Exhibit 2.1
SHARE SALE AGREEMENT
QUIKCAT AUSTRALIA PTY LTD
IA GLOBAL ACQUISITION CO
IA GLOBAL, INC
QUIKCAT AUSTRALIA PTY LTD
▇▇▇▇▇-▇▇▇▇ PONTRE
CONTENTS
1. DICTIONARY AND INTERPRETATION 1
2. CURRENT QCA NOTES AND NEW QCA NOTES 4
3. ACKNOWLEDGEMENTS IN RELATION TO AMOUNTS OUTSTANDING 4
4. DISPOSAL OF INTERESTS IN QCA 4
5. SALE, PRICE AND COMPLETION 5
6. CONDITIONS PRECEDENT TO COMPLETION 5
7. COMPLETION 7
8. CONFIDENTIALITY 7
9. COSTS AND EXPENSES 8
10. GST 8
11. RELEASES 9
12. GENERAL 10
SCHEDULE ONE 1
SCHEDULE TWO 1
DATE 15 SEPTEMBER 2004
PARTIES
1. IA GLOBAL ACQUISITION CO a corporation organized under the laws of the
State of Delaware of ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ of America (IGA)
2. IA GLOBAL INC a corporation organized under the laws of the State of
Delaware of ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇ of America (IAO)
3. QUIKCAT AUSTRALIA PTY LTD (ABN 82 106 946 043) of ▇/▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (QCA)
4. ▇▇▇▇▇-▇▇▇▇ PONTRE of ▇/▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇ (PONTRE)
RECITALS
A. IAO holds the right, title and interest in the Sale Shares and has
agreed to sell, and QCA has agreed to re-purchase, the right, title and
interest in the Sale Shares on the terms set out in this agreement.
B. IAO has made unsecured loans totaling $102,000 to QCA and has
contributed $50,000 in equity capital for its 47.5% interest in QCA.
C. The parties have agreed to restructure certain debts owed to IAO by QCA
as referred to in this agreement in accordance with terms of this
agreement.
D. The parties have agreed to certain mutual releases of claims and
liabilities in accordance with terms of this agreement.
THE PARTIES AGREE
1. DICTIONARY AND INTERPRETATION
1.1 DICTIONARY
In this agreement:
CLAIM means a claim, demand, action, proceeding, judgment, damage, loss, cost,
expense or liability (direct and indirect) incurred by or to be made by a
person, howsoever arising and whether past, present, unascertained, immediate,
future or contingent.
COMPLETION means completion of the sale and purchase of the Sale Shares under
clause 7 - COMPLETION.
1
COMPLETION DATE means the date on which Completion occurs.
CONDITION means each condition set out in clause 6.1- CONDITIONS.
DOLLAR and $ means the lawful currency of the United States of America.
GST means goods and services tax under the GST Law.
GST LAW has the same meaning as in A NEW TAX SYSTEM (GOODS AND SERVICES TAX) ▇▇▇
▇▇▇▇ (Commonwealth of Australia).
LIABILITY means all actions, proceedings, accounts, rights, claims, demands,
liabilities, costs, losses and expenses of whatsoever nature, whether arising
before or after the date of this agreement and whether actual, contingent or
otherwise.
OFFICER means, in relation to a body corporate, a director or secretary of that
body corporate.
PURCHASE PRICE for the Sale Shares is US$50,000.
SALE SHARES means the shares in QCA referred to in paragraph (a) of clause 4 -
DISPOSAL OF INTERESTS IN QCA.
SECURITY INTEREST means a right, interest, power or arrangement in relation to
an asset which provides security for the payment or satisfaction of a debt,
obligation or liability including without limitation under a ▇▇▇▇ of sale,
mortgage, charge, lien, pledge, trust, power, deposit, hypothecation or
arrangement for retention of title, and includes an agreement to grant or create
any of those things.
TAX means a tax, levy, charge, impost, fee, deduction, withholding or duty of
any nature, including, without limitation, stamp and transaction duty or any
goods and services tax (including GST), value added tax or consumption tax,
which is imposed or collected by a government agency, except where the context
requires otherwise. This includes, but is not limited to, any interest, fine,
penalty, charge, fee or other amount imposed in addition to those amounts.
1.2 INTERPRETATION
(a) In this agreement unless the context otherwise requires:
(i) words importing the singular include the plural and vice
versa;
(ii) words which are gender neutral or gender specific include each
gender;
(iii) other parts of speech and grammatical forms of a word or
phrase defined in this agreement have a corresponding meaning;
2
(iv) an expression importing a natural person includes a company,
partnership, joint venture, association, corporation or other
body corporate and a government agency;
(v) a reference to a thing (including, but not limited to, a
chose-in-action or other right) includes a part of that thing;
(vi) a reference to a clause, party, schedule or attachment is a
reference to a clause of this agreement, and a party, schedule
or attachment to, this agreement and a reference to this
agreement includes a schedule and attachment to this
agreement;
(vii) a reference to a law includes a constitutional provision,
treaty, decree, convention, statute, regulation, ordinance,
by-law judgment, rule of common law or equity or a rule of an
applicable stock exchange and is a reference to that law as
amended, consolidated or replaced;
(viii) a reference to a document includes all amendments or
supplements to that document, or replacements or novations of
it;
(ix) a reference to a party to a document includes that party's
successors and permitted assigns;
(x) an agreement on the part of two or more persons binds them
jointly and severally; and
(xi) a reference to an agreement, other than this agreement,
includes an undertaking, deed, agreement or legally
enforceable arrangement or understanding, whether or not in
writing.
(b) Headings are for convenience only and do not affect the interpretation
of this agreement.
(c) This agreement may not be construed adversely to a party just because
that party prepared this agreement.
(d) A term or expression starting with a capital letter:
(i) which is defined in this agreement, has the meaning given to
it in this Dictionary;
(ii) which is defined in the GST LAW but is not defined in this
Dictionary, has the same meaning as in the GST LAW.
3
2. CURRENT QCA NOTES AND NEW QCA NOTES
(a) QCA acknowledges the amounts owing by QCA to IAO of US$74,060 and
US$25,000 (a total of US$99,060) as evidenced by the unsecured
promissory notes issued by it on 31 December 2003 and 13 February 2004
(CURRENT QCA NOTES). For identification, a copy of the Current QCA
Notes is attached as Schedule 1.
(b) In consideration of QCA entering into this agreement with IAO and in
consideration of the issue by QCA to IAO of secured promissory notes in
the form of the promissory notes in Schedule Two (NEW QCA NOTES), IAO
agrees that the Current QCA Notes will be of no further force or effect
and are hereby cancelled and replaced by the New QCA Notes.
(c) The currency of account will be United States dollars.
(d) QCA hereby covenants to that, upon the request by IAO at any time prior
to QCA raising at least US$100,000 of new equity capital, QCA will take
all steps necessary to grant IAO a Security Interest in substantially
all of the assets of QCA to secure QCA's obligations under the New QCA
Notes.
3. ACKNOWLEDGEMENTS IN RELATION TO AMOUNTS OUTSTANDING
(a) Subject to paragraph (b) below, each of IAO and IGA warrant to QCA that
no sum is owning by QCA to IAO or IGA as at the date of this agreement
other than as referred to in clause 2 - CURRENT QCA NOTES AND NEW QCA
NOTES above.
(b) Nothing in this clause 3 or clause 11 -RELEASES affects:
(i) the Internet Accelerator Assignment Agreement and the
obligations pursuant to that agreement of the parties to that
agreement; and
(ii) obligations of each of IAO, IGA and QCA pursuant to subsequent
clauses of this agreement,
these being EXCLUDED CLAIMS AND LIABILITIES.
4. DISPOSAL OF INTERESTS IN QCA
(a) IAO agrees to sell to QCA, and subject to fulfilment of the Condition
Precedent QCA agrees to buy-back, the 477,500 shares issued by QCA that
are legally and beneficially owned by IAO (the SALE SHARES), for a
consideration of US$50,000 payable by issue of the New QCA Notes as
referred to in clause 2.
(b) In paragraph (a) the CONDITION PRECEDENT is preparation and lodgement
with the Australian Securities and Investments Commission (ASIC) of all
documents necessary to effect the buy-back of the Sale Shares by QCA in
accordance with all requirements of the CORPORATIONS ▇▇▇ ▇▇▇▇ including
without
4
limitation provisions of Part 2J.1- SHARE CAPITAL REDUCTIONS AND SHARE
BUY-BACKS of that Act, QCA holding all necessary shareholder meetings
to approve the buy-back of the Sale Shares, and the expiry of the
period of 14 days referred to in section 257F of that Act.
(c) QCA agrees to do all things necessary and to file all documents
required by the CORPORATIONS ACT to effect the buy-back of the Sale
Shares.
(d) Pontre agrees to exercise her votes in QCA to effect the buy-back of
the Sale Shares.
(e) IAO warrants that:
(i) AUTHORITY: IAO has taken all necessary action to authorise the
signing, delivery and performance of this agreement and the
documents required under this agreement in accordance with
their respective terms;
(ii) POWER: IAO has power to enter into and perform its obligations
under this agreement and can do so without the consent of any
other person (or has obtained the consent of the appropriate
persons) and free of any pre-emptive rights, rights of first
refusal or any other right or claim (whether legal, equitable
or statutory) of any other person;
(iii) OWNERSHIP: IAO is the sole legal and beneficial owner of the
Sale Shares and there are no claims, actions or demands in
relation to any of the Sale Shares;
(iv) SALE SHARES: the Sale Shares are fully paid for and no money
is owing in relation to them; and
(v) SECURITY INTERESTS: No Security Interest or other third party
interest or rights exist over any of the Sale Shares.
5. SALE, PRICE AND COMPLETION
5.1 TITLE AND RISK
On Completion title and risk in the Sale Shares will pass to QCA.
6. CONDITIONS PRECEDENT TO COMPLETION
6.1 CONDITIONS PRECEDENT
IAO and QCA are only obliged to Complete if the following conditions
(CONDITIONS) are satisfied:
5
(a) each of IAO, IGA and QCA enter into the Internet Accelerator Assignment
Agreement;
(b) the Australian Securities and Investments Commission does not raise any
objection to the share buy-back, and the share buy-back is approved in
accordance with the requirements of Part 2J.1 - Share Capital
Reductions and Share Buybacks of the CORPORATIONS ▇▇▇ ▇▇▇▇ (C'th of
Australia) ; and
(c) Pontre shall have transferred to IAO 250,000 shares of common stock of
IGA for a purchase price of US$250.
6.2 SATISFACTION OF CONDITIONS
(a) BEST EFFORTS: QCA and IAO must each use their best efforts to satisfy
the Conditions.
(b) NOTICE: QCA and IAO must each promptly notify the other in writing if
it becomes aware that a Condition is satisfied or becomes incapable of
being satisfied.
(c) END-STOP DATE: QCA may terminate this agreement by not less than 3
days' written notice to IAO and IGA, and IAO and IGA together may
terminate this agreement by not less than 3 days' written notice to
QCA, if the Conditions are not:
(i) satisfied on or before seven days after the last date that the
Australian Securities and Investments Commission could notify
any objection to the share buy-back; or
(ii) waived by QCA.
(d) NO FURTHER OBLIGATIONS: On termination, no party has any further
obligations under this agreement except under:
(i) clause 8 (CONFIDENTIALITY);
(ii) clause 9 (COSTS AND EXPENSES);
(iii) clause 10 (GST);
(iv) a right or claim which arises before termination.
6
7. COMPLETION
7.1 DATE FOR COMPLETION
The parties note their intention that the Completion Date will be not earlier
than 1 October 2004 nor later than three days after the last date that the
Australian Securities and Investments Commission could notify any objection to
the share buy-back. Notwithstanding anything in this Agreement to the contrary,
QCA may, at its option, terminate this Agreement at any time prior to 1 October
2004, in its sole an absolute discretion. This Agreement shall become binding on
the parties at 12:01 am, 1 October 2004, if not terminated by QCA prior thereto.
7.2 DELIVERY OF DOCUMENTS SIGNED BY IAO
At Completion, IAO must give to QCA the following items:
(a) SHARE TRANSFER: a share transfer between QCA and IAO in respect of the
Sale Shares duly executed by IAO; and
(b) OTHER: any other document reasonably required by QCA to effect the
share repurchase.
7.3 INTERDEPENDENCE
(a) The obligations of QCA and IAO under this clause 7 are interdependent.
(b) Completion will not occur unless all obligations of QCA and IAO under
this clause 7 are complied with and fully effective.
8. CONFIDENTIALITY
A party may not disclose the provisions of this agreement or the terms of sale
of the Sale Shares to any person except:
(a) as a media announcement in the form agreed between QCA and IAO;
(b) after getting the written consent of the other parties;
(c) to its officers, employees and professional advisers; or
(d) as required by an applicable law, after first consulting with the other
parties about the form and content of the disclosure,
and must use its best endeavours to ensure all permitted disclosures are kept
confidential, other than the media announcement or a disclosure to a recognised
stock exchange.
7
9. COSTS AND EXPENSES
9.1 COSTS AND EXPENSES
Subject to clause 9.3, each party must pay its own costs and expenses of
negotiating, preparing, signing, delivering and registering this agreement and
any other agreement or document entered into or signed under this agreement.
9.2 COSTS OF PERFORMANCE
A party must bear the costs and expenses of performing its obligations under
this agreement, unless otherwise provided in this agreement.
9.3 TAX
Except to the extent otherwise provided in this agreement, QCA must pay any Tax
(other than GST) which arises from the execution, delivery and performance of
this agreement and each agreement or document entered into or signed under this
agreement, excluding any Tax payable by IAO in connection with the transaction
contemplated by this agreement.
10. GST
(a) Any consideration or amount payable under this Agreement, including any
non-monetary consideration (as reduced in accordance with paragraph (e)
if required) (the Consideration) is exclusive of GST.
(b) If GST is or becomes payable on a Supply made under or in connection
with this Agreement an additional amount (ADDITIONAL AMOUNT) will be
payable by the party providing consideration for the Supply (RECIPIENT)
equal to the amount of GST payable on that Supply as calculated by the
party making the supply (SUPPLIER) in accordance with the GST Law.
(c) The Additional Amount payable under paragraph (b) is payable at the
same time and in the same manner as the Consideration for the Supply,
and the Supplier will provide the Recipient with a Tax Invoice as a
precondition to payment of the Additional Amount.
(d) If for any reason (including, without limitation, the occurrence of an
Adjustment Event) the amount of GST payable on a Supply (taking into
account any Increasing or Decreasing Adjustments in relation to the
Supply) varies from the Additional Amount payable by the Recipient
under paragraph (b):
(i) the Supplier will provide a refund or credit to the Recipient,
or the Recipient will pay a further amount to the Supplier, as
appropriate;
(ii) the refund, credit or further amount (as the case may be) will
be calculated by the Supplier in accordance with the GST Law;
and
8
(iii) the Supplier will notify the Recipient of the refund, credit
or further amount within 14 days after becoming aware of the
variation to the amount of GST payable. If there is an
Adjustment Event in relation to the Supply, the requirement
for the Supplier to notify the Recipient will be satisfied by
the Supplier issuing to the Recipient an Adjustment Note
within 14 days after becoming aware of the occurrence of the
Adjustment Event.
(e) Notwithstanding any other provision in this Agreement, if an amount
payable under or in connection with this Agreement (whether by way of
reimbursement, indemnity or otherwise) is calculated by reference to an
amount incurred by a party, whether by way of cost, expense, outlay,
disbursement or otherwise (AMOUNT INCURRED), the amount payable must be
reduced by the amount of any input tax credit to which that party is
entitled in respect of that Amount Incurred.
11. RELEASES
11.1 RELEASE BY IAO AND IGA
Each of IAO and IGA respectively releases and forever discharges:
(a) QCA; and
(b) QCA's directors, officers, employees and agents, and each of them, past
and present,
from and against all Liabilities whether existing now or in the future arising
out of or in connection with all Claims, arising out of or relating in any way
to acquisition of the QuikCAT assets pursuant to the auction conducted in the
United States Bankruptcy Court for the Northern District of Ohio, Case No.
03-12179, the investment by IAO in QCA and all matters relating to the
disposition of assets as between IAO, IGA and QCA, the development of those
assets by any party, any statement or other representation or disclosure made or
not made by any party or any person associated with any party in relation to any
such matter, and any arrangement, related condition or collateral arrangement to
any of the foregoing (collectively the RELEVANT MATTERS AND Arrangements), other
than Excluded Claims and Liabilities as referred to in clause 3(b) of this
agreement.
11.2 BAR TO CLAIMS ETC. BY IAO AND IGA
Except in relation to a breach of this agreement and except in relation to
Excluded Claims and Liabilities as referred to in clause 3(b) of this agreement,
this agreement may be pleaded as a full and complete defence by QCA, any of
QCA's Related Bodies Corporate; and QCA's and QCA's Related Bodies Corporates'
directors, officers, employees and agents, and each of them, past and present,
to any actions, suits, or proceedings commenced, continued or taken by IAO or
IGA or on their behalf in connection with or arising out of the Relevant Matters
and Arrangements.
9
11.3 RELEASE BY QCA
QCA releases and forever discharges:
(a) each of IAO and IGA; and
(b) IAO's and IGA's directors, officers, employees and agents, and each of
them, past and present,
from and against all Liabilities whether existing now or in the future arising
out of or in connection with all Claims, arising out of or relating in any way
to the Relevant Matters and Arrangements (as defined in clause 11.1 above),
other than Excluded Claims and Liabilities as referred to in clause 3(b) of this
agreement.
11.4 BAR TO CLAIMS ETC. BY QCA
Except in relation to a breach of this agreement and except in relation to
Excluded Claims and Liabilities as referred to in clause 3(b) of this agreement,
this agreement may be pleaded as a full and complete defence by IAO and IGA
respectively, any of IAO's and IGA's respective Related Bodies Corporate, and
IAO's and IGA's and their respective Related Bodies Corporates' directors,
officers, employees and agents, and each of them, past and present, to any
actions, suits, or proceedings commenced, continued or taken by QCA or on their
behalf in connection with or arising out of the Relevant Arrangements.
11.5 DENIGRATION OR DISPARAGEMENT
The parties agree that they will not make any comments to any third party which
denigrate or disparage any other party or otherwise make any statement, or
permit or authorise any statement to be made, which is calculated or reasonably
likely to damage the reputation or cause other damage to any other party, their
Related Bodies Corporate, directors, officers, employees and agents.
12. GENERAL
12.1 ENTIRE AGREEMENT
(a) This agreement is the entire agreement between the parties about its
subject matter and replaces all previous agreements, understandings,
representations and warranties about that subject matter.
(b) Each party represents and warrants that it has not relied on any
representations or warranties about the subject matter of this
agreement except as expressly provided in this agreement.
12.2 VARIATION
No variation of this agreement is effective unless made in writing and signed by
each party.
10
12.3 RELATIONSHIP OF THE PARTIES
Except as expressly provided in this agreement:
(a) nothing in this agreement is intended to constitute a fiduciary
relationship or an agency, partnership or trust; and
(b) no party has authority to bind any other party.
12.4 FURTHER ASSURANCES
Except as expressly provided in this agreement, each party must, at its own
expense, do all things reasonably necessary to give full effect to this
agreement and the matters contemplated by it.
12.5 CONSENTS AND APPROVALS
Except as expressly provided in this agreement, a party may conditionally or
unconditionally in its absolute discretion give or withhold any consent or
approval under this agreement.
12.6 SURVIVAL AND MERGER
(a) No term of this agreement merges on completion of any transaction
contemplated by this agreement.
(b) Clauses 2, 3, 4 and 11 and this clause 12 survive termination or expiry
of this agreement together with any other term which by its nature is
intended to do so.
12.7 SEVERABILITY
Any term of this agreement which is wholly or partially void or unenforceable is
severed to the extent that it is void or unenforceable. The validity or
enforceability of the remainder of this agreement is not affected.
12.8 WAIVER
(a) No waiver of a right or remedy under this agreement is effective unless
it is in writing and signed by the party granting it. It is only
effective in the specific instance and for the specific purpose for
which it is granted.
(b) A single or partial exercise of a right or remedy under this agreement
does not prevent a further exercise of that or of any other right or
remedy. Failure to exercise or delay in exercising a right or remedy
under this agreement does not operate as a waiver or prevent further
exercise of that or of any other right or remedy.
11
12.9 CUMULATIVE RIGHTS
Except as expressly provided in this agreement, the rights of a party under this
agreement are in addition to and do not exclude or limit any other rights or
remedies provided by law.
12.10 ASSIGNMENT, NOVATION AND OTHER DEALINGS
A party must not assign or novate this agreement or otherwise deal with the
benefit of it or a right under it, or purport to do so, without the prior
written consent of each other party which consent is not to be unreasonably
withheld.
12.11 COSTS, EXPENSES AND DUTIES
(a) Each party must pay costs and expenses of negotiating, preparing and
executing this agreement and any other instrument executed under this
agreement.
(b) QCA must pay any stamp duty payable on this agreement and any other
instrument executed under this agreement.
12.12 NOTICES
(a) A notice, consent or other communication under this agreement is only
effective if it is:
(i) in writing and in legible English, signed by or on behalf of
the party giving it;
(ii) addressed to the party to whom it is to be given; and
(iii) either:
A. sent by pre-paid mail (by airmail, if the addressee
is overseas) or delivered to that party's address; or
B. sent by fax to that party's fax number.
(b) Subject to paragraph (c) a notice, consent or other communication under
this agreement is, in the absence of earlier receipt, regarded as given
and received:
(i) if it is delivered, on delivery at the address of the relevant
party;
(ii) if it is sent by fax at the time and on the day it was
successfully sent; or
(iii) if it is sent by mail, on the seventh day after the day of
posting.
12
(c) If a notice, consent or other communication under this is given and
received on a day that is not a business day in the place of receipt or
after 5.00 pm (local time in the place of receipt) on a business day in
the place of receipt, it is regarded as being given and received at
9.00 am on the next business day in the place of receipt.
(d) For the purposes of this clause, a party's address and fax number are
those set out below:
IF IGA OR IAO:
Attn.: ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇ of America
Telephone No.: + (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile No.: + (▇▇▇) ▇▇▇-▇▇▇▇
IF QCA:
Attn.: ▇▇▇▇ ▇▇▇▇▇▇▇
▇/▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇
Tel ▇▇ ▇▇▇▇ ▇▇▇▇
Fax ▇▇ ▇▇▇▇ ▇▇▇▇
Email: ▇▇▇@▇▇▇▇▇▇▇.▇▇.▇▇▇
12.13 GOVERNING LAW
This agreement is governed by the laws of Western Australia, Australia.
12.14 JURISDICTION
Each party irrevocably and unconditionally submits to the non-exclusive
jurisdiction of the courts of Western Australia, Australia.
12.15 COUNTERPARTS
This agreement may be executed in any number of counterparts, each of which,
when executed, is an original. Those counterparts together make one instrument.
13
EXECUTED as a deed.
SIGNED AND DELIVERED by IA GLOBAL ACQUISITION CO in the presence of:
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
----------------------------------
Signature of Authorised Signatory
Signature of Authorised Signatory
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
SIGNED AND DELIVERED by IA GLOBAL INC by:
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
---------------------------------
Signature of Director and Authorised Signatory
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
SIGNED AND DELIVERED by QUIKCAT AUSTRALIA PTY LTD by:
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------------
Signature of Director and Authorised Signatory
▇▇▇▇ ▇▇▇▇▇▇▇
SIGNED AS A DEED by ▇▇▇▇▇-▇▇▇▇ PONTRE by:
/s/ ▇▇▇▇▇ ▇▇▇▇ /s/ ▇▇▇▇▇-▇▇▇▇ Pontre
-------------------------- ---------------------------------
Signature of Witness Signature of ▇▇▇▇▇-▇▇▇▇ PONTRE
▇▇▇▇▇ ▇▇▇▇
--------------------------
Name of Witness (print)
Signing Page 1
SCHEDULE ONE
CURRENT QCA NOTES
[CLAUSE 2(A)]
QUIKCAT AUSTRALIA PTY LTD
(ABN 82 106 946 043)
Registered Office: ▇/▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇
31ST DECEMBER 2003
REDEEMABLE NOTE
CERTIFICATE 001
Holder IA Global Inc (IAO) (a company registered in the
State of Delaware, organised under the laws of the
United States) and which has its registered
address at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇,
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ of America
Issuer QuikCAT Australia Pty Ltd (QCA) (a company
organised under the laws of the Australia and
designated the Australian Company number ABN 82
106 946 043) and which has its registered address
at ▇/▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇▇
Amount US$34,060 (19/08/03) + US$15,000 (15/11/03) +
US$25,000 (19/12/03) = US$74,060
Terms i) Unsecured but with priority to any
payment by way of distributions of
dividends to QCA shareholders;
ii) Redeemable by QCA at any time but
only from retained profits and in
any case only repayable out of
retained profits of QCA;
iii) Redeemable by IAO at any time with
written notice of 3 months, after
initial non-redeemable period of 1
year, but redeemable only to the
extent that QCA has sufficient
surplus assets to affect redemption;
iv) 3% per annum interest rate, with
such interest accruing once QCA's
profit on a monthly basis exceeds
AUD$10,000 for 3 consecutive months;
and
v) Redeemable in US$.
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇
______________________________
▇▇▇▇ ▇▇▇▇▇▇▇
Director
Schedule 1 Page 1
QUIKCAT AUSTRALIA PTY LTD
(ABN 82 106 946 043)
Registered Office: ▇/▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇
13TH FEBRUARY, 2004
REDEEMABLE NOTE
CERTIFICATE 002
Holder IA Global Inc (IAO) (a company registered in the
State of Delaware, organised under the laws of the
United States) and which has its registered
address at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇,
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ of America
Issuer QuikCAT Australia Pty Ltd (QCA) (a company
organised under the laws of the Australia and
designated the Australian Company number ABN 82
106 946 043) and which has its registered address
at ▇/▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇▇
Amount US$25,000
Terms i) Unsecured but with priority to any
payment by way of distributions of
dividends to QCA shareholders;
ii) Redeemable by QCA at any time but
only from retained profits and in
any case only repayable out of
retained profits of QCA;
iii) Redeemable by IAO at any time with
written notice of 3 months, after
initial non-redeemable period of 1
year, but redeemable only to the
extent that QCA has sufficient
surplus assets to affect redemption;
iv) 3% per annum interest rate, with
such interest accruing once QCA's
profit on a monthly basis exceeds
AUD$10,000 for 3 consecutive months;
and
v) Redeemable in US$.
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇
______________________________
▇▇▇▇ ▇▇▇▇▇▇▇
Director
Schedule 1 Page 2
SCHEDULE TWO
NEW QCA NOTES
[CLAUSE 2(B)]
QUIKCAT AUSTRALIA PTY LTD
(ABN 82 106 946 043)
Registered Office: ▇/▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇
15 SEPTEMBER 2004
REDEEMABLE NOTE
CERTIFICATE #003
HOLDER IA GLOBAL ACQUISITION CO (IGA) (a company
registered in the State of Delaware, organised
under the laws of the United States) and which has
its registered address at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ of
America
ISSUER QUIKCAT AUSTRALIA PTY LTD (QCA) (a company
organised under the laws of Western Australia,
Australia) and designated the Australian Business
Number ABN 82 106 946 043) and which has its
registered address at ▇/▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇
▇▇▇▇▇ ▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇
AMOUNT US$25,000
TERMS i) Subject to v) below, unsecured but with
priority to any payment by way of
distributions of dividends by QCA to
QCA shareholders;
ii) Redeemable by IGA at any time with
written notice of 1 month given by IGA
to QCA, after initial non-redeemable
period before 31 December 2004
(provided that notice of redemption may
be given on or before 30 November 2004
for redemption due on 31 December
2004);
iii) Subject to 30 days cure period if not
repaid on due date for redemption;
iv) Redeemable in US$;
v) QCA is required to secure the
obligations under this Note under
certain circumstances in accordance
with the terms of the Share Sale
Agreement, dated 10 September, 2004,
between QCA, IGA and the other parties
named therein.
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇
______________________________
▇▇▇▇ ▇▇▇▇▇▇▇
Director
Schedule 2 Page 1
QUIKCAT AUSTRALIA PTY LTD
(ABN 82 106 946 043)
Registered Office: ▇/▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇
15 SEPTEMBER 2004
REDEEMABLE NOTE
CERTIFICATE #004
HOLDER IA GLOBAL ACQUISITION CO (IGA) (a company
registered in the State of Delaware, organised
under the laws of the United States) and which has
its registered address at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ of
America
ISSUER QUIKCAT AUSTRALIA PTY LTD (QCA) (a company
organised under the laws of Western Australia,
Australia) and designated the Australian Business
Number ABN 82 106 946 043) and which has its
registered address at ▇/▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇
▇▇▇▇▇ ▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇
AMOUNT US$75,000
TERMS i) Subject to v) below, unsecured and
with priority to any payment by way
of distributions of dividends by QCA
to QCA shareholders;
ii) Redeemable by IGA at any time with
written notice of 1 month given by
IGA to QCA, after initial
non-redeemable period before 15
March 2005 (provided that notice of
redemption may be given on or before
15 February 2005 for redemption due
on 15 March 2005);
iii) Subject to 30 days cure period if
not repaid on due date for
redemption
iv) Redeemable in US$;
v) QCA is required to secure the
obligations under this Note under
certain circumstances in accordance
with the terms of the Share Sale
Agreement dated 10 September, 2004,
between QCA, IGA and the other
parties named therein.
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇
______________________________
▇▇▇▇ ▇▇▇▇▇▇▇
Director
Schedule 2 Page 2
QUIKCAT AUSTRALIA PTY LTD
(ABN 82 106 946 043)
Registered Office: ▇/▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇
15 SEPTEMBER 2004
REDEEMABLE NOTE
CERTIFICATE #005
HOLDER IA GLOBAL ACQUISITION CO (IGA) (a company
registered in the State of Delaware, organised
under the laws of the United States) and which has
its registered address at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ of
America
ISSUER QUIKCAT AUSTRALIA PTY LTD (QCA) (a company
organised under the laws of Western Australia,
Australia) and designated the Australian Business
Number ABN 82 106 946 043) and which has its
registered address at ▇/▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇
▇▇▇▇▇ ▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇
AMOUNT US$50,000
TERMS i) Subject to v) below, unsecured and
with priority to any payment by way
of distributions of dividends by QCA
to QCA shareholders;
ii) Redeemable by IGA at any time with
written notice of 1 month given by
IGA to QCA, after initial
non-redeemable period before 30 June
2005 (provided that notice of
redemption may be given on or before
31 May 2005 for redemption due on 30
June 2005);
iii) Conditional on completion of the
sale and purchase of the Sale Shares
under clause 7 - COMPLETION of the
Share Sale Agreement - QuikCAT
Australia Pty Limited dated 6
September 2004;
iv) Redeemable in US$;
v) QCA is required to secure the
obligations under this Note under
certain circumstances in accordance
with the terms of the Share Sale
Agreement dated 10 September, 2004,
between QCA, IGA and the other
parties named therein.
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇
______________________________
▇▇▇▇ ▇▇▇▇▇▇▇
Director
Schedule 2 Page 3
