STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT dated as of August 20, 2002
(this "Agreement") is made among RPS Enterprises, Ltd., a Florida
corporation (the "Company"), Xxxx Xxxxx and Xxx Xxxxx
(collectively, the "Shareholders"), and Wilton Capital Corp., a
Delaware company (the "Purchaser").
RECITALS:
A. The Company is a Florida corporation having, as of the
date hereof, authorized capital stock in the amount of 20,000,000
shares of common stock, par value $.01, of which 11,272,221
shares have been issued and are currently outstanding. The
Company's shares of capital stock are sometimes referred to
herein as the "Shares." As of the date hereof, the Shareholders
own 7,800,000 Shares (the "Xxxxx Shares"), allocated between them
as set forth on Exhibit A attached hereto and incorporated herein
by this reference.
B. The Shareholders desire to sell and the Purchaser
desires to purchase 7,020,000 (90%) of the Xxxxx Shares, and the
parties otherwise desire to consummate certain transactions as
set forth in this Agreement upon the terms and subject to the
conditions set forth in this Agreement.
AGREEMENT:
NOW, THEREFORE, in consideration of the premises and the
respective agreements hereinafter set forth and for other good
and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:
1. Definitions
"Closing Date" shall have the meaning specified in Section 3
hereof
"Knowledge" shall mean actua1 knowledge without
investigation.
"Person" shall mean an individual, corporation, partnership,
joint venture, trust or unincorporated organization, or a
government or agency or political subdivision thereof, or other
entity.
2. Company Restructuring: Purchase and Sale of Xxxxx Shares
2.1 Restructuring of Company. Prior to the Closing Date,
and as a condition precedent to the consummation of the
transactions contemplated hereby, the Shareholders shall cause
the Company to be reinstated in the State of Florida. All
documents will be prepared by Purchaser's counsel and the funds
necessary to do so are being paid by the Purchaser.
2.2 Purchase and Sale of Xxxxx Shares. On the Closing
Date, and upon the terms and subject to the conditions set forth
in this Agreement, the Shareholders shall sell to Purchaser and
Purchaser shall purchase 90% or 7,020,000 of the Xxxxx Shares.
The purchase price for the Xxxxx Shares shall be $25,000 in the
aggregate to be disbursed equally between Xxxx and Xxx Xxxxx and
shall be payable in immediately available funds at the Closing.
Subject to the terms and conditions of this Agreement, each
Shareholder shall deliver to Purchaser on the Closing Date
(against payment of the purchase price therefore), certificates
representing 7,020,000 of the Xxxxx Shares to be sold by such
Shareholders, duly endorsed for transfer, or with appropriate
stock powers duly executed in blank attached. The balance of
780,000 shares shall be reissued to Xxxx and Xxx Xxxxx in
certificates of 390,000 shares each. The Purchaser will
additionally pay all expenses associated with this transaction
including legal expenses, past due Florida franchise taxes and
transfer agent fees.
3. The Closing
Upon the terms and subject to the conditions set forth in
this Agreement, the consummation of the purchase and sale and
other transactions provided for herein (the "Closing") shall take
place at the offices of the Company's counsel, Xxxxxx X. Xxxx,
Esq. 0000 Xxxx Xxxx Xxxx, Xxxxxxxx, Xxxxxxxxxxx, xx or before
September 15, 2002, or at such other time and place as may be
mutually agreed upon by the parties. The date and time of Closing
are herein referred to as the "Closing Date" In the event that
the Closing has not occurred on or before September 30, 2002,
this Agreement shall be subject to termination as set forth in
Section 11.11.
4. Closing Obligations
On the Closing Date, the parties shall consummate the
transactions contemplated hereby, which shall include the
execution of the instruments and documents described in Sections
8.3 and 9.3 of this Agreement.
5. Shareholders' Representations, Warranties and Covenants.
As of the Closing, each Shareholder jointly and severally
represent and warrant to, and covenant with, the Purchaser, as
follows:
5.1 Title to Xxxxx Shares. Each Shareholder is the
beneficial and record owner of the respective number of Xxxxx
Shares set forth in Recital A above and has good title to such
Xxxxx Shares, free and clear of all liens, security interests,
claims, charges, equities, pledges and encumbrances of any kind.
The Xxxxx Shares have been duly and validly issued and constitute
fully paid, nonassessable Shares.
5.2 Shareholder Authority. Each Shareholder, acting
alone, has full right, power and authority to sell, transfer and
deliver to the Purchaser the full legal and beneficial ownership
in the Shares to be sold by such Shareholder pursuant to this
Agreement and to consummate the transactions contemplated herein.
This Agreement has been duly and validly executed and delivered
by such Shareholder and is a legal, valid and binding obligation
of such Shareholder enforceable in accordance with its terms.
Neither the execution and delivery of this Agreement nor the
consummation of the transactions contemplated hereby nor
compliance by such Shareholder with any of the provisions hereof
will (i) result in any conflict with, breach of, or default (or
give rise to any right of termination, cancellation or
acceleration) under any of the terms, conditions or provisions of
any note, bond, mortgage, indenture or warrant or any franchise,
license, permit, agreement or other instrument or obligation to
which such Shareholder is a party or by which such Shareholder or
any of his properties or assets may be bound, or (ii) violate any
order, writ, injunction, judgment, decree, law, statute, rule or
regulation applicable to such Shareholder, or any of his
properties or assets. No action, consent or approval by, or
filing with, any third party or any federal, state, municipal,
foreign or other court or governmental or administrative body or
agency, or any other regulatory or self-regulatory body, is
required in connection with the execution and delivery by such
Shareholder of this Agreement or the consummation by such
Shareholder of the transactions contemplated hereby, other than
the consent of the shareholders of the Company to the
transactions described in Section 2.1 hereof.
5.3 No Bankruptcy, etc. There has not been filed any
petition or application, or any proceedings commenced which have
not been discharged, by or against such Shareholder under any
law, domestic or foreign, relating to bankruptcy, reorganization,
compromise, arrangements, insolvency, readjustment of debt or
creditors rights, and no assignment for the benefit of creditors
has been made by such Shareholder.
5.4 Shareholder Agreements. There are no voting trust
agreements or any other contracts, agreements, arrangements,
commitments, plans or understandings, written or oral,
restricting or otherwise relating to voting or dividend rights
with respect to the Shares owned by such Shareholder or otherwise
granting any person any right in respect of such Shares.
5.5 Litigation. There is no claim, action, suit,
proceeding, arbitration, investigation or inquiry before any
federal, state, municipal, foreign or other court or governmental
or administrative body or agency, any securities or commodities
exchange, other regulatory body or any private arbitration
tribunal now pending, or threatened, against or relating to such
Shareholder.
5.6 Further Assurances. Each Shareholder will execute
and deliver, or cause to be executed and delivered, such
additional or further transfers, assignments, endorsements and
other instruments as the Purchaser may reasonably request for the
purpose of effectively carrying out the transfer of the Shares by
such Shareholder to the Purchaser and the other transactions
contemplated by this Agreement.
5.7 Survival. All representations, warranties and covenants
made by the Shareholders in this Agreement are true and correct
in all material respects as of the date hereof and as of the
Closing. All covenants, representations and warranties made by
the Shareholders shall survive the Closing of the transactions
contemplated hereby.
6. Purchasers Representations. Warranties and Covenants.
The Purchaser represents and warrants to, and covenants
with, the Shareholders as follows:
6.1 Organization and Standing. The Purchaser (i) is a
Delaware company duly organized, validly existing and in good
standing under Delaware law, and (ii) has full power and
authority to execute and deliver this Agreement and the other
documents and instruments to be delivered pursuant hereto and to
consummate the transactions contemplated hereby. The Purchaser
has delivered to the Company true, complete and correct copies
(as in effect as of the Closing Date) of its articles of
incorporation.
6.2 Authority of Purchaser. The execution and delivery
by the Purchaser of this Agreement and the consummation of the
transactions contemplated hereby to be consummated by the
Purchaser have been or will be duly and validly authorized by all
necessary action on the part of the Purchaser. This Agreement has
been duly and validly executed and delivered by the Purchaser and
is a valid and binding obligation of the Purchaser enforceable in
accordance with its terms.
6.3 Litigation. To the best of Purchaser's knowledge,
there is no claim, action, suit, proceeding, arbitration,
investigation or inquiry before any federal, state, municipal,
foreign or other court or governmental or administrative body or
agency, any securities or commodities exchange, other regulatory
body or any private arbitration tribunal now pending, or
threatened, against or relating to the Purchaser that would
adversely affect the ability of the Purchaser to consummate the
transactions contemplated by this Agreement.
6.4 Survival. All representations, warranties and covenants
made by the Purchaser in this Section 6 are true and correct in
all material respects as of the date hereof and as of the
Closing. All covenants, representations and warranties made by
the Purchaser shall survive the Closing of the transactions
contemplated hereby.
7. Company's Representations Warranties and Covenants.
The Shareholders and the Company, jointly and severally,
represent and warrant to, and covenant with, the Purchaser as of
the Closing as follows:
7.1 Organization and Standing of the Company. As of the
Closing Date, the Company (a) is a corporation duly organized,
validly existing and in good standing under the laws of Florida;
and (b) has the corporate power and corporate authority to own
its property and carry on its business as presently conducted and
possesses all rights, privileges, franchises, licenses, permits,
authorizations and approvals, governmental or otherwise
necessary, to entitle it to use its corporate name and to own,
lease or otherwise hold its properties and assets and to carry on
its business as presently conducted or proposed to be conducted.
The Company has delivered to Purchaser true, complete and correct
copies (as in effect as of the Closing Date) of its charter
documents, bylaws, stock certificate and transfer books and
minute books.
7.2 Capital Stock of the Company. As of the date hereof,
the authorized capital stock of the Company consists of
20,000,000 shares of common stock, $.01 par value, of which
11,272,221 shares are duly and validly issued and outstanding,
fully paid and nonassessable. There are no outstanding warrants,
options, agreements, convertible or exchangeable securities or
other commitments pursuant to which the Company is or may become
obligated to issue, sell, purchase, retire or redeem any shares
of capital stock or other securities and, immediately prior to
Closing, there shall be no such outstanding warrants, options,
agreements, convertible or exchangeable securities or other such
commitments.
7.3 Subsidiaries. The Company has no subsidiaries.
7.4 Financial Statements and Information.
(a) The Company has no current audited financial
statements and has not had any financial statements for a period
in excess of five (5) years.
(b) Any unaudited financial statements are in
accordance with the books and records of the Company and have
been prepared using reasonable accounting standards. During the
time covered by the financial statements, there has not been any
material change in accounting methods principles or practices of
the Company except as may be otherwise noted therein. The Company
has no material liabilities (whether or not required to be
disclosed on a balance sheet prepared in accordance with
generally accepted accounting principles) not disclosed on the
financial statements described above or otherwise.
7.5 Absence of Certain Material Changes. The Company has no
material business operations and no assets or material
liabilities other than past due legal expenses, franchise taxes
and transfer agent fees.
7.6 Taxes.
(a) The Company is delinquent in its tax filings
including Florida State franchise taxes. Purchaser has agreed to
pay the taxes in order to reinstate the Company in Florida. Any
unpaid federal or state withholding or sales taxes will remain an
obligation of the Sellers and survive the Closing in accord with
Section 10.2 of this Agreement.
(b) No tax return of the Company is currently under
examination by the Internal Revenue Service or any other taxing
authority, nor is the Internal Revenue Service or any other
taxing authority (whether domestic or foreign) now asserting or
threatening to assert against the Company any adjustment,
deficiency or claim for additional taxes or interest thereon or
penalties in connection therewith.
7.7 Contracts. The Company has no material contracts to
which the Company is a party, or by which the Company or its
assets is bound.
7.8 Employees and Related Matters.
(a) Schedule 7.8 hereto sets forth, as of the date
hereof; a list of all directors and officers of the Company. The
Company has no employees. Except as disclosed in Schedule 7.8
hereto, none of such persons owns, directly or indirectly, an
interest in, or is a director, officers or employee of, or
consultant to, any competitor, supplier or customer of the
Company or is subject to any non-competition or confidentiality
agreement with any third party in relation to the business of the
Company.
7.9 Litigation. There is no claim, action, suit,
proceeding, arbitration, investigation or inquiry before any
federal, state, municipal, foreign or other court or governmental
or administrative body or agency, any securities or commodities
exchange, other regulatory body or any private arbitration
tribunal, relating to or affecting the Company, or any director,
officer or other employee thereof in his capacity as such, or the
assets, properties or business of the Company or the transactions
contemplated by this Agreement. The Company has not been a party
to any such proceedings at any time during the past three years.
Neither the Company nor any of its officers, directors or
employees, currently is, or within the last three calendar years
has been, permanently or temporarily enjoined or prohibited by
order, judgment or decree of any court of governmental or
administrative body or agency, or any other regulatory body, from
engaging in or continuing any conduct or practice in connection
with the business engaged in by the Company.
The Company is not subject to any order, writ, injunction or
decree of any court or governmental or administrative body or
agency or any other regulatory body.
7.10 Accuracy of Information. To the best of the knowledge
of the Company, the information contained in this Agreement and
the Schedules and the certificates delivered by the Company or
its agents to the Purchaser or its agents pursuant hereto is
true, complete and correct in all material respects.
7.11 Authority of the Company. The Company has fu1l
corporate power and authority to enter into this Agreement and to
carry out its obligations hereunder. The execution., delivery and
performance of this Agreement by the Company has been (or as of
the Closing Date will have been) duly and effectively authorized
and approved by all requisite corporation action of the Company,
and no other Corporate act or proceeding on the part of the
Company is necessary to authorize this Agreement or any of the
transactions contemplated hereby. This Agreement constitutes a
valid and legally binding obligation of the Company and the
Shareholders. Neither the Shareholders nor the Company has any
obligation, absolute or contingent, to any Person to sell any of
its assets (other than in the ordinary course of business) or to
effect any merger, consolidation or other reorganization or to
enter into any agreement with respect thereto. Neither the
execution and delivery of this Agreement nor the consummation of
the transactions contemplated hereby nor compliance by the
Shareholders and the Company with any of the provisions hereof
will (i) conflict with, or result in any breach of, or default
(or give rise to any right of termination, cancellation or
acceleration) under any of the terms, conditions or provisions of
any note, bond, mortgage, indenture, lease, security agreement,
lien or warrant or any contract, franchise, license, permit,
agreement or other instrument or obligation to which the Company
is a party or by which any of its properties or assets may be
bound or (ii) violate any order, writ, injunction, judgment,
decree, applicable to the Company or any of its properties or
assets in a manner that will have a material adverse effect on
the Company; or (iii) to the best of the knowledge of the
Company, violate any law, statute, rule or regulation applicable
to the Company or any of its properties or assets in a manner
that will have a material adverse effect on the Company. No
action, consent or approval by, or filing with any federal,
state, municipal, foreign or other court or governmental or
administrative body or agency, or any other regulatory body, is
necessary to be obtained or made by the Company for the
consummation of the transactions contemplated by this Agreement.
7.12 Survival. All representations, warranties and covenants
made by the Company in this Section 7 are true and correct in all
material respects as of the date hereof and as of the Closing.
All covenants, representations and warranties made by the Company
shall survive the Closing of the transactions contemplated
hereby.
8. Conditions Precedent to Obligations of the Purchaser.
Notwithstanding any other provisions of this Agreement, the
Purchaser's obligation to consummate the transactions
contemplated hereby shall be subject to the fulfillment, prior to
or at the Closing, of each of the following conditions precedent,
any of which may be waived by the Purchaser (and shall be deemed
waived upon Closing to the extent the Purchaser closes with
knowledge that the condition is not satisfied).
8.1 Accuracy of Representations and Warranties. The
representations and warranties of each Shareholder and the
Company contained in this Agreement or in any certificate or
other document executed and delivered to Purchaser or its counsel
in connection with the transactions contemplated hereby shall,
when made and at and as of the Closing, be true, complete and
correct in all material respects
8.2 Performance by Shareholders and Company. The Company
and each Shareholder shall have duly performed and complied with
all terms, agreements and conditions required by this Agreement
to be performed or complied with by it prior to or at the
Closing.
8.3 Closing Documents. The Shareholders and the Company, as
applicable, shal1 have tendered:
(a) resolutions of the Company's shareholders and
Board of Directors authorizing this Agreement and the
transactions described in Section 2.1 hereof;
(b) certificates of the Shareholders and the Company
certifying the accuracy of the representations and warranties set
forth in Section 5 and Section 7, respectively, as of the Closing
and the compliance by the Shareholders and the Company with their
respective obligations hereunder;
(c) the certificates evidencing the Xxxxx Shares duly
endorsed for transfer, or accompanied by appropriate stock powers
duly executed;
(d) such other documents as the Purchaser or its
counsel may reasonably request, all of which shall be reasonably
satisfactory to Purchaser and its counsel in form and substance;
and
(e) a good standing certificate dated within 10 days
of the Closing Date.
8.4 Corporate Proceedings: Documents. All corporate and
other proceedings of the Company, and if any are required, of the
Shareholders in connection with this Agreement, and all documents
and instruments incident hereto, shall be reasonably satisfactory
in substance and in form to the Purchaser and its counsel, and
the Purchaser and its counsel shall have received all such
documents and instruments, or copies thereof, certified if
requested, as they shall have reasonably requested. Any changes
to the Exhibits or Schedules hereto shall be reasonably
acceptable to the Purchaser.
8.5 Legal Proceedings. There shall not be any actual or
threatened action or proceeding by or before any court,
administrative agency or other governmental body that (a) in the
reasonable view of the Purchaser has a reasonable probability of
success on the merits and (b) seeks to restrain, prohibit or
invalidate the execution, delivery or performance of this
Agreement and the transactions contemplated hereby. There shall
not be in effect any judgment, injunction or restraining order
issued by a court of competent jurisdiction in an action or
proceeding against the consummation of transactions contemplated
hereby.
8.6 Consents and Approvals. All consents, authorizations,
and approvals necessary in connection with the consummation by
the Company or the Shareholders of the transactions contemplated
by this Agreement shall have been obtained or satisfied, and any
such consents, authorizations and approvals shall be in form and
substance reasonably satisfactory to the Purchaser and its
counsel.
9. Conditions Precedent to Obligations of Company.
Notwithstanding any other provision of this Agreement, the
obligations of the Company and the Shareholders to consummate the
transactions contemplated hereby shall be subject to the
fulfillment, prior to or at the Closing of each of the following
conditions precedent, any of which may be waived by the Company
and the Shareholders (and shall be deemed waived upon Closing in
the event that the Company and the Shareholders close with
knowledge that the condition is not satisfied):
9.1 Accuracy of Representations and Warranties. The
representations and warranties of the Purchaser contained in this
Agreement or in any document or instrument executed and delivered
to the Shareholders, the Company or its counsel in connection
with the transactions contemplated hereby pursuant to Section 4
shall, when made and at and as of the Closing, be true, complete
and correct in all material respects.
9.2 Performance by Purchaser. The Purchaser shall have duly
performed and complied in all material respects with all terms,
agreements and conditions required by this Agreement to be
performed or complied with by it prior to or at the Closing.
9.3 Closing Documents. Purchaser shall have tendered:
(a) authorizing resolutions of the Purchaser's Board
of Directors or managers authorizing this Agreement and the
transactions contemplated hereby; and
(b) a certificate of the Purchaser certifying the
accuracy of the representations and warranties set forth in
Section 6 as of the Closing and the compliance by the Purchaser
with its obligations hereunder.
9.4 Corporate Proceedings: Documents. All corporate and
other proceedings of the Purchaser, and if any are required, and
all documents and instruments incident hereto, shall be
reasonably satisfactory in substance and in form to the
Shareholders, the Company and its counsel, and the Shareholders,
the Company and its counsel shall have received all such
documents and instruments, or copies thereof; certified if
requested, as they shall have reasonably requested. Any changes
to the Exhibits or Schedules hereto shall be reasonably
acceptable to the Shareholders and the Company.
9.5 Legal Proceedings. There shall not be any actual or
threatened action or proceeding by or before any court,
administrative agency or other governmental body which (a) in the
reasonable view of the Shareholders and the Company has a
reasonable probability of success on the merits and (b) seeks to
restrain, prohibit or invalidate the execution, delivery or
performance of this Agreement and the transactions contemplated
hereby. There shall not be in effect any judgment, injunction or
restraining order issued by a court of competent jurisdiction in
an action or proceeding against the consummation of transactions
contemplated hereby.
10. Indemnification.
10.1 Mutual Indemnity. Each party ("the Indemnifying
Party") agrees to indemnify each of the other parties ("the
Indemnified Party") against and in respect of:
(a) any and all loss, liability, cost, expense or
damage resulting from any misrepresentation, breach, non-
performance or inaccuracy of any representation, indemnity,
warranty, or any covenant by the Indemnifying Party made or
contained in this Agreement or in any Schedule or certificate
executed and delivered to the Indemnified Party by or on behalf
of the Indemnifying Party required by this Agreement or any of
the transactions contemplated herein;
(b) any and all costs, expenses (including settlement
payments made as provided in this Agreement), assessments,
judgments, incident to or arising as a result of any breach,
misrepresentation, non-performance or inaccuracy described in
subsection (a) of this Section; and
(c) any and all costs, expenses and all other actual
damages incurred by the Indemnified Party in remedying any
breach, misrepresentation, non-performance or inaccuracy
described above, including, by way of illustration and not
limitation, all legal and accounting fees and expenses, other
professional expenses and all filing fees and collection costs
incident thereto and all such fees, costs and expenses incurred
in defending claims which, if successfully prosecuted would have
resulted in Damages (as defined herein).
Any and all of the foregoing sometimes herein are referred
to collectively as "Damages."
10.2 Shareholder Indemnification. In addition to the
foregoing, the Shareholders agree to indemnify Purchaser against
and in respect of any and all deficiencies, under-payments of
tax, penalties, additions to tax, interest payments, payments of
any taxes including, without limitation, income, employment,
payroll, F.I.C.A., F.U.T.A., sales, use, trust fund taxes and tax
payments to be withheld, and any and all other costs and expenses
including, without limitation, legal and accounting fees and
expenses, relative to examinations, proposed or final adjustments
arising from such examinations and any assessments relating
thereto, contests, claims, suits or proceedings respecting the
determination of loss, liability, cost, expense and/or damage
resulting from deficiencies in federal, state or local taxes, in
respect of or directly or indirectly related to or resulting from
the tax computation for any periods ended on or prior to the date
hereof.
11. Miscellaneous.
11.1 Amendment and Waiver. This Agreement may not be
amended, supplemented or discharged, and no provision hereof may
be modified or waived, except expressly by an instrument in
writing signed by the party to be charged. Any term or provision
of this Agreement may be waived, but only in writing by the party
that is entitled to the benefit thereof. No waiver of any
provision hereof by any party shall constitute a waiver thereof
by any other party nor shall any such waiver constitute a
continuing waiver of any matter by such party.
11.2 Counterparts. This Agreement may be executed in
one or more counterparts, which together shall constitute but one
instrument.
11.3 Notices. All notices and other communications
given in connection herewith shall be in writing and may be given
by any reasonable means and shall be deemed to have been given if
delivered personally or sent by registered or certified mail
(return receipt requested), postage prepaid, or by telecopy
(provided that the delivery of such telecopy is confirmed by the
telecopy machine) to the parties to this Agreement at the
addresses (or telecopy numbers as applicable) listed below their
signatures, with copies to the following persons, or at such
other address (or telecopy number as applicable) for a party as
shall be specified by like notices:
(a) Purchaser: c/o Xxxxxx X. Xxxx, Esq.
0000 Xxxx Xxxx Xxxx
Xxxxxxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
E-Mail: xxxxx00000@xxx.xxx
(b) Company and
Shareholders: c/o Xx. Xxxx Xxxxx
00000 Xxxxxx Xxxx
Xxxxxxxxxxxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
E-Mail: x00x@xxx.xxx
Xx. Xxx Xxxxx
00000 Xxxxx Xxx Xxxx. #0000
Xxxxx Xxxxxxx, XX 00000
Telephone: (000) 000-0000
E-Mail: xxx0000@xxx.xxx
All such notices and communications shall be deemed to have
been given on the date of actual delivery to the address set
forth herein, or in the case of telecopy, the date that the
telecopy is confirmed as having been received.
11.4 Assignment. Neither this Agreement nor any right,
remedy, obligation or liability arising hereunder or by reason
hereof shall be assignable by any party to this Agreement without
the prior written consent of the other parties.
11.5 Entire Agreement: Interpretation. This Agreement
(including the other agreements, documents and instruments
referred to herein) constitutes the entire agreement between the
parties with respect to the subject matter hereof and supersedes
all prior agreements and undertakings, written and oral. As used
in this Agreement, the term "include" or "including" shall be
construed as illustrative and not exhaustive.
11.6 Binding Effect. This Agreement shall be binding upon
and inure to the benefit of the parties to this Agreement and
their respective successors and permitted assigns.
11.7 Expenses. Each party will pay its own closing costs,
including legal and other professional expenses incurred by such
party hereto in connection with this Agreement and the
transactions contemplated hereby. Each party hereto represents
and warrants to the other parties that it has not employed any
broker or finder in connection with the transactions contemplated
by this Agreement.
11.8 Applicable Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware.
11.9 Article and Section Headings. The article, section
and other headings contained in this Agreement are for reference
purposes only and shall not affect the meaning or interpretation
of this Agreement.
11.10 Severability. Every provision in this Agreement is
intended to be severable. If any term or provision hereof is
illegal or invalid for any reason whatsoever, such illegality or
invalidity shall not affect the validity of the remainder hereof;
and the provision held illegal or invalid shall be automatically
amended to most closely approximate the original provision
11.11 Termination. This Agreement may be terminated at
any time prior to the Closing (a) by the mutual consent of the
Shareholders and the Purchaser, and (b) by either the
Shareholders or the Purchaser if a material condition to Closing
shall not have been fulfilled or waived and as a result the
Closing shall not have occurred on or before September 30, 2002
provided that a party who is at fault for the lack of fulfillment
of the condition shall not be entitled to terminate.
11.12 Confidentiality. Whether or not the Closing occurs,
the parties hereto shall keep confidential all non-public
technical, business, financial and other information disclosed in
connection with this Agreement and the transactions contemplated
hereby, and shall not, directly or indirectly, use or disclose
such information, except as necessary to consummate the
transactions contemplated hereunder, without the written consent
of the party by or for whom such information was provided.
11.13 Further Acts and Instruments. The parties hereto
shall do such further acts and execute such further instruments
as may be reasonably necessary to effectuate the provisions of
this Agreement
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, each party hereto has executed this
Agreement as of the day and year first above written.
RPS Enterprises, Ltd. Wilton Capital Corp.
By: /s/ Xxxx Xxxxx By: /s/ Xxxxxx X. Xxxx
------------------------------ ------------------------------
Title: Director Title: Director
Name: Xxxx Xxxxx Name: Xxxxxx X. Xxxx
Address for notices: Address for notices:
RPS Enterprises, Ltd. Wilton Capital Corp.
c/o Xxxx Xxxxx c/o Xxxxxx X. Xxxx, Esq.
00000 Xxxxxx Xxxx 0000 Xxxx Xxxx Xxxx
Xxxxxxxxxxxxx, XX00000 Xxxxxxxx, XX 00000
/s/ Xxx Xxxxx /s/ Xxxx Xxxxx
------------------------------ ------------------------------
Xxx Xxxxx Xxxx Xxxxx
Address for notices: Address for notices:
Xx. Xxx Xxxxx Xx. Xxxx Xxxxx
00000 Xxxxx Xxx Xxxx. #0000 00000 Xxxxxx Xxxx
Xxxxx Xxxxxxx, XX 00000 Pleasantville, PA16341
Exhibit A
Xxxxxx Xxxxx et al: 7,800,000 Shares
Xxxx Xxxxx: _________________ Shares
Schedule 7.8
Directors of the Company
------------------------
Xxxxxx Xxxxx
Xxxx Xxxxx
Officers of the Company
-----------------------
Xxxxxx Xxxxx - President
Xxxx Xxxxx - Vice President
Other Employees
---------------
None
