material transaction with 360HOUSE.
There are no commitments by 360HOUSE, whether written or oral, to lend any
funds to, borrow any money from, or enter into any other material transaction
with, any such affiliated person.
Section 1.18 Labor Relations. 360HOUSE has not had a work stoppage
resulting from labor problems. To the knowledge of 360HOUSE, no union or
other collective bargaining organization is organizing or attempting to
organize any employee of 360HOUSE.
Section 1.19 360HOUSE Schedules. 360HOUSE has delivered to XVARIANT the
following schedules, which are collectively referred to as the "360HOUSE
Schedules" and which consist of separate schedules dated as of the date of
execution of this Agreement and instruments and data as of such date, all
certified by the chief executive officer of 360HOUSE as complete, true, and
correct:
(a) a schedule containing complete and correct copies of the
certificate of incorporation, as amended, and bylaws of 360HOUSE in effect as
of the date of this Agreement;
(b) a schedule containing the financial statements of 360HOUSE
identified in paragraph 1.04(c);
(c) a certificate indicating that tax returns are not yet filed,
but will be.
(d) a schedule containing a list indicating the name and address of
each shareholder of 360HOUSE together with the number of shares owned by him
or her;
(e) a schedule containing a description of all real property owned
by 360HOUSE, together with a description of every mortgage, deed of trust,
pledge, lien, agreement, encumbrance, claim, or equity interest of any nature
whatsoever in such real property;
(f) a schedule containing true and correct copies of all contracts,
agreements, or other instruments to which 360HOUSE is a party or by which it
or its properties are bound, together with a description of all contracts,
leases, agreements, and other instruments, whether or not deemed material,
including oral agreements, to which 360HOUSE is party or by which it or its
properties are bound, specifically including all contracts, agreements, or
arrangements referred to in section 1.17;
(g) Except for the business license to be applied for, copies of
all licenses, permits, and other governmental authorizations (or requests or
applications therefor) pursuant to which 360HOUSE carries on or proposes to
carry on its business (except those which, in the aggregate, are immaterial to
the present or proposed business of 360HOUSE);
(h) a schedule listing the accounts receivable and notes and other
obligations receivable of 360HOUSE as of November 30, 2001, or that arose
thereafter other than in the ordinary course of business of 360HOUSE,
indicating the debtor and amount, and classifying the accounts to show in
reasonable detail the length of time, if any, overdue, and stating the nature
and amount of any refunds, set offs, reimbursements, discounts, or other
adjustments which are in the aggregate material and due to or claimed by such
creditor;
(i) a schedule listing the accounts payable and notes and other
obligations payable by 360HOUSE as of November 30, 2001 or that arose
thereafter other than in the ordinary course of the business of 360HOUSE,
indicating the creditor and amount, classifying the accounts to show in
reasonable detail the length of time, if any, overdue, and stating the nature
and amount of any refunds, setoffs, reimbursements, discounts, or other
adjustments, which in the aggregate are material and due or payable to
360HOUSE respecting such obligations;
(j) a schedule setting forth a description of any material adverse
change in the business, operations, property, inventory, assets, or condition
of 360HOUSE since September 30, 2001, required to be provided pursuant to
section 1.07 hereof;
(k) a schedule containing a copy of the board of directors' and
shareholders' minutes of 360HOUSE since inception; and
(l) a schedule setting forth any other information, together with
any required copies of documents, required to be disclosed in the 360HOUSE
Schedules by sections 1.01 through 1.18.
ARTICLE II
REPRESENTATIONS, COVENANTS, AND WARRANTIES
OF 360HOUSE SHAREHOLDERS
As an inducement to, and to obtain reliance of XVARIANT, the 360HOUSE
Shareholders represent and warrant as follows:
Section 2.01 Ownership of 360HOUSE Shares.
(a) Each 360HOUSE shareholder hereby represents and warrants with
respect to itself that it is the legal and beneficial owner of the number of
common shares set forth opposite its name at the foot of this agreement, free
and clear of any claims, charges, equities, liens, security interests, and
encumbrances whatsoever, and each such shareholder has full right, power, and
authority to transfer, assign, convey, and deliver its 360HOUSE shares; and
delivery of such shares at the closing will convey to XVARIANT good and
marketable title to such shares free and clear of any claims, charges,
equities, liens, security interests, and encumbrances whatsoever, except as
set forth herein.
(b) Each Shareholder further warrants and certifies by affixing his
signature to this Agreement, that he is an "Accredited Investor" within the
meaning of that term as defined in Regulation D of the Securities Act of 1933.
(c) Each of 360HOUSE's Selling Shareholders has been advised that:
(1) The securities to be issued by XVARIANT in exchange for
360HOUSE's Securities and as executive compensation have not been registered
under the Securities Act, the Exchange Act or any comparable state securities
laws, but rather, are being issued in reliance on the exemption from
registration under the Securities Act provided by Section 4(y) thereof.
(2) All certificates for the shares of XVARIANT's common stock
will bear legends restricting any transactions therein, directly or
indirectly, unless they are first registered under applicable federal and
state securities laws or the proposed transaction is exempt from such
registration requirements, and if such facts are demonstrated to the
satisfaction of XVARIANT and its legal counsel, based on such third party
legal opinions, affidavits, and transfer agency procedures as XVARIANT will
reasonably require or have in place generally Xvariant will not unreasonably
withhold its consent to such registration;
(3) XVARIANT's transfer agent has been instructed to decline
transfers of certificates for the shares of XVARIANT's common stock to be
issued pursuant to this Agreement unless the foregoing requirements have been
met and have been confirmed as having been met by a duly authorized officer of
XVARIANT.
(d) Each of 360HOUSE's Shareholders has independently determined
through his, her or its own legal counsel, that all requirements of 360HOUSE's
state of domicile for the issuance of the shares of XVARIANT's common stock
called for by this Agreement have been met, or will have been met, prior to
Closing.
Section 2.02 Knowledge of Representations. To their best knowledge and
belief, the representations of 360HOUSE in Article I, above, are true,
accurate and complete.
ARTICLE III
REPRESENTATIONS, COVENANTS, AND WARRANTIES OF XVARIANT
As an inducement to, and to obtain the reliance of 360HOUSE and the
360HOUSE Shareholders, XVARIANT represents and warrants as follows:
Section 3.01 Organization. XVARIANT is a corporation duly organized,
validly existing, and in good standing under the laws of the state of Nevada,
and has the corporate power and is duly authorized, qualified, franchised, and
licensed under all applicable laws, regulations, ordinances, and orders of
public authorities to own all of its properties and assets and to carry on its
business in all material respects as it is now being conducted, and there is
no jurisdiction in which it is not qualified in which the character and
location of the assets owned by it or the nature of the business transacted by
it requires qualification. Included in the Schedules (as hereinafter defined)
are complete and correct copies of the articles of incorporation and XVARIANT
bylaws of XVARIANT as in effect on the date hereof. The execution and
delivery of this Agreement does not, and the consummation of the transactions
contemplated hereby will not, violate any provision of XVARIANT's articles of
incorporation or bylaws. XVARIANT has taken all action required by law, its
articles of incorporation, its bylaws, or otherwise to authorize the execution
and delivery of this Agreement, and XVARIANT has full power, authority, and
legal right and has taken all action required by law, its articles of
incorporation, bylaws, or otherwise to consummate the transactions herein
contemplated.
Section 3.02 Capitalization. XVARIANT authorized capitalization
consists of 50,000,000 shares of common stock, par value $.001, of which
16,271,100 shares are issued and outstanding. All issued and outstanding
shares are legally issued, fully paid, and non-assessable and not issued in
violation of the pre-emptive or other rights of any person.
Section 3.03 Subsidiaries. XVARIANT has one wholly owned subsidiary,
Real Estate Federation, Inc., a Utah corporation.
Section 3.04 Financial Statements.
(a) Included in the XVARIANT Schedules are the audited balance
sheets of XVARIANT as of December 31, 2000, and 1999, and the related audited
statements of operations, stockholders' equity, and changes in financial
position for the two fiscal years ended December 31, 2000, together with the
notes to such statements and the opinion of Xxxxxxxxx, Xxxxx & Xxxxx, P.C.,
independent certified public accountants, with respect thereto; the unaudited
balance sheets of XVARIANT as of September 30, 2001, and the related
unaudited statements of operations, stockholders' equity, and changes in
financial position for the twelve-month period ended December 31, 2001.
(b) All such financial statements have been prepared in accordance
with generally accepted accounting principles consistently applied throughout
the periods involved. The XVARIANT balance sheets present fairly as of their
respective dates the financial condition of XVARIANT. XVARIANT did not have
as of the date of any such XVARIANT balance sheet, except as and to the extent
reflected or reserved against therein, any liabilities or obligations
(absolute or contingent) which should be reflected in a balance sheet or the
notes thereto prepared in accordance with generally accepted accounting
principles, and all assets reflected therein are properly reported and present
fairly the value of the assets of XVARIANT, in accordance with generally
accepted accounting principles. The statements of operations, stockholders'
equity, and changes in financial position reflect fairly the information
required to be set forth therein by generally accepted accounting principles.
(c) XVARIANT has no liabilities with respect to the payment of any
federal, state, county, local, or other taxes (including any deficiencies,
interest, or penalties), except for taxes accrued but not yet due and payable.
(d) XVARIANT has filed all state, federal, or local income tax
returns required to be filed by it from inception to the date hereof.
Included in the XVARIANT Schedules are true and correct copies of the federal
income tax returns of XVARIANT filed since the date of inception. None of
such federal income tax returns have been examined by the Internal Revenue
Service. Each of such income tax returns reflects the taxes due for the
period covered thereby, except for amounts which, in the aggregate, are
immaterial.
(e) The books and records, financial and otherwise, of XVARIANT are
in all material respects complete and correct and have been maintained in
accordance with good business and accounting practices.
(f) XVARIANT has good and marketable title to its assets and,
except as set forth in the XVARIANT Schedules or the Financial Statements of
XVARIANT or the notes thereto, has no material contingent liabilities, direct
or indirect, matured or unmatured.
Section 3.05 Information. The information concerning XVARIANT set
forth in this Agreement and the XVARIANT Schedules is complete and accurate in
all material respects and does not contain any untrue statement of a material
fact or omit to state a material fact required to make the statements made, in
light of the circumstances under which they were made, not misleading.
Section 3.06 Options or Warrants. Except as set forth on Schedule
3.06, there are no existing options, warrants, calls, or commitments of any
character relating to authorized and unissued stock of XVARIANT, except
options, warrants, calls, or commitments, if any, to which XVARIANT is not a
party and by which it is not bound.
Section 3.07 Absence of Certain Changes or Events. Except as described
herein or in the XVARIANT Schedules, since the date of the most recent
XVARIANT balance sheet:
(a) there has not been (i) any material adverse change in the
business, operations, properties, assets, or condition of XVARIANT (whether or
not covered by insurance) materially and adversely affecting the business,
operations, properties, assets, or condition of XVARIANT;
(b) XVARIANT has not (i) amended its articles of incorporation or
bylaws; (ii) declared or made, or agreed to declare or make any payment of
dividends or distributions of any assets of any kind whatsoever to
stockholders or purchased or redeemed, or agreed to purchase or redeem, any of
its capital stock; (iii) waived any rights of value which in the aggregate are
extraordinary or material considering the business of XVARIANT; (iv) made any
material change in its method of management, operation, or accounting; (v)
entered into any other material transactions; (vi) made any accrual or
arrangement for or payment of bonuses or special compensation of any kind or
any severance or termination pay to any present or former officer or employee;
(vii) increased the rate of compensation payable or to become payable by it to
any of its officers or directors or any of its employees whose monthly
compensation exceeds $1,000; or (viii) made any increase in any profit
sharing, bonus, deferred compensation, insurance, pension, retirement, or
other employee benefit plan, payment, or arrangement, made to, for, or with
its officers, directors, or employees;
(c) XVARIANT has not (i) granted or agreed to grant any options,
warrants, or other rights for its stocks, bonds, or other corporate securities
calling for the issuance thereof; (ii) borrowed or agreed to borrow any funds
or incurred, or become subject to, any material obligation or liability
(absolute or contingent) except liabilities incurred in the ordinary course of
business; (iii) paid or agreed to pay any material obligation or liability
(absolute or contingent) other than current liabilities reflected in or shown
on the most recent XVARIANT balance sheet and current liabilities incurred
since that date in the ordinary course of business and professional and other
fees and expenses incurred in connection with the preparation of this
Agreement and the consummation of the transactions contemplated hereby; (iv)
sold or transferred, or agreed to sell or transfer, any of its assets,
property, or rights (except assets, property, or rights not used or useful in
its business which, in the aggregate have a value of less than $1,000), or
cancelled, or agreed to cancel, any debts or claims (except debts or claims
which in the aggregate are of a value of less than $1,000); (v) made or
permitted any amendment or termination of any contract, agreement, or license
to which it is a party if such amendment or termination is material,
considering the business of XVARIANT; or (vi) issued, delivered, or agreed to
issue or deliver any stock, bonds, or other corporate securities including
debentures (whether authorized and unissued or held as treasury stock), except
in connection with this Agreement; and
(d) to the best knowledge of XVARIANT, it has not become subject to
any law or regulation which materially and adversely affects, or in the future
may adversely affect, the business, operations, properties, assets, or
condition of XVARIANT.
Section 3.08 Title and Related Matters. XVARIANT has good and
marketable title to all of its properties, interest in properties, and assets,
real and personal, which are reflected in the XVARIANT balance sheet or
acquired after that date (except properties, interest in properties, and
assets sold or otherwise disposed of since such date in the ordinary course of
business), free and clear of all liens, pledges, charges, or encumbrances
except (a) statutory liens or claims not yet delinquent; (b) such
imperfections of title and easements as do not and will not materially detract
from or interfere with the present or proposed use of the properties subject
thereto or affected thereby or otherwise materially impair present business
operations on such properties; and (c) as described in the XVARIANT Schedules.
Section 3.09 Litigation and Proceedings. There are no actions, suits,
or proceedings pending or, to the knowledge of XVARIANT, threatened by or
against or affecting XVARIANT, at law or in equity, before any court or other
governmental agency or instrumentality, domestic or foreign, or before any
arbitrator of any kind. XVARIANT does not have any knowledge of any default
on its part with respect to any judgment, order, writs, injunction, decree,
award, rule, or regulation of any court, arbitrator, or governmental agency or
instrumentality.
Section 3.10 Contracts. Except for contracts entered into in the
ordinary course of business, XVARIANT and its subsidiary are not parties to
any material contract, agreement, or other commitment.
Section 3.11 No Conflict With Other Instruments. The consummation of
the transactions contemplated by this Agreement will not result in the breach
of any term or provision of, or constitute a default under, any indenture,
mortgage, deed of trust, or other material agreement or instrument to which
XVARIANT is a party or to which it or any of its assets or operations are
subject.
Section 3.12 Governmental Authorizations. XVARIANT has all licenses,
franchises, permits, and other government authorizations, that are legally
required to enable it to conduct its business operations in all material
respects as conducted on the date hereof. Except for compliance with federal
and state securities or corporation laws, as hereinafter provided, no
authorization, approval, consent, or order of, or registration, declaration,
or filing with, any court or other governmental body is required in connection
with the execution and delivery by XVARIANT of this Agreement and the
consummation by XVARIANT of the transactions contemplated hereby.
Section 3.13 Compliance With Laws and Regulations. To the best of its
knowledge, XVARIANT has complied with all applicable statutes and regulations
of any federal, state, or other applicable governmental entity or agency
thereof, except to the extent that noncompliance would not materially and
adversely affect the business, operations, properties, assets, or conditions
of XVARIANT or except to the extent that noncompliance would not result in the
incurrence of any material liability. This compliance includes, but is not
limited to, the filing of all reports to date with federal and state
securities authorities in connection with XVARIANT s filing, approval and
completion of its recent offering of securities pursuant to Rule 504 of
Regulation C and subsequent reports required by the U.S. Securities and
Exchange Commission.
Section 3.14 Insurance. XVARIANT owns no insurable properties and
carries no casualty or liability insurance.
Section 3.15 Approval of Agreement. The board of directors of
XVARIANT has authorized the execution and delivery of this Agreement by
XVARIANT and has approved this Agreement and the transactions contemplated
hereby.
Section 3.16 Material Transactions of Affiliations. Except as
disclosed herein and in the XVARIANT Schedules, there exists no material
contract, agreement, or arrangement between XVARIANT and any person who was at
the time of such contract, agreement, or arrangement an officer, director, or
person owning of record or known by XVARIANT to own beneficially, 5% or more
of the issued and outstanding common stock of XVARIANT and which is to be
performed in whole or in part after the date hereof or was entered into not
more than three years prior to the date hereof. Neither any officer,
director, nor 5% shareholder of XVARIANT has, or has had during the last
preceding full fiscal year, any known interest in any material transaction
with XVARIANT which was material to the business of XVARIANT. XVARIANT has no
commitment, whether written or oral, to lend any funds to, borrow any money
from, or enter into any other material transaction with any such affiliated
person.
Section 3.17 Employment Matters. XVARIANT has no employees other than
its executive officer.
Section 3.18 XVARIANT Schedules. XVARIANT has delivered to 360HOUSE the
following schedules, which are collectively referred to as the "XVARIANT
Schedules," which are dated the date of this Agreement, all certified by an
officer to be complete, true, and accurate:
(a) a schedule containing complete and accurate copies of the
articles of incorporation and bylaws of XVARIANT as in effect as of the date
of this Agreement;
(b) a schedule containing all reports of XVARIANT filed with the
U.S. Securities and Exchange Commission;
(c) a schedule containing a copy of the federal income tax returns
of XVARIANT identified in paragraph 3.04(d);
(d) a schedule containing XVARIANT audited financial statements.
(e) a schedule setting forth all material contracts.
(f) a schedule setting forth any options, warrants or commitments.
(g) a schedule setting forth the description of any material
adverse change in the business, operations, property, assets, or condition of
XVARIANT since December 31, 2000, required to be provided pursuant to section
3.07 hereof; and
(h) a schedule of all XVARIANT accounts receivable and payable.
(i) a schedule and copies of all XVARIANT board minutes and/or
actions.
(j) a schedule setting forth any other information, together with
any required copies of documents, required to be disclosed in the XVARIANT
Schedules by sections 3.01 through 3.18.
ARTICLE IV
CONSIDERATION AND PLAN OF EXCHANGE
Section 4.01 The Exchange. On the terms and subject to the
conditions set forth in this Agreement, on the Closing Date (as defined in
Section 4.06), each of the 360HOUSE Shareholders hereby agrees to assign,
transfer, and deliver to XVARIANT, free and clear of all liens, pledges,
encumbrances, charges, restrictions, or known claims of any kind, nature, or
description, except as provided for herein the number of shares of common
stock of 360HOUSE set after his signature at the foot of this Agreement, in
the aggregate constituting all of the issued and outstanding shares of common
stock of 360HOUSE, or 1,000 shares, and XVARIANT agrees to acquire such shares
on such date by issuing and delivering in exchange therefor solely shares of
XVARIANT restricted common stock, par value $0.001. XVARIANT shall issue
1,000,000 shares of XVARIANT common stock at the Closing ("Initial Issuance
Shares") . In addition the 360HOUSE Shareholders may be entitled to
additional shares of XVARIANT common stock based on financial performance of
360HOUSE as described in Section 4.02.
At the Closing, each of the 360HOUSE Shareholders shall, on surrender of
his certificate or certificates representing such 360HOUSE shares to the
registrar and transfer agent, receive a certificate or certificates evidencing
shares of the exchanged XVARIANT Stock as provided herein. Upon the
consummation of the transaction contemplated herein, shares of capital stock
of XVARIANT shall be held by 360HOUSE Shareholders. Following the Share
acquisition and exchange, the effect of the Exchange will be that 360HOUSE
will have become a wholly owned subsidiary of XVARIANT and that 360HOUSE
Shareholders will have become Shareholders of XVARIANT at the Closing, with no
further rights, title or interest in 360HOUSE stock, other than indirectly as
shareholders of XVARIANT and as may be set forth hereafter.
Provided, further, the 360House Shareholders shall remain as the sole
officers and directors of 360House and Xvariant covenants and agrees that it
shall take no action to remove such directors of 360House until April 30, 2004
and that until April 30, 2004, Xvariant further covenants and agrees not to
sell or dispose of in any manner the stock of 360House received hereunder
without the express written consent of the 360House Shareholders.
Section 4.02 Earn Out Shares. The 360HOUSE Shareholders shall have
the right to earn additional shares of XVARIANT common stock based on the
financial performance of 360HOUSE. For purposes of calculating the number of
Earn Out Shares, a value of the 360HOUSE business shall be established
("Value"). The Value shall be the greater of an amount equal to six times the
360HOUSE Earnings before Interest, Taxes, Amortization, and Depreciation
("EBITDA") computed according to Generally Accepted Accounting Principles,
consistently applied, for the twelve month period commencing January 1, 2003
and ending December 31, 2003 or the amount determined by a mutually agreed
upon independent consultant to be the fair market value for 360HOUSE as a
stand alone entity. Either party to this Agreement may demand the independent
valuation and the party demanding the valuation shall bear the costs of the
valuation. The share price of XVARIANT common stock to be issued as Earn Out
Shares (the "Trading Price") used to calculate the number of Earn Out Shares
to be issued shall be the average bid price of XVARIANT stock for the 30
trading days immediately prior to December 31, 2003 ("Valuation Date"). The
number of Earn Out shares to be issued shall be computed by dividing the Value
by the Trading Price, less the Initial Issuance Shares.
Section 4.03 Options to Unwind. The foregoing notwithstanding the
360HOUSE Shareholders shall jointly have an option to surrender all, but not
less than all, the Initial Issuance Shares for all of the issued and
outstanding shares of 360HOUSE held by XVARIANT. In the event the 360HOUSE
Shareholders elect not to accept the Earn Out Shares for any reason, the
360HOUSE shareholders shall exercise this Option to Unwind by giving written
notice of the election to unwind within five days after receiving written
notice from XVARIANT specifying the number of Earn Out Shares proposed to be
issued. Upon receipt of the election to unwind, XVARIANT shall have five (5)
days to elect in writing the option of paying the 360HOUSE Shareholders the
Value as specified herein in cash in exchange for the Initial Issuance Shares
and the Earn Out Shares. If the full amount of the cash payment required is
not paid within 30 days of the election to do so, XVARIANT shall immediately
deliver all 360HOUSE shares to the 360HOUSE Shareholders and the 360HOUSE
Shareholders shall surrender all Initial Issuance Shares for cancellation and
360HOUSE shall cease to be a subsidiary of XVARIANT.
In addition, the 360HOUSE Shareholders shall have the right to exercise
the option to unwind at any time prior to December 31, 2003, in the event of
any material change or condition of XVARIANT or its affiliates or subsidiaries
which would negatively impact 360HOUSE'S ability to conduct its business as it
had prior to the occurrence of such material change or condition (including,
without limitation, the commitment of XVARIANT to provide working capital, of
up to $20,000 per month, for the operations of 360HOUSE for the first six
months of following the execution of this Agreement) or that would materially
and adversely affect the value, dilution or percentage ownership of the
360HOUSE Shareholders' shares in XVARIANT which serve as the consideration
herein.
Section 4.04 Rights Upon Unwinding. In the event the 360HOUSE
Shareholders elect to unwind for any reason, all contracts which call for
providing virtual tours, whether such contracts are in the name of 360HOUSE or
XVARIANT or one of its subsidiaries, shall continue to be serviced by 360HOUSE
through the expiration of the terms of such contracts and Xvariant shall
assign all rights and obligations under such contracts to 360House. In the
event any such contracts include the provision of services other than virtual
tours and revenues prior to unwinding were allocated to the other XVARIANT
subsidiaries, then revenues shall continue to be shared by the parties in the
same manner throughout the remaining terms of such contracts.
Provided, further, XVARIANT agrees that neither it nor any of its
subsidiaries will engage in the business of providing virtual tours for the
real estate industry in any manner for a period of two years following the
unwinding described hereinabove.
Section 4.05 Rights upon Sale. In the event Xvariant shall receive
an offer to sell all or substantially all of its assets or to enter into a
merger or combination with another corporation before the Valuation Date, the
360House Shareholders shall have the option to accept or reject the terms and
conditions of any such proposed sale or exchange, including, but not limited
to, the amount of the consideration to be received by the 360House
Shareholders pursuant to such a transaction. If the 360House Shareholders do
not accept all such terms and conditions, XVARIANT shall not enter into the
transaction. The 360house Shareholders shall give written notice of their
objection to the proposed transaction within 15 days after receiving all of
terms of the transaction from XVARIANT and if the objection is not received
timely, the 360house shareholders shall be deemed to have consented to the
proposed transaction.
Section 4.06 Closing. The closing ("Closing") of the transactions
contemplated by this Agreement shall be on a date and at such time as the
parties may agree ("Closing Date"). Such Closing shall take place at a
mutually agreeable time and place.
Section 4.07 Closing Events. At the Closing, each of the respective
parties hereto shall execute, acknowledge, and deliver (or shall cause to be
executed, acknowledged, and delivered) any and all certificates, opinions,
financial statements, schedules, agreements, resolutions, rulings, or other
instruments required by this Agreement to be so delivered at or prior to the
Closing, together with such other items as may be reasonably requested by the
parties hereto and their respective legal counsel in order to effectuate or
evidence the transactions contemplated hereby.
ARTICLE V
SPECIAL COVENANTS
Section 5.01 Access to Properties and Records. XVARIANT and 360HOUSE
Shareholders will each afford to the officers and authorized representatives
of the other full access to the properties, books, and records of XVARIANT or
360HOUSE as the case may be, in order that each may have full opportunity to
make such reasonable investigation as it shall desire to make of the affairs
of the other, and each will furnish the other with such additional financial
and operating data and other information as to the business and properties of
XVARIANT or 360HOUSE, as the case may be, as the other shall from time to
time reasonably request.
Section 5.02 Delivery of Books and Records. At the Closing, 360HOUSE
shall deliver to XVARIANT the originals of the corporate minute books, books
of account, contracts, records, and all other books or documents of 360HOUSE
now in the possession of 360HOUSE or its representatives.
Section 5.03 Special Covenants and Representations Regarding the
Exchanged Stock. The consummation of this Agreement and the transactions
herein contemplated, including the issuance of the Initial Issuance Stock to
the shareholders of 360HOUSE as contemplated hereby, constitutes the offer and
sale of securities under the Securities Act and applicable state statutes.
Such transaction shall be consummated in reliance on exemptions from the
registration and prospectus delivery requirements of such statutes which
depend, inter alia, upon the circumstances under which the 360HOUSE
Shareholders acquire such securities. In connection with reliance upon
exemptions from the registration and prospectus delivery requirements for such
transactions, at the Closing, 360HOUSE shall cause to be delivered, and the
shareholders shall deliver to XVARIANT, letters of representation in the
appropriate form.
Section 5.04 Third Party Consents and Certificates. XVARIANT and
360HOUSE agree to cooperate with each other in order to obtain any required
third party consents to this Agreement and the transactions herein and therein
contemplated.
Section 5.05 Employment and Board Representation. XVARIANT agrees
to provide funding for 360HOUSE for a period of six months following the
Closing such that the 360HOUSE Shareholders will be able to receive salaries
of $10,000 each and to ensure that payments of 360HOUSE accounts payable can
be made.
XVARIANT agrees that for the two year period following the Closing, the
360HOUSE Shareholders may designate two representatives to serve on the Board
of Directors of XVARIANT and that the Board of directors shall recommend to
the shareholders of XVARIANT the election of such representatives at the
annual meetings of XVARIANT.
Section 5.06 Sales Under Rules 144 or 145, If Applicable.
(a) XVARIANT will use its best efforts to at all times comply with
the reporting requirements of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), including timely filing all periodic reports required
under the provisions of the Exchange Act and the rules and regulations
promulgated thereunder.
(b) Upon being informed in writing by any person holding restricted
stock of XVARIANT as of the date of this Agreement that such person intends to
sell any shares under Rule 144 or Rule 145 promulgated under the Securities
Act (including any rule adopted in substitution or replacement thereof),
XVARIANT will certify in writing to such person that it has filed all of the
reports required to be filed by it under the Exchange Act to enable such
person to sell such person's restricted stock under Rule 144 or 145, as may be
applicable in the circumstances, or will inform such person in writing that it
has not filed any such report or reports.
(c) If any certificate representing any such restricted stock is
presented to XVARIANT's transfer agent for registration of transfer in
connection with any sale theretofore made under Rule 144 or 145, provided such
certificate is duly endorsed for transfer by the appropriate person(s) or
accompanied by a separate stock power duly executed by the appropriate
person(s) in each case with reasonable assurances that such endorsements are
genuine and effective, and is accompanied by an opinion of counsel
satisfactory to XVARIANT and its counsel that such transfer has complied with
the requirements of Rule 144 or 145, as the cases may be, XVARIANT will
promptly instruct its transfer agent to register such transfer and to issue
one or more new certificates representing such shares to the transferee and,
if appropriate under the provisions of Rule 144 or 145, as the case may be,
free of any stop transfer order or restrictive legend. The provisions of this
Section 4.07 shall survive the Closing and the consummation of the
transactions contemplated by this Agreement.
Section 5.07 Indemnification.
(a) 360HOUSE and the 360HOUSE Shareholders hereby agree to
indemnify XVARIANT and each of the officers, agents and directors of XVARIANT
as of the date of execution of this Agreement against any loss, liability,
claim, damage, or expense (including, but not limited to, any and all expense
whatsoever reasonably incurred in investigating, preparing, or defending
against any litigation, commenced or threatened, or any claim whatsoever), to
which it or they may become subject arising out of or based on any inaccuracy
appearing in or misrepresentation made under Articles I and/or II of this
Agreement. The indemnification provided for in this paragraph shall survive
the Closing and consummation of the transactions contemplated hereby and
termination of this Agreement.
(b) XVARIANT hereby agrees to indemnify 360HOUSE and each of the
officers, agents and directors of 360HOUSE as of the date of execution of this
Agreement against any loss, liability, claim, damage, or expense (including,
but not limited to, any and all expense whatsoever reasonably incurred in
investigating, preparing, or defending against any litigation, commenced or
threatened, or any claim whatsoever), to which it or they may become subject
arising out of or based on any inaccuracy appearing in or misrepresentation
made under Article III of this Agreement. The indemnification provided for in
this paragraph shall survive the Closing and consummation of the transactions
contemplated hereby and termination of this Agreement.
ARTICLE VII
MISCELLANEOUS
Section 7.01 Brokers. XVARIANT and 360HOUSE agree that there were no
finders or brokers involved in bringing the parties together or who were
instrumental in the negotiation, execution, or consummation of this Agreement.
XVARIANT and 360HOUSE each agree to indemnify the other against any claim by
any third person other than those described above for any commission,
brokerage, or finders' fee arising from the transactions contemplated hereby
based on any alleged agreement or understanding between the indemnifying party
and such third person, whether express or implied from the actions of the
indemnifying party.
Section 7.02 Governing Law. This Agreement shall be governed by,
enforced, and construed under and in accordance with the laws of the United
States of America and, with respect to matters of state law, with the laws of
Utah.
Section 7.03 Notices. Any notices or other communications required or
permitted hereunder shall be sufficiently given if personally delivered to it
or sent by registered mail or certified mail, postage prepaid, or by prepaid
telegram addressed as follows:
If to XVARIANT to: Xxxx X Xxxxxx
000 Xxxxx Xxxx, Xxxxx 0000
Xxxx Xxxx Xxxx, XX 00000
With copies to: Xxxxx X. Xxxxx
Jones, Waldo, Xxxxxxxx & XxXxxxxxx
000 Xxxxx Xxxx, Xxxxx 0000
Xxxx Xxxx Xxxx, XX 00000
If to 360HOUSE, to: Xxxxx X. Xxxxx
000 X. 000 X.
Xxxx Xxxx Xxxx, XX 00000
With copies to:
or such other addresses as shall be furnished in writing by any party in the
manner for giving notices hereunder, and any such notice or communication
shall be deemed to have been given as of the date so delivered, mailed, or
telegraphed.
Section 7.04 Attorney's Fees. In the event that any party institutes
any action or suit to enforce this Agreement or to secure relief from any
default hereunder or breach hereof, the breaching party or parties shall
reimburse the nonbreaching party or parties for all costs, including
reasonable attorneys' fees, incurred in connection therewith and in enforcing
or collecting any judgment rendered therein.
Section 7.05 Schedules; Knowledge. Each party is presumed to have full
knowledge of all information set forth in the other party's schedules
delivered pursuant to this Agreement.
Section 7.06 Third Party Beneficiaries. This contract is solely
between XVARIANT and 360HOUSE, and, except as specifically provided, no
director, officer, stockholder, employee, agent, independent contractor, or
any other person or entity shall be deemed to be a third party beneficiary of
this Agreement.
Section 7.07 Entire Agreement. This Agreement represents the entire
agreement between the parties relating to the subject matter hereof, including
This Agreement alone fully and completely expresses the agreement of the
parties relating to the subject matter hereof. There are no other courses of
dealing, understandings, agreements, representations, or warranties, written
or oral, except as set forth herein.
Section 7.08 Survival; Termination. The representations, warranties,
and covenants of the respective parties shall survive the Closing Date and the
consummation of the transactions herein contemplated.
Section 7.09 Counterparts. This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original and all of which taken
together shall be but a single instrument.
Section 7.10 Amendment or Waiver. Every right and remedy provided
herein shall be cumulative with every other right and remedy, whether
conferred herein, at law, or in equity, and may be enforced concurrently
herewith, and no waiver by any party of the performance of any obligation by
the other shall be construed as a waiver of the same or any other default
then, theretofore, or thereafter occurring or existing. At any time prior to
the Closing Date, this Agreement may be amended by a writing signed by all
parties hereto, with respect to any of the terms contained herein, and any
term or condition of this Agreement may be waived or the time for performance
hereof may be extended by a writing signed by the party or parties for whose
benefit the provision is intended.
Section 7.11 Arbitration. The parties hereto shall attempt in
good faith to resolve promptly any disputes arising out of or relating to this
Agreement or any aspect of the relationship among the parties. In the event
any such dispute cannot be resolved, the parties agree that such disputes
shall be resolved through arbitration conducted in accordance with the
American Arbitration Association Commercial Arbitration Rules then in effect
and the arbitration will take place in Salt Lake City, Utah.
SIGNATURE PAGE TO FOLLOW
IN WITNESS WHEREOF, the corporate parties hereto have caused this
Agreement to be executed by their respective officers, hereunto duly
authorized, as of the date first above-written.
XVARIANT, INC.
ATTEST: "XVARIANT"
-------------------------------- By /s/ Xxxx X. Xxxxxx
Secretary or Assistant Secretary ----------------------------------
Xxxx X. Xxxxxx, President
ATTEST:
000XXXXX.XXX, INC.
By /s/ Xxxx Xxxxx By /s/ Xxxxx X. Xxxxx
-------------------------------- ----------------------------------
Xxxx Xxxxx, Secretary Xxxxx X. Xxxxx, President
360HOUSE Shareholders
/s/ Xxxxx X. Xxxxx /s/ Xxxx Xxxxx
--------------------------------- --------------------------------------
Xxxxx X. Xxxxx Xxxx Xxxxx
