EXHIBIT 10.11
ASSET PURCHASE AGREEMENT BY AND BETWEEN
S&S ACQUISITION CORP. AND FAMILY LIFE REALTY SERVICES, INC.
DATED JANUARY 16, 1997
ASSET PURCHASE AGREEMENT
ASSET PURCHASE AGREEMENT, dated as of January 16, 1997, between S & S
Acquisition Corp., a New Jersey corporation ("SELLER"), and FamilyLife Realty
Services, Inc., a Michigan corporation ("BUYER").
PRELIMINARY STATEMENT
Seller is a franchisor selling master regional franchises and real
estate franchises under the names and related trademarks "National Real
Estate Service" and "Red Carpet". The franchises permit the use of a
proprietary system developed by Seller which assists individuals and
businesses in buying and selling real estate (the "BUSINESS").
Seller desires to sell to Buyer, and Buyer desires to purchase from
Seller, all of Seller's right, title and interest in and to certain assets of
Seller relating to or in connection with the Business as specifically set
forth herein.
NOW THEREFORE, in consideration of the mutual benefits to be derived
from this Agreement, the parties represent, warrant, and agree as follows:
SECTION 1. PURCHASE AND SALE OF ASSETS.
1.1 PURCHASE AND SALE. At the Closing (as defined below), and upon the
terms set forth herein, Seller will sell, transfer, assign, convey, grant,
and deliver to Buyer, and Buyer will purchase and acquire from Seller, all
right, title, and interest of Seller in and to the following assets of
Seller, which are all Seller's assets (other than cash or cash equivalents
except as set forth in subparagraphs (c) and (d) below) used in conducting
the Business (collectively, the "ASSETS"), free and clear of all liabilities,
obligations, liens, encumbrances or charges, other than as expressly set
forth herein:
(a) all Seller's rights under existing franchise agreements
relating to the Business, each of which is listed on SCHEDULE 1.1(a)(i), and
the leases, contracts and agreements to which Seller is a party or by which
its assets may be bound which expressly or implicitly relate to the Business
and which Buyer agrees to assume, each of which is listed on SCHEDULE 1.1(a)(ii)
(collectively, the "CONTRACTS");
(b) all trademarks, service marks, copyrights, logos and
designations used by Seller in connection with the Business and listed on
SCHEDULE 1.1(b), and all trademark and copyright applications and
registrations therefor and the goodwill related thereto (collectively, the
"INTANGIBLE PROPERTY");
(c) cash representing the amount of net earnings received by
Seller from operating the Business from the date hereof until the Closing
Date (as defined below);
(d) the trade and other accounts receivable for continuing fee and
royalty accounts receivable owed to Seller under the franchise agreements and
unpaid as of the Closing (collectively, the "RECEIVABLES"), including without
limitation those Receivables listed on SCHEDULE 1.1(d);
(e) all computer equipment used by Seller in connection with the
Business and all computer software used by Seller in connection with the
Business, excluding the workstations used by Meredith Price and Diana
Karrenberg, and including without limitation the hardware and software listed
on SCHEDULE 1.1(e), PROVIDED, HOWEVER, that Buyer shall provide Seller with a
copy of and grants, and Seller shall receive, a perpetual, non-exclusive,
royalty-free license to use the computer software in connection with
performing Seller's obligations under that certain Services Agreement dated
February 1, 1997, between Seller and Realty Information Systems, Inc., which
license Seller can transfer to American Pacific Financial Group.
(f) all permits, approvals, certifications, authorizations, and
licenses from, and notices and filings with federal, state, and local
governmental authorities relating to the Business and the Contracts, to the
extent they are transferable on the Closing Date; and
(g) all financial and other business records and information
relating to the Business or any of the Assets, including without limitation
all Contracts and other agreements and all Uniform Franchise Offering
Circulars and other disclosure documents.
1.2 ASSUMPTION OF LIABILITIES. Except as hereinafter expressly
provided, Buyer shall assume no liabilities or obligations relating to the
Assets or the Business, it being expressly acknowledged and agreed by the
parties that all such liabilities and obligations, whether now existing or
arising in the future, fixed or contingent, known or unknown, shall be and
remain Seller's liabilities and obligations. Notwithstanding the foregoing,
Buyer agrees to assume at the Closing (a) Seller's obligations under and in
accordance with the Contracts which arise in the ordinary course of business
on or after the Closing Date, and (b) an obligation of approximately $30,000
asserted by National Real Estate Services of Illinois, Inc., against Seller
((a) and (b), collectively, the "ASSUMED LIABILITIES").
1.3 PURCHASE PRICE. The purchase price for the Assets shall consist of
the sum of $50,000 (the "CASH PORTION"), the Warrant (as defined below), and
70,000 shares of the common stock of HomeLife, Inc. ("HOMELIFE"), a Nevada
corporation (the "INITIAL SHARES", with an intended aggregate value as of the
Closing of approximately $400,000. The Initial Shares, as adjusted pursuant
to Section 1.4(a), collectively with the Warrant and the Cash Portion, are
referred to herein as the "PURCHASE PRICE".
1.4 ADJUSTMENT TO PURCHASE PRICE; REGISTRATION RIGHTS. (a) If the
average closing price of HomeLife's common stock for the ten trading days
prior to the date Seller gives notice of its request for registration under
Section 1.4(b) (the "CLOSING PRICE" is not at least $5.00 per share, Buyer
shall cause HomeLife to promptly issue to Seller additional shares of
HomeLife's common stock sufficient to provide Seller with an aggregate number
of shares of HomeLife's common stock (including the Initial Shares, the
"HOMELIFE SHARES"), valued at the Closing Price, worth an amount equal to the
Initial Shares multiplied by $5.00 per share, and the Purchase Price shall be
so adjusted.
(b) In order to provide stability in the operations of Buyer
and HomeLife, and to assist in complying with state and Federal securities
laws, the HomeLife Shares being issued as part of the Purchase Price will be
restricted securities and the certificates representing the Shares will
contain an appropriate legend. If, at any time during the period from twelve
months following the Closing Date until twenty months following the Closing
Date, Seller desires to sell or otherwise transfer any portion of the
HomeLife Shares within the United States, it shall provide written
notification of such desire, and Buyer shall cause HomeLife to cause the
identified HomeLife Shares to be duly registered or exempted from
registration under any appropriate state and Federal securities laws at
HomeLife's expense and as expeditiously as reasonably possible, and further,
at Seller's written request, to assist Seller in selling or otherwise
transferring such HomeLife Shares.
1.5 PAYMENT OF PURCHASE PRICE. On the Closing Date, the Cash Portion of
the Purchase Price, less the deposit of $25,000 previously delivered to
Seller (the "DEPOSIT"), shall be paid to Seller by 2:00 p.m., Newport Beach,
California, time, by certified or cashier's check or by such other method as
Seller and Buyer may agree. The Initial Shares and the Warrant shall be
delivered to Seller at the Closing, registered in Seller's name.
1.6 WARRANTS. The "WARRANT" means the Warrant to Purchase common Stock
to be issued by Buyer substantially in the form attached as EXHIBIT 1,
evidencing warrants to purchase up to 200,000 shares of the common stock of
HomeLife.
SECTION 2. THE CLOSING. The closing of the transactions contemplated by this
Agreement (the "CLOSING") shall occur at the offices of Dickinson, Wright,
Moon, Van Dusen & Freeman, 500 Woodward Ave., 40TH Floor, Detroit, Michigan
48226, or such other place as the parties hereto shall designate in writing.
The Closing shall occur on the date as agreed to by Buyer and Seller (the
"CLOSING DATE"), which date shall occur no later than March 1, 1997.
Notwithstanding the Closing Date, the transactions evidenced by this
Agreement shall be deemed effective as of January 16, 1997 (the "EFFECTIVE
DATE"), and each party agrees to take all such actions as may be deemed by
Buyer to be required or reasonably necessary to provide Buyer with the
benefits of the transactions as of such date.
SECTION 3. REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents,
warrants, and agrees as follows:
3.1 ORGANIZATION AND STANDING OF SELLER. Seller is a corporation duly
organized, validly existing, and in good standing under the laws of the State
of New Jersey and has full power and authority to carry on the Business as
now conducted and to own or lease its assets and properties as now owned or
leased. Seller is duly qualified or licensed to do business as a foreign
corporation and is in good standing in the jurisdictions in which the nature
of the Business conducted by it, or its ownership or leasing of properties,
makes such qualification necessary, except where the failure to be so
qualified would not have a material adverse effect on Seller's financial
condition or results of operations.
3.2 AUTHORITY OF SELLER. The execution, delivery and performance of
this Agreement by Seller and the consummation by Seller of the transactions
contemplated hereby have been duly and validly authorized by all necessary
corporate action on the part of Seller. This Agreement has been duly executed
and validly delivered by Seller and is a valid and binding agreement of
Seller, enforceable against it in accordance with its terms, except as may be
limited by or subject to any bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting the enforcement of creditors'
rights generally.
3.3 TITLE TO ASSETS; EFFECT OF AGREEMENT. (a) Seller is, and at the
Closing shall be, the owner of the Assets and shall sell and transfer to
Buyer at the Closing good and marketable title to the Assets, free and clear
of all liens, charges, claims, or encumbrances of any nature. Seller does not
warrant or represent that SCHEDULE 1.1(a)(i) contains a complete and accurate
description of all existing franchise agreements relating to the Business.
SCHEDULE 1.1(b) contains a complete and accurate description of all
Intellectual Property presently used or useful in the Business.
(b) The execution, delivery, and performance of this Agreement and
consummation of the transactions contemplated herein by Seller will not, with
or without the giving of notice or the lapse of time, or both, (i) violate
any provision of law, statute, rule, or regulation to which Seller is
subject, (ii) violate any judgment, order, writ, or decree of any court or
other tribunal or any agency applicable to Seller, or (iii) result in the
breach of or conflict with any term, covenant, condition, or provision of, or
result in the creation of any lien or encumbrance on the Assets under, or
result in the modification or termination of, or constitute a default under,
Seller's Certificate of Incorporation or Bylaws, or any commitments,
contracts, or other agreements or instruments to which Seller is a party or
by which any of the Assets is or may be bound.
3.4 BROKERS AND FINDERS. No broker, finder or investment banker is
entitled to any brokerage, finder's or other fee or commission payable by
Seller in connection with the transactions contemplated by this Agreement,
based upon arrangements made by or on behalf of Seller or any of its
affiliates.
3.5 TRADEMARKS AND COPYRIGHTS. SCHEDULE 1.1(b) is a complete and
accurate list of all registrations issued and all applications pending for
all Intellectual Property used by Seller in the Business. Except for the
license contained in the Agreement dated May 7, 1996, between Seller and The
Keim Group, Ltd., and except as otherwise set forth in SCHEDULE 3.5, Seller
has not licensed, sublicensed, assigned or otherwise conveyed the Intellectual
Property, or any right, title or interest therein, to any other person.
3.6 LITIGATION. SCHEDULE 3.6 sets forth a complete and accurate list of
all litigation, actions, investigations, arbitrations, or other proceedings
currently pending or threatened to which Seller is a party. Seller is not
subject to any outstanding order, writ, injunction, or decree of any court,
government, governmental authority or agency, or arbitration tribunal against
it or affecting or relating to the Assets or the Business which could have a
material adverse effect on the Assets or the Business.
3.7 INVESTMENT REPRESENTATIONS. Seller is acquiring the HomeLife Shares
and the Warrant (collectively, the "HOMELIFE SECURITIES"), which constitute a
portion of the Purchase Price, for investment and not with a view to, or for
resale in connection with, any distribution of such securities except in
compliance with applicable state and Federal law. Seller's headquarters
address is 102 West 500 South, Suite 405, Salt Lake City, Utah 84101. Seller
acknowledges that the HomeLife Securities will not be registered under the
Securities Act of 1933, as amended, or any state securities laws, based on
exemptions from such laws, and that the HomeLife Securities may not be sold
or otherwise transferred without registration under or exemption from the
provisions of applicable securities laws, and that a legend to that effect
will be placed on the certificates evidencing these securities.
SECTION 4. REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer represents,
warrants, and agrees as follows:
4.1 ORGANIZATION AND STANDING OF BUYER. Buyer is a corporation duly
organized, validly existing, and in good standing under the laws of the State
of Michigan and has full power and authority to carry on its business as now
conducted and to own or lease its assets and properties as now owned or leased.
4.2 AUTHORITY OF BUYER. The execution, delivery and performance of
this Agreement by Buyer and the consummation by Buyer of the transactions
contemplated hereby have been duly and validly authorized by all necessary
action on the part of Buyer and all necessary actions required to be taken
under Buyer's Articles of Incorporation and Bylaws have been taken. This
Agreement has been duly executed and delivered by Buyer and is a valid and
binding agreement of Buyer, enforceable against it in accordance with its
terms, except as may be limited by or subject to any bankruptcy insolvency,
reorganization, moratorium or other similar laws affecting the enforcement of
creditors' rights.
4.3 EFFECT OF AGREEMENT. The execution, delivery, and performance of
this Agreement and consummation of the transactions contemplated herein by
Buyer will not, with or. without the giving of notice or the lapse of time,
or both, (a) violate any provision of law, statute, rule, or regulation to
which Buyer may be subject, (b) violate any judgment, order, writ, or decree
of any court or other tribunal or any agency applicable to Buyer or its
properties, or (c) result in the breach of or conflict with any term,
covenant, condition, or provision of, or result in the creation of any lien
or encumbrance on its assets under, or result in the modification or
termination of, or constitute a default under, Buyer's Articles of
Incorporation or Bylaws, or any commitments, contracts, or other agreements
or instruments to which Buyer is a party or by which any of its assets or
properties is or may be bound or affected.
4.4 BROKERS AND FINDERS. No broker, finder or investment banker is
entitled to any brokerage, finder's, or other fee or commission payable by
Buyer in connection with the transactions contemplated by this Agreement,
based upon arrangements made by or on behalf of Buyer or any of its affiliates.
SECTION 5. CERTAIN COVENANTS AND AGREEMENTS.
5.1 CONDUCT OF SELLER PRIOR TO CLOSING. From the date hereof and until
the Closing Date, Seller shall:
(a) not purchase, sell, lease, transfer or dispose of any of the
Assets;
(b) use its best efforts to preserve Seller's present organization
and goodwill intact, including the present business relationships and goodwill
with customers, suppliers, and others having dealings with the Business;
(c) pay all costs, expenses, liabilities, and capital expenditures
of Seller relating to the Business in the ordinary course when due other than
the Assumed Liabilities; and
(d) provide Buyer and its employees, counsel, accountants, and
advisors with full access upon reasonable notice during normal business hours
to all of the properties, personnel, financial and operating data, books,
contracts, and records of Seller relating to the Assets in connection with
reviewing Seller and its operations, provide such further access and
information as Buyer may reasonably request from time to time, and in general
to cooperate fully with Buyer and to assist Buyer in its review and
investigation of the Business and the Assets.
5.2 CONSENTS TO ASSIGNMENT. Seller shall use all reasonable efforts to
obtain, at its expense, all consents and approvals necessary to assign the
Contracts to Buyer at the Closing. Seller shall not be required to assign any
Contract if a required consent is not obtained, and Buyer shall not be
required to assume any such Contract.
SECTION 6. INDEMNIFICATION.
6.1 BUYER'S INDEMNIFICATION. Buyer shall indemnify and harmless Seller
and its officers, directors, agents, and affiliates from and against:
the Assumed Liabilities;
(b) any and all losses and liabilities of any kind whatsoever
incurred by Buyer in the operation of the Business on or
after the Effective Date; and
(c) any and all losses and liabilities of any kind whatsoever
incurred by Seller resulting from any breach of a representation or warranty
made by Buyer in this Agreement.
6.2 SELLER'S INDEMNIFICATION. Seller shall indemnify and hold
harmless Buyer and its officers, directors, agents, and affiliates from and
against:
(a) any and all liabilities and obligations of Seller of any
nature whatsoever, except for the Assumed, Liabilities;
(b) any and all actions, suits, claims, or legal, administrative,
arbitration, governmental, or other proceedings or
investigations (collectively, "ACTIONS") that relate to Seller
or the Business and in which the principal events giving rise
thereto occurred prior to the Effective Date or which result
from or arise out of any action or inaction prior to the
Effective Date of Seller or any director, officer, employee,
agent, representative or subcontractor of Seller, except for
the Assumed Liabilities, and PROVIDED that the indemnity
contained in this subparagraph shall not extend to any events
occurring after the Effective Date or any action or inaction
of Buyer or any director, officer, employee, agent,
representative or subcontractor of Buyer; and any and all
losses and liabilities of any kind whatsoever incurred by
Buyer resulting from any breach of a representation or
warranty made by Seller in this Agreement.
6.3 INDEMNIFICATION PROCEDURES. Each party agrees promptly to give the
other written notice of any assertion by any third party against it as to
which it may request indemnification hereunder. The indemnifying party
hereunder shall have the right, upon notice to the other within 30 days after
receiving any such notice, to defend with counsel satisfactory to the
indemnified party any such third party suits, claims, or proceedings, but the
indemnified party may participate in the defense of any such suit, claim, or
proceeding at its expense. Each party agrees not to settle or compromise any
such third party suit, claim, or proceeding without the prior written consent
of the other.
SECTION 7. CONDITIONS TO CLOSING.
7.1 CONDITIONS TO BUYER'S OBLIGATION TO CLOSE. The obligation to close
hereunder shall be subject to the following conditions:
(a) The representations and warranties of Seller shall be correct
and complete in all material respects at and as of the Closing Date as though
such representations and warranties were made on and as of the Closing Date;
(b) Seller shall have performed and complied in all material
respects with the covenants, conditions and other obligations under this
Agreement which are to be performed or complied with by it on or prior to the
Closing Date;
(c) Buyer shall have received a certificate executed by an officer
of Seller, reasonably satisfactory to Buyer, certifying that the conditions
specified in Sections 7.1(a) and (b) have been satisfied; and
(d) Buyer shall have determined that the term for Seller's
franchise agreement with National Real Estate Services of Illinois, Inc.,
relating to its offices in the Chicago area does not expire before January
16, 2007;
(e) Seller shall have delivered to Buyer all such assignments,
bills of sale, licenses, and other instruments of transfer as reasonably
requested by Buyer and any consents required to evidence or effect the sale,
assignment, transfer, and delivery to Buyer of the Assets as provided herein.
7.2 CONDITIONS TO SELLER'S OBLIGATION TO CLOSE. The obligation of
Seller to close hereunder shall be subject to the following conditions:
(a) The representations and warranties of Buyer contained in this
Agreement shall be correct and complete in all material respects at and as of
the Closing Date as though such representations and warranties were made on
and as of the Closing Date;
(b) Buyer shall have performed and complied in all material
respects with the covenants, conditions and other obligations under this
Agreement which are to be performed or complied with by it on or prior to the
Closing Date;
(c) Seller shall have received a certificate executed by an
officer of Buyer, reasonably satisfactory to Seller, certifying that the
conditions specified in Sections 7.2(a) and (b) have been satisfied;
(d) Seller shall have received from Buyer one or more written
instruments of assumption satisfactory to Seller and its counsel to effect or
evidence the assumption by Buyer of the Assumed Liabilities; and
(e) Seller shall have received from Buyer the Purchase Price in
accordance with Section 1.4.
7.3 CONDITION TO EACH PARTY'S OBLIGATIONS TO CLOSE. The obligations of
the parties to close hereunder shall be subject to the following condition:
No action, suit or proceeding before any court or any governmental
or regulatory authority shall have been commenced, no investigation by any
governmental or regulatory authority shall have been commenced, and no
action, investigation, suit or proceeding shall have been threatened, against
Seller or Buyer or any of their respective affiliates, officers or directors,
seeking to restrain, prevent or change the transactions contemplated hereby,
questioning the validity or legality of any of such transactions, or seeking
damages in connection with any such transactions.
SECTION 8. MISCELLANEOUS.
8.1 TERMINATION. This Agreement may be terminated at any time
prior to the Closing Date (a) by mutual consent of Buyer and Seller, (b) by
Buyer if, at any time prior to the Closing, there shall occur, a material
breach of any of Seller's representations, warranties, or covenants contained
in this Agreement and such breach would materially and adversely affect the
benefits to be derived by Buyer from the transactions contemplated hereby,
(c) by Seller if, at any time prior to the Closing, there shall occur a
material breach of any of Buyer's or HomeLife's representations, warranties,
or covenants contained in this Agreement or the attached Acknowledgment and
such breach would materially and adversely affect the benefits to be derived
by Seller from the transactions contemplated hereby, or (d) by Buyer or
Seller if the Closing shall not have been consummated on or before March 1,
1997, PROVIDED that the right to terminate this Agreement under this section
shall not be available to any party whose breach of its representations and
warranties in this Agreement or whose failure to perform any of its covenants
and agreements under this Agreement has been the cause of or resulted in the
failure of the Closing to occur on or before such date. Upon any termination
hereunder, other than a termination under subsection (c) above, Seller shall
immediately return to Buyer the Deposit (presently $25,000) then held by
Seller, without interest.
8.2 CONFIDENTIALITY AGREEMENT. Unless and until the Closing
is consummated, Buyer, Seller, and their respective officers, directors and
representatives, as the case may be (each a "RECIPIENT"), will keep
confidential any and all information which is or has been furnished to it by
or on behalf of Seller or Buyer (each a "Provider") in connection with the
transactions contemplated by this Agreement (the "CONFIDENTIAL INFORMATION"),
and shall use the Confidential Information solely in connection with the
transactions contemplated by this Agreement. If this Agreement is terminated,
the Recipient shall promptly return all Confidential Information to the
Provider and either destroy any writings prepared by or on behalf of
Recipient based on Confidential Information (and certify such destruction to
the Provider) or deliver any and all such writings to the Provider.
Confidential Information does not include information which is or becomes
(but only when it becomes) generally available to the public other than as a
result of disclosure in violation of this provision.
8.3 NOTICE. All notices, requests, demands and other
communications which are required or permitted hereunder shall be in writing
and shall be deemed to have been duly given when delivered personally or by
telecopy, or when mailed by registered or certified mail, postage prepaid,
return receipt requested, as follows:
If to Buyer, to the following:
FamilyLife Realty Services, Inc.
4100 Newport Place, Suite 730
Newport Beach, CA 92660
Attention: Chairman
If to Seller, to the following:
S & S Acquisition Corp.
102 West 500 South, Suite 405
Salt Lake City, UT 84101
Attention: Meredith Price
or to such other address as any party may designate from time to time by
written notice to the other given in the foregoing manner.
8.4 EXPENSES. Seller and Buyer shall bear equally any transfer, sales,
use, and similar taxes levied, assessed, or payable in connection with the
sale, assignments, other transfers and/or uses made in connection with this
Agreement. Subject to the foregoing, and except as otherwise provided herein,
each of the parties hereto shall bear the expenses separately incurred by
them in connection herewith.
8.5 BULK SALES. Buyer waives compliance with the provisions of any
applicable bulk sales laws or similar laws, including without limitation any
notice requirements to state tax authorities, and Seller agrees to indemnify
Buyer and hold Buyer harmless against all claims by creditors of Seller or
state tax authorities by reason of Buyer's noncompliance with such provisions.
8.6 GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Michigan, without regard to
principles of conflict of laws.
8.7 ENTIRE AGREEMENT; MODIFICATION. This Agreement supersedes any and
all oral or written agreements heretofore made relating to the subject matter
hereof and constitutes the entire agreement of the parties relating to the
subject matter hereof. This Agreement may not be changed or modified except
by an agreement in writing signed by Seller and Buyer.
8.8 NO IMPLIED RIGHTS OR REMEDIES. Except as otherwise expressly
provided herein, nothing herein expressed or implied is intended or shall be
construed to confer upon or to give any person, firm or corporation, other
than the parties hereto, any rights or remedies under or by reason of this
Agreement.
8.9 HEADINGS. The headings in this Agreement are inserted for
convenience of reference only and shall not be a part of or affect the
meaning of this Agreement.
8.10 COUNTERPARTS. This Agreement may be executed in counterparts, each
of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
8.11 SUCCESSORS AND ASSIGNMENT. This Agreement will inure to the
benefit of and be binding upon the parties hereto and their respective
successors and assigns, but no party shall have the right to assign this
Agreement without the prior written consent of the other party, except that
Buyer may assign all or a portion of its rights and obligations hereunder to
any entity which controls, is controlled by, or is under common control with
Buyer.
8.12 SURVIVAL OF REPRESENTATIONS, WARRANTIES, AND OBLIGATIONS. All
representations and warranties made by the parties in this Agreement, any
Schedule hereto, or any certificate, document or instrument delivered at the
Closing, shall survive the Closing indefinitely, notwithstanding any
investigation or audit conducted by any party before or after the Closing or
the decision of any party to consummate the transactions contemplated hereby.
All rights and obligations of the parties contained in this Agreement shall
survive the Closing indefinitely, including without limitation the
obligations contained in Sections 1.1(e), 1.4, 6.1, 6.2, 6.3, 8.2. 8.3. 8.4.
8.5, 8.11, and 8.13.
8.13 PUBLIC ANNOUNCEMENTS. Neither of Buyer or Seller shall make,
issue, or release any oral or written public announcement or statement
concerning or publicly reveal the transactions under this Agreement without
first obtaining the other party's prior written approval of the contents of
such announcement or statement, except that, after the Closing, Buyer may
make such announcements as it deems necessary or appropriate.
IN WITNESS WHEREOF, the parties have executed and d Agreement as of the
date first written above.
S & S Acquisition Corp.
By: /s/ Meredith Price
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Meredith Price
Its: President
FamilyLife Realty Services, Inc.,
By: /s/ Andrew Cimerman
----------------------------------
Andrew Cimerman
Its: Chairman
ACKNOWLEDGMENT
HomeLife, Inc., a Nevada corporation ("HOMELIFE"), executes this
Acknowledgment to acknowledge and accept the obligations imposed upon it
under Sections 1.3 and 1.4 of the above Asset Purchase Agreement (the
"Agreement"), and to represent and warrant to Seller that the HomeLife Shares
to be issued to Seller under Sections 1.3 and 1.4(a), and the shares of
HomeLife's common stock to be issued under the Warrant, upon such issuance in
accordance with the Agreement and the Warrant, will be issued for full and
fair consideration under the circumstances and will be duly authorized,
validly issued, fully paid, and non-assessable. Terms used but not defined in
this Acknowledgment shall have the meanings ascribed thereto in the Agreement.
Executed as of the date first set forth above.
HomeLife, Inc.
By: /s/ Andrew Cimerman
------------------------------
Andrew Cimerman
Its: Chairman
LIST OF SCHEDULES AND EXHIBITS
SCHEDULES
Schedule 1.1(a)(i) List of Franchise Agreements
Schedule 1.1(a)(ii) List of Other Assumed Contracts
Schedule 1.1(b) List of Trademarks
Schedule 1.1(c) Receivables
Schedule 1.1(d) Computer Hardware and Software
Schedule 3.6 Litigation
EXHIBITS
Exhibit I Warrant to Purchase Common Stock
Schedule 1.1(a)(i)
NATIONAL REAL ESTATE SERVICE
OFFICE DIRECTORY - JANUARY 20, 1997
CORPORATE HEADQUARTERS
102 West 500 South, Suite 600, P.O. Box 45828,
Salt Lake City, UT 84145-0828
(801)355-0888 (800)355-0744 (800)654-7653 Fax: (801)521-6018
ADMINISTRATION
President: Meredith Price
Chief Administrative Officer: Diana Karrenberg
Chief Executive Officer: Chris Papineau
Director of Computer Operations: Hugh Dolden
DIRECT QUESTIONS TO THE FOLLOWING:
Administrative: Diana Karrenberg
Accounts Receivable: Robin Brown
Accounts Payable: Diana Karrenberg
Address/Phone Updates: Lyndee Fonnesbeck/Robin Brown
Computer Support: Hugh Dolden/Lyndee Fonnesbeck
Order Tracking & Listing Entry: Lyndee Fonnesbeck
ARIZONA
AZ02- FLAGSTAFF, AZ
NATIONAL THE FLAGSTAFF
CONNECTION
604 NORTH BEAVER STREET
FLAGSTAFF, AZ 86001
(520)526-3737/ FAX:556-0292
BROKER/MANAGER WANDA QUAYLE
AZ03- GLENDALE, AZ
NATIONAL SCHOFIELD
6611 - 7 WEST PEORIA AVENUE
GLENDALE, AZ 85302
(602)878-7808/ FAX:878-1204
BROKER W.T. "SCHO" SCHOFIELD
AZ04- KINGMAN, AZ
NATIONAL JEAN WHITE REALTY
3001 E. ANDY DEVINE
KINGMAN, AZ 86401
(520)753-5507/ FAX:753-1958
BROKER JEAN WHITE
AZ06- MESA
NATIONAL LOWE & ASSOCIATES
240 W. MAIN STREET
MESA, AZ 85201
(602)833-8871/ FAX:833-8873
BROKER RICHARD W. LOWE
MANAGER ROSALIE LOWE
AZ07- PHOENIX, AZ
NATIONAL ADVANTAGE
3518 - D WEST CACTUS ROAD
PHOENIX, AZ 85029
(602)978-1002/ FAX:978-2835
BROKER JAMES L. HART
AZ08- PHOENIX, AZ
NATIONAL CAMELPEAKS
4545 NORTH 36TH STREET, 111
PHOENTX, AZ 85018
(602)957-3300/ FAX:957-9533
BROKER PEGGY YUNGHAH
AZ10- PHOENIX, AZ
NATIONAL WESTERN VISTAS
10540 W. INDIAN SCHOOL, SUITE I A
PHOENTX, AZ 85037
(602)877-9400/ FAX:877-9463
BROKER SHERRIFAGEN
AZ112- PRESCOTT, AZ
ALL AMERICAN INVESTMENTS
222 W. GURLEY STREET
PRESCOTT, AZ 86301
(520)778-2000/ FAX:778-4505
BROKER JAMES T. PURVIS
AZ18- SCOTTSDALE, AZ
NRS SIGMA GROUP
7950 E. ACOMA, SUITE 300
SCOTTSDALE, AZ 85260
(602)991-1460/ FAX:661-8171
BROKER/OWNER ANTJE PETERSON
AM- TUCSON, AZ
NATIONAL WRIGHT REALTY, INC.
8505 E. 22ND STREET
TUCSON, AZ 85710
(520)886-5541/ FAX:885-6567
(800)484-4051 (EXT0831)
BROKER WILLIE WRIGHT, JR
CALIFORNIA
C044- BENICIA, CA
NATIONAL PREMIUM PROPERTIES
506 CAPITOL DRIVE
BENICIA, CA 94510
(707)745-4000/ FAX:745-4595
BROKER/OWNER SANDY PALMIN
C507- CHULA VISTA, CA
NATIONAL GERI HUSTON & ASSOC.
680 TELEGRAPH CANYON RD.,
SUITE 101
CHULA VISTA, CA 91910
(619)421-1185/ FAX:421-1188
BROKER GERI HUSTON
C004- CONCORD, CA
RED CARPET BALDWIN & ASSOC.
5053 CLAYTON ROAD
CONCORD, CA 94521
(510)825-8100/ FAX:825-8183
BROKER ROBERT L. (BOB) BALDWIN
C524- LA CRESCENTA, CA
NATIONAL REAL ESTATE
PAGLIUS0, INC.
2606 FOOTHILL BLVD.
LA CRESCENTA, CA 91214
(818)248-8071/ FAX:248-8177
BROKER LESTER C. PAGLIUSO
C529- LOMPOC, CA
NATIONAL SHUMER REAL ESTATE
1000 EAST OCEAN AVENUE
LOMPOC, CA 93436
(805)736-7539/ FAX:735-8294
BROKER BRUCE SHUMER
C530- LONG BEACH, CA
RED CARPET COASTAL PROPERTIES
2155 BELLFLOWER BOULEVARD
LONG BEACH, CA 95336
(310)597-2481/ FAX:597-8759
BROKER DOROTHY A. CHERNEY
C03- MANTECA, CA
NATIONAL PAPWORTH PROPERTIES
204 N. SHERMAN AVENUE
MANTECA, CA 95336
(209)823-4722/ FAX:823-4727
BROKER/OWNER
CHRISTINE PAPWORTH
C032- SAN JOSE, CA
RED CARPET CAPITOL
311 -E NORTH CAPITOL AVENUE
SAN JOSE, CA 95133
(408)259-9433
BROKER WILLIAM A. WELCH
C554- SOUTHGATE, CA
RED CARPET MARGARITA MACHORRO
3333 TWEEDY BOULEVARD
SOUTH GATE, CA 90280
(213)564-1706/ FAX:564-0821
BROKER MARGARITA 0. MACHORRO
C052- TAHOE CITY, CA
NATIONAL TAHOE TIMBERLINE
505 WEST LAKE BOULEVARD
TAHOE CITY, CA 96145
(916)581-0183/ FAX:581-5322
BROKER MARY H. GIBSON
C565- WEST COVINA, CA
RED CARPET EASTWOOD REALTY, INC.
341 N. AZUSA AVENUE
WEST COVINA, CA 91791
(818)858-0600/ FAX:966-8899
BROKER DAMON PETTA
MANAGER CARL PETTA
SA MICHAEL MCCASLAND
C567- WHITTIER, CA
SOUTHLAND PROPERTIES
16256 E.
WHITTIER BOULEVARD
WHITTIER, CA 90603
(310)943-6783/ FAX:943-0423
BROKER VIRGINIA VANIMAANEN
C038- WOODLAND, CA
NATIONAL TOWN & VALLEY PROPERTIES
428 FIRST STREET, SUITE 102
WOODLAND, CA 95695
(916)662-5404/ FAX:662-2457
BROKER KATHY E. AUKES
C569- WRIGHTWOOD, CA
NATIONAL COUNTRY LIFE REALTY
6050 PARK DRIVE, P.O. BOX 2820
WRIGHTWOOD, CA 92397
(619)249-5000/FAX:249-6223
BROKERS MARILYN WELLS &
PAM MORTIMER
COLORADO
CL02- DURANGO, CO
NATIONAL P.B.S. REALTY
2971 MAIN AVENUE
DURANGO, CO 81391
(970)247-1234/ FAX:259-61 11
(800)247-0090
BROKER LEROY GENE PEARCEY
FLORIDA
FL03- FORT WALTON BEACH, FL
NATIONAL HALLMARK REALTY SERVICE, INC.
327 - A RACETRACK ROAD, N.W.
FT. WALTON BEACH, FL 32548
(904)863-3191/ FAX:863-2980
BROKER KERRY KELLY
SA BARBARA KELLY
FL05- KISSIMMEE, FL
LUND GALLERY OF HOMES, INC.
1520 N. BERMUDA AVENUE
KISSIMMEE, FL 34741
(407)846-7000/ FAX:846-9044
BROKER CARLEEN C. LUND
ILLINOIS
IL01- ALGONQUIN, IL
NATIONAL KRISTENSEN REALTY SERVICES
114 SO. MAIN STREET
ALGONQUIN, IL 60102
(847)658-8664/ FAX:658-1897
BROKER CARL E. KRISTENSEN
11-55- ANTIOCH, IL
NATIONAL LANDMARK GROUP
562 HIDDEN CREEK DRIVE
ANTIOCH, IL 60002
(847)838-0130/ FAX:
BROKER GREGORY A. MILLER
IL03- ARLINGTON HEIGHTS, IL
NATIONAL SUNRISE RF-ALTY1325 E.
DAVIS STREET
ARLINGTON HEIGHTS, IL 60005
(847)870-1990/ FAX:870-5289
BROKER JAMES S. REGAN, I I I
IL57- ARLINGTON HEIGHTS, IL
NATIONAL REAL STAR
14 SOUTH DRYDEN
ARLINGTON HEIGHTS, IL 60004
(847)398-4300/ FAX:
BROKER/MANAGER
GREGORY A. SMITH
IL51- CHICAGO, IL
NATIONAL GOLDBERG & PERL844 W.
ARMITAGE AVENUE
CHICAGO, IL 60614
(312)477-9700/ FAX:549-1956
BROKER KENNETH GOLDBERG
IL60- CHICAGO, IL
NATIONAL PROFESSIONALS R.E.
6430 NORTH CENTRAL AVENUE, SUITE C
CHICAGO, IL 60646
(312)631-7300/ FAX: 631-6309
BROKER/MANAGER
JUDITH A. GOLNICK
IL15- DES PLAINES, IL
NATIONAL DIMASO REALTY, INC.
932 LEE STREET
DES PLAINES, IL 60016
(847)390-8282/ FAX:390-0518
BROKER VITO L. DIMASO
IL59- BUFFALO GROVE, IL
NATIONAL REAL STAR
123 MCHENRY ROAD
BUFFALO GROVE, IL 60089
(847)459-5600/ FAX: 459-3499
ILL 1 - CAROL STREAM, IL
NATIONAL VILLAGE REALTY
200 N. GARY AVENUE
CAROL STREAM, IL 60188
*(708)665-8030
FAX COM SERVICE (708)665-8176
BROKERS GORDON JOHNSON,
RORY HANSEN
IL43- CHICAGO, IL
NATIONAL ROSEN REALTY
5788 N. LINCOLN
CHICAGO, IL 60659
(312)334-0889/ FAX:334-8694
BROKER RANDY ROSEN
IL45- CHICAGO, IL
PROFESSIONALS REAL ESTATE
6430 N. CENTRAL AVENUE
CHICAGO, IL 60646
(312)631-7300/ FAX:631-6309
BROKER CHARLENE
CARUSO-BARTELS
IL42- ELGIN, IL
NATIONAL STATE STREET REALTORS
523 NORTH STATE STREET
ELGIN, IL 60123
(847)695-7299/ FAX:695-7399
BROKER RICHARD C. HODGES
IL16- ELK GROVE, IL
NATIONAL RMH AMERICAN HERITAGE INC.
25 W. TURNER AVENUE
ELK GROVE VILLAGE, IL 60007
(847)363-6030/ FAX:364-6010
BROKER FRANK RAMLJAK
IL49- EVERGREEN PARK, IL
NATIONAL FIRST WORLD REALTY, INC.
9443 S. KEDZIE AVE
EVERGREEN PARK, IL 60805
(708)422-2995 BROKER RICK BOOKER
IL20- HOFFMAN ESTATES, IL
NATIONAL REAL STAR
2260 W. HIGGINS ROAD
HOFFMAN ESTATES, IL 60195
(847)843-0001/ FAX:843-1215
BROKER JOSEPH A. CARUSO
MANAGER INGER PERRINO
IL21- LIBERTYVILLE, IL
NATIONAL KEPHART/OTT REALTORS, INC.
411 S. MILWAUKEE AVENUE
LIBERTYVILLE, IL 60048
(847)549-8400/ FAX:549-9006
BROKER STEVEN R. KEPHART
IL08- LINCOLNSHIRE, IL
NATIONAL HOMESOURCE REAL
ESTATE SERVICE
16595 EASTON, SUITE 2A
LINCOLNSHIRE, IL 60069
(847)883-8300/ FAX:883-8351
PRESIDENT STEVEN A. NATHANSON
IL50- MCHENRY, IL
NATIONAL STEDMAN'S REAL ESTATE
MARKET PLACE, LTD.
2404 W. JOHNSBURG ROAD
MCHENRY, IL 60050
(815)385-0611/ FAX:385-0587
BROKER GUY STEDMAN
IL22- NEW LENOX, IL
NATIONAL ADVANTAGE, INC.
328 E. LINCOLN HIGHWAY
NEW LENOX, IL 60451
(815)485-0304/ FAX:485-0311
BROKER ELEANOR D. NASTEPNIAK
IL52- NORTHFIELD, IL
NATIONAL REALTY NETWORK
ONE NORTHFIELD PLAZA, SUITE 300
NORTHFIELD, IL 60093
(847)446-0540/ FAX:441-1885
BROKER EDWARD M. VARDON
IL23- OAK LAWN, IL
NATIONAL CONTEMPO REALTY, INC.
10945 SO. CICERO AVENUE
OAK LAWN, IL 60453
'(708)636-0101 / FAX:636-9388
BROKER MARY KAY O'SHEA-ELLIS
IL56- PALATINE, IL
NATIONAL REAL STAR
1915 SOUTH PLUM GROVE ROAD
PALATINE, IL 60067
(847)934-2300/ FAX:
BROKER/MANAGER WILLIAM C.
DALBEC
IL61-ROCKFORD, IL
NATIONAL TURNKEY REAL ESTATE
110 ALPINE RD., SUITE 107
ROCKFORD, IL 61108
(815)231-7157/FAX: (815)231-71
BROKER HILDE A. BER
Z01 1- SCHAUMBURG, IL
NATIONAL REAL ESTATE SERVICE OF IL., INC.
REGIONAL OFFICE
1375 SCHAUMBURG ROAD, #330
SCHAUMURG, IL 60194
(847)352-5000/ FAX:524-0298
REGIONAL VICE PRESIDENT JERRY
CLINNIN, PRESIDENT JOSEPH A. CARUSO
11-32- SCHAUMBURG, IL
DUVALICARUSO, REALTORS
922 W. IRVING PARK ROAD
SCHAUMBURG, IL 60172
(847)529-9891/ FAX:351-8625
BROKER JOSEPH A. CARUSO
11-33- SCHAUMBURG, IL
NATIONAL REAL STAR
33 S. ROSELLE ROAD, SUITE A
SCHAUMBURG, IL 60193
(847)529-0001/ FAX:529-3519
BROKER JOSEPH A. CARUSO
11-38- SCHAUMBURG, IL
DUVAUCARUSO, REALTORS
ADMINISTRATIVE BRANCH
1375 E. SCHAUMBURG RD., SUITE 330
SCHAUMBURG, IL 60194
(847)529-0007/ FAX:529-0298
MANAGER BARBARA LARSEN
11-44- SCHAUMBURG, IL
DUVAUCARUSO, REALTORS
33 S. ROSELLE ROAD, SUITE B
SCHAUMBURG, IL 60193
(847)529-1040/ FAX:529-3519
BROKER JOSEPH A. CARUSO
11-58- SCHAUMBURG, IL
NATIONAL REAL STAR
1491 WEST SCHAUMBURG ROAD
SCHAUMBURG, IL 60194
(847)307-6868/ FAX:
BROKER/ MANAGER DAN HUNTZICKER
11-48- WESTMONT, IL
NATIONAL THURM REALTY, INC.
34 N. CASS AVENUE
WESTMONT, IL 60559
- -(708)971-8181 / FAX:971-21 10
BROKER KIMBERLY THURM
11-37- WILMETTE, IL
NATIONAL NORTH SHORE PREMIER
PROPERTIES
724 - 12TH STREET
WILMETTE, IL 60091
(847)251 -1111 / FAX:251-1221
BROKER BETH BOWDEN
INDIANA
INOO- CROWN POINT, IN
NATIONAL MILLER REALTY, INC.
102 NORTH INDIANA AVENUE
CROWN POINT, IN 46307
(219)663-2400/ FAX:663-2406
BROKER ALLEN T. MILLER
IN08- MERRIVILLE, IN
NATIONAL TRI-COUNTY REALTY, INC.
145 E. 61STSTREET
MERRIVILLE, IN 46410
(219)980-2102/ FAX:980-0000
BROKER BILL PUTZ
IN02- MICHIGAN CITY, IN
NATIONAL REALTY SERVICES OF
LAPORTE COUNTY, INC.
7421 JOHNSON ROAD
MICHIGAN CITY, IN 46360
(219)255-1899/ FAX:879-531 0
BROKER GERALD GREENWALD
IN09- MISHAWAKA, IN
NATIONAL B.L. REALTY
3618 GRAPE ROAD, SUITE A
MISHAWAKA, IN 46545
(219)255-1899/ FAX:258-0186
MANAGER MARYJ. BOOTH
IN10- MISHAWAKA, IN
NATIONAL B.L. REALTY
3618 GRAPE ROAD, SUITE B
MISHAWAKA, IN 46545
(219)255-1899/ FAX:258-0186
MANAGER MARY J. BOOTH
IN03- MUNSTER, IN
NATIONAL CARE REALTY
8202 CALLIMET AVENUE
MUNSTER, IN 46321
(219)836-5412/ FAX:836-4080
BROKER BHARAT (BOB) SHAH
IN04- SCHERERVILLE, IN
NATIONAL CARE REALTY
2315 WICKER AVENUE,
(U.S. HIGHWAY 41)
SCHERERVILLE, IN 46375
(219)865-0865/ FAX:865-0868
BROKER BHARAT SHAH
IN07- VALPARAISO, IN
NATIONAL NORTHWEST INDIANA REALTY, INC.
390 W. U.S. HIGHWAY 6, SUITE 10
VALPARAISO, IN 46383
(219)762-0442/ FAX:763-2881
BROKER LARRY GERHART
OWNER THOMAS J. GLANCY
IN06- WANATAH, IN
NATIONAL S & W REALTY
10027 WEST U.S. 30 - P.O. BOX 331
WANATAH, IN 46390
(219)733-2589/ FAX:733-2303
BROKERS VERNON SEXTON,
EARL WERNER
MICHIGAN
MOOO- ALGONAC, MI
RED CARPET KEIM R J SMITH, INC.
4181 M-29 HIGHWAY
ALGONAC, MI 48001
(810)794-5544
BROKER JOSEPH C. FOURNI
M001- ALLEN PARK, MI
RED CARPET KEIM VIKING, INC.
17415 ECORSE ROAD
ALLEN PARK, MI 46101
(313)386-4400
BROKER RICHARD RICHARDSON
M086- ANN ARBOR, MI
RED CARPET KEIM BROOKSHIRE
3123 OAK VALLEY DRIVE
ANN ARBOR, MI 48103
JEFF BROOKSHIRE
M002- ATLANTE, MI
RED CARPET KEIM FERGUSON ASSOCIATES
FAST STATE BOX 84
ATLANTE, MI 49709
(517)785-3309
BROKER ROBERT FERGUSON
M003- BEAVERTON, MI
RED CARPET KEIM LAKE FOREST
1239 EAST ESTEY ROAD
BEAVERTON, MI 48612
(517)435-7755
JOE T. PERRAS
M004- BELLEVILLE, MI
RED CARPET KEIM PROP. UNLIMITED, INC.
P.O. BOX 592, 8380 BELLEVILLE ROAD
BELLEVILLE, MI 48111
(313)697-0099
BROKER ANGELA NETTRO
M005- BIRMINGHAM, MI
RED CARPET KEIM BIRMINGHAM
1955 SOUTH WOODWARD
BIRMINGHAM, MI 48011
(810)645-5800
BROKER ALGER BUTTS
M006- BRIGHTON, MI
RED CARPET KEIM ELGEN REALTORS
401 EAST GRAND RIVER
BRIGHTON, MI 48116
(313)227-5000
EUGENE P. GUTIERREZ
M007- BROWN CITY, MI
RED CARPET KEIM DYNAMIC, INC.
P.O. BOX 165, 4128 EASTMAIN
BROWN CITY, MI 48416
(810)346-2700
BROKER RICK TANK
M008- CADILLAC, MI
RED CARPET KEIM ACCENT R.E.
P.O. BOX 966
CADILLAC, MI 49601
(616)775-1314
BROKER LINDA L. TUTTLE
M010- COLEMAN, MI
RED CARPET KEIM ANYTIME
116 WEST RAILWAY, BOX 368
COLEMAN, MI 48618
(517)465-1122
BROKER LILIAN L. DOWD
M011- DAVIDSON, MI
RED CARPET KEIM ACTION GROUP
223 NORTH STATE
DAVIDSON, MI 48423
(810)653-0600
BROKER KENNETH DUETSCH
M012- DEARBORN, MI
RED CARPET KEIM DEARBORN INC.
22735 MICHIGAN AVENUE
DEARBORN, MI 48124
(313)565-0450
BROKER WILLIAM G. KNOOP, JR.
M013- DEARBORN HEIGHTS, MI
RED CARPET KEIM PLUS, INC.
27366 WEST WARREN
DEARBORN HEIGHTS, MI 48127
(313)277-7070
BROKER ALBERT RICE
M014- DETROIT, MI
RED CARPET KEIM CHESBRAND
12740 EAST SEVEN MILE
DETROIT, MI 48205
(313)834-7550
CHESTER GODLEWSKI
015- DETROIT, MI
RED CARPET KEIM METRO DETROIT
18438 MORANG
DETROIT, MI 48205 (313)526-3990
GORDON RECK
M016- DETROIT, MI
RED CARPET KEIM TEAM ONE
15715 EAST WARREN
DETROIT, MI 48224
(313)885-6630
R013ERT HUGHES
M017- DETROIT, MI
RED CARPET KEIM UNITY, INC.
19480 LIVERNOIS
DETROIT, MI 48221
(313)862-2400
WILLIE MERRIWEATHER
M018- EAST DETROIT, MI
RED CARPET KEIM ACE R/E, INC.
23043 GRATIOT
EAST DETROIT, MI 48021
(313)779-0200
JAMES E. WROBEL
M019- FARMINGTON, MI
RED CARPET KEIM MIDWEST, INC.
31715 GRAND RIVER
FARMINGTON, MI 48330
(313)477-0880
TOM ISBELL
M020- FARMINGTON HILL, MI
RED CARPET KEIM MAPLE WEST, INC.
28592 ORANGE LAKE ROAD
FARMINGTON HILL, MI 48018
(313) 533-5888
LEO FITZPATRICK
M021- FENTON, MI
RED CARPET KEIM ACTION GROUP 11
435 NORTH LEROY
FENTON, MI 48430
(313)629-2211
JUDY BRANT
M023- FLUSHING, MI
RED CARPET KEIM EQUITY, INC.
111 SOUTH SEYMOUR
FLUSHING, MI 48433
(313)733-5400
LLOYD BREWER
M033- HOUGHTON LAKE, MI
RED CARPET KEIM HOUGHTON LAKE
1411 WEST HOUGHTON LAKE D., ZL 4
HOUGHTON LAKE, MI 48629
M024- GARDEN CITY, MI
RED CARPET KEIM WILL TIPTON RE
32515 FORD ROAD
GARDEN CITY, MI 48135
(313)733-5400
WILLTIPTON
M025- GROSSE ILE, MI
RED CARPET KEIM`VIKING INC.
8922 MACOMB
GROSSE ILE. MI 48138
(313)675-2290
M027- GROSSE PT. WOODS, MI
RED CARPET KEIM SHOREWOOD R/E
20439 MACK AVENUE
GROSSE PT. WOODS, MI 48236
(313)886-8710
PHILLIP PATANIS
M028- HARPER WOODS, MI
RED CARPET KEIM WOODS, INC.
20052 KELLY
HARPER WOODS, MI 48225
(313)371-4010
GEORGE TERRENCE BESSER
M03O- HIGHLAND, MI
RED CARPET KEIM MECK REALTY, INC.
101 EAST LIVINGSTON ROAD
HIGHLAND, MI 48357
(313)887-7575
PAUL MECK IENBORG
M031- HOLLY, MI
RED CARPET KEIM LEE HYDE, INC.
3064 GRANGE HALL
HOLLY, MI 48442
(313)629-1520
LEE HYDE
M032- HOLT, MI
RED CARPET KEIM G/K, INC.
4525 WILLOUGHBY
HOLT, MI 48842
(517)694-1121
ROBERT GARCHOW
(517)366-5344
FRED E. BOWMAN
M034- INDIAN RIVER, MI
RED CARPET KEIM A. SMITH
P.O. BOX 430, ANDREWS PLAZA
INDIAN RIVER, MI 49749
(616)238-9338
RICHARD W. ANDREW
M035- INKSTER, MI
RED CARPET KEIM WILL COOPERATE
3767 INKSTER ROAD
INKSTER, MI 48141
(313)274-3141
ERNESTINE WILLIAMS
M036- KALASKA, MI
RED CARPET KEIM NORTHERN PROP.
317 MAPLE
KALKASKA, MI 49646
(616)258-9300
GEORGE T. BESSER
M038- LAPEER, MI
RED CARPET KEIM DAN SCRIMGER
858 SOUTH MAIN STREET
LAPEER, MI 48446
(313)664-1811
DAN SCRIMGE
M084- LATHRUP VILLAGE, MI
RED CARPET KEIM SUPERIOR
27340 SOUTHFIELD ROAD
LATHRUP VILLAGE, MI 48076
(313)559-7470
PHILLIP LANG
M039- LEWISTON, MI
RED CARPET KEIM FERGUSON
ASSOCIATES
P.O. BOX 775, OLSEN STREET
LEWISTON, MI 49756
(517)789-2651
M040- LEXINGTON, MI
RED CARPET KEIM JACQUES & ASSOCIATES
5790 MAIN
LEXINGTON, MI 46450
(313)359-7316
GARYJACQUES
M041- LINCOLN PARK, MI
RED CARPET KEIM VIKING, INC.
3125 FORT
LINCOLN PARK, MI 48146
(313)388-7305 DON SEELOF
M047- MACOMB, MI
RED CARPET KEIM HENDERSON & ASSOCIATES
45245 ROMEO PLANK, #A
MACOMB, ML 48044
(313)263-4540
PAUL HENDERSON
M043- MARLETTE, MI
RED CARPET KEIM DYNAMIC, INC.
2734 NORTH VAN DYKE, BOX 216
MARLETTE, MI 48453
(517)635-7417
RICK TANK
M044- MILFORD, MI
RED CARPET KEIM PROFESSIONALS
436 NORTH MAIN STREET
MILFORD, MI 48381
(313)685-1522
PAUL GANGNIER
M045- MIO, MI
RED CARPET KEIM DETRICH R/E
P.O. BOX 128, 408 SOUTH MORENCI
MIO, MI 48647
(517)826-6100
NORMAN L. DETRICH
M046- MOUNT CLEMENS, MI
RED CARPET KEIM GATES
36755 GRATIOT
W. CLEMENS, MI 48043
(313)491-3570
RANDALL E. GATES
M048- MOUNT CLEMENS, MI
RED CARPET KEIM MACOMB R/E
40060 HAYES
MT. CLEMENS, MI 48044
(313)75"880
DENNIS N. NABOR
MA049- NEW BALTIMORE, MI
RED CARPET KEIM HEWITT, INC.
30538 TWENTY-THREE MILE ROAD
NEW BALTIMORE, ML 48047
(313)949-5590 JACOB HEWITT, JR.
M050- NOVI, MI
RED CARPET KEIM C. MASON INC.
43390 10 MILE ROAD
NOVI, MI 48050
(313)344-1800
CAROL MASON
M051- OKEMOS, MI
RED CARPET KEIM CEDAR REALTY
2567 JOLLY ROAD
OKEMOS, MI 48864
(517)349-4990
JAMES GOULDING
M052- ONAWAY, MI
RED CARPET KEIM ONAWAY
BLACK LAKE
P.O. BOX 731
ONAWAY, MI 49765
(517)733-8563
RICHARD W. ANDREW
M053- OXFORD, MI
RED CARPET KEIM ORION/OXFORD
766 SOUTH LAPEER
OXFORD, MI 48051
(313)628-4869
LOUISE HERFIGOTT
M054- PLYMOUTH MI
RED CARPET KEIM 9OUTH, INC.
1115 SOUTH MAIN
PLYMOUTH, MI 48170
(313)453-0012
RICHARD RANDAZZO
M055- PORT HURON, MI
RED CARPET KEIM METRO R.E. CO.
3061 COMMERCE DRIVE, #5
PORT HURON, MI 48060
(313)385-3000
PAUL MARTIN
M056- REDFORD, MI
RED CARPET KEIM DOYLE & ASSOC.
14358 SARASOTA
REDFORD, MI 48239
(313)937-0777
JOHN T. DOYLE
M057- RICHMOND, MI
RED CARPET KEIM EDGINGTON ASSOC.
6880 MAIN
RICHMOND, MI 48062
(313)727-2737
DAVE EDGINGTON
M063- SAULT SAINT MARIE, MI
RED CARPET KEIM NORTHLAND INC.
1514 ASHMUN
SAULT ST. MARIE, MI 49783
M0IG- ROSEVILLE, MI
RED CARPET KEIM JASON R.E.
28445 UTICA ROAD
ROSEVILLE, MI 48066
(313)771-4000
GARY C. DAY
M060- ROSEVILLE, MI
RED CARPET KEIM MCHUGH & ASSOC.
30401 UTICA ROAD
ROSEVILLE, MI 48066
(313)778-8200
EDWARD A. (TONY) MCHUGH
M058- ROSCOMMON, MI
RED CARPET KEIM E. STAR, INC.
639 WEST HIGGINS LAKE/ZONE
ROSCOMMON, MI 48653
(517)821-8585
DONALD J. PARKER
M067- SAINT CLAIRE SHORES, MI
RED CARPET KEIM SHOWPLACE HOME
26800 HARPER
ST. CLAIRE SHORES, MI 48081
(313)777-9700
GARY MILLER
M068- SAINT CLAIRE SHORES, MI
RED CARPET KELM AMERICAN HERITAGE, INC.
29050 HARPER
ST. CLAIRE SHORES, MI 48081
(313)445-1200
EDWARD T. HARRIS
M069- SAINT HELEN, MI
RED CARPET KEIM DUNBAR-BELL
1727 NORTH M-76
ST. HELEN, MI 48656
(517)389-3312
PAULINEJENNEMAN
M062- SANDUSKY, MI
RED CARPET KEIM DYNAMIC, INC.
14 NORTH MORSE
SANDUSKY,ML 48471
(313)648-3700
RICK TANK
(906)635-1558
DONNA M. BERGFALK
M085- SOMERSET CENTER, MI
RED CARPET KEIM SANTI REALTY
12370 EAST CHICAGO ROAD
SOMERSET CENTER, MI 49282
JAMES D. SANTI
M064- SOUTHFIELD, MI
RED CARPET KEIM WALKER &
ASSOCIATES
22110 WEST 10 MILE ROAD
SOUTHFIELD, MI 48034
(313)354-1500
JUDY WALKER
Z013- SOUTHFIELD, MI
RED CARPET KEIM- REGIONAL OFFICE
29201 TELEGRAPH, SUITE 410
SOUTHFIELD, MI 48034
(810)799-9300/ FAX:799-9905
JOHN KAVANAGH
M065- SOUTHGATE, MI
RED CARPET KEIM VIKING INC.
14160 PENNSYLVANIA
SOUTHGATE, MI 48195
(313)285-7000
RICHARD RICHARDSON
M070- STANDISH, MI
RED CARPET KEIM DUNBAR-BELL
430 SOUTH HURON
STANDISH, MI 48658
(517)846-6949
BARBARA CRISTOFERO
M071- STERLING HEIGHTS, MI
RED CARPET KEIM TABBI & ASSOC.
3603 EAST FOURTEEN MILE
STERLING HEIGHTS, MI 48077
(313)977-3333 RICHARD TABBI, JR.
M072- TAYLOR, MI
RED CARPET KEIM VIKING INC.
22347 GODDARD
TAYLOR, MI 48180
(313~287-4660
M073- TRENTON, MI
RED CARPET KEIM VIKING INC.
16061 VREELAND
TRENTON, MI 48183
(313)676-9000
RALPH MANGENO
M075- TROY, MI
RED CARPET KEIM CONCIERGE
290 TOWN CENTER DRIVE
TROY, MI 48084
(313)689-4600
STEVEN J. GOTTLIEB
M077- WARREN, ML
RED CARPET KEIM EAST, INC
28673 HOOVER
WARREN, MI 48093
(313)751-5500
CHARLES D. KRISFALUSI
M1078- WATERFORD, MI
RED CARPET KEIM HAVILAND, INC.
3650 DDAE HIGHWAY
WATERFORD, MI 48329
(313)673-1291
M079- WEST BLOOMFIELD, ML
RED CARPET KEIM ASSOCIATES, INC.
5635 WEST MAPLE ROAD
WEST BLOOMFIELD, MI 48322
(313)855-9100
JAMES E. BOUDREAU
M080- WEST BRANCH, MI
RED CARPET KEIM DUNBAR-BELL
2814 COOK ROAD
WEST BRANCH, MI 48661
(517)345-3730
WILLIAM E. BELL
M081- WESTLAND, MI
RED CARPET KEIM WESTLAND INC.
505 EAST WAYNE ROAD
WESTLAND, MI 48185
(313)729-2500
EDWARD MARTLN
M082- YPSILANTI, MI
RED CARPET KEIM BROOKSHIRE
3150 PACKARD
YPSILANTI, MI 48197
(313)434-3500
DAVID HAMILTON
NEVADA
NV04- CARSON CITY, NV
NATIONAL BEST SELLERS
503 N. DIVISION STREET
CARSON CITY, NV 89703
(702)883-8500/ FAX:882-6932
OWNER JENNY BACIGALUPI
SA CLAUDIA DOSSEY
NV01- LAS VEGAS, NV
ABOUT REAL ESTATE
735 NORTH NEWS BOULEVARD
LAS VEGAS, NV 89110
(702)453-48041 FAX:459-1798
BROKER TERI KELLERER
NV06- LAS VEGAS, NV
LAS VEGAS REALTY, INC.
601 S. RANCHO DRIVE
BUILDING D, SUITE 34
LAS VEGAS, NV 89106
(702)386-6122/ FAX:384-6025
BROKER BERNIE MOGSTAD
NV12- LAS VEGAS, NV
NATIONAL SUNRISE REALTY
450 N. NELLIS, BOX 190
LAS VEGAS, NV 89110
(702)459-7300/ FAX:459-1392
BROKER ALAN CUTLER
SC07- SUMTER, SC
NATIONAL CAROLINA REALTY OF SUMTER, INC.
1240 ALICE DRIVE
SUMTER, SC 29153
(803)469-8900/ FAX:469-7000
BROKER JOYCE D. SHORTER
MANAGER TOMMIE R. SHORTER, JR.
SA LYNN SHORTER
NV13- LAS VEGAS, NV
NATIONAL REAL ESTATE RESOURCES
1750 S. RAINBOW BLVD., SUITE 18
LAS VEGAS, NV 89102
(702)877-6868/ FAX:877-1891
(800)665-0603
BROKER/OWNER CHRIS SCARCELLI
NV14-LAS VEGAS, NV
NATIONAL RESIDENTIAL GROUP
3650 S. DECATUR BLVD. SUITE 33
LAS VEGAS, NIV 89103
(702) 871-4188/FAX:871-1974
BROKER RICHARD KRIEGER
NV15-LAS VEGAS, NV
YOUR REAL ESTATE CO.
3416 E. LAKE MEAD #8
N. LAS VEGAS, NV 89030
(702) 399-4449/FAX: 399-3039
BROKER THOMAS LISIEWSK
NV17-LAS VEGAS, NV
LAS VEGAS FIRST REALTY
3000 W. CHARLESTON #2
LAS VEGAS, NV 89102
(702)259-9155/FAX:259-6131
BROKER VIRGINIA JONES
NV19-LAS VEGAS, NV
PACIFIC INTERNATIONAL PROPERTIES
2660 S. RAINBOW BLVD., #B-102
LAS VEGAS, NV 89102
(702)365-7999/FAX:368-1642
BROKER RON MACKO
SOUTH CAROLINA
SC10- SIMPSONVILLE, SC
SHOWMAN REAL ESTATE
632 NORTH MAIN STREET
SIMPSONVILLE, NC 29681
(803)963-8123/ FAX:967-2764
BROKER JIM WRIGHT
TEXAS
TX03- BAYTOWN, TX
RED CARPET OPRYCHEK & ASSOC.
608 PARK STREET
BAYTOWN, TX 77520
(713)427-1711/ FAX:420-3901
BROKER CAROLE W. OPRYSHEK
TX10- KILLEEN, TX
CHARLES BRADLEY & COMPANY
904C N. FORT HOOD STREET
KILLEEN, TX 76541
(817)526-7534/ FAX:526-7538
BROKER CHARLES BRADLEY
TX13- SAN ANTONIO, TX
NATIONAL TERRI SCHULTZ & ASSOCIATES
2427 THOUSAND OAKS
SAN ANTONIO, TX 78232
(210)494-5221/ FAX:494-41 11
BROKER TERRILYN F. SCHULTZ
UTAH
UT01- SALT LAKE CITY, UT
SECURITY NATIONAL REALTY
OFFERING THE HELP-U-SELL SYSTEM
3455 SOUTH WEST TEMPLE
SALT LAKE CITY, LIT 84115
(801)484-9995
BROKER MIKE LARSEN
WASHINGTON
WA03- POINT ROBERTS, WA
NATIONAL MOUNTAIN SOUND PROPERTIES
1385 GULF RD
POINT ROBERTS, WA 98281
(360)945-1011 / FAX:945-1012
BROKER FRANK NEY
MANAGER PAUL RUSK
WISCONSIN
11-53- MANITOWISH WATERS, WL
NATIONAL ADVANTAGE, NSP, INC.
P.O. BOX 362, WEST
139 MANRROWISH WATERS, WI
54545 (715)543-8900/ FAX:543-8917
BROKER DICK PAVLOV
SCHEDULE 1.1(a)(ii)
LIST OF ASSIGNED CONTRACTS
N/A
SCHEDULE 1. 1 (b)
LIST OF TRADEMARKS
UNITED STATES REGISTRATIONS
MARK REG. NO. REGISTRATION DATE
- ---- --------- -----------------
National Real Estate Service 1,469,561 12/15/1987
National Real Estate Service 1,843,168 7/5/1994
UNITED STATES APPLICATIONS
MARK SERIAL NO. FILING DATE
- ---- ---------- -----------
National Listing System 74/329,076 11/6/1992
National Listing Service 74/419,545 7/28/1993
NLS 74/419,416 7/28/1993
House by Mouse 74/431,804 9/1/1993
House by Mouse 74/431,508 9/1/1993
Homework is What We Do Best 74/526,488 5/19/1994
UNITED STATES REGISTRATIONS
MARK REG. NO. REGISTRATION DATE
- ---- -------- -----------------
Homework is What We Do Best 1,488,805 5/17/1988
FEMCO 1,405,228 8/12/1986
Wall to Wall Protection Plan 1,129,040 1/8/1980
Wall to Wall 1,138,913 8/19/1980
Red Carpet and Design 1,087,827 3/21/1978
Design Only 1,087,826 3/21/1978
Red Carpet 1,077,113 11/8/1977
Red Carpet 1,003,533 1/28/1975
SCHEDULE 1.1(d)
COMPUTER HARDWARE AND SOFTWARE
5 H-P Vectra personal computers, Model VE 4/66
and associated software
SECTION 3.6
S & S ACQUISITION
In April 1994, S & S Acquisition Corp. was named as a defendant in a
lawsuit filed in the Court of Queens Bench of Alberta, Judicial district of
Edmonton, Canada, Case Number 9403-07235, entitled 475878 ALBERTA LTD. V. S &
S ACQUISITION CORP., ET. AL. Plaintiff is the former Master Regional
Franchisee for the Province of Alberta. S & S Acquisition Corp. terminated
the franchise in July 1993 for breach of the Franchise Agreement. In the
statement of claim, the plaintiff seeks an interim and permanent injunction
against S & S Acquisition Corp. from carrying on any activities in the
Province of Alberta which are the same or similar to the rights granted to
the plaintiff in the Master Regional Franchise Agreement, an injunction
restraining S & S Acquisition Corp. from entering into any agreement with
defendant Showcase Marketing Services, Inc. for the rights to the Master
Regional Franchise for the Province of Alberta, a declaration that the Master
Regional Franchise Agreement of Alberta was not validly terminated and
damages for alleged breach of contract. The Court denied the plaintiffs
application for an interim injunction. S & S Acquisition Corp. is currently
defending the lawsuit.
In May 1995, S & S filed a lawsuit in the State of Utah's Third Judicial
District Court in Salt Lake County entitled S & S ACQUISITION CORP. VS. NRS
BLOCK BROS REALTY LTD., NATIONAL REAL ESTATE SERVICES, INC., AND RONALD N.
DIXON, Case Number 950903798CN. NRS Block Bros. is the parent company of
National Real Estate Service, Inc., and Ron Dixon is an individual who owns a
controlling interest in NRS Block Bros. In the Complaint, S & S alleges
breach of contract, fraud, and contractual interference. S & S seeks judgment
against the Defendants for all general and consequential damages sustained by
S & S in an amount to be determined at court but not less than $250,000, plus
attorneys' fees and costs. S & S also seeks judgment against NRS and National
for enforcement of the Agreements, and enjoining NRS and National from
contacting S & S's franchisees without S & S's prior consent, making any
disparaging statements against S & S, interfering with S & S's relations with
its franchisees. In July of 1996, S & S prevailed on a Motion for Summary
Judgement. However, an Amended Complaint was filed ten days later. Counsel
for NRS has indicated they wish to settle the matter and have asked for an
accounting between the companies regarding the various claims with the intent
of establishing final settlement figures.
In May 1995, S & S was named as defendant in a lawsuit filed in the
United States District Court's Central Division, Utah District, Case Number
2:95CV 501B. entitled NATIONAL REAL ESTATE SERVICE, INC., VS, S & S
ACQUISITION CORPORATION . As stated in Item I of this offering circular. S &
S acquired the assets of National Real Estate Service, Inc. effective
December 1994. Shortly after that date, the Plaintiff and S & S signed a
Support Service Agreement in which National Real Estate Service, Inc. agreed
to provide certain services to the U.S. National Real Estate Service
franchises. In the Complaint, the plaintiff seeks to terminate the Asset
Purchase Agreement and Service Agreement, alleging that S & S has materially
breached the Agreements. The plaintiff also seeks a full accounting and award
of damages, a request for reconveyance and injunctive relief, costs, and
attorneys' fees. S & S denies the allegations and is currently defending the
lawsuit.
In May 1995, S & S was named as defendant in a lawsuit field in the 15th
Judicial Circuit Court of Palm Beach County, Florida, Case Number CL95-3421
Al, entitled MERLE ANN PHILLIPS, KEVIN CLARKE PHIILIPS, AND MEYER KORMAN VS.
S & S ACQUISITION CORPORATION, AS SUCCESSOR TO NATIONAL REAL ESTATE SERVICE,.
INC. The Plaintiff is the National Real Estate Service Area Franchisor for
Florida. In the Complaint and Demand for Jury Trial, the plaintiff seeks a
preliminary and mandatory injunction and a permanent mandatory injunction
ordering S & S to cease and desist from combining the National Real Estate
Service program with any other competing national real estate franchise
system, and from permitting any competing area franchisor within the State of
Florida to sell real estate franchise offices. The plaintiff also requests
the court to order S & S to provide all services set forth in the Area
Franchisor Agreement, and to order S & S to remit all payments due to the
Plaintiffs under the Area Franchise Agreement. The Plaintiff also seeks
costs, attorneys' fees, and all other relief provided by the Court. S & S is
currently defending the lawsuit.
EXHIBIT I
THE SECURITIES REPRESENTED BY AND ISSUABLE UNDER THIS CERTIFICATE MAY NOT BE
OFFERED FOR SALE, SOLD, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT FILED UNDER THE SECURITIES ACT OF 1933 (THE
"ACT"), AND ALL APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN OPINION
OF SECURITIES COUNSEL FOR THE COMPANY THAT AN EXEMPTION FROM REGISTRATION
UNDER THE ACT AND ALL APPLICABLE STATE SECURITIES LAWS IS AVAILABLE THEREFOR.
NOT EXERCISABLE
PRIOR TO THE STRIKE DATE
OR AFTER 5:00 P.M., NEWPORT BEACH, CALIFORNIA, TIME,
ON THE EXPIRATION DATE
HOMELIFE, INC.
WARRANT TO PURCHASE COMMON STOCK
This is to certify that, FOR VALUE RECEIVED, S & S ACQUISITION CORP., a
New Jersey corporation ("holder"), is entitled, subject to the terms of this
Warrant, to purchase from HOMELIFE, INC., a Nevada corporation (the
"Company"), at any time or times during business hours on a day on which
banking institutions are authorized to conduct business in the City of
Newport Beach, California, on or after January 31, 1998 (the "Strike Date"),
but not after 5:00 p.m., Newport Beach, California, time, on January 31, 2002
(the "Expiration Date"), TWO HUNDRED THOUSAND (200,000) fully paid and
nonassessable shares of the Common Stock of the Company (the "Common Stock"),
at an initial purchase price of SIX AND 00/100 DOLLARS ($6.00) per share in
lawful money of the United States. The number of shares of Common Stock to be
received upon the exercise of this Warrant and the price to be paid for a
share of Common Stock may be adjusted from time to time as hereinafter set
forth. The shares of Common Stock deliverable upon such exercise, as adjusted
from time to time, are hereinafter sometimes referred to as "Warrant Shares"
and the exercise price for a share of Common Stock in effect at any time and
as adjusted from time to time is hereinafter sometimes referred to as the
"Purchase Price".
(a) EXERCISE OF WARRANT. In case the holder of this Warrant shall
exercise all or any part of the purchase right evidenced by this Warrant, the
holder shall surrender this Warrant on the Purchase Date with the Form of
Exercise at the end hereof duly executed by the holder, to the Company at the
principal office of the Company, accompanied by payment of the Purchase Price
for the number of shares specified in such Form of Exercise, together with
any applicable federal and state tax relating to such exercise. This Warrant
may be exercised only in whole.
(b) DELIVERY OF STOCK CERTIFICATES, ETC. As soon as practicable after
any exercise of this Warrant and payment of the sum payable upon such
exercise, and in any event within 10 days thereafter, the Company, at its
expense, will cause to be issued in the name of and delivered to the holder
of this Warrant, or in the name of a permitted transferee as such holder may
direct, a certificate or certificates for the number of fully paid and
nonassessable Warrant Shares (or other securities or property to which such
holder shall be entitled upon such exercise), plus, in lieu of any fractional
Warrant Shares to which such holder would otherwise be entitled, cash equal
to such fraction multiplied by the then-current fair market value ("Market
Value") of one full Warrant Share. The Market Value shall be the Closing
Price (as hereinafter defined) for one full share of Common Stock on the
business day immediately preceding the day of exercise. As used herein, the
term "Closing Price" shall mean the last sale price regular way or, in case
no sale takes place on such day, the average of the closing bid and asked
prices regular way, in either case on the principal national securities
exchange on which the Common Stock of the Company is listed or admitted to
trading, or if not listed or admitted to trading on any national securities
exchange, the average of the closing bid and asked prices on such day as
reported on the National Association of Securities Dealers Automated
Quotation System ("NASDAQ"), or if not reported on NASDAQ, as furnished by
the National Quotation Bureau, Inc., or a similar reporting organization. All
calculations with respect to the Closing Price shall be made to the nearest
cent. Issuance and delivery of the Warrant Shares deliverable on the due
exercise of this Warrant may be postponed by the Company and its transfer
agent during any period, not exceeding thirty days, for which the transfer
books of the Company for the Common Stock are closed
between (1) the record date set by the Board of Directors for the
determination of shareholders entitled to vote at or to receive notice of any
shareholders' meeting, or entitled to receive payment of any dividends or to
any allotment of rights or to exercise rights in respect of any change,
conversion or exchange of capital stock, and (2) the date of such meeting of
shareholders, the date for the payment of such dividends, the date for such
allotment of rights, or the date when any such change or conversion or
exchange of capital stock shall go into effect, as the case may be.
(c) EXCHANGE AND TRANSFER OF WARRANT. Upon surrender for exchange of
this Warrant (in negotiable form, if not surrendered by the holder named on
the face hereof) to the Company and payment of any applicable federal and
state taxes, the Company, at its expense, will issue and deliver new Warrants
of like tenor, calling in the aggregate for the same number of Warrant
Shares, in the denomination or denominations requested to or on the order of
such holder and in the name of such holder or as such holder may direct.
Until this Warrant is transferred on the books of the Company, the Company
may treat the registered holder of this Warrant as absolute owner for all
purposes without being affected by any notice to the contrary. This Warrant
may not be sold, transferred, assigned, or hypothecated other than to a
directly or indirectly wholly-owned subsidiary of the holder, or to the
shareholders of the holder upon the holder's liquidation.
(d) ANTIDILUTION PROVISIONS.
(1) ADJUSTMENT OF NUMBER OF SHARES. The number of Warrant Shares
to be received upon the exercise of this Warrant and the Purchase Price per
share to be paid shall be subject to adjustment from time to time as follows:
(A) DIVIDENDS, RECLASSIFICATIONS, ETC. In case, prior to the
expiration of this Warrant by exercise or by its terms, the Company shall at
any time issue Common Stock as a stock dividend or other distribution, or
subdivide the number of outstanding shares of Common Stock into a greater
number of shares, then, in either of such cases, the Purchase Price per share
of the Warrant Shares purchasable pursuant to this Warrant in effect at the
time of such action shall be proportionately reduced and the number of
Warrant Shares at that time purchasable pursuant to this Warrant shall be
proportionately increased; and conversely, in the event the Company shall
contract the number of outstanding shares of Common Stock by combining such
shares into a smaller number of shares, then, in such case, the Purchase
Price per share of the Warrant Shares purchasable pursuant to this Warrant in
effect at the time of such action shall be proportionately increased and the
number of Warrant Shares at that time purchasable pursuant to this Warrant
shall be proportionately decreased. If the Company shall, at any time during
the life of this Warrant, declare a dividend payable in cash on its Common
Stock and shall at substantially the same time offer to the holders of its
Common Stock a right to purchase new Common Stock from the proceeds of such
dividend or for an amount substantially equal to the dividend, all shares of
Common Stock so issued shall, for the purpose of this Warrant, be deemed to
have been issued as a stock dividend. Any dividend paid or distributed upon
the Common Stock in shares of any other class of securities convertible into
Common Stock shall be treated as a dividend paid in Common Stock to the
extent that Common Stock is issuable upon the conversion thereof.
(B) NO ADJUSTMENT FOR SMALL AMOUNTS. The Company shall not
be required to give effect to any adjustment in the Purchase Price unless and
until the net effect of one or more adjustments, determined as provided
above, shall have required a change of the Purchase Price by at least one
percent (1%) of such Purchase Price; provided, however, that any adjustments
which by reason of this Section (d)(1) are not required to be made shall be
carried forward and taken into account (together with any other adjustments
so carried forward) in any subsequent adjustment. All calculations made under
this Section (d)(1) shall be made to the nearest one cent ($.01) or to the
nearest one-hundredth (1/100) of a share, as the case may be, but in no event
shall the Company be obligated to issue fractional shares upon the exercise
of this Warrant.
(2) COMMON STOCK DEFINED. Whenever reference is made in this
Section (d) to the issue or sale of shares of Common Stock, the term "Common
Stock" shall mean the Common Stock of the Company of the class authorized as
of the date hereof and any other class of stock ranking on a parity with such
Common Stock. However, subject to the provisions of Section (e) hereof,
shares issuable upon exercise of this Warrant shall include only shares of
the class designated as Common Stock of the Company as of the date hereof.
(e) RECLASSIFICATION, REORGANIZATION, MERGER, ETC. In case, prior to
the expiration of this Warrant by exercise or by its terms, of any capital
reorganization, recapitalization, reclassification or other change of the
outstanding shares of Common Stock of the Company (other than as provided for
in Section (d)(1)(A) hereof), or in case of any consolidation, merger or
share exchange of the Company with or into any other corporation (other than
a merger or share exchange with a subsidiary in which the Company is the
continuing corporation and which does not result in any reclassification,
capital reorganization or other change of outstanding Common Stock), or in
case of any sale or conveyance to any other corporation of all or
substantially all of the properties and assets of the Company, then, and in
each such case, the Company shall cause effective provision to be made so
that the holder of this Warrant shall have the right to receive, upon the
exercise of this Warrant as provided herein, upon the consummation of such
reorganization, recapitalization, reclassification, consolidation, merger,
share exchange, sale or conveyance, the kind and amount of shares of stock or
other securities or property receivable upon such reorganization,
recapitalization, reclassification, consolidation, merger, share exchange,
sale or conveyance by a holder of the number of shares of Common Stock
issuable upon exercise of this Warrant immediately prior to such
reorganization, recapitalization, reclassification, consolidation, merger,
share exchange, sale, or conveyance. Any such provision shall include
provision for adjustments which shall be as nearly equivalent as may be
practicable to the adjustments provided for in this Warrant. A copy of such
provision shall be furnished to the holder(s) of Warrants within 10 days
after execution of the appropriate agreement pertaining to same and, in any
event, prior to any consolidation, merger, share exchange, sale or conveyance
subject to the provisions of this Section (e). The foregoing provisions of
this Section (e) shall similarly apply to successive capital reorganizations,
recapitalizations, reclassifications and changes of shares of Common Stock
and to successive consolidations, mergers, share exchanges, sales or
conveyances.
(f) DETERMINATION OF ADJUSTED PURCHASE PRICE. Upon the occurrence of
each event requiring an adjustment of the Purchase Price and of the number of
Warrant Shares purchasable pursuant to this Warrant in accordance with, and
as required by, the terms of this Warrant, the Company shall send written
notice thereof to the holder(s) of this Warrant, which notice shall state the
Purchase Price resulting from such adjustment, and any increase or decrease
in the number of Warrant Shares to be acquired upon exercise of this Warrant,
setting forth in reasonable detail the method of calculation and the facts
upon which such calculation is based. Such notice shall be conclusive and
shall be binding upon such holder unless contested by such holder by written
notice to the Company within 10 days after receipt thereof by such holder.
(g) NOTICE TO WARRANT HOLDERS. In case, prior to the expiration of
this Warrant by exercise or by its terms:
(1) The Company shall take a record of the holders of its Common
Stock for the purpose of entitling them to receive a dividend payable
otherwise than in cash at an established annual or quarterly rate, or any
other distribution in respect of the Common Stock (including cash in an
amount other than at an established annual or quarterly rate), pursuant to,
without limitation, any spinoff, split-off or distribution of the Company's
assets; or
(2) The Company shall take a record of the holders of its Common
Stock for the purpose of entitling them to subscribe for or purchase any
shares of any class or to receive any other rights; or
(3) Of any classification, reclassification, or other reorganization of
the capital stock of the Company, consolidation, merger, or share exchange of
the Company with or into another corporation or conveyance of all or
substantially all of the assets of the Company; or
(4) Of the voluntary or involuntary dissolution, liquidation or
winding up of the Company;
then, and in any such case, the Company shall mail to the holder of this
Warrant, at least 10 days prior to such record date, a notice stating the
date or expected date on which a record is to be taken for the purpose of
such dividend, distribution, or rights, or the date on which such
classification, reclassification, reorganization, consolidation, merger,
share exchange, conveyance, dissolution, liquidation or winding up is to take
place, as the case-may be.
(h) LIQUIDATION AND DISSOLUTION. In case the Company, at any time
while this Warrant or any part hereof shall remain unexpired or unexercised,
shall sell all or substantially all of its property or dissolve, liquidate or
wind up its affairs, the holder of this Warrant may thereafter receive upon
exercise hereof in lieu of each share of Common Stock
of the Company which such holder would have been entitled to receive, the
same kind and amount of any securities or assets as may be issuable,
distributable or payable upon any such sale, dissolution, liquidation or
winding up with respect to each share of Common Stock of the Company.
(i) RESERVATION OF SHARES. The Company will reserve and have at all
times available sufficient Shares deliverable against the due exercise of
this Warrant to satisfy the rights and privileges contained herein.
(j) EXPIRATION. The right to exercise this Warrant shall expire after
5:00 pm., Murrieta, California, time, on the Expiration Date, and, except as
otherwise expressly provided herein, no rights herein given to the holder of
this Warrant shall exist thereafter.
(k) WARRANT HOLDER NOT DEEMED A SHAREHOLDER. No holder, as such, of
this Warrant shall be entitled to vote or receive dividends or be deemed the
holder of shares of the Company for any purpose, nor shall anything contained
in this Warrant be construed to confer upon the holder hereof, as such, any
of the rights of a shareholder of the Company or any right to vote, give or
withhold consent to any corporate action (whether any organization, issue of
stock, reclassification of stock, consolidation, merger, conveyance or
otherwise), receive notice of meetings, receive dividends or subscription
rights, or otherwise, prior to the issuance of record to the holder of this
Warrant of the Shares which he is then entitled to receive upon the due
exercise of this Warrant.
(1) NO LIMITATION ON CORPORATE ACTION. No provisions of this Warrant
and no right or option granted or conferred hereunder shall in any way limit,
affect or abridge the exercise by the Company of any of its corporate rights
or powers to recapitalize, amend its Articles of Incorporation, reorganize,
consolidate or merge with or into another corporation, or to transfer all or
any part of its property or assets, or the exercise of any other of its
corporate rights and powers.
(m) NOTICES. All communications hereunder shall be in writing and
shall be deemed duly given when delivered personally or three days after
being mailed by first class mail, postage prepaid, properly addressed, if to
the Company, HomeLife, Inc., at 4100 Newport Place, Suite 730, Newport Beach,
California 92660, Attention: Chairman, or if to the holder hereof, S & S
Acquisition Corp., 102 West 500 South, Suite 600, Salt Lake City, Utah 84101
Attention: Meredith Price. The Company or the holder hereof may change such
address at any time or times by notice hereunder to the other.
(n) GOVERNING LAW. This Warrant shall be governed by and construed in
accordance with the laws of the State of California, without giving effect to
principles of conflicts of laws.
Dated: January 16, 1997
HOMELIFE, INC.
By: /s/ Andrew Cimerman
-----------------------
Andrew Cimerman
Its: Chairman