EXHIBIT 2.1
ACQUISITION AGREEMENT
AGREEMENT dated August 27, 1997 (the "Agreement"), by, between and among
ASIA PACIFIC CHEMICAL ENGINEERING CORP., a company incorporated under the laws
of the State of Utah (hereinafter referred to as "APEC"); the person listed on
Exhibit A attached hereto and made a part hereof, being the sole officer of APEC
(hereinafter referred to as "MANAGEMENT"); and NEOTRIC MEDIA, INC. d/b/a
Interactive Objects, Inc., a company incorporated under the laws of the State of
Washington (hereinafter referred to as "IOI"); and the persons listed on Exhibit
A-1 attached hereto and made a part hereof, (hereinafter referred to as the
"SELLERS").
WHEREAS, the SELLERS own a total of 782,600 shares of common stock, no par
value, of IOI, said shares being 100% of the issued and outstanding common stock
of IOI; and
WHEREAS, the SELLERS desire to sell and APEC desires to purchase one
hundred (100%) percent of such shares;
NOW, THEREFORE, in consideration of the mutual covenants, agreements,
representations and warranties herein contained, the parties hereby agree as
follows:
1. Purchase and Sale. The SELLERS hereby agree to sell, transfer, assign
and convey to APEC and APEC hereby agrees to purchase and acquire from the
SELLERS, a total of 782,600 shares of Common Stock of IOI, which equals one
hundred percent (100%) percent of all of IOI's currently issued and outstanding
common stock (the "IOI" Common Shares"), in a tax-free stock-for-stock
acquisition.
2. Purchase Price. The aggregate purchase price to be paid by APEC for
the IOI Common Shares shall be 7,460,800 shares of APEC voting common stock (the
"APEC Common Shares"). The APEC Common Shares will be issued to the individual
SELLERS in accordance with Exhibit A-1 attached hereto.
3. Warranties, Representations and Covenants of IOI and IOI PRINCIPALS.
In order to induce APEC to enter into this Agreement and to complete the
transaction contemplated hereby, IOI represents to APEC that:
(a) Organization and Standing. IOI is a corporation duly organized,
validly existing and in good standing under the laws of the State of Washington,
is qualified to do business a foreign corporation in every other state or
jurisdiction in which it operates to the extent required by the laws of such
states and jurisdictions, and has full power and authority to carry on its
business as now conducted and to own and operate its assets, properties and
business. Attached hereto as Exhibit B are true and correct copies of IOI's
Certificate of Incorporation, amendments thereto and all current By-laws of IOI.
No change thereto will be made in any of the Exhibit B documents before the
Closing. IOI has no subsidiaries or any investments or ownership interests in
any corporation, partnership, joint venture or other business enterprise which
is material to its business.
(b) Capitalization. As of the Closing Date IOI's entire authorized
equity capital consists of 1,000,000 shares of Common Stock, no par value, of
which 782,600 shares of Common Stock will be outstanding as of the Closing. As
of the Closing Date, there will be no other voting or equity securities
authorized or issued, nor any authorized or issued securities convertible into
voting stock, and no outstanding subscriptions, warrants, calls, options,
rights, commitments or agreements by which IOI or the SELLERS are bound, calling
for the issuance of any additional shares of common stock or any other voting or
equity security, except as set forth in Exhibit IOI-S, attached hereto. The
782,600 issued and outstanding IOI Common Shares to be transferred by SELLERS
constitutes one hundred (100.0%) percent of the currently issued and outstanding
shares of Common Stock of IOI, which includes, inter alia, that same percentage
of IOI's voting power, right to receive dividends, when, as and if declared and
paid, and the right to receive the proceeds of liquidation attributable to
common stock, if any. After becoming management of APEC, IOI's management will
not further reverse split APEC's common stock for at least 12 months.
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(c) Ownership of IOI Shares. Each SELLER warrants and represents,
severally, that as of the date hereof, such SELLER is the sole owner of the IOI
Common Shares listed by his or her name on Exhibit A-1, free and clear of all
liens, encumbrances, and restrictions whatsoever, except that the IOI Common
Shares so listed have not been registered under the Securities Act of 1933, as
amended (the "33 Act"), or any applicable State Securities laws. By SELLERS'
transfer of the IOI Common Shares to APEC pursuant to this Agreement, APEC will
thereby acquire 100% of the outstanding capital stock of IOI, free and clear of
all liens, encumbrances and restrictions of any nature whatsoever, except by
reason of the fact that the IOI Common Shares will not have been registered
under the "33 Act, or any applicable State securities laws.
(d) Taxes. IOI has filed all federal, state and local income or
other tax returns and reports that it is required to file with all governmental
agencies, wherever situate, and has paid or accrued for payment all taxes as
shown on such returns, such that a failure to file, pay or accrue will not have
a material adverse effect on IOI. IOI's income tax returns have never been
audited by an authority empowered to do so.
(e) Pending Actions. There are no material legal actions, lawsuits,
proceedings or investigations, either administrative or judicial, pending or to
the best of IOI's knowledge, threatened, against or affecting IOI, that arise
out of the operation of IOI, except as described in Exhibit C attached hereto.
IOI is not knowingly in material violation of any law, material ordinance or
regulation of any kind whatever, including, but not limited to laws, rules and
regulations governing the sale of its services, the `33 Act, the Securities
Exchange Act of 1934, as amended (the "34 Act"), the Rules and Regulations of
the U.S. Securities and Exchange Commission ("SEC"), or the Securities Laws and
Regulations of any state or nation.
(f) Governmental Regulation. IOI holds the licenses and
registrations set forth on Exhibit D hereto from the jurisdictions set forth
therein, which licenses and registrations are all of the licenses and
registrations necessary to permit IOI to conducts its current business. All of
such licenses and registrations are in full force and effect, and there are no
proceedings, hearings or other actions pending that may affect the validity or
continuation of any of them. No approval of any other trade or professional
association or agency of government other than as set forth on Exhibit D is
required for any of the transactions affected by this Agreement, and the
completion of the transactions contemplated by this Agreement will not, in and
of themselves, affect or jeopardize the validity or continuation of any of them.
(g) Ownership of Assets. Except as set forth in Exhibit E attached
hereto, IOI has good, marketable title, without any liens or encumbrances of any
nature whatever, to all of the following, if any: its assets, properties and
rights of every type and description, including, without limitation, all cash on
hand and in banks, certificates of deposit, stocks, bonds, and other securities,
good will, customer lists, its corporate name and all variants thereof,
trademarks and trade names, copyrights and interests thereunder, licenses and
registrations, pending licenses and permits and applications therefor,
inventions, processes, know-how, trade secrets, real estate and interests
therein and improvements thereto, machinery, equipment, vehicles, notes and
accounts receivable, fixtures, rights under agreements and leases, franchises,
all rights and claims under insurance policies and other contracts of whatever
nature, rights in funds of whatever nature, books and records and all other
property and rights of every kind and nature owned or held by IOI as of this
date, and will continue to hold such title on and after the completion of the
transactions contemplated by this Agreement, nor, except in the ordinary course
of its business, has IOI disposed of any such asset since the date of the most
recent balance sheet described in Section 3(c) of this Agreement.
(h) No Interest in Suppliers, Customers, Landlords or Competitors.
Neither the IOI PRINCIPALS nor any member of their families have any material
interest of any nature whatever in any supplier, customer, landlord or
competitor of IOI.
(i) No Debt Owed by IOI to IOI PRINCIPALS. Except as set forth in
Exhibit F attached hereto, IOI does not owe any money, securities, or property
to either the IOI PRINCIPALS or any member of their families or to any company
controlled by such a person, directly or indirectly. To the extent that IOI may
have any undisclosed liability to pay any sum or property to any such person or
entity or any member of their families such liability is hereby forever
irrevocably released and discharged.
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(j) Corporate Records. All of IOI's books and records, including,
without limitation, its books of account, corporate records, minute book, stock
certificate books and other records are up-to-date, complete and reflect
accurately and fairly the conduct of its business in all material respects since
its date of incorporation.
(k) No Misleading Statements or Omissions. Neither this Agreement
nor any financial statement, exhibit, schedule or document attached hereto or
presented to APEC in connection herewith, contains any materially misleading
statement, or omits any fact or statement necessary to make the other statements
or facts therein set forth not materially misleading to the best of their
knowledge based on prudent business analysis.
(l) Validity of this Agreement. All corporate and other proceedings
required to be taken by the SELLERS and by IOI in order to enter into and carry
out this Agreement have been duly and properly taken. This Agreement has been
duly executed by the SELLERS and by IOI, and constitutes the valid and binding
obligation of each of them, enforceable in accordance with its terms except to
the extent limited by applicable bankruptcy, reorganization, insolvency,
moratorium or other laws relating to or effecting generally the enforcement of
creditors rights. The execution and delivery of this Agreement and the carrying
out of its purposes will not result in the breach of any of the terms or
conditions of, or constitute a default under or violate, IOI's Certificate of
Incorporation or By-laws, or any material agreement, lease, mortgage, bond,
indenture, license or other material document or undertaking, oral or written,
to which IOI or the SELLERS is a party or is bound or may be affected, nor will
such execution, delivery and carrying out violate any law, rule or regulation or
any order, writ, injunction or decree, of any court, regulatory agency or other
governmental body; and the business now conducted by IOI can continue to be so
conducted after completion of the transaction contemplated hereby, with IOI as a
wholly-owned subsidiary of APEC.
(m) Consents and Approvals; Compliance with Laws. Neither IOI nor
the SELLERS are required to make any filing with, or obtain the consent or
approval of, any person or entity as a condition to the consummation of the
transactions contemplated by this Agreement. The business of IOI has been
operated in material compliance with all laws, rules, and regulations applicable
to its business, including, without limitation, those related to securities
matters, trade matters, environmental matters, public health and safety, and
labor and employment.
(n) Access to Books and Records. APEC will have full and free access
to IOI's books during the course of this transaction prior to Closing, during
regular business hours, on reasonable notice.
(o) IOI Financial Statements. Before the Closing, IOI's unaudited
financial statements as of and for the period from inception to July 31, 1997
are acceptable. IOI's audited financial statements as at the Closing date will
be provided to APEC within 45 days after Closing; the IOI financial statements
will accurately describe IOI's financial position as of the dates thereof. The
IOI financial statements will have been prepared in accordance with generally
accepted accounting principles in the United States ("GAAP") (or as permitted by
regulation S-X, S-B, and/or the rules promulgated under the '33 Act and the '34
Act) and for the period from inception to July 31, 1997 audited by independent
certified public accountants with SEC experience.
(p) IOI's Corporate Summary. IOI's Business Plan, dated August 1997
(attached hereto as Exhibit L) accurately describes IOI's business, assets,
proposed operations and management as of the date thereof; since the date of the
Corporate Plan, there has been no material adverse change in the Business Plan
and no material adverse change in IOI; provided that no warranties or
representations are made as to any financial projections.
4. Warranties, Representations and Covenants of APEC and MANAGEMENT of
APEC ("MANAGEMENT"). In order to induce the SELLERS and IOI to enter into this
Agreement and to complete the transaction contemplated hereby, APEC and
MANAGEMENT jointly and severally warrant, represent and covenant to IOI and
SELLERS that:
(a) Organization and Standing. APEC is a corporation duly organized,
validly existing and in good standing under the laws of the State of Utah, is
qualified to do business as a foreign corporation in every other state and
jurisdiction in which it operates to the extent required by laws of such states
or jurisdictions, and has full power and authority to carry on its business as
now conducted and to own and operate its assets, properties and business. APEC
has no subsidiaries or any other investments or ownership interests in any
corporation, partnership, joint venture or other business enterprise.
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(b) Capitalization. APEC's entire authorized equity capital consists
of 50,000,000 shares of voting common stock, $0.0015 par value and 2,000,000
shares of preferred stock, $.01 par value. At or as of the Closing, the existing
APEC Board of Directors will authorize the issuance of (i) 7,460,800 restricted
shares to IOI's shareholders; (ii) 150,000 Rule 504 warrants to Pan American
Securities Limited shall be exercised at a price of $1.50 per share within a
term not exceeding 30 days; (iii) 150,000 Rule 504 warrants to Pan American
Securities shall be exercised at a price of $1.50 per share within a term not
exceeding 60 days; (iv) 150,000 Rule 504 warrants to Matrix Securities Pty. Ltd.
shall be exercised at a price of $1.50 per share within a term not exceeding 90
days; (v) 50,000 Rule 504 warrants and 100,000 Section 4(2) warrants to Matrix
Securities Pty. Ltd. Shall be exercised at a price of $1.50 per share within a
term not exceeding 120 days; and (vii) 500,000 employee stock options to be
issued to IOI designees pursuant to an Agreement dated July 1997, signed between
Interactive Objects, Inc. and Northwest Capital Partners, L.L.C. The intent of
all parties named herein is to exercise the warrants within the specified time
period. As of the Closing, APEC will have authorized 50,000,000 shares of Common
Stock, $0.0015 par value and 2,000,000 share of preferred stock, $.01 par value;
and will have issued and outstanding 12,132,310 shares of voting common stock,
$.0015 par value and no shares of preferred stock issued. Upon issuance, all of
the APEC Common Stock will be validly issued, fully paid and non-assessable. The
relative rights and preferences of APEC's equity securities are set forth on the
Certificate of Incorporation, as amended and APEC's By-laws (Exhibit H hereto).
There are no other voting or equity securities authorized or issued, nor any
authorized or issued securities convertible into voting stock, and no
outstanding subscriptions, warrants, calls, options, rights, commitments or
agreements by which APEC is bound, calling for the issuance of any additional
shares of common stock or any other voting or equity security. The By-laws of
APEC provide that a simple majority of the shares voting at a stockholders'
meeting at which a quorum is present may elect all of the directors of APEC.
Cumulative voting is not proved for by the By-laws or Certificate of
Incorporation of APEC. Accordingly, as of the Closing the 7,460,800 shares being
issued to and acquired by the SELLERS will constitute 61.50% of the 12,132,310
shares of APEC which will then be issued and outstanding which includes, inter
alia, that same percentage of APEC's voting power (subject to the provisions
regarding cumulative rights), right to receive dividends, when, as and if
declared and paid, and the right to receive the proceeds of liquidation
attributable to common stock, if any.
(c) Ownership of Shares. By APEC's issuance of the APEC Common
Shares to the SELLERS pursuant to this Agreement, the SELLERS will thereby
acquire good, absolute marketable title thereto, free and clear of all liens,
encumbrances and restrictions of any nature whatsoever, except by reason of the
fact that such APEC shares will not have been registered under the '33 Act, or
any applicable state securities laws.
(d) Significant Agreements. APEC is not and will not at Closing be
bound by any contracts, obligations, leases or agreements of any kind including,
without limitations, the following:
(i) Employment, advisory or consulting contract (except as
described in Section 12 herein);
(ii) Plan providing for employee benefits of any nature;
(iii) Lease with respect to any property or equipment;
(iv) Contract or commitment for any current expenditure;
(v) Contract or commitment pursuant to which it has assumed,
guaranteed, endorsed, or otherwise become liable for any obligation or
any other person, firm or organization;
(vi) Contract, agreement, understanding, commitment or
arrangement, other than in the normal course of business, not set
forth in this Agreement or an Exhibit hereto;
(vii) Agreement with any person relating to the dividend,
purchase or sale of securities, that has not been settled by the
delivery of payment of securities when due, and which remains
unsettled upon the date of this Agreement.
(e) Taxes. APC has filed all federal, state and local income or
other tax returns and reports that is required to file with all governmental
agencies, wherever situate, and has paid all taxes as shown on such
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returns. All of such returns are true and complete. APEC's income tax returns
have been audited by any authority empowered to do so.
(f) Absence of Liabilities. At and as of the Closing Date APEC will
have no liabilities of any kind or nature, fixed or contingent, except for the
costs, including legal and accounting fees and other expenses, in connection
with this transaction, for which APEC agrees to be responsible and to pay in
full at or before the Closing not to exceed $5,000.00.
(g) No Pending Actions. To the best of management's knowledge, there
are no legal actions, lawsuits, proceedings or investigations, either
administrative or judicial, pending or threatened, against or affecting APEC, or
against any of the APEC MANAGEMENT and arising out of their own operation of
APEC. APEC has been in compliance with, and has not received notice of violation
of any law, ordinance or regulation of any kind whatever, including, but not
limited to, the '33 Act, the '34 Act, the Rules and Regulations of the SEC, or
the Securities Laws and Regulations of any state. APEC is not an investment
company as defined in, or otherwise subject to regulation under, the Investment
Company Act of 1940. APEC is not required to file reports pursuant to either
Section 13 or Section 15(d) of the '34 Act.
(h) Corporate Records. All of APEC's books and records, including,
without limitation, its books of account, corporate records, minute book, stock
certificate books and other records are up-to-date, complete and reflect
accurately and fairly the conduct of its business in all respects since its date
of incorporation; all of said books and records will be made available for
inspection by IOI's authorized representatives prior to the Closing as provided
by Section 4(l) herein, and will be delivered to APEC's new management at the
Closing;
(i) No Misleading Statements or Omissions. Neither this Agreement
nor any financial statement, exhibit, schedule or document attached hereto or
presented IOI in connection herewith contains any materially misleading
statement, or omits any fact or statement necessary to make the other statements
or facts therein set forth not materially misleading.
(j) Validity of this Agreement. All corporate and other proceedings
required to be taken by APEC in order to enter into and carry out this Agreement
will have been duly and properly taken at or before the Closing. This Agreement
has been duly executed by APEC, and constitutes a valid and binding obligation
of APEC enforceable in accordance with its terms. The execution and delivery of
this Agreement and the carrying out of its purposes will not result in the
breach of any of the terms or conditions of, or constitute a default under or
violate, APEC's Certificate of Incorporation or By-laws, or any agreement,
lease, mortgage, bond, indenture, license or other document or undertaking, oral
or written, to which APEC is a party or is bound or may be affected, nor will
such execution, delivery and carrying out violate any law, rule or regulation or
any order, writ, injunction or decree of any court, regulatory agency or other
governmental body.
(k) Consents and Approvals; Compliance with Laws. Neither APEC nor
MANAGEMENT is required to make any filing with, or obtain the consent or
approval of, any person or entity as a condition to the consummation of the
transactions contemplated by this Agreement. The business of APEC has been
operated in compliance with all laws, rules, and regulations applicable to its
business, including, without limitation, those related to securities matters,
trade matters, environmental matters, public health and safety, and labor
employment.
(l) Issuance of Common Stock and Warrants. All past issuances of
common stock and warrants by APEC described in this Agreement has been in full
compliance with all Federal and State securities laws.
(m) Access to Books and Records. IOI and SELLERS will have full and
free access to APEC's books and records during the course of this transaction
prior to and at the Closing, on reasonable notice.
(n) APEC Financial Statements. At or before the Closing, APEC and
MANAGEMENT will provide IOI with APEC's audited financial statements for the
fiscal year ended December 31, 1996, which will be audited in accordance with
GAAP by independent certified public accountants with SEC experience, and which
comply with applicable Federal securities laws and regulations including
Regulation S-X, together with audited financial statements for the period ending
July 31, 1997.
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(o) APEC Financial Condition. As of the Closing, APEC will have
$300,000 cash assets and no liabilities.
(p) Directors' and Shareholders' Approval. Immediately upon the
signing of this Agreement, APEC's Board of Directors and Shareholders, by
meeting or consent, will duly and properly authorize the matters described in
section 7(a)(iv) herein.
(q) The APEC Shares. All of the APEC Common Shares issued to SELLERS
shall be validly issued, fully-paid non-assessable shares of AXPE Common Stock,
with full voting rights, dividend rights, and right to receive the proceeds of
liquidation, if any, as set forth in APEC's Certificate of Incorporation.
(r) Trading of APEC Stock. APEC's common stock is now and as of the
Closing will be traded on the OTC Bulletin Board (Symbol: AXPE); no further
action must be taken before the Closing for continued trading on the Bulletin
Board.
5. Term: Indemnification. All representations, warranties, covenants
and agreements made herein and in the exhibits attached hereto shall survive the
execution and delivery of this Agreement and payment pursuant thereto.
MANAGEMENT and IOI MANAGEMENT ("management") of both parties to the Agreement
hereby agree, jointly and severally, to indemnify, defend, and hold harmless
APEC, IOI, and the SELLERS from and against any damage, loss liability, or
expense (including, without limitation, reasonable expenses of investigation and
reasonable attorney's fees) arising out of any material breach of any
representation, warranty, covenant, or agreement made by MANAGEMENT or
management in this Agreement.
6. Restricted Shares; Legend. All of the APEC Common Shares issued to
SELLERS hereunder will be "restricted securities" as defined in Rule 144 under
the '33 Act; and each stock certificate issued to SELLERS hereunder will bear
the usual restrictive legend to such effect. Appropriate Stop Transfer
instructions will be given to APEC's stock transfer agent.
7. Conditions Precedent to Closing. (a) The obligations of IOI and the
SELLERS under this Agreement shall be and are subject to fulfillment, prior to
or at the Closing, of each of the following conditions:
(i) That APEC's and MANAGEMENT's representations and
warranties contained herein shall be true and correct at the time of Closing as
if such representations and warranties were made at such time, and MANAGEMENT
will deliver an executed certification confirming the foregoing:
(ii) That APEC and MANAGEMENT shall have performed or complied
with all agreements, terms and conditions required by this Agreement to be
performed or complied with by them prior to or at the time of Closing;
(iii) That APEC's directors and shareholders, by proper and
sufficient vote taken either by consent or at a meeting duly and properly called
and held, shall have properly approved all of the matters required to be
approved by APEC's directors and shareholders, respectively;
(iv) That APEC's Board of Directors, by proper and sufficient
vote, shall have approved this Agreement and the transactions contemplated
hereby; approved the change of APEC's corporate name to a name selected by IOI;
approved the resignation of all of APEC's current directors and the election of
up to three designees of IOI to serve as directors in place of APEC's current
directors; and will have approved such other changes as are consistent with this
Agreement and approved by IOI and APEC; and
(b) The obligation of APEC and MANAGEMENT under this Agreement shall
be and are subject to fulfillment, prior to or at the Closing of each of the
following conditions :
(i) That IOI's and SELLERS' representations and warranties
contained herein shall be true and correct at the time of Closing as if such
representations and warranties were made at such time and IOI and the IOI
PRINCIPALS shall deliver an executed certification confirming the foregoing;
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(ii) That IOI and IOI PRINCIPALS shall have performed or
complied with all agreements, terms and conditions required by this Agreement to
be performed or complied with by them prior to or at the time of Closing; and
(iii) that IOI's officers will have signed non-compete clauses
in the form attached hereto as Exhibit J.
(iv) That IOI's officers shall provide any existing employment
agreements which are attached hereto as Exhibit H.
8. Termination. This Agreement may be terminated at any time before or
at Closing, by:
(a) The mutual agreement of the parties;
(b) Any party if:
(i) Any provision of this Agreement applicable to a party
shall be materially untrue or fail to be accomplished on
or before September 30, 1997.
(ii) Any legal proceeding shall have been instituted or shall
be imminently threatening to delay, restrain or prevent
the consummation of this Agreement.
Upon termination of this Agreement for any reason, in accordance with the
terms and conditions set forth in this paragraph, each said party shall bear all
costs and expenses as each party has incurred and no party shall be liable to
the other.
9. Exhibits. All Exhibits attached hereto are incorporated herein by
this reference as if they were set forth in their entirety.
10. Miscellaneous Provisions. This Agreement is the entire agreement
between the parties in respect of the subject matter hereof, and there are no
other agreement, written or oral, nor may this Agreement be modified except in
writing and executed by all of the parties hereto. The failure to insist upon
strict compliance with any of the terms, covenants or conditions of this
Agreement shall not be deemed a waiver or relinquishment of such right or power
at any other time or times.
11. Closing. The Closing of the transactions contemplated by this
Agreement ("Closing") shall take place at the offices of IOI, 00000 XX 00xx
Xxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxxxxx 00000, at 1:00 P.M. on the first business
day after the latter of the approval of SELLERS owning at least 80% of IOI's
Common Stock or the shareholders of APEC approving this Agreement, or such other
date as the parties hereto shall mutually agree upon. At the Closing, all of
the documents and terms referred to herein shall be exchanged.
12. Fees and Commissions. IOI and APEC represent to each other that no
broker, finder or other person or entity is entitled to any fee or commission
from APEC or IOI for services rendered on behalf of APEC or IOI in connection
with the transactions contemplated by this Agreement.
13. Governing Law. This Agreement shall be governed by and construed in
accordance with the internal laws of the State of Washington.
14. Counterparts. This Agreement may be executed in duplicate facsimile
counterparts, each of which shall be deemed an original and together shall
constitute one and the same binding Agreement, with one counterpart being
delivered to each party hereto.
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IN WITNESS WHEREOF, the parties hereto have set their hands and seals as of
the date and year above first written.
APEC, INC.
By: /s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx, President
NEOTERIC MEDIA, INC. D/B/A INTERACTIVE OBJECTS, INC.
By: /s/ Xxxx Xxxxx
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Xxxx Xxxxx, CEO and Chairman
SELLERS:
/s/ Xxxx Xxxxx /s/ Xxxxx Xxxxxxx
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Xxxx Xxxxx Xxxxx Xxxxxxx
/s/ Xxx Xxxxxxx /s/ Xxxx Xxxxxxx
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Xxx Xxxxxxx Xxxx Xxxxxxx
/s/ Xxxx Xxxxxxx /s/ Xxxxxx Xxxxxx
----------------------------- --------------------------------
Xxxx Xxxxxxx Xxxxxx Xxxxxx
/s/ Xxx Xxxxxxxxx /s/ Xxxxx Xxxx
----------------------------- --------------------------------
Xxx Xxxxxxxxx Xxxxx Xxxx
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