Exhibit 99.1
DATED 12th August 2005
(1) ACTIVECORE TECHNOLOGIES INC
and
(2) ANTHONY JAMES MCGURK
-------------------------------
SETTLEMENT AGREEMENT
Without Prejudice
-------------------------------
Judge Sykes Frixou
York House
23 Kingsway
London
WC2B 6YF
Ref: AW/ACP/HB/A
Tel: 020 7379 5114
Fax 020 7836 4974
THIS AGREEMENT is made on the 12th August 2005
BETWEEN:
(1) ACTIVECORE TECHNOLOGIES INC a company registered in the State of Nevada
USA whose company registration number is 2249-94 ("ActiveCore"); and
(2) ANTHONY MCGURK of Burford House Great Rollright Oxfordshire England OX7
5RB ("Mr. McGurk")
WHEREAS
(A) ActiveCore is authorised to issue two classes of shares namely "common
stock" and "preferred stock". The total number of shares that ActiveCore
is authorised to issue is 200,000,000 shares with a par value of $0.001
per share. 150,000,000 shares shall be common stock and 50,000,000 shares
shall be preferred stock. At the date of this Agreement 1.4 million
common/preferred shares are legally and beneficially owned by Mr. McGurk
("McGurk Sale Shares").
(B) Twincentric Limited (a company registered in England under company
registration number 4573588) ("Twincentric")) whose registered office is
situated at Buxton Court 3 West Way Butley Oxford OX2 0JB has an
authorised share capital of (pound)200,000 divided into 200,000 ordinary
shares of (pound)1 each all of which are issued ("the Twincentric Shares")
as to 100,000 in the name of James Burnie Conning and 100,000 in the name
of Mr. McGurk and the beneficial interest in all which shares belongs to
ActiveCore. .
(C) Mr. McGurk was employed by ActiveCore in accordance with the Employment
Agreement dated 21 June 2004 as Managing Director of Twincentric.
(D) The Parties have agreed to enter in to this Agreement to record and
implement the terms upon which both Parties have agreed to sever their
business relationship and upon which they have agreed to settle all
outstanding claims which either party has or may have rising out of or in
connection with or as a consequence of Mr. McGurk's employment and / or
the termination of his employment with the ActiveCore Group (defined
below) or otherwise against either party.
(E) The Parties have agreed as part of the severance to exchange with each
other their respective shareholdings in ActiveCore and Twincentric so that
the result is that Mr. McGurk becomes the sole shareholder of Twincentric
and thereafter he has no interest or shareholding in the ActiveCore Group.
(F) In relation to the above the Parties have also entered into this Agreement
to record their respective post-termination and confidentiality
obligations of Mr. McGurk.
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(G) This Agreement constitutes the entire Agreement between the Parties and is
also intended to satisfy the statutory conditions relating to Compromise
Agreements.
(H) Other than as provided in this Agreement, none of ActiveCore Group nor Mr
McGurk nor Twincentric shall have any further or continuing obligation to
each other.
IT IS HEREBY AGREED AS FOLLOWS:
1 DEFINITIONS AND INTERPRETATIONS
1.1 In this Agreement the following expressions shall have the following
meanings:
"ActiveCore Group" means ActiveCore and all of its subsidiaries and / or
associated companies but excluding Twincentric
"ActiveCore Confidential Information" means information of a sensitive,
secret or confidential nature relating to the ActiveCore Group its or
their customers or suppliers but shall not include any information which
at the time of its disclosure is in the public domain or which comes into
the public domain for any reason (except by reason of breach of this
Agreement) or which is of a trivial nature and causes no detriment or
damage to the ActiveCore Group or which is disclosed by the ActiveCore
Group on a non-confidential basis or which is subsequently received by Mr.
McGurk from a third party without obligations of confidentiality;
"Completion" means the completion of the sales and purchases of the shares
in clause 2 hereof
"Completion Date" means the date of this Agreement
"Employment Agreement" means Mr. McGurk's contract of employment with
ActiveCore dated 21 June 2004;
"Mr McGurk's Solicitor" means Wise Geary of the Courtyard, Chapel Lane,
Bodicote, Banbury, Oxon, OX15 4DB
"Parties" means ActiveCore and Mr. McGurk;
"Relevant Period" means the period ending on the second anniversary of the
Termination Date;
"Termination" means the termination of Mr. McGurk's employment with the
ActiveCore Group;
"Twincentric Confidential Information" means information of a sensitive,
secret or confidential nature relating to Twincentric, its customers or
suppliers, its products but shall not include any information which at the
time of its disclosure is in the public domain or which comes into the
public domain for any reason (except by reason of breach of this
Agreement) or which is trivial or obvious and causes no detriment or
damage to Twincentric.
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"Twincentric Debt" means the inter-company debt in the sum of
(pound)155,329 which Twincentric owes to ActiveCore at the date of this
Agreement
1.2 References to clauses or clause numbers shall, unless the contrary is
apparent from the context, be to clauses and clause numbers of this
Agreement.
2 SALE AND PURCHASE OF SHARES
2.1 Mr. McGurk hereby sells and ActiveCore hereby buys from Mr. McGurk all of
his shareholding in ActiveCore being the McGurk Sale Shares free from all
liens, charges, equities and encumbrances whatsoever and together with all
rights now or hereafter attaching or accruing thereto and all dividend or
distributions thereafter declared made or paid in respect thereof in
consideration for the transfer to Mr. McGurk of the Twincentric Shares and
the release and discharge of the Twincentric Debt by ActiveCore.
2.2 ActiveCore hereby sells and Mr. McGurk buys from ActiveCore the
Twincentric Shares free from all liens, charges, equities and encumbrances
whatsoever and together with all rights now and hereafter attaching or
accruing thereto and all dividends and distributions hereafter declared
made or paid in respect thereof in consideration for the transfer to
ActiveCore of the McGurk Sale Shares in accordance with clause 2.1 above.
2.3 Neither party will be obliged to complete the sales and purchases in 2.1
and 2.2 above unless both sales and purchases are completed
simultaneously.
3 RELEASE OF TWINCENTRIC DEBT
3.1 Immediately following Completion ActiveCore irrevocably and
unconditionally releases and discharges all of the Twincentric Debt in
consideration for the transfer to ActiveCore of the McGurk Sale Shares and
for the avoidance of doubt ActiveCore confirms that Twincentric will have
no further obligations to repay any part of Twincentric Debt following
Completion.
4. COMPLETION
4.1 Completion of the sales and purchases in clause 2 shall take place
immediately following the signing of this Agreement whereupon:-
(1) ActiveCore shall deliver to Mr. McGurk:
(a) a Stock Transfer Form duly executed by ActiveCore in relation to the
Twincentric Shares;
(b) the original stock transfer forms by which ActiveCore originally
acquired the Twincentric Shares and a payment of (pound)1,200 by way of
same day transfer to Mr McGurk's Solicitor in respect of the stamp duty on
these transfers; and
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(c) a payment of (pound)940 by way of same day transfer to Mr McGurk's
Solicitors being the payment due under clause 9.2.
(2) Mr. McGurk shall forthwith deliver to ActiveCore such Stock Transfer Form
or equivalent documentation as ActiveCore Group shall reasonably require
duly executed by himself in respect of the McGurk Sale Shares together
with the corresponding original share certificate(s)
(3) ActiveCore shall procure that a meeting of its Board of Directors is held
and Mr McGurk shall procure that a meeting of the Board of Directors of
Twincentric is held at which the Share Transfers referred to above are
approved.
5 WARRANTIES
5.1 ActiveCore warrants, undertakes and represents to Mr. McGurk as conditions
of this Agreement in the terms of Schedule 2.
5.2 Mr. McGurk warrants, undertakes and represents to ActiveCore as conditions
of this Agreement in the terms of Schedule 3 of this Agreement.
6 MR MCGURK'S TERMINATION OF EMPLOYMENT
6.1 Mr. McGurk agrees to resign as a Director and / or secretary of ActiveCore
and any company within the ActiveCore Group with effect from the
Completion Date and acknowledges that he has no claim against ActiveCore
nor any of the ActiveCore Group for loss of office or howsoever otherwise.
6.2 Subject to the terms of this Agreement Mr. McGurk's employment will
terminate with effect from the Completion Date.
7 FULL AND FINAL SETTLEMENT
7.1 Mr. McGurk represents and warrants that:
7.1.1 he has instructed the advisor identified in clause 9 of this
Agreement to advise him whether he has or may have any statutory or
common law claim whether referred to within this Agreement or
otherwise against the ActiveCore Group, or any of its officers,
employees or shareholders, arising out of or in connection with the
Employment Contract and its termination; and
7.1.2 he has provided the advisor with whatever information is in his
possession to enable the advisor to advise whether he has or may
have any statutory or common law claims;
7.1.3 he does not have any statutory and/or common-law claims other than
those which are intimated and settled by way of this Agreement.
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7.2 Mr. McGurk hereby accepts and acknowledges the terms of this Agreement are
in full and final settlement of all claims and complaints against the
ActiveCore Group and including (without limitation) the claims specified
in this clause and clause 7.3 and all claims whatsoever in all
jurisdictions for breach of contract arising under UK common law or
statute or pursuant to European Community Law which he may have against
the ActiveCore Group or any of its officers or employees arising out of or
in connection with the Employment Agreement, his employment with the
ActiveCore Group and/or the Termination.
7.3 By entering into and accepting the arrangements set out in this Agreement
Mr. McGurk agrees that he will not (nor will anyone acting on his behalf)
present any complaint to the Employment Tribunals or any court or tribunal
against the ActiveCore Group whether on the grounds that: -
7.3.1 he has been wrongfully dismissed; or
7.3.2 he has been unfairly dismissed (including dismissal in connection
with any transfer of an undertaking under the Transfer of
Undertakings (Protection of Employment) Regulations 1981); or
7.3.3 the ActiveCore Group has failed to give written reasons for his
dismissal; or
7.3.4 he has suffered any unlawful deduction from his wages; or
7.3.5 the ActiveCore Group has failed to make a statutory redundancy
payment or provide a written breakdown of the same; or
7.3.6 the ActiveCore Group has failed to consult with appropriate
representatives in connection with any transfer of an undertaking
or a redundancy; or
7.3.7 the ActiveCore Group has failed to pay a protective award or
compensation order; or
7.3.8 he has a claim for breach of contract (including for holiday pay or
unpaid bonuses or any other entitlements); or
7.3.9 he had a right to paid or unpaid time off; or
7.3.10 he has suffered a detriment or he has a claim against the
ActiveCore Group under:
7.3.10.1 the Equal Pay Act;
7.3.10.2 the Public Interest Disclosure Act 1998;
7.3.10.3 the Data Protection Act 1998;
7.3.10.4 the Part-Time Workers (Prevention of Less Favourable
Treatment) Regulations 2000 ("PTR");
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7.3.10.5 the National Minimum Wage Act 1998 ("MWA");
7.3.10.6 the Working Time Regulations 1998 ("WTR") as amended;
7.3.10.7 the Sex Discrimination Act 1975 ("SDA")as amended;
7.3.10.8 the Race Relations Act 1976 ("RRA") as amended;
7.3.10.9 the Disability Discrimination Act 1995 ("DDA") as
amended; or
7.3.10.10 the Transfer of Undertakings (Protection of
Employment) Regulations 1981 as amended; or
7.3.10.11 The Employment Equality (Sexual Orientation)
Regulations 2003; or
7.3.10.12 Employment Equality (Religion or Belief) Regulations
2003; and
7.3.10.13 the Employment Act 2002
and he accepts the terms of this Agreement in full and final settlement of
any claim he may have under parts II, V, VI, VII and X of the Employment
Rights Act 1996 ("ERA") arising during or on the termination of his
employment on the Termination Date and confirms that the arrangements in
this Agreement are intended to compromise any such complaints.
7.4 The parties agree that other than as provided in this agreement none of
ActiveCore Group nor Mr McGurk nor Twincentric has any claim against the
other and the terms of this Agreement constitute full and final settlement
of all and any matters between them whether intimated or not at the
Completion Date
8 COMPANY PROPERTY
8.1 Mr. McGurk hereby confirms that he will deliver up to the ActiveCore Group
within seven days of the Termination Date, any correspondence, documents,
specifications, notes, memoranda, files, reports, records, address books,
books, documents and papers, computer disks, software and printouts,
equipment, keys, passwords, passes and all property in his possession or
under his control which belong to or which relate in any way to the
business or affairs of the ActiveCore Group and all copies thereof
regardless of the medium on which any such information or copies of it are
held or stored.
9 MUTUAL CONFIDENTIALITY
9.1 Mr. McGurk agrees that he will not at any time after the Termination Date
use, disclose or communicate and shall use all reasonable endeavours to
prevent the improper use, disclosure or communication to any person, firm,
company or other organisation of any ActiveCore Confidential Information.
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9.2 ActiveCore agrees that it will not at any time after the Termination Date
use, disclose or communicate and use all reasonable endeavours to prevent
the improper use or communication to any person, firm, company or other
organisation of any Twincentric Confidential Information.
9.3 Mr. McGurk and the ActiveCore Group hereby agree to treat the terms of
this Agreement and any negotiations or discussions leading thereto as
confidential and not to disclose them to any third party or allow them to
be disclosed (except to their respective professional advisers, the Inland
Revenue, or as required by law) without the prior written consent of the
other.
9.4 Both Mr. McGurk and the ActiveCore Group hereby agree that they will not
make or publish any adverse, derogatory, misleading or untrue comments
about the other Party to this Agreement and (in the case of Mr. McGurk)
about the ActiveCore Group, any director or any employee of the ActiveCore
Group and (in the case of ActiveCore) about Twincentric, any directors or
any employee of Twincentric) and that they will not take part in any
conduct conducive or potentially conducive to the bringing of the other
Party (or any such other company or any director or any employee of any of
them) into disrepute.
10 LEGAL ADVICE
10.1 Mr. McGurk hereby confirms that:
10.1.1 he has received independent legal advice as to the terms and effect
of this Agreement, in particular as to its effect on his ability to
pursue his rights before the Employment Tribunal or any Court or
Tribunal from Robert Geary of Wise Geary Solicitors who is a
solicitor of the Supreme Court holding a current practising
certificate within the meaning of Section 203(3A) of the ERA;
10.1.2 the conditions regulating compromise agreements under Section 203
ERA (as amended), Regulation 9 PTR, Section 72 RRA, Section 77 SDA,
Section 9 of the DDA, Section 35 WTR s288 of the Trade Union and
the Labour Relations (Consolidation) Act 1992, s35 of the WTR and
s49 MWA together with schedule 4 of the Employment Equality (Sexual
Orientation) Regulations 2003 and schedule 4 of the Employment
(Religion or Belief) Regulations 2003 are satisfied; and
10.1.3 he has been advised by the person named in clause10.1.1 above that
there is in force and was, at the times he received the advice
referred to above, a contract of insurance or an indemnity provided
for members of a profession or professional body covering the risk
of a claim by his in respect of loss arising in consequence of that
advice. He will procure that the person named in clause 10.1.1
above will send a letter to the ActiveCore Group solicitors in the
form attached at Schedule 1.
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10.2 ActiveCore has agreed to make a contribution of (pound)940 towards the
cost of Mr McGurk obtaining legal advice in connection with this
Agreement.
11 Mr MCGURK'S FURTHER WARRANTIES
11.1 Mr. McGurk warrants to the ActiveCore Group as follows:
11.1.1 he has not presented an originating application at an office of the
Employment Tribunals, or issued a claim form in the High Court or
County Court, in respect of any claim in the United Kingdom in
connection with his employment with the ActiveCore Group or the
Termination;
11.1.2 he has not commenced any other legal proceedings in the United
Kingdom or elsewhere in respect of any claim in connection with his
employment with the ActiveCore Group or the Termination;
11.1.3 he hasnot done any act or omitted to do any act which
(a) if it was done or omitted to have been done (as appropriate) and
had come to the attention of the ActiveCore Group prior to the date
of this Agreement would have entitled the ActiveCore Group to
terminate his employment summarily and without compensation; or
(b) if it was done or omitted to have been done (as appropriate) after
the date of this Agreement would have been in breach of the terms
of this Agreement;
11.1.4 he has committed no breach of duty (including fiduciary duty) owed
to the ActiveCore Group.
11.1.5 he has notified the ActiveCore Group of all complaints that he has
against it or any of its officers or employees arising out of his
employment, the Employment Agreement, the Termination or otherwise;
and
11.1.6 he has at all times acted in the best interests of the ActiveCore
Group and has not knowingly committed any material breach of duty
of any kind owed to the ActiveCore Group.
11.2 The ActiveCore Group has entered into this Agreement in reliance upon the
warranties given by the Employee in this clause 10 and clause 5.2 of this
Agreement.
12 MR MCGURK'S POST- TERMINATION RESTRICTIVE COVENANTS
12.1 Mr. McGurk agrees to abide by the following provisions in relation to post
termination restrictive covenants
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12.2 Mr. McGurk covenants with the ActiveCore Group that he will not, without
the ActiveCore Group's prior written consent, directly or indirectly,
alone or in conjunction with or on behalf of any other person, as
principal, shareholder, employee, agent, consultant or otherwise :
12.2.1 at any time during three months from the Termination Date be
materially and/or actively concerned, interested or involved in any
business which is at that time directly competitive with the business of
the ActiveCore Group as at the Completion Date with which Mr. McGurk was
materially concerned, interested or involved in twelve (12) months
immediately preceding the Termination Date PROVIDED ALWAYS THAT the
provisions of this Clause 12.1.1 shall not apply to investment by Mr.
McGurk in securities dealt on a recognised or registered stock exchange
representing not more than 5% of the issued voting stock of the relevant;
or
12.2.2 at any time during the Relevant Period, in competition with the
ActiveCore Group and its goods and services as at the Termination Date
deal with or seek the custom of any person who Mr. McGurk knows is at the
Termination Date, or who that Mr. McGurk knows has been at any time during
the period of twelve (12) months immediately preceding that date, a
customer of the ActiveCore Group and with whom Mr. McGurk was materially
concerned, interested or involved in the twelve (12) months immediately
preceding the Termination Date.
12.2.3 at any time during the Relevant Period offer employment to, enter
into a contract for services of, or attempt to entice away from the
ActiveCore Group, any individual who is at the time of the offer or
attempt, and was at the Termination Date an employee of the ActiveCore
Group save where that employee has prior to the Termination Date given
notice to terminate his employment with the ActiveCore Group or subsequent
to the Termination Date the ActiveCore Group has given notice to that
employee to terminate his employment;
12.2.4 except as required by law or any competent court or regulatory body
or insofar as is necessary to prevent a breach of the restrictions
contained in clauses 12.1.2 and 12.1.3 above, make use of ActiveCore
Confidential Information or disclose or divulge to any third party any
ActiveCore Confidential Information; or
12.2.5 at any time following the Termination Date use any trade name or
mark owned and used by the ActiveCore Group at the Termination Date or any
other name intended or likely to be confused with such a trade name or
mark in each case in a manner which is intended to imply or which
reasonably could be taken to imply any ongoing connection with the
ActiveCore Group and its business.
12.3 Each of the restrictions in clause 12.1.1 above shall be enforceable by
the ActiveCore Group independently of each of the others and its validity
shall not be affected if any other is invalid; if any of those
restrictions is void but would be valid if some part of the restriction
were deleted the restriction in question shall apply with such deletion as
may be necessary to make it valid.
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13 ACTIVECORE'S POST-TERMINATION RESTRICTIVE COVENANTS
13.1 The ActiveCore Group agrees to abide by the following provisions in
relation to post termination restrictive covenants
13.2 The ActiveCore Group covenants with Mr McGurk and separately with
Twincentric that it will not, without Mr McGurk's prior written consent,
directly or indirectly, alone or in conjunction with or on behalf of any
other person, as principal, shareholder, employee, agent, consultant or
otherwise:
13.2.1 at any time during three months from the Termination Date be
materially and/or actively concerned, interested or involved in any
business which is at that time directly competitive with the business of
Twincentric as at the Completion Date PROVIDED ALWAYS THAT the provisions
of this Clause 12.1.1 shall not apply to investment by the ActiveCore
Group in securities dealt on a recognised or registered stock exchange
representing not more than 5% of the issued voting stock of the relevant;
or
13.2.2 at any time during the Relevant Period, in competition with the
business of Twincentric as conducted at the Termination Date deal with or
seek the custom of any person who was at the Termination Date, or who has
been at any time during the period of twelve (12) months immediately
preceding that date, a customer of Twincentric;
13.2.3 at any time during the Relevant Period offer employment to, enter
into a contract for services of, or attempt to entice away from
Twincentric, any individual who is at the time of the offer or attempt,
and was at the Termination Date an employee of Twincentric save where that
employee has prior to the Termination Date given notice to terminate his
employment with Twincentric or subsequent to the Termination Date
Twincentric has given notice to that employee to terminate his employment;
13.2.5 except as required by law or any competent court or regulatory body
or insofar as is necessary to prevent a breach of the restrictions
contained in clauses 13.1.2 and 13.1.3 above, make use of the Twincentric
Confidential Information or disclose or divulge to any third party any
Twincentric Confidential Information; or
13.3 at any time following the Termination Date use any trade name or mark
owned and used by Twincentric at the Termination Date or any other name
intended or likely to be confused with such a trade name or mark in each
case in a manner which is intended to imply or which reasonably could be
taken to imply any ongoing connection with Twincentric and his business.
13.4 Each of the restrictions in clause 13.2 above shall be enforceable by Mr
McGurk and/or Twincentric independently of each of the others and its
validity shall not be affected if any other is invalid; if any of those
restrictions is void but would be valid if some part of the restriction
were deleted the restriction in question shall apply with such deletion as
may be necessary to make it valid.
14 WHOLE AGREEMENT
14.1 Save as referred to herein, this Agreement supersedes all other
agreements, whether written or oral between the ActiveCore Group and Mr.
McGurk and Mr. McGurk acknowledges and warrants to the ActiveCore Group
that he is not entering into this Agreement in reliance on any
representation not expressly set out herein.
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14.2 For the avoidance of doubt, the Employment Agreement is hereafter to be
read as varied, so far as appropriate, by the terms of this Agreement
which shall have precedence in the case of any conflict or ambiguity.
15 GENERAL
15.1 The Contracts (Rights of Third Parties) Act 1999 does not apply to this
Agreement and no party other than the Parties or the ActiveCore Group can
rely of its terms.
15.2 This Agreement will not be binding until it has been signed by ActiveCore
by an authorised officer and by Mr. McGurk and returned, together with the
letter from Mr. McGurk's solicitor in the form required by Schedule 1 to
the ActiveCore Group's solicitors, at which point this Agreement will
cease to be without prejudice and will become open.
15.3 This Agreement shall be governed by and construed in all respects in
accordance with the laws of England and Wales and each of the parties to
it submits to the jurisdiction of the English Courts in relation to any
matter arising in relation thereto.
15.4 This Agreement may be executed in any number of counterparts each in the
like form, all of which together shall constitute one and the same
document and any party may execute this Agreement by signing any one or
more of such counterparts.
15.5 No variation of this Agreement shall be binding on any party hereto unless
and to the extent that the same is recorded in a written document executed
by all parties hereto.
15.6 ActiveCore will be responsible for any stamp duty and other taxes payable
on the transfer of the McGurk Sale Shares in accordance with clause 2.1
and Mr. McGurk will be responsible for and pay for any stamp duty payable
on the transfer of the Twincentric Shares in accordance with clause 2.2
above.
Executed by the Parties on the date set out above.
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SCHEDULE 1
To be typed on Independent Advisor's Firm letterhead
[ ] 2005
Judge Sykes Frixou
York House
23 Kingsway
London
WC2B 6YF
Dear Sirs
Mr A J McGurk
We refer to the terms of the settlement agreement ("Compromise Agreement")
between our client, Mr McGurk and your client, ActiveCore Technologies Inc
relating to the termination of Mr McGurk's employment.
We hereby certify that:
1 Robert Geary is a Solicitor of the Supreme Court of England and Wales
holding a current practising certificate within the meaning of Section
203(3A) of the Employment Rights Act 1996 and has advised Mr McGurk as to
the terms and effect of the Compromise Agreement and in particular its
effect upon Mr MuGurk's ability to pursue his rights in respect of the
claims set out in clause 5 of the Compromise Agreement before an
Employment Tribunal
2 This firm is not acting and has not acted for the ActiveCore Group (as
defined in the Compromise Agreement) in relation to this matter.
3 There is, and was at the time the advice was given, in force a contract of
insurance or an indemnity provided for members of a profession or
professional body covering the risk of a claim by Mr McGurk in respect of
loss arising in consequence of the advice given upon the Compromise
Agreement.
Yours faithfully
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SCHEDULE 2
ActiveCore Group
- --------------------------------------------------------------------------------------------------
Name of Company: ActiveCore Technologies Inc. (for the purposes of
this Schedule 2 shall be known as "the Company")
- --------------------------------------------------------------------------------------------------
Place of Registration: State of Nevada, USA
- --------------------------------------------------------------------------------------------------
Registration Number: 2249-94
- --------------------------------------------------------------------------------------------------
Date of Incorporation: 7th February 1994
- --------------------------------------------------------------------------------------------------
Authorised Share Capital: ActiveCore is authorised to issue to two classes
of shares namely "common stock" and "preferred
stock". The total number of shares that
ActiveCore is authorised to issue is 200,000,000
shares with a par value of $0.001 per share.
150,000,000 shares shall be common stock and
50,000,000 shares shall be preferred stock.
- --------------------------------------------------------------------------------------------------
Issued Share Capital:
- --------------------------------------------------------------------------------------------------
Shareholders (Beneficial and Legal Owners):
- --------------------------------------------------------------------------------------------------
Directors: Brian J MacDonald (President)
Peter J Hamilton
Stephen Smith
- --------------------------------------------------------------------------------------------------
Secretary: Peter J Hamilton
- --------------------------------------------------------------------------------------------------
Registered Office: 6121 Lakeside Dr Ste 260
Reno NV 89511
- --------------------------------------------------------------------------------------------------
Warranties
1. Information
All information in this Agreement (including the Recitals and the
Schedules) and all other information and documents concerning ActiveCore
are true complete and accurate in all respects and are not misleading.
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SCHEDULE 3
Twincentric Limited
- ------------------------------------------------------------------------------------------
Name of Company: Twincentric Limited
- ------------------------------------------------------------------------------------------
Place of Registration: England
- ------------------------------------------------------------------------------------------
Registration Number: 4573588
- ------------------------------------------------------------------------------------------
Date of Incorporation: 25 October 2002
- ------------------------------------------------------------------------------------------
Authorised Share Capital: 200,000 ordinary shares of (pound)1 each
- ------------------------------------------------------------------------------------------
Issued Share Capital: 200,000 ordinary shares of (pound)1 each
- ------------------------------------------------------------------------------------------
Shareholders (Legal Owners): (1) James Burnie Conning of the Little House,
Clifton Road Deddington Oxfordshire OX15 OTP -
100,000 ordinary shares of (pound)1 each
(2) Anthony James McGurk - 100,000 ordinary shares
of (pound)1 each
- ------------------------------------------------------------------------------------------
Directors: Anthony James McGurk
- ------------------------------------------------------------------------------------------
Secretary: Answerbuy Limited of the Courtyard Chapel Lane,
Bodicote, Banbury, Oxon, OX15 4DB
- ------------------------------------------------------------------------------------------
Registered Office: Buxton Court, 3 West Way, Botley, Oxford, OX2 OJB
- ------------------------------------------------------------------------------------------
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Signed by )
ANTHONY JAMES MCGURK )
Signed by Christopher Champion )
a duly authorised officer acting )
for and on behalf of )
ACTIVECORE TECHNOLOGIES INC )
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