SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
_______________________________________________________________
Date of Report (date of earlist event reported): July 20, 1999
_______________________________________________________________
ISO BLOCK PRODUCTS USA, INC.
(Exact Name of Registrant as specified in its Charter)
COLORADO
(State of Incorporation)
000-25810 84-1026503
(Commission File Number) (I.R.S. Employer ID No.)
8037 South Datura St., Littleton, Colorado 80120
(Address of Principle Executive Offices, incl. Zip Code)
Registrant's telephone number, incl. area code: (303) 795-9729
_____________________________________________________________
(Former name or former address, if changed since last report)
Item 1. Changes In Control Of Registrant.
ISO BLOCK PRODUCTS USA, INC. ("Company") has
entered into an Agreement and Plan of Reorganization
dated July 20, 1999 (the "Exchange Agreement"), with
Medscan Technologies, Inc., an Oklahoma corporation
("Medscan"), and the shareholders of MedScan (the
"MedScan Holders") pursuant to which the Company has
agreed to issue at closing an aggregate of 10 million
shares of its authorized but unissued common stock
("Exchange Stock"). More information about the Exchange
Agreement and the acquisitions therein contemplated are
set forth under Item 2 below.
At the closing under the Exchange Agreement, the
current officers and directors of the Company will
resign, and in their place the following persons
designated by MedScan will be elected in their place as
the directors and executive officers of the Company:
Curtis H. Wilson Director, Chairman of the Board
Don L. Knight Director
Steven L. Scott Director, President
William G. Newhouse III Director, Secretary, Treasurer
Donald E. Dickson Vice President
The issuance of the Exchange Shares the
resignations of the current officers and directors of the
Company will result in change of control of the Company.
These transactions will result in an increase in the
Company's outstanding common shares from approximately
4,000,00 to 14,041,484, and upon consumation the Medscan
Stockholders will in the aggregate hold a majority of the
Company's shares.
Item 2. Acquisition or Disposition of Assets.
The Exchange Agreement contemplates the acquisition
by the Company of (i) all of the issued and outstanding
capital stock of MedScan, (ii) all of the issued and
outstanding Class A common stock of American Capital
Corporation, a Nevada corporation ("AMCAP"), and (iii)
all of the issued and outstanding common stock of Star
Insurance Company, Ltd., an insurance company domiciled
and licensed in the Federation of St. Kitts and Nevis,
British West Indies ("STAR"). These transactions are
collectively sometimes referred to below as the
"Exchange." The Exchange Stock will be issued as follows:
1. 8,630,000 shares of common stock to MedScan
Holders;
2. 1,000,000 shares to the holders of the
issued and outstanding shares of STAR; and
3. 320,000 shares to the holders of the Class A
common shares of AMCAP.
MedScan has agreed in the Exchange Agreement to
assign to the Company all of MedScan's rights in and
under the following agreements: (i) that certain Stock
Purchase and Exchange Agreement dated June 8, 1999 (the
"AMCAP Agreement") and attached as EXHIBIT A to the
Exchange Agreement, among MedScan and the holders of all
the Class A common shares of AMCAP (the "AMCAP Holders"),
pursuant to which Medscan has agreed to purchase all of
the outstanding Class A common shares of AMCAP (the
"AMCAP Shares") for a combination of cash and stock of
the Company; and (ii) that certain Stock Purchase and
Exchange Agreement dated June 7, 1999 (the "STAR
Agreement") and attached to the Exchange Agreement as
EXHIBIT B, among MedScan and the holder of all of the
outstanding common shares of STAR (the "STAR Shares"),
pursuant to which MedScan has agreed to purchase all of
the STAR Shares, for a combination of cash and stock of
the Company.
In addition to the Exchange Shares deliverable at
closing, the Company will be obligated over time to pay
to the AMCAP Holders a total of Six Hundred Eighty
Thousand Three Hundred (US$680,300.00) in cash, and to
pay to the holder of the STAR Shares a total of One
Million Dollars (US$1,000,000.00) in cash. The number of
shares issuable to both the AMCAP Holders and the holder
of the STAR Shares is subject to proportional increase if
the market trading price of the Company's shares does not
reach at least $10 per share within 90 days after closing
of the Exchange.
MedScan has assumed under the AMCAP Agreement, and
the Company as its assignee would assume upon closing
liability for repayment of promissory notes in the amount
of $127,823.30 to certain individuals and and $446,800 to
First International Finance Corporation, plus accrued
interest. The AMCAP Holders will have certain "piggyback"
registration rights as to the Exchange Shares issuable to
them, entitling them in certain circumstances to
registration of their shares under the Act for resale.
The Company has also agreed to issue to Black Denim
Entertainment Corp., a Nevada corporation, ("Black
Denim"), a total of 50,000 shares of its common stock in
exchange for 7,500 shares of the common stock of Black
Denim, resulting in the Company owning approximately 30%
of Black Denim. This transaction will be consummated at
and is conditioned upon the closing under the Exchange
Agreement.
The shares issuable under the Exchange Agreement
and to Black Denim will not be registered under the
Securities Act of 1933, as amended ("Act"), but will be
issued in reliance upon the exemptions from registration
under the Act afforded by Section 4(2), on the ground
that such issuances are transactions not involving any
public offering. The shares issuable to the holder of the
STAR Shares will be issued in reliance upon Regulation S,
since that holder is not a resident of or present in the
United States.
Conditions Precedent
The closing of the Exchange is subject to a number
of conditions that must be satisfied, including the
accuracy of representations and warranties, performance
of covenants, non-violation of negative covenants,
satisfactory due diligence examinations, no legal
proceedings must be pending which would adversely affect
the closing, and the like.
Termination
The Exchange Agreement may be terminated by the
mutual written agreement of the Company and MedScan and
will terminate automatically, unless extended, if the
conditions precedent to the parties' respective
obligations have not been satisfied, if the closing of
the Exchange has become inadvisable by reason of the
institution of any governmental investigation or any
lawsuit or other proceeding, or if the Exchange has not
occurred by the closing date, as it may be extended by
agreement of the parties.
Representations and Warranties; Covenants and
Agreements
The Exchange Agreement contains certain
representations, warranties, covenants and agreements by
the Company, MedScan and the MedScan Holders regarding,
among other things, the accuracy and completeness of
information supplied in connection with the Exchange. The
Exchange Agreement also provides that, prior to the
closing date the Company will not engage in any business
or activity other than attempting to consummate the
Exchange. Furthermore, the Company may not prior to
closing of the Exchange, without the prior written
authorization of MedScan, (i) make any changes in its
capital structure, (ii) incur any liability or obligation
other than current liabilities incurred in the ordinary
and usual course, (iii) declare or pay any dividend or
make any other distribution with respect to its capital
stock, (iv) issue, sell, or deliver or purchase or
otherwise acquire for value any of its stock or other
securities, (v) make any investment of a capital nature,
or (vi) enter into any contract, agreement, or other
commitment which is material to the Company.
Expenses
The Company and MedScan each have agreed to bear
its own expenses incurred in connection with the
Exchange.
Item 6. Resignations of Registrant's Directors.
The Exchange Agreement provides that current
Company directors and executive officers Egin Bresnig,
Dean Wicker and Johnny Wilson will resign at the closing
under the Exchange Agreement and be replaced as officers
and directors by the persons named in Item 1 above. Such
resignations and elections of new directors may only take
place after the Company has complied with Rule 14f-1
under the Securities Exchange Act of 1934.
Item. 7. Financial Statements, Pro Forma Financial
Information And Exhibits
(a) Financial Statements Of The Business Acquired
Financial statements of the business acquired
required to be disclosed hereunder shall be filed by
amendment to this initial report on Form 8-K not later than
60 days after the date by which this initial report must be
filed.
(b) Pro Forma Financial Information
The Pro Forma Financial Information required
to be disclosed hereunder shall be filed by
amendment to this initial report on Form 8-K not
later than 60 days after the date by which this
initial report must be filed.
(c) Exhibits
The following exhibits are included as part of this
report:
2.1 Agreement and Plan Of Reorganization dated
July 20, 1999, among the Company, Medscan
Technologies, Inc., and the shareholders of
MedScan Technologies, Inc.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Company has duly caused this
Report on Form 8-K to be signed on its behalf by the
undersigned hereunto duly authorized.
DATED: August 4, 1999
ISO BLOCK PRODUCTS USA, INC.
/s/ Egin Bresnig
By______________________________
Egin Bresnig,
Chief Executive Officer
LIST of EXHIBITS and SCHEDULES
Exhibits:
Exhibit A - AMCAP Agreement
Schedule 2.2 - Name and address of MedScan, AMCAP and STAR
shareholders, no. of MedScan shares, AMCAP and
STAR shares owned by each and number of
exchange shares that go to each person
Schedule 4(d) litigation
Schedule 4(g) disclosure of material liabilities
Schedule 4(i) taxes owed
Schedule 4(j) material contracts
Schedule 4(k) affiliated relationships
Schedule 4(o) insurance policies in effect
Schedule 4(r) patents, trademarks, servicemarks, licenses,
franchises and other intellectual property
Exhibit B - STAR Agreement
MedScan Schedules
[EXHIBIT A]
AGREEMENT AND PLAN OF REORGANIZATION
This Agreement ("Agreement") is made and entered into on July
20, 1999, byand among ISO-BLOCK PRODUCTS (USA), INC., a
Colorado corporation, as buyer (the "Company"); MEDSCAN
TECHNOLOGIES, INC., an Oklahoma corporation, as the
acquired company ("Acquired Company" or "MedScan"); and
certain persons executing this Agreement in their capacity as
shareholders of MedScan (the
"MedScan Holders").
RECITALS:
The MedScan Holders collectively own of record and
beneficially 863 shares of common stock, $1.00 par value of
MedScan (collectively, the "MedScan Shares"), which are all
the shares of MedScan capital stock issued and outstanding;
and
The MedScan Holders desire to sell to the Company, and the
Company desires to purchase from the MedScan Holders, all
of the MedScan Shares, on the terms and subject to the
conditions of this Agreement;
MedScan has entered into that certain Stock Purchase and
Exchange Agreement dated June 8, 1999 (the "AMCAP
Agreement") and attached hereto as EXHIBIT A, among
MedScan, Clifton F. Lees and Karen Capezo Zapetis, the holders
of all the Class A common shares of AMCAP (the "AMCAP
Holders"), pursuant to which Medscan has agreed to purchase
from Lees and Zapetis all of the issued and outstanding Class A
common stock (the "AMCAP Shares") of American Capital
Corporation, a Nevada corporation ("AMCAP"), which at the
time of purchase will be the only shares of capital stock of
AMCAP issued and outstanding; and in payment therefor,
MedScan has agreed as set forth in and subject to the terms and
conditions of the AMCAP Agreement to (i) pay an aggregate of
Six Hundred Eighty Thousand Three Hundred (US$680,300.00)
in cash to Lees and Zapetis and (ii) cause to be issued to Lees and
Zapetis an aggregate of 319,700 shares of the common stock of
the Company;
MedScan has entered into that certain Stock Purchase and
Exchange Agreement dated June 7, 1999 (the "Star Agreement")
and attached hereto as EXHIBIT B, among MedScan and
Consorcio
de Seguros del Caribe, S.A., a Costa Rican company ("CSC"),
pursuant to which Medscan has agreed to purchase from CSC all
of the issued and outstanding common stock (the "STAR
Shares") of Star Insurance Company, Ltd., an insurance
company domiciled and licensed in the Federation of St. Kitts
and Nevis, British West Indies ("STAR"), and in payment
therefor, MedScan has agreed as set forth in and subject to
the terms and conditions of the STAR Agreement to (i) pay an
aggregate of One Million Dollars (US$1,000,000.00) in cash to
CSC and (ii) cause to be issued to CSC an 1,000,000 shares of
the common stock of the Company;
MedScan has also wishes to assign and transfer to the
Company, and the Company wishes to accept and assume, all of
MedScan's rights and obligations under the AMCAP Agreement
and the STAR Agreement, provided that the respective
shareholders of AMCAP and STAR agree in writing to such
assignments, make certain investment representations to the
Company, acknowledge that they have carefully read and
approve the terms of this Agreement; and
The respective boards of directors of MedScan and the
Company have approved the execution of this Agreement and
performance of the parties' respective obligations herein.
NOW THEREFORE, for and in consideration of the premises and
the mutual promises and undertakings contained herein, and for
other good and valuable consideration, and subject to the terms and
conditions of this Agreement, the parties hereto agree as follows:
ASSIGNMENT AND ASSUMPTION OF STAR AGREEMENT AND AMCAP
AGREEMENT.
MedScan hereby assigns and transfers to the Company all of
MedScan's rights and liabilities of every nature whatsoever in, to
and under the AMCAP Agreement and the STAR Agreement, and
the Company hereby accepts such assignments and assumes all of
MedScan's liabilities thereunder, as if the Company had entered into
those agreements directly instead of MedScan.However, nothing in
this Agreement shall be deemed to release MedScan from
any obligation which is strictly personal to MedScan or which only
MedScan can perform. This assignment and assumption is subject to
and shall be effective upon approval by the respective shareholders
of AMCAP and STAR. No further document shall be necessary as
between the Company and MedScan to effect such assignment and
assumption, but if either party requests, MedScan
and the Company shall execute a formal written assignment and
assumption separate from this Agreement.
2. THE EXCHANGE.
2.1 Sale and Purchase of the MedScan Shares, AMCAP Shares
and
STAR Shares. On the terms and subject to conditions of this
Agreement, at the Closing (defined below), the MedScan Holders,
the AMCAP Holders and CSC shall sell, transfer, assign, convey
and deliver to the Company, free and clear of all adverse claims,
security interests, liens, claims and encumbrances (other than
restrictions under applicable securities laws or as expressly agreed to
herein by the Company), and the Company or its subsidiary
shall purchase, accept and acquire, all of the 1,000 MedScan Shares
from the MedScan Holders, all of the 25,000 AMCAP Shares from
the AMCAP Holders, and all of the STAR Shares from CSC, such
purchases and sales being herein sometimes referred to as the
"Exchange." The Company shall receive good and
merchantable title to the MedScan Shares, AMCAP Shares and
STAR Shares. It is intended among all the parties that the Exchange
shall constitute a tax free reorganization within the meaning of
Sections 351 and 368(a)(1)(B) of the Internal Revenue Code of
1986, as amended ("Code").
2.2 Issuance of Exchange Shares. The Company shall issue an
aggregate of 10,000,000 shares of its common stock, no par value
(the "Exchange Shares"), in connection with the acquisition of
MedScan, AMCAP and STAR, as follows:
(i) In full payment for the MedScan Shares, the Company shall
ratably issue and deliver to the MedScan Holders in proportion to
their respective ownership of the MedScan Shares, an aggregate of
8,630,000 of the Exchange Shares, being Ten Thousand (10,000)
Exchange Shares for every MedScan Share exchanged;
(ii) In full payment for the AMCAP Shares, the Company shall
ratably issued and deliver to the AMCAP Holders in proportion to
their respective ownership of the AMCAP Shares, an aggregate of
320,000 of the Exchange Shares; and
(iii) In full payment for the STAR Shares, the Company shall
ratably issued and deliver to CSC a total of 1,000,000 of the
Exchange Shares.
The Exchange Shares will, when issued, be validly issued, fully
paid, and nonassessable; the sale, issuance and delivery of the
Exchange Shares on the terms herein contemplated has been
authorized by all requisite corporate action of the Company; and the
Exchange Shares will not be be subject to any preemptive rights,
options or similar rights on the part of any shareholder
or creditor of the Company or any other person. The Exchange
Shares shall be issued to the MedScan Holders, AMCAP Holders
and CSC in the respective denominations set forth on SCHEDULE
2.2 to this Agreement. The acquisition of MedScan, AMCAP and
STAR must occur and be closed at the same time.
2.3 Exchange Shares Not Registered. The Exchange Shares have
not been and will not be registered under the Securities Act of 1933,
as amended ("Act"), or the securities laws of any state or states. The
Exchange Shares issuable to the MedScan Holders and the
AMCAP Holders shall be issued in reliance upon the exemptions
from registration provided by Section 4(2) of the Act and/or Rule
505 or 506 of Regulation D under the Act and under analogous state
securities laws, on the grounds that the Exchange does not involve
any public offering. The Exchange Shares issuable to CSC shall be
issued in reliance upon Regulation S under the Act covering offers
and sales of securities not made within the United States. The
Exchange Shares will be "restricted securities" as that term is
defined in Rule 144(a) of the General Rules and Regulations under
the Act and the Exchange Shares issued to the MedScan Holders and
the AMCAP Holders must be held indefinitely, unless they are
subsequently registered under the Act or an exemption from
the Act's registration requirements is available for their resale, and
the prior written consent of the Company will be necessary for any
transfer of any or all of the Exchange Shares, unless the shares have
been duly registered under the Act or the transfer is made in
accordance with Rule 144 or other available exemption under the
Act. The Exchange Shares issued to CSC may not for a period of
one year following the closing of the Exchange be offered, sold or
transferred to any "U.S. Person" (as such term is
defined in Rule 902 of egulation S) or to any person within the
United States of America, including its territories and possessions.
2.4 Restrictive Legends. (a) All certificates evidencing the
Exchange Shares issued to the MedScan Holders and the AMCAP
Holders shall, unless and until removed in accordance with law, bear
a restrictive legend substantially in the following form:
"The shares represented by this Certificate have not been
registered under the Securities Act of 1933, as amended (the "Act"),
and are "restricted securities" as that term is defined in Rule 144
under the Act. These 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."
(b) All certificates evidencing the Exchange Shares issued to
CSC shall, unless and until removed in accordance with law, bear a
restrictive legend substantially in the following form:
"These shares have not been registered with the U.S. Securities
and Exchange Commission under the U.S. Securities Act of 1933
(the "Act") but have been offered and sold in reliance upon
Regulation S under the Act and may not be offered,sold or
transferred by you, directly or indirectly, to any "U.S. Person" (as
defined in Regulation S) or in the United States of America,
including its territories and possessions, unless the shares are first
registered under the Act or an exemption from
registration under the Act is available for the proposed offer, sale or
other transfer. Hedging transactions involving these shares may not
be conducted unless in compliance
with the Act."
2.5 Closing. Subject to the conditions precedent set forth herein,
the consummation of the Control Exchange and any other
transactions herein contemplated ("Closing") shall
take place either at the offices of Brasher & Company, 90 Madison
Street, Suite 707, Denver, Colorado 80206 or by the exchange of
documents via courier, on or before July 31, 1999, which is herein
referred to as the "Closing Date". The parties may by unanimous
agreement provide for one or more postponements of the Closing.
2.6 Officers and Directors of the Company. At the Closing, the
current officers and directors of the Company shall resign as
necessary, each resignation to confirm in writing that the resigning
persons do not owe and are not owed anything by the Company,
and the persons named below shall be elected to the offices and
directorships shown next to their respective names:
Name Position
---- --------
Curtis H. Wilson DIRECTOR, Chairman of the Board
Steven L. Scott DIRECTOR, President
Donald E. Dickson DIRECTOR, Vice President
William G. Newhouse III DIRECTOR, Secretary, Treasurer
Don L. Knight Vice President
2.7 Further Assurances. MedScan and the MedScan Holders agree
to execute all documents and instruments and to take or to cause to
be taken all actions which the Company deems necessary or
appropriate to complete the transactions contemplated by this
Agreement, whether before or after the Closing.
3. OTHER AGREEMENTS OF THE PARTIES.
3.1 Reverse Splits and Certain Recapitalizations Prohibited. The
parties acknowledge that, following the Closing, the persons who are
shareholders of the Company immediately preceding the Closing,
will no longer hold a majority of the Company's voting power. The
Company and all other parties expressly agree that, during the
two-year period following the Closing ("Period"), the Company
shall not effect any "prohibited recapitalization,"
defined as any reverse split or combination of its common shares, or
any reorganization, merger, recapitalization or other action
whatsoever which has the effect of changing any issued and
oustanding common share of the Company into less than one
common share; provided, that the term "prohibited recapitalization"
shall not include any cancellation, partial cancellation or
readjustment of shares issued by the Company in the normal course
of business which relates only to shares issued after the Closing Date
and not to all common shares of the Company then issued and
outstanding. The MedScan Holders expressly agree that, during the
Period, they will not vote for or support any prohibited
recapitalization nor grant a proxy or other voting right to a person
other than a MedScan Holder to vote at any meeting or act by
written consent on a proposal to effect a prohibited recapitalization,
and will affirmatively oppose any attempt to effect a prohibited
recapitalization during the Period unless approved in a manner
permitted by this Agreement.
3.2 Right to Enforce Provisions. The provisions set forth in
Section 3.1 are intended for the protection and benefit of all persons
who are shareholders of the Company immediately prior to the
Closing and their respective successors (the "Protected
Shareholders"), all of whom are and shall be deemed third party
beneficiaries of such provisions, and all parties agree that such
provisions and the duration of the Period are reasonable. Any one or
more Protected Shareholders may bring an injunctive action to
prevent a prohibited recapitalization, an action to force the Company
to revoke or rescind a prohibited recapitalization as if it had never
been effected, an action to recover on the Company's behalf any
damages suffered by effecting the prohibited recapitalization, or any
one or more of such actions, or may otherwise judicially
enforce such provisions. Any Protected Shareholder prevailing in
such injunctive or other action shall be entitled to reimbursement
from the Company and all officers and directors involved in
effecting the prohibited recapitalization for costs and reasonable
attorneys' fees incurred in bringing such action(s).
3.3 Change of the Company's Name. The parties agree that, as
soon as reasonably possible following the Closing, a special meeting
of the Company's shareholders shall be called for the purpose of
voting upon a change of the Company's name to better reflect
the Company?s new business. The MedScan Holders agree to vote
their Exchange Shares in favor of the name change.
3.4 MedScan, STAR and AMCAP to Obtain Audited Financial
Statements. It is agreed that as soon as reasonably possible after the
Closing, MedScan shall, and if STAR's and AMCAP's respective
financial statements have not been so audited, STAR and AMCAP
shall, obtain the audited financial statements called for by Item 310
of Regulation S-B of the Securities and Exchange Commission,
including the required balance sheets, and statements of cash flows,
operations and changes in stockholders' equity, together with
all required footnotes and schedules, audited by certified public
accountants who are members of the SEC Practice Section of the
AICPA. Such statements shall be prepared in accordance with
generally accepted accounting principles ("GAAP"), applied on a
consistent basis. However, if STAR has obtained an audit not in
accordance with GAAP, it will be sufficient if STAR produces a
reconciliation to GAAP of its audited financial statements.
3.5 Stipulation as to Status of Certain Shareholders of the
Company; Etc. The Company, MedScan and the MedScan Holders
stipulate and acknowledge that (i) following the Closing, current
Company officers Egin Bresnig and Dean Wicker will cease to be
for any reason affiliates of the Company, as such term is defined in
Rule 144(a) under the Act, and that (ii) shareholder and Company
counsel John D. Brasher Jr. and his affiliate Yakima Corp. are not
affilates of the Company at the time of the Closing. The Company,
MedScan and the MedScan Holders have done such investigation as
they have deemed necessary and have satisfied themselves fully on
this point. The Company, Medscan and the MedScan Holders also
agree that John D. Brasher Jr.'s affiliate, Yakima Corp., is entitled to
removal of all restrictive legends from and stop transfer
orders affecting certificate(s) evidencing its outstanding shares at
any time upon request without need of legal opinion; and that Egin
Bresnig and Dean Wicker will be, at any time commencing three
months after the Closing Date, entitled to removal of all
restrictive legends from and stop transfer orders affecting the
certificate(s) evidencing their outstanding shares of the Company at
any time upon request without need of
legal opinion.
3.6 The Company's Capitalization at Closing; Sale of Certain
Shares. At the Closing, the Company shall have issued and
outstanding not more than 4,863,730 shares of common
stock and options to purchase not more than 600,000 shares of its
common stock (held in equal amounts by Bresnig, Wicker and
Brasher). Other than such shares and options, at
the Closing the Company will not without the prior written consent
of MedScan have issued or outstanding any other shares of stock,
nor any options or other rights to purchase its common stock, nor
any instrument convertible into or exchangeable for its
common stock. No shareholder of the Company will have any
preemptive right or similar right to purchase the Exchange Shares or
other stock of the Company.
4. MedScan's REPRESENTATIONS AND WARRANTIES.
MedScan hereby represents and warrants that the following are true
and correct as of the date hereof and will be true and
correct through the Closing Date as if made on that date:
(a) Organization and Standing. MedScan is a corporation duly
organized, validly existing and in good standing under the laws of
Oklahoma, with all requisite power and authority to carry on the
business in which it is engaged, to own the properties and
assets it owns, and is duly qualified and licensed to do business and
is in good standing in all jurisdictions where the nature of its
business makes such qualification necessary. AMCAP and STAR
are duly organized, validly existing and in good standing
under the laws of their respective jurisdictions of organization, with
all requisite power and necessary licenses to carry on their respective
businesses and to own their properties and assets.
(b) Capitalization. MedScan's authorized capital stock consists of
3,000 shares of common stock, $1.00 par value, of which 863 shares
have been issued and are outstanding, and no shares of Preferred
Stock are authorized. All of the MedScan Shares have been
duly authorized, validly issued, and are fully paid and nonassessable.
MedScan does not have outstanding any other equity securities or
any option, warrant or similar instrument and is not a party to or
bound by any agreement, instrument, arrangement,
contract, obligation, commitment or understanding of any character,
whether written or oral, express or implied, whereby MedScan is
bound to issue shares of its capital stock or any instrument or right
convertible into or exchangeable for shares of its capital
stock, nor relating to the sale, assignment, encumbrance,
conveyance, transfer or delivery of any capital stock of MedScan of
any type or class. SCHEDULE 1.2 sets forth
the names and addresses of all holders of capital stock of MedScan
and the number of shares of common stock held by each, which is an
accurate and complete list. No person has preemptive or similar
rights as to the MedScan Shares, and MedScan is not party to
any agreement that contemplates a stock exchange, merger,
reorganization or similar transaction.
(c) Subsidiaries. MedScan currently has and at Closing will have
no subsidiaries.
(d) Litigation. There are no claims, actions, suits, proceedings or
investigations pending or threatened against or affecting the STAR
Shares, AMCAP Shares, MedScan Shares, MedScan or any of its
properties or assets in any court or by or before any
federal, state, municipal or other governmental department,
commission, board, bureau, agency or other instrumentality,
domestic or foreign, or arbitration tribunal or other
forum which, if determined adversely to MedScan, would materially
affect its business, prospects, properties or financial condition or
MedScan's right to conduct its business as being conducted or
expected to be conducted, except as disclosed on SCHEDULE 4(d).
There are no judgments, decrees, injunctions, writs, orders or other
mandates outstanding to which the MedScan Shares or MedScan is a
party or by which it is bound or affected, except as disclosed on
SCHEDULE 4(d). Copies of material pleadings shall
accompany such schedule.
(e) Estoppel. All statements made in this Agreement, or in any
Exhibit or Schedule hereto, or in any document or certificate
executed and delivered herewith, by MedScan
are true, correct and complete as of the date of this Agreement and
will be so as of the Closing Date. All statements contained in any
certificate made by any official of MedScan and delivered to the
Company shall be deemed representations and warranties of
MedScan.
(f) Compliance with Laws and Permits. MedScan has complied
in all material respects with its articles of incorporation and bylaws
(each as amended to date), all applicable laws, regulations and rules,
all applicable orders, judgments, writs, decrees or injunctions of
federal, state and municipal governments or any department, agency
or other instrumentality thereof, domestic or foreign, applicable to
its business or properties, and has not done or omitted to do any act
or acts which singly or in the aggregate are in violation of any of the
foregoing. MedScan has obtained all federal, provincial and
municipal licenses and permits necessary to its properties and
operations, is not in violation of any such license or permit and has
not received any notification that any revocation or limitation thereof
is pending or threatened.
(g) No Undisclosed Material Liabilities. MedScan has not
incurred any liabilities or obligations whatever (whether direct,
indirect, accrued, contingent, absolute, secured or unsecured or
otherwise), including liabilities as guarantor or surety or
otherwise for the obligations of others and tax liabilities due or to
become due, except as described in writing to the Company or on
SCHEDULE 4(g). There is no basis for any material claim against
MedScan's assets which involves an amount in excess of $10,000,
except as disclosed in writing to the Company. MedScan has no
creditors whose prior consent might be required by law to the
Exchange.
(h) Material Transactions and Adverse Changes. Except as has
been disclosed in writing to the Company, MedScan, AMCAP and
STAR each have not and as of the Closing Date
will not have: (i) suffered any materially adverse change in its assets
taken as a whole; (ii) suffered any damage or destruction in the
nature of a casualty loss to any one or more of its assets, whether or
not covered by insurance, which singly or in the
aggregate are materially adverse to its properties or business; (iii)
made any change in any method of accounting or accounting
practice, including the revaluation of any of its
assets; or (iv) agreed in writing or otherwise to take any action
prohibited in this Section.
(i) Taxes. All income, excise, unemployment, social security,
occupational, franchise, ad valorem and other taxes, duties,
assessments or charges levied, assessed or imposed upon MedScan
by any federal, state or municipal government or subdivision or
instrumentality thereof have been duly paid or adequately provided
for, and all required tax returns or reports concerning any such items
have been duly filed. Adequate reserves have been established for all
income and other tax liabilities, except as otherwise
disclosed on SCHEDULE 4(i). MedScan has not waived any statute
of limitations with respect to any tax liability whatever for any
period prior to the date of this Agreement
or agreed to any extension of time with respect to a tax assessment
or liability. No consents have been filed by MedScan pursuant to
Section 341(f) of the Internal Revenue Code of 1986, as amended.
(j) Contracts. Attached to this Agreement as SCHEDULE 4(j) is
a listing of all material contracts to which MedScan is a party. With
respect to each such contract, except as disclosed in writing to the
Company, MedScan is not in default, the contract
is legal, valid, binding, in full force and effect and enforceable in
accordance with its terms, and the contract will continue after the
Closing to be legal, valid, binding, in full force and effect in
accordance with its terms. Contracts or commitments
described in any other Schedule need not be disclosed in
SCHEDULE 4(j).
(k) Indebtedness to and from Affiliates. Except as disclosed on
SCHEDULE 4(k), MedScan is not indebted to any officer, director,
employee or shareholder thereof as of the date of this Agreement,
and no money or property is owed to MedScan by any officer,
director, employee or shareholder thereof, and none will be owed as
of the Closing Date.
(l) Documents Genuine. All originals and/or copies of MedScan's
articles of incorporation and bylaws, each as amended to date, and
all minutes of meetings and written consents in lieu of meetings of
directors and shareholders of MedScan, financial
data, and any and all other documents, material, data, files, or
information which have been or will be furnished to the Company,
are and will be true, complete, correct and unmodified originals
and/or copies of such documents, information, data, files or
material.
(m) Financial Statements and Records. MedScan, AMCAP and
STAR each will provide to the Company two years' of financial
statements, and all such statements shall fairly
present its assets, liabilities and financial condition as of the
respective dates thereof, and all shall have been prepared in
conformity with generally accepted accounting principles,
consistently applied during the periods covered, except STAR
which may furnish non-GAAP audited financial statements which
have been reconciled to GAAP. For purposes of this Agreement,
such statements shall include all notes thereto. MedScan also will
furnish to the Company copies of its other books, accounts and
records as requested.
(n) Officers and Directors Salaries. MedScan will provide to the
Company a list of all its officers and directors, reflecting the job
description and salary of each person.
(o) Insurance. MedScan has no insurance policies in effect.
(p) Authorization and Validity. The execution, delivery and
performance by MedScan of this Agreement and any other
agreements contemplated hereby, and the consummation of
the transactions contemplated hereby and thereby, have been duly
authorized by MedScan and all necessary approvals of the
shareholder(s) of MedScan will have been obtained by
the Closing Date. This Agreement and any other agreement
contemplated hereby have been or will be as of the Closing Date
duly executed and delivered by MedScan and constitutes
and will constitute legal, valid and binding obligations of MedScan,
enforceable against it in accordance with their respective terms,
except as may be limited by applicable bankruptcy, insolvency or
similar laws affecting creditors' rights generally or the
availability of equitable remedies.
(q) Consents; Approvals; Conflict. Except for compliance with
applicable federal and state securities laws, no consent, approval,
authorization or order of any court or governmental agency or other
body is required for MedScan and the MedScan Holders to
consummate the Exchange. Neither the execution, delivery,
consummation or performance of this Agreement shall conflict with,
or constitute a breach of, and no prior approval is
necessary by or under, MedScan's articles of incorporation, bylaws
or any note, mortgage, indenture, deed of trust, lease, obligation, or
other agreement or instrument to which MedScan is a party.
(r) Intellectual Property. Attached to this Agreement as
SCHEDULE 4(r) is a description of all registered trademarks,
trademarks, servicemarks, copyrights, trade names and licenses,
owned or held by MedScan and applications pending therefor.
Copies of each such right or application shall be furnished to the
Company. MedScan has not interfered with, infringed upon,
misappropriated, or otherwise come into conflict with
any patent, trademark, trade name, servicemark or copyright
belonging to any third person, and MedScan has never received any
charge, complaint, claim, demand or notice alleging any such
interference, infringement or misappropriation MedScan owns or
hold adequate licenses or other rights to use all patents, trademarks,
trade names, servicemarks and copyrights used in its business as
now conducted, and such use does not conflict with, infringe upon or
violate the rights of any third party in a manner which
might have a materially adverse effect upon MedScan.
(s) Disclaimer of Further Warranties; Etc. Except as expressly
set forth in this Agreement and the Schedules and Exhibits hereto,
the Company has made no other representation or warranty to
MedScan or any MedScan Holder in connection with the
Exchange. MedScan's decision to enter into the Exchange is based
upon its own independent judgment and investigation and not on any
representations and warranties of the Company other than those
expressly stated in this Agreement and in the Schedules and
Exhibits hereto.
(t) OTC Quotation. MedScan acknowledges that the Company's
common stock is quoted on the OTC Bulletin Board under symbol
"ISOB." There is at this time no active and regular market in the
shares of the Company.
(u) AMCAP Agreement and STAR Agreement. The
representations and warranties set forth in the AMCAP Agreement
are true and correct and will be true and correct at the
Closing, and the representations and warranties set forth in the
STAR Agreement are true and correct will be true and correct at the
Closing. There has been no material breach of either the AMCAP
Agreement or the STAR Agreement by any party which has not been
cured to the non-breaching parties' satisfaction or waived.
(v) Capitalization of AMCAP and STAR.
(i) AMCAP has authorized 25,000 shares of its Class A common
stock, $0.10 par value per share, of which 25,000 shares are issued
and outstanding and owned by the AMCAP holders, and 100,000
shares of its Class B common stock, $1.00 par value per
share, of which 100,000 shares are issued and outstanding, which
will be redeemed by AMCAP at or prior to the Closing and retired.
(ii) STAR has authorized 1,000 shares of its common stock,
EC$1.00 par value per share, of which 1,000 shares are issued and
outstanding and owned by CSC, and 280,000,000 shares of Series A
preferred stock, US$1.00 par value per share, of which
280,000,000 shares are issued and outstanding, and 100,000,000
shares of Series B preferred stock, US$1.00 par value per share, of
which 100,000,000 shares are issued and outstanding.
5. REPRESENTATIONS AND WARRANTIES OF THE
MedScan HOLDERS. The MedScan Holders each
represent and warrant to the Company that the following are true and
correct as of the date hereof and will be true and correct through the
Closing Date as if made on that date:
(a) Each MedScan Holder owns of record and beneficially all the
MedScan Shares respectively shown next to his, her or its name on
SCHEDULE 2.2 to this Agreement; and his, her or its MedScan
Shares are free and clear of all liens, claims, rights or other
encumbrances whatever and of all options and similar rights of third
persons; and no person has or will have any right in and to such
shares except as are created by force of law under any marital,
community property or similar rights. No third party has or at
Closing will have any right of first refusal, pre-emptive right, option
or similar right to acquire any of the MedScan Shares except as
disclosed to the Company in writing prior to the Closing. Each
MedScan Holder represents and warrants that he, she or it is not
now insolvent and will not be insolvent after selling and delivering
the MedScan Shares to the Company on the terms of this
Agreement, and each MedScan Holder is receiving new
consideration at least equal to the full and fair value of the MedScan
Shares being sold. Each MedScan Holder has the full right, power
and legal capacity to enter into this Agreement and sell and deliver
the MedScan Shares to the Company. As to each
MedScan Holder which is a corporation or other entity, all requisite
corporate or equivalent action has been taken necessary to approve
the execution and performance of this Agreement.
(b) MedScan and the MedScan Holders understand and
acknowledge that the Company is not profitable and does not have
full-time or professional management, and that the
officers and directors of the Company after the Closing will be the
current officers and directors of or persons designated by MedScan.
Each MedScan Holder recognizes that the Exchange Shares are
speculative and involve a high degree of risk, and that the
prospects and future success of the Company depend principally
upon the MedScan Holders and current MedScan management.
(c) Each MedScan Holder acknowledges and agrees that he, she or
it or his, her or its representatives have been furnished with or
offered substantially the same kind of information regarding the
Company and its business, assets, financial condition and plan
of operation as would be contained in a registration statement and
included prospectus prepared in connection with a public offering of
the Exchange Shares. Each MedScan Holder further represents that
he, she or it has had an opportunity to ask questions of
and receive answers from the Company regarding the Company and
its business, assets, results of operations, financial condition and
plan of operation and the terms and conditions of the issuance of the
Exchange Shares.
(d) In connection with the issuance and delivery of the Exchange
Shares, each MedScan Holder understands and acknowledges that
the Exchange Shares have not been and will not be registered under
the Act or any state laws in reliance upon exemptions from
registration and that such shares will be restricted and subject to
significant restrictions on transfer, as described in Section 1.3 of this
Agreement. Each MedScan Holder is acquiring the Exchange Shares
for his, her or its own account, and not for the account of any other
person and not for distribution, assignment or resale to others, or
for pledge or hypothecation, and no other person has or is intended
to have a direct or indirect ownership or contractual interest in the
Exchange Shares except as may exist or arise under marital property
laws or otherwise by operation of law.
(e) The MedScan Holder, alone or together with the MedScan
Holder's adviser(s), has such knowledge and experience in financial,
tax and business matters as to enable MedScan Holder to utilize the
information made available by the Company, in connection
with the Exchange and issuance of the Exchange Shares, to evaluate
the merits and risks of acquiring the Exchange Shares and to make
an informed investment decision with respect thereto.
(f) All information which each MedScan Holder has provided or
will provide to the Company is or will be correct and complete as of
the date furnished to the Company, and, if there should be any
material change in such information prior to the Closing as to a
MedScan Holder, that MedScan Holder will immediately provide
the Company with such information.
(g) No MedScan Holder was solicited by the Company by any
form of general solicitation or general advertising, including but not
limited to any advertisement, article, notice or other communication
published in any newspaper, magazine or similar
media or broadcast over television or radio, or made available over
telephone lines by any information service, or any seminar or
meeting whose attendees had been invited by any means of general
solicitation or general advertising.
(h) Except as expressly set forth in this Agreement and the
Schedules and Exhibits hereto, the Company has not made any
representation or warranty to any MedScan Holder in
connection with this Agreement. Each MedScan Holder's decision to
enter into the Exchange is based upon his, her or its own
independent judgment and investigation and not on any
representations and warranties of the Company other than
those expressly stated in this Agreement and in the Schedules and
Exhibits hereto.
(i) To the best of the knowledge of each MedScan Holder, all of
the representations and warranties of MedScan set forth in this
Agreement are accurate and true.
6. REPRESENTATIONS AND WARRANTIES OF THE
COMPANY. Unless specifically stated otherwise, the Company
represents and warrants to the other parties that the following
are true and correct as of the date hereof and will be true and correct
through the Closing Date as if made on that date.
(a) Organization and Good Standing. The Company is and on the
Closing Date will be duly organized, validly existing and in good
standing under the laws of the State of Colorado, entitled to own its
properties and operate its business as now being conducted.
(b) Authorized Capitalization. As provided in its Articles of
Incorporation, the authorized capital stock of the Company consists
of 50,000,000 shares of common stock, no par value, of which
4,863,730 are and will at closing be outstanding, and 1,500,000
shares of Series A preferred stock, no par value, none of which shall
be issued and outstanding at Closing.
(c) Outstanding Options, Warrants or Other Rights. The
Company has options outstanding to purchase a total of 600,000
shares of common stock, held in equal amounts
by Bresnig, Wicker and Brasher, which MedScan and the MedSan
Holders agree have been duly authorized and are validly issued. The
Company does not have outstanding any option, warrant or similar
instrument and is not a party to or bound by any agreement,
instrument, arrangement, contract, obligation, commitment or
understanding of any character, whether written or oral, express or
implied, whereby the Company is bound to issue shares of its capital
stock or any instrument or right convertible into or exchangeable for
shares of its capital stock, nor relating to the sale, assignment,
encumbrance, conveyance, transfer or delivery of any capital stock
of the Company of any type or class. The Company shall provide to
MedScan a list of all holders of the Company's capital stock, the
number of shares held by each and the number of each
certificate held, duly certified by the Secretary of the Company.
(d) Subsidiaries. The Company has and as of the Closing will
have no subsidiaries.
(e) Documents Genuine. All originals and/or copies of the
Company's articles of incorporation and bylaws, each as amended to
date, and all minutes of meetings and written consents in lieu of
meetings of shareholders, directors and committees of
directors of the Company, financial data, and any and all other
documents, material, data, files, or information which have been or
will be furnished to MedScan, are and will be true, complete, correct
and unmodified originals and/or copies of such documents,
information, data, files or material.
(f) Litigation. There are no claims, actions, suits, proceedings or
investigations pending or threatened against or affecting the
Company in any court or by or before any federal, state, municipal or
other governmental department, commission, board, bureau,
agency or other instrumentality, domestic or foreign, or arbitration
tribunal or other forum. There are no judgments, decrees,
injunctions, writs, orders or other mandates outstanding to which the
Company is a party or by which it is bound or affected.
(g) Compensation Plans. Except as described below, the
Company has not authorized and does not have in effect any stock
option or stock purchase plan, dividend reinvestment plan or similar
plan pursuant to which any person is entitled to acquire
capital stock of the Company or any securities convertible into or
exchangeable for its capital stock. The Company has delivered to
MedScan a copy of each plan described below. No shares will be
awarded or issued pursuant to either such plan without the prior
written authorization of MedScan.
(i) The Company has in effect a 1997 Compensatory Stock
Option Plan, covering 1,000,000 shares of the Company's common
stock. Options to purchase a total of 600,000 shares have been
granted pursuant to this plan, and no other options
will be granted prior to Closing.
(ii) The Company has in effect a 1997 Employee Stock
Compensation Plan covering 1,500,000 of the Company's common
shares, pursuant to which the Company may award shares
of common stock to persons defined therein as employees. No shares
have been awarded pursuant to such plan or will be awarded prior to
Closing.
(h) Authorization and Validity. The execution, delivery and
performance by the Company of this Agreement and any other
agreements contemplated hereby, and the consummation of the
transactions contemplated hereby and thereby, have been duly
authorized by the Company. This Agreement and any other
agreement contemplated hereby have been or will be as of the
Closing Date duly executed and delivered by the Company
and constitute and will constitute legal, valid and binding
obligations of the Company, enforceable against it in accordance
with their respective terms, except as may be
limited by applicable bankruptcy, insolvency or similar laws
affecting creditors' rights generally or the availability of equitable
remedies.
(i) Financial Statements. The Company will provide to MedScan
the Company's financial books and records such audited and
unaudited financial statements of the Company, back to inception, as
exist and as MedScan requests. All such statements shall
fairly present the assets, liabilities and financial condition of the
Company as of the respective dates thereof, and all shall have been
prepared in conformity with generally accepted accounting
principles, consistently applied during the periods covered. For
purposes of this Agreement, such statements shall include all notes
thereto.
(j) No Undisclosed Material Liabilities. The Company has not
incurred any liabilities or obligations whatever (whether direct,
indirect, accrued, contingent, absolute, secured or unsecured or
otherwise), which singly or in the aggregate are material to it, except
as disclosed in the Company's financial statements or otherwise
disclosed in writing to MedScan.
(k) Taxes. All income, excise, unemployment, social security,
occupational, franchise and other taxes, duties, assessments or
charges levied, assessed or imposed upon the Company by the
United States or by any state or municipal government or
subdivision or instrumentality thereof have been duly paid or
adequately provided for, and all required tax returns or reports
concerning any such items have been duly filed
or will be so filed.
(l) Indebtedness to or from Affiliates. The Company is not and
will not be indebted to any officer, director, employee or shareholder
thereof as of the Closing Date. No money or property is owed to the
Company by any officer, director, employee or shareholder thereof,
and none will be owed as of the Closing.
(m) Salaries. No person currently receives a salary or other cash
compensation from the Company, and no person will receive a
salary or other cash compensation from the Company prior to
Closing.
(n) Insurance. The Company does not now have any insurance
policy in effect and will not obtain any insurance policy prior to
Closing.
(o) Books, Records and Accounts. Except for the minute book
and accounting and corporate records of the Company furnished to
MedScan, there are no other books, records or accounts of the
Company. MedScan shall have the right to review and obtain the
records, books and accounts of the Company, all and sundry.
(p) Estoppel. All statements made herein, or in any Exhibit or
Schedule hereto, or in any document or certificate executed and
delivered herewith by the Company are true, correct and complete as
of the date of this Agreement and will be so as of the Closing.
All statements contained in any certificate made by any officer or
director of the Company and delivered to MedScan shall be deemed
representations and warranties of the Company.
(q) Consents; Approvals; Conflict. No consent, approval,
authorization or order of any court or governmental agency or other
body is required for the Company to execute and perform its
obligations under this Agreement. Neither the execution, delivery,
consummation or performance of this Agreement shall conflict with,
constitute a breach of the Company's articles of incorporation and
bylaws, as amended to date, or any note, mortgage, indenture, deed
of trust or other agreement of instrument to which the Company
is a party or by which it is bound nor, to the best of the Company's
knowledge and belief, any existing law, rule, regulation, or any
decree of any court or governmental department, agency,
commission, board or bureau, domestic or foreign, having
jurisdiction over the Company.
(r) Restrictive Covenants. Prior to the consummation of the
proposed Exchange, the Company shall not engage in any business
or activity other than attempting to consummate the Exchange.
Furthermore, the Company will not, without the prior
written authorization of MedScan, (i) make any changes in its capital
structure, (ii) incur any liability or obligation other than current
liabilities incurred in the ordinary and usual course,
(iii) declare or pay any dividend or make any other distribution with
respect to its capital stock, (iv) issue, sell, or deliver or purchase or
otherwise acquire for value any of its stock or other securities, (v)
make any investment of a capital nature, or (vi) enter into any
contract, agreement, or other commitment which is material to the
Company.
(s) Disclaimer of Further Warranties; Etc. Except as expressly set
forth in this Agreement and the Schedules and Exhibits hereto,
MedScan has made no other representation or warranty to the
Company in connection with the Exchange. The Company's
decision to enter into the Exchange is based upon the Company's
own independent judgment and investigation and not on any
representations and warranties of MedScan other than
those expressly stated in this Agreement and in the Schedules and
Exhibits hereto.
7. CONDITIONS TO OBLIGATIONS OF THE PARTIES;
DELIVERIES. All obligations of the parties under this Agreement
are subject to the accuracy and truthfulness of all
representations of the other parties, and the fulfillment, prior to the
Closing, of all conditions precedent and to performance of all
covenants and agreements and completion of all deliveries
contemplated herein, unless specifically waived in
writing by the party entitled to performance or to demand fulfillment
of the covenant or delivery of the documents.
7.1 Documents to be Delivered to the Company. At the Closing,
the following documents shall be delivered to the Company by
MedScan, STAR, or AMCAP, or the MedScan Holders,
AMCAP Holders or CSC, as the case may be, which documents
shall be satisfactory in form and content to the Company's counsel:
(a) Certificates executed by the chief executive officer and the
chief financial or accounting officer of MedScan, dated the Closing
Date, certifying that the representations and warranties of MedScan
contained in this Agreement and the information set forth in all
Schedules and Exhibits of MedScan hereto are then true and
correct and that MedScan has complied with all agreements and
conditions required by this Agreement and all related agreements to
be performed or complied with by MedScan.
(b) A copy of the directors' resolution or the minutes of the
meeting of the directors of MedScan approving the execution and
performance of this Agreement.
(c) All certificates evidencing the MedScan Shares, AMCAP
Shares and STAR Shares, each indorsed on the reverse side for
transfer or accompanied by a signed stock power in
form satisfactory to the Company.
(d) All Schedules, properly filled out, and all Exhibits called for
in this Agreement.
7.2 Documents to be Delivered by the Company. At the Closing
the following documents shall be delivered to MedScan, STAR or
AMCAP, and the MedScan Holders, AMCAP Holders or
CSC, as the case may be, by the Company:
(a) To the MedScan Holders, certificates evidencing an aggregate
of 8,630,000 Exchange Shares in the proper denominations, bearing
the appropriate legends.
(b) To the AMCAP Holders, certificates evidencing an aggregate
of 320,000 Exchange Shares in the proper denominations, bearing
the appropriate legends.
(c) To CSC, a certificate evidencing 1,000,000 Exchange Shares,
bearing an appropriate legend.
(d) To MedScan, AMCAP and STAR, a certificate executed by
the Company dated the Closing Date, certifying that the
representations and warranties of the Company contained in this
Agreement and the information set forth in all Schedules and
Exhibits of the Company are then true and correct and that the
Company has complied with all agreements and conditions required
by this Agreement to be performed or complied with by it.
(e) To MedScan, STAR and AMCAP, a copy of the directors'
resolution or the minutes of the meeting of the directors of the
Company approving the execution and performance
of this Agreement.
(f) All Schedules, properly filled out, and all Exhibits called for in
this Agreement.
7.3 Conditions Precedent. The obligations of the parties under this
Agreement are subject to the satisfaction of the following conditions
(in addition to other conditions and terms of this Agreement), unless
waived in writing, on or prior to the Closing:
(a) Representations and Warranties Correct. The representations
and warranties of every party contained in this Agreement shall be in
all material respects true and correct on and as of the Closing Date
as if made on such date. In addition, the representations and
warranties respectively set forth in the STAR Agreement and
AMCAP Agreement shall be in all material respects true and correct
as of such date.
(b) Compliance. The Company, MedScan and the MedScan
Holders each shall have performed all covenants and agreements,
satisfied all conditions and complied with all other terms and
provisions of this Agreement to be respectively performed, satisfied
or complied with by it as of the Closing Date. The AMCAP Holders
and CSC must have performed all covenants and agreements,
satisfied all conditions and complied with all
other terms and provisions of the AMCAP Agreement and Star
Agreement, respectively.
(c) Due Diligence Examination. The Company shall have
completed a due diligence examination of MedScan satisfactory to
the Company covering all books, records, contracts and other
documents and all financial affairs of MedScan. MedScan shall have
completed a due diligence examination of the Company satisfactory
to MedScan covering all books, records, contracts and other
documents and all financial affairs of the Company.
(d) Legal Matters. All legal matters in connection with this
Agreement and the consummation of all transactions herein
contemplated, and all documents and instruments
delivered in connection herewith shall be reasonably satisfactory in
form to each party.
(e) No Litigation or Proceedings. No injunction or restraining
order of any federal or state court is in effect which prevents the
transfer of the MedScan Shares, STAR Shares or AMCAP Shares,
and issuance and delivery of the Exchange Shares, and no lawsuit
or other proceeding has been filed by any person by the Closing
Date contesting or attempting to enjoin either action, and no action
is taken and no law is passed after the date of this Agreement which
prevents the Exchange.
8. OTHER COVENANTS OF THE PARTIES. The parties agree
that, prior to the Closing:
(a) Effectuation of this Agreement. The parties hereto each will
use their best efforts to cause this Agreement and all related
agreements to become effective, and all transactions herein and
therein contemplated to be consummated, in accordance with its
and their terms, to obtain all required consents, waivers and
authorizations of governmental entities and other third parties, to
make all filings and give all notices to those regulatory authorities or
other third parties which may be necessary or reasonably required in
order to effect the transactions contemplated in this Agreement, and
to comply with all federal, local and state laws, rules and regulations
as may be applicable to the contemplated transactions.
(b) Restrictive Covenants. Prior to the consummation of the
Exchange, MedScan, AMCAP and STAR each shall conduct its
business in the ordinary and usual course without
unusual commitments and in compliance with all applicable laws,
rules, and regulations. Furthermore, MedScan, AMCAP and STAR
each will not, without the prior written consent of
the Company, (i) make any changes in its capital structure, (ii) incur
any liability or obligation other than current liabilities incurred in the
ordinary and usual course of business, (iii) incur any material
indebtedness for borrowed money, (iv) make any loans
or advances other than in the ordinary and usual course of business,
(v) declare or pay any dividend or make any other distribution with
respect to its capital stock, (vi) issue, sell, or deliver or purchase or
otherwise acquire for value any of its stock or
other securities, or (vii) mortgage, pledge, or subject to encumbrance
any of its assets or properties or sell or transfer any of its assets or
properties, except in the ordinary and usual course of business,
except that AMCAP may take any action required or
permitted by the AMCAP Agreement and STAR may take any
action required or permitted by the STAR Agreement.
(c) Restriction on Action. The parties each agree that he or it will
not do any thing or act prohibited by this Agreement or any related
agreement, or fail to do any thing or act which he or it has
undertaken to do in this Agreement or any related agreement.
(d) Access and Information. To the extent each party deems
necessary for purposes of this Agreement and the transactions
contemplated hereby, MedScan and the Company each
shall permit the other, its counsel, accountants and other
representatives to have full access, upon reasonable notice and
during regular business hours, throughout the period
prior to Closing, to its equipment, assets, properties, books and
records, and will cause to be furnished to the requesting party and its
representatives during such period all information it or its
representatives may reasonably request.
(e) Confidentiality. MedScan and the Company covenant that
they each will not disclose any confidential information of the other
party, except to its officers, directors, attorneys, accountants, and
employees involved in these transactions, and
only then on the condition that such individuals not disclose the
information disclosed to them. Notwithstanding the foregoing, the
terms of this Agreement, or of any of the transactions contemplated
hereby, may be disclosed following execution hereof, provided
that each party will provide at least twenty-four hours' notice to the
other party prior
to making the initial public announcement regarding the transaction.
In addition, either party may disclose this Agreement or any part
hereof to any third party at any time if required to do so by law, this
Agreement or other contractual obligation.
INDEMNIFICATION.
9.1 Indemnification by MedScan. MedScan agrees to defend,
indemnify and hold the Company, any subsidiary or affiliate thereof,
and its respective successors, officers, directors and controlling
persons (the "Indemnified Company Group") harmless from and
against any and all losses, liabilities, damages, costs or expenses
(including reasonable attorney's fees, penalties and interest) payable
to or for the benefit of, or asserted by, any party resulting from,
arising out of, or incurred as a result of (a) the breach of any
representation made by MedScan or a MedScan Holder herein or in
accordance herewith; (b) the breach of any warranty or covenant
made by MedScan or a MedScan Holder herein or in accordance
herewith; or (c) any claim, whether made before
or after the date of this Agreement, or any litigation, proceeding or
governmental investigation, whether commenced before or after the
date of this Agreement, arising out of the business of MedScan or
arising out of any act or occurrence prior to, or any
state of facts existing as of the Closing.
9.2 Indemnification by the Company. The Company agrees to
defend, indemnify and hold MedScan, any subsidiary or affiliate
thereof, and its respective successors, officers,
directors and controlling persons (the "Indemnified MedScan
Group") harmless from and against any and all losses, liabilities,
damages, costs or expenses (including reasonable attorney's fees,
penalties and interest) payable to or for the benefit of, or
asserted by, any party resulting from, arising out of, or incurred as a
result of (a) the breach of any representation made by the Company
herein or in accordance herewith; (b) the breach of any warranty or
covenant made by the Company herein or in accordance
herewith; or (c) any claim, litigation, proceeding or governmental
investigation, whether commenced before or after the date of this
Agreement, arising out of any act or occurrence prior to, or any state
of facts existing as of the Closing.
9.3 Survival of Covenants and Warranties. The representations,
warranties, covenants and agreements made by MedScan on the one
hand, and the Company on the other hand, shall survive the Closing
and shall be fully enforceable at law or in equity against such
other party and its successors and assigns for a period of one year
after the Closing Date. Any investigation at any time made by or on
behalf of (or any disclosure to ) any party hereto shall not diminish
in any respect whatsoever its right to rely on the
representations and warranties of the other party hereto.
9.4 Notice of Claims. The Company and MedScan each agree to
give prompt written notice to the other of any claim against the party
giving notice which might give rise to a claim by it against the other
party hereto based upon the indemnity provisions
contained herein, stating the nature and basis of the claim and the
actual or estimated amount thereof; provided, however, that failure
to give such notice will not affect the obligation of the indemnifying
party to provide indemnification in accordance with the
provisions of this Section 9 unless, and only to the extent that, such
indemnifying party is actually prejudiced thereby. In the event that
any action, suit or proceeding is brought against any member of the
Indemnified MedScan Group or the Indemnified Company Group
with respect to which any party hereto may have liability under the
indemnification provisions contained herein, the indemnifying party
shall have the right, at its sole cost and expense, to defend such
action in the name of or on behalf of the indemnified party and, in
connection with any such action, suit or proceeding,
the parties hereto agree to render to each other such assistance as
may reasonably be required in order to ensure the proper and
adequate defense of any such action, suit or proceeding; provided,
however, that an indemnified party shall have the right to retain
its own counsel, with the fees and expenses to be paid by the
indemnifying party, if representation of such indemnified party by
the counsel retained by the indemnifying party would be
inappropriate because of actual or potential differing
interests between such indemnified party and any other party
represented by such counsel. Neither party hereto shall make any
settlement of any claim which might give rise to liability of the
other party under the indemnification provisions contained herein
without the written consent of such other party, which consent such
other party covenants shall not be unreasonably withheld.
10. TERMINATION OF THIS AGREEMENT.
10.1 Grounds for Termination. This Agreement shall terminate:
(a) By mutual written consent of the Company and MedScan;
(b) By MedScan or the Company, if:
(i) all the conditions precedent to its respective obligations
hereunder have not been satisfied or waived prior to the Closing
Date, as it may be accelerated or extended, or if any MedScan
Holder refuses to execute this Agreement;
(ii) any party shall have defaulted or refused to perform in any
material respect under this Agreement, or if the Company or
MedScan should have reasonable cause to believe there has been a
material representation concerning, or failure or breach of,
any representation or warranty by the other party, or if it appears that
either MedScan or the Company has committed any unlawful acts
affecting the other party;
(iii) the transactions contemplated in this Agreement and related
agreements have not been consumated on the Closing Date, as it
may be mutually accelerated or extended, OR
(iv) either the Company or MedScan shall reasonably determine
that the transactions contemplated in this Agreement have become
inadvisable by reason of the institution or threat by any federal, state
or municipal governmental authorities or by other person
whatever of a formal investigation or of any action, suit or
proceeding of any kind against either or both parties which in one
party's reasonable belief is material in light of the other party's
business, prospects, properties or financial condition;
10.2 Manner of Termination. Any termination of this Agreement
(other than an automatic termination) shall be made in accordance
with the above listed grounds and, if terminated by MedScan or the
Company, shall be accompanied by a copy of the resolution
of the terminating party's board of directors. Written notice of
termination shall be given to the other party as required in this
Agreement as promptly as is practical under the circumstances.
Upon a party's receipt of such termination notice, this Agreement
shall terminate and the transactions herein contemplated shall be
abandoned without further action by the parties.
10.3 Survival of Confidentiality Provisions. Upon termination of
this Agreement for any reason, (i) the covenants of the parties
concerning the confidentiality and proprietary nature of all
documents and other information furnished hereunder shall remain
in force except as to information which has otherwise
become public knowledge, and (ii) each party shall promptly return
all documents received from the other party in
connection with this Agreement. This Section constitutes a mutual
covenant of the parties, and either may judicially enforce it.
11. MISCELLANEOUS PROVISIONS.
(a) Assignment. Neither this Agreement nor any right created
hereby or in any agreement entered into in connection with the
transactions contemplated hereby shall be assignable by any party
hereto without the written consent of the party not seeking
assignment, except that the Company may direct such an assignment
to a wholly owned subsidiary corporation. No such assignment shall
relieve the assignor of any obligations created under this Agreement.
(b) Parties in Interest; No Third Party Beneficiaries. Except as
otherwise provided herein, the terms and conditions of this
Agreement shall inure to the benefit of and be
binding upon the parties and their respective heirs, legal
representatives, successors and assigns. Neither this Agreement nor
any other agreement contemplated hereby shall be
deemed to confer upon any person not a party hereto or thereto any
rights or remedies hereunder or thereunder, except as expressly set
forth in this Agreement.
(c) Entire Agreement. This Agreement and the agreements
contemplated hereby constitute the entire agreement of the parties
regarding the subject matter hereof, and supersede all prior
agreements and understandings, both written and
oral, among the parties, or any of them, with respect to the subject
matter hereof.
(d) Severability. If any provision of this Agreement is held to be
illegal, invalid or unenforceable under present or future laws
effective during the term hereof, such
provision shall be fully severable and this Agreement shall be
construed and enforced as if such illegal, invalid or unenforceable
provision never comprised a part hereof; and
the remaining provisions hereof shall remain in full force and effect
and shall not be affected by the illegal, invalid or unenforceable
provision or by its severance herefrom. Further, in lieu of such
illegal, invalid or unenforceable provision, there
shall be added automatically as part of this Agreement a provision as
similar in terms to such illegal, invalid, or unenforceable provision
as may be possible and be legal, valid and enforceable.
(e) Survival of Representations, Warranties and Covenants. The
representations, warranties and covenants of all parties contained
herein shall survive the Closing, and all statements contained in any
certificate, exhibit or other instrument delivered by or
on behalf of the Company or MedScan, as the case may be, and,
notwithstanding any provision in this Agreement to the contrary,
shall survive the Closing.
(f) Interpretation. This Agreement shall be governed by and
construed under the laws of the State of Colorado and shall be
interpreted as if all parties participated equally in its drafting. The
captions in this Agreement are for convenience of reference
only and shall not limit or otherwise affect any of the terms or
provisions hereof. Whenever the context requires, the gender of all
words used herein shall include the masculine, feminine and neuter,
and the number of all words shall include the singular
and plural. Use of the words "herein", "hereof", "hereto" and the like
in this Agreement shall be construed as references to this Agreement
as a whole and not to any particular provision in this Agreement,
unless otherwise noted.
(g) Notice. Any notice or communication hereunder or in any
agreement entered into in connection with the transactions
contemplated hereby must be in writing and given by
depositing the same in the United States mail, addressed to the party
to be notified, postage prepaid and registered or certified with return
receipt requested, by telefax transmission or by delivery by use of a
messenger which regularly retains its delivery
receipts. Such notice shall be deemed received on the date on which
it is delivered to the addressee. For purposes of notice, the addresses
of the parties shall be, if to a MedScan Holder, sent to MedScan for
forwarding, and:
If to MedScan: William G. Newhouse III
425 North Meridian
Oklahoma City, OK 73107
If to the Company: Mr. Egin Bresnig
c/o Brasher & Company
90 Madison Street, Suite 707
Denver, Colorado 80206
(h) No Finders. Each party represents and warrants to the others
and agrees that it has not employed or engaged, and will not employ
or engage, any person as a finder or broker in connection with the
transactions contemplated herein, and that no person is
entitled to compensation as a finder or broker. Each party hereby
indemnifies the other parties and holds the other parties harmless
from and against any claims of any third
persons claiming to have acted as a finder or broker in connection
with the transactions herein contemplated, and such indemnity shall
include all expenses, costs and damages arising from or related to
such claims, including reasonable attorneys fees.
(i) Expenses. Except as otherwise provided in this letter, the
Company and MedScan shall bear their own fees and expenses
incurred in connection with the transactions
contemplated herein.
(j) Counterparts. This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original, and all of
which together shall constitute one and
the same instrument. Execution and delivery of this Agreement by
exchange of facsimile copies bearing facsimile signature of a party
shall constitute a valid and binding execution and delivery of this
Agreement by such party. Such facsimile copies shall
constitute enforceable original documents.
(k) Prevailing Party Clause. In the event of any litigation or
proceeding arising as a result of the breach of this Agreement or the
failure to perform hereunder, or failure or untruthfulness of any
representation or warranty herein, the party or parties
prevailing in such litigation or proceeding shall be entitled to collect
the costs and expenses of bringing or defending such litigation or
proceeding, including reasonable attorneys' fees, from the party or
parties not prevailing.
(l) Relationship of the Parties. Nothing in this Agreement is
intended to be construed so as to suggest that the parties hereto are
partners or joint venturers, or that any party or its employees is the
employee or agent of the other. Neither MedScan
nor the Company has any express or implied right or authority under
this Agreement to assume or create any obligations on behalf of or in
the name of the other party to any contract, agreement, arrangement,
understanding or undertaking with any third party.
(m) Exhibits, Schedules, etc. Each Exhibit to this Agreement
shall be initialed by MedScan and the Company, and each Schedule
shall be initialed by the party providing it. Any Schedule provided
by MedScan Holders shall be initialed by all of the MedScan
Holders. If a Schedule does not apply, it must nonetheless be
furnished and marked "not applicable." The information contained
in every Schedule shall be updated as necessary
as of a date as close as possible to the Closing Date and must be
accurate and complete as of the Closing Date. Each party signing
this Agreement represents and warrants, to
all other parties, by such signature that he, she or it has carefully
read this Agreement in its entirety and understands the provisions of
this Agreement.
(n) No Advice Given. MedScan and the MedScan Holders
acknowledge and agree that they have neither asked for nor received
any legal or tax advice from the Company or its
counsel, John D. Brasher Jr., Esquire, or any other person associated
with the Company, in regard to this Agreement or the transactions
herein contemplated, and have instead relied on advice and counsel
furnished by their own legal or other advisers in order to satisfy
themselves as to the tax and other legal implications to them of the
Exchange and issuance of the Exchange Shares.
IN WITNESS WHEREOF, all parties have executed this
Agreement, and MedScan and the Company have initialed every
preceding page hereof, as of the dates respectively indicated below.
ISO-BLOCK PRODUCTS(USA),INC. MEDSCAN
TECHNOLOGIES,INC.
By...........................................
By...........................................
Egin Bresnig, President Don L. Knight, President
(SEAL) (SEAL)
Page 18
SHAREHOLDERS' SIGNATURE PAGE
to Agreement and Plan of Reorganization
among Iso Block Products (USA) Inc., MedScan Technologies, Inc.
and certain shareholders of MedScan Technologies, Inc.
TERRY POOLE and ROSE POOLE, JTWROS
ROY T. POOLE and FAY L. POOLE, JTWROS
By................................................
By.................................................
William G. Newhouse III, William G. Newhouse III,
Attorney-in-Fact Attorney-in-Fact
DEWAYNE GREEN AMERICAN BUSINESS ALLIANCE INC.
By..................................................
By..................................................
William G. Newhouse III, William G. Newhouse III,
Attorney-in-Fact Attorney-in-Fact
DONALD E. DICKSON BLACK DENIM ENTERTAINMENT CORP.
By..................................................
By..................................................
William G. Newhouse III Don L. Knight, President
Attorney-in-Fact
WILLIAM G. NEWHOUSE III SHALOM ENERGY PARTNERS LTD.
By..................................................
By..................................................
Signature William G. Newhouse III
Attorney-in-Fact
NEWPORT INVESTMENT TRUST
By..................................................
William G. Newhouse III
Attorney-in-Fact
ISO BLOCK Schedules:
None
[Schedule 2.2]
AGREEMENT AND PLAN OF REORGANIZATION
MedScan Schedule: No. 2.2
SHAREHOLDER NAME SHARES ISO SHARES
Shalom Energy Partners Ltd. 110 1,100,000
c/o 425 N. Meridian
Oklahoma City Ok 73107
Donald E. Dickson 10 100,000
c/o 425 N. Meridian
Oklahoma City, OK 73107
Dewayne Green 10 100,000
512 South 28th Court
Broken Arrow OK 74014
Wm. G. Newhouse 49 490,000
Attorney at Law
425 N. Meridian
Oklahoma City OK 73107
Newport Investment Trust 510 5,100,000
c/o 425 N. Meridian
Oklahoma City, OK 73107
Curtis H. Wilson 49 490,000
1003 St. Andrews
Edmond OK 73013
Terry and Rose Poole, HWJTs 50 500,000
7504 Brookside Dr
Oklahoma City OK 73132
Roy T. and Fay L. Poole, HWJTs 15 150,000
13 Kernramble
Austin TX 78722-1938
American Business Alliance, Inc. 60 600,000
3893 E. Memorial Rd
Edmond OK 73013
TOTAL 863 8,630,000
There are no options of either preferred or common stock for any
person or entity.
CERTIFICATION OF SHAREHOLDER LIST
I, Wm. G. Newhouse III, the duly elected Secretary of MedScan
Technologies, Inc., do hereby certify that the attached list of
shareholders is true, accurate and complete as of July 20, 1999.
ATTEST:
(Seal)
Wm. G. Newhouse III
Secretary
[Schedule 4(d)]
AGREEMENT AND PLAN OF REORGANIZATION
MedScan Schedule: No. 4(d)
There is no litigation pending involving MedScan
Technologies, Inc.
[Schedule 4(g)]
AGREEMENT AND PLAN OF REORGANIZATION
MedScan Schedule: No. 4(g)
There are no material liabilites of MedScan
Technologies, Inc. except those associated with the
contract disclosed under Schedule 4(j).
[Schedule 4(i)]
AGREEMENT AND PLAN OF REORGANIZATION
MedScan Schedule: No. 4(i)
MedScan Technologies, Inc. does not owe any taxes.
[Schedule 4(j)]
AGREEMENT AND PLAN OF REORGANIZATION
MedScan Schedule: No. 4(j)
MedScan Technologies, Inc. has entered into the following
described contracts which have a condition precedent of completion
of this plan of reorganization. No rights or duties are imposed
unless and until this plan is implemented:
a) Acquisition of Star Insurance Company;
b) Acquisition of American Capital Corporation;
c) Contract to purchase up to 8 million shares of the common
stock of International Digital Corporation (NASDAQBB
symbol:IDIG). This will result in MedScan becoming the
controlling stockholder;
d) Other discussions have been had involving various entities and
assets, however no contracts have been signed.
[Schedule 4(k)]
AGREEMENT AND PLAN OF REORGANIZATION
MedScan Schedule: No. 4(k)
MedScan Technologies, Inc. has an affiliated
relationship with Interactive Video Programming, Inc.
consisting primarily of a marketing agreement, subject to, as a
condition precedent, the completion of this plan of
reorganization.
[Schedule 4(o)]
AGREEMENT AND PLAN OF REORGANIZATION
MedScan Schedule: No. 4(o)
MedScan Technologies, Inc. has no insurance policies in
effect.
[Schedule 4(r)]
AGREEMENT AND PLAN OF REORGANIZATION
MedScan Schedule: No. 4(r)
MedScan Technologies, Inc. has reserved the following websites
in its name:
BankGibraltar.Com
BlackDenim.Com
MedScan.Com
Countrythology.Com
Countrydivas.Com
[Exhibit B]
STOCK PURCHASE AND EXCHANGE AGREEMENT
This Agreement dated as of June 7, 1999, by and between Medscan
Technologies, Inc., an Oklahoma corporation, 425 North Meridian,
Oklahoma City, Oklahoma 73107 (AMedscan@), and
Consorcio de Seguros Caribe, S.A., a Costa Rican Corporation,
Calle 24 y Avenida 8, Building Eli Office # 7, San Jose Costa Rica
(ACSC@);
Whereas, Medscan has entered into an agreement dated February 25,
1999, with ISO Block Products USA, Inc., (AISOB@) a publicly
trading company whose stock is listed on the Nasdaq
Bulletin Board under the symbol ISOB, for the merger of Medscan
and ISOB and the control ISOB shares, with said Agreement to be
consummated forthwith, (Exhibit A) and;
Whereas, Medscan is desirous of contracting for the acquisition of
Star Insurance Company, Ltd., together with its assets and liabilities,
in order to facilitate the imminent merger of Medscan with ISOB, in
such a manner that Star Insurance Company, Ltd.,
a insurance company licensed and domiciled in St. Kitts, British
West Indies, (Astar@) shall become a wholly owned subsidiary of
ISOB, and;
Whereas, CSC is the owner of 100% of the stock of Star Insurance
Company, Ltd., is also desirous of entering into this Agreement to
sell all of the issued and outstanding Common Stock of Star;
NOW THEREFORE, in consideration of the premises and the terms
and covenants herein, the parties agree as follows:
SECTION I. TERMS OF THE AGREEMENT :
1.1 Exchange of Shares On the Closing Date, as defined hereafter,
CSC agrees to exchange and MedScan agrees to purchase and
exchange One Hundred Percent of the issued and
outstanding Common Stock of Star, which issued and outstanding
stock shall be valued for purposes of this transaction at
$2,000,000.00 USD, for the number of shares Common Stock
of ISOB. Included with STAR at the closing shall be $125,000,000
value of Class A Preferred Stock of Star, and this stock is secured by
assets valued at $125,000,000 in Star and shall remain thereto as
Class A Preferred Stock of Star secured by those same assets.
1.2. Redemption Preferred stock of Star On or as soon as
practicable after the Closing Date, Star agrees to redeem all of its
Class B Preferred Stock valued at $100
million, and a portion of its Class A Preferred Stock, valued at $125
million, leaving a balance of $125 million in assets (secured by
Class A Preferred Stock) on its balance sheet.
1.3 Consideration Star Common Stock As consideration for the
exchange of 100% of the Common stock shares of Star, MedScan
shall deliver to CSC at the Closing, except as
otherwise provided:
(1) One million shares of the restricted common stock of ISOB,
which sshall be subject to Rule 144, and
(2) One Million U.S. Dollars, paid to CSC, which amount shall be
paid in cash at the rate of 10 % of the cash received by ISOB
through any of the following sources or methods: Public or Private
Placement Offerings or Premiums generated for Star.
1.4 Delivery of Shares; Possible Adjustment On the Closing Date,
the Share holder will deliver to MedScan the Certificates
representing the STAR Shares to be exchanged
pursuant hereto, duly endorsed (or with executed stock powers) so as
to make Medscan the sole owner thereof. Simultaneously, Medscan
will deliver separate certificates representing the shares to CSC as
provided for herein. The number of shares of Stock to
be issued to CSC shall be subject to adjustment based on the
following conditions. Beginning with 90 days from the date hereof,
the 1,000,000 in ISOB stock being issued shall
not be traded (in the market NASDAQ) at less than $10.00. if the
ATrading Price@ of the Common Stock of Medscan (measured and
determined by the average closing bid price of the
Common Stock for the ten (10) trading days preceding the
conclusion of the aforementioned 90-day period) shall be less than
$10.00 per share, then the aggregate number of Shares to
be issued to CSC pursuant to this Agreement shall be increased so
that the total value of the number of shares times the trading price
shall equal $1,000,000 USD. The issuance of any additional
Shares shall be accomplished as expeditiously as legally possible.
Failure to deliver the additional shares shall result in Aunwinding
of the transaction@, and return to each of the respective parties
their initial shares of the respective stock.
1.5 Dividends on Star Preferred Stock Class A Shares As further
additional consideration, MedScan (shall cause ISOB to pay), 1%
(of face Preferred Shares) per annum dividend payments, to be
paid in monthly installments, the first installment beginning 90
days following the execution of this agreement as follows, on the
monthly dividends of the $125 Million Preferred Stock Class:
1. Distribution of proceed equal to 1/4 of the working interest
in the first seven gas and oil wells of Robert Thorpe which become
part of the asset base of ISOB, which shall be paid on a monthly
basis, unless otherwise directed by an authorized agent of STAR,
which shall begin not later than 90 days from the Closing Date.
The payment of 3 the working interest must equal at the minimum
1% of the value of the preferred stock which is $1,250,000 USD
annually of $104,167 monthly.
Should 3 of the working interest in the first seven gas and oil
wells not meet the minimum of 1% value of Preferred Stock annual
dividend, (prorated and paid/due monthly at $104,167 per month),
the Preferred Stock Class A Shareholders are to receive from
MedScan the shortfall (following the first 90 days)
as a cash payment (check, cashiers check or wire transfer)
commending on the 91st day.
1. Dividend on Preferred Shares Class A shall be paid
following the first 90 days and calculated monthly: ISOB Common
Stock which shall be payable as follows: 90 days after the Closing
Date calculated shall be dividends due for the first 90 days, and each
30 day period thereafter calculated Adollar for dollar@ dividends
on Preferred Shares Class A are to be paid, such that the amount of
$104,167 monthly is paid.
A.
1. In addition, as first year dividend on Preferred Stock Class A,
MedScan shall pay to CSC (the Preferred Stock Class A
Shareholder) 2% of the face value of the Preferred Stock in shares
of ISOB Common Stock (subject to Rule 144) and such ISOB common
Stock shall be calculated at Amarket@ for each monthly installment
on the 2% face value stock dividend shall be calculated and paid
each 90 day period commencing 90 days after the inception of this
agreement. The price attributed to the Common Stock for the
$2,500,000 dividend shall be calculated based on at the rate of one
fourth of two percent of the unredeemed and unconverted balance of
the value of the investment of CSC in Common Stock of ISOB from
authorized but unissued shares at the current market price, at the
closing price for a 4 week average for such shares, which shall be
delivered as soon as practicable after the close of each such
90 day period.
1.6 Retention of IDIG shares as asset of Star Star shall retain within
the entity AStar@ the rights to 3.8 million shares of International
Digital Holdings, Inc., (AIDIG@) which is subject to a dispute. In
the event the dispute is resolved in favor of Star, such
shares will be sold by agreement between CSC and ISOB within a
reasonable period of time and 50% of the consideration for such sale
shall be paid to CSC.
1.7. Closing Date The Closing Date shall be a date mutually agreed
upon, which shall not be later than June 20, 1999. The Closing shall
mean the transaction that closes on the Closing Date.
SECTION 2. REPRESENTATIONS AND WARRANTIES RE:
STAR
STAR and CSC jointly and severally represent and warrant to
MedScan as follows:
2.1. Organization and Good Standing: Ownership of Shares.
STAR is a corporation duly organized, validly existing and in good
standing under the laws of St. Christopher and Nevis, British West
Indies, and is entitled to own or lease its properties and to carry
on its business as and in the place where such properties are nowowned,
leased or operated. Star is a Corporation duly organized, validly
existing and in good standing under the laws of St. Christopher and
Nevis, British West Indies, and is entitled to own or lease its
properties and to carry its business as and in the places where such
properties are now owned, leased, or operated. STAR and CSC are each
duly licensed or qualified and in good standing as a foreign corporations
where the character of the properties owned by them or
the nature of the business transacted by them make such licenses or
qualifications necessary. STAR has wholly owned subsidiary,
Capitales Tres de America, S.A. which is a Costa Rican company in
good standing. Capitales Tres holds the claims reserve accounts of
STAR and also the custody account which contains the assets
securer by the Preferred Stock Class A. There are no outstanding
subscriptions, rights, options, warrants or other
agreement obligation STAR to issue, sell or transfer any stock or
other securities of STAR. 2.2 Outstanding Capitalization. As of the
date hereof, the capitalization of STAR is as follows:
Shares Authorized
Common Stock 1,000
Preferred Shares Class A 250,000,000
Preferred Shares Class C 100,000,000
Shares Issued:
Common Stock 1,000
Preferred Shares Class A 250,000,000
Secured Value:
$250,000,000
Preferred Shares Class A 100,000,000
Secured Value: $100,000,000
Note, as of the execution the agreement preferred shareholders
Preferred Class B shall redeemed their shares for the secured value
assets and Preferred Class A shareholders will
redeem the shares and receive reissue for value $125,000,000; the
associated secured value assets for Preferred Class A shareholders
will be returned in the partial redemption
2.2 Ownership of Shares CSC is the owner of record and
beneficially of all of the shares of the capital stock of STAR free and
clear of all rights, claims, liens and ncumbrances, and which shares
have not been sold, pledged, assigned or otherwise
transferred except pursuant to this Agreement.
2.3 Articles of Incorporation and By-Laws The copy of the Articles
of Incorporation or Certificate of Incorporation and By-Laws of
STAR and any amendments to each, which have
been delivered to medscan are true, correct and complete. The
minute book of STAR contain true and complete records of all
meetings and consents in lieu of meetings of its Board of
Directors and shareholders, to the extent that they are available,
since its date of incorporation and accurately reflects all transactions
referred to therein.
2.4 Financial Statements, Books and Records Schedule A consists
of the audited consolidated financial statements of STAR as of June
30, 1998. The Financial Statements fairly represent the financial
position of STAR as at such dates and the consolidated
results of its operations for the periods then ended. The Financial
Statements were audited by Willy Castro Escallante of Costa Rica.
The audited statements may not be used by Medscan, because as of
the date of this agreement, the assets are decreased from
$350,000,000 (associated with valued $350,000,000 of preferred
stock, to the amount of $125,000,000 which is associated with
$125,000,000 of preferred stock. In addition, the
issues of contingent liabilities are assumed with the sale of STAR
stock consisting of potential for claims payment, legal expenses for
denial of claims and possible litigation
and legal expenses associated with collection of collateral from the
underlying Applicant, all arising from the reinsurance contact with
Global Insurance company Limited.
2.5 No Material Adverse Changes Except as set forth in Section 2.4,
and as disclosed in the audited financial statements, since December
31, 1998, there has not been:
(i)any material adverse change in the assets, operations, condition
(financial or otherwise or prospective business of STAR;
(ii) any incurrence by STAR of any indebtedness for borrowed
money; (iii) any loan or advance by STAR to any of its
shareholders, officers, directors, employees, consultants, agents or
other representatives (others than travel advances made int he
ordinary course of business) or any other loan or advance otherwise
than in the ordinary course of business;
(iv) any damage, destruction or loss materially affection the assets,
prospective business, operations or condition (financial or
otherwise) of STAR, whether or not covered by insurance;
(v) any declaration, setting aside or payment of any dividend or
distribution with respect to any redemption or repurchase of capital
stock or STAR; (vi) any sale of an asset (other than in the ordinary
course of business or otherwise approved by Medscan) or any
mortgage or pledge by STAR of any properties or assets;
(vii)
adoption of any pension, profit sharing, retirement, stock bonus,
stock iption or similar plan or arrangement;
(viii) any payment or commitment to pay any severance or termination
pay to any of the officers, directors, employees, consultants, agents,
or other representatives of STAR;
(ix) termination or failure to renew, or receipt of any threat (that
was not subsequently withdrawn) to terminate or fail to renew, any
contract or other agreement; or
(x) except in the ordinary course of business, any ocntract,
agreement or transaction consummated.
2.9 Actions and Proceedings. Known to STAR at this time is
$1,751,449.08 of potential claims against the reinsurance contract
with Global Insurance Company Limited and STAR. These claims
arise from promissary notes allegedly guaranteed by Global, and
then reinsurance by STAR. Issues have arisen related to the
applicability of reinsurance despite the fact that reinsurance revenue
was collected and may of the guarantees were reported on reinsurance
Bordereaux. In addition to these claims known to STAR there is a
potential of other claims arising from the same reinsurance contract
with Global which could result in up to $23,000,000 USD, or the total
of the Bordereaux submitted by Global to STAR, as a result of heretofore
unknown problems and issues surrounding the underlying
companies which Global had issued or allegedly issued guarantees
of corporate notes.
The claims known and unknown, noticed and not yet noticed, at
worst could result n full depletion of the claims reserve as well as
use of the collateral placed to secure the guarantees (in the case of
IDIG stock described below), and at best could involve
litigation defense by STAR. STAR will litigate any claim notice as
there are issues arising from the claims which deal with both i)
presentment of fraudulent guarantees for payment (inappropriate
guarantee format alleged to be from Global Insurance, and also
forged signature of Global Insurance personnel, and ii) failure of
Global Insurance to follow required underwriting guidelines
including but not limited to the failure to issue
agreements of indemnity and collateral and the failure to secure
collateral which has value equal to or greater than the guaranteed
sum, and the securing of that collateral in such
a manner and through legal counsel wherein the collateral may be
executed/sold on any call against the guarantee.
It is the position of STAR that any guarantee presented under the
Globalreinsuance contact which is fraudulent or which the
underwriting and receipt of collateral and indemnity has
not benn recived, be denied. STAR may be required to defend this
position in one or many legal proceedings, and as such the claims
reserve fund shall be utilized for this purpose.
2.10 Collateral Received by STAR there has been received by
STAR from underlying company of World Vision, certain stock of
IDIG as collateral to guarantee payment of reinsurance of World
Vision promissory notes and also as supply of claims reserve
collateral. This stock is the only collateral that STAR has
ascertained has been received via Global STAR has demanded
arbitration inorder to legally cause the collateral provided
by World Vision to be re-issued under the name STAR and such that
the stock can be liquidated for claims payment.
In the meantime, Star legal counsel has informed the IDIG transfer
agent of the possession of the shares, the IDIG shares are in a
custody account with the attorney, and that legal
action is proceeding to obtain full legal title to that stock. Should
STAR prevail in this aciton, the stock of IDIG could be used to both
pay legal defense with respect to denialof liability for fraudulently
issued guarantee, and/or liquidate said IDIG stock to pay for
legitimate claims vis a vis the World Vision promissory notes.
SECTION 3. REPRESENTATIONS AND WARRANTIES OF
MEDSCAN
Medscan hereby represents and warrants to CSC as follows:
3.1. Organization and Good Standing. MedScan is a corporation
duly organized, validly existing and in good standing under the laws
of the State of Oklahoma, and is entitled to own or lease its
properties aned to carry on its business as and in the places where
such properties are now owned, leased, or operated and such
business is now conducted. Medscan is duly licensed or qualified
and in good standing as a foreign corporation where the character of
the properties owned by Medscan or the nature of the
business transacted by it make such license or qualification
necessary. At or about the date of closing, STAR shall have
received certificate of good standing the effect that
Medscan is in good standing under the laws its jurisdiction of
incorporation.
3.2 Outstanding Capitalization. As of the date hereof, the
capitalization of the Medscan is as follows:
Shares Authorized
Common Stock 50,000,000
Preferred Shares Class A 25,000,000
Preferred Shares Class C 10,000,000
Shares Issued:
Common Stock 3,900,000
Preferred Shares Class A None
Preferred Shares Class C None
3.3 Party to Agreement MedScan warrants and represents that it is a
party to an agreement with ISOB which is valid and enforceable,
with all consideration form MedScan having been fully paid which
will result, upon closing of such agreement, in MedScan
holding a supermajority of ISOB
3.4 Trading Price MedScan warrants and represents that on the
Application Date, that the trading price of the Common Stock shall
be not less than the minimum required amount
for trading on the NASDAQ National Market system and that a
significant percentage of the remaining Common Stock is held by
insider and subject to restrictions on affiliate trading
rules.
3.5 Articles of Incorporation and By-Laws. The copy of the
Certificate of Incorporation and By-Laws of Medscan and any
amendments to each, which have been delivered
to STAR are true, correct and complete. The minute book of
Medscan contains true and complete records of all meetings and
consents in lieu of meetings of its Board of Directors
and Stockholders since its date of incorporation and accurately
reflect all transactions referred to herein.
3.6 Financial Statements; Books and Records. Schedule 2 consists
of the unaudited financial statements of Medscan as of
_________________. The Financial Statements fairly
represent the financial position of Medscan as at such dates and the
results of its operations for the period then ended. The financial
Statements were prepared in accordance with generally accepted
accounting principals applied on a consistent basis with prior periods
except as otherwise stated therein. The books of account and other
records of Medscan, financial or otherwise, are in all material
respects complete and correct and are maintained in accordance with
good business and accounting practices.
3.7 No Material Adverse Changes Except as set forth on Schedule
3, since the date of the financial statement there has not been:
(i)any material adverse change in the assets, operations, condition
(financial or otherwise or prospective business of Medscan;
(ii) any incurrence by Medscan of any indebtedness for borrowed
money;
(iii) any loan or advance by Medscan to any of its shareholders,
officers, directors, employees, consultants, agents or other
representatives (others than travel advances made int he ordinary
course of business) or any other loan or advance otherwise than in
the ordinary course of business;
(iv) any damage, destruction or loss materially affection the assets,
prospective business, operations or condition (financial or
otherwise) of Medscan, whether or not covered by insurance;
(v) any declaration, setting aside or payment of any dividend or
distribution with respect to any redemption or repurchase of capital
stock or Medscan;
(vi) any sale of an asset (other than in the ordinary course of
business or otherwise approved by Medscan) or any mortgage or
pledge by Medscan of any properties or assets;
(vii) adoption of any pension, profit sharing, retirement, stock
bonus, stock iption or similar plan or arrangement;
(viii) any payment or commitment to pay any severance or
termination pay to any of the officers, directors, employees,
consultants, agents, or other representatives of Medscan;
(ix) termination or failure to renew, or receipt of any threat (that
was not subsequently withdrawn) to terminate or fail to renew, any
contract or other agreement; or
(x) except in the ordinary course of business, any contract,
agreement or transaction consummated.
3.8 Actions and Proceedings. Except as set forth in Schedule
attached if applicable, or in the financial Statements or in any
Periodic Reports filed with the Securities and Exchange
Commission (the ACommission@) there is no outstanding order,
judgment order, judgment, injunction, award or decree of any court,
governmental or regulatory body or arbitration tribunal against or
involving Medscan. In addition, except as set forth, there
is no action, suit or claim or legal, administrative or arbitral
proceeding or any investigation (whether or not the defense thereof
or liabilities in respect thereof are covered by insurance) pending or,
to the best knowledge of Medscan, threatened against or
involving Medscan or properties or assets of Medscan. None of the
actions suits, claims, proceedings or investigations set forth in
Schedule 3.9, the financial Statements or Periodic Reports,
individually or together with any other, will have a
material adverse effect on the assets, properties, business operations,
or condition (financial or otherwise) of Medscan or will result in any
order, judgment, injunction, award or decree of any court, governmental
or regulatory body or arbitration tribunal that is not adequately
reserved against. Except as set forth in Schedule attached if applicable,
there is no fact, event or circumstances known to Medscan that may give
rise to any suit, action, claim, investigation or proceeding that would
be required to be set forth, if currently pending or threatened. There
is no action, suit or claim or legal, administrative or arbitral
proceeding pending or, to the best knowledge of Medscan, threatened
that would give rise to any right of indemnification on the part of
any director or officer of Medscan or the heirs, executors or
administrators of such or officer against Medscan.
3.9 Operations of Medscan. Except as set forth is Schedule
attached if applicable, the Financial Statements or Periodic Reports
or reflected in this Agreement, since December
31, 1998 Medscan has not:
(i) amended its Certificate of Incorporation or By-Laws or merged
with or into or consolidated with any other person, subdivided or in
any reclassified any shares of its capital stock Or changed or agreed
to change in any manner the rights of its outstanding capital stock or
the character of its business;
(ii) declared or paid nay dividend or declared or mad any
distribution of any kind to it stockholders, or made any direct or
indirect redemption, retirement, purchase or other acquisition of any
shares of its capital stock; or
(iii) Suffered or incurred any damage, destruction or loss
(whether or not covered by insurance) materially affecting the assets,
properties, business, operations or condition (financial or otherwise)
or Medscan.
3.10 Delivery of Periodic Reports: Compliance with 1934 Act.
Medscan will provide to STAR and CSC access to all of its Periodic
Reports filed with the Securities and Exchange Commission.
Medscan warrants it has/will file timely all required Periodic
Reports and is in compliance with its reporting obligations under the
Securities Exchange Act of 1934 as a result of having been
registered under Section 12 (g) of that Act., All
reports filed pursuant to such Act are complete and correct in all
material respects. All material contracts relative to Medscan are
included in the Period Reports.
3.11 The Securities. The Securities to be issued to CSC have been
duly authorized by all necessary corporate and any stockholder
actions (except for the conversion into or
exercise for Common Stock of the Company) and, when so issued in
accordance with the terms of this Agreement, will be validly issued,
fully paid and non-assessable.
SECTION 4. COVENANTS OF STAR AND SHAREHOLDER
STAR and CSC covenant to Medscan as follows:
4.1 Conduct of Business. From the date hereof through the Closing
Date, CSC and STAR shall cause STAR to conduct its business in
the ordinary course and, without the prior written consent of
Medscan, shall ensure that STAR does not undertake any of the
actions specified as excluded actions as delineated herein.
4.2 Preservation of Business. From the date hereof through the
Closing Date, CSC and STAR shall cause STAR to use its best
efforts to preserve its business organization intact,
keep available the service of its present employees, consultants and
agents, maintain its present supplier and customers and preserve its
goodwill.
4.3 Litigation. STAR and CSC shall promptly notify Medscan of
any lawsuits, claims, proceedings or investigations which after the
date hereof are threatened or commenced against STAR or against
any officer, director, employee, consultant, agent, shareholder or
other representative with respect to the affairs of STAR.
4.4 Tangible Net Worth. At the Closing Date, STAR shall have a
tangible net worth of not lest than $125,000,000 subject to
reasonable procedures for confirmation as agreed
to by STAR and Medscan. Such net worth is based upon the
inclusion of assets secured by Preferred Stock
Class A, which can be redeemed by the Preferred Shareholders
under certain conditions as delineated in this agreement.
4.5 Continued Effectiveness of Representation And Warranties.
From the date hereof through the Closing Date, CSC and STAR
shall cause STAR to conduct its business in such a
manner so that the representations and warranties contained herein
shall continue to be true and correct on and as of the Closing Date
and as if made on and as of the Closing
Date, and shall:
(i) Promptly give notice to Medscan or any event, condition or
circumstance occurring from the date hereof through the Closing
Date which would render any of the representations or warranties
materially untrue, incomplete, insufficient or constitute a
violation or breach of this Agreement; and
(ii) supplement the information contained herein in order that the
information contained herein is kept current, complete and accurate
in all material respects.
4.6 Conditions Precedent to CSC Obligations: CSC=s obligations
to perform and complete the transactions provided for under this
agreement shall be subject to Buyer performing, on or before the
closing date, all acts required of Medscan and shall be
further subject to the material accuracy of the representations and
warranties of Medscan contained in this agreement.
SECTION 5. COVENANTS OF MEDSCAN
Medscan covenants to STAR and CSC as follows:
5.1 Conduct of Business. From the date hereof through the Closing
Date, Medscan shall conduct its business in the ordinary course and,
without the prior written consent of STAR, shall ensure that
Medscan does not undertake any of the actions specified herein.
5.2 Preservation of Business. From the date hereof through the
Closing Date, Medscan shall conduct its business organization
intact, use its best efforts to keep available the
services of its present employees, consultants and agents and
preserve Medscan=s goodwill.
5.3 Litigation. Medscan shall promptly notify STAR of any
lawsuits, claims, proceedings or investigations which after the date
hereof are threatened or commenced against Medscan or against any
officer, director, employee, consultant, agent or
stockholder with respect to the affairs of Medscan.
5.4 Continued Effectiveness of Representations and Warranties.
From the date hereof through the Closing Date, Medscan shall
conduct its business in such a manner so that the
representations and warranties contained in Section 3 shall continue
to be true and correct on and as of the Closing Date and as if made
on and as of the Closing Date, and shall:
(i) Promptly give notice to STAR of any event, condition or
circumstance occurring from the date hereof through the Closing
Date which would render any of the representations
or warranties materially untrue, incomplete, insufficient or constitute
a violation or breach of this Agreement; and
(ii) supplement the information contained herein in order that the
information contained herein is kept current, complete and accurate
in all material respects.
5.5 Capitalization. As soon as practable, but in any event not more
than 90 days from the date of Closing, Medscan will file any and all
required statements and information to become listed with
NASDAQ and shall be listed with NADSAQ by no later than 90
days from the date of closing. Following approval, Medscan shall
file all required statements and information to offer its stock to the
public. Should Medscan fail to obtain NASDAQ listing
in 90 days then CSC shall have the right to rescind this Agreement
on the 31st day or 91st day respectively.
5.6 Conditions Precedent to Medscan=s Obligations. Medscan=s
obligation to perform and complete the transactions provided for in
this agreement shall be subject to CSC performing, on or before the
closing date, all acts required of them, and shall be further
subject to the material accuracy and correctness of the
representations and warranties of CSC/Star contained in this
agreement, and the further conditions that Star shall furnish,
on the closing date or prior thereto, a copy of the Audit for Star
Insurance Company, Ltd., for the most recent fiscal operating period
together with a written confirmation from the
Managing Director that there have been no material changes from
the effective date of the Audit until the closing of this transaction.
SECTION 6.0 INDEMNIFICATION
6.1 Indemnity of CSC/Star to Medscan CSC shall indemnify
Medscan against any and all loss, liability and/or expense, including
attorney=s fees, resulting from or arising from
any taxes levied, imposed or assessed by any governmental
authority, with respect to the operations and income of STAR for all
periods prior to the closing date. Sellers shall be
and are hereby granted full power and authority to take any and all
action with respect to proceedings relating to such taxes, including
the right to settle, compromise and dispose of the proceedings in the
name of STAR. Sellers shall be entitled to the benefit of any refunds
and credits for taxes for those periods. In no event shall Sellers be
obligated under this provision to indemnify anyone in any amount,
or a total cumulative amount, in excess of the total value of the stock
sold or exchanged under this agreement. Further,
this indemnification provision shall be null and void and inoperative
3 years after the closing date, and CSC= obligation under this
provision shall then terminate. If the transaction is unwound, then
the indemnity section is void.
6.2 Reserve Indemnification CSC shall indemnify Buyer and STAR
against any and all loss, liability and expense, including attorney
fees, resulting from or arising out of any inaccuracies or reductions
in the insurance reserves of STAR as shown on the balance sheet
with respect to all periods prior to the closing date, Amount
indemnified is the difference from the stated amount o the balance
sheet an actual reserve, if less than this state amount. Further, this
indemnification provision shall be null and void and inoperative 3
years after the closing date
SECTION 7.0 CONTINUATION OF BUSINESS
7.1 Continuation of Operations During the period from the date of
this Agreement until the closing date, Sellers will continue to
conduct the business and operations of STAR in the same manner as
they have been conducted previously, and shall maintain its
books of accounts in accordance with generally accepted accounting
principles consistently applied and in a manner that fairly and
generally reflect its income, expenses, and liabilities. During that
period, unless Buyer shall have given its written consent
thereto, STAR will not, and sellers will not cause STAR to, do any
of the following:
A. Incur any obligation or liability, absolute or contingent,
other than current liabilities incurred in the ordinary and usual
course of business.
B. Incur any indebtedness for borrowed money, make any
loans or advances to any individual, firm or corporation, or assume,
guarantee, endorse or otherwise become responsible for the
obligations of any other party.
C. Subject any of its assets to a mortgage, pledge or lien,
except encumbrances previously incurred in the ordinary and usual
course of its business.
D. Make any investment of a capital nature, or enter into any
long term commitments or contracts.
E. Modify, amend, cancel or terminate any existing
agreements, including reinsurance agreements.
7.2 Operation of STAR. Following the date of closing, the
business of STAR will commence in the area of writing all approved
classes of insurance and reinsurance, and
developing insurance products for international use. Medscan may
initiate on behalf of STAR applicable procedures to become an
Aadmitted@ insurance carrier in the United States
in order to sell and market its insurance products. Insurance shall
not be marketed until such time as STAR has been admitted with
full authority in any state in which the product
is to be sold. It is not a requirement for Medscan to commence
procedures for STAR to become admitted in the United states,
however no business may be solicited in the United
States unless admittance in the states of solicitation is approved.
Only direct written insurance, wherein all parties are aware that
STAR is not an admitted carrier, and under
which contracts clearly state that STAR is not admitted and
containing provisions to eliminate punitive charges to STAR for nor
being admitted and with the clear wording that
this is sold Adirect procurement, under contract and not insurance
law@ (or verbiage so similar) may be utilized.
For a period of not less than one (1) year and five business days
from the date of closing, Medscan undertakes and agrees to the
following terms and conditions relevant to
the operations of STAR:
(i) The assets of STAR shall be retained as distinct separate assets
within STAR, and STAR shall maintain its corporate existence
separate and apart from the operations of Medsscan;
(ii) The assets of STAR may not be sold, encumbered, or otherwise
pledged by Medscan, this includes the secured Preferred stock assets
and also the claims reserve accounts of STAR.
(iii) Medscan and its representatives shall have access to all records,
data and personnel of STAR and its affiliated entities for purposes of
ascertaining and verifying information of STAR in order to permit
Medscan to fulfill its fiduciary responsibilities to its
stockholders and its regulatory obligations under the federal
securities laws and for any audit;
(iv) IT is agreed that the management of STAR will continue under
a management agreemtn with CSC in the fist year from the closing
of this agreeement.
(v) It is agreed between STAR and Medscan that appropriate
A claims reserve accounts@ will be established in proportion to the
total A Gross Written Premium@ that is in accordance
with non-US Insurance Guidelines/Regulations regarding such
A Claims Reserve Accounts.@ Such account shall be under the join
custody and control of STAR and Medscan, subject to
A normal to the industry@ Investments of Premium, claims
handling and payment, assets and cash management and similar
criteria. Medscan shall be entitled to an annual share of the
profits earned by STAR and shall be paid in a manner and form to
be mutually agreed upon by STAR and Medscan. Medscan and its
representatives shall have access to all information data and
documentation in support thereof.
7.3 Election of Directors For a period of one year from the date of
closing, CSC shall have the right to designate as two directors of
STAR and Medscan shall designate one individual as director of
STAR.
SECTION 8. STAR CLASS AA@ PREFERRED
STOCK*REDEMPTION/TERMINATION
8.1 Redemption Right ISOB, through Star. is hereby granted the
right to redeem the Class A Preferred Shares by returning the
$125,000,000 of assets to the Preferred shareholder at anyh time
after a period of 12 months from the date of execution of this
Agreement. Should ISOB fail to meet the Class A Preferred Share
dividend payment as per I above, then the Preferred Shareholder may
demand redemption of the Preferred Shares Class
A for the assets without possibility of continuation. If the dividend
payments are met timely and in full then ISOB (and Star) may elect
to continue the arrangement, as renewable
for the subsequent year.
8.2 Terms of Redemption of Star Class A Preferred Stock If
Medscan elects to redeem some or all of the Class A Preferred
Stock, it shall notify the CSC of the Redemption Date
and the number of Class A Preferred Stock to be redeemed.
MedScan shall notify the Trustee of any redemption, at least 10
days (or such shorter period as shall be satisfactory to CSC) before
the Redemption Date Such notice shall include a statement that the
redemption will comply with the provisions of this Agreement
and applicable law.
8.3 Notice of Redemption Notice of redemption shall be given by
first-class mail, postage prepaid, mailed not less than 10 nor more
than 30 days prior to the Redemption Date, to CSC, at the address of
such Holder appearing in the Security register maintained
by the Registrar. Notice of redemption shall State:
(a) the Redemption Date;
(b) the number of shares to be redeemed
(C) that Class A Preferred Stock called for redemption must be
surrendered to the Paying Agent to receive return of equal value of
the secured assets, which were initially
contributed for the Class A Preferred Stock.
Notice of the redemption of Class A Preferred Stock to be redeemed
is at the election of Mdscan shall be given by Medscan or, at
Medscan=s written request, and is only possible
if the Class A Preferred Stock dividends are currently paid.
Otherwise, it is the sole option of the preferred Stock shareholders to
demand redemption and receive return of equal
value of the secured assets, which were initially contributed for the
Class A Preferred Stock.
8.4 Effect of Notice of Redemption Once notice of redemption is
mailed, Class A Preferred Stock called for redemption become due
and payable on the Redemption Date by return of the secured assets.
Upon release to the Preferred shareholder of assets held in
custody account, the Preferred Class A shares shall be canceled.
8.5 Termination of Preferred Stock * demand for Redemption If
Medscan fails to pay any preferred stock dividend payment
following the initial 90 days following the execution
of this agreement, then the Preferred shareholders may notice to
Medscan to the address delineated herein, their demand to redeem
the Preferred shares and return for the secured
assets. Th Preferred shareholder may sen notice to trustee holding
assets in custody account seeking return of the assets to the preferred
shareholder and on notice of that trustee to Medscan, the preferred
shares shall be canceled, weather or not such Class A
Preferred Stock are presented for redemption.
SECTION 9.0 EXPENSES OF SALE / BROKERAGE FEES
IX. EXPENSES OF SALE / BROKERAGE FEES
9.1 Both parties shall bear its or his own legal and accounting fees
and any other costs or expenses relating to the sale under this
agreement. The parties warrant that they each represent that neither
of them has employed any broker or entered in to any agreement
for the payment of any fees or reimburse any expenses related to this
transaction.
SECTION 10.0 GUARANTEES AND CONDITIONS
SUBSEQUENT TO CLOSING
10.1 Medscan represents and warrants that subsequent to the
Closing of this transaction:
1. ISOB shall have applied for listing on the NASDAQ National
Market System within 90 days after the Closing Date (the
AApplication Date@).
2. The trading price of the common stock of ISOB shall be at $%10
per share on the date the application is made and shall trade at or
above an average closing price of $10 per share for 30 days after the
Application Date, during the 180 days following the
Application Date.
3. Oil and gas assets and reserves having a fair market value of not
less than $100 million shall be contributed to ISOB within 90 days
following the Closing Date and prior to the Application Date.
4. MedScan shall cause ISOB to guarantee to CSC the payment of
each monthly working payments as provided in the additional
consideration under Paragraph I.C.1. Of this
Agreement within 5 days after written notice from CSC to ISOB that
any such payment has not been made.
5. In the event that ISBO materially defaults in its covenants
hereunder and CSC elects to declare this agreement in default, then
CSC shall have a right to retain, as liquidated damages and not as a
penalty, on half of the 1/4 working interest of the oil and
gas wells described at Section 1.5, not withstanding whatever other
transactions shall occur, provided, however, that CSC shall not
withdraw from the transaction herein until 12 months, unless for
cause as delineated herein.
6. In the event that ISOB makes any attempt to operate STAR by
issuing guarantees, commitments, or ordering to the Directors of
STAR to so issue guarantees or commitments or
insurance of any kind that has not been approved through the
standard practice, or that nay bond, guarantee, commitment or
insurance has been issued by anyone other than that approved
at the administrative office of STAR, the CSC may demand that
transaction be unwound and stock of STAR returned to each of the
parties. In additional should ISOB create any press
release or notice of information to the contrary of the facts of
operation of STAR than CSC may demand that transaction be
unwound and stock returned. Such demand in either of these
case\d to be made to the attorney holding the stock and to ISOB
without appeal or protest and such stock returned within five
business days following the demand.
SECTION 11.0 EXECUTION OF AGREEMENT
11.1 Authority to Execute and Perform Agreements. STAR, CSC
and Medscan have the full legal right and power and all authority
and approval required to enter into, execute and deliver this
Agreement and to perform fully their obligations hereunder. This
Agreement has been duly executed and delivered and is the valid
and binding obligation of STAR, CSC and Medscan in accordance
with its terms. The execution and deliver of this
Agreement and the consummation of the transactions contemplated
hereby and thereby and the performance by STAR and CSC of this
Agreement, in accordance with its respective terms and
conditions will not:
(i) require the approval or consent of any foreign, federal, state,
county, local or other governmental or regulatory body or the
approval or consent of any other person;
(ii) conflict with or result in any breach or violation of any of the
terms and conditions of, or constitute (or with notice or lapse of time
or both would constitute) a default under any order, judgment or
decree applicable to any of the parties, instrument,
contract or other agreement to which they are a party, or to which
they are bound; or
(iii) result in the creation of any lien or other encumbrance on the
assets or properties of the parties.
SECTION 12. CANCELLATION/UNWINDING OF
AGREEMENT
This Agreement may be terminated prior to the Closing Date as
follows:
(i) at the election of Medscan, if any one or more of the conditions
to the obligation re: CSC/STAR have not been fulfilled by the
Closing Date or within the first 90 days;
(ii) at the election of CSC, if any one or more of the material
conditions to the obligation re: Medscan have not been fulfilled by
the Closing Date or within the first year of operations.
(iii) at the election of Medscan, if CSC/STAR has breached any
material representations, warranty, covenant or agreement contained
in this Agreement;
(iv) at the election of CSC, if Medscan has breached any material
representation, warranty, covenant or agreement contained in this
Agreement;
(v) at the election of Medscan or CSC, if any legal proceeding is
commenced or threatened by any governmental or regulatory agency
or other person directed against the consummation of the Closing or
any other transaction contemplated under this Agreement and either
Medscan or STAR, as the case may be, reasonably
and in good faith deem it impractical or inadvisable to proceed in
view of such legal proceeding or threat thereof; or
(vi) at any time on or prior to the Closing Date, buy mutual written
consent to Medscan and CSC.
(vii) Following the Closing Date at the election of CSC if Medscan
attempts to sell, hypothecate, mortgage, or convey the assets of
STAR or STAR in any manner including any interference with the
claims reserve accounts of STAR and/or collateral placed with
STAR, for conversion of those account for any purpose
not associated with claims litigation settlement or payment.
(viii) Following the Closing Date at the election of CSC if
Medscan issues any false or misleading press releases or statements
regarding the business of STAR.
(ix) Following the Closing Date if a mutually acceptable settlement
agreement as provided for in this contract is not consummated.
If this Agreement is terminated and the transactions contemplated
hereby are not consummated as described herein, this Agreement
shall become null and void and of no further force and effect. The
stock of STAR shall be returned in full to CSC and the stock
of Medscan shall be returned by CSC to Medscan.
SECTION 13. CLOSING
13.1 Time of Closing. The Closing shall take place simultaneously
with the execution of this Agreement. In the event that at the time of
the execution of this Agreement and Closing hereof, verification of
the assets in accordance with the procedures established
herein shall not have been complete to the reasonable satisfaction of
Medscan and STAR, this Agreement, as executed, shall be signed
but placed in escrow legal attorney of Medscan, stock of Medscan
shall be held by that attorney in Trust and stock, of STAR shall
be held by Attorney Alvaro Camacho in Trust, until all the terms are
fulfilled at which time the agreement is to be considered
Aexecuted@ and this shall then be the closing date
and the stock of STAR shall be turned to attorney or Medscan and
the stock of Medscan shall be delivered to attorney Alvaro Camacho
Brenes of the benefit of CSC.
13.2 Stock holding period Stock shall be held by respective legal
representatives until the passing of one year and five days from the
closing, unless the agreement is terminated/unwound as per the
above section, such that neither party can encumber, sell,
hypothecate or further diminish the shares shell bye the other until
such time as all aspects of the agreement are met in ful by all parties
which is one full year from the closing/execute of this agreement.
13.3 Holding of Stock in Trust Both parties, Being Medscan and
CSC shall hold the stock of STAR and Medscan in legal trust for on
year from the closing of this agreement. Such that should the
agreement be unwound or canceled for any reason that said stock
may be returned in full to the respective owner without
diminishment in any capacity of that stock. Such attorney as
appointed by CSC to hold the stock of Medscan is Alvaro Camacho.
Such attorney as appointed by Medscan to hold the stock of STAR
shall be Alvaro Camacho.
SECTION 14. MISCELLANEOUS
14.1 Publicity. No publicity release or announcement concerning
this Agreement or the transactions contemplated hereby shall be
issued by Medscan or STAR at any time from
the signing hereof without advance approval in writing of the form
and substance thereof by the other party.
14.2 Notices. Any notice or other communication required or which
may given hereunder shall be in writing by a party or by an attorney
to a party and shall be delivered personally, telegraphed, telexed,
sent b y facsimile transmission or sent by certified,
registered, or express mail, sent by facsimile transmission or if
mailed, four (4) days after the date of mailing, as follows:
Medscan Technologies, Inc.
425 North Meridian
Oklahoma City, Oklahoma 73107
Attention: President
Star Insurance Company, Limited
Calle 24 y Ave 8 Efidcio Eli office #7
San Jose Costa Rica Central America
Attention: Managing Director
Consorcio de Seguros de Caribe S.A.
Calle 24 y Ave 8 Efidicio Eli office #6
San Jose Costa Rica Central America
Attention: Managing Director Miguel Golcher
Any party may be notice given in accordance with this Section to
the other parties designate another address or person for receipt of
notice hereunder.
14.3 Entire Agreement. This Agreement (including the Exhibits
and Schedules hereto) and the collateral agreements executed in
connection with the consummation of the transactions contemplated
herein contain the entire agreement among the parties with
respect to the exchange of the Securities and the STAR Shares and
related transactions, and supersede all prior agreements, written or
oral, with respect thereto.
14.4 Waivers and Amendments. This Agreement may be amended,
modified, superseded, canceled, renewed or extended, and the terms
and conditions hereof may be waived, only by a written instrument
signed by the parties or, in the case of a waiver, by the party
waiving compliance. No delay on the part of any party in exercising
any right, power or privilege hereunder shall operate as a waiver
thereof, nor shall any waiver on the part of any part of any right,
power or privilege hereunder, nor any single or partial exercise of
any right, power or privilege hereunder, preclude any other or
further exercise thereof or the exercise of nay other right, power or
privilege hereunder. The rights and remedies herein provided are
cumulative and are not exclusive of any rights or remedies which
any party may otherwise have at law or equity. The rights and
remedies of any party based upon, arising out of or otherwise in
respect of any inaccuracy in or breach of any representation,
warranty, covenant or agreement contained in this Agreement shall
in no way be limited by the fact that the act, omission, occurrence or
other state of facts upon which the claim of inaccuracy or breach is
based may also be the subject matter of any other representation,
warranty, covenant or agreement contained in the Agreement (or in
any other agreement between the parties) as to which there is no
inaccuracy or breach.
14.5 Governing Law. This Agreement shall be governed and
construed in accordance with the laws of Costa Rica.
14.6 Exhibits and Schedules. The Exhibits and Schedules to this
Agreement are a part of this Agreement as if set forth in full herein.
14.8 Headings. The headings in thsi Agreement are for reference
purposes only and shall not in any way affect the meaning or
interpretation of this Agreement.
14.9 Severability of Provisions. The invalidity or unenforceability
of any term, phrase, clause, paragraph, restriction, covenant,
agreement or other provision of this Agreement shall in no way
affect the validity or enforcement of any other provision or any
part thereof.
14.10 Counterparts. This Agreement may be executed in any
number of counterparts, each of which when so executed, shall
constitute an original copy hereof, but all of which
together shall consider but one and the same document.
IN WITNESS WHEREOF, the parties have executed this
Agreement effective as of the date first above written.
CONSORCIO de SEGUROS del CARIBE S.A.
By: _________________________________
Miguel Golcher, Managing Director
STAR INSURANCE COMPANY, LTD.
By: _________________________________
Hannia Aguilar, Director
MEDSCAN TECHNOLOGIES, INC.
By: _________________________________
____________
Title Witness
AGREEMENT
AGREEMENT
AGREEMENT dated this ___ day of June, 1999, between Medscan
Technologies, Inc., an Oklahoma corporation, 425 North Meridian,
Oklahoma City, Oklahoma 73107 (AMedscan@), STAR INSURANCE
COMPANY, LTD., a St. Christopher of Nevus corporation (ASTAR@) and
TICOCORP. S.A., a Costa Rica corporation (ATICO@).
WHEREAS, Medscan has entered into an agreement with
Consorcio de Seguros Polaris, S. A., a Costa Rica corporation,
(ACSC@) for the purchase on a stock for stock exchange agreement
to acquire all of the outstanding and issued shares of Star;
WHEREAS, in conjunction with the acquisition described in the
foregoing paragraph it is agreed that MedScan will pay to TICO a
commission for arranging the transaction between the parties.
NOW THEREFORE, in consideration of the premises and the terms
and covenants herein, the parties agree as follows:
1. MedScan agrees, subject to the terms of this Agreement, and
upon the Closing of the transaction between MedScan and and CSC,
MedScan will pay TICO $500,000 in shares of ISOB common stock
(valued at the opening price per share after the Closing of the
transaction between MeScan and ISOB) and $500,000 US Dollars
payable at ten percent of cash received by ISOB through any of
the following sources or methods: Public or Private Placement
Offerings.
2. This Agreement is subject to the Closing of the transaction
between MedScan and CSC.
3. The payment under this Agreement is the full and sole
consideration payable to TICO for all services rendered hereunder in
connection with the above transaction.
IN WITNESS WHEREOF, the parties have executed this
Agreement as of the
date above stated.
STAR INSURANCE COMPANY, LTD. MEDSCAN TECHNOLOGIES, INC.
By:__________________________
By:____________________________
Title
Title
TICOCORP., S.A.
By:__________________________
________
Title Witness By
AGREEMENT
VIII. CONTINUATION OF BUSINESS
VIII. CONTINUATION OF BUSINESS
During the period from the date of this Agreement until the closing
date, Sellers will continue to conduct the business and operations of
STAR in the same manner as they have been conducted previously,
and shall maintain its books of accounts in accordance
with generally accepted accounting principles consistently applied
and in a manner that fairly and generally reflect its income,
expenses, and liabilities. During that period, unless Buyer shall have
given its written consent thereto, STAR will not, and sellers
will not cause STAR to, do any of the following :
1. Incur any obligation or liability, absolute or contingent,
other than current liabilities incurred in the ordinary and usual
course of business.
1. Incur any indebtedness for borrowed money, make any
loans or advances to any individual, firm or corporation, or assume,
guarantee, endorse or otherwise become responsible
for the obligations of any other party.
1. Subject any of its assets to a mortgage, pledge or lien,
except encumbrances previously incurred in the ordinary and usual
course of its business.
1. Make any investment of a capital nature, or enter into any
long term commitments or contracts.
1. Modify, amend, cancel or terminate any existing
agreements, including reinsurance agreements.
2.
IX. EXPENSES OF SALE / BROKERAGE FEES
IX. EXPENSES OF SALE / BROKERAGE FEES
1. Buyer and seller shall bear its or his own legal and
accounting fees and any other costs or expenses relating to the sale
under this agreement.
1. Buyer and seller each represent that neither of them has
employed any broker or entered into any agreement for the payment
of any fees or reimburse any expenses related to this
transaction.
2.
3. X. GUARANTEES AND CONDITIONS SUBSEQUENT TO CLOSING
4.
A. MedScan represents and warrants that subsequent to the
Closing of this transaction:
1. ISOB shall have applied for listing on the NASDAQ National
Market System within 90 days after the Closing Date (the AApplication
Date@).
2. The trading price of the common stock of ISOB shall be at $10
per share on the date the application is made and shall trade at or
above an average closing price of $10 per share for 30 days after the
Application Date, during the 90 days following the Application
Date.
3. Oil and gas assets and reserves having a fair market value of not
less than $100 million shall be contributed to ISOB within 90 days
following the Closing Date and prior to the Application Date.
4. MedScan shall and shall cause ISOB to guarantee to CSC the
payment of each monthly working payments as provided in the
additional consideration under Paragraph I.C.1. of this Agreement
within 5 days after written notice from CSC to ISOB that any such
payment has not been made.
5. In the event that ISOB materially defaults in its covenants
hereunder and CSC elects to declare this agreement in default, then
CSC shall have a right to retain, as liquidated damages and not as a
penalty, one half of the 1/4 working interest of the oil and gas wells
described in Paragraph I.C.1., notwithstanding whatever other
transactions shall occur, provided, however, that CSC shall not have
a right to withdraw from the transaction herein until 12 months or 24
months following the Closing Date.
Whereas, Medscan has entered into an agreement dated February 25,
1999, with ISO Block Products USA, Inc., (AISOB@) a publicly
trading company whose stock is listed on the Nasdaq
Bulletin Board under the symbol ISOB, for the merger of Medscan
and ISOB and the control ISOB shares, with said Agreement to be
consummated forthwith, (Exhibit A) and;
Whereas, Medscan is desirous of contracting for the acquisition of
Star Insurance Company, Ltd., together with its assets and liabilities,
in order to facilitate the imminent merger of Medscan with ISOB, in
such a manner that Star Insurance Company, Ltd., a insurance
company licensed and domiciled in St. Kitts, British West Indies,
(Astar@) shall become a wholly owned subsidiary of ISOB, and;
Whereas, CSC is the owner of 100% of the stock of Star Insurance
Company, Ltd., is also desirous of entering into this Agreement to
sell all of the issued and outstanding Common Stock of Star;
NOW THEREFORE, in consideration of the premises and the terms
and covenants herein, the parties agree as follows:
SECTION I. TERMS OF THE AGREEMENT :
1.1 Exchange of Shares On the Closing Date, as defined hereafter,
CSC agrees to exchange and MedScan agrees to purchase and
exchange One Hundred Percent of the issued and
outstanding Common Stock of Star, which issued and outstanding
stock shall be valued for purposes of this transaction at
$2,000,000.00 USD, for the number of shares Common Stock
of ISOB. Included with STAR at the closing shall be $125,000,000
value of Class A Preferred Stock of Star, and this stock is secured by
assets valued at $125,000,000 in Star and shall remain thereto as
Class A Preferred Stock of Star secured by those same assets.
1.2. Redemption Preferred stock of Star On or as soon as
practicable after the Closing Date, Star agrees to redeem all of its
Class B Preferred Stock valued at $100 million, and a portion of its
Class A Preferred Stock, valued at $125 million, leaving a balance
of $125 million in assets (secured by Class A Preferred
Stock) on its balance sheet.
1.3 Consideration Star Common Stock As consideration for the
exchange of 100% of the Common stock shares of Star, MedScan
shall deliver to CSC at the Closing, except as otherwise provided:
(1) One million shares of the restricted common stock of ISOB,
which sshall be subject to Rule 144, and
(2) One Million U.S. Dollars, paid to CSC, which amount shall be
paid in cash at the rate of 10 % of the cash received by ISOB
through any of the following sources or methods: Public or Private
Placement Offerings or Premiums generated for Star.
1.4 Delivery of Shares; Possible Adjustment On the Closing Date,
the Share holder will deliver to MedScan the Certificates
representing the STAR Shares to be exchanged
pursuant hereto, duly endorsed (or with executed stock powers) so as
to make Medscan the sole owner thereof. Simultaneously, Medscan
will deliver separate certificates representing the shares to CSC as
provided for herein. The number of shares of Stock to
be issued to CSC shall be subject to adjustment based on the
following conditions. Beginning with 90 days from the date hereof,
the 1,000,000 in ISOB stock being issued shall
not be traded (in the market NASDAQ) at less than $10.00. if the
ATrading Price@ of the Common Stock of Medscan (measured and
determined by the average closing bid price of the Common Stock
for the ten (10) trading days preceding the conclusion of the
aforementioned 90-day period) shall be less than $10.00 per share,
then the aggregate number of Shares to be issued to CSC pursuant to
this Agreement shall be increased so that the total value of
the number of shares times the trading price shall equal $1,000,000
USD. The issuance of any additional Shares shall be accomplished
as expeditiously as legally possible. Failure to deliver the additional
shares shall result in Aunwinding of the transaction@, and return
to each of the respective parties their initial shares of the respective
stock.
1.5 Dividends on Star Preferred Stock Class A Shares As further
additional consideration, MedScan (shall cause ISOB to pay), 1% (of
face Preferred Shares) per annum dividend payments, to be paid in
monthly installments, the first installment beginning 90
days following the execution of this agreement as follows, on the
monthly dividends of the $125 Million Preferred Stock Class:
i0 Distribution of proceed equal to 1/4 of the working interest
in the first seven gas and oil wells of Robert Thorpe which become
part of the asset base of ISOB, which shall be paid on a monthly
basis, unless otherwise directed by an authorized agent of STAR,
which shall begin not later than 90 days from the Closing Date.
The payment of 3 the working interest must equal at the minimum
1% of the value of the preferred stock which is $1,250,000 USD
annually of $104,167 monthly.
Should 3 of the working interest in the first seven gas and oil
wells not meet the minimum of 1% value of Preferred Stock annual
dividend, (prorated and paid/due monthly at $104,167 per month),
the Preferred Stock Class A Shareholders are to receive from
MedScan the shortfall (following the first 90 days) as a cash
payment (check, cashiers check or wire transfer) commending on the
91st day.
i0 Dividend on Preferred Shares Class A shall be paid
following the first 90 days and calculated monthly: ISOB Common
Stock which shall be payable as follows: 90 days after the Closing
Date calculated shall be dividends due for the first 90 days, and each
30 day period thereafter calculated Adollar for dollar@ dividends
on Preferred Shares Class A are to be paid, such that the amount of
$104,167 monthly is paid.
a. i. In addition, as first year dividend on Preferred Stock Class
A, MedScan shall pay to CSC (the Preferred Stock Class A
Shareholder) 2% of the face value of the Preferred Stock in shares
of ISOB Common Stock (subject to Rule 144) and such
ISOB common Stock shall be calculated at Amarket@ for each
monthly installment on the 2% face value stock dividend shall be
calculated and paid each 90 day period commencing 90 days after
the inception of this agreement. The price attributed to the Common
Stock for the $2,500,000 dividend shall be calculated based on at
the rate of one fourth of two percent of the unredeemed and
unconverted balance of the value of the investment of CSC in
Common Stock of ISOB from authorized but unissued shares at the
current market price, at the closing price for a 4 week average for
such shares, which shall be delivered as soon as practicable after the
close of each such 90 day period.
1.6 Retention of IDIG shares as asset of Star Star shall retain within
the entity AStar@ the rights to 3.8 million shares of International
Digital Holdings, Inc., (AIDIG@) which is subject to a dispute. In
the event the dispute is resolved in favor of Star, such
shares will be sold by agreement between CSC and ISOB within a
reasonable period of time and 50% of the consideration for such sale
shall be paid to CSC.
1.7. Closing Date The Closing Date shall be a date mutually agreed
upon, which shall not be later than June 20, 1999. The Closing shall
mean the transaction that closes on the
Closing Date.
SECTION 2. REPRESENTATIONS AND WARRANTIES RE: STAR
STAR and CSC jointly and severally represent and warrant to
MedScan as follows:
2.1. Organization and Good Standing: Ownership of Shares.
ISOB is hereby granted the right to redeem the Class A Preferred
Shares by exchanging them for ISOB Common stock,
fully voting, at an exchange rate of $35.00 U.S. Dollars per share of
Class A Preferred Shares, at any time for a period of twenty-four
months from the date of execution of this
Agreement. From the end of such twenty-four month period, CSC
shall have a period of six calendar months to convert any Class A
Preferred shares which have not been redeemed by
ISOB, into common shares at a ratio of $35.00 per common share.
At the end of the aforementioned aggregated term of thirty calendar
months from the execution hereof, any and all Class A Preferred
Shares of ISOB which have not been redeemed shall be redeemed by
conversion into common stock of ISOB on a mandatory basis at that
same rate.
B. Terms of Redemption of Class A Preferred Stock
1. Notices to the Parties.
If MedScan elects to redeem some or all of the Class A Preferred
Shares, it shall notify the CSC of the Redemption Date and the
number of Class A Preferred Stock to be redeemed.
MedScan shall notify the Trustee of any redemption, at least 10
days (or such shorter period as shall be satisfactory to CSC) before
the Redemption Date. Such notice shall include a statement that the
redemption will comply with the provisions of this Agreement
and applicable law.
2. Notice of Redemption.
Notice of redemption shall be given by first-class mail, postage
prepaid, mailed not less than 10 nor more than 30 days prior to the
Redemption Date, to CSC, at the address of such Holder appearing
in the Security register maintained by the Registrar.
All notices of redemption shall State:
(a) the Redemption Date;
(b) the number of shares of ISOB Common Stock to be issued for
the shares to be redeemed;
(c) that, unless MedScan defaults in making the redemption
payment, interest on Class A Preferred Stock called for
redemption ceases to accrue on and after the Redemption Date,
and the only remaining right of the Holders of such Class A
Preferred Stock is to receive payment in shares of ISOB Common
Stock upon surrender to the Paying Agent of the Class A
Preferred Stock redeemed;
(d) that Class A Preferred Stock called for redemption must
be surrendered to the Paying Agent to receive ISOB Common
Stock and the name and address of the Paying Agent;
(e) the CUSIP number, if any, relating to such Class A Preferred
Stock; and
Notice of redemption of Class A Preferred Stock to be redeemed at
the election of MedScan shall be given by MedScan or, at
MedScan's written request, by CSC in the name
and at the expense of MedScan.
C. Effect of Notice of Redemption.
Once notice of redemption is mailed, Class A Preferred Stock called
for redemption become due and payable on the Redemption Date
and at the Redemption Price. Upon surrender to the Paying Agent,
such Class A Preferred Stock called for redemption shall be
paid by delivery of the requisite number of shares of ISOB Common
Stock plus accrued interest to the Redemption Date, but interest
installments whose maturity is on or prior to such Redemption Date
shall be payable on the relevant Interest Payment Dates to the
Holders of record at the close of business on the relevant record
dates referred to in the Class A Preferred Stock.
If MedScan complies with the preceding paragraphs, then, unless
MedScan defaults in the payment of such Redemption Price, interest
on the Class A Preferred Stock to be redeemed shall cease to accrue
on and after the applicable Redemption Date, whether or not
such Class A Preferred Stock are presented for conversion.payment.
D. Mandatory Conversion. Any shares of Class A Preferred Stock
which have not been redeemed by MedScan during the 24 month
period following the Closing Date, shall be converted on a
mandatory basis as of the date 24 months following
the Closing Date. If CSC shall not have surrendered such remaining
unredeemed and unconverted shares of Class A
Preferred Stock by the end of the thirtieth month following the
Closing Date, then interest on the Class A Preferred Stock to be
redeemed shall cease to accrue on and after the applicable
Redemption Date, whether or not such Class A Preferred Stock are
presented for conversion.
III. WARRANTIES OF MEDSCAN.
A. MedScan warrants and represents that ISO Block Products USA,
Inc. (AISOB@) has Fifty Million shares of common stock (the
ACommon Stock@) authorized and Twenty-Five
Million Preferred shares of Class A Preferred Stock (AA
Preferred@) authorized and at this date, there are approximately 3.9
million shares of ISOB common stock outstanding, and no
A Preferred have been issued. ISOB plans to authorize and issue
Class B and Class C Preferred Stock.
B. MedScan warrants and represents that it is a party to an
agreement with ISOB which is valid and enforceable, with all
consideration from MedScan having been fully paid
which will result, upon closing of such agreement, in MedScan
holding a supermajority of ISOB.
C. MedScan warrants and represents that on the Application Date,
that the trading price of the Common Stock shall be not less than the
minimum required amount for trading on the NASDAQ National
Market System and that a significant percentage of the
remaining Common Stock is held by indsiders and subject to
restrictions on affiliate trading rules.
D. MedScan represents that all of the shares of ISOB to be issued
pursuant to this Agreement are validly issued, fully paid and
nonassessable.
IV. WARRANTIES AND REPRESENTATIONS OF CSC
A. CSC warrants that Star has 1,000 shares of common stock at $1
EC each authorized and issued and 250,000 shares of Class A
non-voting Preferred Stock at $1.00 US each with 250,000 shares
issued and outstanding and 100,000 shares of Class B non-voting
Preferred Stock at $1.00 US each with 100,000 shares issued and
outstanding.
B. CSC represents that all of the shares of Star are validly issued,
fully paid and nonassessable.
V. CONDITIONS PRECEDENT TO SELLERS=
OBLIGATIONS :
Sellers= obligations to perform and complete the transactions
provided for under this agreement shall be subject to Buyer
performing, on or before the closing date, all acts
required of Buyer, and shall be further subject to the material
accuracy of the representations and warranties of Buyer contained in
this agreement.
VI. CONDITIONS PRECEDENT TO BUYER=S
OBLIGATIONS :
Buyer=s obligation to perform and complete the transactions
provided for in this agreement shall be subject to Sellers performing,
on or before the closing date, all acts required of them, and shall be
further subject to the material accuracy and correctness of the
representations and warranties of Sellers contained in this
agreement, and the further conditions that:
On or before the closing date, Sellers shall have caused the
resignation of the officers and directors of STAR, if specifically
requested by ISOB; Seller shall deliver to Buyers, on the closing
date, a certificate of sellers to the effect that the representations and
warranties of sellers contained in this Agreement are substantially
true as of the closing date.
A. Seller shall furnish, on the closing date or prior thereto, a
copy of the Audit for Star Insurance Company, Ltd., for the most
recent fiscal operating period together with a written confirmation
from the Managing Director that there have been no
material changes from the effective date of the Audit until the
closing of this transaction.
B. Seller will accept the stock for investment purposes in a
manner commensurate with a Private Placement as that term is
defined by the Securities and Exchange Commission, and will
furnish to Buyer an Investment Letter to that effect.
VII. INDEMNITY WITH RESPECT TO TAXES AND CAPITAL/SURPLUS
VII. INDEMNITY WITH RESPECT TO TAXES AND CAPITAL/SURPLUS
A. Seller shall indemnify Buyer and STAR against any and all loss,
liability and/or expense, including attorney=s fees, resulting from or
arising from any taxes levied, imposed or assessed by any
governmental authority, with respect to the operations and income of
STAR for all periods prior to the Closing Date. Sellers shall
be and are hereby granted full power and authority to take any and
all action with respect to proceedings relating to such taxes,
including the right to settle, compromise and dispose of the
proceedings in the name of STAR. Sellers shall be entitled to the
benefit of any refunds and credits for taxes for those periods. In no
event shall Sellers be obligated under this provision to indemnify
anyone in any amount, or a total cumulative amount, in excess of the
total value of the stock sold or exchanged under
this agreement. Further, this indemnification provision shall be null
and void and inoperative 3 years after the closing date, and sellers=
obligation under this provision shall then terminate.
B. Seller shall indemnify Buyer and STAR against any and all loss,
liability and expense, including attorney fees, resulting from or
arising out of any inaccuracies or reductions in the insurance
reserves of STAR as shown on the balance sheet with respect
to all periods prior to the closing date. Sellers shall be granted full
power and authority to take any and all action with respect to
proceedings relating to the insurance reserves, including the right to
settle, compromise, and dispose of the proceedings in the name of
STAR. Further, this indemnification provision shall be null
and void and inoperative 3 years after the closing date, and Sellers=
obligations under this provision shall then terminate.
VIII. CONTINUATION OF BUSINESS
VIII. CONTINUATION OF BUSINESS
During the period from the date of this Agreement until the closing
date, Sellers will continue to conduct the business and operations of
STAR in the same manner as they have been conducted previously,
and shall maintain its books of accounts in accordance with
generally accepted accounting principles consistently applied
and in a manner that fairly and generally reflect its income,
expenses, and liabilities. During that period, unless Buyer shall have
given its written consent thereto, STAR will not, and sellers
will not cause STAR to, do any of the following :
1. Incur any obligation or liability, absolute or contingent,
other than current liabilities incurred in the ordinary and usual
course of business.
1. Incur any indebtedness for borrowed money, make any
loans or advances to any individual, firm or corporation, or assume,
guarantee, endorse or otherwise become responsible for the
obligations of any other party.
1. Subject any of its assets to a mortgage, pledge or lien,
except encumbrances previously incurred in the ordinary and usual
course of its business.
1. Make any investment of a capital nature, or enter into any
long term commitments or contracts.
1. Modify, amend, cancel or terminate any existing
agreements, including reinsurance agreements.
2.
IX. EXPENSES OF SALE / BROKERAGE FEES
IX. EXPENSES OF SALE / BROKERAGE FEES
1. Buyer and seller shall bear its or his own legal and
accounting fees and any other costs or expenses relating to the sale
under this agreement.
1. Buyer and seller each represent that neither of them has
employed any broker or entered into any agreement for the payment
of any fees or reimburse any expenses related to this
transaction.
2.
3. X. GUARANTEES AND CONDITIONS SUBSEQUENT TO
CLOSING
4.
A. MedScan represents and warrants that subsequent
to the Closing of this transaction:
1. ISOB shall have applied for listing on the NASDAQ National
Market System within 90 days after the Closing Date (the
AApplication
Date@).
2. The trading price of the common stock of ISOB shall be at $10
per share on the date the application is made and shall trade at or
above an average closing price of $10 per share for 30 days after the
Application Date, during the 90 days following the Application
Date.
3. Oil and gas assets and reserves having a fair market value of not
less than $100 million shall be contributed to ISOB within 90 days
following the Closing Date and prior to the Application Date.
4. MedScan shall and shall cause ISOB to guarantee to CSC the
payment of each monthly working payments as provided in the
additional consideration under Paragraph I.C.1. of this Agreement
within 5 days after written notice from CSC to ISOB that any such
payment has not been made.
5. In the event that ISOB materially defaults in its covenants
hereunder and CSC elects to declare this agreement in default, then
CSC shall have a right to retain, as liquidated damages and not as a
penalty, one half of the 1/4 working interest of the oil and gas wells
described in Paragraph I.C.1., notwithstanding whatever other
transactions shall occur, provided, however, that CSC shall not have
a right to withdraw from the transaction herein until 12 months or 24
months following the Closing Date.
XI. MISCELLANEOUS PROVISIONS
A. This transaction is intended by the parties to be a tax-free
exchange of shares under Section 368(a)(1)(b) of the Internal
Revenue
Code.
B. Notices related to any provision herein shall be deemed to have
been sufficiently given or served for all purposes if it is sent by
certified mail, with postage and charges prepaid, to the parties=
addresses as follows:
MedScan Technologies, Inc
425 North Meridian
Oklahoma City, Oklahoma 73107,
William G. Newhouse, III, Corporate Counsel
With a copy to:
Darian B. Andersen, Securities Counsel
3893 East Memorial Road
Edmond, Oklahoma 730913
Consorcio de Seguros Polaris, S.A
Calle 24 y Avenida 8
Building Eli Office # 7
San Jose Costa Rica
Miguel Golcher, Managing Director
1. This Agreement shall inure to the benefit of and be binding
on Buyer and seller and their respective heirs, executors,
administrators, successors and assigns. All representations and
warranties shall survive the closing of this transaction under this
agreement.
1. This Agreement may be executed in any number of
counterparts, each of which when executed and delivered shall be
an original, but all such counterparts shall constitute one and the
same instrument, and signatures forwarded by facsimile (Fax)
transmission shall be deemed to be originals and shall be binding on
the parties electing to sign by Fax.
2.
3. This Agreement shall be construed under the laws of the
State of Oklahoma.
IN WITNESS HEREOF, the parties have executed this Agreement
on the day And year first written above.
CONSORCIO de SEGUROS, S.A. MEDSCAN TECHNOLOGIES, INC.
By:__________________________
By:____________________________
Title
Title
STAR INSURANCE COMPANY, LTD.
By:___________________________
Title
AGREEMENT
AGREEMENT
AGREEMENT dated this ___ day of May, 1999, between Medscan
Technologies, Inc., an Oklahoma corporation, 425 North Meridian,
Oklahoma City, Oklahoma 73107 (AMedscan@), STAR INSURANCE
COMPANY, LTD., a St. Christopher of Nevus corporation (ASTAR@) and
TICOCORP. S.A., a Costa Rica corporation (ATICO@).
WHEREAS, Medscan has entered into an agreement with
Consorcio de Seguros Polaris, S. A., a Costa Rica corporation, (ACSC@)
for the purchase on a stock for stock exchange agreement to acquire all of
the outstanding and issued shares of Star;
WHEREAS, in conjunction with the acquisition described in the
foregoing paragraph it is agreed that MedScan will pay to TICO a
commission for arranging the transaction between the parties.
NOW THEREFORE, in consideration of the premises and the terms
and covenants herein, the parties agree as follows:
1. MedScan agrees, subject to the terms of this Agreement, and
upon the Closing of the transaction between MedScan and and CSC,
MedScan will pay TICO $500,000 in shares of ISOB common stock
(valued at $10 per share). The trading price of the common stock of
ISOB shall be at $10 per share on the date the application is made
and shall trade at or above an average closing price of $10 per share
for 30 days after the Application Date, during the 90 days following
the Application Date. In the event that the trading price of the ISOB
Common Stock is not as represented at the end of such 90 day
period, then MedScan shall provide the number of additional shares
of ISOB Common Stock to equal the then current closing price
divided into the $500,000 dollar value. In addition, MedScan will
pay $500,000 US Dollars payable at ten percent of cash received by
ISOB through any of the following sources or methods: Public or
Private Placement Offerings.
1. This Agreement is subject to the Closing of the transaction
between MedScan and CSC.
1. The payment under this Agreement is the full and sole
consideration payable to TICO for all services rendered hereunder in
connection with the above transaction.
IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date above stated.
STAR INSURANCE COMPANY, LTD. MEDSCAN TECHNOLOGIES, INC.
By:__________________________
By:____________________________
Title
Title
TICOCORP., S.A.
By:__________________________
Title
STOCK PURCHASE AND EXCHANGE AGREEMENT
This Agreement dated June 8th , 1999, by and between Medscan
Technologies, Inc., an Oklahoma corporation, 425 North Meridian,
Oklahoma City, Oklahoma 73107 (AMedscan@), and as to Class A
stock, AMCAP Sellers: Clifton F. Lees, c/o 1717 North Bayshore
Drive, Suite 4247, Miami, Florida 33132 and Karen Carazo
Zapetis, c/o 1717 North Bayshore Drive, Suite 4247, Miami,
Florida 33132 (ASellers@).
Whereas, Medscan has entered into an agreement dated February
25, 1999, with ISO Block Products USA, Inc., a publicly trading
company whose stock is listed on the Nasdaq Bulletin Board under
the symbol ISOB, for the acquisition of the control
block of ISOB shares, with said Agreement to be consummated
forthwith, (Exhibit A) and;
Whereas, American Capital Corporation ("AMCAP") is a Nevada
corporation, formed on June 5, 1998 with 25,000 authorized and
issued Class A voting common stock and 100,000 authorized and
issued shares of Class B non-voting common stock. The
obligations of AMCAP to the holders of Class B Common Stock
are secured by a Certificate of Deposit having a face value of
$10,000,000 US dollars. It is agreed that immediately on execution
the Class B shares will be redeemed and the security returned to the
Class B shareholders. Therefore, only Class A shares will be
outstanding as of the date of the execution of this agreement.
Whereas. Medscan is desirous of contracting for the acquisition
AMCAP Class common stock, together with its assets and
liabvilities, in order to facilitate the imminent merger of Medscan
with ISOB, in such a manner that AMCAP shall become a
wholly owned subsidiary of ISOB, and;
Whereas, Sellers are the sole owners of 100% of the stock of
AMCAP, and are also desirous of entering into this Agreement to
sell and exchange all of the issued and outstanding Class A
common stock of AMCAP, under the terms and conditions of this
Agreement;
NOW THEREFORE, in consideration of the premises and the
terms and covenants herein, the parties agree as follows:
I. TERMS OF THE AGREEMENT :
A. Class A Sellers agrees to sell and exchange and MedScan
agrees to purchase and exchange One Hundred Percent of the Class
A issued and outstanding stock of AMCAP, consisting solely of
25,000 shares of common stock, which issued and outstanding stock
shall be valued for purposes of this transaction at $1,000,000.
The purchase price of $1,000,000 shall be paid as follows: cash
(upon sale of inventory) for the total value of the equipment
inventory of $680,300 and the balance in Class A Common Stock
of ISOB (detailed below at "C"). The proceeds of
the sales of equipment inventory shall be paid by AMCAP to the
sellers, in cash as each item of inventory in AMCAP is sold, and
payment will be based on 100% of the wholesale price per
Attachment "A". The difference from the wholesale price per
item, at Attachment "A" and the sales price, shall be retained by
AMCAP and its parent, MedScan under generally accepted
accounting principles and practices and shall be reinvested in
equipment inventory. In the alternative, when the financing being
arranged by ISOB for the issuance of promissory notes or
other means is in place, such financing may, at the option of
MedScan be used to pay any balance of the equipment inventory in
lieu of paying the balance upon sale of equipment inventory.
The Sellers of the Class A shares of AMCAP shall retain a lien on
the Inventory for payment of the wholesale price of the inventory as
established in Attachment "A" hereto. The value of the inventory
at Attachment "A" must be adjusted for recent sales of inventory,
and therefore the attribution to Inventory" currently listed at
$680,300 will be reduced. The Buyers will have opportunity to
perform their own inventory count and compare against the
Attachment "A" inventory listing, to agree to an adjustment of the
"cash" portion of the sale of the Class A stock of AMCAP.
The Sellers will be paid the Cash sales portion for the Classs A
stock on conclusion of each specific sale, calculated daily with
remittances to the attorney trust account (described hereafter) of the
wholesale price simultaneously with each sale.
The Sellers will retain a security interest in the inventory for the
Wholesale price" of each inventory item as listed at Attachment
"A". The Sellers will also assume the liability for repayment of
AMCAP promissory notes in total value of $127,823.30 to
individuals and an additional $446,800 to lien holder First
International Finance Corporation (related specifically to batch 1,2,
and 3 of Attachment "A"), as well as the associated interest due on
those individual promissory notes (there is no interest is due to lien
holder First International Finance Corporation.
Payment in full of the wholesale price of each inventory item will
be directed to the attorney trust account of Joseph Ginbrone, (San
Diego, California). Following payment of the promissory note and
lien portions ($127,823.30 and $446,800 respectively), attorney
Joseph Ginbrone (to sign on legal trust account) will remit
to the Sellers of Class A stock the net sales proceeds from
wholesale which is (based on the inventory at Attachment A and
the liens of $127,823.30 and $446,800) to be $127,823.30.
The AMCAP Sellers herein warrant to repay the promissory note
holders and, under specific identification of the assets sold under
lien to First International Finance Corporation, deduction for
$446,800 under an attorney trust arrangement The attorney trust
will distribute the remainder following the payments to
promissory note holders and lien holder to the Sellers of Class A
AMCAP Common stock. The lien on the inventory shall not be
diminished in any manner by the operations
of AMCAP or of MedScan and such lien shall not be subject to any
bankruptcy proceedings or any workout arrangement which may
occur in the future. In any and all respects, for each item of
inventory sold as listed in the Attachment "A" the
sales proceeds shall be applied to the lien holder for that wholesale
price established at Attachment "A" without any diminishment, as
the sales funds are deposited into the attorney trust account, for
distribution as delineated herein.
The remaining sum from the value of the inventory at Attachment
"A" ($1,000,000 less $680,300) being $319,700 will be received to
the Sellers in Common Stock of ISOB, valued at the rate of $1.00
per share.
B. AMCAP Class B Common stock will be redeemed in full by
the return to Class B Shareholder of the secured assets, being
$10,000,000 Certificate of Deposit. Therefore the assets of
AMCAP will be reduced at the time of the execution of this
agreement by $10,000,000 USD.
AMCAP Sellers shall receive 319,700 class A common shares of
ISOB stock, at the price of $1.00 per share. The trading price of
the common stock of ISO shall be at
$10.00 per share on the date the application is made and shall trade
at or above an average closing price of $10 per share during the 90
days following the Application Date. In the event that the trading
price of the ISOB Common Stock is not $10 per share throughout
this 90 day period, then they shall issue to AMCAP Sellers
additional shares of ISOB Common Stock such that number shares
of ISOB stock held by AMCAP Sellers when multiplied by the
average market value of ISOB stock shall equal 319,700 shares time
the target price of $10 per share. The shares will be restricted for
one year from the date of this agreement, and thereafter be free
trading. In addition, the shares will provide a redemption privilege
calculated at 5% of the net proceeds (gross proceeds less direct
offering costs/expenses) of any stock offering or secondary offering
of ISOB stock at the market at the time of the redemption.
Redemption privilege shall be calculated on the first business day of
each month, based oupon the proceeds from any offering received
by the ISOB in the preceding month.
Delivery of Shares; Possible Adjustment On the Closing Date, the
Share holder will deliver to MedScan the Certificates representing
the AMCAP shares to be exchanged pursuant hereto, duly endorsed
(or with executed stock powers) so as to make Medscan the sole
owner thereof. Simultaneously, Medscan will deliver separate
certificates representing the Shares of Stock to be issued to
AMCAP Sellers shall be subject to adjustment based on the
following conditions. Beginning with 90 days from the date hereof,
class A ISOB stock shall not be traded (in the market NASDAQ)
at less than $10.00. If the "Trading Price" of ISOB Common Stock
(measured and determined by the average closing bid price of the
Common Stock for the ten (10) trading days preceding the
conclusion of the aforementioned 90-day period) shall be
less than $10.00 per share, then they shall issue to AMCAP Sellers
additional shares of ISOB Common Stock such that number of
shares of ISOB stock held by AMCAP Sellers when multiplied by
the average market value of ISOB stock (FOR THE 90 DAY
TERM) SHALL EQUAL 319,700 TIMES $10 PER SHARE. The
issuance of any additional Shares shall be accomplished as
expeditiously as legally possible. Failure to deliver the additional
shares shall result in "unwinding of the transaction", and
return to each of the respective parties their initial shares of the
respective stock and cause any profit earned to be retained by the
respective entities.
Trading Price
Medscan warrants and represents that on the Application Date, that
the trading price of ISOB Common Stock shall be not less than the
minimum required amount for trading on the NASDAQ National
Market System and that a significant percentage of
the remaining Common Stock is held by insider and subject to
restrictions on affiliate trading rules.
E. This transaction is intended by the parties to be a tax-free
exchange of shares under Section 368(a)(1)(b) of the Internal
Revenue Code, as to the Class A shareholder will be deemed to be
a taxable event, due to the "boot" received from
the specific identification of inventory and receipt of cash by the
Shareholder as the inventory is sold, based on wholesale price.
F. MedScan represents that ISOB has the following stock
outstanding:
Shares Authorized:
Common Shares authorized by ISO Block Products USA, Inc: 50,000,000
Preferred Shares Class A 25,000,000
MedScan represents that ISOB will authorize and issue Class B
Preferred and
Class C Preferred Stock:
Preferred Shares of Class C 10,000,000
Shares Issued: 3,900,000
Preferred Class A none
Preferred Class B none
G. Sellers warrant that AMCAP has 25,000 shares of common
stock Class A at $.001 each authorized and issued and 200,000
shares of common stock Class B authorized
and issued, however 100,000 shares of the Class B common stock
will be redeemed and retired as of the execution of this agreement.
H. Sellers represent that all of the shares of AMCAP are validly
issued, fully paid and nonassessable.
I. MedScan represents that all of the shares of ISOB to be issued
pursuant to this Agreement are validly issued, fully paid and
nonassessable.
The consideration for the purchase of the Equipment of AMCAP is
at the wholesale price of the inventory, as delineated in Attachment
"A".
II. CONDITIONS PRECEDENT TO SELLERS=
OBLIGATIONS :
Sellers= obligations to perform and complete the transactions
provided for under this agreement shall be subject to Buyer
performing, on or before the closing date,
all acts required of Buyer, and shall be further subject to the
material accuracy of the representations and warranties of Buyer
contained in this agreement.
III. CONDITIONS PRECEDENT TO BUYER=S
OBLIGATIONS :
Buyer=s obligation to perform and complete the transactions
provided for in this agreement shall be subject to Sellers
performing, on or before the closing date, all acts required of them,
and shall be further subject to the material accuracy
and correctness of the representations and warranties of Sellers
contained in this agreement, and the further conditions that:
A. Seller shall deliver to Buyers, on the closing dates, a certificate
of Sellers to the effect that the representations and warranties of
Sellers contained in this Agreement are substantially true as of the
closing date.
B. Seller shall furnish, on the closing date or prior trhereto, a copy
of the Audit for AMCAP, for December 31, 1998 and a
compilation of the accounting from January 1, 1999 to May 31,
1999 to ascertain the most recent fiscal operating
period, together with a written confirmation from its President that
there have been no material changes from May 31, 1999 until the
closing of this transaction.
C. Seller will accept the stock for investment purposes in a
manner commensurate with a Private Placement as that term is
defined by the Securities and Exchange Commission, and will
furnish to Buyer an Investment Letter to that effect.
IV. INDEMNITY WITH RESPECT TO TAXES AND
CAPITAL/SURPLUS
A. Seller shall indemnify Buyer and AMCAP against any and all
loss, liability and/or expense, including attorney=s fees, resulting
from or arising from any taxes levied, imposed or assessed by any
governmental authority, with respect to the operations and income
of AMCAP for all periods prior to the closing date. Sellers
shall warrant that all items sold from January 1, 1999 until the
closing (date of this agreement) shall have properly paid sales
taxes, and all books and records of sales shall be power and
authroity to take any and all action with respect to proceedings
relating to such taxes, including the right to settle, compromise and
dispose of the proceedings in the name of AMCAP.. Sellers shall
be entitled to the benefit of any refunds and credits for taxes for
those periods. In no event shall Sellers be obligated under this
provision to indemnify anyone in any amount, or a total cumulative
amount, in excess of the total value of the stock sold or
exchanged under this agreement. Further, this indemnification
provision shall be null and void and inoperative three years after
the closing date, and Sellers' obligation under this provision shall
then terminate.
B. Seller shall indemnify Buyer and AMCAP against any and all
loss, liability and expense, including attorney fees, resulting from or
arising out of any inaccuracies or reductions in the insurance
reserves of AMCAP as shown on the balance sheet with
respect to all periods prior to the closing date. Sellers shall be
granted full power and authority to take any and all action with
respect to proceedings relating to the insurance reserves, including
the right to settle, compromise, and dispose of the proceedings in
the name of AMCAP. Further, this indemnification provision
shall be null and void and inoperative 3 years after the closing date,
and Sellers= obligations under this provision shall then terminate.
V. CONTINUATION OF BUSINESS
During the period from the date of this Agreement until the closing
date, Sellers will continue to conduct the business and operations
of AMCAP in the same manner as they have been conducted
previously, and shall maintain its books of accounts in
accordance with generally accepted accounting principles
consistently applied and in a manner that fairly and generally
reflect its income, expenses, and liabilities. During that period,
unless Buyer shall have given its written consent thereto, AMCAP
will not, and sellers will not cause AMCAP to, do any of the
following :
A. Incur any obligation or liability, absolute or contingent, other
than current liabilities incurred in the ordinary and usual course of
business.
B. Incur any indebtedness for borrowed money, make any loans
or advances to any individual, firm or corporation, or assume,
guarantee, endorse or otherwise become responsible for the
obligations of any other party.
C. Subject any of its assets to a mortgage, pledge or lien, except
encumbrances previously incurred in the ordinary and usual course
of its business.
D. Make any investment of a capital nature, or enter into any long
term commitments or contracts.
E. Modify, amend, cancel or terminate any existing agreements,
including reinsurance agreements. Operation of AMCAP In
General:
Following the date of closing, the business of AMCAP will
continue to sell inventory in the normal course of business and
shall with funds permitting purchase inventory for AMCAP for
resale. Medscan may fund additional cash to AMACAP to
allow AMCAP to purchase inventory and resale at highest possible
price.
Medscan shall obtain for the benefit of AMCAP, property and
liability insurance of all the inventory and also liability insurance
related to the repair and resale of the inventory property. Value
insured should be retain value of inventory and liability coverage of
minimum $1,000,000 all risks.
For a period of not less than one (1) year and five business days
from trhe date of closing, Medscan undertakes and agrees to the
following terms and conditions relevant to the operations of
AMCAP:
The assets of AMCAP shall be retained as distinct separate assets
within AMCAP, and AMCAP shall maintain its corporate
existence separate and apart from the operations of Medscan;
The assets of AMCAP may not be sold, encumbered, or otherwise
pledged by Medscan, and none of the assets listed in inventory
schedule is to be encumbered in any manner but the sales proceeds
placed in trust as delineated above. Medscan and its representative
shall have access to all records, data and personnel
of AMCAP and its affiliated entities for purposes of ascertaining
and verifying information of AMCAP in order to permit Medscan
to fulfill its fiduciary responsibilities to its stockholders and its
regulatory obligations under the federal securities laws and for any
audit.
VI. EXPENSES OF SALE / BROKERAGE FEES
A. Buyer and seller shall bear its or his own legal and accounting
fees and any other costs or expenses relating to the sale under this
agreement.
B. Buyer and seller each represent that neither of them has
employed any broker or entered into any agreement for the payment
of any fees or reimburse any expenses related to this transaction.
REPRESENTATIONS AND WARRANTIES SUBSEQUENT TO
CLOSING
Medscan represents and warrants that subsequent to the Closing of
this transaction: ISOB shall haved applied for listing on the
NASDAQ National Market System within 90 days after the
Closing Date (the "Application Date"). The trading price of the
common stock of ISOB shall at $10 per share on the date the
application is made and shall trade at or above an average closing
price of $10 per share for 30 days after the Application Date, during
the 90 days following the Application Date. Oil and gas assets and
reserves having a fair market value of not less than $100 million
shall be contributed to ISOB within 90 days following the Closing
Date and prior to the Application Date. In the event that ISOB
defaults in its covenants hereunder and AMCAP Sellers elect
to declare this agreement inb default, then AMCAP Sellers
(individually or collectively) shall have a unwind the transaction,
receive AMCAP stock in return and all rights to inventory
remaining thereunder.
Authority to Execute and Perform Agreements. AMCAP and
Medscan have the full legal right and power and all authority and
approval required to enter into, execute and deliver this Agreement
and to perform fully their obligations hereunder. This Agreement
has been duly executed and delivered and is the valid an
binding obligation of AMCAP and Medscan in accordanced with
its terms. The execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby and thereby
and the performance by AMCAP of this Agreement, in
accordance with its respective terms and conditions will not:
require the approval or consent of any foreign, federal, state,
county, local or other governmental or regulatory body or the
approval or conssent of any other person; conflict with or result in
any breach or violation of any of the terms and
conditions of, or constitute (or with notice or lapse of time or both
would constitute) a default under any order, judgment or decree
applicable to any of the parties, instrument, contract or other
agreement to which they are a party, or to which they are bound; or
result in the creation of any lien or other encuymbrance on the
assets or properties of the parties.
SECTION VIII. CANCELLATION/UNWINDING OF AGREEMENT
This Agreement may be terminated prior to the Closing Date as
follows: at the election of Medscan, if any one or more of the
conditions to the obligation regarding AMCAP have not been
fulfilled by the Closing Date or within the first 90 days; at the
election of AMCAP Sellers, if any one or more of the material
conditions to the obligation re: Medscan have not been fulfilled by
the Closing Date or within the first year of operations. At the
election of Medscan, if AMCAP has breached any material
representations, warranty, covenant or agreement contained in this
Agreement; At the elections of AMCAP Sellers, if Medscan has
breached any material representation, warranty, covenant or
agreement contained in this Agreement; At the e3lection of
Medscan or AMCAP Sellers, if any legal proceeding is commenced
or threatened by any governmental or regulatory agency or other
person directed against the consummation of the Closing or any
other transaction contemplated under this Agreement and either
Medscan or AMCAP, as the case may be, reasonably and in
good faith deem it impractical or inadvisable to proceed in view of
such legal proceeding or threat thereof; or At any time on or prior
to the Closing Date, by mutual written consent of Medscan
and AMCAP Sellers. Followingt the Closing Date at the election
of AMCAP Sellers, if Medscan attempts to sell, hypothecate,
mortgage, or convey the assets of AMCAP or AMCAP in any
manner including any interference with the claims reserve accounts
of AMCAP and/or collateral placed with AMCAP, for conversion
of those account for any purpose not associated with claims
litigation settlement or payment. Following the Closing Date at the
election or AMCAP Sellers, if Medscan issues any false or
misleading press releases or statements regarding the business of
AMCAP. Following the Closing Date is a mutually acceptable
settlement agreement as provided for in this contract is not
consummated.
If this Agreement is terminated and the transactions contemplated
hereby are not consummated as described herein, this Agreement shall
become null and void and of no further force and effect. The stock
of AMCAP shall be returned in full to AMCAP Sellers and the stock of
Medscan shall be returned by AMCAP Sellers to Medscan.
IX. MISCELLANEOUS PROVISIONS
A. Notices related to any provision herein shall be deemed to have
been sufficiently given or served for all purposes if it is sent by
certified mail, with postage and charges prepaid, to the parties=
addresses as follows:
MedScan Technologies, Inc
425 North Meridian
Oklahoma City, Oklahoma 73107,
William G. Newhouse, III, Corporate Counsel
With a copy to:
Darian B. Andersen, Securities Counsel
3893 East Memorial Road
Edmond, Oklahoma 730913
American Capital Corporation
1717 North Bayshore Drive
Suite 4247
Miami, Florida 33132
B. This Agreement shall inure to the benefit of and be binding on
Buyer and seller and their respective heirs, executors, administrators,
successors and assigns. All representations and warranties shall
survive the closing of this transaction under this agreement.
AMCAP shall indemnify Medscan against any and all loss, liability
and/or expense, including attorney's fees, resulting from or arising
from and taxes levied, imposed or assessed by any governmental
authority, with respect to the operations and income of AMCAP for
all periods prior to the closing date. AMCAP Sellers (Clifton Lees
and/or KAREN Carazo Zapetis) shall be and are hereby granted full
power and authority to take any and all action with respect to
proceedings relating to such taxes, including the right to settle,
compromise and dispose of the proceedings in the name of AMCAP.
AMCAP Sellers shall be entitled to the benefit of any refunds and
credits for taxes fore those periods. In no event shall AMCAP
Sellers be obligated under this provision to indemnify anyone in
any amount, or a total cumulative amount, in excess of the total
value of the stock sold or exchanged under this agreement. Further,
this indemnification provision shall be null and void and
inpoperat9ive 2 years after the closing date, and AMCAP
Seller's obligation under this provision shall then terminate. If the
transaction is unwound, then the indemnity section is void.
This Agreement is deemed executed in Nevada (state of
incorporation of AMCAP) but shall deemed to be governe3d by the
laws of the state of Florida and this Agreement bay be executed in
any number of counterparts, each of which when executed and delivered
shall be an original, but all such counterparts shall constitute one
and the same instrument, and signatures forwarde3d by facsimile (Fax)
transmission shall be deemed to be originals and shall be binding on
the parties electing to sign by Fax.
This Agreement (including the Exhibits and Schedules hereto) and
the collateral agreements executed in connection with the
consummation of the transactions contemplated herein contain the
entire agreement among the parties with respect to the exchange of
the Securities and the AMCAP Share and related transactions, and
supersede all prior agreements, written or oral, with respect thereto.
The invalidity or unenforceable or any term, phrase, clause,
paragraph, restriction, covenant, agreement or other provision of this
Agreement shall in no way affect the validity or enforcement of any
other provision or any part thereof.
X. CLOSING
The Closing shall take place following the execution of this
Agreement, verification of the assets, and placement of respective
stock with attorneys as delineated herein. From execution of the
agreement until verification of the assets, to the reasonable
satisfaction of Medscan and AMCAP, this Agreement, as executed,
shall be signed but placed in escrow legal attorney of Medscan,
stock of "Medscan shall be held by that attorney in Trust and stock
of AMCAP shall be held by attorney Josephone
Gimbrone in Trust, until all terms are fulfilled at which time the
agreement is to be considered "executed" and this shall then the
closing date and the stock of AMCAP shall be turned to attorney or
Medscan and the stock of Medscan shall be delivered to attorney
Joseph Gimbrone for the benefit of AMCAP Sellers.
Both parties, Medscan and AMCAP Sellers shall hold the stock of
AMCAP and Medscan in legal trust for one year from the closing of
this agreement. Such that should the agreement be unwound or
canceled for any reason that said stock may be returned in full to the
respective owner without dimishment in any capacity of that stock.
Such attorney as appointed by AMCAP Selelrs to hold the sock of
Medscan is Joseph Gimbrone. Attorney as appointed by Medscan to
hold the stock of AMCAP shall be Joseph Gimbrone.
IN WITNESS HEREOF, the parties have executed this Agreement
on this day:
June 8, 1999.
MEDSCAN TECHNOLOGIES, INC
By /s/ Don Knight Witness to Signature ______________
Title: Don Knight, President
Clifton F.Lees .
Class A shareholder 12,500 shares Witness to Signature _______
By:____________________________
Title: President and shareholder Clifton F. Lees
Karen Carazo Zapetis
Class A shareholder 12,500 shares (power of attorney)
Witness to Signature _______
By:____________________________
Title: Secretary and shareholder (power of attorney)