U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(c)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Check the appropriate box:
[ ] Preliminary Information Statement [ ] Confidential, for
Use of the Commission Only (as permitted by Rule 14(a)-6(e)(2)) [X]
Definitive Information Statement
GLOBAL FOODS ONLINE, INC.
(Name of the Registrant as Specified in its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No Fee Required [ ] Fee Computed on table below per Exchange
Act Rules 14a-6(I)(4) and 0-11.
1. Title of each class of securities to which transaction applies:
2. Aggregate number of securities to which transaction applies:
3. Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the amount
on which the filing fee is calculated and state how it was
determined):
4. Proposed aggregate offering price:
5. Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box is any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date
of its filing.
1. Amount previously paid:
2. Form, schedule, or registration statement number:
3. Filing party:
4. Date filed:
Notes:
INFORMATION STATEMENT
Global Foods Online, Inc.
520 North Kings Road, Suite 214
Los Angeles, California 90048
We Are Not Asking You for a Proxy and You Are
Requested Not To Send Us a Proxy
This Information Statement is furnished by the Board of
Directors of Global Foods Online, Inc., a Nevada corporation
("Company"), to the holders of record at the close of business on
November 7, 2001 ("Record Date"), of the Company's outstanding
common stock, par value $0.001 per share ("Common Stock"), pursuant
to Rule 14c-2 promulgated under the Securities Exchange Act of 1934,
as amended ("Exchange Act"). This Information Statement is being
furnished to such stockholders for the purpose of seeking consent of
the stockholders in regards to the following: 1) Increasing the
authorized Common Shares of the Company to 400,000,000 with a par
value of $0.001; 2) Change the name of the corporation to Global
Diversified Industries, Inc.; 3) Creating a Series A Preferred Class
of Stock with conversion rights at a five (5) Common for one (1)
Series A Preferred Share ratio; 4) Acquiring, through a share for
share exchange, Majestic Modular Buildings, Ltd., a Maryland
corporation; and 5) Acquiring, through a share for share exchange,
Lutrex Enterprises, Inc., a California corporation.
The Company's Board of Directors unanimously approved the
increase of the authorized common shares and the creation of the
Preferred Shares on November 1, 2001. The Company thereafter
received the consent of a majority of the outstanding shares of
Common Stock. The Company will, when permissible following the
expiration of the twenty-day period mandated by Rule 14c, do the
following: 1) File an Amendment to the Certificate of Incorporation
with the Nevada Secretary of State increasing the authorized shares
of the Company to 400,000,000 with a par value of $0.001 and
creating a Series A Preferred Class of Stock with conversion rights
at a five (5) Common for one (1) Series A Preferred Share ratio.
These amendments will not be filed until after a date which is at
least twenty (20) days after the filing of this Definitive
Information Statement.
This Information Statement will be sent on or about November 9,
2001, to the Company's stockholders of record who are not solicited
for their consent of this corporate action.
The Agreement and Plan of Exchange for Majestic Modular
Buildings, Ltd., and the Agreement and Plan of Exchange for Lutrex
Enterprises, Inc. are attached to this Schedule 14C. A Form 8-K
will be filed subsequent to the expiration of the filing period for
this Schedule 14C.
VOTING SECURITIES
The record date of shareholders entitled to receive notice of
this corporate action by the Company is the close of business on
November 7, 2001. On such date, the Company had issued and
outstanding 1) 11,057,342 shares of $0.001 par value common stock
that were entitled to vote on this issue. Each share is entitled to
one vote per share on any matter that may properly come before the
shareholders and there is no cumulative voting right on any shares.
Pursuant to applicable Nevada Law, there are no dissenter's or
appraisal rights relating to the matters to be voted
All matters to be voted on require an affirmative vote of a
majority of the issued and outstanding shares of the Company. The
Company has solicited and received written consent of greater than
50% of the majority of stockholders. As management and other major
shareholders hold, directly or indirectly, a majority of the
outstanding shares as of the record date and voted in favor of the
proposal and therefore has approved the proposal.
STOCK OWNERSHIP - COMMON STOCK
The following table sets forth information regarding the
beneficial ownership of shares of the Company's common stock as of
November 7, 2001 (11,057,342 issued and outstanding) by (i) all
shareholders known to the Company to be beneficial owners of more
than 5% of the outstanding Common Stock; (ii) each director and
executive officer; and (iii) all officers and directors of the
Company as a group. Except as may be otherwise indicated in the
footnotes to the table, each person has sole voting power and sole
dispositive power as to all of the shares shown as beneficially
owned by them.
Title of Name and Address Amount of Percent of
Class of Beneficial Owner Beneficial Class
Ownership(1)
Common Stock John Harrison 1,950,000 17.64%
Director, President
70 Alder Lodge
Stevenage Road
London SW6 6NR
England
Common Stock David Gordon 1,950,000 17.64%
Vice-President, Secretary,
Director
520 North Kings Road
Suite 214
Los Angeles, CA 90048
Common Stock Shares of all directors and 3,900,000 35.28
executive officers as a
group (4 persons)
Common Stock Cornell Capital Partners 964,303 8.72%
10 Exchange Place
Suite 1404
Jersey City, NJ 07302
(1) The shareholder votes taken achieved majority consent, thereby
confirming the Board of Directors' Resolution approving the
amendment to the Certificate of Incorporation, and did not rely upon
options as none of the options granted have voting rights.
DESCRIPTION OF SECURITIES.
I. Shareholders' Rights
A. Common Shares. The Company's articles of incorporation
currently authorize the issuance of 50,000,000 shares of common
stock, with a par value of $0.001. The holders of the shares:
have equal ratable rights to dividends from funds legally
available therefore, when, as, and if declared by the board
of directors of the company
are entitled to share ratably in all of the assets of the
company available for distribution upon winding up of the
affairs of the company
are entitled to one non-cumulative vote per share on all
matters on which shareholders may vote at all meetings of
shareholders.
These securities do not have any of the following rights
special voting rights
preference as to dividends or interest
preemptive rights to purchase in new issues of shares
preference upon liquidation
any other special rights or preferences.
In addition, the shares are not convertible into any other security.
There are no restrictions on dividends under any loan other
financing arrangements or otherwise. As of November 7, 2001, the
company had 11,057,342 shares of common stock issued and outstanding.
II. Possible Anti-Takeover Effects of Authorized but Unissued Stock.
The Company's authorized but unissued capital stock, will,
after amending the Articles of Incorporation to 400,000,000 and
after the issuance of stock to for the acquisitions of the two
subsidiaries, will consist of more than 280,000,000 shares of common
stock. One effect of the existence of authorized but unissued
capital stock may be to enable the Board of Directors to render more
difficult or to discourage an attempt to obtain control of the
company by means of a merger, tender offer, proxy contest, or
otherwise, and thereby to protect the continuity of the Company's
management. If, in the due exercise of its fiduciary obligations,
for example, the Board of Directors were to determine that a
takeover proposal was not in the Company's best interests, such
shares could be issued by the Board of Directors without stockholder
approval in one or more private placements or other transactions
that might prevent, or render more difficult or costly, completion
of the takeover transaction by diluting the voting or other rights
of the proposed acquirer or insurgent stockholder or stockholder
group, by creating a substantial voting block in institutional or
other hands that might undertake to support the position of the
incumbent board of directors, by effecting an acquisition that might
complicate or preclude the takeover, or otherwise.
III. Transfer Agent.
The company has engaged the services of Fidelity Transfer
Company to act as transfer agent and registrar.
IV. Amendment to the Certificate of Incorporation.
The corporate action to be taken consists of the Company filing
an Amendment to the Certificate of Incorporation.
FINANCIAL AND OTHER INFORMATION
The following documents previously filed by the Company (File
No. 000-29334) with the Securities and Exchange Commission pursuant
to the Exchange Act are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 2000, containing audited financial statements for
the fiscal years ended December 31, 2000, filed on April 17, 2001
pursuant to Section 13(a) of the Exchange Act.
(b) All other reports filed by the Company pursuant to Section
13(a) of the Exchange Act since April 17, 2001, consisting of the
Company's Quarterly Report on Form 10-QSB for the fiscal quarters
ended March 31, 2001 and June 30, 2001.
The latest Annual Report on Form 10-KSB will be given to
shareholders receiving this Information Statement.
By order of the Board of Directors
November 9, 2001
/s/ John Harrison
John Harrison, Director and President
EXHIBIT A - AGREEMENT AND PLAN OF EXCHANGE
WITH MAJESTIC MODULAR BUILDINGS, LTD.
AGREEMENT AND PLAN OF EXCHANGE
This Agreement and Plan of Exchange ("Agreement") between
Global Foods Online, Inc., a Nevada corporation ("Global"), and
Majestic Modular Buildings, Ltd., a Maryland corporation ("Modular"
or "Acquired Corporation"), wholly-owned subsidiary of The Majestic
Companies, Ltd., a Nevada Corporation, the two corporations, Global
and Modular, acting by their respective boards of directors and
sometimes collectively referred to as the "Constituent
Corporations," is entered into this 9th day of November 2001, and
will have an effective date as set forth in Article I, Section 2
hereafter.
WHEREAS, Global is a corporation organized and existing under
the laws of the State of Nevada, having been originally incorporated
on September 14, 1990, with its principal business office located at
520 North Kings Road, Suite 214, Los Angeles, California 90048;
WHEREAS, the authorized capital stock of Global consists of
Fifty Million (50,000,000) shares of common stock, par value of
$0.001 per share, of which Eleven Million Fifty-Seven Thousand Three
Hundred Forty-Two (11,057,342) shares are presently issued and outstanding.
WHEREAS, Nevada Revised Statutes 92A.110 confers upon Global
the power to acquire all of the outstanding owner's interests of one
or more classes or series of another entity not already owned by it,
and Nevada Revised Statutes 92A.250 confers upon Global the right to
issue its own shares in exchange for shares of another corporation;
WHEREAS, Modular is a corporation organized and existing under
the laws of the State of Maryland, with its principal business
office located at 320 Ninth Street, Modesto, CA 95351;
WHEREAS, Modular is a wholly-owned subsidiary of The Majestic
Companies, Ltd., a Nevada Corporation, which owns all one hundred
(100) shares of common stock, par value of $0.001 per share;
WHEREAS, Modular is a fully operational business that builds
modular classrooms for schools. Modular needs to have capital and
assets available to be able to complete its outstanding building contracts;
WHEREAS Global has received a commitment from an investment
group to fund Global with an equity line of credit in an amount not
to exceed Three Million Dollars ($3,000,000) over a twenty-four (24)
month period;
WHEREAS, concurrent with this Agreement, an Agreement and Plan
of Exchange is being consummated between Lutrex Enterprises, Inc.
and Global such that neither acquisition is a predecessor agreement
between Global and either of the two acquired companies, Modular or
Lutrex Enterprises, Inc.;
WHEREAS, the respective boards of directors of Global and
Modular deem it desirable and in the best interests of the
corporations and their stockholders that the corporations enter into
this Agreement pursuant to the terms and conditions contained
herein; and
WHEREAS, in order to consummate this exchange and in
consideration of the mutual benefits to be derived and the mutual
agreements contained herein, Global and Modular approve and adopt
this Agreement.
NOW, THEREFORE, in consideration of the promises and mutual
agreements, provisions and covenants herein contained, it is agreed
by and between the parties that, in accordance with the provisions
of the laws of the State of Nevada, there shall be an exchange of
interest between Global and Modular as of the Effective Date (as
defined in Article I, Section 2 hereafter) with Modular being a
subsidiary of Global, all on the terms and conditions set forth as
follows:
ARTICLE I
EXCHANGE OF INTEREST
1. Shareholder Approval.
This Agreement has been submitted to the shareholders of the
each of the Constituent Corporations as provided for in accordance
with the Nevada Revised Statutes and has been adopted by receiving
the affirmative vote of the holders of a majority of the common
stock of the Constituent Corporations. As this Agreement has been
so approved and adopted, Global and Modular shall immediately
proceed to effectuate the exchange of interest between Global and Modular.
2. Filings After Shareholder Approval.
As soon as practicable after all other conditions to the
obligations of the parties to this agreement to the effect the
exchange of interest shall have been satisfied or waived, Global
shall file with the Nevada Secretary of State a duly executed
Articles of Exchange, as required by Nevada Revised Statutes
92A.200, and take such other and future actions as may be required
by Nevada law to make the exchange of interest effective. The
exchange of interest between Global and Modular shall become
effective upon the filing of the Articles of Exchange with the
Nevada Secretary of State ("Effective Date").
3. Effect of Exchange of Interest.
When the exchange takes effect, the owner's interests of
Modular are exchanged as provided in this Agreement, and the former
holders of the owner's interests are entitled only to the rights
provided in the Articles of Exchange or any rights created pursuant
to NRS 92A.300 to 92A.500, inclusive.
ARTICLE II
NAME AND CONTINUED CORPORATE EXISTENCE
OF ACQUIRED CORPORATION
The corporate name of Modular, the acquired corporation, whose
corporate existence will survive this exchange as a wholly-owned
subsidiary of Global and continue thereafter, and its identity,
existence, purposes, powers, objects, franchises, rights and
immunities shall continue unaffected and unimpaired by the exchange
of interest.
ARTICLE III
DIRECTORS AND OFFICERS
OF ACQUIRED CORPORATION; INTERIM MANAGEMENT
1. Officers/Directors.
The current Board of Directors and Officers of Modular shall
resign upon the Effective Date. As a wholly-owned subsidiary of
Global, Global shall appoint the new officers and/or directors of
Modular as soon as practicable, and until such time, the following
individuals shall be interim Officers/Directors:
Gerard Lehman
The number of directors of the Acquired Corporation shall be three
(3) until changed by action of the Board of Directors of the
Acquired Corporation pursuant to its bylaws. If, on or after the
Effective Date, a vacancy shall for any reason exist in the Board of
Directors of the Acquired Corporation, or in any of the offices, the
vacancy shall be filled in the manner provided in the certificate of
incorporation of Global or in its bylaws.
2. Annual Meeting.
The first annual meeting of the shareholders of the Acquired
Corporation after the Effective Date shall be the annual meeting
provided by the bylaws of Global for the year 2002.
3. Management Agreement - Modular. Upon the signing of the
Agreement, the following management agreement will become effective:
(a) Beginning Tuesday, November 6, 2001, and continuing until
the closing of this transaction, Phil Hamilton will become the
manager of Modular in Modesto, California, with power to hire, fire
and otherwise operate the business operations and manufacturing
activities.
(b) Modular will fund all of its business operations during
such management period.
(c) Phil Hamilton will be compensated, in arrears, for such
management activities at the same rate he is subsequently employed
by Lutrex, a subsidiary of Global. In the event this transaction is
not consummated, Phil Hamilton will be paid a management fee of
$10,000.00 per month or portion thereof that he acts as the Modular
manager.
ARTICLE IV
CAPITAL STOCK OF ACQUIRED CORPORATION
The capitalization of the Acquired Corporation upon the
Effective Date shall be as set forth in the certificate of
incorporation of Modular.
ARTICLE V
EXCHANGE OF SHARES/ ISSUANCE OF NOTE PAYABLE
Global shall issue to The Majestic Companies, Ltd. a total of
Twenty-Eight Million, Five Hundred Thousand shares of the common
stock, par value of $0.001 per share of Global, such that, for each
of the One Hundred shares of Modular currently outstanding, there
will be Two Hundred Eighty-Five Thousand shares of Global issued to
The Majestic Companies, Ltd. It is understood that The Majestic
Companies, Ltd. will thereafter issue a dividend to its shareholders
of record the Twenty-Eight Million, Five Hundred Thousand shares of
the common stock of Global in a pro-rata distribution.
Global will sign a note payable to The Majestic Companies, Ltd.
for Nine Hundred Thousand Dollars ($900,000.00), payable over a
sixteen (16) month period. That period shall commence twenty days
after the filing of the Schedule 14C ("Effective Date") and the
inclusion of the acquisition agreements between the two wholly-owned
subsidiaries under the following structure: First payment, due on
the (Effective date), $10,000.00; Second payment, due one month
after the Effective date, $20,000.00; Third payment, due two months
after the Effective date, $30,000.00; Fourth payment, due three
months after the Effective date, $40,000.00; Fifth payment, due four
months after the Effective date, $50,000.00; Sixth payment, due five
months after the Execution date, $50,000.00; and for the remaining
ten (10) more, payments of $70,000.00 on each month thereafter after
the date of the Effective date. It is understood that in any month
whereby Global cannot make the payment without impairing working
capital, Global may elect to make all or any portion of the payment
in stock of Global at the bid price on the date the payment is due.
ARTICLE VI
ASSETS AND LIABILITIES
On the Effective Date, all property, real, personal and mixed,
and all debts due to either of the Constituent Corporations on
whatever account, as well for stock subscriptions as all other
choses in action, and all and every other interest of or belonging
to either of Constituent Corporations shall remain with each of the
Constituent Corporations, and the title to any real estate or any
interest, whether vested by deed or otherwise, in either of the
Constituent Corporations shall not revert or be in any way impaired
by reason of the exchange; provided, however, that all rights of
creditors and all liens upon the property of either of the
Constituent Corporations shall be preserved unimpaired, and any
debts, liabilities, obligations and duties of the respective
Constituent Corporations shall remain with each of them. The
parties respectively agree that from time to time, when requested by
either party or by its successors or assigns, they will execute and
deliver or cause to be executed and delivered all deeds and
instruments, and will take or cause to be taken all further or other
action, as either party may deem necessary or desirable in order to
vest in and confirm to each of the respective parties or its
successors or assigns title to and possession of all the property
and rights and otherwise carry out the intent and purposes of this
Agreement.
ARTICLE VII
CONDUCT OF BUSINESS BY CONSTITUENT CORPORATIONS
Prior to the Effective Date, Modular shall conduct its business
in its usual and ordinary manner, and shall not enter into any
transaction other than in the usual and ordinary course of such
business except as provided. Without limiting the generality of the
above, Modular shall not, except as otherwise consented to in
writing by Global or as otherwise provided in this Agreement:
1. Issue or sell any shares of its capital stock in addition to
those outstanding on this date, except shares issued pursuant to
rights or options outstanding at that date;
2. Issue rights to subscribe to or options to purchase any shares
of its stock in addition to those outstanding on this date;
3. Amend its certificate of incorporation or its bylaws;
4. Issue or contract to issue funded debt;
5. Declare or pay any dividend or make any other distribution upon
or with respect to its capital stock.
6. Repurchase any of its outstanding stock or by any other means
transfer any of its funds to its shareholders either selectively or
rateably, in return for value or otherwise, except as salary or
other compensation in the ordinary or normal course of business;
7. Undertake or incur any obligations or liabilities except
current obligations or liabilities in the ordinary course of
business and except for liabilities for fees and expenses in
connection with the negotiation and consummation of the merger in
amounts to be determined after the Effective Date;
8. Mortgage, pledge, subject to lien or otherwise encumber any
realty or any tangible or intangible personal property;
9. Sell, assign or otherwise transfer any tangible assets of
whatever kind, or cancel any claims, except in the ordinary course
of business;
10. Sell, assign, or otherwise transfer any trademark, trade name,
patent or other intangible asset;
11. Default in performance of any material provision of any
material contract or other obligation;
12. Waive any right of any substantial value; or
13. Purchase or otherwise acquire any equity or debt security of
another corporation except to realize on an otherwise worthless debt.
ARTICLE VIII
WARRANTIES OF THE CONSTITUENT CORPORATIONS
1. Representations and Warranties of Modular.
Modular covenants, represents and warrants to Global that:
a. It is on the date of this Agreement, and will be on the
Effective Date, (a) a corporation duly organized and existing and in
good standing under the laws of the jurisdiction of the State of
Maryland, (b) duly authorized under its articles, and under
applicable laws, to engage in the business carried on by it, and (c)
it is fully qualified to do business in the State of California;
b. Its Board of Directors and its stockholders have authorized and
approved the execution and delivery of this Agreement, and the
performance of the transactions contemplated by this Agreement.
c. It has complied with, and is not in violation of any applicable
Federal, State, or local statutes, laws, and regulations affecting
its properties or the operation of its business.
d. The execution and delivery of this Agreement and its
performance in the time and manner contemplated will not cause,
constitute, or conflict with, or result in any of the following: (1)
a breach or violation of any provisions of or constitute a default
under any license, indenture, mortgage instrument, article of
incorporation, bylaw, other agreement or instrument to which the
company is a party, or by which it may be bound, nor will any
consents or authorizations of any party other than those required or
(2) any event that would permit any party to any agreement or
instrument to terminate it or to accelerate the maturity of any
indebtedness or other obligation of the company.
e. It will use its best efforts to collect the accounts receivable
owned by it and will follow its past practices in connection with
the extension of any credit prior to the Effective Date;
f. All fixed assets owned by it and employed in its business are
of the type, kind and condition appropriate for its business and
will be operated in the ordinary course of business until the
Effective Date;
g. It has not been represented by any broker in connection with
the transaction contemplated, except as it has advised Global in
writing; and
h. Modular, in addition to other action which is has covenanted,
represented, and warranted to Global that it shall take, shall also:
(1) Use its best efforts to preserve its business organization
intact, to keep available to Global the present employees of
Modular, and to preserve for Global the relationships of
Modular with suppliers and customers and others having business
relations with Modular; and
2. Representations and Warranties of Global.
Global covenants, represents and warrants to Modular that:
a. It is on the date of this Agreement, and will be on the
Effective Date, (a) a corporation duly organized and existing and in
good standing under the laws of the jurisdiction of the State of
Nevada, (b) duly authorized under its articles, and under applicable
laws, to engage in the business carried on by it, and (c) it is
fully qualified to do business in the State of California;
b. Its Board of Directors and its shareholders have authorized and
approved the execution and delivery of this Agreement, and the
performance of the transactions contemplated by this Agreement, and
is a legal, valid, and binding obligation of the company, and is
enforceable in accordance with its terms and conditions.
c. It has complied with, and is not in violation of any applicable
Federal, State, or local statutes, laws, and regulations affecting
its properties or the operation of its business.
d. The execution and delivery of this Agreement and its
performance in the time and manner contemplated will not cause,
constitute, or conflict with, or result in any of the following: (1)
a breach or violation of any provisions of or constitute a default
under any license, indenture, mortgage instrument, article of
incorporation, bylaw, other agreement or instrument to which the
company is a party, or by which it may be bound, nor will any
consents or authorizations of any party other than those required or
(2) any event that would permit any party to any agreement or
instrument to terminate it or to accelerate the maturity of any
indebtedness or other obligation of the company.
e. It will use its best efforts to collect the accounts receivable
owned by it and will follow its past practices in connection with
the extension of any credit prior to the Effective Date;
f. All fixed assets owned by it and employed in its business are
of the type, kind and condition appropriate for its business and
will be operated in the ordinary course of business until the
Effective Date;
g. It has not been represented by any broker in connection with
the transaction contemplated, except as it has advised Global in writing;
h. It is a fully reporting company under the Securities Exchange
Act of 1934, and is current in all its reporting requirements;
i. Its common stock is listed and trading on the Over the Counted
Bulletin Board (under the trading symbol "GFDO") and no restrictions
have been imposed on the trading of these shares by the National
Association of Securities Dealers, Inc. or any other regulatory
body; and
j. Global represents that there are no outstanding options,
warrants or other instruments currently in existence that would
entitle anyone to acquire new shares of Global. In the event any
such instruments are found, the shareholders that were diluted by
such instruments will receive additional shares to offset such
entitlements. The purpose of this provision is to assure that after
the Modular and Lutrex acquisitions are completed, the shareholders
of both the subsidiaries will maintain the percentages contemplated
by the acquisitions of both subsidiaries, Twenty-Seven percent and
Fifty-Nine percent, respectively.
ARTICLE IX
CONSUMMATION OF EXCHANGE
Notwithstanding shareholder authorization and at any time prior
to the filing, the filing and recording of this Agreement may be
deferred from time to time by mutual consent of the respective
boards of directors of each of the Constituent Corporations, and, to
the extent provided below, the merger may be abandoned:
1. At the election of the Board of Directors of either Constituent
Corporation if:
a. The warranties and representations of the other Constituent
Corporation contained in this Agreement shall not be substantially
accurate in all material respects on and as of the Effective date;
or the covenants contained of the other Constituent Corporation
shall not have been performed or satisfied in all material respects;
or
b. Prior to the merger (1) there shall have been filed in any
court or agency having jurisdiction a complaint or other proceeding
seeking to restrain or enjoin the merger contemplated hereby.
ARTICLE X
POST EXECUTION, PRE EXCHANGE
It is understood that upon execution of this Agreement, and
concurrent with the execution of the agreement between Global and
Lutrex Enterprises, Inc., counsel for Global will file a Schedule
14C and as a result of that filing, the corporate action
contemplated by this transaction will not take place until twenty
(20) days thereafter. After the execution of this Agreement, and
during that twenty-day period, nothing shall cause this Agreement to
be void, voidable or invalid.
ARTICLE XI
MISCELLANEOUS
1. Access to Books and Records.
To enable Global to coordinate the activities of Modular with
those of Global on and after the Effective Date, Modular shall,
before the Effective Date, afford to the officers and authorized
representatives of Global free and full access to the plants,
properties, books and records of Modular, and the officers of
Modular will furnish Global with financial and operating data and
other information as to the business and properties of Modular as
Global shall from time to time reasonably request. Global shall,
before the Effective Date, afford to the officers and authorized
representatives of Modular such access, and Global's officers will
furnish such data and information to Modular, as may be reasonably
required by Modular for the preparation of its proxy statement in
connection with the meeting of shareholders to be called pursuant to
section 1 of Article I of this Agreement. Global and Modular agree
that, unless and until the merger contemplated by this Agreement has
been consummated, Global and Modular and their officers and
representatives will hold in strict confidence all data and
information obtained from one another as long as it is not in the
public domain, and if the merger provided for is not consummated as
contemplated, Global and Modular will each return to the other party
all data as the other party may reasonably request.
2. Rights Cumulative; Waivers.
The rights of each of the parties under this Agreement are
cumulative. The rights of each of the parties hereunder shall not
be capable of being waived or varied other than by an express waiver
or variation in writing. Any failure to exercise or any delay in
exercising any of such rights shall not operate as a waiver or
variation of that or any other such right. Any defective or partial
exercise of any of such rights shall not preclude any other or
further exercise of that or any other such right. No act or course
of conduct or negotiation on the part of any party shall in any way
preclude such party from exercising any such right or constitute a
suspension or any variation of any such right.
3. Benefit; Successors Bound.
This Agreement and the terms, covenants, conditions,
provisions, obligations, undertakings, rights, and benefits hereof,
shall be binding upon, and shall inure to the benefit of, the
undersigned parties and their heirs, executors, administrators,
representatives, successors, and permitted assigns.
4. Entire Agreement.
This Agreement contains the entire agreement between the
parties with respect to the subject matter hereof. There are no
promises, agreements, conditions, undertakings, understandings,
warranties, covenants or representations, oral or written, express
or implied, between them with respect to this Agreement or the
matters described in this Agreement, except as set forth in this
Agreement. Any such negotiations, promises, or understandings shall
not be used to interpret or constitute this Agreement.
5. Assignment.
Neither this Agreement nor any other benefit to accrue
hereunder shall be assigned or transferred by either party, either
in whole or in part, without the written consent of the other party,
and any purported assignment in violation hereof shall be void.
6. Amendment.
This Agreement may be amended only by an instrument in writing
executed by all the parties hereto.
7. Severability.
Each part of this Agreement is intended to be severable. In
the event that any provision of this Agreement is found by any court
or other authority of competent jurisdiction to be illegal or
unenforceable, such provision shall be severed or modified to the
extent necessary to render it enforceable and as so severed or
modified, this Agreement shall continue in full force and effect.
8. Section Headings.
The Section headings in this Agreement are for reference
purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
9. Construction.
Unless the context otherwise requires, when used herein, the
singular shall be deemed to include the plural, the plural shall be
deemed to include each of the singular, and pronouns of one or no
gender shall be deemed to include the equivalent pronoun of the
other or no gender.
10. Further Assurances.
In addition to the instruments and documents to be made,
executed and delivered pursuant to this Agreement, the parties
hereto agree to make, execute and deliver or cause to be made,
executed and delivered, to the requesting party such other
instruments and to take such other actions as the requesting party
may reasonably require to carry out the terms of this Agreement and
the transactions contemplated hereby.
11. Notices.
Any notice which is required or desired under this Agreement
shall be given in writing and may be sent by personal delivery or
either United States mail, postage prepaid, or Federal Express or
similar generally recognized overnight carrier.
12. Arbitration; Venue; Governing Law.
This agreement shall be deemed to be made, governed by,
interpreted under and construed in all respects in accordance with
the commercial rules of Judicial Arbitration and Mediation Service
("JAMS"). This chosen jurisdiction is irrespective of the country or
place of domicile or residence of either party. In the event of
controversy arising out of the interpretation, construction,
performance or breach of this agreement, the parties hereby consent
to adjudication under the commercial rules of JAMS. Said venue of
the arbitration shall be in Orange County, California. Judgment on
the award rendered by the arbitrator may be entered in any federal
or state court in Orange County, California. This Agreement shall be
construed and enforced under, in accordance with, and governed by,
the laws of the State of Nevada.
13. Consents.
The person signing this Agreement on behalf of each party
hereby represents and warrants that he has the necessary power,
consent and authority to execute and deliver this Agreement on
behalf of such party.
14. Termination of Agreement.
This Agreement shall terminate on the Effective Date unless all
actions required under this Agreement have not been fully performed.
15. Survival of Provisions.
The representations and warranties contained in Article VIII of
this Agreement and any liability of one Constituent Corporation to
the other for any default under the provisions of Articles IX of
this Agreement, shall expire with, and be terminated and
extinguished by, the merger under this Agreement on the Effective Date.
16. Execution in Counterparts.
This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original and all of which together
shall constitute one and the same agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to
be executed and delivered as of the date first above written.
GLOBAL:
By:/s/ John Harrison
John Harrison, President
MODULAR:
By:/s/ Gerard Lehman
Gerard Lehman, President
EXHIBIT B - AGREEMENT AND PLAN OF EXCHANGE
WITH LUTREX ENTERPRISES, INC.
AGREEMENT AND PLAN OF EXCHANGE
This Agreement and Plan of Exchange ("Agreement") between
Global Foods Online, Inc., a Nevada corporation ("Global"), and
Lutrex Enterprises, Inc., a California corporation ("Lutrex" or
"Acquired Corporation"), the two corporations acting by their
respective boards of directors and sometimes collectively referred
to as the "Constituent Corporations," is entered into this 9th day of
November 2001, and will have an effective date as set forth in
Article I, Section 2 hereafter.
WHEREAS, Global is a corporation organized and existing under
the laws of the State of Nevada, having been originally incorporated
on September 14, 1990, with its principal business office located at
520 North Kings Road, Suite 214, Los Angeles, California 90048;
WHEREAS, the authorized capital stock of Global consists of
Fifty Million (50,000,000) shares of common stock, par value of
$0.001 per share, of which Eleven Million Fifty-Seven Thousand Three
Hundred Forty-Two (11,057,342) shares are presently issued and outstanding.
WHEREAS, Nevada Revised Statutes 92A.110 confers upon Global
the power to acquire all of the outstanding owner's interests of one
or more classes or series of another entity not already owned by it,
and Nevada Revised Statutes 92A.250 confers upon Global the right to
issue its own shares in exchange for shares of another corporation;
WHEREAS, Lutrex is a corporation organized and existing under
the laws of the State of California, with its principal business
office located at 2724 Nathan Ave, Modesto, CA 95354;
WHEREAS, Lutrex currently has issued and outstanding one
hundred (100) shares of common stock, par value of $0.001 per share.
WHEREAS, Lutrex is a corporation that is equipped to build
modular classrooms for schools. Lutrex has assets consisting of
equipment, building materials, assembly lines, media collateral and
management expertise. Lutrex seeks to become a wholly-owned
subsidiary of a publicly-traded Over-the-Counter Bulletin Board
Company that currently is also acquiring another operational modular
company in the Modesto area, Majestic Modular Buildings, Ltd.,
hereinafter "Modular";
WHEREAS Global has received a commitment from an investment
group to fund Global with an equity line of credit in an amount not
to exceed Three Million Dollars ($3,000,000) over a twenty-four (24)
month period;
WHEREAS, concurrent with this Agreement, an Agreement and Plan
of Exchange is being consummated between Modular and Global such
that neither acquisition is a predecessor agreement between Global
and either of the two acquired companies, Modular or Lutrex
Enterprises, Inc.;
WHEREAS, the respective boards of directors of Global and
Lutrex deem it desirable and in the best interests of the
corporations and their stockholders that the corporations enter into
this Agreement pursuant to the terms and conditions contained
herein; and
WHEREAS, in order to consummate this exchange and in
consideration of the mutual benefits to be derived and the mutual
agreements contained herein, Global and Lutrex approve and adopt
this Agreement.
NOW, THEREFORE, in consideration of the promises and mutual
agreements, provisions and covenants herein contained, it is agreed
by and between the parties that, in accordance with the provisions
of the laws of the State of Nevada, there shall be an exchange of
interest between Global and Lutrex as of the Effective Date (as
defined in Article I, Section 2 hereafter) with Lutrex being a
wholly-owned subsidiary of Global, all on the terms and conditions
set forth as follows:
ARTICLE I
EXCHANGE OF INTEREST
3. Shareholder Approval.
This Agreement has been submitted to the shareholders of the
each of the Constituent Corporations as provided for in accordance
with the Nevada Revised Statutes and has been adopted by receiving
the affirmative vote of the holders of a majority of the common
stock of the Constituent Corporations. As this Agreement has been
so approved and adopted, Global and Lutrex shall immediately proceed
to effectuate the exchange of interest between Global and Lutrex.
4. Filings After Shareholder Approval.
As soon as practicable after all other conditions to the
obligations of the parties to this agreement to the effect the
exchange of interest shall have been satisfied or waived, Global
shall file with the Nevada Secretary of State a duly executed
Articles of Exchange, as required by Nevada Revised Statutes
92A.200, and take such other and future actions as may be required
by Nevada law to make the exchange of interest effective. The
exchange of interest between Global and Lutrex shall become
effective upon the filing of the Articles of Exchange with the
Nevada Secretary of State ("Effective Date").
3. Effect of Exchange of Interest.
When the exchange takes effect, the owner's interests of Lutrex
are exchanged as provided in this Agreement, and the former holders
of the owner's interests are entitled only to the rights provided in
the Articles of Exchange or any rights created pursuant to NRS
92A.300 to 92A.500, inclusive.
ARTICLE II
NAME AND CONTINUED CORPORATE EXISTENCE
OF ACQUIRED CORPORATION
The corporate name of Lutrex, the acquired corporation, whose
corporate existence will survive this exchange as a wholly-owned
subsidiary of Global and continue thereafter, and its identity,
existence, purposes, powers, objects, franchises, rights and
immunities shall continue unaffected and unimpaired by the exchange
of interest.
ARTICLE III
DIRECTORS AND OFFICERS
OF ACQUIRED CORPORATION
2. Officers/Directors.
The current Board of Directors and Officers of Lutrex shall not
resign upon the Effective Date. The following individuals shall be
Officers and/or Directors of Global:
Philip O. Hamilton Peter Colmer
Adam DeBard Robert W. Crabtree
The number of directors of the Acquired Corporation shall be three
(3) until changed by action of the Board of Directors of the
Acquired Corporation pursuant to its bylaws. If, on or after the
Effective Date, a vacancy shall for any reason exist in the Board of
Directors of the Acquired Corporation, or in any of the offices, the
vacancy shall be filled in the manner provided in the certificate of
incorporation of the acquired corporation or in its bylaws.
2. Annual Meeting.
The first annual meeting of the shareholders of the Acquired
Corporation after the Effective Date shall be the annual meeting
provided by the bylaws of Global for the year 2002.
3. Management Agreement - Modular. Upon the signing of the
Agreement, the following management agreement will become effective:
(d) Beginning Tuesday, November 6, 2001, and continuing until
the closing of this transaction, Phil Hamilton will become the
manager of Modular in Modesto, California, with power to hire, fire
and otherwise operate the business operations and manufacturing
activities.
(e) Modular will fund all of its business operations during
such management period.
Phil Hamilton will be compensated, in arrears, for such
management activities at the same rate he is subsequently employed
by Lutrex, a subsidiary of Global. In the event this transaction is
not consummated, Phil Hamilton will be paid a management fee of
$10,000.00 per month or portion thereof that he acts as the Modular
manager.
ARTICLE IV
CAPITAL STOCK OF SURVIVING CORPORATION
The capitalization of the Acquired Corporation upon the
Effective Date shall be as set forth in the certificate of
incorporation of Lutrex.
ARTICLE V
EXCHANGE OF SHARES/ ISSUANCE OF NOTE PAYABLE
Global shall issue to the Lutrex shareholders a total of Fifty-
Nine Million shares of the common stock, par value of $0.001 per
share of Global, such that, for each of the One Hundred shares of
Lutrex currently outstanding, there will be Five Hundred Ninety
Thousand shares of Global issued to Lutrex.
Global will also pay to the Lutrex shareholders Seven Hundred
Thousand Dollars ($700,000.00) worth of Global stock over a ten-
month period in increments of $70,000.00 per month, said stock to be
valued at the bid price on the first day of each month. The first
such stock issuance shall be on the first day of the sixth calendar
month after the "Execution Date" and shall continue on the first day
of the next nine months.
ARTICLE VI
ASSETS AND LIABILITIES
On the Effective Date, all property, real, personal and mixed,
and all debts due to either of the Constituent Corporations on
whatever account, as well for stock subscriptions as all other
choses in action, and all and every other interest of or belonging
to either of Constituent Corporations shall remain with each of the
Constituent Corporations, and the title to any real estate or any
interest, whether vested by deed or otherwise, in either of the
Constituent Corporations shall not revert or be in any way impaired
by reason of the exchange; provided, however, that all rights of
creditors and all liens upon the property of either of the
Constituent Corporations shall be preserved unimpaired, and any
debts, liabilities, obligations and duties of the respective
Constituent Corporations shall remain with each of them. The
parties respectively agree that from time to time, when requested by
either party or by its successors or assigns, they will execute and
deliver or cause to be executed and delivered all deeds and
instruments, and will take or cause to be taken all further or other
action, as either party may deem necessary or desirable in order to
vest in and confirm to each of the respective parties or its
successors or assigns title to and possession of all the property
and rights and otherwise carry out the intent and purposes of this Agreement.
ARTICLE VII
CONDUCT OF BUSINESS BY CONSTITUENT CORPORATIONS
Prior to the Effective Date, Lutrex shall conduct its business
in its usual and ordinary manner, and shall not enter into any
transaction other than in the usual and ordinary course of such
business except as provided. Without limiting the generality of the
above, Lutrex shall not, except as otherwise consented to in writing
by Global or as otherwise provided in this Agreement:
1. Issue or sell any shares of its capital stock in addition to
those outstanding on this date, except shares issued pursuant to
rights or options outstanding at that date;
2. Issue rights to subscribe to or options to purchase any shares
of its stock in addition to those outstanding on this date;
3. Amend its certificate of incorporation or its bylaws;
4. Issue or contract to issue funded debt;
5. Declare or pay any dividend or make any other distribution upon
or with respect to its capital stock.
6. Repurchase any of its outstanding stock or by any other means
transfer any of its funds to its shareholders either selectively or
rateably, in return for value or otherwise, except as salary or
other compensation in the ordinary or normal course of business;
7. Undertake or incur any obligations or liabilities except
current obligations or liabilities in the ordinary course of
business and except for liabilities for fees and expenses in
connection with the negotiation and consummation of the merger in
amounts to be determined after the Effective Date;
8. Mortgage, pledge, subject to lien or otherwise encumber any
realty or any tangible or intangible personal property;
9. Sell, assign or otherwise transfer any tangible assets of
whatever kind, or cancel any claims, except in the ordinary course
of business;
10. Sell, assign, or otherwise transfer any trademark, trade name,
patent or other intangible asset;
11. Default in performance of any material provision of any
material contract or other obligation;
12. Waive any right of any substantial value; or
13. Purchase or otherwise acquire any equity or debt security of
another corporation except to realize on an otherwise worthless debt.
ARTICLE VIII
WARRANTIES OF THE CONSTITUENT CORPORATIONS
3. Representations and Warranties of Lutrex.
Lutrex covenants, represents and warrants to Global that:
a. It is on the date of this Agreement, and will be on the
Effective Date, (a) a corporation duly organized and existing and in
good standing under the laws of the jurisdiction of the State of
California, (b) duly authorized under its articles, and under
applicable laws, to engage in the business carried on by it, and (c)
it is fully qualified to do business in the State of California;
b. Its Board of Directors and its stockholders have authorized and
approved the execution and delivery of this Agreement, and the
performance of the transactions contemplated by this Agreement.
c. It has complied with, and is not in violation of any applicable
Federal, State, or local statutes, laws, and regulations affecting
its properties or the operation of its business.
d. It has assets consisting of equipment, building materials,
assembly lines, business plans, media collateral and management expertise.
e. The execution and delivery of this Agreement and its
performance in the time and manner contemplated will not cause,
constitute, or conflict with, or result in any of the following: (1)
a breach or violation of any provisions of or constitute a default
under any license, indenture, mortgage instrument, article of
incorporation, bylaw, other agreement or instrument to which the
company is a party, or by which it may be bound, nor will any
consents or authorizations of any party other than those required or
(2) any event that would permit any party to any agreement or
instrument to terminate it or to accelerate the maturity of any
indebtedness or other obligation of the company.
f. It will use its best efforts to collect the accounts receivable
owned by it and will follow its past practices in connection with
the extension of any credit prior to the Effective Date;
g. All fixed assets owned by it and employed in its business are
of the type, kind and condition appropriate for its business and
will be operated in the ordinary course of business until the
Effective Date;
h. It has not been represented by any broker in connection with
the transaction contemplated, except as it has advised Global in
writing; and
i. Lutrex, in addition to other action which is has covenanted,
represented, and warranted to Global that it shall take, shall also:
(1) Use its best efforts to preserve its business organization
intact, to keep available to Global the present employees of
Lutrex, and to preserve for Global the relationships of Lutrex
with suppliers and customers and others having business
relations with Lutrex.
4. Representations and Warranties of Global.
Global covenants, represents and warrants to Lutrex that:
a. It is on the date of this Agreement, and will be on the
Effective Date, (a) a corporation duly organized and existing and in
good standing under the laws of the jurisdiction of the State of
Nevada, (b) duly authorized under its articles, and under applicable
laws, to engage in the business carried on by it, and (c) it is
fully qualified to do business in the State of California;
b. Its Board of Directors and its shareholders have authorized and
approved the execution and delivery of this Agreement, and the
performance of the transactions contemplated by this Agreement, and
is a legal, valid, and binding obligation of the company, and is
enforceable in accordance with its terms and conditions.
c. It has complied with, and is not in violation of any applicable
Federal, State, or local statutes, laws, and regulations affecting
its properties or the operation of its business.
d. The execution and delivery of this Agreement and its
performance in the time and manner contemplated will not cause,
constitute, or conflict with, or result in any of the following: (1)
a breach or violation of any provisions of or constitute a default
under any license, indenture, mortgage instrument, article of
incorporation, bylaw, other agreement or instrument to which the
company is a party, or by which it may be bound, nor will any
consents or authorizations of any party other than those required or
(2) any event that would permit any party to any agreement or
instrument to terminate it or to accelerate the maturity of any
indebtedness or other obligation of the company.
e. It will use its best efforts to collect the accounts receivable
owned by it and will follow its past practices in connection with
the extension of any credit prior to the Effective Date;
f. All fixed assets owned by it and employed in its business are
of the type, kind and condition appropriate for its business and
will be operated in the ordinary course of business until the
Effective Date;
g. It has not been represented by any broker in connection with
the transaction contemplated, except as it has advised Global in writing;
h. It is a fully reporting company under the Securities Exchange
Act of 1934, and is current in all its reporting requirements;
i. Its common stock is listed and trading on the Over the Counted
Bulletin Board (under the trading symbol "GFDO") and no restrictions
have been imposed on the trading of these shares by the National
Association of Securities Dealers, Inc. or any other regulatory
body; and
j. Global represents that there are no outstanding options,
warrants or other instruments currently in existence that would
entitle anyone to acquire new shares of Global. In the event any
such instruments are found, the shareholders that were diluted by
such instruments will receive additional shares to offset such
entitlements. The purpose of this provision is to assure that after
the Modular and Lutrex acquisitions are completed, the shareholders
of both the subsidiaries will maintain the percentages contemplated
by the acquisitions of both subsidiaries, Twenty-Seven percent and
Fifty-Nine percent, respectively.
ARTICLE IX
CONSUMMATION OF EXCHANGE
If the exchange contemplated is completed, all expenses
incurred in consummating the plan of exchange shall, except as
otherwise agreed in writing between the Constituent Corporations, be
borne by Global. If the merger is not completed, each of the
Constituent Corporations shall be liable for, and shall pay, the
expenses incurred by it.
Notwithstanding shareholder authorization and at any time prior
to the filing, the filing and recording of this Agreement may be
deferred from time to time by mutual consent of the respective
boards of directors of each of the Constituent Corporations, and, to
the extent provided below, the merger may be abandoned:
1. At the election of the Board of Directors of either Constituent
Corporation if:
a. The warranties and representations of the other Constituent
Corporation contained in this Agreement shall not be substantially
accurate in all material respects on and as of the date of election;
or the covenants contained of the other Constituent Corporation
shall not have been performed or satisfied in all material respects;
or
b. Prior to the merger (1) there shall have been filed in any
court or agency having jurisdiction a complaint or other proceeding
seeking to restrain or enjoin the merger contemplated hereby.
ARTICLE X
POST EXECUTION, PRE EXCHANGE
It is understood that upon execution of this Agreement, and
concurrent with the execution of the agreement between Global and
Lutrex Enterprises, Inc., counsel for Global will file a Schedule
14C and as a result of that filing, the corporate action
contemplated by this transaction will not take place until twenty
(20) days thereafter. After the execution of this Agreement, and
during that twenty day period, nothing shall cause this Agreement to
be void, voidable or invalid.
ARTICLE XI
MISCELLANEOUS
1. Access to Books and Records.
To enable Global to coordinate the activities of Lutrex with
those of Global on and after the Effective Date, Lutrex shall,
before the Effective Date, afford to the officers and authorized
representatives of Global free and full access to the plants,
properties, books and records of Lutrex, and the officers of Lutrex
will furnish Global with financial and operating data and other
information as to the business and properties of Lutrex as Global
shall from time to time reasonably request. Global shall, before
the Effective Date, afford to the officers and authorized
representatives of Lutrex such access, and Global's officers will
furnish such data and information to Lutrex, as may be reasonably
required by Lutrex for the preparation of its proxy statement in
connection with the meeting of shareholders to be called pursuant to
section 1 of Article I of this Agreement. Global and Lutrex agree
that, unless and until the merger contemplated by this Agreement has
been consummated, Global and Lutrex and their officers and
representatives will hold in strict confidence all data and
information obtained from one another as long as it is not in the
public domain, and if the merger provided for is not consummated as
contemplated, Global and Lutrex will each return to the other party
all data as the other party may reasonably request.
2. Rights Cumulative; Waivers.
The rights of each of the parties under this Agreement are
cumulative. The rights of each of the parties hereunder shall not
be capable of being waived or varied other than by an express waiver
or variation in writing. Any failure to exercise or any delay in
exercising any of such rights shall not operate as a waiver or
variation of that or any other such right. Any defective or partial
exercise of any of such rights shall not preclude any other or
further exercise of that or any other such right. No act or course
of conduct or negotiation on the part of any party shall in any way
preclude such party from exercising any such right or constitute a
suspension or any variation of any such right.
3. Benefit; Successors Bound.
This Agreement and the terms, covenants, conditions,
provisions, obligations, undertakings, rights, and benefits hereof,
shall be binding upon, and shall inure to the benefit of, the
undersigned parties and their heirs, executors, administrators,
representatives, successors, and permitted assigns.
4. Entire Agreement.
This Agreement contains the entire agreement between the
parties with respect to the subject matter hereof. There are no
promises, agreements, conditions, undertakings, understandings,
warranties, covenants or representations, oral or written, express
or implied, between them with respect to this Agreement or the
matters described in this Agreement, except as set forth in this
Agreement. Any such negotiations, promises, or understandings shall
not be used to interpret or constitute this Agreement.
5. Assignment.
Neither this Agreement nor any other benefit to accrue
hereunder shall be assigned or transferred by either party, either
in whole or in part, without the written consent of the other party,
and any purported assignment in violation hereof shall be void.
6. Amendment.
This Agreement may be amended only by an instrument in writing
executed by all the parties hereto.
7. Severability.
Each part of this Agreement is intended to be severable. In
the event that any provision of this Agreement is found by any court
or other authority of competent jurisdiction to be illegal or
unenforceable, such provision shall be severed or modified to the
extent necessary to render it enforceable and as so severed or
modified, this Agreement shall continue in full force and effect.
8. Section Headings.
The Section headings in this Agreement are for reference
purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
9. Construction.
Unless the context otherwise requires, when used herein, the
singular shall be deemed to include the plural, the plural shall be
deemed to include each of the singular, and pronouns of one or no
gender shall be deemed to include the equivalent pronoun of the
other or no gender.
10. Further Assurances.
In addition to the instruments and documents to be made,
executed and delivered pursuant to this Agreement, the parties
hereto agree to make, execute and deliver or cause to be made,
executed and delivered, to the requesting party such other
instruments and to take such other actions as the requesting party
may reasonably require to carry out the terms of this Agreement and
the transactions contemplated hereby.
11. Notices.
Any notice which is required or desired under this Agreement shall
be given in writing and may be sent by personal delivery or either
United States mail, postage prepaid, or Federal Express or similar
generally recognized overnight carrier.
12. Arbitration; Venue; Governing Law.
This agreement shall be deemed to be made, governed by,
interpreted under and construed in all respects in accordance with
the commercial rules of Judicial Arbitration and Mediation Service
("JAMS"). This chosen jurisdiction is irrespective of the country or
place of domicile or residence of either party. In the event of
controversy arising out of the interpretation, construction,
performance or breach of this agreement, the parties hereby consent
to adjudication under the commercial rules of JAMS. Said venue of
the arbitration shall be in Orange County, California. Judgment on
the award rendered by the arbitrator may be entered in any federal
or state court in Orange County, California. This Agreement shall be
construed and enforced under, in accordance with, and governed by,
the laws of the State of Nevada.
13. Consents.
The person signing this Agreement on behalf of each party
hereby represents and warrants that he has the necessary power,
consent and authority to execute and deliver this Agreement on
behalf of such party.
14. Termination of Agreement.
This Agreement shall terminate on the Effective Date unless all
actions required under this Agreement have not been fully performed.
15. Survival of Provisions.
The representations and warranties contained in Article VIII of
this Agreement and any liability of one Constituent Corporation to
the other for any default under the provisions of Articles IX of
this Agreement, shall expire with, and be terminated and
extinguished by, the merger under this Agreement on the Effective Date.
16. Execution in Counterparts.
This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original and all of which together
shall constitute one and the same agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to
be executed and delivered as of the date first above written.
GLOBAL:
By:/s/ John Harrison
John Harrison, President
LUTREX:
By:/s/ Phil Hamilton
Phil Hamilton, President