Exhibit 10.2
STOCK PURCHASE AGREEMENT
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THIS STOCK PURCHASE AGREEMENT ("Agreement") is entered into the 3rd day of
January, 2006, and supercedes any and all other agreements whether in writing or
orally communicated, by and among Richard E. Miller as an individual,
(hereinafter referred to as the "SELLER"), the owner of the shares of common
stock of See World Satellites, Inc., a Pennsylvania corporation
(hereinafter referred to as "SWS"), and FTS Group, Inc., a Nevada
corporation (hereinafter referred to as the "PURCHASER");
WITNESSETH:
WHEREAS, the SELLER is the sole record owner and holder of an aggregate
of one-hundred percent (100%) of the issued and outstanding common stock, no par
value per share, of SWS (the "Shares"); and
WHEREAS, the PURCHASER desires to purchase the Shares, and the SELLER
desires to sell or cause to be sold the Shares, upon the terms and subject to
the conditions herein; and
WHEREAS, the parties desire that, upon the terms and subject to the
conditions contained herein, the Purchaser shall pay a combination of cash,
stock and a note, as further described herein, (the "Purchase Price"); and
WHEREAS, portions of the Purchase Price contemplated hereby shall be held
in escrow pursuant to the terms of an Escrow Agreement to be executed by the
parties substantially in the form attached hereto as Exhibit "A" (the "Escrow
Agreement").
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained in this Agreement, and in order to consummate the purchase and the
sale of the Shares, it is hereby agreed as follows:
1. CLOSING, PURCHASE PRICE AND SECURITY.
A. PROCEDURE FOR CLOSING. The Closing of the purchase and sale of the
Shares will be held at the SELLER'S offices on January 3rd, 2006 at 3:00 pm EST
(the "Closing") or such other place, date and time as the parties hereto may
otherwise agree.
B. PURCHASE AND SALE OF SWS STOCK. At Closing, and subject to the
terms and conditions hereinafter set forth, the SELLER shall sell, convey and
transfer, all of the Shares of SWS' Stock corresponding to100% ownership of SWS.
C. AMOUNT AND PAYMENT OF PURCHASE PRICE. The Purchase Price shall be five
million five hundred thousand dollars ($5,500,000), which shall be paid as
follows:
(i) PURCHASER shall pay to SELLER Five hundred thousand dollars ($500,000)
at the Closing by certified check. An additional five hundred thousand dollars
($500,000) shall be escrowed at the Closing pursuant to a Purchase Price Escrow
Agreement similar to that which is attached hereto as Exhibit "A", and shall be
held in escrow until all the agreements listed in Schedule A have been executed,
amended or modified to acknowledge PURCHASER'S acquisition of SELLER'S Shares
and/or to make PURCHASER a party to each agreement such that the PURCHASER will
have full benefit of the agreements.
(ii) At the Closing, PURCHASER shall issue to SELLER, a two (2) year
promissory note in the sum of three million five hundred thousand dollars
($3,500,000) (the "Note"), a copy of which is attached hereto as Exhibit "B".
The Note shall pay no interest. Pursuant to the terms and conditions of
the Note, PURCHASER shall pay to SELLER seven (7) equal cash installments" of
two hundred fifty thousand dollars ($250,000). The initial installment shall be
payable ninety (90) days after Closing, and the remaining installments are
payable every three (3) months thereafter. The PURCHASER shall also pay to
SELLER an additional payment of one million dollars ($1,000,000) on January 3,
2007. The PURCHASER shall further pay SELLER an additional payment of seven
hundred fifty thousand dollars ($750,000) on April 3, 2008. The Note shall be
secured as provided in Paragraph D herein.
(iii) PURCHASER shall issue to SELLER one million dollars ($1,000,000) worth
of its convertible preferred stock. The preferred shares will be paid to Mr.
Miller within three (3) days of the completion of the Company's 2005 audit. The
value of the shares will be based on the closing price of the Purchaser's stock
on the day of Closing.
D. SECURITY. As security for the payment of the unpaid balance of the
purchase price as evidenced by the Note, the parties shall execute at the
Closing a Stock Escrow Agreement (the "Stock Escrow Agreement") similar to that
which is attached hereto as Exhibit "C", whereby the SELLER shall have a
perfected security interest in the Shares of SWS until PURCHASER has paid the
installments due under the Note up to and through January 4, 2007, including the
one million dollar ($1,000,000) payment due to SELLER on January 3, 2007, at
which point in time the Stock Escrow Agreement will terminate. At the Closing,
the SELLER shall deliver the certificates evidencing such shares to the Escrow
Agent as provided for under the terms and provisions of the Stock Escrow
Agreement (the "Escrow Agent"). All the Shares held in escrow by the Escrow
Agent shall be accompanied by duly executed stock powers. All rights in
connection with or incident to the ownership of the Shares shall be vested
solely with the PURCHASER, subject to the provisions of the Stock Escrow
Agreement and the rights of the SELLER as pledge and secured party. PURCHASER
shall have the right to vote the shares.
(i) Payment and Delivery of the Shares. Upon written notice to the
Escrow Agent by the parties that the entire purchase price for the Shares held
in escrow has been paid, the Escrow Agent shall deliver to PURCHASER the
certificates evidencing such shares and the escrow shall terminate as to the
Shares.
(ii) Default and Remedies. If at any time there occurs a default in
the payment by the PURCHASER of principal of any of the installments provided
for in Paragraph 1.C.(ii) hereinabove, which default remains uncured for fifteen
(15) days after written notice thereof, all payments of unpaid principal shall
be accelerated and shall become due and payable immediately, and the Escrow
Agent shall, subject to the conditions contained in the Stock Escrow Agreement,
if still in effect, deliver the share certificates to the SELLER, or to his
assigns, heirs, or personal representatives, as the case may be.
(iii) Restriction on Activities of PURCHASER and SWS. Until PURCHASER
has paid all installments due under the Note up to and through January 4, 2007,
including the one million dollar ($1,000,000) payment due to SELLER on January
3, 2007, PURCHASER and SWS agree not to do any of the following, and a failure
to comply with such prohibitions shall constitute a default under the terms of
the Note:
(a) Amend SWS' Articles of Incorporation or By-Laws in any manner
that will adversely effect the SELLER;
(b) Issue or sell any shares, share-options, bonds, notes, or
other corporate securities of SWS;
(c) Sell, assign, or transfer any of SWS' assets, tangible or
intangible, except in the ordinary course of business, unless unanimously
approved by the Board;
(d) Mortgage, pledge, create a security interest in, or otherwise
encumber any of SWS' assets, tangible or intangible unless unanimously approved
by the Board;
(e) Declare or pay any dividends or other distributions to
SWS shareholders, whether in case, corporate shares, or kind, or purchase or
redeem any of its shares, in excess of $25,000 per annum;
(f) Authorize and/or permit SWS to purchase the shares or
securities of any other corporation;
(g) Authorize and/or permit SWS to merge or consolidate with or
into any other corporation, or liquidate or dissolve;
(h) Authorize and/or permit SWS to lend any of its funds or act as
a guarantor or surety;
(i) Authorize and/or permit SWS to borrow any funds other than in
the ordinary course of business for amounts in excess of $100,000, from any
source whatsoever, whether secured or unsecured unless unanimously approved
by the Board;
(j) Authorize and/or permit SWS to enter into any contract or
transaction other than that in the ordinary course of business unless
unanimously approved by the Board; and
(k) Divert any business opportunities of SWS to any other person
or company.
(iv) Waiver of Restrictions. PURCHASER may approach SELLER at any
point in time until PURCHASER has paid all installments due under the Note to
SELLER up to and through January 4, 2007, including the one million dollar
($1,000,000) payment due on January 3, 2007, with any comparably significant
alternative business proposal to that contained in subsection 1.D.(iii)
hereinabove concerning SWS that would otherwise be restricted by subsection
1.D.(iii) hereinabove to obtain SELLER'S waiver of such restriction, which
waiver shall not be unreasonably withheld, conditioned or delayed.
(iv) Furnish Financial Statements. PURCHASER agrees to furnish
quarterly unaudited financial statements of SWS to SELLER within forty-five (45)
days of each quarter.
(v) Seat on SWS' Board of Directors. SELLER shall remain as a Director
of SWS until the Note is paid in full, and he shall be entitled to participate
in all meetings of the Board and business decisions presented to the Board for
resolution. Until the Note is paid in full, SWS' Board of Director's shall
consist of the SELLER and one additional Director, each having an equal vote on
all business decisions presented to the Board. No resolution shall be adopted
by the Board unless both Directors consent to the proposal presented to the
Board and being voted on by the Board.
E. CONSULTING AGREEMENT. At the Closing, PURCHASER and SELLER shall
execute a Consulting Agreement hereto, a copy of which is attached as Exhibit
"D", whereby SELLER agrees to remain with PURCHASER as a Consultant for a period
of two (2) years, beginning on April 1, 2006. SELLER shall be compensated at a
rate of $100,000 per year or as otherwise determined in the Consulting
Agreement.
F. NON-COMPETE AGREEMENT. At the Closing, PURCHASER and SELLER shall
further execute a Non-Compete Agreement not to compete with PURCHASER for a
period of five (5) years immediately following the Closing.
2. REPRESENTATIONS AND WARRANTIES OF SELLER. SELLER hereby warrants and
represents:
A. AUTHORITY RELATIVE TO THIS AGREEMENT. Except as otherwise stated
herein, the SELLER has full power and authority to execute this Agreement and
carry out the transactions contemplated by it and no further action is
necessary by the SELLER to make this Agreement valid and binding upon
SELLER and enforceable against him in accordance with the terms hereof, or to
carry out the actions contemplated hereby. The execution, delivery and
performance of this Agreement by the SELLER will not:
(i) constitute a breach or a violation of SWS' Articles of
Incorporation, By-Laws, or of any law, agreement, indenture, deed of trust,
mortgage, loan agreement or other instrument to which it is a party, or by which
it is bound;
(ii) constitute a violation of any order, judgment or decree to which
it is a party or by which its assets or properties are bound or
affected; or
(iii) result in the creation of any lien, charge or encumbrance
upon its assets or properties, except as stated herein.
B. OWNERSHIP. All of the Shares have been duly authorized, validly
issued and are fully paid and non-assessable, and were not issued in
violation of the terms of any agreement or other understanding legally binding
upon SWS, and were issued in compliance with all applicable laws and
regulations.
C. REVENUES. SELLER represents and warrants that SWS reported total
gross revenues of at least five million dollars ($5,000,000) for the twelve (12)
months of the fiscal year ending December 2005.
D. MATERIAL CONTRACTS. SELLER represents and warrants that SWS has
valid and enforceable contracts as listed on Schedule A hereto to provide
services as a "Regional Service Provider", as defined in the contracts in
Schedule A, and SELLER represents that he is negotiating new contracts, which
new contracts shall include and/or acknowledge PURCHASER as a party thereto.
The new contracts in Schedule A shall be in force no later then March 31, 2006.
If the new contracts are not in force by March 31, 2006, SELLER and PURCHASER
may either renegotiate a new Stock Purchase Agreement or either party may
declare this Agreement null and void upon giving written notice on or before
March 31, 2006. SELLER shall reimburse PURCHASER any and all other monies
received under Paragraph 1.C. hereinabove less any dividends or other
distributions received by PURCHASER during the time period of January 3, 2006
through March 31, 2006, which shall be determined in the normal course of
business by an audit to be performed by a certified public accountant selected
by SELLER which shall be approved by PURCHASER, whose approval shall not be
unreasonably withheld
E. ASSETS. SELLER represents that PURCHASER is entitled to all assets
of SWS as such assets appear on SWS' "Financial Statements," a copy of which is
attached hereto as Schedule B. Assets that shall be excluded from this
transaction and to which PURCHASER is not entitled to hereunder are listed on
Schedule C.
F. LAWSUITS, LIENS AND TAXES. SELLER represents that, to SELLER'S AND
SWS' best knowledge that neither the SELLER nor SWS, nor its employees, officers
or directors, are currently the subject of any lawsuit threatened or filed.
SELLER also represents that SWS is free from any liens or encumbrances. SELLER
shall be solely responsible for all taxes which may be incurred by SELLER
resulting from the receipt of consideration by SELLER pursuant to this
Agreement.
G. BROKERAGE. SELLER is responsible for any and all brokerage or
finders fee's that may arise as a result of the transactions contemplated
hereunder.
H. PREFERRED STOCK. SELLER represents that there are no outstanding
shares of any other class of SWS stock, including but not limited to, SWS
preferred stock, other than the Shares represented in this Agreement.
I. LIABILITES. SELLER represents that all of its liabilities,
commitments and potential liabilities, including potential litigation, are
listed on Schedule D. Any liabilities that accrued prior to Closing and that
are not listed on Schedule D in which Purchaser must assume after Closing shall
be deducted from the principal of the Note issued by Purchaser to Seller at
Closing.
J. FUTURE LITIGATION. SELLER will indemnify PURCHASER for any
litigation that results from any event or occurrence that took place prior to
the Closing.
K. COMPLIANCE. SELLER warrants that it has complied and is presently
in compliance in all material respects with all Federal, state, local or foreign
laws, ordinances, regulations and orders applicable to it or its business.
L. NO REGISTRATION. SELLER warrants that it is acquiring the
securities in the Purchase Price for investment and for SELLER'S own account and
not as a nominee or agent for any other person and with no present intention of
distributing or reselling such shares. SELLER understands (1) that the
securities in the Purchase Price have not been registered for sale under the
Securities Act or any state securities or "blue-sky" laws in reliance upon
exemptions therefrom, which exemptions depend upon, among other things, the bona
fide nature of the investment intent of SELLER as expressed herein, (2) that
such securities must be held indefinitely and not sold until such shares are
registered under the Securities Act and any applicable state securities or
"blue-sky" laws, unless an exemption from such registration is available.
M. FULL DISCLOSURE. Now and as of the date of Closing, the Schedules
attached hereto and all documents and other papers listed therein or required to
be delivered pursuant to this Agreement or at the request of PURCHASER at or
prior to Closing are true, correct and authentic. No representation or warranty
of SELLER contained in this Agreement, and, to the best knowledge of SWS and the
SELLER (or any agents of SWS), no document or other paper furnished by or on
behalf of SWS to PURCHASER (or any of its agents) pursuant to this Agreement or
in connection with the transaction contemplated hereby, taken as a whole,
contains an untrue statement of a material fact or omits to state a material
fact required to be stated therein or necessary to make the statements made, in
the context in which made, not false or misleading.
N. "BEST KNOWLEDGE". As used herein, an individual will be deemed to
have "best knowledge" or a particular fact or other matter if:
(i) such individual is actually aware of such fact or other matter;
(ii) a reasonable individual could be expected to discover or othwerwise
become aware of such fact or other matter in the course of conducting a
reasonably comprehensive investigation concerning the existence of such fact or
other matter; or
(iii) it relates to any matter of law.
A corporation or entity (other than an individual) hereunder will be deemed
to have "best knowledge" of a particular fact or other matter if any individual
who is serving, or who has at any time served, as a director, officer, employee,
agent, partner, executor, or trustee of such corporation or entity (or in any
similar capacity) has, or at any time had, knowledge of such fact or other
matter.
3. REPRESENTATIONS AND WARRANTIES OFTHE PURCHASER. PURCHASER hereby
warrants and represents:
A. PURCHASER is duly organized, validly existing and in good standing
under the laws of its jurisdiction of incorporation, and has the corporate power
and lawful authority to own, lease and operate its assets, properties, and
business and to carry on its business as now being and as heretofore conducted.
B. AUTHORITY RELATIVE TO THIS AGREEMENT AND ANCILLARY DOCUMENTS.
Except as otherwise stated herein, the PURCHASER has full power and authority to
execute this Agreement, and carry out the transactions contemplated hereby and
thereby and no further action is necessary by the PURCHASER to make this
Agreement valid and binding upon PURCHASER and enforceable against it in
accordance with the terms hereof, or to carry out the actions contemplated
hereby and thereby. The execution, delivery and performance of this Agreement
by the PURCHASER will not:
(i) constitute a breach or a violation of any law, agreement,
indenture, deed of trust, mortgage, loan agreement or other instrument to
which it is a party, or by which it is bound;
(ii) constitute a violation of any order, judgment or decree to which
it is a party or by which its assets or properties are bound or
affected; or
(iii) result in the creation of any lien, charge or encumbrance
upon its assets or properties except as stated herein.
C. BROKERAGE. The PURCHASER has not made any agreement or taken any
other action which might cause anyone to become entitled to a broker's
fee or commission from as a result of the transactions contemplated
hereunder.
D. TAXES. PURCHASER shall be solely responsible for all taxes which
may be incurred by PURCHASER resulting from the receipt of consideration by
PURCHASER pursuant to this Agreement.
E. LIABILITIES. PURCHASER represents that it shall assume all
liabilities of SWS as listed in Schedule D attached hereto.
4. FINANCIAL STATEMENTS. SELLER and/or SWS (or its agents) have
delivered to PURCHASER (or its agents), and PURCHASER shall receive SWS'
financial statements for the fiscal years 2004 and 2005 (the "Financial
Statements") on or before January 31, 2006. The Financial Statements, together
with the notes thereto, have been prepared in accordance with past practices of
SWS and have been prepared in accordance with generally accepted accounting
principles. Except as disclosed therein, such Financial Statements are true,
correct and complete and present fairly and accurately the financial condition
and position of SWS as of the dates indicated.
5. EXPENSES. Each of the parties hereto shall pay its own
expenses in connection with this Agreement and the transactions
contemplated hereby, including the fees and expenses of its counsel and
its certified public accountants and other experts.
6. LEASE OF REAL PROPERTY. SWS does not own any real property or any
buildings or other structures and does not have any options or any contractual
obligations to purchase or acquire an interest in any real property to conduct
its daily business operations. SELLER owns real property that is currently
leased to SWS on a month-to-month basis, and such real property is where SWS has
solely operated its daily business affairs for approximately the past three (3)
years (the "Real Property"). At Closing, SELLER agrees to enter into a three
(3) year Commercial Lease with PURCHASER similar to that which is attached
hereto as Exhibit "F".
7. CONVERSION AND ADJUSTMENTS. SELLER shall assume all liability for
payment of all liabilities of SWS up to and through the date of Closing that are
not listed on Schedule D hereto. SELLER shall be entitled to all the accounts
receivable of SWS and all cash on hand as listed on Schedule C hereto. Any
liabilities not including on Schedule C that were incurred prior to Closing will
be deducted from the principal of the Note.
8. INTERIM PRESIDENT AND CHIEF EXECUTIVE OFFICER. SELLER shall serve
as the interim President and Chief Executive Officer ("CEO") of SWS until March
31, 2006, at which time SELLER shall assume his duties as a consultant as more
fully described in Paragraph 1.E. hereinabove. SELLER shall be compensated
twenty-five thousand dollars ($25,000) for his services as Interim President and
CEO of SWS during this interim time period. PURCHASER shall have complete and
unfettered access to the business, operations and financial records of SWS
during this interim period of time.
9. CLOSING DELIVERIES. At the Closing, the deliveries hereinafter
specified shall be made by the respective parties hereto, in order to consummate
the transactions contemplated hereby.
A. DELIVERIES BY SELLER. SELLER shall deliver or caused to be
delivered soon as reasonably practical to PURCHASER:
(i) Stock certificates, and any and all other instruments of
conveyance and transfer as required by Section 1(a) of this Agreement;
and
(ii) Executed contracts listed in Schedule A hereto that include and/or
acknowledge PURCHASER.
(iii) Copies of SWS' Financial Statements for the 2004 and 2005 fiscal
years. SELLER agrees to cooperate with any reasonable request for financial or
other information necessary for any internal or independent audits of SWS before
and after the Closing.
(iv) Executed three (3) year Commercial Lease for the Real Property
between SELLER and PURCHASER.
B. DELIVERIES BY PURCHASER. PURCHASER shall deliver or caused to be
delivered to SELLER:
(i) The Purchase Price of this Agreement; and any and all other
instruments of conveyance and transfer as required by Section 1(b) of this
Agreement; and
(ii) Executed contracts listed in Schedule A hereto that include and/or
acknowledge PURCHASER.
(iii) Executed three (3) year Commercial Lease for the Real Property
between SELLER and PURCHASER.
10. CONSUMATION OF AGREEMENT. PURCHASER and SELLER shall use their
best efforts to perform and fulfill all conditions and obligations to be
performed and fulfilled by them under this Agreement, and SELLER shall use his
best efforts to further ensure that to the extent within SELLER'S control, no
breach of any of SELLER'S representations, warranties, and agreements hereunder
or contemplated hereby occurs or exists on or before Closing to the end that the
transactions contemplated by this Agreement shall be fully carried out.
11. FURTHER ASSURANCES. Each of the parties hereto shall execute such
documents, further instruments and other papers and take such further actions as
may be reasonably required or desirable to carry out the provisions hereof and
the transactions contemplated hereby.
12. GENERAL.
A. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. Each of the parties to
this Agreement covenants and agrees that its respective representations,
warranties, covenants and statements and agreements contained in this
Agreement and the exhibits hereto, and in any documents delivered in
connection herewith, shall survive the Closing indefinitely. Except agreements
between the PURCHASER and SELLER, and as set forth in this Agreement, the
exhibits hereto or in the documents and papers delivered in connection
herewith, there are no other agreements, representations, warranties or
covenants by or among the parties hereto with respect to the subject
matter hereof.
B. WAIVERS. No action taken pursuant to this Agreement, including
any investigation by or on behalf of any party shall be deemed to
constitute a waiver by the party taking such action or compliance with any
representation, warranty, covenant or agreement contained herein, therein and
in any documents delivered in connection herewith or therewith. The waiver by
any party hereto of a breach of any provision of this Agreement shall not
operate or be construed as a waiver of any subsequent breach.
C. NOTICES. All notices, requests, demands and other communications,
which are required or may be given under this Agreement shall be in writing and
shall be deemed to have been duly given if delivered or mailed, first class
mail, postage prepaid:
To SELLER:
c/o See World Satellites, Inc.
Attention: Richard E. Miller
1321 Wayne Avenue
Indiana, Pa 15701
To PURCHASER:
FTS Group, Inc.
7610 West Hillsborough Ave.
Tampa, Florida 33615
215-689-2748 (Fax)
or to such other address as such party shall specify by written notice by
Certified Mail to the other party.
E. ENTIRE AGREEMENT. This Agreement (including all documents and
papers delivered pursuant hereto and any written amendments hereof executed
by the parties hereto) constitutes the entire agreement and supersedes
all prior agreements and understandings, oral and written, between the parties
hereto with respect to the subject matter hereof.
F. SECTIONS AND OTHER HEADINGS. The section and other headings
contained in this Agreement are for reference purposes only and shall not affect
the meaning or interpretation of this Agreement.
G. GOVERNING LAW. This Agreement and all transactions contemplated
hereby, shall be governed by, construed and enforced in accordance with the laws
of the Commonwealth of Pennsylvania without regard to its conflict of laws
provisions. The parties herein waive trial by jury and agree to submit to the
personal jurisdiction and venue of the Court of Common Pleas of Indiana County,
Pennsylvania, and the parties hereby agree that any dispute shall be heard
exclusively in the Court of Common Pleas of Indiana County. In the event that
litigation results from or arises out of this Agreement or the performance
thereof, the parties agree to reimburse the prevailing party's reasonable
attorney's fees, court costs, and all other expenses, whether or not
taxable by the court as costs, in addition to any other relief to which, the
prevailing party may be entitled.
H. CONTRACTUAL PROCEDURES. Unless specifically disallowed by law,
should litigation arise hereunder, service of process therefore, may be
obtained through certified mail, return receipt requested; the parties hereto
waiving any and all rights they may have to object to the method by which
service was perfected.
J. AMENDMENT AND WAIVER. The parties may by mutual agreement amend
this Agreement in any respect, and any party, as to such party, may (a)
extend the time for the performance of any of the obligations of any other
party, and (b) waive (i) any inaccuracies in representations by any
other party, (ii) compliance by any other party with any of the agreements
contained herein and performance of any obligations by such other party, and
(iii) the fulfillment of any condition that is precedent to the performance by
such party of any of its obligations under this Agreement. To be effective, any
such amendment or waiver must be in writing and be signed by the party
against whom enforcement of the same is sought.
K. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of whom shall for all purposes are deemed to be an original
and all of which shall constitute one instrument.
L. ADVICE OF COUNSEL. EACH PARTY ACKNOWLEDGES THAT, IN EXECUTING THIS
AGREEMENT, SUCH PARTY HAS HAD THE OPPORTUNITY TO SEEK THE ADVICE OF INDEPENDENT
LEGAL COUNSEL, AND HAS READ AND UNDERSTOOD ALL OF THE TERMS AND PROVISIONS OF
THIS AGREEMENT.
IN WITNESS WHEREOF, this Agreement has been executed by each of the parties
hereto all on the date first above written.
ATTEST: PURCHASER:
FTS GROUP, INC., a Nevada corporation
___________________ By: __/s/ Scott Gallagher__________________
Scott Gallagher, President and CEO
ATTEST: SELLER:
SEE WORLD SATELLITES, INC., a Pennsylvania
corporation
___________________ By: _____/s/ Richard E. Miller______________
Richard E. Miller, President
WITNESS: SELLER:
RICHARD E. MILLER
___________________ _____/s/ Richard E. Miller________________
Richard E. Miller, Individually
Schedule A MATERIAL CONTRACTS
1. Echostar Retailer Agreement originally dated June 14, 2003 and associated
amendments
2. Echostar Satellite LLC Non-Incentivized Retailer Agreement dated January
31, 2004 and associated amendments
3. Echostar Satellite LLC Distributor Retailer Agreement dated January 31,
2006 and associated amendments