E-20
Exhibit No. 13
Form 10-SB
Amendment No. 1
XXX, Inc.
File No. 0-26917
RESTRUCTURING AGREEMENT
This Restructuring Agreement is made and entered into this
29th day of September, 1997, by and between WEALTHNET
INCORPORATED, a Utah corporation ("Company"), XXXX XXXXX, a
stockholder of the Company ("GS"), and XXX XXXXX, a stockholder
of the Company ("RS").
Recitals
A. The Company is in the process of implementing a
proposed business reorganization with Linguistix, Inc., a Utah
corporation ("Linguistix"), pursuant to which the Company will be
merged with a subsidiary of Linguistix and the stockholders of
the Company will receive common stock of Linguistix, all for the
purpose of facilitating the transition of the Company from a
private to public corporation. This change will enhance the
ability of the Company and Linguistix to obtain additional
capital through offers and sales of equity securities, the
proceeds of which will be used to pay outstanding debt
obligations to GS and be used in the operations of the Company to
improve the value of the Company and Linguistix for the
stockholders, including GS and RS.
B. The ability of Linguistix to succeed with its future
financing is dependent, in part, on its capitalization. In order
to improve the capitalization of Linguistix and enhance its
ability to raise capital which will directly and indirectly
benefit GS and RS, GS and RS are prepared to restructure their
respective debt and equity relationships with the Company and
Linguistix as provided herein.
Agreement
Now, therefore, in consideration of the foregoing recitals
incorporated herein and the terms and conditions hereinafter set
forth, the parties hereto agree as follows:
1. Stock Cancellation. On or before October 1, 1997, GS
shall surrender to the Company for cancellation 800,000 shares of
common stock of the Company represented by certificate number 22
by surrendering said certificate to the Company, duly endorsed by
GS and his spouse. On or before October 1, 1997, RS shall
surrender to the Company for cancellation 200,000 shares of
common stock of the Company represented by certificate number 1
by surrendering said certificate to the Company, duly endorsed by
GS and his spouse. Upon cancellation, the shares will be
returned to the authorized and unissued shares of the Company,
and neither GS nor RS nor their respective spouses shall have
right or interest in respect thereof.
2. Promissory Note. On or before October 1, 1997, the
Company shall deliver to GS a promissory note in the principal
amount of $1,300,000 in the form attached hereto as Exhibit A.
3. Miscellaneous.
(a) This Agreement shall be governed by and construed in
accordance with the laws of the state of Utah. Any action
brought to enforce any of the terms and conditions of this
Agreement or any of the exhibits attached hereto shall be brought
in the state or federal courts sitting in the State of Utah, and
the parties hereby consent to the subject matter and personal
jurisdiction of the state and federal courts in Utah.
(b) This Agreement shall be binding on and shall inure to
the benefit of the successors and assignees to the parties
hereto.
(c) This Agreement, including the exhibit hereto,
represents the entire agreement between the parties with respect
to the debt obligations of the Company to GS and the equity
ownership (and rights to acquire equity) in the Company, and all
prior negotiations, discussions, understandings, and agreements
are superseded and replaced by this Agreement.. This Agreement
alone fully and completely expresses the agreement of the parties
with respect thereto. There are no other courses of dealing,
understandings, agreements, representations, or warranties,
written or oral, except as set forth herein.
(d) In any action to enforce the terms and conditions of
this Agreement or any of the exhibits attached hereto, the
prevailing party shall be entitled to reimbursement by the non
prevailing party of all costs of such action, including
reasonable attorneys fees.
AGREED and entered into as of the day and year above
written.
WEALTHNET INCORPORATED
By /s/ Xxx Xxxxx, President
/s/ Xxxx Xxxxx
/s/ Xxx Xxxxx
ADDENDUM TO RESTRUCTURING AGREEMENT
This Addendum to the Restructuring Agreement dated September
29, 1997, is made and entered into this 21st day of November,
1997, by and between BUYERS UNITED, INC., formerly Wealthnet
Incorporated, a Utah corporation ("Company"), XXXX XXXXX, a
stockholder of the Company ("GS"), and XXX XXXXX, a stockholder
of the Company ("RS").
1. This Addendum is to correct a typographical error in
the original Restructuring Agreement. Paragraph 1 entitled
"Stock Cancellation is hereby amended to read as follows:
On or before October 1, 1997, GS shall surrender to the
Company for cancellation 400,000 shares of common stock of
the Company represented by certificate number 158 by
surrendering said certificate to the Company, duly endorsed
by GS and his spouse. On or before October 1, 1997, RS
shall surrender to the Company for cancellation 200,000
shares of common stock of the Company represented by
certificate number 1 by surrendering said certificate to the
Company, duly endorsed by GS and his spouse. Upon
cancellation, the shares will be returned to the authorized
and unissued shares of the Company, and neither GS nor RS
nor their respective spouses shall have right or interest in
respect thereof.
2. In all other respects the Restructuring Agreement shall
remain unchanged by this Addendum.
AGREED and entered into as of the day and year above
written.
BUYERS UNITED, INC.
By /s/ Xxx Xxxxx, President
/s/ Xxxx Xxxxx
/s/ Xxx Xxxxx
