Exhibit 1.1
ACQUISITION AGREEMENT
Re: Talent Bridge International LLC
Talent Bridge International Inc.
Bookedbyus.com Ltd.
Monarch Software Inc.
This agreement, dated for reference January 12, 2000, is made among OnLine
Production Services Inc., a Nevada company having an office a Suite 207, 2323
Boundary Road, Vancouver BC, V5M 4V8 and a fax number of 604 205 5134 ("ONPS"),
Michael Scott Edwards ("Edwards"), Talent Bridge International LLC, a Nevada
Corporation ("TBI"), Talent Bridge International Inc., a British Columbia
company ("TBI-BC"), Bookedbyus.com Ltd. a Bermuda corporation ("BBU") and
Monarch Software Inc., a British Columbia company ("Monarch") all having an
office at 2569 West 5th Avenue, Vancouver, BC V6K 1S9 and a fax number of 604
205 5134.
Whereas the Edwards has agreed to transfer all of his interest in TBI, TBI-BC,
BBU and Monarch to ONPS and to become a director and the Chief Executive Officer
of ONPS, for valuable consideration, the receipt and sufficiency of which is
acknowledged by all parties, the parties agree as follows:
Interpretation
1. The definitions and recitals set out above form part of this
agreement.
2. In this agreement:
a. "Closing means January 19, 2001; and
b. "Edwards' Interest" means legal and beneficial title to all of
the issued and outstanding shares in TBI, TBI-BC, BBU and
Monarch.
Terms and Conditions
3. Edwards will transfer Edwards' Interest to ONPS at Closing so that
TBI, TBI-BC, BBU and Monarch each become wholly owned subsidiaries of
ONPS as of the Closing Date.
4. As consideration for the transfer of Edwards' Interest, ONPS will
issue to Edwards as soon as practicable after the Closing 13,004,677
Class A Common Stock shares of ONPS (the "Acquisition Shares"). The
Acquisition Shares will issued as directed by Edwards and will be
subject to Rule 144 of the Securities Act of 1933 (United States).
5. Each of TBI, TBI-BC, BBU and Monarch consent to the transfer of
Edwards' Interest to ONPS.
Representations and Warranties
6. Edwards represents and warrants that:
a. He owns the Edwards' Interest free and clear of any claim or
potential claim of any person;
b. Edwards does not have any right to acquire additional interests
in any of TBI, TBI-BC, BBU or Monarch other than certain debts
owing by TBI, TBI-BC, BBU and Monarch to Edwards.
7. In respect of TBI, Edwards represents and warrants that:
a. It is a limited liability company formed and in good standing
under the laws of the State of Nevada;
b. Edwards' Interest is fully paid and non-assessable and represents
all of the issued and outstanding capital of TBI;
c. It has granted no person any right or option to acquire any
additional shares in TBI and has no agreements to grant any such
rights or options;
d. It has the legal capacity and authority to enter into and perform
its obligations under this agreement;
e. It has incurred no liabilities and has not entered into any
agreements or contracts other than in the ordinary course of
business and as previously disclosed to ONPS; and
f. There are no claims or litigation against it nor is it aware of
any pending or threatened claims or litigation against it.
8. In respect of TBI-BC, Edwards represents and warrants that:
a. It is a company formed and in good standing under the laws of the
Province of British Columbia;
b. Edwards' Interest is fully paid and non-assessable and represents
all of the issued and outstanding capital of TBI-BC;
c. It has granted no person any right or option to acquire any
additional shares in TBI-BC and has no agreements to grant any
such rights or options;
d. It has the legal capacity and authority to enter into and perform
its obligations under this agreement;
e. It has incurred no liabilities and has not entered into any
agreements or contracts other than in the ordinary course of
business and as previously disclosed to ONPS; and
f. There are no claims or litigation against it nor is it aware of
any pending or threatened claims or litigation against it.
9. In respect of BBU, Edwards represents and warrants that:
a. It is a corporation formed and in good standing under the laws of
Bermuda;
b. Edwards' Interest is fully paid and non-assessable and represents
all of the issued and outstanding capital of BBU;
c. It has granted no person any right or option to acquire any
additional shares in BBU and has no agreements to grant any such
rights or options;
d. It has the legal capacity and authority to enter into and perform
its obligations under this agreement;
e. It has incurred no liabilities and has not entered into any
agreements or contracts other than in the ordinary course of
business and as previously disclosed to ONPS; and
f. There are no claims or litigation against it nor is it aware of
any pending or threatened claims or litigation against it.
10. In respect of Monarch, Edwards represents and warrants that:
a. It is a company formed and in good standing under the laws of the
Province of British Columbia;
b. Edwards' Interest is fully paid and non-assessable and represents
all of the issued and outstanding capital of Monarch;
c. It has granted no person any right or option to acquire any
additional shares in Monarch and has no agreements to grant any
such rights or options;
d. It has the legal capacity and authority to enter into and perform
its obligations under this agreement;
e. It has incurred no liabilities and has not entered into any
agreements or contracts other than in the ordinary course of
business and as previously disclosed to ONPS; and
f. There are no claims or litigation against it nor is it aware of
any pending or threatened claims or litigation against it.
11. ONPS represents and warrants that it has the full right, power and
authority to enter into and has taken all actions necessary to
complete this agreement on the terms and conditions contained herein
and to issue the Acquisition Shares.
Other Provisions
12. This agreement and the transfers contemplated herein are subject to
the parties conducting satisfactory due diligence and obtaining all
required approvals, if any prior to the Closing Date.
13. Each of Edwards, TBI, TBI-BC, BBU, Monarch and ONPS acknowledge that
this agreement was prepared by an independent source as a matter of
convenience and that no advice was given to or sought by any of the
parties hereto and that the parties have given each other adequate
time to review and consider this agreement and to consult with and
obtain independent legal advice and that they are each satisfied with
all terms and conditions of this agreement.
14. Time is of the essence in this agreement.
15. Each of the parties will execute and deliver such further and other
documents and do and perform such further and other acts as any other
party may reasonably require to carry out and give effect to the terms
and intention of this agreement.
16. This agreement is governed by the laws of the Province of British
Columbia and the laws of Canada applicable therein and must be
litigated in a British Columbia court of law.
17. Any notice to be given or delivered under this agreement must be given
in writing and delivered by hand or transmitted by telecopier to the
address of fax number of the party to whom notice is given as set out
on page one of this agreement and is deemed to have been received when
it is delivered by hand or transmitted by telecopier unless the
delivery or transmission is made after 4:00 pm or on a non-business
day, in which case it is deemed to have been received the following
business day. Any delivery of a thing
other than a written notice must be delivered by hand to the receiving
party's address as set out on page one of this agreement.
18. This agreement or any part, right or obligation contained therein may
assigned to any other party.
19. Any and all amendments to this agreement shall be in writing and
executed by all parties.
20. This agreement enures to the benefit of and binds the parties and
their respective successors, heirs and permitted assigns.
21. If any provision of this agreement is deemed to be illegal or
unenforceable under any law, then such offending provision shall be
severed from this agreement and the remainder of the agreement shall
continue in full force and effect.
22. This agreement may be executed in counterparts and delivered by
Telecopier, and all counterparts taken together are deemed to be a
single original document.
Dated the __ day of January 2001.
OnLine Production Services Inc. Talent Bridge International LLC
Per: /s/ Aerock Fox Per: /s/ Mike Edwards
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Authorized Signatory Authorized Signatory
Bookedbyus.com Ltd.
/s/ Mike Edwards Per: /s/ Mike Edwards
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Michael Scott Edwards Authorized Signatory
Monarch Software Inc.
Per: /s/ Mike Edwards
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Authorized Signatory
Talent Bridge International Inc.
Per: /s/Mike Edwards
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Authorized Signatory