SUBSCRIPTION AGREEMENT
THIS AGREEMENT is made and entered into this 15th day of
May, 1997, by and between ADINA, INC. a Delaware Corporation
(hereinafter referred to as "ADINA"), and DANIEL WETTREICH,
(hereinafter referred to as "Wettreich"), the President and
Director of Adina.
Subscription
Wettreich hereby subscribes for 42,450,000 common shares, par
value $0.001, of ADINA on the following terms and conditions:
Consideration
1. The stock shall be paid for by the transfer of
6,029,921 restricted common shares of Alexander Mark Investments
(USA), Inc. ("AMI Shares") from Wettreich to Adina.
2. Closing of this Agreement to take place on May 15, 1997
at Dallas, Texas or such other time and place as the parties may
agree.
Representations
3. ADINA hereby warrants and represents the following
facts, the truth and accuracy of which are conditions precedent
to the Closing:
(a) ADINA has the proper corporate authority to
execute this subscription and issue the shares as set out below;
(b) There are no liens, pledges, chattel mortgages, or
other encumbrances of any kind against the ADINA Shares;
(c) There are no undisclosed interests, present or
future, in the ADINA Shares, nor does ADINA know of any assertion
of such an interest;
(d) ADINA is not required by any provision of federal,
state, or local law to take any further action or to seek any
governmental approval of any nature prior to the issuance by it
of the ADINA Shares;
(e) There are no outstanding or existing provisions of
an agreement it is a party to that would prevent, limit, or
condition the issuance of the ADINA Shares to Wettreich;
(f) There are no provisions of any contract,
indenture, or other instrument to which ADINA is a party or to
which the ADINA Shares are subject which would prevent, limit, or
condition the issuance of the ADINA Shares to Wettreich.
(g) ADINA's Certificate of Incorporation, Bylaws or
other agreement or corporate resolution does not require
stockholder approval prior to ADINA issuing ADINA Shares to
Wettreich.
4. Wettreich hereby warrants and represents the following
facts, the truth and accuracy of which are conditions precedent
to the Closing:
(a) In executing this Agreement to acquire the ADINA
Shares, Wettreich is acting solely for himself and for no other
person, firm, partnership, corporation, or entity;
(b) Wettreich's assets and net worth are sufficient to
permit its to purchase the ADINA Shares in accordance with
the terms of this Agreement;
(c) Wettreich is not prevented by any federal, state,
or local law or by any provision of any contract, mortgage,
indenture, or other instrument from purchasing the ADINA Shares
as contemplated by this Agreement;
(d) Wettreich has had access to the extent it deems
necessary to the financial information of ADINA sufficient to
permit it to evaluate the business of ADINA and thereby evaluate
the merits and risks associated with the purchase of the ADINA
shares herein described;
(e) Wettreich understands that ADINA has had a varied
business history and that the ADINA Shares that it will be
acquiring must be regarded as speculative and subject to a high
degree of risk. Wettreich has received no assurance whatsoever
as to the value of the ADINA Shares nor has ADINA or any other
officer or director of ADINA made any representations or promises
to Wettreich regarding any potential appreciation in value of the
ADINA Shares.
ADINA Covenants
5. ADINA hereby covenants as follows:
(a) At the Closing, ADINA shall undertake to deliver
to Wettreich certificates for the ADINA Shares representing
shares purchased;
(b) From the date hereof, ADINA shall take no action
that would encumber or restrict the ADINA Shares subject to
this subscription or their exchange or transfer;
(c) ADINA will file all required disclosure documents
required by the Federal Securities Laws upon the execution and
consummation of this agreement.
Wettreich's Covenants
6. Wettreich hereby covenants as follows:
(a) At the Closing, Wettreich shall deliver to ADINA
certificates for the AMI Shares as set out in paragraph 1.
Issuance of Shares and Rights of Shares
7. ADINA shall issue said shares in the name of Daniel
Wettreich, 17770 Preston Road, Dallas, Texas 75252.
8. Wettreich shall execute a stock power to transfer the
AMI Shares into the name of ADINA, Inc., 17770 Preston Road,
Dallas, Texas 75252.
9. Wettreich understands and agrees that ADINA will not
issue any shares until they are fully paid for.
10. Wettreich both agree that the following or similar
restrictive legend shall be placed on the certificates and that
stop transfer orders shall be entered against said shares:
THE SHARES REPRESENTED BY THIS CERTIFICATE
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933 (THE "ACT"), AND ARE "RESTRICTED
SECURITIES" AS THAT TERM IS DEFINED IN RULE
144 UNDER THE ACT, THE SHARES MAY NOT BE
OFFERED FOR SALE, SOLD OR OTHERWISE
TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE ACT OR
PURSUANT TO AN EXEMPTION FROM REGISTRATION
UNDER THE ACT, THE AVAILABILITY OF WHICH IS
TO BE ESTABLISHED TO THE SATISFACTION OF THE
COMPANY.
Miscellaneous
11. It is understood and agreed that Wettreich and ADINA
and their representatives (including counsel and accountants)
shall each keep confidential any information (unless readily
ascertainable from public or published information or trade
sources) obtained from the other, concerning their properties,
operations and business.
12. All covenants, representations and warranties by ADINA
and Wettreich shall be true and correct as of the Closing, shall
survive the Closing, and shall bind Wettreich and ADINA and their
heirs and assigns as to any breach thereof not disclosed in
writing or known to the parties prior to the Closing.
13. No remedy conferred by any of the specific provisions
of this Agreement is intended to be exclusive or any other
remedy, and each remedy shall be cumulative and shall be in
addition to all other remedies given hereunder or now or
hereafter existing at law or in equity or by statute or
otherwise. The election of any one or more remedies by Wettreich
or ADINA shall not constitute a waiver of the right to pursue
other available remedies.
14. In the event that any part of this Agreement is
determined by a court of competent jurisdiction to be
unenforceable, the balance of the Agreement shall remain in full
force and effect.
15. ADINA hereby indemnifies Wettreich and Wettreich hereby
indemnifies ADINA for any breach of any representation, warranty
or covenant herein contained, including all costs associated with
any resulting litigation or investigation thereof.
14. This Agreement shall be construed according to the laws
of the State of Texas.
IN WITNESS WHEREOF, this Agreement has been executed by the
parties as of the date first written above.
DANIEL WETTREICH
ADINA, INC.
By:
Robert Gregory
Director