STOCK EXCHANGE AGREEMENT
Agreement dated as of February 22, 2000 between Payforview.com Corp., a
Nevada corporation ("PAYV"), on the one hand, and MRC Legal Services Corporation
("MRC" or the "Shareholder"), on the other hand.
1. THE ACQUISITION.
1.1_ Purchase and Sale Subject to the Terms and Conditions of this
Agreement. At the Closing to be held as provided in Section 2, PAYV shall sell
the PAYV Shares (defined below) to the Shareholder and the Shareholder shall
purchase the PAYV Shares from PAYV, free and clear of all Encumbrances other
than restrictions imposed by Federal and State securities laws.
1.2 Purchase Price. PAYV will exchange 335,000 shares of its
restricted common stock (the "PAYV Shares") for 8,250,000 shares of MAS
Acquisition XVI Corp. ("MAS XVI"), representing approximately 96.8% of the
issued and outstanding common shares of MAS XVI (the "MAS XVI Shares").
Immediately after the Closing, the Shareholder will cause MAS XVI to complete a
reverse stock split (the "Reverse Stock Split") previously approved by the
directors of MAS XVI which will result in the remaining 269,900 shares of MAS
XVI being cashed out by the Shareholder at no additional cost to PAYV.
Immediately subsequent to the Reverse Stock Split, PAYV shall be the sole
shareholder of MAS XVI with 1,000 shares issued and outstanding. The PAYV
Shares shall be issued and delivered to the Shareholder or assigns as set forth
in Exhibit "A" hereto.
2. THE CLOSING.
2.1 Place and Time. The closing of the sale and exchange of the PAYV
Shares for the MAS XVI Shares (the "Closing") shall take place at Cutler Law
Group, 610 Newport Center Drive, Suite 800, Newport Beach, CA 92660 no later
than the close of business (Orange County California time) on or before February
28, 2000 or at such other place, date and time as the parties may agree in
writing.
2.2 Deliveries by the Shareholders. At the Closing, the Shareholder
shall deliver the following to PAYV:
1. Certificates representing the MAS XVI Shares, duly endorsed for transfer
to PAYV and accompanied by appropriate medallion guaranteed stock powers; the
Shareholder shall immediately change those certificates for, and to deliver to
PAYV at the Closing, a certificate representing the MAS XVI Shares registered in
the name of PAYV (without any legend or other reference to any Encumbrance other
than appropriate federal securities law limitations).
2. The documents contemplated by Section 3.
1.
3. All other documents, instruments and writings required by this Agreement
to be delivered by the Shareholder at the Closing and any other documents or
records relating to MAS XVI's business reasonably requested by PAYV in
connection with this Agreement.
2.3 Deliveries by PAYV. At the Closing, PAYV shall deliver the
following to the Shareholder:
a. The PAYV Shares for further delivery to the Shareholder or assigns as
contemplated by section 1.
2. The documents contemplated by Section 4.
3. All other documents, instruments and writings required by this Agreement
to be delivered by PAYV at the Closing.
3. CONDITIONS TO PAYV'S OBLIGATIONS.
The obligations of PAYV to effect the Closing shall be subject to the
satisfaction at or prior to the Closing of the following conditions, any one or
more of which may be waived by PAYV:
3.1 No Injunction. There shall not be in effect any injunction, order
or decree of a court of competent jurisdiction that prevents the consummation of
the transactions contemplated by this Agreement, that prohibits PAYV's
acquisition of the MAS XVI Shares or the PAYV Shares or that will require any
divestiture as a result of PAYV's acquisition of the MAS XVI Shares or that will
require all or any part of the business of PAYV to be held separate and no
litigation or proceedings seeking the issuance of such an injunction, order or
decree or seeking to impose substantial penalties on PAYV or MAS XVI if this
Agreement is consummated shall be pending.
3.2 Representations, Warranties and Agreements. (a) The
representations and warranties of the Shareholder set forth in this Agreement
shall be true and complete in all material respects as of the Closing Date as
though made at such time, and (b) the Shareholder shall have performed and
complied in all material respects with the agreements contained in this
Agreement required to be performed and complied with by it at or prior to the
Closing.
3.3 Regulatory Approvals. All licenses, authorizations, consents,
orders and regulatory approvals of Governmental Bodies necessary for the
consummation of PAYV's acquisition of the MAS XVI Shares shall have been
obtained and shall be in full force and effect.
3.4 Resignations of Director. Effective on the Closing Date, all of
officers and directors shall have resigned as an officer, director and employee
of MAS XVI.
4. CONDITIONS TO THE SHAREHOLDER'S OBLIGATIONS.
The obligations of the Shareholder to effect the Closing shall be subject
to the satisfaction at or prior to the Closing of the following conditions, any
one or more of which may be waived by the Shareholder:
4.1 No Injunction. There shall not be in effect any injunction, order
or decree of a court of competent jurisdiction that prevents the consummation of
the transactions contemplated by this Agreement, that prohibits PAYV's
acquisition of the MAS XVI Shares or the Shareholder's acquisition of the PAYV
Shares or that will require any divestiture as a result of PAYV's acquisition of
the Shares or the Shareholder's acquisition of the PAYV Shares or that will
require all or any part of the business of PAYV or MAS XVI to be held separate
and no litigation or proceedings seeking the issuance of such an injunction,
order or decree or seeking to impose substantial penalties on PAYV or MAS XVI if
this Agreement is consummated shall be pending.
4.2 Representations, Warranties and Agreements. (a) The
representations and warranties of PAYV set forth in this Agreement shall be true
and complete in all material respects as of the Closing Date as though made at
such time, and (b) PAYV shall have performed and complied in all material
respects with the agreements contained in this Agreement required to be
performed and complied with by it at or prior to the Closing.
4.3 Regulatory Approvals. All licenses, authorizations, consents,
orders and regulatory approvals of Governmental Bodies necessary for the
consummation of PAYV's acquisition of the MAS XVI Shares and the Shareholder's
acquisition of the PAYV Shares shall have been obtained and shall be in full
force and effect.
5. REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDER.
The Shareholder represents and warrants to PAYV that, to the Knowledge of
the Shareholder, and except as set forth in an MAS XVI Disclosure Letter:
5.1 Authorization. The Shareholder is a corporation duly organized,
validly existing and in good standing under the laws of the state of California.
This Agreement constitutes a valid and binding obligation of the Shareholder,
enforceable against it in accordance with its terms.
5.2 Capitalization. The authorized capital stock of MAS XVI consists
of 80,000,000 authorized shares of stock, par value $.001, and 20,000,000
preferred shares, par value $.001, of which 8,519,900 common shares are
presently issued and outstanding. No shares have been registered under state or
federal securities laws. As of the Closing Date there will not be outstanding
any warrants, options or other agreements on the part of MAS XVI obligating MAS
XVI to issue any additional shares of common or preferred stock or any of its
securities of any kind.
5.3 Ownership of MAS XVI Shares. The delivery of certificates to PAYV
provided in Section 2.2 will result in PAYV's immediate acquisition of record
and beneficial ownership of the MAS XVI Shares, free and clear of all
Encumbrances subject to applicable State and Federal securities laws.
5.4 Consents and Approvals of Governmental Authorities. Except with
respect to applicable State and Federal securities laws, no consent, approval or
authorization of, or declaration, filing or registration with, any Governmental
Body is required to be made or obtained by MAS XVI or PAYV or any of its
Subsidiaries in connection with the execution, delivery and performance of this
Agreement by MAS XVI or the consummation of the sale of the MAS XVI Shares to
PAYV.
5.5 Financial Statements. MAS XVI has delivered to PAYV the
consolidated balance sheet of MAS XVI as at June 30, 1998 and June 30, 1999,
and statements of income and changes in financial position for the fiscal years
then ended and the period from inception to the period then ended, together with
the report thereon of MAS XVI's independent accountant (the "MAS XVI Financial
Statements"). The MAS XVI Financial Statements are accurate and complete in
accordance with generally accepted accounting principles. The independent
accountants for MAS XVI will furnish any and all work papers required by PAYV
and will sign any and all consents required to be signed to include the
financial statements of PAYV in any subsequent filing by PAYV.
5.6 Litigation. There is no action, suit, inquiry, proceeding or
investigation by or before any court or Governmental Body pending or threatened
in writing against or involving MAS XVI which is likely to have a material
adverse effect on the business or financial condition of MAS XVI, PAYV and any
of their Subsidiaries, taken as whole, or which would require a payment by MAS
XVI in excess of $2,000 in the aggregate or which questions or challenges the
validity of this Agreement. MAS XVI is not subject to any judgment, order or
decree that is likely to have a material adverse effect on the business or
financial condition of MAS XVI, PAYV or any of their Subsidiaries, taken as a
whole, or which would require a payment by MAS XVI in excess of $2,000 in the
aggregate.
5.7 Absence of Certain Changes. Since the date of the MAS XVI Financial
Statements, MAS XVI has not:
1. suffered the damage or destruction of any of its properties or assets
(whether or not covered by insurance) which is materially adverse to the
business or financial condition of MAS XVI or made any disposition of any of
its material properties or assets other than in the ordinary course of business;
2. made any change or amendment in its certificate of incorporation or
by-laws, or other governing instruments;
3. issued or sold any Equity Securities or other securities, acquired,
directly or indirectly, by redemption or otherwise, any such Equity Securities,
reclassified, split-up or otherwise changed any such Equity Security, or granted
or entered into any options, warrants, calls or commitments of any kind with
respect thereto;
4. organized any new Subsidiary or acquired any Equity Securities of any
Person or any equity or ownership interest in any business;
5. borrowed any funds or incurred, or assumed or become subject to, whether
directly or by way of guarantee or otherwise, any obligation or liability with
respect to any such indebtedness for borrowed money;
6. paid, discharged or satisfied any material claim, liability or obligation
(absolute, accrued, contingent or otherwise), other than in the ordinary course
of business;
7. prepaid any material obligation having a maturity of more than 90 days
from the date such obligation was issued or incurred;
8. canceled any material debts or waived any material claims or rights,
except in the ordinary course of business;
9. disposed of or permitted to lapse any rights to the use of any material
patent or registered trademark or copyright or other intellectual property owned
or used by it;
10. granted any general increase in the compensation of officers or
employees (including any such increase pursuant to any employee benefit plan);
11. purchased or entered into any contract or commitment to purchase any
material quantity of raw materials or supplies, or sold or entered into any
contract or commitment to sell any material quantity of property or assets,
except (i) normal contracts or commitments for the purchase of, and normal
purchases of, raw materials or supplies, made in the ordinary course business,
(ii) normal contracts or commitments for the sale of, and normal sales of,
inventory in the ordinary course of business, and (iii) other contracts,
commitments, purchases or sales in the ordinary course of business;
12. made any capital expenditures or additions to property, plant or
equipment or acquired any other property or assets (other than raw materials and
supplies) at a cost in excess of $100,000 in the aggregate;
13. written off or been required to write off any notes or accounts
receivable in an aggregate amount in excess of $2,000;
14. written down or been required to write down any inventory in an
aggregate amount in excess of $ 2,000;
1.
15. entered into any collective bargaining or union contract or agreement;
or
16. other than the ordinary course of business, incurred any liability
required by generally accepted accounting principles to be reflected on a
balance sheet and material to the business or financial condition of MAS XVI.
5.8 No Material Adverse Change. Since the date of the MAS XVI Financial
Statements, there has not been any material adverse change in the business or
financial condition of MAS XVI.
5.9 Brokers or Finders. Other than James Stubler, the Shareholder has
not employed any broker or finder or incurred any liability for any brokerage or
finder's fees or commissions or similar payments in connection with the sale of
the MAS XVI Shares to PAYV.
6. REPRESENTATIONS AND WARRANTIES OF PAYV.
PAYV represents and warrants to the Shareholder that, to the Knowledge of
PAYV (which limitation shall not apply to Section 6.3). Such representations
and warranties shall survive the Closing for a period of two years.
6.1 Organization of PAYV; Authorization. PAYV is a corporation duly
organized, validly existing and in good standing under the laws of Nevada with
full corporate power and authority to execute and deliver this Agreement and to
perform its obligations hereunder. The execution, delivery and performance of
this Agreement have been duly authorized by all necessary corporate action of
PAYV and this Agreement constitutes a valid and binding obligation of PAYV;
enforceable against it in accordance with its terms.
6.2 Capitalization. The authorized capital stock of PAYV consists of
100,000,000 shares of common stock, par value $0.0001 per share, and no shares
of preferred stock. As of the date of this Agreement, PAYV had 48,112,847
shares of common stock issued and outstanding, and no shares of Preferred Stock
issued and outstanding. As of the Closing Date, all of the issued and
outstanding shares of common stock of PAYV are validly issued, fully paid and
non-assessable. The Common Stock of PAYV is presently listed and trading on the
Nasdaq Over-the-Counter Bulletin Board under the symbol "PAYVE."
6.3 Ownership of PAYV Shares. The delivery of certificates to MAS XVI
provided in Section 2.3 will result in the Shareholder or assigns immediate
acquisition of record and beneficial ownership of the PAYV Shares, free and
clear of all Encumbrances other than as required by Federal and State securities
laws.
6.4 No Conflict as to PAYV and Subsidiaries. Neither the execution and
delivery of this Agreement nor the consummation of the sale of the PAYV Shares
to the Shareholders will (a) violate any provision of the certificate of
incorporation or by-laws (or other governing instrument) of PAYV or any of its
Subsidiaries or (b) violate, or be in conflict with, or constitute a default (or
an event which, with notice or lapse of time or both, would constitute a
default) under, or result in the termination of, or accelerate the performance
required by, or excuse performance by any Person of any of its obligations
under, or cause the acceleration of the maturity of any debt or obligation
pursuant to, or result in the creation or imposition of any Encumbrance upon any
property or assets of PAYV or any of its Subsidiaries under, any material
agreement or commitment to which PAYV or any of its Subsidiaries is a party or
by which any of their respective property or assets is bound, or to which any of
the property or assets of PAYV or any of its Subsidiaries is subject, or (c)
violate any statute or law or any judgment, decree, order, regulation or rule of
any court or other Governmental Body applicable to PAYV or any of its
Subsidiaries except, in the case of violations, conflicts, defaults,
terminations, accelerations or Encumbrances described in clause (b) of this
Section 6.4, for such matters which are not likely to have a material adverse
effect on the business or financial condition of PAYV and its Subsidiaries,
taken as a whole.
6.5 Consents and Approvals of Governmental Authorities. No consent,
approval or authorization of, or declaration, filing or registration with, any
Governmental Body is required to be made or obtained by PAYV or any of either of
their Subsidiaries in connection with the execution, delivery and performance of
this Agreement by PAYV or the consummation of the sale of the PAYV Shares to the
Shareholders.
6.6 Other Consents. No consent of any Person is required to be obtained
by MAS XVI or PAYV to the execution, delivery and performance of this Agreement
or the consummation of the sale of the PAYV Shares to the Shareholders,
including, but not limited to, consents from parties to leases or other
agreements or commitments, except for any consent which the failure to obtain
would not be likely to have a material adverse effect on the business and
financial condition of MAS XVI or PAYV.
6.7 Financial Statements. Prior to closing, PAYV shall have delivered
to the Shareholder consolidated balance sheets of PAYV and its Subsidiaries as
at December 31, 1998 and September 30, 1999, and statements of income and
changes in financial position for each of the periods then ended, together with
the report thereon of PAYV's independent accountant (the "PAYV Financial
Statements"). Such PAYV Financial Statements and notes fairly present the
consolidated financial condition and results of operations of PAYV and its
Subsidiaries as at the respective dates thereof and for the periods therein
referred to, all in accordance with generally accepted United States accounting
principles consistently applied throughout the periods involved, except as set
forth in the notes thereto, and shall be utilizable in any SEC filing in
compliance with Rule 310 of Regulation S-B promulgated under the Securities Act.
6.8 Brokers or Finders. Other than M. Richard Cutler, Brian Lebrecht,
Vi Bui, James Stubler and Samuel Eisenberg, PAYV has not employed any broker or
finder or incurred any liability for any brokerage or finder's fees or
commissions or similar payments in connection with the sale of the PAYV Shares
to the Shareholders.
6.9 Purchase for Investment. PAYV is purchasing the MAS XVI Shares
solely for its own account for the purpose of investment and not with a view to,
or for sale in connection with, any distribution of any portion thereof in
violation of any applicable securities law.
7. Access and Reporting; Filings With Governmental Authorities; Other
Covenants.
7.1 Access Between the date of this Agreement and the Closing Date.
Each of the Shareholder and PAYV shall (a) give to the other and its authorized
representatives reasonable access to all plants, offices, warehouse and other
facilities and properties of MAS XVI or PAYV, as the case may be, and to its
books and records, (b) permit the other to make inspections thereof, and (c)
cause its officers and its advisors to furnish the other with such financial and
operating data and other information with respect to the business and properties
of such party and its Subsidiaries and to discuss with such and its authorized
representatives its affairs and those of its Subsidiaries, all as the other may
from time to time reasonably request.
7.2 Regulatory Matters. The Shareholder and PAYV shall (a) file with
applicable regulatory authorities any applications and related documents
required to be filed by them in order to consummate the contemplated transaction
and (b) cooperate with each other as they may reasonably request in connection
with the foregoing.
8. CONDUCT OF MAS XVI'S BUSINESS PRIOR TO THE CLOSING. The Shareholder
shall use its best efforts to ensure the following:
8.1 Operation in Ordinary Course. Between the date of this Agreement
and the Closing Date, MAS XVI shall cause conduct its businesses in all material
respects in the ordinary course.
8.2 Business Organization. Between the date of this Agreement and the
Closing Date, MAS XVI shall (a) preserve substantially intact the business
organization of MAS XVI; and (b) preserve in all material respects the present
business relationships and good will of MAS XVI.
8.3 Corporate Organization. Between the date of this Agreement and the
Closing Date, MAS XVI shall not cause or permit any amendment of its certificate
of incorporation or by-laws (or other governing instrument) and shall not:
1. issue, sell or otherwise dispose of any of its Equity Securities, or
create, sell or otherwise dispose of any options, rights, conversion rights or
other agreements or commitments of any kind relating to the issuance, sale or
disposition of any of its Equity Securities;
2. create or suffer to be created any Encumbrance thereon, or create, sell
or otherwise dispose of any options, rights, conversion rights or other
agreements or commitments of any kind relating to the sale or disposition of any
Equity Securities;
3. reclassify, split up or otherwise change any of its Equity Securities;
1.
d. be party to any merger, consolidation or other business combination;
4. sell, lease, license or otherwise dispose of any of its properties or
assets (including, but not limited to rights with respect to patents and
registered trademarks and copyrights or other proprietary rights), in an amount
which is material to the business or financial condition of MAS XVI except in
the ordinary course of business; or
5. organize any new Subsidiary or acquire any Equity Securities of any
Person or any equity or ownership interest in any business.
8.4 Other Restrictions. Between the date of this Agreement and the
Closing Date, MAS XVI shall not:
1. borrow any funds or otherwise become subject to, whether directly or by
way of guarantee or otherwise, any indebtedness for borrowed money;
2. create any material Encumbrance on any of its material properties or
assets;
3. increase in any manner the compensation of any director or officer or
increase in any manner the compensation of any class of employees;
4. create or materially modify any material bonus, deferred compensation,
pension, profit sharing, retirement, insurance, stock purchase, stock option, or
other fringe benefit plan, arrangement or practice or any other employee benefit
plan (as defined in section 3(3) of ERISA);
5. make any capital expenditure or acquire any property or assets;
6. enter into any agreement that materially restricts PAYV, MAS XVI or any
of their Subsidiaries from carrying on business;
7. pay, discharge or satisfy any material claim, liability or obligation,
absolute, accrued, contingent or otherwise, other than the payment, discharge or
satisfaction in the ordinary course of business of liabilities or obligations
reflected in the MAS XVI Financial Statements or incurred in the ordinary course
of business and consistent with past practice since the date of the MAS XVI
Financial Statements; or
8. cancel any material debts or waive any material claims or rights.
9. DEFINITIONS.
As used in this Agreement, the following terms have the meanings specified
or referred to in this Section 9.
9.1 "Business Day" C Any day that is not a Saturday or Sunday or a day
on which banks located in the City of New York are authorized or required to be
closed.
9.2 "Code" C The Internal Revenue Code of 1986, as amended.
9.3 "Encumbrances" C Any security interest, mortgage, lien, charge,
adverse claim or restriction of any kind, including, but not limited to, any
restriction on the use, voting, transfer, receipt of income or other exercise of
any attributes of ownership, other than a restriction on transfer arising under
Federal or state securities laws.
9.4 "Equity Securities" C See Rule 3aB11B1 under the Securities
Exchange Act of 1934.
9.5 "ERISA" C The Employee Retirement Income Security Act of 1974, as
amended.
9.6 "Governmental Body" C Any domestic or foreign national, state or
municipal or other local government or multi-national body (including, but not
limited to, the European Economic Community), any subdivision, agency,
commission or authority thereof.
9.7 "Knowledge" C Actual knowledge, after reasonable investigation.
9.8 "Person" C Any individual, corporation, partnership, joint venture,
trust, association, unincorporated organization, other entity, or Governmental
Body.
9.9 "Subsidiary" C With respect to any Person, any corporation of which
securities having the power to elect a majority of that corporation's Board of
Directors (other than securities having that power only upon the happening of a
contingency that has not occurred) are held by such Person or one or more of its
Subsidiaries.
10. TERMINATION.
10.1 Termination. This Agreement may be terminated before the Closing
occurs only as follows:
1. By written agreement of the Shareholder and PAYV at any time.
2. By PAYV, by notice to the Shareholders at any time, if one or more of the
conditions specified in Section 3 is not satisfied at the time at which the
Closing (as it may be deferred pursuant to Section 2.1) would otherwise occur or
if satisfaction of such a condition is or becomes impossible.
3. By the Shareholder, by notice to PAYV at any time, if one or more of the
conditions specified in Section 4 is not satisfied at the time at which the
Closing (as it may be deferred pursuant to Section 2.1), would otherwise occur
of if satisfaction of such a condition is or becomes impossible.
4. By either the Shareholders or PAYV, by notice to the other at any time
after February 28, 2000, if the transaction has not been completed.
10.2 Effect of Termination. If this Agreement is terminated pursuant to
Section 10.1, this Agreement shall terminate without any liability or further
obligation of any party to another.
13. NOTICES. All notices, consents, assignments and other communications
under this Agreement shall be in writing and shall be deemed to have been duly
given when (a) delivered by hand, (b) sent by telex or facsimile (with receipt
confirmed), provided that a copy is mailed by registered mail, return receipt
requested, or (c) received by the delivery service (receipt requested), in each
case to the appropriate addresses, telex numbers and facsimile numbers set forth
below (or to such other addresses, telex numbers and facsimile numbers as a
party may designate as to itself by notice to the other parties).
(a) If to PAYV:
Payforview.com Corp.
1055 W. Hastings, Suite 300
Vancouver, BC V6E 2E9
Attn: Marc Pitcher
Facsimile (212) 605-0151
Copy to:
Dieterich and Associates
11300 W. Olympic Blvd., Suite 800
Los Angeles, CA 90064
Attn: Chris Dieterich
Facsimile (310) 312-6680
(b) If to the Shareholder:
c/o Cutler Law Group
610 Newport Center Drive, Suite 800
Newport Beach, CA 92660
Facsimile No.: (949) 719-1988
Attention: M. Richard Cutler, Esq.
14. MISCELLANEOUS.
14.2 Expenses. Each party shall bear its own expenses incident to the
preparation, negotiation, execution and delivery of this Agreement and the
performance of its obligations hereunder.
14.3 Captions. The captions in this Agreement are for convenience of
reference only and shall not be given any effect in the interpretation of this
agreement.
14.4 No Waiver. The failure of a party to insist upon strict adherence to
any term of this Agreement on any occasion shall not be considered a waiver or
deprive that party of the right thereafter to insist upon strict adherence to
that term or any other term of this Agreement. Any waiver must be in writing.
14.5 Exclusive Agreement; Amendment. This Agreement supersedes all prior
agreements among the parties with respect to its subject matter with respect
thereto and cannot be changed or terminated orally.
14.6 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be considered an original, but all of which
together shall constitute the same instrument.
14.7 Governing Law, Venue. This Agreement and (unless otherwise provided)
all amendments hereof and waivers and consents hereunder shall be governed by
the internal law of the State of California, without regard to the conflicts of
law principles thereof. Venue for any cause of action brought to enforce any
part of this Agreement shall be in Orange County, California.
14.8 Binding Effect. This Agreement shall inure to the benefit of and be
binding upon the parties hereto and their respective successors and assigns,
provided that neither party may assign its rights hereunder without the consent
of the other, provided that, after the Closing, no consent of MAS XVI or the
Shareholder shall be needed in connection with any merger or consolidation of
PAYV with or into another entity.
IN WITNESS WHEREOF, the corporate parties hereto have caused this Agreement
to be executed by their respective offi-cers, hereunto duly authorized, and
entered into as of the date first above written.
PAYFORVIEW.COM CORP
a Nevada corporation
/s/ Marc Pitcher
____________________________________________________
By: Marc Pitcher, President
MRC LEGAL SERVICES CORPORATION
/s/ M. Richard Cutler
____________________________________________________
By: M. Richard Cutler, President
EXHIBIT A
MAS XVI SHAREHOLDER AND ASSIGNS
Shareholder PAYV Shares to be Issued
- ----------- ----------------------------
MRC Legal Services LLC 148,200
Brian A. Lebrecht 45,600
Vi Bui 34,200
MAS Capital Inc. 50,000
James Stubler 28,500
Portfolio investment Strategies Corp. 28,500
TOTAL 335,000
[Please note that Portfolio investment Strategies Corp. is a lower case "i"]