STOCK PURCHASE AGREEMENT
AGREEMENT dated as of the 28th day of July, 2000, by and
among INTERNET BUSINESS'S INTERNATIONAL, INC., a Nevada
corporation (the "Buyer"), RONALD FRIEDMAN, ROBERT FRIEDMAN, and
the RONALD FRIEDMAN 1997 GRANTOR RETAINED ANNUITY TRUST
(collectively referred to herein as the "Sellers").
Witnesseth
WHEREAS, Sellers collectively own 2,460,000 shares of the
common stock of PMCC FINANCIAL CORPORATION (the "Company"),
constituting approximately 66.36% (the "Percentage") of the
3,707,000 shares of capital stock of the Company issued and
outstanding; and
WHEREAS, in reliance upon the covenants, representations,
warranties, terms and conditions hereinafter set forth, the Buyer
desires to purchase from the Sellers, and Sellers desire to sell
to the Buyer all of the Sellers' shares of the Company's common
stock (the "Target Shares").
NOW, THEREFORE, in consideration of the premises and the
respective promises hereinafter set forth, the Sellers, Soskin
and the Buyer agree as follows:
1. Sale And Purchase Of Securities.
(a) Subject to the terms and conditions of this
Agreement, the Buyer shall purchase from each of the Sellers and
each of the Sellers shall sell to the Buyer all of their Target
Shares for the consideration specified below in section 1(b).
(b) The Buyer agrees to pay to Sellers for the Target
Shares at the closing an amount (the "Purchase Price") equal to
$3,198,000 as follows:
(i) $700,000 (the "Initial Payment") to Sellers at closing;
(ii) That amount equal to (a) the Purchase Price less
$1,050,000 (b) divided by seven (each, an "Installment Payment")
on each of the 30th, 60th, 90th, 120th, 150th, 180th and 210th
days following the closing. The seven Installment Payments shall
accrue interest at 5% simple interest and such interest shall be
paid with the last Installment Payment; and
(iii) $175,000 on each of the 240th and 270th day after
closing (the "Final Payment").
All of these payments will be made 87.5% to the Sellersand 12.5%
to Andrew Soskin and shall be made by [by wire transfer to
Robinson Brog Leinwand Greene Genovest & Gluck P.C. (the "Escrow
Agent") of immediately available funds to the accounts specified
by the Escrow Agent.
Subject to section I (f) hereof, in the event that three
months after the Closing, the Company is not trading on either
the AMEX or the NASDAQ, then Purchase Price shall be reduced by
the amount of the Final Payment and therefore no payment shall be
due pursuant to Section I (b)(iii); provided. however, that in
the event AMEX or NASDAQ initiates trading in months three
through five subsequent to Closing, and Buyer thereafter causes
the Company to enter into a merger or consolidation with the
Buyer or an affiliate of the Buyer, then the Purchase Price shall
not be reduced.
(c) The closing of the transaction contemplated by
this Agreement (the "Closing") shall take place at the offices of
Robinson Brog Leinwand Greene Genovese & Gluck P.C. at 1345
Avenue of the Americas, New York, New York 10105-0143, commencing
at 9:00 A.M. Local Time on July 27, 2000, or such other time and
date as Buyer and Sellers may mutually determine (the "Closing
Date");
(d) At the Closing, subject to Section 1(i) below,
Sellers shall deposit the Target Shares in escrow with Robinson
Brog Leinwand Greene Genovese & Gluck P.C. pursuant to a separate
Escrow Agreement, which Shares shall be released to Buyer by the
following schedule, upon receipt of the following:
(i) First Installment--30th day after the Closing Date.
Release such number of shares of the Target Stock equal to
$350,000 divided by the Per Share Price (as defined below) (the
"First Shares");
(ii) Second Installment -- 60th day after the Closing Date.
Release such number of shares of the Target Stock equal to
$350,000 divided by the Per Share Price; 82,934 of these shares
are the "Second Shares" and the balance are the "Second
Installment Shares");]
(iii) Third Installment -- 90th day after the Closing
Date. Release such number of the Target Stock equal to one
Installment Payment divided by the Pre Share Price (the "Third
Installment Shares");
(iv) Fourth Installment -- 120th day after the Closing Date.
Release such number of shares of the Target Stock equal to one
Installment Payment divided by the Per Share Price (the "Fourth
Installment Shares");
(v) Fifth Installment -- 150th day after the Closing Date,
Release such number of shares of the Target Stock equal to one
Installment Payment divided by the Per Share Price (the "Fifth
Installment Shares");
(vi) Sixth Installment -- 180th day after the Closing Date.
Release such number of shares of the Target Stock equal to one
Installment Payment divided by the Per Share Price (the "Sixth
Installment Shares");
(vii) Seventh Installment -- 210th day after the Closing
Date. Release such number of shares of the Target Stock equal to
one Installment Payment divided by the Per Share Price (the
"Seventh Installment Shares");
(viii) Eighth Installment -- 240th day after the Closing
Date. Release such number of shares of the Target Stock equal to
one Installment Payment divided by the Per Share Price (the
"Eighth Installment Shares"); and
(ix) Ninth Installment -- 270th day after the Closing Date.
Release such number of shares of the Target Stock equal to one
Installment Payment divided by the Per Share Price (the "Ninth
Installment Shares").
If Buyer is relieved from making the Final Payment pursuant to
the last paragraph of section 1(b), then the Eighth Installment
and the Ninth Installment will be released from escrow on the
210th day after the Closing, Date.
The "Per Share Price" shall equal $1.30.
If the Buyer does not make any payment required pursuant to
Section 1(b) hereof, the Buyer shall immediately deliver to the
Sellers all shares that have been released to the Buyer pursuant
to this Section and the Escrow Agreement.
(e) The Closing Date shall be no later than July 30, 2000.
(f) The "June 30, 2000 Book Value" shall mean Total
Assets less Total Liabilities. "Total Assets" means the amount of
Total assets as set forth in the Statement of Financial Condition
and "Total Liabilities" means the amount of Total liabilities as
set forth in the annexed Statement of Financial Condition.
If the Buyer has any objections to the Statement of
Financial Condition, it will deliver a detailed statement
describing its objections to the Sellers within ten (10) days.
The Sellers and the Buyer will use reasonable efforts to resolve
any such objections themselves. If the parties do not obtain a
final resolution within thirty (30 days) after the Sellers have
received the statement of objections, however, the Sellers and
the Buyer will select an accounting firm mutually acceptable to
them to resolve any remaining objections. If the Sellers and the
Buyer are unable to a agree on the choice of an accounting firm,
they will select a nationally-recognized accounting firm by lot
(after excluding their respective regular outside accounting
firms). The determination of any accounting firm so selected will
be set forth in writing and will be conclusive and binding upon
the parties. The Sellers will cause the Company to revise the
Statement of Financial Condition as appropriate to reflect the
resolution of any objections thereto (and only such objections)
pursuant to this Section. In the event the parties submit any
unresolved objections to an accounting firm for resolution as
provided in this Section, the fees and expenses of the accounting
firm will be paid jointly by the Sellers and the Buyer; provided,
however, that such fees and expenses will be paid by the Buyer if
the determinations by the accounting firm do not result in a
decrease in the Purchase Price of more than 10% below what the
Purchase Price would have been if the Statement of Financial
Condition had not been revised. The Sellers will make the work
papers and back-up materials used in preparing the Statement of
Financial Condition available to the Buyer and its accountants
and other representatives at reasonable times and upon reasonable
notice at any time during (A) the review by the Buyer of the
Statement of Financial Condition, and (B) the resolution by the
parties of any objections thereto.
In the event the Statement of Financial Condition understates the
accounts payable and/or loans payable as at June 30, 2000 in an
amount in excess of $500,000, then Buyer may offset against the
Buyer's obligation to pay the Purchase Price an amount equal to
$500,000 multiplied by the Percentage. In such event, even if
Buyer is entitled, pursuant to the last paragraph of section 1(b)
to reduce the Purchase Price, the Purchase Price shall not be
reduced as set forth above in the last paragraph of Section 1(b).
No other adjustment shall be made to the Purchase Price on
account of any revision to the Statement of Financial Condition.
(g) Buyer is purchasing the Target Shares after
performing any and all due diligence which it believes is
necessary and except as provided in the preceding section 1(f),
is purchasing the Target Shares as is. Buyer expressly
understands (I) that the Company is under an investigation, and
has been so advised (II) and that because of the number of Target
Shares it is necessary to obtain the Consents and that there can
be no guarantee that such Consents can be obtained, and is still
desirous of purchasing the stock regardless of any outcome of
said investigation or any resulting litigation or the obtaining
the Consents.
(h) As a condition to Closing, the parties hereto
acknowledge and affirm the existing agreement (the "Consulting
Agreement") that Ronald Friedman has with the Company (which is
annexed hereto), and shall cause the Company to honor the
Consulting Agreement; provided, however, that Ronald Friedman and
Buyer have agreed to amend the Consulting Agreement with respect
to the compensation package so that Ronald Friedman shall receive
$20,000 per month plus an amount equal to .08% of all contracts
which the Company closes during such month.
(i) Notwithstanding section 1(d) hereto, the Sellers
shall not transfer the right to vote the Target Shares to the
Buyer or to the Escrow Agent at the Closing. Instead the Sellers
shall retain all of the rights to vote the Target Shares and
shall vote such Target Shares in their discretion subject to the
following:
(I) The Sellers shall release the rights to vote the First
Shares to the Buyer at such time as the Escrow Agent releases the
First Shares to the Buyer;
(II) The Sellers shall release the rights to vote the Second
Shares to the Buyer at such time as the Escrow Agent releases the
Second Shares to the Buyer; and
(III) The Sellers shall release the rights to vote the
remaining Target Shares to the Buyer promptly following the date
that all of the approvals, authorizations or consents, as the
case may be, of the governmental regulatory authorities
overseeing the business of the Company (the "Consents")in the
states listed on Schedule I hereto have been obtained (the
"Consent Authorization Date") so long as the Buyer is not in
breach hereto.
If at any time it is determined that the Buyer is in breach
hereto and is required to return any of the Target Shares to the
Sellers, the Buyer shall also return all voting rights associated
with the Target Shares and provide an irrevocable proxy to the
Sellers.
2. Representations And Warranties Of The Sellers.
Sellers hereby jointly and severally represent and warrant
to and covenant and agree with the Buyer as follows:
(a) The Company is duly organized validly existing in
good standing under the laws of the State of Delaware. The
Company is duly authorized to conduct business and is in good
standing under the laws of each jurisdiction where such
qualification is required. The Company has full corporate power
and authority and all licenses, permits and authorizations
necessary to carry on the business in which it is engaged, and in
which it presently proposes to engage and to own and use the
properties owned and used by it.
(b) The entire authorized capital stock of the Company
consists of 40,000,000 shares of common stock, par value $0.01
per share (the "Common Stock"), of which 3,707,000 shares of
Common Stock are issued and outstanding. The Target Shares
constitute 66.36% of the outstanding shares of the Company. All
of the Target Shares have been duly authorized, are validly
issued, fully paid and non-assessable.
(c) Subject to the Stockholders' Agreement and
Irrevocable Proxy by and among the Sellers and certain others
(the "Shareholders' Agreement") dated as of February 17, 1998,
each of the Sellers has the full right, power and authority to
execute and deliver this Agreement and to perform his or its
obligations thereunder. This Agreement constitutes the legal,
valid and binding obligations of the Sellers enforceable against
each of them in accordance with its terms. Other than obtaining
the Consents, the Sellers do not need any notice to, make any
filing with, or obtain any authorization, consent or approval of
any government or governmental agency to consummate the
transactions contemplated by this Agreement.
(d) Neither the execution nor deliver of this
Agreement, nor the consummation of the transactions contemplated
hereby, will (i) violate any constitution, statute, regulation,
rule, injunction, judgment, order, decree or other restriction of
any government, governmental agency or court to which the Sellers
is subject or any provision of the charter or by-laws of the
Company, or (ii) conflict with, result in a breach of, constitute
a default under, result in the acceleration of, create in any
party the right to accelerate, terminate, modify, or cancel, or
require any notice under any agreement, contract, lease, license,
instrument, obligation or other arrangement to which Sellers are
a party or by which his or it is bound, or to which any of its
assets is subject (or result in the imposition of any security
interest) as such term is defined below upon any of his or its
assets), other than with respect to the Shareholders' Agreement
and the matters listed on Schedule 1. The term "security interest
as used herein shall mean any mortgage, pledge, security
interest, encumbrance, charge or other lien.
(e) The Sellers hold of record and own beneficially,
the number of Target Shares set forth above free and clear of any
restrictions or transfer taxes, security interests, options,
warrants, purchase rights, contracts, commitments, equities,
claims and demands other than the Shareholders' Agreement. The
Seller is not a party to any option, warrant. purchase right or
other contract or commitment that could require the Sellers to
sell. transfer, or otherwise dispose of any capital stock of the
Company (other this Agreement).
(f) There is no finders' fee or brokerage commission
payable with respect to the transaction contemplated hereby other
than a fingers' fee (the "Fee") of 12.5% of the Purchase Price to
Andrew Soskin pursuant to Section 1(b).
(g) No representation or warranty contained in this
section 2 contains any untrue statement of a material fact or
omits to state any material fact necessary in order to make the
statements and information contained therein, not misleading.
3. Representations And Warranties Of The Buyer.
The Buyer hereby represents and warrants to the Seller as
follows:
(a) The Buyer is a corporation duly organized, validly
existing and in good standing under the laws of the State of
Nevada, has all requisite corporate power to own, operate and
lease its properties and carry on its business as the same is now
being conducted.
(b) The Buyer has all requisite corporate power and
authority to execute, deliver and perform its obligations under
this Agreement and each agreement, document or instrument
required to be delivered hereby, the execution, delivery and
performance by the Buyer of this Agreement and each such
agreement, document or instrument and the consummation of the
transactions contemplated hereby, and thereby, have been
authorized by all necessary action and (i) do not require the
consent, waiver, approval, license or authorization of any
person, entity or public authority (ii) do not violate, with or
without the giving of notice and/or the passage of time, any
provision of law, and (iii) will not conflict with or result in a
breach or termination of any provision of, or constitute a
default or give rise to a right of termination or acceleration
under any corporate charter, by-law, mortgage, deed of trust,
indenture or other agreement or instrument or any order,
judgment, decree, statute, regulation or any other restriction of
any kind or character, to which the Buyer is a party or by which
any of its assets or properties may be bound, or result in the
creation of any lien, charge or encumbrance upon any of the
properties or assets of Buyer.
(c) This Agreement has been duly executed and
delivered by the Buyer and constitutes, and each other document
contemplated by this Agreement when executed and delivered in
accordance with the provisions hereof, shall constitute a legal,
valid and binding obligation of Buyer, enforceable against it in
accordance with its terms.
(d) Buyer is an "accredited investor" as such term is
defined in Rule 501 promulgated pursuant to the Securities Act of
1933, as amended (the "Act").
(e) Buyer understands that the purchase of the Target
Shares represents a speculative investment and that the Target
Shares are being purchased by it for investment for its own
account only and not with a view to, or for resale in connection
with. any "distribution" thereof within the meaning of the Act.
(f) Buyer is aware of the Company's business affairs
and financial condition and has acquired sufficient information
about the Company to reach an informed and knowledgeable decision
to acquire the Shares;
(g) Buyer is capable of bearing the economic risk and
burden of the investment and the possibility of complete loss of
all of the investment and the lack of a public market such that
it may not be possible to readily liquidate the investment
whenever desired;
(h) At no time was Buyer presented with or solicited
by any leaflet, public promotional meeting, circular, newspaper
or magazine article, radio or television advertisement. or any
other form of general advertising;
(i) Buyer has had substantial experience in business
or investments in one or more of the following: (i) investment
experience with securities, such as stocks and bonds; (ii)
ownership of substantial interests in real property investments;
and (iii) that it can "fend for himself" in a venture of this
nature;
(j) Buyer understands that the sale of the Target
Shares was made in reliance upon the exemption from registration
under the Act contained in Section 4(l) and that, in an attempt
to effect compliance with all the conditions thereof the Company
is relying in good faith upon all of the foregoing
representations and warranties on the part of the undersigned.
(k) There is no finder's fee or brokerage commission
payable with respect to the transaction contemplated hereby other
than the Fee.
(l) No representation or warranty contained in this
section contains any untrue statement of a material fact or omits
to state any material fact necessary in order to make the
statements and information contained therein, not misleading.
4. Indemnification.
(a) Buyer shall assume all guarantees (the
"Guarantees") made by each Seller on behalf of the Company. In
the event that Buyer is unable both to assume all of the
Guarantees and to cause each Seller to be released under all of
the Guarantees, Buyer shall indemnify each of the Sellers for all
obligations with respect to all Guarantees. Buyer agrees both to
indemnify and hold Sellers harmless, and also to defend any claim
as against Sellers with respect to each Guaranty. Sellers agree
to provide prompt notice to Buyer with respect to any claim made
on account of the Guarantees.
(b) The Sellers shall indemnify and hold harmless the
Buyer and its directors, officers, shareholders, employees,
affiliates, successors and assigns (collectively, the "Buyer
Indemnified Parties") at all times after the Closing Date against
and in respect of:
(1) any damage, loss, cost, expense or liability
(including amounts paid in investigation or settlement and
reasonable attorneys' fees) resulting to any of them from any
breach of or nonfulfillment of any agreement, covenant or
condition on the part of the Sellers under this Agreement and the
Escrow Agreement; and
(2) all claims, actions, suits, proceedings, demands,
assessments, judgments, costs and expenses incident to any of the
foregoing.
(c) The Buyer shall indemnify and hold harmless the
Sellers and their trustees, officers, employees, affiliates,
successors and assigns (collectively, the "Sellers Indemnified
Parties") at all times after the Closing Date against and in
respect of:
(1) any damage, loss, cost, expense or liability
(including amounts paid in investigation or settlement and
reasonable attorneys' fees) resulting from any breach of or
nonfulfillment of any agreement, covenant or condition on the
part of the Buyer under this Agreement and the Escrow Agreement;
(2) any claim, action, suit, proceeding, demand,
assessment, judgment, cost or expense arising out of or related
to the Guarantees, and
(3) all claims, actions, suits, proceedings, demands,
assessments, judgments, costs and expenses incident to any of the
foregoing.
(d) Any Sellers Indemnified Party and any Buyer
Indemnified Party entitled to indemnification under this Section
4 (each, an "Indemnified Party") shall give notice to each party
required to provide indemnification (each, an "Indemnifying
Party") promptly after such Indemnified Party has actual
knowledge of any claim as to which indemnity may be sought, and
shall permit the Indemnifying Party, at the Indemnifying Party's
expense, to assume the defense of any such claim or any
litigation resulting therefrom, provided that counsel for the
Indemnifying Party, who shall conduct the defense of such claim
or any litigation resulting therefrom, shall be approved by the
Indemnified Party (whose approval shall not unreasonably be
withheld or delayed), and the Indemnified Party may participate
in such defense at such Indemnified Party's expense, and provided
further that the failure of any Indemnified Party to give notice
as provided herein shall not relieve the Indemnifying Party of
its obligations under this Section 4 unless and only to the
extent such failure to give notice materially prejudices the
Indemnifying Party's ability to defend such claim. The
Indemnifying Party, in the defense of any such claim or
litigation, shall not, except with the consent of the Indemnified
Party, consent to entry of any judgment or enter into any
settlement which does not include as an unconditional term
thereof the giving by the claimant or plaintiff to the
Indemnified Party of a release from all liability in respect of
such claim or litigation. The Indemnified Party shall furnish
such information regarding itself or the claim in question as the
Indemnifying Party may reasonably request in writing and as shall
be reasonably required in connection with the defense of such
claim and litigation resulting therefrom.
(e) At the time that the Indemnified Party shall
suffer a loss because of a breach of any covenant by the
Indemnifying Party or at the time the amount of any liability on
the part of the Indemnifying Party under this Section 4 is
determined (which in the case of payment to third persons shall
be the earlier of (i) the date of such payment or (ii) the date
that a court of competent jurisdiction shall enter a final
judgment, order or decree (after exhaustion of appeal rights)
establishing such liability) (such loss or amount being
hereinafter referred to as the "Indemnity Claim"), the
Indemnifying Party shall forthwith, upon notice from the
Indemnified Party, pay to the Indemnified Party the amount of the
Indemnity Claim. If the amount of any Indemnity Claim is not
paid forthwith, then the Indemnified Party may, at its option,
take legal action against the Indemnifying Party for
reimbursement in the amount of its Indemnity Claim. For purposes
hereof the Indemnity Claim shall include the amounts so paid, or
determined to be owing, by the Indemnified Party together with
costs and reasonable attorneys' fees and interest on the
foregoing items at the rate of seven and one-half percent (7.5%)
per annum from the date of notice that the Indemnity Claim is due
from the Indemnifying Party to the Indemnified Party as
hereinabove provided, until the Indemnity Claim shall be paid.
In addition to its other obligations under this Section
4(e), each Indemnifying Party agrees that, as an interim measure
during the pendency of any claim, action, investigation, inquiry
or other proceeding for which indemnification may be required
pursuant to this Section 4, it will, if it does not assume the
defense thereof, reimburse the Indemnified Party on a monthly
basis for all reasonable legal fees or other out-of-pocket
expenses reasonably incurred in connection with investigating or
defending any such claim, action, investigation, inquiry or other
proceeding, notwithstanding the absence of a judicial
determination as to the propriety and enforceability of the
Indemnifying Party's obligation to indemnify the Indemnified
Party for such expenses and the possibility that such payments
might later be held to have been improper by a court of competent
jurisdiction. To the extent that any such interim reimbursement
payment is so held to have been improper, the Indemnified Party
shall promptly return it to the Indemnifying Party, together with
interest at the rate of seven and one-half percent (7.5%) per
annum.
5. Covenants.
(a) The Buyer hereby grants to the Sellers an
irrevocable proxy to vote the Target Shares as provided in
Section I (i) hereto at any meeting of the Company's stockholders
and in any action by written consent, and the Buyer further
agrees to take all actions necessary so that the Sellers can
exercise their rights to vote the Target Shares as provided in
Section 1(i) hereto, including, without limitation, the
delivering of all proxy statements and proxy materials, and
instructing the Escrow Agent to take any action necessary to
permit the Sellers to exercise their rights to vote the Target
Shares as provided in Section 1(i) hereto.
(b) The parties hereto agree to use their best efforts
to cause the certificates for the Target Shares and each
certificate issued in exchange for or upon transfer of any of the
Target Shares (if such Target Shares remain subject to this
Agreement after such transfer) to be stamped or otherwise
imprinted with a legend in substantially the following form:
"THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT
TO A CERTAIN STOCK PURCHASE AGREEMENT DATED AS OF JULY 27, 2000
BY AND AMONG INTERNET BUSINESS INTERNATIONAL, INC., RONALD
FRIEDMAN, ROBERT FRIEDMAN, the RONALD FRIEDMAN 1997 GRANTOR
RETAINED ANNUITY TRUST, AND ANDREW SOSKIN AND AS SUCH ARE SUBJECT
TO CERTAIN VOTING PROVISIONS AND RESTRICTIONS ON TRANSFER SET
FORTH IN THE STOCK PURCHASE AGREEMENT."
Whenever in the opinion of the parties hereto, the restrictions
described in the legend set forth above cease to be applicable to
any shares, the parties hereto shall use their best efforts to
cause the Company to issue to the holder thereof, without expense
to the holder, a new instrument or certificate not bearing a
legend stating such restrictions.
(c) The Sellers shall vote the Target Shares in favor
of the election of [ ] Albert Reda, Louis Cherry, Carl
C. Carstensen and David Flyer to the Board of Directors of the
Company.
(d) The parties hereto shall use their best reasonable
efforts to obtain the Consents.
(e) The Buyer shall use its best efforts to obtain a
line of credit for the Company promptly after the Closing Date.
6. The Option Agreement.
In consideration of the payments pursuant to Section I
hereof, the parties to the Option Agreement consent to the
consummation of the transactions contemplated hereby and agree to
the termination of the Option Agreement immediately prior to the
consummation of such transactions. Soskin acknowledges that he
has no other rights to acquire shares of the Company's capital
stock.
7. Miscellaneous.
(a) This Agreement shall be governed by and construed
in accordance with the laws of the State of New York applicable
to contracts made and to be performed entirely therein. The
language used in this Agreement will be deemed to be the language
chosen by the parties hereto to express their mutual intent, and
no strict rule of construction shall be applied against any
party.
(b) This Agreement shall be binding upon and inure to
the benefit of the parties hereto, and their respective
successors and permitted assigns.
(c) This Agreement and the Escrow Agreement represent
the entire agreement between the parties relating to the subject
matter hereof, superseding any and all prior or contemporaneous
oral and prior written agreements, understandings and letters of
intent. This Agreement may not be modified or amended nor may
any right be waived except by a writing which expressly refers to
this Agreement, states that it is a modification, amendment or
waiver and is signed by all parties with respect to a
modification or amendment or the party granting the waiver with
respect to a waiver. No course of conduct or dealing and no trade
custom or usage shall modify any provisions of this Agreement.
(d) The captions and headings contained herein are
solely for convenience and reference and do not constitute a part
of this Agreement.
(e) All references to any gender shall be deemed to
include the masculine, feminine or neuter gender, the singular
shall include the plural and the plural shall include the
singular.
(f) In the event that any provision of this Agreement
becomes or is declared by a court of competent jurisdiction to be
illegal, unenforceable or void, this Agreement shall continue in
full force and effect without said provision; provided that no
such severability shall be effective if it materially changes the
economic benefit of this Agreement to any party.
(g) This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all
of which together shall constitute one and the same document.
(h) The schedules identified in this Agreement are
incorporated herein by reference and made part hereof.
(i) All notices, requests, demands and other
communications made in connection with this Agreement shall be in
writing and shall be deemed to have been duly given (a) on the
date of delivery, if delivered to the persons identified below,
(b) seven calendar days after mailing if mailed, with proper
postage, by certified or registered first-class mail, postage
prepaid, return receipt requested, addressed as follows:
If to the Sellers:
Ronald Friedman
240 Cedar Avenue
Hewlett Bay Park, New York 11557
33 Yale Drive
Manhasset, New York 11030
With a copy to:
Robinson Brog Leinwand
Greene Genovese & Gluck P.C.
1345 Avenue of the Americas
New York, New York 10105
Telecopy: (212) 956-2164
Attention: Robert R. Leinwand
If to the Buyer:
Internet Business's International, Inc.
3900 Birch Street
Suite 103
Newport Beach, CA 92660
Telecopy (949) 833-0762
Attention: Albert Reda
(c) on the date of receipt if sent by telecopy, and confirmed in
writing in the manner set forth in (b) on or before the next day
after the sending of the telecopy or (d) one business day after
delivery to a nationally recognized overnight courier service
marked for overnight delivery. Such addresses and numbers may be
changed, from time to time, by means of a notice given in the
manner provided in this Section.
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date and year first aforesaid.
Internet Business's International, Inc.
By: /s/ Albert Reda
Albert Reda, CEO
/s/ Ronald Friedman
Ronald Friedman
/s/ Robert Friedman
Robert Friedman
The Ronald Friedman 1997 Grantor
Retained Annuity Trust
/s/ Ronald Friedman
Ronald Friedman, Trustee