SHARE PURCHASE AGREEMENT
------------------------
THIS is dated 29th day of February 2000.
BETWEEN:
XXXXXXXX XXXXXXX, businesswoman, c/o 204 - 0000 00xx Xxxxxx, X.X. Xxxxxxx,
Xxxxxxx, X0X 0X0 and XXXXXX XXXXXXXX, x/x 000 - 0000 00xx Xxxxxx, X.X. Xxxxxxx,
Xxxxxxx, X0X 0X0;
(herein "Vendors")
AND:
EFINANCIAL XXXXX.XXX, INC., a company incorporated under the laws of Delaware
with offices at 150-1875 Xxxxxxx Xxxx Xxxx, Xxxxxxx Xxxx, Xxxxxxxxxx, X.X.X.
00000
(herein "Purchaser")
A. The Vendors are the registered and beneficial owners of the Vendors'
Voting Shares and the Vendors' Non-voting Shares of the Company;
B. Pursuant to a Letter of Intent dated January 25, 2000, effective
January 27, 2000, between the Company and the Purchaser, an agreement in
principle was reached with respect to the purchase of the Vendors' Voting Shares
and other matters; and
C. Upon the terms and subject to the conditions set forth in this
Agreement, the Vendors have agreed to sell to the Purchaser, and the Purchaser
has agreed to purchase, the Vendors' Voting Shares, and the parties have agreed
to enter into other related agreements dealing with exchangeable shares.
THEREFORE in consideration of the premises and the mutual covenants and
agreements herein set forth, the parties hereto covenant and agree each with the
other as follows:
1. DEFINITIONS AND INTERPRETATION
1.1 In this Agreement:
(a) "Accounts Payable" means all of the trade accounts and other debts and
accrued charges owed by the Company as at the Statement Date (other than the
Permitted Liens), and which are enumerated and described in the Financial
Statements, together with those trade accounts reasonably incurred in the normal
and ordinary course of the Business between the Statement Date and the Closing
Date, whether the same are due or to become due at or after the Closing Date;
(b) "Accounts Receivable" means all of the trade accounts, notes, and other
debts arising out of the operation of the Company as at the Closing Date,
whether due or to become due as at or after the Closing Date but does not
include any amount due to the Company from any shareholder of the Company;
(c) "Business Assets" means all of the real property, personal property,
choses in action, intangible or intellectual property and all other assets of
whatsoever nature owned or leased by the Company, or in which the Company has
any right or interest or the right to acquire an interest, including the
Accounts Receivable, the Contracts and the assets listed in Schedule "A";
(d) "Closing" means the completion of the transactions contemplated hereby
in accordance with the terms hereof;
(e) "Closing Date" means the later of the Execution Date and three business
days following receipt of all necessary, regulatory approvals to the Closing, or
such date as the parties hereto may agree to in writing;
(f) "Company" means Westcor Mortgage Inc., a company incorporated under the
laws of the Province of Alberta;
(g) "Consents" means all the consents, approvals, waivers and other
authorizations to the transactions contemplated by this Agreement, all of which
are listed in Schedule "N" hereto;
(h) "Contracts" means all of the commitments, agreements, contracts,
instruments, leases and other documents entered into by the Company, by which
the Company is bound or to which the Company or the Business Assets are subject
(other than the Permitted Liens) and which are described in Schedule "B";
(i) "Deemed Share Price" shall mean U.S. $4.25;
(j) "Escrow Agreement" means the escrow agreement among the Company, the
Purchaser, Oxford Capital Corp., and the Purchaser's Solicitors (in their
capacity as escrow agent), which is dated February 29, 2000;
(k) "Exchangeable Shares" has the meaning ascribed to it in Schedule I
attached to the Restated Articles and Articles of Amendment of Westcor Mortgage
Inc. as filed with the Alberta Registrar of Corporations on the Closing Date;
(l) "Execution Date" means the date of signing of this Agreement;
(m) "Excluded Assets" are those assets described in Schedule "M" which the
Company possesses or has the use of but does not own and that do not form part
of the Business Assets;
(n) "Financial Statements" means the audited financial statements of the
Company as at its Statement Date, a copy of which is attached as Schedule "C";
(o) "Holdback" means the amount of U.S. $7363.60.
(p) "Indebtedness" means any and all advances, debts, duties, endorsements,
guarantees, liabilities, obligations, responsibilities and undertakings of a
person assumed, created, incurred or made, whether voluntary or involuntary,
however arising, whether due or not due, absolute, inchoate or contingent,
liquidated or unliquidated, determined or undetermined, direct or indirect,
express or implied, and whether such persons may be liable individually or
jointly with others;
(q) "Intellectual Property" means all, copyrights, copyright registrations
and applications, trade names or brand names, Internet domain names, business
names, trade-marks, trade-xxxx registrations and applications, service marks,
service xxxx registrations and applications, trade secrets, proprietary
programming information and know-how, patents and patent applications, and other
patent rights, processes, technology, software (in both source code and object
code format), documentation in relation to software, firmware and other
intellectual property, together with all rights under licences, registered user
agreements, technology transfer agreements, and other agreements or instruments
relating to any of the foregoing, owned by the Company or otherwise used in
connection with the Business, including the intellectual property described on
Schedule "H";
(r) "Lien" means any mortgage, debenture, charge, hypothecation, pledge,
lien, or other security interest or encumbrance of whatever kind or nature,
regardless of form and whether consensual or arising by laws, statutory or
otherwise that secures the payment of any Indebtedness or the performance of any
obligation or creates in favour of or grants to any person any proprietary
right;
(s) "OTCBB" means the OTC Bulletin Board;
(t) "Permitted Liens" means the liens described in Schedule "D".
(u) "Purchase Price" means the sum of $600,000 payable in accordance with
section 2.2 hereof;
(v) "Purchaser's Solicitors" means Clark, Wilson, Barristers and Solicitors;
(w) "Statement Date" means January 31, 2000;
(x) "Vendors' Voting Shares" means all of the issued and outstanding voting
shares in the capital of the Company being 100,000 Class A common shares;
(y) "Vendors' Non-voting Shares" means all of the issued and outstanding
non-voting shares in the capital of the Company being 360,374 Exchangeable
Shares; and
(z) "Vendors' Solicitor" means Xxxxxx Xxxxxxx, Barristers and Solicitors;
1.2 In this Agreement, except as otherwise expressly provided:
(a) "Agreement" means this share purchase agreement, including the preamble
and the Schedules hereto, as it may from time to time be supplemented or amended
and in effect;
(b) all references in this Agreement to a designated "Section" or other
subdivision or to a Schedule is to the designated Section or other subdivision
of, or Schedule to, this Agreement;
(c) the words "herein", "hereof" and "hereunder" and other words of similar
import refer to this Agreement as a whole and not to any particular Section or
other subdivision or Schedule;
(d) the headings are for convenience only and do not form a part of this
Agreement and are not intended to interpret, define, or limit the scope, extent
or intent of this Agreement or any provision hereof;
(e) the singular of any term includes the plural, and vice versa; the use of
any term is equally applicable to any gender and, where applicable, a body
corporate; the word "or" is not exclusive; the word "including" means including
without limitation or prejudice to the generality of any description,
definition, term or phrase preceding that word, and the word "include" and its
derivatives will be construed accordingly; the expression "to the knowledge of"
or any similar expression as applied to a corporation or individual, refers to,
(A) in the case of an individual, the knowledge as at the relevant date that
such individual had or would have had had he exercised due diligence in making
enquiries in relation to the matter in question from all sources of information
likely to provide him with knowledge of same, and (B) in the case of a corporate
person, the knowledge (as aforementioned) of a director or officer thereof as at
the relevant date;
(f) any accounting term not otherwise defined has the meanings assigned to
it in accordance with generally accepted accounting principles applicable in
Canada;
(g) except as otherwise provided, any dollar amount referred to in this
Agreement is in the currency of the United States of America; and
(h) any other term defined within the text of this Agreement has the meaning
so ascribed.
1.3 The following are the Schedules to this Agreement:
SCHEDULE DESCRIPTION
-------- -----------
A Business Assets
B Contracts
C Financial Statements
D Permitted Liens
E Authorized and Issued Capital
F Directors and Officers
G Banking Arrangement
H Intellectual Property
I Contracts Relating to Intellectual Property
J Employee List, Income and Benefit Plan
K Pension Plan
L Litigation
M Excluded Assets
N Consents
O Promissory Note
2. PURCHASE AND SALE
2.1 Upon and subject to the terms and conditions of this Agreement, at the
Closing, the Vendors will sell and transfer to the Purchaser, and the Purchaser
will purchase from the Vendors all beneficial and legal interest in and to those
Vendors' Voting Shares.
2.2 The Purchase Price will be paid on the Closing Date by the payment of an
amount in cash equal to U.S. $100,000 and the issuance by the Purchaser of a
Promissory Note in the amount of U.S. $492,636.40, substantially the same as the
Promissory Note that appears in Schedule "O" (the "Promissory Note").
2.3 Until the Promissory Note is paid in full, the Vendors' Voting Shares
will be subject to a Hypothecation Agreement among the Vendors, the Purchaser
and the Company dated February 29, 2000 (the "Hypothecation Agreement").
2.4 On that date which is the first anniversary of the Closing Date, the
Purchaser shall pay to the Vendors in cash or certified cheque, an amount equal
to:
(a) the Holdback; less
(b) the total amount of the Accounts Receivable which have not been paid to
the Company by such anniversary date.
3. OTHER AGREEMENTS
3.1 On or before the Execution Date the Vendors will enter into the Escrow
Agreement, and the Purchaser will enter into the Escrow Agreement, and the
Vendors will take all steps available to them to cause the Company to enter into
the Escrow Agreement.
3.2 On or before the Execution Date the Vendors will enter into the
Hypothecation Agreement, and the Purchaser will enter into the Hypothecation
Agreement, and the Vendors will take all steps available to them to cause the
Company to enter into the Hypothecation Agreement.
3.3 On or before the Execution Date the Vendors will take all steps
available to them to cause the Company to enter into the following agreements,
and the Purchaser will enter into the following agreements:
(a) the Support Agreement between the Company and the Purchaser which is
dated February 29, 2000; and
(b) the Voting Trust and Exchange Agreement among the Company, the Purchaser
and the Trustee, which is dated February 29, 2000.
4. ESCROW
4.1 The Vendors' Non-voting Shares will be escrowed in accordance with the
terms of the Escrow Agreement.
5. CLOSING
5.1 The Closing will take place on the Closing Date by way of an exchange of
documents between solicitors for the Vendors and the solicitors for the
Purchaser, or on such other date or in such other manner as the parties agree
upon.
6. VENDORS' WARRANTIES AND REPRESENTATIONS
6.1 Each of the Vendors warrants and represents to the Purchaser, with the
intent that the Purchaser will rely thereon in entering into this Agreement and
in concluding the purchase and sale contemplated herein, that:
(a) such Vendor is and will be on the Execution Date, the registered holder
and beneficial owner of all of the portion of the Vendors' Voting Shares and the
Vendors' Non-voting Shares as follows:
(i) Xxxxxxxx Xxxxxxx 50,000 Class A shares and
150,600 Exchangeable Shares;
(ii) Xxxxxx Xxxxxxxx 50,000 Class A shares and
150,600 Exchangeable Shares;
which shares are free and clear of all Liens and such Vendor has no interest,
legal or beneficial, direct or indirect, in any shares of, or the assets or
business of, the Company other than in the Vendors' Voting Shares and the
Vendors' Non-voting Shares;
(b) such Vendor has the power and capacity and good and sufficient right and
authority to enter into this Agreement on the terms and conditions herein set
forth and will on the Closing Date have the rights to transfer the legal and
beneficial title and ownership of his or her portion of the Vendors' Voting
Shares to the Purchaser;
(c) such Vendor does not have any specific information relating to the
Company which has not been disclosed to the Purchaser and which if known could
reasonably be expected to have a materially adverse effect on the value of the
Company, the Vendors' Voting Shares or the Vendors' Non-voting Shares.
6.2 The Vendors warrant and represent to the Purchaser with the intent that
the Purchaser will rely thereon in entering into this Agreement and in
concluding the purchase and sale contemplated herein, that:
(a) the authorized and issued capital of the Company on the Closing Date
will be as described in Schedule "E";
(b) no person has any agreement, right, option or privilege, consensual or
arising by law, present or future, contingent or absolute, or capable of
becoming an agreement, right or option:
(i) to require the Company to issue any further or other shares in its
capital or any other security convertible or exchangeable into shares in its
capital or to convert or exchange any securities into or for shares in the
capital of the Company;
(ii) for the issue or allotment of any of the authorized but unissued shares
in the capital of the Company;
(iii) to require the Company to purchase, redeem or otherwise acquire any of
the issued and outstanding shares in the capital of the Company;
(iv) to purchase or otherwise acquire any shares in the capital of the
Company;
(v) which is capable of becoming an agreement for the acquisition of any of
the Business Assets;
(c) the Company is duly incorporated, validly existing and in good standing
under the laws of Alberta and is not a reporting issuer in any jurisdiction in
Canada;
(d) the directors and officers of the Company are identified in Schedule
"F";
(e) all alterations to the constating documents of the Company since its
incorporation, have been duly approved by the shareholders of the Company
properly filed and recorded;
(f) the Company now is and has since its incorporation been a "Canadian
controlled private corporation" within the meaning of the Income Tax Act
(Canada);
(g) the Company is duly registered to carry on business in all jurisdictions
where its business is currently being conducted;
(h) the Company has the power, authority and capacity to carry on the
business as presently conducted by it;
(i) the Company has the power, authority and capacity to own and use all of
the Business Assets;
(j) the Company has no bank, trust, savings, chequing or other accounts or
deposits, safety deposit boxes or other depositaries except as set out in
Schedule "G", which Schedule is a true and complete list showing the name of
each bank, trust company or similar financial institution in which the Company
has accounts, deposits or safety deposit boxes and the names of all persons
authorized to draw thereon or have access thereto;
(k) the Company does not own, possess or use any asset other than the
Business Assets and does not have any interest in the assets or business of any
other person, with the exception of the Excluded Assets;
(l) the Company holds all licences and permits required for the conduct in
the ordinary course of its business as currently conducted and for the uses to
which the Business Assets have been or may be put and all such licences and
permits are in good standing and the conduct and uses of the same by the Company
is in compliance with all laws, zoning and other bylaws, building and other
restrictions, rules, regulations and ordinances applicable to the Company, its
business or the Business Assets, and neither the execution and delivery of this
Agreement nor the completion of the purchase and sale hereby contemplated will
give any person the right to terminate or cancel the said licences or permits or
affect such compliance;
(m) the making of this Agreement and the completion of the transactions
contemplated hereby and the performance of and compliance with the terms hereof
does not and will not:
(i) conflict with or result in a breach of or violate any of the terms,
conditions, or provisions of the constating documents of the Company;
(ii) conflict with or result in a breach of or violate any of the terms,
conditions or provisions of any law, judgment, order, injunction, decree,
regulation or ruling of any court or governmental authority, domestic or
foreign, to which the Company or the Vendors are subject or constitute or result
in a default under any agreement, contract or commitment to which the Company or
the Vendors are a party;
(iii) subject to obtaining the Consents, give to any person any remedy,
cause of action, right of termination, cancellation or acceleration in or with
respect to any agreement, contract, or commitment to which the Company is a
party including the Contracts and the Permitted Liens;
(iv) give to any government or governmental authority of Canada or any
Province of Canada or any regional district, district or municipality or any
subdivision thereof, including any governmental department, commission, bureau,
board, or administrative agency any right of termination, cancellation, or
suspension of, or constitute a breach of or result in a default under any
permit, license, control, or authority issued to the Company and which is
necessary or desirable in connection with the conduct and operation of the
Business and the ownership, leasing or use of the Business Assets; or
(v) subject to obtaining the Consents, constitute a default by the Company
or an event which, with the giving of notice or lapse of time or both, might
constitute an event of default or non-observance under any agreement, contract,
indenture or other instrument relating to any Indebtedness of the Company which
would give any person the right to accelerate the maturity for the payment of
any amount payable under that agreement, contract, indenture, or other
instrument including the Contracts and the Permitted Liens;
(n) the Financial Statements were prepared in accordance with generally
accepted accounting principles applied on a basis consistent with prior
reporting periods, are true and correct in every material respect and present
fairly and accurately the financial condition and position of the Company as at
the Statement Date and the results of the operations of the Company;
(o) there is no Indebtedness of the Company which is not disclosed or
reflected in the Financial Statements except Accounts Payable;
(p) the Company is not subject to any assessment for federal and provincial
income tax which has not been satisfied;
(q) all tax returns and reports of the Company required by law to be filed
prior to the Execution Date (including all federal and provincial income tax
returns, Workers' Compensation Board returns, and corporation capital tax
returns) have, or will have, as at Closing been filed and are true or will be,
complete and correct, and all taxes and other government charges (including all
income, excise, sales, business and property taxes and other rates, charges,
assessment, levies, duties, taxes, contributions, fees and licenses) have been
accrued in the Financial Statements;
(r) adequate provision has been made for taxes payable by the Company for
which tax returns are not yet required to be filed and there are no agreements,
waivers or other arrangements providing for an extension of time with respect to
the filing of any tax return by or payment of any tax, governmental charge or
deficiency by the Company, and there are no contingent tax liabilities or any
grounds which would prompt a re-assessment, including aggressive treatment of
income and expenses in filing earlier tax returns;
(s) the Company has made all elections required to be made under the Income
Tax Act of Canada or other tax legislation in connection with any distributions
by the Company and all such elections were true and correct and in the
prescribed forms and were made within the prescribed time periods;
(t) the Company has not, prior to the Execution Date:
(i) made any election under Section 83 or 196 of the Income Tax Act of
Canada with respect to payment out of the capital dividend account or life
insurance capital dividend account of the Company;
(ii) acquired or had the use of any property from a person with whom the
Company was not dealing at arm's length, with the exception of Excluded Assets;
(iii) disposed of anything to a person with whom the Company was not dealing
at arm's length for proceeds less than or greater than the fair market value
thereof; or
(iv) discontinued carrying on any business in respect of which non-capital
losses were incurred;
(u) with respect to GST:
(i) the Company is registered for GST purposes under the Excise Tax Act
(Canada), Part IX;
(ii) the Company does not have any deferred obligation or liability under
any Section of the Excise Tax Act (Canada) except as described in the Financial
Statements in Schedule "C" hereof;
(iii) the Company has not, prior to the Execution Date:
A. acquired or had the use of any property from a person with whom it was
not dealing at arm's length which may give rise to liability to pay GST for
which such GST was not paid; or
B. disposed of anything to a person with whom the Company was not dealing at
arm's length for proceeds less than the fair market value thereof, which may
give rise to liability to pay GST;
(iv) except as disclosed in the Financial Statements, as of the Execution
Date, the Company has remitted to Revenue Canada Customs, Excise and Taxation
when required by law to do so all amounts collected by it on account of GST;
(v) no authorization, approval, order, license, permit or consent of any
governmental authority, regulatory body or court, and no registration,
declaration or filing by the Vendors or the Company with any such governmental
authority, regulatory body or court is required in order for the Vendors to
complete the contemplated purchase and sale, to duly perform and observe the
terms and provisions of this Agreement, and to render this Agreement legal,
valid, binding and enforceable in accordance with its terms;
(w) to the Vendors' knowledge its business as currently conducted and the
Business Assets comply with all applicable laws, judgments, decrees, orders,
injunctions, rules, statutes and regulations of all courts, arbitrators or
governmental authorities, including all environmental, health and safety
statutes and regulations;
(x) all material transactions of the Company have been promptly and properly
recorded or filed in or with its respective books and records, and the minute
book of the Company contains all records required to be kept at the "records
office" of the Company, as required under applicable corporate law;
(y) with respect to the Company's Intellectual Property:
(i) Schedule "H" contains a complete and accurate list of all:
A. patents and patent applications;
B. trade-names, trade-marks and service marks;
C. trade-xxxx applications and service xxxx applications;
D. registered copyrights and copyright applications;
E. Internet domain name registrations,
owned, used, made or applied for by the Company setting out, in detail, the
relevant dates, reference numbers and jurisdictions of each;
(ii) the Company has not licensed any of its Intellectual Property to any
third party;
(iii) Schedule "I" contains a list of each Contract (and amendments thereto)
that comprise or relate to the Intellectual Property, including all development
agreements, consulting agreements, maintenance agreements, source code escrow
agreements, licence agreements and distribution agreements relating thereto;
(iv) no claim for release of technology has been made pursuant to any source
code escrow agreement or other technology escrow agreement by any third party;
(v) the Company is not a party to any technology licence agreement;
(vi) the Company is not a party to any technology distribution agreement;
(vii) neither the entering into of this Agreement nor the completion of the
transactions contemplated hereby constitute or will constitute a breach of any
agreement in respect of Intellectual Property; and
(viii) no past or present employee, consultant or contractor of the Company
has any right, title, or interest in or to any of any Intellectual Property, all
such employees, consultants and contractors have or will as at Closing have
assigned and waived in writing their rights (including moral rights) in and to
the Intellectual Property, and all of the present employees of the Company have
or will at Closing have executed and delivered to the Company confidentiality
and non-competition agreements in relation to any information or data of the
Company obtained in the course of his or her employment or other arrangement
with the Company, copies of which agreements have been provided to the Purchaser
prior to the Closing Date.
(z) the Company is in full compliance with the rules and regulations of the
applicable top level domain managers, including the domain managers of the .ca,
.com, .net, .gov, and .org top level domains, to maintain its domain name
registrations. To the Company's knowledge, there is currently no libelous,
scandalous or illegal content in any of the websites maintained by the Company
in respect of which any complaint has been received by the Company from any
member of the public or from any government or authority or from any top level
domain manager;
(aa) the Company has not experienced nor, to the knowledge of the Company or
the Vendors, has there been any occurrence or event which has had, or might
reasonably be expected to have, a materially adverse effect on the Business or
the result of its operations;
(bb) the Company is not, nor is any employer which is associated, related to
or otherwise connected to the Company, a party to any collective agreement
relating to the Business with any union, association of employees or bargaining
agent, and no part of the Business, or any associated, related or otherwise
connected business or the Company, is bound by any such collective agreement or
has been certified as a unit appropriate for collective bargaining and there are
no proceedings under the Employment Standards Act (Alberta) or any similar
legislation or applications for certification which are or could result in an
obligation of or be binding upon the Company or any employer which is
associated, related to or otherwise connected to the Company and there are no
circumstances under which the provisions of the Employment Standards Act
(Alberta) can apply to the transactions contemplated by this agreement;
(cc) the name of each present employee of the Company, the duration of the
employment of each such employee with the Company and the remuneration and
benefit obligations of the Company in respect of each such employee is
accurately set out in Schedule "J"; and any bonuses payable in the calendar year
1999 have been paid;
(dd) the Vendors has not received notice of any complaints filed by any of
the Company's employees against the Company and is not aware of any facts or
circumstances that may give rise to any complaints claiming that the Company has
violated any applicable employee or human rights or similar legislation in
jurisdictions in which the business of the Company is conducted or any
complaints or proceedings of any kind involving the Company. No levies,
assessments and penalties have been made against the Company pursuant to
applicable worker's compensation legislation;
(ee) there are no pension, profit sharing, incentive, bonus, group insurance
or similar plans or other compensation plans affecting the Company other than
those described in Schedule "K" and the Company has no unfunded or unpaid
liability in respect of any such plan;
(ff) except for existing oral and written employment agreements with the
individuals listed in Schedule "J", the Company does not have any contract,
agreement, undertaking or arrangement, whether oral, written or implied, which
cannot be terminated on not more than one month's notice and the Company has no
outstanding agreement, contract or commitment (whether written or oral)
whatsoever relating to or affecting the conduct of the business of the Company
as currently conducted or any of the Business Assets or for the purchase, sale
or lease of any of the Business Assets other than the Contracts and the
Permitted Liens;
(gg) to the best knowledge of the Vendors, there is no basis for and there
are no actions, suits, judgments, investigations or proceedings outstanding or
pending or to the knowledge of the Vendors threatened against or affecting the
Company at law or in equity or before or by any court or federal, provincial,
state, municipal or other governmental authority, department, commission, board,
tribunal, bureau or agency and the Company is not a party to or threatened with
any litigation, with the exception of the matters described in Schedule "L";
(hh) to the Vendors' knowledge the Company:
(i) is not in breach of any of the terms, covenants, conditions, or
provisions of, is not in default under, and has not done or omitted to do
anything which, with the giving of notice or lapse of time or both, would
constitute a breach of or a default under any Contract;
(ii) is not in violation of nor is any present use by the Company of any
Business Assets in violation of or contravention of any applicable law, statute,
order, rule or regulation of Canada or any Province of Canada or any regional
district, district or municipality or any subdivision thereof; and
(iii) is not in breach or default under any judgment, injunction or other
order or aware of any judicial, administration, governmental, or other authority
or arbitrator by which the Company is bound or to which the Company or any
Business Assets are subject;
and the Company has not received notice that any default, breach, or violation
is being alleged;
(ii) the Company has not guaranteed, or agreed to guarantee, any
Indebtedness or other obligation of any person except as described in the
Financial Statements;
(jj) reasonable wear and tear excepted, the Business Assets are in good
working order and in a functional state of repair and to the knowledge of the
Vendors, there are no latent defects; and
(kk) since the applicable Statement Date:
(i) no dividends of any kind or other distribution on any shares of the
Company has been declared or paid by the Company;
(ii) there has been no material adverse change in the financial condition or
position of the Company and no damage, loss or destruction materially affecting
the Business Assets or the right, capacity, or ability of the Company to carry
on the business of the Company as currently conducted;
(iii) the Company has not increased the pay of or paid or agreed to pay any
pension, bonus, share of profits or other similar benefit to or for the benefit
of any agent, employee, director, or officer of the Company, except increases in
the normal course of business to employees other than officers and directors;
(iv) the Company has conducted its business in the usual and normal manner
and has maintained the Business Assets in as good condition as prevailed prior
to the Statement Date and has made all necessary repairs and replacements
thereto;
(v) the Company has not waived or surrendered any right of material value.
7. PURCHASER'S WARRANTIES AND REPRESENTATIONS
7.1 The Purchaser warrants and represents to the Vendors, with the intent
that the Vendors will rely thereon in entering into this Agreement and in
concluding the purchase and sale contemplated herein that:
(a) the Purchaser is a corporation duly incorporated, validly existing and
in good standing under the laws of Delaware and has the power, authority and
capacity to enter into this Agreement and to carry out its terms;
(b) the execution and delivery of this Agreement and the completion of the
transactions contemplated hereby has been duly and validly authorized by all
necessary corporate action on the part of the Purchaser, and this Agreement
constitutes a legal, valid and binding obligation of the Purchaser in accordance
with its terms except as limited by laws of general application affecting the
rights of creditors;
(c) no consent, approval, order or authorization of, or registration,
declaration or filing with, any governmental authority is required by or with
respect to Purchaser in connection with the execution and delivery of this
Agreement by the Purchaser or the consummation by the Purchaser of the
transactions contemplated hereby, except for such consents, approvals, orders,
authorizations, registrations, declarations, qualifications or filings as may be
required by the OTC BB and under applicable federal and state securities laws in
connection with the transactions set forth herein;
(d) the authorized capital stock of the Purchaser is One Hundred Ten Million
(110,000,000) common shares without par value, of which 13,010,000 common shares
are issued and outstanding as of the date hereof, fully paid and non-assessable;
(e) there is no litigation, proceeding or governmental investigation in
progress, pending, threatened or contemplated against or relating to the
Purchaser, the business of the Purchaser, or the transactions contemplated by
this Agreement;
(f) the following documents have been filed under the Purchaser's former
name, Ballynagee Acquisition Corp., with the SEC under the Securities Exchange
Act and the rules and regulations promulgated thereto: Schedule 14C Information
Statement filed October 13, 1999, Form 8K dated September 20, 1999, Pre 14C
filed October 1, 1999 and Form 10SB filed July 30, 1999. As of their respective
filing dates, the Purchaser's SEC filings complied in all material respects with
the Securities Exchange Act, as of their respective filing dates, the
Purchaser's SEC filings did not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements made therein,
in light of the circumstances in which they were made, not misleading;
(g) the Purchaser Shares to be issued to the Vendors hereunder on the
Closing Date, will be validly issued, fully paid and non-assessable;
(h) there are no orders ceasing or suspending trading in the securities of
the Purchaser and to the best of the knowledge of the Purchaser, no proceedings
for this purpose have been instituted or are pending, contemplated or threatened
by any securities regulatory body; and
(i) there is no basis for and there are no actions, suits, judgments,
investigations or proceedings outstanding or pending or to the knowledge of the
Purchaser threatened against or affecting the Purchaser at law or in equity or
before or by any court or federal, provincial, state, municipal or other
governmental authority, department, commission, board, tribunal, bureau or
agency and the Purchaser is not a party to or threatened with any litigation.
8. COVENANTS
8.1 Between the Execution Date and the Closing, the Vendors:
(a) will cause the Company to afford to the Purchaser and its authorized
representatives access during normal business hours and with reasonable notice
to all properties, books, contracts, commitments, records of the Company and
furnish such copies (certified if requested) thereof and other information as
the Purchaser may reasonably request, and to permit the Purchaser and its
authorized representatives to make such audit of the books of account of the
Company and physical verification of the Business Assets as the Purchaser may
reasonably see fit;
(b) will diligently take all reasonable steps to obtain, prior to the
Closing, all consents and approvals required to complete the transactions
contemplated herein in accordance with the terms and conditions hereof including
the Consents;
(c) will cause the Company to conduct its business and affairs diligently
and only in the ordinary course, and preserve and maintain the goodwill of the
Company, the Business Assets and the Company's business;
(d) will not permit the Company to make or agree to make any payment to any
director, officer, employee or agent of either of the Company except in the
ordinary course of business and at the regular rates of salary and commission
for such person or as reasonable reimbursement for expenses incurred by such
person in connection with either of the Company.
9. NON-MERGER
9.1 The representations, warranties, covenants and agreements of the Vendors
contained herein and those contained in the documents and instruments delivered
pursuant hereto will be true at and as of the Closing as though made at the
Closing and will survive the Closing Date for a period ending 12 months after
Closing, and notwithstanding the completion of the transactions herein
contemplated, the waiver of any condition contained herein (unless such waiver
expressly releases the Vendors of such representation, warranty, covenant or
agreement), or any investigation by the Purchaser, the same will remain in full
force and effect for the said same 12 month period after Closing and, unless
any claim is made by the Purchaser against the Vendors within such period, all
liability of the Vendors pursuant to this Agreement will terminate as of the end
of such 12 month period.
9.2 The representations, warranties, covenants and agreements of the
Purchaser contained herein and those contained in the documents and instruments
delivered pursuant hereto will be true at and as of the Closing as though made
at the Closing and will survive the Closing Date, and notwithstanding the
completion of the transactions herein contemplated, the waiver of any condition
contained herein (unless such waiver expressly releases the Purchaser of such
representation, warranty, covenant or agreement), or any investigation by the
Vendors, the same will remain in full force and effect.
10. CONFIDENTIALITY
10.1 Each party agrees that all information provided to it by another party
(collectively "Confidential Information") shall be held in complete confidence
by it and by its advisors and representatives and shall not, without the prior
written consent of that other party, be disclosed to any other person, nor used
for any other purpose, other than in connection with the evaluation, negotiation
and finalization of the transactions contemplated herein. However, a party's
obligation does not apply to Confidential Information:
(a) which is generally available to third parties (unless available as a
result of a breach of this Agreement);
(b) which is lawfully in the possession of a party and which was not
acquired directly or indirectly from another party; or
(c) the disclosure of which is required by any applicable law or by any
supervisory or regulatory body to whose rules a party is subject.
11. CONDITIONS PRECEDENT
11.1 The obligations of the Purchaser to consummate the transactions herein
contemplated are subject to the fulfilment of each of the following conditions
at the times stipulated:
(a) the representations and warranties of the Vendors contained herein are
true and correct in all respects at and as of the Closing except as may be in
writing disclosed to and approved by the Purchaser;
(b) all covenants, agreements and obligations hereunder on the part of the
Vendors to be performed or complied with at or prior to the Closing, including
the Vendors' obligation to deliver the documents and instruments herein provided
for, have been performed and complied with at and as of the Closing;
(c) between the Execution Date and the Closing, the Company has not
experienced any event, circumstance or condition or have taken any action or
become subject to any action of any character adversely affecting either of the
Company or its business or as would materially reduce the value of either of the
Company, its business, the Vendors' Voting Shares or the Vendors' Non-voting
Shares to the Purchaser;
(d) the Business Assets have suffered no material adverse damage or change
since the Execution Date and prior to the Closing which, in the sole opinion of
the Purchaser acting reasonably, will materially and adversely affect the
Business Assets, the Company's business as currently being conducted or the
Company's operations, prospects or earnings;
(e) on or before the Closing Date, no federal, provincial, regional or
municipal government of any country applicable to the Company's business as
currently carried on or any agency thereof will have enacted any statute or
regulation, announced any policy or taken any action that will materially and
adversely affect such business or the Business Assets or the right of the
Purchaser to the full enjoyment thereof;
11.2 The conditions set forth in Section 11.1 are for the exclusive benefit
of the Purchaser and may be waived by the Purchaser in writing in whole or in
part at any time.
11.3 The obligations of the Vendors to consummate the transactions herein
contemplated are subject to the fulfilment of each of the following conditions
at the times stipulated, that:
(a) the representations and warranties of the Purchaser contained herein are
true and correct in all material respects at and as of the Closing except as may
be in writing disclosed to and approved by the Vendors;
(b) all covenants, agreements and obligations hereunder on the part of the
Purchaser to be performed or complied with at or prior to the Closing, including
in particular the Purchaser's obligations to deliver the documents and
instruments herein provided for, have been performed and complied with as at the
Closing; and
(c) between the Execution Date and the Closing, the Purchaser has not
experienced any event, circumstance or condition or have taken any action or
become subject to any action of any character adversely affecting the Purchaser
or as would materially reduce the value of either of the Purchaser, or the Share
Consideration to the Vendors; and
(d) on or before the Closing Date, no federal, provincial, regional or
municipal government of any country applicable to the Purchaser's business or
any agency thereof will have enacted any statute or regulation, announced any
policy or taken any action that will materially and adversely affect the
Purchaser, its business or its assets.
11.4 The conditions set forth in Section 11.3 are for the exclusive benefit
of the Vendors and may be waived by the Vendors in whole or in part at any time.
11.5 The respective obligations of each party to this Agreement to
consummate the transactions herein contemplated are subject to the satisfaction
at or prior to the Closing of the following conditions:
(a) all consents, approvals, authorizations, waivers and orders required or
necessary or desirable for the completion of the transactions contemplated
herein shall have been obtained or received from regulatory authorities or
bodies having jurisdiction in the circumstances;
(b) the Vendors shall have entered into employment contracts with the
Purchaser on terms satisfactory to them and to Purchaser.
12. TRANSACTIONS OF THE VENDORS AT THE CLOSING
12.1 At the Closing, the Vendors will execute and deliver or cause to be
executed and delivered all documents, instruments, resolutions and share
certificates as are necessary to effectively implement this Agreement, including
to transfer and assign the Vendors' Voting Shares to the Purchaser, free and
clear of all Liens, including:
(a) certified copies of resolutions of the directors of the Company
authorizing the transfer of the Vendors' Voting Shares and the registration of
the Vendors' Voting Shares in the name of the Purchaser and authorizing the
issue of new share certificates representing the Vendors' Voting Shares in the
name of the Purchaser;
(b) share certificates representing the Vendors' Voting Shares in the name
of the Vendors, duly endorsed for transfer to the Purchaser;
(c) duly issued share certificates in the name of the Purchaser representing
the Vendors' Voting Shares;
(d) resignations in writing of any of the directors and officers and signing
officers of the Company as may be requested by the Purchaser;
(e) all corporate records and books of account of the Company including,
minute books, share register books, share certificate books and annual reports;
(f) releases, in form and substance satisfactory to the Purchaser, acting
reasonably, executed by the Vendors in favour of the Company releasing the
Company from any and all manner of actions, causes of action, suits,
proceedings, debts, dues, profits, expenses, contracts, damages, claims, demands
and liabilities whatsoever, in law or equity, which the Vendors ever had, now
has, or may have against either of the Company for or by reason of any matter,
cause or thing whatsoever done or omitted to be done by the Company up to the
Closing other than in respect of obligations of the Company to the Vendors
arising in respect of:
(i) earned but unpaid salary and unpaid benefits for the then current pay
period; and
(ii) any obligations pursuant to indemnities granted to the Vendors by a
Company in connection with their acts as directors of the Company provided that
such indemnities shall be ineffective in respect of any act or omission which
would constitute a default or breach pursuant to this Agreement or which render
any representation or warranty given hereunder untrue or inaccurate;
(g) a closing warranty and certificate from the Vendors confirming that the
conditions to be satisfied by the Vendors, unless waived, set out in Section
11.1 have been satisfied at the Closing and that all representations and
warranties of the Vendors contained in this Agreement are true at and as of the
Closing;
(h) a certificate from the Vendors confirming the amount of the Accounts
Receivable;
(i) an opinion of the Vendors' Solicitors addressed to the Purchaser and the
Purchaser's Solicitors in a form reasonably satisfactory to the Purchaser's
solicitors;
(j) all such other documents and instruments as the Purchaser's Solicitors
may reasonably require.
13. TRANSACTIONS OF THE PURCHASER AT THE CLOSING
13.1 The Purchaser will deliver the following at the Closing:
(a) U.S. $100,000 in cash, certified cheque or solicitor's trust cheque;
(b) The Promissory Note;
(c) an opinion of the Purchaser's Solicitors addressed to the Vendors and
the Vendors' Solicitors in a form reasonably satisfactory to the Vendors'
solicitors; and
(d) all such other documents and instruments as the Vendors' Solicitors may
reasonably require.
14. POST CLOSING AGREEMENTS
14.1 Subject to Section 10.1 herein the Vendors will indemnify and hold
harmless the Purchaser from and against:
(a) any and all losses, damages or deficiencies resulting from any
misrepresentation, breach of warranty or non-fulfilment of any covenant on the
part of the Vendors under this Agreement or from any misrepresentation in or
omission from any certificate or other instrument furnished or to be furnished
to the Purchaser hereunder;
(b) any and all actions, suits, proceedings, demands, assessments,
judgments, costs and legal and other expenses incidental to any of the foregoing
whose cause existed as of the Closing Date;
and the Purchaser is hereby authorized to settle such claims and make any
payment in relation thereto as the Purchaser reasonably sees fit after
consulting and reasonably inquiring of the Vendors, and all moneys so paid or
any losses, costs or expenses so incurred by the Purchaser will constitute
indebtedness of the Vendors to the Purchaser hereunder. The Purchaser will be
entitled to set off against sums owed by the Purchaser to the Vendors hereunder
or under any documents delivered hereunder, any amounts owed by the Vendors to
the Purchaser hereunder until the sums owed by the Vendors to the Purchaser
hereunder are completely set off.
14.2 The Vendors will provide reasonable assistance in preparing and filing
all financial statements, tax returns and other documents required by law in
respect of any government charges or in respect of any domestic or foreign
federal, provincial, municipal, state, territorial or other taxing statute for
fiscal periods of the Company ending for tax purposes on or before the time of
Closing.
15. TIME OF THE ESSENCE
15.1 Time is of the essence of this Agreement.
16. FURTHER ASSURANCES
16.1 The parties will execute and deliver all such further documents and
instruments and do all such acts and things as may be reasonably necessary or
required to carry out the full intent and meaning of this Agreement and to
effect the transactions contemplated by this Agreement.
17. SUCCESSORS AND ASSIGNS
17.1 This Agreement will enure to the benefit of and be binding upon the
parties hereto and their respective heirs, executors, administrators, successors
and permitted assigns. This Agreement may not be assigned by a party hereto
without the prior written consent of the other parties.
18. COUNTERPARTS
18.1 This Agreement may be executed in several counterparts and by fax
transmission, each of which will be deemed to be an original and all of which
will together constitute one and the same instrument.
19. NOTICE
19.1 Any notice required or permitted to be given under this Agreement will
be validly given if in writing and delivered or sent by pre-paid registered
mail, to the parties at their addresses first above written or to such other
address as any party may specify in writing to the other parties.
19.2 Any notice delivered on a business day will be deemed conclusively to
have been effectively given on the date notice was delivered.
19.3 Any notice sent by prepaid registered mail will be deemed conclusively
to have been effectively given on the third business day after posting; but if
at the time of posting or between the time of posting and the third business day
thereafter there is a labour disturbance affecting postal service, then the
notice will not be effectively given until actually delivered.
20. AGENTS
20.1 The Vendors covenants to the Purchaser that any compensation due to any
agent or other intermediary engaged by the Vendors in connection with the
purchase and sale herein contemplated, will be their sole responsibility and
will indemnify and hold harmless Purchaser from any liabilities related to such
agent or intermediary.
21. ENTIRE AGREEMENT
21.1 This Agreement contains the sole and entire agreement between the
parties and any modifications must be in writing and signed by each party. The
parties will in good faith investigate and negotiate the most tax effective
method of carrying out the intentions of this Agreement.
22. CURRENCY
22.1 All references to monies herein are to United States currency.
23. TENDER
23.1 Tender may be made upon the Vendors or Purchaser or upon the Vendors'
Solicitors or Purchaser's Solicitors and money may be tendered by cheque
certified by a chartered bank.
24. PROPER LAW
24.1 This Agreement will be governed by and construed in accordance with the
laws of Delaware and the parties will attorn to the jurisdictions of the Courts
thereof.
IN WITNESS WHEREOF the parties have caused this Agreement to be executed
effective as of the date first written above.
EFINANCIAL XXXXX.XXX, INC., by
its authorized signatory
Per: /s/ Xxxx Xxxxxx
Name: Xxxx Xxxxxx
Title: President
/s/ Xxxxxxxx Xxxxxxx
XXXXXXXX XXXXXXX
/s/ Xxxxxx Xxxxxxxx
XXXXXX XXXXXXXX
SCHEDULE "A"
BUSINESS ASSETS
-grey fabric guest chairs x 11
-grey fabric guest chairs on wheels x 5
-blue fabric guest chairs x 12
-blue fabric guest chairs on wheels x 3
-blue fabric high back executive chairs on wheels x 2
-light oak wood credenza x 2
-wood, black vinyl credenza x 1
-executive oak & black vinyl credenza x 2
-executive oak & black vinyl 2 pedestal desk x 2
-light oak L shaped desk/workstation x 1
-2 pedestal light oak desk x 1
-1 pedestal light oak desk x 1
-2 pedestal wood desk x 2
-2 pedestal wood & metal desk x 1
-1 pedestal wood & metal desk x 1
-Large light oak conference room desk x 1
-2 drawer oak file cabinet x 2
-2 drawer wood filing cabinet x 1
-wide 2 drawer black metal filing cabinet x 1
-2 drawer grey metal filing cabinet x 1
-wide 3 drawer cream metal filing cabinet x 4
-wide 5 drawer cream metal filing cabinet x 1
-2 tier wood shelf unit x 1
-5 tier wood shelf unit x 1
-2 tier metal shelf unit x 1
-light oak end table x 1
-pictures framed (various) x 25
-plants hanging x 10
-potted floor plants x 23
-grey partition wall x 1
-plastic trash cans x 11
-bar fridge serial #CRM2674667 x 1
-panasonic microwave oven
serial #AW633700184 x 1
-norstar feature set M7310 (telephones) x 9
-AOC Display Monitor
Serial #JCS63414204 x 1
-Mitsumi keyboard
Serial #KPQEA4ZAGA8H1425 x 1
-PCX - PCU
Serial #P6X1205M x 1
-Hewlett Packard Laser Set Jet Series II printer
Serial #2851J47446 x 1
-IBM Power Typewriter
Serial #4L113948 x 1
-Fellowes paper shredder
Serial #040970609A10700276762 x 1
SCHEDULE "B"
CONTRACTS
Morty Systems Inc.
Computers
Dated: Feb. 9, 2000
Licence Agreement
Newcourt Financial Ltd.
Photocopier
Dated: July 1, 1999
Lease Agreement: Term 48 mths
Quarterly payments of $924.48
Danka
Fax machine
Dated: Sept. 14, 1998
Lease Agreement: Term 36 mths.
Quarterly payments of $315.58
GMAC (Auto)
1998 Cadillac Elderado
Dated: Feb. 3, 1998
Lease Agreement: Term 36 mths.
Monthly payments of $998.11
Arrowhead Spring Water
Water Cooler
Dated: Jan. 1994
Rental Agreement
Annual payments of $105.93
SCHEDULE "C"
FINANCIAL STATEMENTS
FINANCIAL STATEMENTS
WESTCOR MORTGAGE INC.
January 31, 2000 and 1999 (unaudited) and April 30, 1999
(U.S. dollars)
SCHEDULE "D"
PERMITTED LIENS
There is a General Security Agreement placing a charge on the assets of Westcor
to secure a revolving operating loan at:
Alberta Treasury Branch
000 - 0 Xxx. XX
Xxxxxxx, Xxxxxxx
X0X 0X0
SCHEDULE "E"
AUTHORIZED AND ISSUED CAPITAL
Authorized Capital: Unlimited number of Class A shares, Class B shares,
Class C shares, and Exchangeable Shares.
Issued and Outstanding: 100,000 Class A shares
301,200 Exchangeable Shares
SCHEDULE "F"
DIRECTORS AND OFFICERS
Xxxxxxxx Xxxxxxx, President and Director
Xxxxxx Xxxxxxxx, Chief Financial Officer
SCHEDULE "G"
BANKING ARRANGEMENTS
General Account is at: Alberta Treasury Branch
000 - 0 Xxx XX
Xxxxxxx, Xxxxxxx
X0X 0X0
Transit #7609
Account #0000000-25
Trust Account is at: Alberta Treasury Branch
0000 - 00 Xxx XX
Xxxxxxx, Xxxxxxx
X0X 0X0
Transit #7509
Account #0000000
SCHEDULE "H"
INTELLECTUAL PROPERTY
A) Patents and Patent Applications:
Nil.
B) Trade Application #1,033,061
Trade Xxxx - Westcor Mortgage.
C) Service Marks Application dated 2/29/00.
Dated: Feb. 29/00, Filed: Feb. 29/00.
D) Registered Copyrights and Copyright Application:
Nil.
E) Internet Domain Registration
xxxxxxxxxxxxxxx.xxx/
Period covered: Dec. 4/98 to Dec. 4/2000.
xxxxxxxxxxxxxxx.xxx
Period covered: Oct. 15/99 to Oct. 15/2001.
SCHEDULE "I"
CONTRACTS RELATING TO INTELLECTUAL PROPERTY
Nil
SCHEDULE "J"
EMPLOYEE LIST AND INCOME
Xxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxx
Position: President/Manager Position: CEO
Employed since: April 1992 Employed since: Feb. 1978
Salary: $261,460.00 Salary: $91,000.00
Management Fees: $30,000.00
Xxxxxxx XxXxxxx Xxxxxx Xxxx
Position: Receptionist/Office Clerk Position: Bookkeeper
Employed since: June 1994 Employed since: June 1994
Salary: $27,600.00 Salary: $9,499.40
Xxxxx Xxxxx Xxxxxx Xxxxxxxxxx
Position: Funder Position: Funder
Employed since: Dec. 1998 Employed since: April 1995
Salary: $36,000.00 Salary: $36,000.00
Bonus: $2,375.00 Bonus: $5,449.00
Xxxxx Xxxxxxxxxx Xxxxx Xxxxxx
Position: Sales Representative Position: Sales Representative
Employed since: Aug. 1997 Employed since: July 1997
50% commission fees on Finders 50% commission fees on Finders
Fees & Brokerage Fees Fees & Brokerage Fees
Xxxxxx Xxxxx
Position: Sales Representative
Employed since: Feb. 29/00
(previously with Westcor Mar. 1992 - June/97)
50% commission fees on Finders
Fees & Brokerage Fees
EMPLOYEE BENEFIT PLAN
NIL
SCHEDULE "K"
PENSION PLAN
Nil
SCHEDULE "L"
LITIGATION
Nil
SCHEDULE "M"
EXCLUDED ASSETS
Nil
SCHEDULE "N"
CONSENTS
Nil
SCHEDULE "O"
PROMISSORY NOTE
NON-NEGOTIABLE
PROMISSORY NOTE
For value received, EFinancial Xxxxx.xxx, Inc. (the "Borrower"), a
Delaware corporation, promises to pay to the order of Xxxxxxxx Xxxxxxx and
Xxxxxx Xxxxxxxx (the "Lenders") at Calgary, Alberta, in lawful money of the
United States of America, the principal amount of Four Hundred Ninety-Two
Thousand Six Hundred Thirty-Six Dollars Forty Cents ($492,636.40).
The Borrower promises to pay to the Lenders the principal amount in
the amounts and at the times indicated in the following table:
Date Payment Amount
---- --------------
July 1, 2000 $100,000.00
August 1, 2000 $100,000.00
September 1, 2000 $100,000.00
October 1, 2000 $100,000.00
November 1, 2000 $92,636.40
The Borrower shall be entitled to pay at any time the full amount
outstanding, or any part thereof without notice, bonus or penalty.
In case of default of payment, interest will accrue on the outstanding
balance at the rate of 1% per month, and the Lender shall give the Borrower
notice of default. The Borrower shall have 10 days from the date of receipt of
the notice of default to rectify the default (the "Cure Period"). If the
default has not been rectified within the Cure Period, then the entire balance
then outstanding together with accrued interest shall, at the option of the
Lender, become forthwith due and payable.
DATED at ____________________, this _____ day of __________, 2000
EFINANCIAL XXXXX.XXX, INC.
Per:
