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Exhibit 2.1
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AGREEMENT OF PURCHASE AND SALE
DATED AS OF FEBRUARY 29, 2000
BETWEEN
SELLER: PLANET EXTREME.Ltd.
AND
BUYER: CORPAS INVESTMENTS, INC.
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TABLE OF CONTENTS
Section Page
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ARTICLE I Sale of Assets and Assumption of Liabilities............................................................1
SECTION 1.01. Sale of Assets...............................................................................1
(a) Purchased Assets.................................................................1
(b) Excluded Assets..................................................................1
SECTION 1.02. Assumption of Liabilities....................................................................1
(a) Assumed Liabilities..............................................................1
(b) Excluded Liabilities.............................................................1
SECTION 1.03. Closing..................................................................................... 2
SECTION 1.04. The Purchase Price...........................................................................2
(a) Determination of Purchase Price..................................................2
SECTION 1.05. Allocation of Purchase Price.................................................................2
SECTION 1.06. Further Cooperation..........................................................................2
ARTICLE II Representations and Warranties.........................................................................2
SECTION 2.01. Representations and Warranties of Seller.....................................................2
(a) Organization.....................................................................2
(b) Binding Obligation...............................................................3
(c) Purchased Assets.................................................................3
(d) Title to Personal Property.......................................................3
(e) Real Property....................................................................3
(f) Contracts........................................................................3
(g) Litigation.......................................................................3
(h) Absence of Changes or Events.....................................................4
(i) Compliance with Laws.............................................................4
(j) No Broker's or Finder's Fees.....................................................4
(k) Employee Benefit Plans...........................................................4
(l) Environmental Matters............................................................4
(m) Financial Statements.............................................................4
(n) Taxes............................................................................5
SECTION 2.02. Representations and Warranties of Buyer......................................................5
(a) Organization.....................................................................5
(b) Binding Obligation...............................................................5
ARTICLE III Covenants Relating to Conduct of Business.............................................................6
SECTION 3.01. Covenants of Seller..........................................................................6
(a) Ordinary Course..................................................................6
(b) No Other Bids....................................................................6
ARTICLE IV Additional Agreements..................................................................................6
SECTION 4.01. Access to Information........................................................................6
SECTION 4.02. Expenses.....................................................................................6
(i)
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SECTION 4.03. Press Releases...............................................................................7
ARTICLE V Conditions Precedent...................................................................................7
SECTION 5.01. Conditions to Each Party's Obligation........................................................7
(a) Approvals........................................................................7
(b) Legal Action.....................................................................7
SECTION 5.02. Conditions of Obligations of Buyer...........................................................7
(a) Representations and Warranties...................................................7
(b) Performance of obligations of Seller.............................................7
(c) No Material Adverse Change.......................................................7
(d) Consents and Actions.............................................................8
(e) Closing Deliveries...............................................................8
(f) Release of Security Interests....................................................8
SECTION 5.03. Conditions of obligation of Seller...........................................................8
(a) Representations and Warranties...................................................8
(b) Performance of obligations of Buyer..............................................8
(c) Consents and Actions.............................................................8
(d) Other Documents..................................................................9
ARTICLE VI Indemnification........................................................................................9
SECTION 6.01. Buyer Claims.................................................................................9
SECTION 6.02. Seller Claims................................................................................9
SECTION 6.03. Notice of Claim..............................................................................9
SECTION 6.04. Defense of Third Party Claims................................................................9
ARTICLE VII Termination, Amendment and Waiver....................................................................10
SECTION 7.01. Termination.................................................................................10
SECTION 7.02. Amendment...................................................................................10
ARTICLE VIII Labor and Employment Matters........................................................................10
SECTION 8.01. Buyer's Employment Decisions................................................................10
ARTICLE IX Right of Final Refusal................................................................................10
SECTION 9.01. Right of Final Refusal......................................................................10
ARITCLE X General Provisions.....................................................................................11
SECTION 10.01. Survival of Representations, Warranties and Agreements.....................................11
SECTION 10.02. Sales Taxes................................................................................11
SECTION 10.03. Counterparts...............................................................................11
SECTION 10.04. Governing Law..............................................................................11
(ii)
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SCHEDULES
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SCHEDULE 1.01(a) Schedule of Purchased Assets
SCHEDULE 1.01(b) Schedule of Excluded Assets
SCHEDULE 1.02(a) Assumed Liabilities
SCHEDULE 2.01(d) Exceptions to Title to Personal Property
SCHEDULE 2.01(e) Real Property
SCHEDULE 2.01(f) Exceptions to Contract
(iii)
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THIS AGREEMENT OF PURCHASE AND SALE is entered into as of February __, 2000,
by and between CORPAS INVESTMENTS, INC. ("Buyer"), and PLANET EXTREME.Ltd.,
INC. ("Seller").
ARTICLE I
Sale of Assets and Assumption of Liabilities
SECTION 1.01. Sale of Assets.
(a) Purchased Assets. At the Closing (as defined below), Seller shall
sell, assign, transfer, convey and deliver to Buyer and Buyer shall accept and
purchase all of Seller's right, title and interest in and to all of the assets,
properties and rights of Seller existing at the close of business on the day of
the Closing and reflected in the Schedule of Purchased Assets attached hereto
and labelled Schedule 1.01(a), together with all assets, properties and rights
acquired by Seller of a similar nature since the date of said Schedule, less
such assets, properties and rights as may have been disposed of since said date
in the ordinary course of business.
(b) Excluded Assets. The foregoing notwithstanding, Buyer shall not
purchase, and Seller shall not be deemed to sell, those assets which are listed
in the Schedule of Excluded Assets attached hereto and labeled Schedule 1.01(b).
SECTION 1.02. Assumption of Liabilities.
(a) Assumed Liabilities. As of the Closing Date, Buyer shall undertake,
assume, and agree to perform, and otherwise pay, satisfy and discharge as of the
Closing the liability upon only those contracts or agreements, if any,
designated by Buyer and listed in Schedule 1.02(a) (the "Assumed Liabilities").
(b) Excluded Liabilities. Buyer shall not assume, nor does Buyer agree
to pay, any debts, liabilities or obligations not specifically described in
Section 1.02(a) hereof, including any federal, state or local taxes of Seller on
or measured by income, gross receipts or payroll, whether for the period ending
as of the Closing Date or any other period or penalties or interest relating
thereto, or any other taxes of Seller of any kind or nature or penalties or
interest relating thereto. All such liabilities shall be the responsibility of
Seller, and Seller agrees to indemnify and hold Buyer harmless against any such
liabilities, debts, obligations, claims or damages therefrom (including
incidental and consequential damages), costs and expenses.
SECTION 1.03. Closing. The closing of the purchase and sale of the
Purchased Assets (the "Closing") will take place on or before March 6, 2000
(the "Closing Date"), at the offices of the Buyer, 2931 3rd Street, Santa
Monica, California, unless another date or place is agreed to in writing by the
parties hereto.
SECTION 1.04. The Purchase Price.
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(a) Determination of Purchase Price. For purposes hereof the Purchase
Price shall be:
(i) 3,500,000 shares of Corpas Investments, Inc. $.001 par
value common stock; and
(ii) $35,000
(b) Payment of Purchase Price. The cash portion of the Purchase Price
shall be paid by good certified check or wired funds.
SECTION 1.05. Allocation of Purchase Price. The Purchase Price shall be
allocated pursuant to a schedule to be furnished to Seller by Buyer prior to
Closing, or as soon as practicable after Closing.
SECTION 1.06. Further Cooperation. From time to time after the Closing,
Seller at Buyer's request and without further consideration, agrees to execute
and deliver or to cause to be executed and delivered such other instruments of
transfer as Buyer may reasonably request to transfer to Buyer more effectively
the right, title and interest in or to the Purchased Assets and to take or cause
to be taken such further or other action as may reasonably be necessary or
appropriate in order to effectuate the transactions contemplated by this
Agreement.
ARTICLE II
Representations and Warranties
SECTION 2.01. Representations and Warranties of Seller. Seller
represents and warrants to, and agrees with, Buyer as follows:
(a) Organization. Both entities comprising Seller are corporations duly
organized, validly existing and in good standing under the laws of its state of
incorporation.
(b) Binding Obligation. Seller has all requisite corporate power and
authority to enter into and perform its obligations under this Agreement and to
carry out the transactions contemplated hereby. The Board of Directors of Seller
have duly authorized the execution and delivery of this Agreement and the other
transactions contemplated hereby and, no other corporate proceedings on the part
of Seller are necessary to authorize this Agreement and the transactions
contemplated hereby. This Agreement has been duly executed and delivered by
Seller and constitutes a valid and binding obligation of Seller enforceable in
accordance with its terms. The execution, delivery and performance by Seller of
this Agreement does not and will not conflict with, or result in any violation
of or default under, any provision of the Articles of Incorporation or Bylaws of
Seller or ordinance, rule, regulation, judgment, order, decree, agreement,
instrument or license applicable to Seller or to any of its respective
properties or assets. No consent, approval, order or authorization of, or
registration, declaration or filing with,
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any court, administrative agency or commission or other governmental authority
or instrumentality, domestic or foreign, is required by or with respect to
Seller in connection with its execution, delivery or performance of this
Agreement.
(c) Purchased Assets. Except for assets disposed of in the ordinary
course of business and Excluded Assets, the Purchased Assets consist of all
assets which have been used by Seller since January 1, 1998.
(d) Title to Personal Property. Except as set forth in Schedule
2.01(d), Seller has good and marketable title to all of the personal property
included in the Purchased Assets, in each case free and clear of all mortgages,
liens, security interests, pledges, charges or encumbrances of any nature
whatsoever.
(e) Real Property. Seller owns no real property. Schedule 2.01(e)
includes a complete list of the only real property leased by Seller ("Leased
Real Property"). Except as set forth on Schedule 2.01(e), Seller has a valid
leasehold interest in the Leased Real Property, and Seller will deliver to Buyer
at Closing, documentation satisfactory to Buyer, confirming that such lease is
in full force and effect and that Seller's leasehold interest will be
transferred to Buyer at Closing, without any penalty or condition not acceptable
to Buyer.
(f) Contracts. Except as described in Schedule 2.01(f), Seller is not a
party to or bound by any lease, agreement, contract or other commitment which
involves the payment or receipt of more than $10,000 per year or is not
cancelable by Seller on less than 60 days notice (collectively, the
"Contracts"). Each Contract is a valid and binding obligation of Seller and is
in full force and effect. Seller has performed all material obligations required
to be performed by it to date under the Contracts. All Contracts are in the name
of Seller, and all Contracts included in the Assumed Liabilities will be
effectively transferred to Buyer at the time of the Closing.
(g) Litigation. There are no lawsuits, claims, proceedings or
investigations pending or, to the best knowledge of Seller, threatened by or
against or affecting Seller or any of its properties, assets, operations or
business which could adversely way affect the transactions contemplated by this
Agreement or Buyer's right to utilize the Purchased Assets.
(h) Absence of Changes or Events. Since December 31, 1997, the business
of Seller has been operated in the ordinary course and there has not been any
material adverse change in the financial condition, results of operations,
business, assets or prospects of Seller or the value or condition of the
Purchased Assets.
(i) Compliance with Laws. Seller is not in violation with respect to
its operation of the Purchased Assets of any law, order, ordinance, rule or
regulation of any governmental authority.
(j) No Broker's or Finder's Fees. No agent, broker, investment banker,
person or firm acting on behalf of Seller is or will be entitled to any broker's
or finder's fee or
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any other commission or similar fee in connection with any of the transactions
contemplated herein.
(k) Employee Benefit Plans. There are no plans of Seller in effect for
pension, profit sharing, deferred compensation, severance pay, bonuses, stock
options, stock purchases, or any other form of retirement or deferred benefit,
or for any health, accident or other welfare plan, as to which Buyer will become
liable as a result of the transactions contemplated hereby.
(l) Environmental Matters. There have been no private or governmental
claims, citations, complaints, notices of violation or letters made, issued to
or threatened against Seller by any governmental entity or private or other
party for the impairment or diminution of, or damage, injury or other adverse
effects to, the environment or public health resulting, in whole or in part,
from the ownership, use or operation of any of Seller's facilities (whether
owned or leased) which will be occupied or operated by Buyer as a result of the
transactions contemplated hereby (the "Property").
Seller has duly complied with, and, to the best of Seller's knowledge,
the Property is in compliance with, the provisions of all federal, state and
local environmental, health and safety laws, codes and ordinances and all rules
and regulations promulgated thereunder.
Seller has provided Buyer with true, accurate and complete copies of
any written information in the possession of Seller which pertains to the
environmental history of the Property. Seller shall also promptly furnish to
Buyer true, accurate and complete copies of any sampling and test results which
may be obtained by Seller prior to the Closing from all environmental and/or
health samples and tests taken at and around the Property.
(m) Financial Statements. Seller has delivered to Buyer the balance
sheet of the Company at December 31, 1999, and the related statements of income
for the 12 month period then ended. Such financial statements, including the
notes thereto, are in accordance with the books and records of Seller, have been
prepared in conformity with generally accepted accounting principles applied on
a consistent basis throughout the periods covered thereby and present fairly the
financial position and the results of operations of Seller as of the dates and
for the periods indicated. on or before the Closing, Seller shall deliver to
Buyer monthly financial statements in a form reasonably satisfactory to Buyer
for all monthly periods after December 31, 1999 for which financial information
is available, which financial statements shall be prepared on a consistent basis
with the financial statements described above.
(n) Taxes. There are no taxes on or measured by income or gross
receipts or franchise, real and personal property, employment, excise, sales and
use or other taxes of any kind properly attributable to periods up to and
including the Closing for which Buyer could be held liable which have not been
or will not be paid by Seller.
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SECTION 2.02. Representations and Warranties of Buyer. Buyer represents
and warrants to, and agrees with, Seller as follows:
(a) Organization. Buyer is a corporation duly organized, validly
existing and in good standing under the laws of the State of Florida.
(b) Binding Obligation. Buyer has all requisite corporate power and
authority to enter into and perform its obligations under this Agreement. All
corporate acts and other proceedings required to be taken by Buyer to authorize
the execution, delivery and performance by Buyer of this Agreement and the
transactions contemplated hereby, have been duly and properly taken. This
Agreement has been duly executed and delivered by Buyer and constitutes the
legal, valid and binding obligation of Buyer, enforceable against Buyer in
accordance with its terms. The execution, delivery and performance by Buyer of
this Agreement does not and will not conflict with, or result in any violation
of, any provision of the Articles of Incorporation or Bylaws of Buyer, or any
provision of any law, ordinance, rule, regulation, judgment, order, decree,
agreement, instrument or license applicable to Buyer or to its property or
assets. No consent, approval, order or authorization of, or registration,
declaration or filing with, any court, administrative agency or commission or
other governmental authority or instrumentality, domestic or foreign, is
required by or with respect to Buyer in connection with its execution, delivery
or performance of this Agreement.
ARTICLE III
Covenants Relating to Conduct of Business
SECTION 3.01. Covenants of Seller. During the period from the date of
this Agreement and continuing until the Closing, Seller agrees (except as
expressly contemplated by this Agreement or to the extent that Buyer shall
otherwise consent in writing) that:
(a) Ordinary Course. It shall carry on its business in the usual,
regular and ordinary course in substantially the same manner as heretofore
conducted and, to the extent consistent with such business, use all reasonable
efforts consistent with past practice and policies to preserve intact its
present business organization, keep available the services of its present
officers and key employees and preserve its relationships with customers,
suppliers and others having business dealings with it to the end that its
goodwill and ongoing business shall be unimpaired as a result of the
transactions contemplated hereby.
(b) No Other Bids. Neither Seller nor any of its affiliates shall, nor
shall they authorize any officer, director or employee of or any investment
banker, attorney, accountant or other representative retained by any of them to,
solicit or encourage (including by way of furnishing information or entering
into discussions or negotiations of any kind) any inquiries or the making of any
proposal which may reasonably be expected to lead to any takeover proposal. As
used in this paragraph, "takeover proposal,, shall mean any proposal for a
merger or other business combination involving Seller or for the acquisition of
a substantial equity interest in
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Seller or all or a portion of the Purchased Assets other than the transactions
contemplated by this Agreement.
ARTICLE IV
Additional Agreements
SECTION 4.01. Access to Information. Seller shall afford to Buyer and
to Buyer's accountants, counsel and other representatives, reasonable access
during normal business hours during the period prior to the Closing to all its
books and records, and, during such period, Seller shall furnish promptly to
Buyer all information concerning its business, properties and personnel as Buyer
may reasonably request. Buyer will hold such information in confidence until
such time as such information otherwise becomes publicly available and in the
event of termination of this Agreement for any reason Buyer shall promptly
return, or cause to be returned, to Seller all nonpublic documents obtained from
Seller which it would not otherwise have been entitled to obtain; and shall not,
in any manner, utilize any such information for Buyer's benefit or in any manner
harmful to Seller.
SECTION 4.02. Expenses. Whether or not the transactions contemplated
hereby are consummated, all costs and expenses incurred by Buyer or Seller in
connection with this Agreement and the transactions contemplated hereby shall be
paid by the party incurring such costs.
SECTION 4.03. Press Releases. None of the parties hereto shall issue a
press release or other publicity announcing the sale of the Purchased Assets or
any other aspect of the transactions contemplated hereby without the prior
written approval of the other party, unless such disclosure is required by
applicable law.
ARTICLE V
Conditions Precedent
SECTION 5.01. Conditions to Each Party's Obligation. The respective
obligation of each party hereunder shall be subject to the satisfaction prior to
the Closing Date of the following conditions:
(a) Approvals. All authorizations, consents, orders or approvals of, or
declarations or filings with, or expiration of waiting periods imposed by, any
Governmental Entity necessary for the consummation of the transactions
contemplated by this Agreement shall have been filed, occurred or been obtained.
(b) Legal Action. No action, suit or proceeding shall have been
instituted or threatened before any court or governmental body seeking to
challenge or restrain the transactions contemplated hereby.
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SECTION 5.02. Conditions of Obligations of Buyer. The obligations of
Buyer to effect the transactions contemplated hereby are subject to the
satisfaction of the following conditions unless waived by Buyer:
(a) Representations and Warranties. The representations and warranties
of Seller set forth in this Agreement shall be true and correct in all material
respects as of the date of this Agreement and as of the Closing Date as though
made on and as of the Closing Date, and Buyer shall have received a certificate
signed by the chief executive officer of Seller to such effect.
(b) Performance of obligations of Seller. Seller shall have performed
all obligations required to be performed by it under this Agreement prior to
the Closing Date, and Buyer shall have received a certificate signed by the
chief financial officer of Seller to such effect.
(c) No Material Adverse Change. Since December 31, 1999, there shall
have been no material adverse change in the financial condition, results of
operations, business or assets of Seller.
(d) Consents and Actions. All requisite consents of any third parties
to the transactions contemplated by this Agreement shall have been obtained.
(e) Closing Deliveries. Seller shall deliver, or cause to be
delivered, to Buyer at or prior to the Closing the following documents:
(i) Such certificates, executed by officers of Seller,
as Buyer may reasonably request.
(ii) Consents executed by all necessary parties to permit
Buyer to assume Seller's interest in any contracts acquired among the
Purchased Assets.
(iii) Such documents as may be required to convey all of
Seller's right, title and interest in all personal property included
in the Purchased Assets.
(iv) Such other documents, instruments or certificates as
shall be reasonably requested by Buyer or its counsel.
(f) Release of Security Interests. Provision satisfactory to Buyer
shall have been made for the release of any security interests which encumber
any of the Purchased Assets.
SECTION 5.03. Conditions of obligation of Seller. The obligations of
Seller to effect the transactions contemplated hereby are subject to the
satisfaction of the following conditions unless waived by Seller:
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(a) Representations and Warranties. The representations and warranties
of Buyer set forth in this Agreement shall be true and correct in all material
respects as of the date of this Agreement and as of the Closing Date as though
made on and as of the Closing Date, and Seller shall have received a
certificate signed by the chief executive officer and by the chief financial
officer of Buyer to such effect.
(b) Performance of obligations of Buyer. Buyer shall have performed
all obligations required to be performed by it under this Agreement prior to
the Closing Date, and Seller shall have received a certificate signed by the
chief executive officer and by the chief financial officer of Buyer to such
effect.
(c) Consents and Actions. All requisite consents of any third parties
or governmental agencies to the transactions contemplated hereby shall have
been obtained.
(d) Other Documents. Seller shall have received such other documents,
instruments or certificates as shall be reasonably requested by Seller or its
counsel.
ARTICLE VI
Indemnification
SECTION 6.01. Buyer Claims. Except as hereinafter set forth, Seller
shall indemnify and hold harmless Buyer and its successors and assigns and its
and their respective officers, directors, shareholders, employees and agents,
against, and in respect of, any and all damages, claims, losses, liabilities
and expenses, including, without limitation, reasonable legal, accounting and
other expenses, which may arise out of any misrepresentation or other breach or
violation of this Agreement by Seller.
SECTION 6.02. Seller Claims. Except as hereinafter set forth, Buyer
shall indemnify and hold harmless Seller and its successors and assigns and its
and their respective officers, directors, shareholders, employees and agents,
against, and in respect of, any and all damages, claims, losses, liabilities
and expenses, including, without limitation, reasonable legal, accounting and
other expenses, which may arise out of any misrepresentation or other breach or
violation of this Agreement by Buyer.
SECTION 6.03. Notice of Claim. Upon obtaining knowledge thereof, the
party to be indemnified (the "Indemnified Party") shall promptly notify the
party which is required to provide indemnification (the "Indemnifying Party")
in writing of any damage, claim, loss, liability or expense which the
Indemnified Party has determined has given rise or could give rise to a claim
under this Article VI (such written notice being hereinafter referred to as a
"Notice of
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Claim"). A Notice of Claim shall contain a brief description of the nature and
estimated amount of any such claim giving rise to a right of indemnification.
SECTION 6.04. Defense of Third Party Claims. With respect to any claim
or demand set forth in a Notice of Claim relating to a third party claim, the
Indemnifying Party may defend, in good faith and at its expense, any such claim
or demand, and the Indemnified Party, at its expense, shall have the right to
participate in the defense of any such third party claim. So long as the
Indemnifying Party is defending in good faith any such third party claim, the
Indemnified Party shall not settle or compromise such third party claim. If the
Indemnifying Party does not so elect to defend any such third party claim, the
Indemnified Party shall have no obligation to do so.
ARTICLE VII
Termination, Amendment and Waiver
SECTION 7.01. Termination. This Agreement may be terminated at any
time prior to the Closing:
(a) by mutual consent of Buyer and Seller;
(b) by either Buyer or Seller if there has been a material
misrepresentation or breach of covenant or agreement contained in this
Agreement on the part of the other and such breach of a covenant or agreement
has not been promptly cured;
(c) by Buyer if any of the conditions set forth in Sections 5.01 and
5.02 shall not have been satisfied before March 6, 2000 or such later date as
Buyer and Seller shall mutually agree in writing;
(d) by Seller if any of the conditions set forth in Section 5.03 or
shall not have been satisfied before March 6, 2000 or such later date as Buyer
and Seller shall mutually agree in writing.
SECTION 7.02. Amendment. This Agreement may not be amended except by
an instrument in writing signed on behalf of each of the parties hereto.
ARTICLE VIII
Labor and Employment Matters
SECTION 8.01. Buyer's Employment Decisions. Buyer agrees to offer
employment to all persons who are employed by Seller immediately prior to
Closing.
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ARTICLE IX
Right of Final Refusal
SECTION 9.01. Right of Final Refusal. As of the date of the Closing
and for a period of 2 years thereafter, Gene Fein ("Fein") is hereby and
herewith offered a right of first refusal to purchase any of the assets set
forth in Schedule 1.01(a), if and only if, said assets are to be sold in a
transaction not in the ordinary course of business to a third party on terms
which do not result in a change of control of Buyer.
ARTICLE X
General Provisions
SECTION 10.01. Survival of Representations, Warranties and Agreements.
All representations, warranties and agreements in this Agreement or in any
instrument delivered pursuant to this Agreement shall survive the Closing until
the expiration of three years from the Closing Date, and, thereafter, to the
extent a claim is made prior to such expiration with respect to any breach of
such representation, warranty or agreement, until such claim is finally
determined or settled.
SECTION 10.02. Sales Taxes. All sales and use taxes, if any, due under
the laws of any state, any local government authority, or the federal
government of the United States, in connection with the purchase and sale of
the Purchased Assets shall be paid by Seller.
SECTION 10.03. Counterparts. This Agreement may be executed in one or
more counterparts, all of which shall be considered one and the same agreement
and shall become effective when one or more counterparts have been signed by
each of the parties and delivered to the other party, it being understood that
all parties need not sign the same counterpart.
SECTION 10.04. Governing Law. This Agreement shall be governed in all
respects, including validity, interpretation and effect, by the internal laws
of the State of California.
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IN WITNESS WHEREOF, Buyer and Seller have executed this Agreement as
of the date first written above.
BUYER: CORPAS INVESTMENTS, INC.
By: /s/ Ross A. Love
--------------------------------
Ross A. Love
SELLER: PLANET EXTREME, Ltd
By: /s/ Gene Fein
------------------------------------
Gene Fein
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