As filed with the Securities and Exchange Commission on December 20, 2002
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 22, 2002
KNOWLEDGEMAX, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-29974 52-2151837
(State of other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation) Identification No.)
7900 Westpark Drive, Suite T-300
McLean, Virginia 22102
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (703) 893-1800
(Former name or former address, if changed since last report)
______________________
KNOWLEDGEMAX, INC.
INDEX
Information to be Included in the Report Page
Item 2. Acquisition or Disposition of Assets......................1
Item 5. Other Events..............................................2
Item 7. Exhibits..................................................4
Signatures................................................................4
Exhibit Index.............................................................5
ii
Item 2. Acquisition or Disposition of Assets
Disposal of Chalk Media Shares
On November 22, 2002, Knowledgemax, Inc. (the "Company")
entered into a Share Purchase Agreement to sell 10,951,924 common
shares of Chalk Media Corp, its entire remaining interest in
Chalk Media to 9151 Investments Ltd., for $100,000 US. 9151
Investments is a British Columbia Company established by Grant
Sutherland to acquire the Chalk Media shares.
The sale also released the 5,500,000 shares of
Knowledgemax, Inc. stock, owned by Grant Sutherland and James
Speros shares, which were held in escrow.
The Company received the funds and fully expended all of
the proceeds to satisfy current debts and obligations. The
Company continues to seek additional financing to fund its debts
and obligations.
The Board of Directors of the Company unanimously approved
the sale of the Chalk shares.
BACKGROUND
To facilitate the satisfaction of a closing condition of
the Merger Agreement by and between Knowledgemax, Inc. (formerly
Sideware, Systems, Inc or "Sideware") and Knowledgemax Learning
Corp. ("Old Knowledgemax") to raise a minimum of $2,000,000 (US)
through the disposition of some or all of its interest in The
Chalk Group, on March 27, 2002, Sideware Systems Inc. entered
into a series of agreements in order to facilitate the sale of
its interest in The Chalk Group to a group of investors including
Grant Sutherland, a former director and Sideware's largest
stockholder. These agreements were as follows:
Sideware exercised its right to acquire 200,000 common
shares of Chalk.com Network (Holding) Corporation ("Chalk.com"),
the parent company of The Chalk Group, in accordance with and
subject to the provisions of Sideware's Special Warrant
Certificate. This increased Sideware's ownership in Chalk.com to
21,925,050 common shares.
In March 2002, the Company established a wholly owned
subsidiary, SYD Enterprises Ltd. ("SYD"). The Company exchanged
its ownership interest in Chalk.Com, consisting of 21,925,050
common shares, for all the common shares of SYD.
In March 2002, Chalk.Com established Chalk Media Corp. as
the new parent company for Chalk.Com and its wholly owned
subsidiaries. SYD then exchanged all of its ownership in
Chalk.Com for an equal number of common shares of Chalk Media
plus an additional 500,000 non-transferable share purchase
warrants which entitle SYD to purchase one Chalk Media common
share for $0.25 up to July 20, 2003.
In March 2002, Chalk Media received $301,026 from a Company
1
shareholder and former director in exchange for common shares of
Chalk Media to be determined at a later date. These funds were
used, pursuant to a share repurchase agreement, to repurchase
3,300,000 common shares of Chalk Media at a price of $0.09122 per
share from SYD. Under the terms of the repurchase agreement,
Chalk Media has the option to repurchase any or all of the
remaining 18,625,050 Chalk Media common shares from SYD at a
price of $0.09122 per share until July 31, 2002.
On May 8, 2002, the Company entered into a Waiver
Agreement, which provided for the additional funding and sale of
SYD's holdings in Chalk Media, and for the closing of the
proposed merger of the Company and Old Knowledgemax.
In connection with the closing of the merger, on May 8,
2002, Chalk Media received $250,000 to purchase 2,740,627 common
shares of Chalk Media at a price of $0.09122 per share from SYD.
Further, in connection with the closing of the merger,
Chalk Media effected the repurchase of an additional 4,933,129 of
its common shares by placing in escrow an additional $450,000,
such funds to be released from escrow to New KnowledgeMax within
two business days following the closing of the merger. After
giving effect to this repurchase, New KnowledgeMax continues to
own 10,951,294 common shares of Chalk Media stock, representing a
fully diluted ownership interest of 27.60%. Simultaneously,
Messrs. Speros and Sutherland have deposited into escrow an
aggregate of 5,500,000 shares of New KnowledgeMax common stock.
Chalk Media maintained the right to repurchase the
remaining shares of Chalk Media common stock held by New
KnowledgeMax for $0.09122 per common share until July 31, 2002.
The Company entered into an agreement with Grant
Southerland to sell the remaining assets of Chalk. With the
completion of the last remaining shares of Chalk concluded, the
Company has completed all obligations toward that agreement and
all liabilities from Southerland and Johnson.
Item 5. Other Events
PRELIMINARY RESULTS FOR THE PERIOD ENDED SEPTEMBER 30, 2002
At the current time, the Company is working with its
outside auditors to complete the review of the financial
statements for the quarter ended June 30, 2002, as noted in the
Form 10-Q filed on September 23, 2002, and the quarter ended
September 30, 2002.
Management's estimate of the net loss for the three months
and nine months ended September 30, 2002 is approximately
$960,000, and $3,000,000, respectively.
The Company has experienced continuing operating losses and
negative cash flows from operations since its inception, has
working capital and stockholders' deficiencies and has been
unable to repay certain obligations when due.
2
The Company is currently in default of some of its debt
agreements and does not have sufficient liquidity to pay all of
its current debts. Debt holders include employees, management,
venders, suppliers and various financial organizations.
While the debt holders have not initiated default
proceedings as of the date of this filing, they have the right
and ability to proceed with all rights and remedies available
under the debt agreements, including but not limited to
attachment of Company assets, including cash balances, accounts
receivable and fixed assets.
The Company is negotiating with its debt holders and
vendors, and is working with employees to pay past salaries with
available funds or to negotiate a conversion to equity provided
the employee qualifies under SEC rules and regulations. The
Company is also negotiating and working with new funding sources
and potential investors to raise capital to improve operations
and reduce debt. The Company is also considering various
strategies to sell or merge the Company.
As of September 30, 2002, the Company held $26,620 in cash
and cash equivalents compared to $80,633 at December 31, 2001.
Working capital (defined as current assets less current
liabilities) at September 30, 2002 was a deficit of $2,900,941
compared to a deficit of $1,199,804 at December 31, 2001. The
decrease in working capital is attributable to the Company's
substantial debt, including increased balances due to vendors and
employees.
As of September 30, 2002, the Company had receivables of
approximately $180,000.
The Company is focusing efforts to raise capital through
debt instruments or equity funding to continue to fund its
operations and satisfy its obligations; however, there can be no
assurances that these efforts will be successful.
In the event sufficient additional funding is not received,
the Company may cease operations immediately, and/or be forced to
pursue other alternatives, which could include the sale of
assets, bankruptcy or liquidation.
INCREASE IN LINE OF CREDIT
On December 11, 2002, the Company executed an agreement
with Crosshill Georgetown Capital Partners to increase its line
of credit from $800,000 to $1,000,000 (at the same interest rate
of 10%) and to extend the credit line due date from January 31,
2003 until June 30, 2003. The Company used an additional
$100,000 of funds available under the line bringing the
outstanding principal balance to $900,000. The Company is
required to raise additional capital in order to extend the
credit line further. The line was previously secured under a
junior security agreement by all of the assets of the Company.
The agreement also calls for the issuance of up to
15,000,000 warrants to purchase the Company's common stock at
$0.01 (one cent) per share that will replace the previous warrant
amounts, terms and conditions. In the event the line is not
repaid on the due date of June 30, 2003, an additional 500,000
warrants per month (a reduction of 200,000 warrants from the
3
previous agreement) are due at the average of the previous 5 days
trading price.
NOTIFICATION OF TERMINATION OF REPRESENTATION BY ATTORNEYS
On November 22, 2002, the Company received notification
from the law firm Cooley Godward LLP, terminating their
representation of the Company. The Company is pursuing other
legal counsel.
Item 7. Exhibits
(c) EXHIBITS.
3.3 Share Purchase Agreement Dated November 22, 2002
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
KNOWLEDGEMAX, INC.
(Registrant)
Dated: December 20, 2002 By: /s/ E. Linwood Pearce
--------------------------
E. Linwood Pearce
Chairman and Chief Executive Officer
4
Exhibit Index
3.3 Share Purchase Agreement Dated November 22, 2002
5
THIS SHARE PURCHASE AGREEMENT is dated the 22nd day of November, 2002,
BETWEEN:
KNOWLEDGEMAX, INC., (formerly Sideware
Systems Inc.) a corporation validly
subsisting under the laws of Delaware and
having an office at 7900 Westpark Drive,
Suite T-300, McLean, Virginia 22102
("Knowledgemax")
AND:
KNOWLEDGEMAX LEARNING, INC., (a corporation
formed upon the merger of Knowledgemax Inc.
and KM Acquisition Corp.) a corporation
validly subsisting under the laws of
Delaware and having an office at 7900
Westpark Drive, Suite T-300, McLean,
Virginia 22102
("Knowledgemax Learning")
AND:
SYD ENTERPRISES LTD. a company validly
subsisting under the laws of British
Columbia and having an office at 7900
Westpark Drive, Suite T-300, McLean,
Virginia 22102
(the "Vendor")
AND:
CHALK MEDIA CORP., a company validly
subsisting under the laws of British
Columbia and having an office at Suite 1600
- 777 Dunsmuir Street, Vancouver, British
Columbia V7Y 1K4
("Chalk Media")
AND:
GRANT SUTHERLAND businessman of Suite 1600 -
777 Dunsmuir Street, Vancouver, British
Columbia V7Y 1K4
("Sutherland")
6
AND:
JIM SPEROS, businessman of 7900 Westpark
Drive, Suite T-300, McLean, Virginia 22102
("Speros")
AND:
9151 INVESTMENTS LTD., a company validly
subsisting under the laws of British
Columbia and having an office at Suite 1600
- 777 Dunsmuir Street, Vancouver, British
Columbia V7Y 1K4
(the "Purchaser")
WHEREAS:
A. The Vendor and Knowledgemax Learning are wholly owned
subsidiaries of Knowledgemax; and
B. The Vendor is the legal and beneficial owner of
10,951,924 Common Shares of Chalk Media and by this Agreement is
selling those shares to the Purchaser.
NOW THEREFORE WITNESSETH that in consideration of the
premises and of the mutual covenants and agreements set forth
herein, the parties hereto covenant and agree as follows:
ARTICLE 1
DEFINITIONS AND INTERPRETATION
Definitions
1.01 In this Agreement, including the recitals hereto, the
following words and phrases shall have the following meanings:
(a) "Effective Date" means the effective date of this Agreement
which shall be the day and year first above written;
(b) "Income Tax Act" means the Income Tax Act (Canada), as
amended from time to time;
7
(c) "Purchased Shares" means the 10,951,294 Chalk Media common
shares to be purchased by the Purchaser and sold by the
Vendor in accordance with section 2.01;
(d) "Share Repurchase Agreement" means the share repurchase
agreement dated March 27, 2002 between Chalk Media,
Knowledgemax and Knowledgemax Learning;
(e) "Knowledgemax's Bank" means the Bank of America in Baltimore
Maryland, Account Number 00393430163; and
(f) "Waiver Agreement" means the waiver agreement dated May 8,
2002 between Knowledgemax, Knowledgemax Learning, SYD, Chalk
Media, Sutherland and Speros.
Captions and Section Numbers
1.02 The headings and section references in this Agreement
are for convenience of reference only and do not form a part of
this Agreement and are not intended to interpret, define or limit
the scope, extent or intent of this Agreement or any provision
thereof.
Extended Meanings
1.03 The words "hereof", "herein", "hereunder" and similar
expressions used in any clause, paragraph or section of this
Agreement shall relate to the whole of this Agreement and not to
that clause, paragraph or section only, unless otherwise expressly
provided.
Number and Gender
1.04 Whenever the singular or masculine or neuter is used in
this Agreement, the same shall be construed to mean the plural or
feminine or body corporate where the context of this Agreement or
the parties hereto so require.
Section References
1.05 Any reference to a particular "article", "section",
"subsection" or other subdivision is to the particular article,
section or other subdivision of this Agreement.
8
Governing Law
1.06 This Agreement and all matters arising hereunder shall
be governed by, construed and enforced in accordance with the laws
of the Province of British Columbia and all disputes arising under
this Agreement shall be referred to the Courts of the Province of
British Columbia.
Severability of Clauses
1.07 In the event that any provision of this Agreement or
any part thereof is invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions
shall not in any way be affected or impaired thereby.
Currency
1.08 All sums of money to be paid or calculated pursuant to
this Agreement shall be paid or calculated in currency of the
United States of America unless otherwise expressly stated.
ARTICLE 2
PURCHASE AND SALE OF PURCHASED SHARES
Purchase and Sale
2.01 Upon the terms and conditions of this Agreement and
effective upon the Effective Date, the Vendor hereby sells and the
Purchaser purchases the Purchased Shares free and clear of all
liens, charges and encumbrances whatsoever. Concurrently upon
execution and delivery of this Agreement, the Vendor shall execute
and deliver to the Purchaser a stock power of attorney in the form
set out in Schedule "A" attached hereto together with such other
documents which may be reasonably requested by the Purchaser or
Sutherland to effectively transfer and vest title to the Purchased
Shares in the Purchaser.
Purchase Price
2.02 The purchase price payable by the Purchaser to the
Vendor for the Purchased Shares shall be US$100,000 in the
aggregate. The purchase price shall be paid in full by the
Purchaser upon execution and delivery of the documents set out in
section 2.01 above and shall be paid by wire transferring funds to
Knowledgemax's Bank. Sutherland hereby personally guarantees
payment by the Purchaser to the Vendor of the US$100,000 purchase
price payable for the Purchased Shares.
9
Direction to Pay
2.03 SYD irrevocably authorizes and directs the Purchaser to
pay the amount of US$100,000 to Knowledgemax's Bank, representing
the purchase price of the Purchased Shares.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF THE VENDOR AND KNOWLEDGEMAX
Representations and Warranties
3.01 The Vendor and Knowledgemax hereby represent and
warrant to the Purchaser and Sutherland, with the intent that the
Purchaser and Sutherland shall rely thereon in entering into this
Agreement and in concluding the transactions contemplated hereby,
that:
(a) the Vendor is a corporation duly continued, validly
subsisting and in good standing under the laws of British
Columbia;
(b) each of Knowledgemax and Knowledgemax Learning are
corporations validly subsisting under the laws of Delaware;
(c) the Vendor is both the legal and beneficial owner of the
Purchased Shares;
(d) there is no claim or litigation pending or threatened with
respect to the Purchased Shares;
(e) the transactions contemplated by this Agreement have been
duly and validly authorized by all requisite corporate
proceedings of the Vendor, Knowledgemax and Knowledgemax
Learning;
(f) the Vendor is not a non-resident of Canada within the meaning
of the Income Tax Act;
(g) the Vendor has good and marketable title to the Purchased
Shares, free and clear of any mortgage, pledge, deed of
trust, lien, conditional sale agreement, encumbrance,
security interest, charge or adverse claim whatsoever,
including without limitation any charges or encumbrances in
favour of HFS Capital LLC and or any affiliated entities or
any charges or encumbrances in favour of Crosshill Georgetown
Capital L.P. or any affiliated entities; and
10
(h) the performance by the Vendor, Knowledgemax and Knowledgemax
Learning of this Agreement will not be in violation of any
agreement to which the Vendor, Knowledgemax or Knowledgemax
Learning is a party and will not give any person, firm or
corporation any right to terminate or cancel any agreement or
any right enjoyed by the Vendor in relation to the Purchased
Shares, nor result in the creation nor imposition of any
lien, encumbrance or restriction of any nature whatsoever in
favour of any third party upon or against the Purchased
Shares.
Survival
3.02 The representations and warranties contained in section
3.01 shall survive the completion of the transactions contemplated
by this Agreement and shall continue in full force and effect for
the benefit of the Purchaser and Sutherland thereafter,
notwithstanding any independent enquiry or investigation by the
Purchaser or Sutherland.
Indemnity
3.03 The Vendor and Knowledgemax jointly and severally
covenant and agree to indemnify and hold harmless the Purchaser
and Sutherland from and against any loss, claims, damages,
liability, expenses and costs, arising from any of the
representations and warranties set forth in section 3.01 being
incorrect or breached.
ARTICLE 4
MISCELLANEOUS
Consent of Chalk Media
4.01 Chalk Media hereby consents to the Purchaser purchasing
the Purchased Shares in accordance with this Agreement and
acknowledges that the Purchaser is owned and controlled by
Sutherland.
Amendment to Share Repurchase Agreement
4.02 The parties to this Agreement covenant and agree that,
concurrently with the execution and delivery of this Agreement,
Chalk Media shall have no further rights to repurchase its shares
from the Vendor pursuant to the Share Repurchase Agreement.
Termination of the Waiver Agreement
11
4.03 The parties to this Agreement covenant and agree that,
concurrently with the execution and deliver of this Agreement, the
Waiver Agreement shall be cancelled and terminated and of no
further force or effect.
Release
4.04 Concurrently with the execution and delivery of this
Agreement, all of the parties to this Agreement will execute and
deliver to each of the other parties to this Agreement a release
in the form set out in Schedule "B" attached hereto.
Return of Knowledgemax Shares to Sutherland and Speros
4.05 The parties to this Agreement acknowledge that the
shares of Knowledgemax delivered by Sutherland and Speros to Dale
W. Wilcox, a Law Corporation "in trust" will be returned to each
of them.
12
Consent of Crosshill Georgetown Capital L.P.
4.06 Concurrently with the execution and delivery of this
Agreement, Knowledgemax and the Vendor shall cause Crosshill
Georgetown Capital L.P. to deliver to the Purchaser and Sutherland
a Consent Form in the form attached to this Agreement as Schedule
"C" pursuant to which Crosshill Georgetown Capital L.P. consents
to the purchase by the Purchaser of the Purchased Shares, confirms
that the Purchased Shares are released from any charge or
encumbrance whatsoever in favour of Crosshill Georgetown Capital
L.P. and confirms that Crosshill Georgetown Capital L.P. has no
claim to or interest in the Purchased Shares.
Removal of Share Certificate Legends
4.07 Concurrently with the execution and delivery of this
Agreement, Knowledgemax and the Vendor shall cause ComputerShare
Trust Company to remove the US legends from the following share
certificates representing the following shares of Knowledgemax
owned by Sutherland:
(a) Share Certificate Number 4214 representing 1,000,000
common shares;
(b) Share Certificate Number 4642 representing 750,000
common shares;
(c) Share Certificate Number 3698 representing 60,000
common shares.
Final Resolution of Matters
4.08 This Agreement constitutes full and final resolution of
any and all liabilities, balances, fees, charges, by and between
all of the parties to this Agreement.
ARTICLE 5
GENERAL PROVISIONS
Time of Essence
5.01 Time is hereby expressly made of the essence of this
Agreement with respect to the performance by the parties of their
respective obligations under this Agreement.
13
Binding Effect
5.02 This Agreement shall enure to the benefit of and be
binding upon the parties hereto and their respective heirs,
executors, administrators, personal representatives, successors
and assigns.
Further Assurances
5.03 Each of the parties hereto hereby covenants and agrees
to execute such further and other documents and instruments and do
such further and other things as may be necessary or desirable to
implement and carry out the intent of this Agreement.
Amendments
5.04 No amendment to this Agreement shall be valid unless it
is evidenced by a written agreement executed by all of the parties
hereto.
Execution in Counterparts
5.05 This Agreement may be executed in any number of
counterparts with the same effect as if all parties hereto had all
signed the same document. All counterparts shall be construed
together and shall constitute one and the same original agreement.
IN WITNESS WHEREOF the parties hereto have executed this
Agreement on the day and year first above written.
KNOWLEDGEMAX, INC.
Per:
- -----------------------------
Authorized Signatory
14
KNOWLEDGEMAX LEARNING, INC.
Per:
- -----------------------------
Authorized Signatory
SYD ENTERPRISES LTD.
Per:
- -----------------------------
Authorized Signatory
CHALK MEDIA CORP.
Per:
- -----------------------------
Authorized Signatory
- -----------------------------
GRANT SUTHERLAND
- -----------------------------
JIM SPEROS
9151 INVESTMENTS LTD.
Per:
- -----------------------------
Authorized Signatory
15
Schedule "A"
POWER OF ATTORNEY TO TRANSFER SHARES
FOR VALUE RECEIVED the undersigned, SYD ENTERPRISES LTD. hereby
sells, assigns and transfers unto 9151 INVESTMENTS LTD. of Suite
1600 - 777 Dunsmuir Street, Vancouver, British Columbia, Canada
V7Y 1K4 10,951,294 Common Shares without par value in the capital
of CHALK MEDIA CORP. standing in the name of the undersigned on
the books of the said CHALK MEDIA CORP. represented by share
certificate number 12 and hereby irrevocably constitutes and
appoints GRANT SUTHERLAND the attorney of the undersigned to
transfer the said shares on the books of the said CHALK MEDIA
CORP. with full power of substitution in the premises.
DATED at McLean, Virginia this ______ day of November, 2002.
SYD ENTERPRISES LTD.
Per:
- -----------------------------
Authorized Signatory
16
Schedule "B"
MUTUAL RELEASE
This RELEASE AGREEMENT is entered into the 22nd day of November,
2002.
BETWEEN:
KNOWLEDGEMAX INC., (formerly Sideware
Systems Inc.) a corporation validly
subsisting under the laws of Delaware and
having an office at 7900 Westpark Drive,
Suite T-300, McLean, Virginia 22102
AND:
KNOWLEDGEMAX LEARNING INC., (a corporation
formed upon the merger of Knowledgemax Inc.
and KM Acquisition Corp.) a corporation
validly subsisting under the laws of
Delaware and having an office at 7900
Westpark Drive, Suite T-300, McLean,
Virginia 22102
AND:
SYD ENTERPRISES LTD. a company validly
subsisting under the laws of British
Columbia and having an office at 7900
Westpark Drive, Suite T-300, McLean,
Virginia 22102
AND:
CHALK MEDIA CORP., a company validly
subsisting under the laws of British
Columbia and having an office at Suite 1620
- 777 Dunsmuir Street, Vancouver, British
Columbia V7Y 1K4
AND:
GRANT SUTHERLAND businessman of Suite 1600 -
777 Dunsmuir Street, Vancouver, British
Columbia V7Y 1K4
AND:
JIM SPEROS, businessman of 7900 Westpark
Drive, Suite T-300, McLean, Virginia 22102
17
AND:
9151 INVESTMENTS LTD., a company validly
subsisting under the laws of British
Columbia and having an office at Suite 1620
- 777 Dunsmuir Street, Vancouver, British
Columbia V7Y 1K4
IN CONSIDERATION of the covenants and agreements set out in the
Share Purchase Agreement dated November 22, 2002 and other good
and valuable consideration (the receipt and sufficiency of which
is hereby acknowledged by each of the parties of this Mutual
Release), the parties hereto agree as follows:
1. Each of the undersigned for themselves and their successors
and assigns and each of them, DOES HEREBY REMISE, RELEASE AND
FOREVER DISCHARGE all the parties to this Mutual Release as well
as their subsidiaries, affiliates, successors and assigns, as
well as their past and present employees, servants, officers,
directors, agents and their heirs, executors, administrators, and
assigns and each of them, of and from any and all actions, causes
of action, claims, suits, debts, contracts, demands, bonds,
damages, interest, costs, expenses and compensation of whatsoever
kind and howsoever arising, whether known or unknown, which any
party to this Mutual Release now has or at any time hereafter
can, shall or may have for or by reason of or arising out of any
cause, act, contract, deed matter, thing or omission, to the date
of this Mutual Release.
2. It is expressly understood and agreed that this Mutual
Release shall not be construed as an admission of liability by
any of the parties hereto with respect to any claim of any party.
3. Each of the undersigned hereby represent and warrant that
they have not heretofore assigned or transferred, or purported to
assign or transfer, to any other person or entity, all or any
part of or any interest in any claim, contention, demand, cause
of action, obligation or liability of any nature, character or
description whatsoever, which is or which purports to be released
or discharged hereunder.
4. Each of the undersigned hereby represent, warrant and agree
that, in executing and delivering this Mutual Release, they are
not relying, and have not relied, upon any representation,
promise or statement made by anyone which is not recited or
embodied in this Mutual Release. The undersigned understand,
agree and expressly assume the risk that any fact not recited or
embodied in this Mutual Release hereafter may turn out to be
other than, different from or contrary to the facts now known to
such party or believed by such party to be true, and further
agree that this Mutual Release shall be effective in all respects
notwithstanding, and shall not be subject to termination,
modification or rescission by reason of any such difference in
facts.
5. This Mutual Release may not be modified, waived or changed
in any manner with respect to any of the parties hereto except in
writing signed by each of the undersigned and such party. This
Mutual Release may be executed in identical counterparts, each of
which shall constitute an original as though executed by each of
the undersigned.
18
6. This Mutual Release shall be binding upon and shall inure
to the benefit of each of the undersigned and their respective
successors, assigns, heirs, attorneys, agents, executors and
personal representatives.
7. This Mutual Release shall be governed by and construed in
accordance with the laws of the province of British Columbia. Any
suit brought hereon, including any and all legal proceedings to
enforce this Release shall be brought in the provincial or
federal courts sitting in Vancouver, British Columbia, the
parties hereto hereby waiving any claim or defense that such
forum is not convenient or proper. Each party hereby agrees that
any such court shall have in personam jurisdiction over him or
it, consents to
service of process in any manner authorized by British Columbian
law, and agrees that a final judgment in
19
>PAGE>
any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any
other manner specified by law.
IN WITNESS WHEREOF the parties hereto have executed this
Agreement on the day and year first set out above.
KNOWLEDGEMAX INC.
Per:
- -----------------------------
Authorized Signatory
KNOWLEDGEMAX LEARNING INC.
Per:
- -----------------------------
Authorized Signatory
SYD ENTERPRISES LTD.
Per:
- -----------------------------
Authorized Signatory
CHALK MEDIA CORP.
Per:
- -----------------------------
Authorized Signatory
- -----------------------------
GRANT SUTHERLAND
- -----------------------------
JIM SPEROS
20
9151 INVESTMENTS LTD.
Per:
- -----------------------------
Authorized Signatory
21
Schedule "C"
CONSENT FORM
From: Crosshill Georgetown Capital L.P. (the "Company")
To: 9151 Investments Ltd.
And to: Grant Sutherland
The Company hereby declares and acknowledges the following:
1. The Company consents to 9151 Investments Ltd., a company
owned and controlled by Grant Sutherland, purchasing
10,951,294 common shares of Chalk Media Corp. (the "Chalk
Media Shares") which are currently held by SYD
Enterprises Ltd., a wholly owned subsidiary of
Knowledgemax, Inc.
2. The Company hereby releases the Chalk Media Shares from
any and all security interests which the Company has or
will have at law or otherwise, including without
limitation any security interest created pursuant to a
Security Agreement relating to the US$800,000 revolving
promissory note dated July 29, 2002 among Knowledgemax,
Inc and the Company.
3. The Company acknowledges and agrees that upon execution
of this Consent Form it will not have any interest, title
or ownership in the Chalk Media Shares and further
acknowledges and agrees that there is no lien, charge or
encumbrance over the Chalk Media Shares in favor of the
Company.
Dated the 22 day of November, 2002
Crosshill Georgetown Capital L.P.
Per:
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Authorized Signatory
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