GLOBAL LINKS CARD SERVICES, INC.
STOCK PURCHASE AGREEMENT
THIS AGREEMENT is made this 24th day of December, 2004, by and between
GLOBAL LINKS CORP., a Nevada corporation (the "Seller") as the sole stockholder
of GLOBAL LINKS CARD SERVICES, INC., a Nevada corporation (the "Company"), and
PTS, INC., a Nevada corporation (the "Purchaser").
WHEREAS, the Seller desires to sell to the Purchaser all of the issued and
outstanding shares of the capital stock of the Company, consisting of 10,000
shares of common stock, par value $0.001 per share (the "Stock");
WHEREAS, the Purchaser desires to purchase the Stock as hereinafter
provided;
NOW, THEREFORE, in consideration of the foregoing and the following mutual
covenants and agreements, the parties hereto agree as follows:
1. Purchase of Stock. At the closing of this Agreement (the "Closing"),
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upon the basis of the covenants, warranties and representations of the Purchaser
set forth in this Agreement, the Seller will sell, transfer, assign, and deliver
to the Purchaser 10,000 shares of the Stock, free and clear of all liens and
encumbrances, except as otherwise may be permitted hereunder.
2. Purchase Price. The purchase price of $335,000 to be paid at the
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Closing shall consist of the following:
(a) The sum of $35,000 in cash.
(b) The assumption and payment of approximately $300,000 representing
the liabilities of the Company as reflected on the Financial Statement as
hereinafter provided.
3. Restrictive Legend. All shares of the Stock to be delivered hereunder
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shall be issued pursuant to an exemption from registration under Section 4(2) of
the Securities Act of 1933, as amended, inasmuch as such shares will be issued
for investment purposes without a view to distribution. All shares of the Stock
to be delivered hereunder shall bear a restrictive legend in substantially the
following form:
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
SECURITIES LAWS AND NEITHER SUCH SHARES NOR ANY INTEREST THEREIN MAY BE OFFERED,
SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS A REGISTRATION STATEMENT
WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE
STATE SECURITIES LAWS, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT."
4. Obligation to Advance Funds. The Purchaser shall advance $200,000
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to the Company as follows:
(a) $20,000, the receipt of which is hereby acknowledged by the
Seller.
(b) $40,000 no later than December 31, 2005.
(c) The sum of $140,000 to be payable in the amount of $ 10,000 each
week beginning Wednesday, January 5, 2005 and continuing on the same day of
every week thereafter, until fully paid.
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5. Option to Purchase. Following the Closing, the Purchaser shall
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grant to James Brewer an option to purchase all of the issued and outstanding
shares of the capital stock of the Company at any time before January 2, 2009.
The option shall be in the form of Attachment A attached hereto.
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6. Representations and Warranties of the Seller. Where a representation
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contained in this Agreement is qualified by the phrase "to the best of the
Seller's knowledge" (or words of similar import), such expression means that,
after having conducted a due diligence review, the Seller believes the statement
to be true, accurate, and complete in all material respects. Knowledge shall not
be imputed nor shall it include any matters which such person should have known
or should have been reasonably expected to have known. The Seller represents and
warrants to the Purchaser as follows:
(a) Power and Authority. The Seller has full power and authority to
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execute, deliver, and perform this Agreement and all other agreements,
certificates or documents to be delivered in connection herewith, including,
without limitation, the other agreements, certificates and documents
contemplated hereby (collectively the "Other Agreements").
(b) Binding Effect. Upon execution and delivery by the Seller, this
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Agreement and the Other Agreements shall be and constitute the valid, binding
and legal obligations of the Seller, enforceable against the Seller in
accordance with the terms hereof and thereof, except as the enforceability
hereof or thereof may be subject to the effect of (i) any applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws relating to or affecting
creditors' rights generally, and (ii) general principles of equity (regardless
of whether such enforceability is considered in a proceeding in equity or at
law).
(c) Effect. Neither the execution and delivery of this Agreement or
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the Other Agreements nor full performance by the Seller of its obligations
hereunder or thereunder will violate or breach, or otherwise constitute or give
rise to a default under, the terms or provisions of the Articles of
Incorporation or Bylaws of the Company or, subject to obtaining any and all
necessary consents, of any contract, commitment or other obligation of the
Company or necessary for the operation of the Company following the Closing or
any other material contract, commitment, or other obligation to which the
Company is a party, or create or result in the creation of any encumbrance on
any of the property of the Company. The Company is not in violation of its
Articles of Incorporation, as amended, its Bylaws, as amended, or of any
indebtedness, mortgage, contract, lease, or other agreement or commitment.
(d) No Consents. No consent, approval or authorization of, or
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registration, declaration or filing with any third party, including, but not
limited to, any governmental department, agency, commission or other
instrumentality, will, except such consents, if any, delivered or obtained on or
prior to the Closing, be obtained or made by the Seller prior to the Closing to
authorize the execution, delivery and performance by the Seller of this
Agreement or the Other Agreements.
(e) Stock Ownership of the Stock to be Sold by the Seller. The Seller
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has good, absolute, and marketable title to the 10,000 shares of the Stock which
constitute 100 percent of the issued and outstanding shares of the Stock. The
Seller has the complete and unrestricted right, power and authority to cause the
sale, transfer, and assignment of the Stock pursuant to this Agreement. The
delivery of the Stock to the Purchaser as herein contemplated will vest in the
Purchaser good, absolute and marketable title to the shares of the Stock as
described herein, free and clear of all liens, claims, encumbrances, and
restrictions of every kind, except those restrictions imposed by applicable
securities laws or this Agreement.
(f) Organization and Standing of the Company. The Company is a duly
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organized and validly existing Nevada corporation in good standing, with all
requisite corporate power and authority to carry on the Business as presently
conducted. The Company has not qualified to do business in any other
jurisdiction.
(g) No Subsidiaries. The Company has no subsidiaries.
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(h) Capitalization and Other Outstanding Shares. The Company is
authorized by its Articles of Incorporation to issue 75,000,000 shares of the
Stock, composed of 70,000,000 shares of common stock, par value $0.001, and
5,000,000 shares of preferred stock par value $0.001. No other class of capital
stock is authorized. As of the date of this Agreement, the Company has duly and
validly issued and outstanding, fully paid, and non-assessable, 10,000 shares of
the common Stock, and no shares of preferred stock. There are no outstanding
options, contracts, commitments, warrants, preemptive rights, agreements or any
rights of any character affecting or relating in any manner to the issuance of
the Stock, or other securities or entitling anyone to acquire the Stock or other
securities of the Company.
(i) Liabilities. Except as set forth on Schedule 6(i) to this
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Agreement, the Company does not have any liabilities.
(j) Financial Statement. The Seller has furnished the Purchaser an
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unaudited balance sheet of the Company as of December 10, 2004 (the "Financial
Statement"). The Financial Statement (i) is in accordance with the books and
records of the Company; (ii) fairly presents the financial condition of the
Company at such date and the results of its operations for the period therein
specified; (iii) was prepared in accordance with generally accepted accounting
principles applied upon a basis consistent with prior accounting periods; and
(iv) with respect to all contracts and commitments of the Company, reflects
adequate reserves for all reasonably anticipated losses and costs in excess of
anticipated income. Specifically, but not by way of limitation, the Financial
Statement discloses all of the debts, liabilities, and obligations of any nature
(whether absolute, accrued, contingent, or otherwise and whether due or to
become due) of the Company on the dates therein specified (except such debts,
liabilities, and obligations as are not required to be reflected therein in
accordance with generally accepted accounting principles).
(k) Present Status. Since the dates reflected on the Financial
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Statement, the Company has not (i) incurred any material obligations or material
liabilities, absolute, accrued, contingent, or otherwise, except current trade
payables; (ii) discharged or satisfied any liens or encumbrances, or paid any
obligations or liabilities, except current Financial Statement liabilities and
current liabilities incurred since the dates reflected on the Financial
Statement, in each case, in the ordinary course of business; (iii) declared or
made any stockholder payment or distribution or purchased or redeemed any of its
securities or agreed to do so; (iv) mortgaged, pledged, or subjected to lien,
encumbrance, or charge any of its assets except as shall be removed prior to or
at the Closing; (v) canceled any debt or claim; (vi) sold or transferred any
assets of a material value except sales from inventory in the ordinary course of
business; (vii) suffered any damage, destruction, or loss (whether or not
covered by insurance) materially affecting its properties, business, or
prospects; (viii) waived any rights of a material value; (ix) entered into any
transaction other than in the ordinary course of business. Further, since the
dates reflected on the Financial Statement, there has not been any change in or
any event or condition (financial or otherwise) affecting the property, assets,
liabilities, operations, or prospects of the Company, other than changes in the
ordinary course of its business, none of which has (either when taken by itself
or taken in conjunction with all other such changes) been materially adverse.
(l) Tax Returns and Audits. As of the date of this Agreement, the
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Company has duly filed all federal, state, and local tax returns as required to
be filed by it (including, but not limited to, all payroll or other employment
related tax returns), and has paid all federal, state and local taxes,
including, but not limited to all payroll and employment taxes, required to be
paid with respect to the periods covered by such returns. the Company has not
been delinquent in the payment of any tax, assessment, or governmental charge,
and has not had any tax deficiencies proposed or assessed against it and has not
executed any waiver of the statute of limitations on the assessment or
collection of any tax.
(m) Absence of Certain Changes or Events. Since December 10, 2004,
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there has not been any change in or any event or condition (financial or
otherwise) affecting the property, assets (including cash and all accounts
receivable), liabilities, operations, or prospects of the Company, other than
changes in the ordinary course of its business, none of which has (either when
taken by itself or taken in conjunction with all other such changes) been
materially adverse.
(n) Purchase and Outstanding Bids. No purchase commitments of the
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Company are in excess of normal, ordinary, and usual requirements of its
business, or were made at any price in excess of the then current market price
or contained terms and conditions more onerous than those usual and customary in
the industry.
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(o) Insurance Policies. There are no insurance policies in effect for
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the Company.
(p) Compensation of Officers and Others. Since December 10, 2004,
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there has not been any change in any compensation, commission, bonus, or other
remuneration payable to any officer, director, agent, employee, or consultant of
the Company, other than in the ordinary course of business.
(q) Inventory. The inventory of the Company which is reflected on the
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Financial Statement and all inventory items which have been acquired since
December 10, 2004, consists of goods of such quality and in such quantities as
are salable in the ordinary course of its business with normal markup at
prevailing market prices. Each item of the inventory was valued at the then
current cost, if possible, and if not, at the then current manufacturer's
regular cost sheet available to distributors. Since December 10, 2004, the
Company has continued to replenish its inventory in a normal and customary
manner consistent with the prior and prudent practice prevailing in the business
of the Company.
(r) Schedule of Assets. As disclosed on Schedule 6(q) attached
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hereto, is a schedule of assets owned by the Company containing (i) a true and
complete listing of all property owned by the Company; (ii) a true and complete
legal description of all real properties in which the Company has a leasehold
interest, together with a description of each indenture, lease, sublease, or
other instrument under which the Company claims or holds such leasehold
interest, each of which is a good and valid leasehold interest, and all of which
are in effect and enforceable according to their respective terms; (iii) a true
and complete list of all patents, patent applications, patent licenses,
trademarks, trademark registrations, and applications therefor, trade names,
copyrights, and copyright registrations and applications therefor owned by the
Company; and (iv) as of December 10, 2004, a true and complete list of all
accounts receivable of the Company, together with information as to the aging of
each such account receivable.
(s) Status on the Closing. On the Closing, the Company shall have (i)
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cash balances, plus certificates of deposit, equal to not less than $2,500; (ii)
accounts receivable, plus inventory, less accounts payable, equal to not less
than ($10,000); and (iii) a stockholders' equity of not less than ($10,000). The
Company shall deliver to the Purchaser on the Closing a schedule prepared by the
Chief Financial Officer of the Company stating the amount of the items described
in this paragraph as of the Closing.
(s) Employment Contracts. Except as disclosed in Schedule 6(s)
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hereto, the Company has no employment contract, written or otherwise, with any
employee or former employee.
(t) Compliance with Law and Other Instruments. The business and
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operations of the Company have been and are being conducted in accordance with
all applicable laws, rules and regulations of all authorities, except those
which do not (either individually or in the aggregate) materially and adversely
affect the Company.
(u) Contracts. Except as disclosed on Schedule 6(u) attached hereto
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or on any other schedule attached to this Agreement, the Company is not a party
to, or otherwise bound by any (i) written or oral contract; (ii) employment or
consultant contract not terminable at will without cost or other liability;
(iii) labor union contracts; (iv) bonus, pension, profit sharing, retirement,
share purchase, stock option, hospitalization, group insurance, or similar
employee benefit plan; (v) any real or personal property lease, as lessor or
lessee; (vi) advertising or public relations contract; (vii) purchase, supply or
service contract, which cannot be terminated without cost or expense to the
Company if such termination occurs with less than 30 day's notice; (viii) deed
of trust, mortgage, conditional sales contract, security agreement, pledge
agreement, trust receipt, or any other agreement or arrangement whereby any of
the assets or property of the Company is subject to a lien, encumbrance, charge
or other restriction except such as shall be satisfied prior to the Closing;
(ix) license agreement, whether as licensee or licensor; (x) contract or
agreement involving any expenditure by the Company of more than $2,500.00 in the
aggregate; (xi) contract or agreement which the Company cannot terminate by
giving less than 30 day's notice; and (xii) contract to be performed in whole or
in part more than 90 days from the date thereof and which cannot be terminated
without cost or liability to the Company. Other than as disclosed on Schedule
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6(v) attached hereto, to best of the Seller's knowledge, the Company has in all
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respects performed all obligations required to be performed to date, and is not
in material default in any respect under any of the contracts, agreements,
leases, documents, or other commitments to which it is a party or otherwise
bound or affected. All parties having material contracts with the Company are
in material compliance therewith, and are not in material default thereunder.
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(v) Authority. No consent, authorization, approval, order, license,
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certificate, or permit of or from, or declaration of filing with, any federal,
state, local, or other governmental authority or any court or other tribunal is
required by the Company for the execution, delivery, or performance of this
Agreement by the Company. No consent of any party to any contract, agreement,
instrument, lease, license, arrangement, or understanding to which the Company
is a party, or to which any of its properties or assets are subject, is required
for the execution, delivery or performance of this Agreement; and the execution,
delivery, and performance of this Agreement will not violate, result in a breach
of, conflict with, or (with or without the giving of notice or the passage of
time or both) entitle any party to terminate or call a default under any
contract, agreement, instrument, lease, license, arrangement, or understanding,
or violate or result in a breach of any term of the articles of incorporation
(or other charter document) or bylaws of the Company or violate, result in a
breach of, or conflict with any law, rule, regulation, order, judgment, or
decree binding on the Company or to which any of its operations, business,
properties, or assets are subject.
(w) Litigation. There are no legal actions, suits, arbitrations, or
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other legal, administrative or other governmental proceedings pending or
threatened against the Company, and the Seller is not aware of any facts which
to its knowledge may result in any such action, suit, arbitration, or other
proceeding.
(x) Employees. As of the date of this Agreement as well as at the
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Closing, the Company has ____ employees.
(y) Records. The books of account and minute books of the Company are
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complete and correct, and reflect all those transactions involving its business
which properly should have been set forth in such books.
(z) Representations and Warranties True and Complete. All
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representations and warranties of the Seller in this Agreement and the Other
Agreements are true, accurate and complete in all material respects as of the
Closing.
(aa) No Knowledge of Default. The Seller has no knowledge that any
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representations and warranties of the Purchaser contained in this Agreement or
the Other Agreements are untrue, inaccurate or incomplete or that the Purchaser
is in default under any term or provision of this Agreement or the Other
Agreements.
(bb) No Untrue Statements. No representation or warranty by the Seller
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in this Agreement or in any writing furnished or to be furnished pursuant
hereto, contains or will contain any untrue statement of a material fact, or
omits, or will omit to state any material fact required to make the statements
herein or therein contained not misleading.
(cc) Reliance. The foregoing representations and warranties are made
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by the Seller with the knowledge and expectation that the Purchaser is placing
complete reliance thereon.
7. Representations and Warranties of the Purchaser. Where a representation
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contained in this Agreement is qualified by the phrase "to the best of the
Purchaser's knowledge" (or words of similar import), such expression means that,
after having conducted a due diligence review, the Purchaser believe the
statement to be true, accurate, and complete in all material respects. Knowledge
shall not be imputed nor shall it include any matters which such person should
have known or should have been reasonably expected to have known. The Purchaser
hereby represents and warrants to the Seller as follows:
(a) Power and Authority. The Purchaser has full power and authority
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to execute, deliver and perform this Agreement and the Other Agreements.
(b) Binding Effect. Upon execution and delivery by the Purchaser,
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this Agreement and the Other Agreements shall be and constitute the valid,
binding and legal obligations of the Purchaser enforceable against the Purchaser
in accordance with the terms hereof or thereof, except as the enforceability
hereof and thereof may be subject to the effect of (i) any applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws
5
relating to or affecting creditors' rights generally, and (ii) general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law).
(c) No Consents. No consent, approval or authorization of, or
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registration, declaration or filing with any third party, including, but not
limited to, any governmental department, agency, commission or other
instrumentality, will, except such consents, if any, delivered or obtained on or
prior to the Closing, be obtained or made by the Purchaser prior to the Closing
to authorize the execution, delivery and performance by the Purchaser of this
Agreement or the Other Agreements.
(d) The Purchaser's Representations and Warranties True and Complete.
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All representations and warranties of the Purchaser in this Agreement and the
Other Agreements are true, accurate and complete in all material respects as of
the Closing.
(e) No Knowledge of the Seller's Default. The Purchaser has no
---------------------------------------
knowledge that any of the Seller's representations and warranties contained in
this Agreement or the Other Agreements are untrue, inaccurate or incomplete in
any respect or that the Seller is in default under any term or provision of this
Agreement or the Other Agreements.
(f) No Untrue Statements. No representation or warranty by the
----------------------
Purchaser in this Agreement or in any writing furnished or to be furnished
pursuant hereto, contains or will contain any untrue statement of a material
fact, or omits, or will omit to state any material fact required to make the
statements herein or therein contained not misleading.
(g) Reliance. The foregoing representations and warranties are made
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by the Purchaser with the knowledge and expectation that the Seller is placing
complete reliance thereon.
8. Conditions Precedent to Obligations of the Purchaser. All obligations
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of the Purchaser under this Agreement are subject to the fulfillment, prior to
or at the Closing, of the following conditions:
(a) Representations and Warranties True at the Closing. The
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representations and warranties of the Seller herein shall be deemed to have been
made again as of the Closing, and then be true and correct, subject to any
changes contemplated by this Agreement. The Seller shall have performed all of
the obligations to be performed by it hereunder on or prior to the Closing.
(b) Deliveries at the Closing. The Seller shall have delivered to the
-------------------------
Purchaser at the Closing all of the documents required to be delivered
hereunder.
(c) Corporate Records, etc. The Seller shall have delivered to the
------------------------
Purchaser the originals of the Articles of Incorporation, Bylaws, minute books,
and other corporate governance materials used since the inception of the
Company.
(d) The Seller shall have agreed to assume obligation for the
liabilities of the Company which are set forth on Financial Statement.
9. Conditions Precedent to Obligations of the Seller. All obligations
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of the Seller under this Agreement are subject to the fulfillment, prior to or
at the Closing, of the following conditions:
(a) Representations and Warranties True at Closing. The
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representations and warranties of the Purchaser herein shall be deemed to have
been made again at the Closing, and then be true and correct, subject to any
changes contemplated by this Agreement. The Purchaser shall have performed all
of the obligations to be performed by the Purchaser hereunder on or prior to the
Closing.
(b) Other Matters. All corporate and other proceedings and actions
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taken in connection with the transactions contemplated hereby and all
certificates, opinions, agreements, instruments and documents
6
mentioned herein or incident to any such transaction shall be satisfactory in
form and substance to the Seller and its counsel, whose approval shall not be
unreasonably withheld.
10. The Nature and Survival of Representations, Covenants and
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Warranties. All statements and facts contained in any memorandum, certificate,
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instrument, or other document delivered by or on behalf of the parties hereto
for information or reliance pursuant to this Agreement, shall be deemed
representations, covenants and warranties by the parties hereto under this
Agreement. All representations, covenants and warranties of the parties shall
survive the Closing and all inspections, examinations, or audits on behalf of
the parties, shall expire one year following the Closing.
11. Records of the Company. For a period of five years following the
------------------------
Closing, the books of account and records of the Company pertaining to all
periods prior to the Closing shall be available for inspection by the Seller for
use in connection with tax audits.
12. Further Conveyances and Assurances. After the Closing, the Seller
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and the Purchaser, each, will, without further cost or expense to, or
consideration of any nature from the other, execute and deliver, or cause to be
executed and delivered, to the other, such additional documentation and
instruments of transfer and conveyance, and will take such other and further
actions, as the other may reasonably request as more completely to sell,
transfer and assign to and fully vest in the Purchaser ownership of the Stock
and the Stock and to consummate the transactions contemplated hereby.
13. Closing. The Closing of this Agreement shall be on or before
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December 31, 2004, subject to acceleration or postponement from time to time as
the parties hereto may mutually agree. The Closing shall be at 3571 East
Sunset, Las Vegas, Nevada 89120 at 2:00 p.m. Pacific time, unless another hour
or place is mutually agreed upon by the parties hereto.
14. Deliveries at the Closing by the Seller. At the Closing the Seller:
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(a) Shall deliver to the Purchaser certificates representing 10,000
shares of the Stock, duly endorsed by the Seller, free and clear of all liens,
claims, encumbrances, and restrictions of every kind except for the restrictive
legend required by Paragraph 3 hereof.
(b) The Seller shall deliver any other document which may be
necessary to carry out the intent of this Agreement.
15. Deliveries at the Closing by the Purchaser. At the Closing, the
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Purchaser shall deliver to the Seller the following:
(a) The option to purchase as described in Attachment A.
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(b) The Purchaser shall deliver any other document which may be
necessary to carry out the intent of this Agreement.
16. No Assignment. This Agreement shall not be assignable by any party
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without the prior written consent of the other parties, which consent shall be
subject to such parties' sole, absolute and unfettered discretion.
17. Brokerage. The Seller and the Purchaser agree to indemnify and
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hold harmless each other against, and in respect of, any claim for brokerage or
other commissions relative to this Agreement, or the transactions contemplated
hereby, based in any way on agreements, arrangements, understandings or
contracts made by either party with a third party or parties whatsoever.
18. Attorney's Fees. In the event that it should become necessary for
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any party entitled hereunder to bring suit against any other party to this
Agreement for enforcement of the covenants contained in this Agreement, the
parties hereby covenant and agree that the party or parties who are found to be
in violation of said covenants
7
shall also be liable for all reasonable attorney's fees and costs of court
incurred by the other party or parties that bring suit.
19. Benefit. All the terms and provisions of this Agreement shall be
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binding upon and inure to the benefit of and be enforceable by each of the
parties hereto, and his respective heirs, executors, administrators, personal
representatives, successors and permitted assigns.
20. Notices. All notices, requests, demands, and other communications
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hereunder shall be in writing and delivered personally or sent by registered or
certified United States mail, return receipt requested with postage prepaid, or
by telecopy or e-mail, if to the Seller, addressed to Mr. Frank Dobrucki at 3571
East Sunset, Las Vegas, Nevada 89120, telecopier (702) 451-8916, and e-mail
resba@aol.com; and if to the Purchaser, addressed to Mr. Peter Chin at 3355
Spring Mountain Road, Suite 66, Las Vegas, Nevada 89102, telecopier (702)
878-0827, and e-mail psc3388@yahoo.com. Any party hereto may change its address
upon 10 days' written notice to any other party hereto.
21. Construction. Words of any gender used in this Agreement shall be
------------
held and construed to include any other gender, and words in the singular number
shall be held to include the plural, and vice versa, unless the context requires
otherwise.
22. Waiver. No course of dealing on the part of any party hereto or
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its agents, or any failure or delay by any such party with respect to exercising
any right, power or privilege of such party under this Agreement or any
instrument referred to herein shall operate as a waiver thereof, and any single
or partial exercise of any such right, power or privilege shall not preclude any
later exercise thereof or any exercise of any other right, power or privilege
hereunder or thereunder.
23. Cumulative Rights. The rights and remedies of any party under this
-----------------
Agreement and the instruments executed or to be executed in connection herewith,
or any of them, shall be cumulative and the exercise or partial exercise of any
such right or remedy shall not preclude the exercise of any other right or
remedy.
24. Invalidity. In the event any one or more of the provisions
----------
contained in this Agreement or in any instrument referred to herein or executed
in connection herewith shall, for any reason, be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality, or unenforceability
shall not affect the other provisions of this Agreement or any such other
instrument.
25. Time of the Essence. Time is of the essence of this Agreement.
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26. Incorporation by Reference. The Attachments and Schedules to this
---------------------------
Agreement referred to or included herein constitute integral parts to this
Agreement and are incorporated into this Agreement by this reference.
27. Multiple Counterparts. This Agreement may be executed in one or more
---------------------
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. A facsimile transmission
of this signed Agreement or an email of this Agreement containing digitized
signatures shall be legal and binding on all parties hereto.
28. Controlling Agreement. In the event of any conflict between the
----------------------
terms of this Agreement or exhibits referred to herein, the terms of this
Agreement shall control.
29. Law Governing. This Agreement shall be construed and governed by
--------------
the laws of the State of Nevada.
30. Entire Agreement. This instrument and the attachments hereto contain
-----------------
the entire understanding of the parties and may not be changed orally, but only
by an instrument in writing signed by the party against whom enforcement of any
waiver, change, modification, extension, or discharge is sought.
8
IN WITNESS WHEREOF, this Agreement has been executed in multiple
counterparts on the date first written above.
GLOBAL LINKS CORP
By___________________________
Frank Dobrucki, President
PTS, INC.
By___________________________
Peter Chin, President
Attachments:
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Attachment A Option to Purchase
Schedule 6(i) Liabilities
Schedule 6(q) Assets
Schedule 6(s) Employment Contracts
Schedule 6(u) Contracts
9
ATTACHMENT A
OPTION TO PURCHASE
OPTION TO ACQUIRE THE OUTSTANDING STOCK OF
GLOBAL LINKS CARD SERVICES, INC.
THIS AGREEMENT is made this ____ day of December, 2004, by and between
JAMES BREWER ("Brewer") and PTS, INC., a Nevada corporation ("PTS"), as the sole
stockholder of GLOBAL LINKS CARD SERVICES, INC., a Nevada corporation (the
"Company").
WHEREAS, PTS desires to grant to Brewer an option to purchase all of the
outstanding shares of stock of the Company under the terms, conditions and
agreements hereinafter set forth;
NOW, THEREFORE, for and in consideration of the mutual covenants,
agreements, representations, and warranties contained in this Agreement, the
parties hereto agree as follows:
1. Grant of Option. PTS hereby grants to Brewer an option to purchase
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all of the issued and outstanding shares of the stock of the Company (the
"Option").
2. Exercise of the Option. Brewer may exercise the Option at any time
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before January 2, 2009.
3. Method of Exercise. The Option shall be exercised by Brewer by
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providing written notice directed to PTS at its principal place of business,
accompanied by a check in payment of the option price. PTS shall immediately
deliver certificates for such shares.
4. Termination of the Option. The Option, to the extent not previously
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exercised, shall terminate at 5:00 p.m., Pacific Time, on January 2, 2009.
5. Consideration. Brewer, as the president of the Company, shall ensure
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that PTS shall receive payments equal to 4.28 percent of the Net Revenues of the
Company beginning with Net Revenues from July, 2005, until such payments total
$535,000. Should the total of such payments not equal $535,000 when the option
is exercised, then any remaining balance shall be converted to a note payable
under such terms as agreed to by Brewer and PTS. Net Revenues shall be defined
as the gross revenues from the Company less (a) sales commissions to sales
personnel of the Company paid solely on a commission basis, (b) any commissions
or finders fees paid to outside third parties, (c) any returns, or deductions
from revenues made by suppliers and processors, and (d) any direct costs of
products or services. Above payments shall be due on the last day of the
following month. For example payments for July, 2005, Net Revenues shall be due
on August 31, 2005.
6. No Assignment. This Agreement shall not be assignable by any party
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without the prior written consent of the other parties, which consent shall be
subject to such parties' sole, absolute and unfettered discretion.
7. Brokerage. The Brewer and the Purchaser agree to indemnify and hold
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harmless each other against, and in respect of, any claim for brokerage or other
commissions relative to this Agreement, or the transactions contemplated hereby,
based in any way on agreements, arrangements, understandings or contracts made
by either party with a third party or parties whatsoever.
8. Attorney's Fees. In the event that it should become necessary for any
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party entitled hereunder to bring suit against any other party to this Agreement
for enforcement of the covenants contained in this Agreement, the parties hereby
covenant and agree that the party or parties who are found to be in violation of
said covenants shall also be liable for all reasonable attorney's fees and costs
of court incurred by the other party or parties that bring suit.
9. Benefit. All the terms and provisions of this Agreement shall be
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binding upon and inure to the benefit of and be enforceable by each of the
parties hereto, and his respective heirs, executors, administrators, personal
representatives, successors and permitted assigns.
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10. Notices. All notices, requests, demands, and other communications
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hereunder shall be in writing and delivered personally or sent by registered or
certified United States mail, return receipt requested with postage prepaid, or
by telecopy or e-mail, if to Brewer, addressed to Mr. James Brewer at 1848 Port
Kimberly Place, Newport Beach, California 92660, telecopier (949) 759-3505, and
e-mail jbrewer@glcsi.com; and if to PTS, addressed to Mr. Peter Chin at 3355
Spring Mountain Road, Suite 66, Las Vegas, Nevada 89102, telecopier (702)
878-0827, and e-mail psc3388@yahoo.com. Any party hereto may change its address
upon 10 days' written notice to any other party hereto.
11. Construction. Words of any gender used in this Agreement shall be
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held and construed to include any other gender, and words in the singular number
shall be held to include the plural, and vice versa, unless the context requires
otherwise.
12. Waiver. No course of dealing on the part of any party hereto or its
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agents, or any failure or delay by any such party with respect to exercising any
right, power or privilege of such party under this Agreement or any instrument
referred to herein shall operate as a waiver thereof, and any single or partial
exercise of any such right, power or privilege shall not preclude any later
exercise thereof or any exercise of any other right, power or privilege
hereunder or thereunder.
13. Cumulative Rights. The rights and remedies of any party under this
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Agreement and the instruments executed or to be executed in connection herewith,
or any of them, shall be cumulative and the exercise or partial exercise of any
such right or remedy shall not preclude the exercise of any other right or
remedy.
14. Invalidity. In the event any one or more of the provisions contained
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in this Agreement or in any instrument referred to herein or executed in
connection herewith shall, for any reason, be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality, or unenforceability
shall not affect the other provisions of this Agreement or any such other
instrument.
15. Time of the Essence. Time is of the essence of this Agreement.
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16. Multiple Counterparts. This Agreement may be executed in one or more
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counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. A facsimile transmission
of this signed Agreement or an email of this Agreement containing digitized
signatures shall be legal and binding on all parties hereto.
17. Law Governing. This Agreement shall be construed and governed by the
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laws of the State of Nevada.
18. Entire Agreement. This instrument and the attachments hereto contain
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the entire understanding of the parties and may not be changed orally, but only
by an instrument in writing signed by the party against whom enforcement of any
waiver, change, modification, extension, or discharge is sought.
IN WITNESS WHEREOF, this Agreement has been executed in multiple
counterparts on the date first written above.
________________________________________
JAMES BREWER
PTS, INC.
By______________________________________
Peter Chin, President
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Schedule 6(i)
Liabilities of Global Links Card Services
At
December 10, 2004
Name Amount Date
- ---- ------ ----
Norman Wright $ 5,800 April, 2003
Personix, Inc. 38,146 Due upon delivery of Cards
Wells Fargo Bank 8,999 December
James Brewer 299,728 Various last 2 years
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Total $352,673
Schedule 6(r)
Assets of Global Links Card Services
At
December 10, 2004
Cash $ 3,207
Receivable from customers 32,300 All 30 days or less
Receivable from Global Links Corp. 292,837 Apr. 2003
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Total $328,344
Schedule 6(t)
Employment Contracts of Global Links Card Services
At
December 10, 2004
Employment Commitments (See Due Diligence package for individual documents)
1. James Hancock - commitment summary
2. Mike Smith - commitment summary
3. Robert Shine - commitment summary
4. James Brewer - Officer Employment Contract
5. Jennifer Walton - Consulting Contract
Schedule 6(v)
Contracts of Global Links Card Services
At
December 10, 2004
List of Agreements: (See Due Diligence Package for detailed agreements)
1. Symmetrex Service Agreement
2. Symmetrex Agent Agreement
3. Meta Payment systems Marketer Agreement
4. GLC/ACI Service Agreement
5. Alliance Service Agreement
6. Participant Acquisition Agreement
7. C-Tel Service Agreement (to come)
8. Sunrise Business Services (to come)
9. C-Tel Non-Disclosure