Exhibit 10.3
Stock Purchase Agreement
This Stock Purchase Agreement ("Agreement) is entered into by and between
Treasury International, Inc., a Delaware corporation, having its principal place
of business at 1081 King Street, E 2nd Floor, Kitchener, Ontario N2G 2N3
("Treasury"); Compelis Corporation, an Ontario corporation, having its principal
place of business at 1081 King Street, E 2nd Floor, Kitchener, Ontario N2G 2N3
("Compelis"); Retailport.com, Inc., a Delaware corporation, having its principal
place of business at 1081 King Street, E 2nd Floor, Kitchener, Ontario N2G 2N3;
and Twelve Stones Corporation, an Ontario corporation, having its principal
place of business at 8 Hickson Drive, Kitchener, Ontario N2B 2H3 ("Twelve
Stones"); effective the 18th day of July, 2001 ("Effective Date") on the
following terms and conditions:
1. Background and Purpose.
----------------------
1.1 Compelis Ownership. Treasury currently owns one (1) share
-------------------
of common stock of Compelis which represents all of the outstanding shares of
Compelis ("Compelis Shares").
1.2 Stock Purchase and License. Treasury now wishes to transfer
---------------------------
to Twelve Stones and Twelve Stones desires to acquire the Compelis Shares from
Treasury as consideration for Treasury's redemption or transfer for the benefit
of Treasury of 32,000 shares of Treasury's common stock and any other rights to
acquire Treasury stock currently held by Marlin Doner ("M. Doner"), the sole
shareholder of Twelve Stones ("Treasury Equity") and the repurchase of shares of
Retailport common stock owned by Compelis ("Retailport Shares"). The parties
have further agreed that Treasury shall grant to Compelis a license to certain
technology on the terms described below.
2. Stock Purchase ,Action to be Taken and Payout.
---------------------------------------------
2.1 Stock Purchase. Subject to the terms and conditions of this
---------------
Agreement, Twelve Stones agrees to acquire and Treasury agrees to transfer to
Twelve Stones the Compelis Shares in exchange for (i) the redemption or transfer
for the benefit of Treasury of all of the Treasury Equity; (ii) the transfer of
the Retailport Shares to Treasury; (iii) the payment of $22,000 CDN or transfer
of 22,000 shares of American Sports History, Inc. common stock by Twelve Stones;
and (iv) the assumption by Twelve Stones of all current liabilities and
obligations of Compelis, known and unknown, which include, but are not limited
to, the following:
Debts owed to M. Doner $63,186 U.S.
Line of Credit with Royal Canadian Bank $65,000 U.S.
(Estimated amount)
Working Capital Deficit $45,000 U.S.
(Estimated value)
1
2.2 Taking of Necessary Action; Further Action. If, at any time
-------------------------------------------
after the Effective Date, any further action is necessary or desirable to carry
out the purposes of this Agreement and to vest with Treasury the full right,
title and possession to the Treasury Equity, the Retailport Shares and any other
technologies from Compelis to Retailport (a subsidiary of Treasury), the
officers and directors of Treasury are fully authorized in the name of Treasury
or otherwise to take all such lawful and necessary action, so long as such
action is consistent with this Agreement.
3. License of Technology.
---------------------
3.1 License. At the Closing (as defined in Section 5.1)
-------
Retailport agrees to grant to Compelis a non-exclusive, royalty free, license to
the ActiveCommerce software and its related database ("Licensed Technology), for
use in connection with the development of the ActiveCatalog and such other
products as are currently being offered or developed by Webcom Limited (the
"License"). Any development, upgrades or modifications developed by Compelis or
its assignees will be the property of Compelis and need not be shared with
Retailport, as the Licensor.
At the Closing, Retailport shall execute and deliver to Compelis a License
Agreement on the terms described in this Section and in substantially the form
attached as Exhibit B, attached ("License Agreement").
3.2 No Transfer of Other Rights. Except for the License, neither
---------------------------
party grants to the other any right title or interest in or to any other
technology, developments, derivative works, trade secrets or other proprietary
or intellectual property rights, whether or not patented or copyrighted or
subject to patent or copyright protection.
4. Assets of Compelis.
------------------
4.1 Assets to be Transferred by Compelis to Retailport. At or
-----------------------------------------------------
prior to the Closing Date, Compelis will transfer the following assets to
Retailport. in exchange for 500 shares of Retailport's common stock.
4.1.1 Technology. All technology referred to in that certain
----------
Asset Sale and Stock Purchase Agreement in substantially the form attached as
Exhibit A, attached ("Transfer Agreement").
4.1.2 Equipment. The lease on the Active RMS server (payout
---------
$8,000), the Active RMS lab server (owned) and the ActiveCommerce server
(owned).
4.2 Assets to be Retained by Compelis. Those assets set forth in
---------------------------------
Schedules A, B and C and Appendix A attached hereto shall be retained by
Compelis.
2
4.2.1 ActiveCatalog Technology. Compelis shall retain all
------------------------
rights to the ActiveCatalog technology.
4.2.2 Contracts. Compelis shall retain all Work in Progress
---------
("WIP") contracts of Compelis and Compelis and Twelve Stones will assume
responsibility for the fulfillment and completion of the WIP contracts attached
as Appendix A. After the closing, Treasury will not be a party to, and Treasury
will not be bound by or liable for, any contract or agreement of any kind
relating to the ActiveCatalog technology being retained by Compelis. Treasury is
not in default under any such contract or agreement. At the close, Compelis will
possess true and complete copies of all contracts and other agreements relating
to the ActiveCatalog. The contracts and agreements are assumable by Twelve
Stones and Compelis will, prior to the closing, obtain any consents required to
permit Twelve Stones to assume them.
4.2.3 Copyrights. Compelis shall be assigned all rights to
----------
the Trade Names set forth in Schedule B attached.
4.2.4 Licensed Technology. As it pertains to the Licensed
--------------------
Technology under the License Agreement, Treasury and Retailport agree that any
and all computer programs, code and executable files listed in the License,
including but not limited to, all documentation or other literature, or
illustrations, or any components thereof, conceived, developed, written or
contributed by Compelis, either individually or in collaboration with others,
relating to the Licensed Technology shall, after completion of the sale herein,
belong to and be the sole property of Compelis.
5. Closing.
-------
5.1 Time and Place. The Closing Date shall be within fifteen
--------------
(15) days from the execution of this Agreement.
5.2 Obligations at the Closing of Twelve Stones and M. Doner,;
-------------------------------------------------------------
Deliverables.
------------
At the Closing, Twelve Stones and/or M. Doner shall deliver to Treasury:
5.2.1 Cash and Stock Certificates. Twelve Stones shall
-----------------------------
deliver to Treasury, in cash or by wire transfer, twenty two thousand dollars
($22,000 CDN) or 22,000 shares of common stock of American Sports History, Inc.
M. Doner shall deliver stock certificates representing 32,000 shares of
Treasury's common stock fully endorsed for transfer at Closing.
5.2.2 Certificate. A certificate executed by Twelve Stones
-----------
and M. Doner certifying that each of their representations and warranties
contained in this Agreement remain true and accurate on the date of this
Agreement and remain true and accurate in all respects as of the Closing Date.
3
5.3 Obligations at the Closing of Treasury; Deliverables.
----------------------------------------------------
5.3.1 Stock Certificate. Certificate representing one (1)
-----------------
share of Compelis duly executed for transfer to Twelve Stones by Treasury.
5.3.2 Certificate. A certificate executed by Treasury
-----------
certifying that each of the representations and warranties contained in this
Agreement was true and accurate on the date of this Agreement and remain true
and accurate in all respects on the Closing Date.
5.4 Obligations at the Closing of Compelis; Deliverables.
----------------------------------------------------
5.4.1 Transfer of Assets. Such documents including the Asset
------------------
Sale and Stock Purchase Agreement representing the full and complete transfer of
those assets referred to in Sections 4.1 above.
5.4.2 Release of Bank Line of Credit. Compelis shall obtain
------------------------------
a release of Treasury from all obligations arising under the Line of Credit from
Royal Bank of Canada ("Royal Bank Loan").
5.4.3 Shares of Retailport.com. Certificate representing
------------------------
five hundred (500) shares of Retailport.com, Inc. duly executed for transfer to
Treasury by Compelis.
6. Representations and Warranties of Marlin Doner. Marlin Doner represents
----------------------------------------------
and warrants as of the Effective Date and as of the Closing Date as follows:
6.1 Organization and Standing. Both Compelis and Twelve Stones
-------------------------
are corporations duly organized, validly existing and in good standing under the
laws of the Province of Ontario and each has the corporate power and authority
to own all of its properties and assets and to carry on its business as it is
now being conducted. Both Compelis and Twelve Stones are duly qualified to do
business and is in good standing in each jurisdiction in which the nature of its
business or properties makes such qualification necessary, except where the
failure to be qualified will not have a material adverse effect on their
respective businesses.
6.2 Authority. Both Compelis and Twelve Stones have the corporate
---------
power and authority to enter into and deliver this Agreement and to carry out
their respective obligations hereunder. The execution and delivery of this
Agreement and the consummation of the transactions contemplated hereby have been
duly authorized and no other corporate proceedings on the part of Compelis or
Twelve Stones are necessary to authorize this Agreement and the Transaction
contemplated hereby.
4
6.3 Subsidiaries. Neither Compelis nor Twelve Stones own or
------------
control, directly or indirectly, any corporation, partnership, business trust,
association or other business entity.
6.4 Other Agreements. Neither Compelis nor Twelve Stones is
-----------------
subject to or obligated under any charter or bylaw, or under any material
contract, lease or other instrument or any material license, material franchise
or permit, or subject to any statute, rule order or decree, which would be
defaulted, breached, terminated, forfeited or violated by or in conflict (or
upon the failure to give notice or the lapse of time, or both, would result in a
default, breach, termination, forfeiture or conflict) with its executing and
carrying out this Agreement or the transactions contemplated thereby . No
approvals or authorizations will be required before or after the consummation of
this transaction contemplated hereby to permit Compelis to continue its business
relative to the ActiveCatalog.
6.5 Enforceability. This Agreement, when executed, shall be the
--------------
valid and binding obligations of Compelis, Twelve Stones and Marlin Doner and
shall be enforceable in accordance with their respective terms.
6.6 Litigation. Any and all private or governmental litigation or
----------
proceeding pending or, to the knowledge of Compelis or Marlin Doner,
investigation or claim against Compelis or Marlin Doner, or threatened, and any
judgments, decrees or orders enjoining Compelis in respect of, or the effect of
which is to prohibit any business practice or the acquisition of any property or
the conduct of business in any area which is material to Compelis' business
shall be the exclusive liability of Compelis and/or Marlin Doner.
6.7 Information Supplied. There is no information regarding
---------------------
Compelis or Marlin Doner, their prospects or any pending transaction that has
not been disclosed to Treasury and that is or would be materially useful or
relevant to Treasury with regard to this Agreement or Treasury's desire to enter
into this Agreement.
7. Representations and Warranties of Treasury. Treasury represents and
-------------------------------------------
warrants on its behalf and on behalf of Retailport as of the date of this
Agreement and as of the Closing as follows:
7.1 Organization and Good Standing. Treasury is a corporation
---------------------------------
duly organized, validly existing and in good standing under the laws of the
State of Delaware and Retailport is a corporation duly organized, validly
existing and in good standing under the laws of Delaware. Both corporations have
the corporate power and authority to carry on its business as it is now being
conducted.
5
7.2 Authority. Both Treasury and Retailport have the corporate
---------
power and authority to enter into and deliver this Agreement and to carry out
their obligations hereunder. The execution and delivery of this Agreement and
the consummation of the transaction contemplated hereby have been duly
authorized and no other corporate proceedings on the part of Treasury or
Retailport is necessary to authorize this Agreement and the transaction
contemplated hereby.
7.3 Capitalization. The outstanding equity securities of Compelis
--------------
consists of one (1) share of common stock and no shares of preferred stock.
7.4 Other Agreements. Treasury is not subject to or obligated under any
charter or bylaw, or under any material contract (other than the Royal Bank Line
of Credit), lease or other instrument or any license, franchise or permit, or
subject to any statute, rule, order or decree, which would be defaulted,
breached, terminated, forfeited or violated by or in conflict (or upon the
failure to give notice or lapse of time, or both, would result in a default,
breach, termination, forfeiture or conflict) with its executing and carrying out
this Agreement or the transactions contemplated hereby.
7.5 Enforceability. This Agreement represents the valid, binding
--------------
obligations of Treasury and Retailport enforceable in accordance with its
respective terms.
8. Conditions to Treasury's Obligation to Close. The obligation of
------------------------------------------------
Treasury to effect the transactions contemplated under this Agreement is subject
to the satisfaction, at or prior to Closing, of each of the following
conditions:
8.1 No Court Order. No order shall have been entered, and not
--------------
vacated, by a court or administrative agency of competent jurisdiction, in any
proceeding that enjoins, restrains or prohibits consummation of this
Transaction.
8.2 No Litigation. There shall be no litigation pending or
--------------
threatened by any regulatory body or private party in which (i) an injunction is
or may be sought against the transactions contemplated by this Agreement, or
(ii) relief is or may be sought against Compelis or Marlin Doner, as a result of
this Agreement and in which, in the good faith judgment of Treasury (relying on
the advice of their respective legal counsel), such regulatory body or private
party has a probability of prevailing and such relief would have a material
adverse effect on the transaction contemplated hereby.
8.3 Covenants and Obligations. Each of the covenants and
----------------------------
obligations that Compelis, Twelve Stones and Marlin Doner are required to
perform or to comply with pursuant to this Agreement at or prior to the Closing
shall have been duly performed and complied with in all material respects.
6
8.4 Statutory Requirements. All statutory requirements for the
-----------------------
valid consummation by Compelis and Twelve Stones of this transaction shall have
been fulfilled and all authorizations, consents and approvals of all federal,
state, local and Canadian governmental agencies and authorities required to be
obtained in order to permit consummation of this Transaction shall have been
obtained.
8.5 Accuracy of Representations and Warranties. Each of the
----------------------------------------------
representations and warranties of Compelis, Twelve Stones and Marlin Doner are
accurate in all material respects as of the Effective Date and the Closing Date.
8.6 Asset Sale and Stock Purchase Agreement. The Asset Sale and
----------------------------------------
Stock Purchase Agreement shall have been signed and carried out by Compelis.
8.7 Closing. The Closing shall occur on or before July 31, 2001.
-------
9. Conditions to Twelve Stones' Obligations to Close.
--------------------------------------------------
9.1 Representations and Warranties. Each of the representations
-------------------------------
and warranties of Treasury and Retailport must have been accurate in all
material respects as of the date of this Agreement and must be accurate in all
material respects as of the Closing Date as if made on the Closing Date.
9.2 No Court Order. No order shall have been entered, and not
---------------
vacated, by a court or administrative agency of competent jurisdiction, in any
proceeding which enjoins, restrains or prohibits consummation of this
transaction.
9.3 No Litigation. There shall be no litigation pending or
--------------
threatened by any regulatory body or private party in which (i) an injunction is
or may be sought against the transactions contemplated by this Agreement, or
(ii) relief is or may be sought against Treasury or Retailport as a result of
this Agreement and in which, in the good faith judgment of Twelve Stones
(relying on the advice of their respective legal counsel), such regulatory body
or private party has a probability of prevailing and such relief would have a
material adverse effect on Compelis.
9.4 Covenants and Obligations. Each of the covenants and
----------------------------
obligations that Treasury and Retailport are required to perform or to comply
with pursuant to this Agreement at or prior to the Closing shall have been duly
performed and complied with in all material respects.
7
9.5 Statutory Requirements. All statutory requirements for the
-----------------------
valid consummation by Treasury and Retailport of this Transaction shall have
been fulfilled and all authorizations, consents and approvals of all federal,
state, local and Canadian governmental agencies and authorities required to be
obtained in order to permit consummation of the transaction contemplated herein
shall have been obtained.
10. Release of Claims.
-----------------
10.1 Release of Claims by Compelis, Twelve Stones and Marlin
-------------------------------------------------------------
Doner. Excepting the obligations that are expressly set forth in this Agreement,
- -----
Compelis, Twelve Stones and Marlin Doner, collectively and individually, shall
and hereby do release and forever discharge Treasury, and Treasury's
predecessors, successors, heirs, assigns, executors, administrators, agents,
employees, representatives, attorneys, affiliates, subsidiaries, and any and all
present officers and directors of Treasury (except Marlin Doner), and all of
them, as well as any and all persons acting or allegedly acting by, under,
through or in concert with any of them (collectively referred to as the
"Treasury Released Parties"), against any and all claims, damages, actions,
causes of action, liabilities, judgments, liens, contracts, agreements, rights,
debts, suits, obligations, promises, acts, costs and expenses (including, but
not limited to, attorneys' fees), damages and charges of whatsoever nature,
whether known or unknown, suspected or unsuspected, foreseen or unforeseen,
fixed or contingent, or ever filed or prosecuted (hereinafter, collectively
referred to as "Claims") which Compelis, Twelve Stones and Marlin Doner,
collectively or individually may now have, or claims to have, or any time
heretofore had, or claimed to have had, against the Treasury Released Parties,
or any other claim, as a result of things undertaken, said, stated, done or
admitted to be done up to and including the date of this Agreement and as of the
Closing Date. It is understood and agreed that the releases as referred to
herein are full and final releases by Compelis, Twelve Stones and Marlin Doner,
collectively or individually, of the Treasury Released Parties and that such
full and final releases include, without limitation, all unknown and
unanticipated claims, injuries, debts, or damages, as well as those now known or
disclosed.
In that connection, the parties hereto, and each of them, realize and
acknowledge that one or more of the Claims may include losses sustained by
Compelis, Twelve Stones or Marlin Doner, collectively or individually, on
account of the Treasury Released Parties, that are presently unknown or
unsuspected, and that such losses as were sustained may give rise to additional
losses and expenses in the future which are not now anticipated. Nevertheless,
Compelis, Twelve Stones and Marlin Doner, collectively and individually
acknowledge that this release has been negotiated and agreed upon and that in
consideration for the rights and benefits under this Agreement, Compelis, Twelve
Stones and Marlin Doner, collectively and individually, intends and hereby does
release, acquit and forever discharge the Treasury Released Parties as set forth
above, from any and all Claims, including those that are unknown, unsuspected or
unforeseen or that are presently unknown and unanticipated.
8
10.2 Release of Claims by Treasury. Excepting the obligations that
-----------------------------
are expressly set forth in this Agreement, Treasury shall and hereby does
release and forever discharge Compelis, Twelve Stones and Marlin Doner,
collectively and individually, and each of their predecessors, successors,
heirs, assigns, executors, administrators, agents, employees, representatives,
attorneys, affiliates, subsidiaries, and any and all past or present officers
and directors of Compelis, and all of them, as well as any and all persons
acting or allegedly acting by, under, through or in concert with any of them,
against any and all Claims that Treasury may now have, or claims to have, or any
time heretofore had, or claimed to have had, against Compelis, Twelve Stones or
Marlin Doner, collectively and individually, or any other claim, as a result of
things undertaken, said, stated, done or admitted to be done up to and including
the date of this Agreement and as of the Closing Date. It is understood and
agreed that the releases as referred to herein are full and final releases by
Treasury of Compelis, Twelve Stones and Marlin Doner, collectively and
individually, and that such full and final releases include, without limitation,
all unknown and unanticipated claims, injuries, debts, or damages, as well as
those now known or disclosed.
In that connection, Treasury realizes and acknowledges that one or more of the
Claims may include losses sustained by Treasury on account of Compelis, Twelve
Stones and Marlin Doner, collectively and individually, that are presently
unknown or unsuspected, and that such losses as were sustained may give rise to
additional losses and expenses in the future which are not now anticipated.
Nevertheless, Treasury acknowledges that this release has been negotiated and
agreed upon and that it is in consideration for the rights and benefits under
this Agreement, Treasury intends and hereby does release, acquit and forever
discharge Compelis, Twelve Stones and Marlin Doner, collectively and
individually, as set forth above, from any and all Claims, including those that
are unknown, unsuspected or unforeseen or that are presently unknown and
unanticipated.
11. Indemnification.
---------------
11.1 Indemnification by Compelis, Twelve Stones and Marlin Doner.
-------------------------------------------------------------
Compelis, Twelve Stones and Marlin Doner shall indemnify and hold harmless
Treasury, its subsidiaries, employees, officers and directors against any
losses, damages, claims, costs, expenses, interest, awards, judgments, including
reasonable attorney's fees and expenses and costs of investigation, but
excluding consequential damages, punitive damages, lost profits, diminution in
value, damage to reputation or the like (collectively "Losses") suffered or
incurred by them arising out of or resulting from (i) the breach of any
representation or warranty made by Compelis, Twelve Stones and Marlin Doner in
this Agreement, (ii) any obligations or payables of Compelis existing at the
Closing Date or occurring from and after the Closing Date, or (ii) the breach of
any covenant or agreement by the Compelis, Twelve Stones or Marlin Doner
contained in this Agreement. Treasury shall provide Compelis, Twelve Stones and
Marlin Doner with reasonably prompt notice in writing of any such claims and
permit Compelis, Twelve Stones and Marlin Doner through counsel chosen by
Compelis, Twelve Stones or Marlin Doner to answer and defend such claims and
provide the entity defending such claim information, assistance and authority,
9
at such entity's expense, to help defend such claims. Compelis, Twelve Stones
and Marlin Doner will not be responsible for settlement made by Treasury without
Compelis, Twelve Stones and Marlin Doner's written permission, which permission
will not be unreasonably withheld or delayed.
12. Miscellaneous.
-------------
12.1 Survival. The warranties, representations and covenants of
--------
the parties contained in made pursuant to this Agreement shall survive the
execution and delivery of this Agreement and the applicable Closing for a period
of twelve (12) months after the Closing and shall in no way be impaired or
affected by any investigation made by or on behalf of the parties.
12.2 Successors and Assigns. Neither this Agreement nor any of the
----------------------
rights or obligations hereunder may be assigned by a party without the written
consent of the other party except that the License Agreement may be assigned by
Compelis to Webcom Limited. Subject to the foregoing, the provisions hereof
shall inure to the benefit of, and be binding upon, the successors, permitted
assigns, heirs, executors and administrators of the parties hereto.
12.3 Governing Law. This Agreement shall be governed by and
--------------
construed under the laws of the Province of Ontario as applied to agreements
among Ontario residents entered into and to be performed entirely within
Ontario.
12.4 Counterparts. This Agreement may be executed in two or more
------------
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
12.5 Titles and Subtitles. The titles and subtitles used in this
---------------------
Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.
12.6 Notices. Unless otherwise provided, any notice required or
-------
permitted under this Agreement shall be given in writing and shall be deemed
effective upon personal delivery to the party to be notified, upon deposit with
an overnight delivery service, by facsimile upon receipt of confirmation of
transmission, or upon deposit with the United States or Canadian postal service,
by registered or certified mail, postage prepaid and addressed to the party to
be notified at the address indicated for such party above, or at such other
address as such party may designate by ten (10) days' advance written notice to
the other parties.
12.7 Expenses. Irrespective of whether any closing is effected,
--------
each party shall pay all costs and expenses that it incurs with respect to the
negotiation, execution, delivery and performance of this Agreement.
10
12.8 Amendments and Waivers. Any term of this Agreement may be
-----------------------
amended and the observance of any term of this Agreement may be waived (either
generally or in a particular instance and either retroactively or
prospectively), only with the written consent of Treasury, Compelis, Twelve
Stones and Marlin Doner. Any amendment or waiver effected in accordance with
this paragraph shall be binding upon each holder of any securities purchased
under this Agreement at the time outstanding, each future holder of all such
securities, and Treasury.
12.9 Severability. If one or more provisions of this Agreement are
------------
held to be unenforceable under applicable law, such provision shall be excluded
from this Agreement and the balance of the Agreement shall be interpreted as if
such provision were so excluded and shall be enforceable in accordance with its
terms.
12.10 Entire Agreement. This Agreement and the documents referred
-----------------
to herein constitute the entire agreement among the parties and no party shall
be liable or bound to any other party in any manner by any warranties,
representations, or covenants except as specifically set forth herein.
11
Executed as of the date first mentioned above.
TREASURY INTERNATIONAL, INC.
By: /s/ Paul S. Visel
--------------------------------
Paul S. Visel, Director
By: /s/ Lawrence J. Zeiben
--------------------------------
Lawrence J. Zeiben, Director
RETAILPORT.COM, INC.
By: /s/ Dale Doner
--------------------------------
Dale Doner, President
COMPELIS CORPORATION
By: /s/ Marlin Doner
--------------------------------
Marlin Doner, President
TWELVE STONES CORPORATION
By: /s/ Marlin Doner
--------------------------------
Marlin Doner, President
/s/ Marlin Doner
--------------------------------------
Marlin Doner, Individually
12
SCHEDULE A
Assets Retained by Compelis
(Section 4.2)
1. Copies of Customer List for all historical print and Internet catalog
projects including all customers listed on the attached Appendix A
"Work In Progress Listing" and all customers listed on the attached
Appendix B "Customer List" and all prospect accounts listed on the
attached Appendix C "Sales Funnel Activity Summary";
2. Copies of All ActiveCatalog physical customer files, contact names,
profiles and project documentation;
3. Electronic copies of project files relating to all customer projects
including application files, page layout templates in Quark and
Pagemaker, images saved as "TIF", "EPS" or "JPEG" and final production
files for print and Internet catalog projects referred to as Active
Database;
4. Catalog publishing processes and procedures;
5. Catalog "Sales Funnel Activity" to the Closing Date;
13
SCHEDULE B
Licensed Software
(Section 4.2)
1. Compelis and Twelve Stones will receive a non-exclusive license to the
most recent version of ActiveCommerce (v2.1) in order to provide
ongoing development and support to both existing ActiveCommerce
customers and to develop new customers for ActiveCommerce.
14
SCHEDULE C
Patents, Copyrights, and Trade Names
(Section 4.2)
Trade Names
- -----------
ActiveCatalog
15
Appendix A
Work in Progress Project Specifications:
- --------------------------------------------------------------------------------
Customer Project Scope
- --------------------------------------------------------------------------------
IDI Independent Distributors Inc. 1384 pages
Mississauga, ON Colour: 2/2 Inside, 4/4 cover
Paper: 30# Text, 10 pt. C1S cover
Quantity: 50,000 copies (27 versions)
- --------------------------------------------------------------------------------
Sowa Tool & Machine Co. Ltd. 472 pages
Kitchener, ON Colour: 4/4 Inside, 4/4 cover
Paper: 60# Coated, 10 pt. C2S cover
Quantity: 50,000 copies (27 versions)
- --------------------------------------------------------------------------------
Weber Supply Ltd. 304 pages
Kitchener, ON Colour: 4/4 Inside, 4/4 cover
Paper: 60# Coated, 10 pt. C1S cover
Quantity: 10,000 copies (27 versions)
- --------------------------------------------------------------------------------
Superior Glove Monthly Retainer management for all
Acton, ON corporate communications - trade shows,
maintenance, flyers, catalog, new product
spec sheets - 40 to 50 hours
per month + disbursements.
- --------------------------------------------------------------------------------
16
Appendix B
Customer Files:
Includes all working files, Quark files, image files and final print files for
historical customer projects.
- --------------------------------------------------------------------------------
1. Wayne Safety, Toronto, ON
Project Scope: 180 page, 1/1, 80# Gloss, 5000 copies
- --------------------------------------------------------------------------------
2. BLR Safety, Ottawa, ON
Project Scope: 96 page, 1/1, 60# Book, 1500 copies
- --------------------------------------------------------------------------------
3. Vallen Safety (formerly Superior Safety), Waterloo, ON
Project Scope: Reprint with changes, 256 page, 1/1, 70# Book, 1500
copies
- --------------------------------------------------------------------------------
4. Glis Safety, Sarnia, ON
Project Scope: 168 page, 1/1, 70# Book, 1000 copies, w/ tabs for binder
- --------------------------------------------------------------------------------
5. Northern Safety Ltd., Barrie, ON
Project Scope: 96 page, 1/1, 60# Book, 1500 copies
- --------------------------------------------------------------------------------
6. Neath Industrial Safety, Oakville, ON
Project Scope: 104 page, 1/1, 60# Book, 4,000 copies
- --------------------------------------------------------------------------------
7. Drollis Supply, Oakville, ON
Project Scope: 180 page, 1/1, 60# Book, 1,000 copies with bank of 10
tabs for binder
- --------------------------------------------------------------------------------
8. Safety Today, Brantford, ON
Project Scope: 128 page, 2/2, 60# Book, 2000 copies with bank of 10
tabs for binder
- --------------------------------------------------------------------------------
17
- --------------------------------------------------------------------------------
9. Clarke Phillips Supply Ltd., Sudbury, ON
Project Scope: 96 page, 1/1, 60# Book, 1500 copies
- --------------------------------------------------------------------------------
10. Recharge Centre, Calgary, AB
Project Scope: 128 page, 1/1, 60# Book, 1500 copies
- --------------------------------------------------------------------------------
11. Mid North Mine & Safety Ltd., Saskatoon, SK
Project Scope: 260 page, 1/1, 60# Book, 2000 copies
- --------------------------------------------------------------------------------
12. Superior Glove Works Ltd., Acton, ON
Project Scope: 120 page, 4/4, 80# Gloss, 7000 copies - English
Distributor & End User versions
- --------------------------------------------------------------------------------
13. W.A. Moir Ltd., Halifax, NS
Project Scope: 220 page, 1/1, 60# Book, 2000 copies
- --------------------------------------------------------------------------------
14. Legere Industrial, Ottawa, ON
Project Scope: 292 page, 1/1, 60# Book, 3000 copies
- --------------------------------------------------------------------------------
15. IDI Independent Distributors Inc., Mississauga, ON
- 65 member group
Project Scope: 1384 page, 1/1, 30# Text, 50,000 copies
- --------------------------------------------------------------------------------
16. Bisco Industrial, Brantford, ON
Project Scope: 160 page, 1/1, 60# Book, 2,000 copies
- --------------------------------------------------------------------------------
17. Bolt Supply House Ltd., Saskatoon, SK
Project Scope: Reprint 204 page, 2/2, 60# Book, 3,000 copies
- --------------------------------------------------------------------------------
18. Sabre Industrial, Langley, BC
Project Scope: 240 page, 1/1, 60# Book, 00 copies
- --------------------------------------------------------------------------------
18
- --------------------------------------------------------------------------------
19. Sowa Tool & Machine Co. Ltd. Kitchener, ON
Project Scope: 400 page, 2/2, 70# Book, 50000 copies - 48 versions w/
imprint
- --------------------------------------------------------------------------------
20. Sekam , Waterloo, ON
Project Scope: Web based project tracked, web site development
- --------------------------------------------------------------------------------
21. Weber Supply Ltd., ON
Project Scope: 304 page 4/4 catalog, 70# Coated, 10000 copies
- --------------------------------------------------------------------------------
19
Appendix C
Sales Funnel Activity Summary:
- ----------------------------------------------------------------------------------------------------------------
Company Region Notes Time Frame
- ----------------------------------------------------------------------------------------------------------------
Alcatel Cable (Canada Wire Inc.) GTA Flyer/Catalog/Print Management 4-6 Months
- ----------------------------------------------------------------------------------------------------------------
Brookfield Development Corporation GTA Flyer/Brochure/Print Management 9 Months
- ----------------------------------------------------------------------------------------------------------------
Blue Bins Unlimited GTA Catalog/Marketing 6 Months
- ----------------------------------------------------------------------------------------------------------------
Benjamin Moore GTA Flyer Program Marketing 6-9 Months
- ----------------------------------------------------------------------------------------------------------------
Brewer Machine & Gear Co St.Louis Catalog/Marketing/On line Services 6 Months
- ----------------------------------------------------------------------------------------------------------------
Canadian Bearings Waterloo Catalog, Content Management 3 - 6 Months
- ----------------------------------------------------------------------------------------------------------------
Flyer/On line Services/Local
Canadian Tire Corp. Limited KW Marketing 3 Months
- ----------------------------------------------------------------------------------------------------------------
Chaps Restaurants GTA Marketing 0-3 Months
- ----------------------------------------------------------------------------------------------------------------
Club Car Inc. KW Marketing 6-9 Months
- ----------------------------------------------------------------------------------------------------------------
Dielast Tool & Die KW Brochure 3-6 Months
- ----------------------------------------------------------------------------------------------------------------
Diemax Tool & Machine Incorporated KW Marketing 6-9 Months
- ----------------------------------------------------------------------------------------------------------------
Eldorado Tool & Manufacturing Company Limited Catalog/Marketing/On line Services 3-6 Months
- ----------------------------------------------------------------------------------------------------------------
Electra Supply KW Department Marketing/Print Mgmt 3 Months
- ----------------------------------------------------------------------------------------------------------------
the Garland group GTA Catalog/On Line Services 6-12 Months
- ----------------------------------------------------------------------------------------------------------------
F & K Machinery Ltd Barrie Catalog 6 Months
- ----------------------------------------------------------------------------------------------------------------
Fabrene Inc GTA Brochure/Flyers/Print Mgmt 6 Months
- ----------------------------------------------------------------------------------------------------------------
Greater Hamilton Technology Center Hamilton Full Communication Services 9-12 Months
- ----------------------------------------------------------------------------------------------------------------
Hamilton International Airport Hamilton Full Communication Services 9-12 Months
- ----------------------------------------------------------------------------------------------------------------
Hydra-Fab Fluid Power Inc. GTA/QC Marketing/Brochure/Flyers 3-6 Months
- ----------------------------------------------------------------------------------------------------------------
Instron Corp. LA Catalog 3-6 Months
- ----------------------------------------------------------------------------------------------------------------
Gulf Coast Bearing & Supply Co. TX Catalog 12-18 Months
- ----------------------------------------------------------------------------------------------------------------
Xtron Imaging Inc. GTA Catalog/CD-Rom 6-9 Months
- ----------------------------------------------------------------------------------------------------------------
Kine Corporation GTA/IL Full Communication Services 0-3Months
- ----------------------------------------------------------------------------------------------------------------
20
- ----------------------------------------------------------------------------------------------------------------
Kuehne & Nagel Intl Ltd QC Full Communication Services 12 Months
- ----------------------------------------------------------------------------------------------------------------
Kriska Transportation Prescott ON Marketing 3-9 Months
- ----------------------------------------------------------------------------------------------------------------
McMaster University Hamilton Department Marketing/Print Mgmt 3-6 Months
- ----------------------------------------------------------------------------------------------------------------
MBI Fermentas Inc. Hamilton Full Communication Services 4-6 Months
- ----------------------------------------------------------------------------------------------------------------
McClintock, Ingle, O'Conner GTA Marketing/Print 3-6 Months
- ----------------------------------------------------------------------------------------------------------------
Mititoyo KW Catalog 6-9 Months
- ----------------------------------------------------------------------------------------------------------------
MOI Inc GTA Brochure 3-6 Months
- ----------------------------------------------------------------------------------------------------------------
North American/Allied Van Lines Napierville Il Department Marketing/Print Mgmt 4-6 Months
- ----------------------------------------------------------------------------------------------------------------
Northern Safty Ltd. Barrie Catalog 0-2 Months
- ----------------------------------------------------------------------------------------------------------------
Navistar Intl Napierville -9 Months
IL/Hamilton Department Marketing/Print Mgmt 6
- ----------------------------------------------------------------------------------------------------------------
Osram Canada Limited GTA Marketing 6 Months
- ----------------------------------------------------------------------------------------------------------------
Officeland Inc. GTA Catalog 4-6 Months
- ----------------------------------------------------------------------------------------------------------------
OCAS Guelph Full Communication Services 2-4 Months
- ----------------------------------------------------------------------------------------------------------------
Paragon Engineering Limited KW Marketing 3-6 Months
- ----------------------------------------------------------------------------------------------------------------
Phoenix Home Entertainment GTA Full Communication Services 6 Months
- ----------------------------------------------------------------------------------------------------------------
Strub Brothers Limited Brantford Brochure/Flyers/Print Mgmt 6 Months
- ----------------------------------------------------------------------------------------------------------------
Scentisible Life Products Hamilton Full Communication Services Info seeking
- ----------------------------------------------------------------------------------------------------------------
PT Distributor Cleveland Ohio Flyer Program Marketing 6 Months
- ----------------------------------------------------------------------------------------------------------------
Schwank Ltd. GTA Flyer Program Marketing 9 Months
- ----------------------------------------------------------------------------------------------------------------
TSB International Inc. GTA Full Communication Services 6 Months
- ----------------------------------------------------------------------------------------------------------------
University of Alberts Edmonton Communication Mgmt 0-4 Months
- ----------------------------------------------------------------------------------------------------------------
Mount Allison University Sackville Communication Mgmt 0-4 Months
- ----------------------------------------------------------------------------------------------------------------
Ultimate Technology Corporation Rodchester NY Catalog 12 Months
- ----------------------------------------------------------------------------------------------------------------
Ventratech Division KW Marketing 0-2 Months
- ----------------------------------------------------------------------------------------------------------------
Weber Supply KW Catalog 1-2 Months
- ----------------------------------------------------------------------------------------------------------------
Windsor Factory Supply GTA Catalog X2 (1st) 1-2
Months
(2nd) 6-9 Months
- ----------------------------------------------------------------------------------------------------------------
21