THIS ACQUISITION AGREEMENT is made as of September 25, 2003 by and
between Point Group Holdings, Inc., a Nevada corporation ("PGHI"), and
the shareholders of Veegeez.com, LLC, a California limited liability
WHEREAS, VC shareholders are the owners of all the issued and
outstanding shares ("Shares") of capital stock of VC; and,
WHEREAS, PGHI desires to purchase from VC, and VC desire to sell to
PGHI, all the Shares in accordance with the provisions of this
NOW, THEREFORE, in consideration of the respective covenants contained
herein and intending to be legally bound hereby, the parties hereto
agree as follows:
1. Purchase and Sale. Subject to the terms and conditions contained
in this Agreement, on the Closing Date, the parties shall exchange its
common stock on a 1-for-1 basis. The current members of VC shall
sell, assign, transfer and deliver to PGHI all of the issued and
outstanding units of VC membership interest representing in the
aggregate Fourteen Million (14,000,000) shares. PGHI shall sell,
assign, transfer and deliver to the current members of VC Fourteen
Million (14,000,000) shares of its restricted common stock,
collectively referred to hereinafter as the "Purchase Price."
2. Closing. The closing (the "Closing") of the sale and purchase of
the Shares shall take place on September 25, 2003, or at such other
date, time or place as may be agreed upon in writing by the parties
hereto, but not later than September 30, 2003 ("Termination Date").
The date of the Closing is sometimes herein referred to as the
2.1 Items to be Delivered Immediately Prior to or at Closing; Escrowed
Shares. At the Closing:
(a) VC shall deliver to PGHI a certificate or certificates
representing Fourteen Million (14,000,000) shares, duly endorsed
in blank or accompanied by stock powers duly executed in blank
(Seven Million (7,000,000) to Lance Wiseman and Seven Million
(7,000,000) to Mark Wiseman),
(b) PGHI shall deliver to VC the Purchase Price.
3. Representations and Warranties of VC. VC hereby represents and
warrants to PGHI the representations and warranties, as follows:
3.1 Corporate Status. VC is a limited liability company duly
organized, validly existing and in good standing under the Laws of the
State of California and is qualified to do business in any
jurisdiction where it is required to be so qualified.
3.2 Authorization. VC has the requisite power and authority to
execute and deliver the transaction documents to which it is a party
and to perform the transactions performed or to be performed by it.
Each transaction document executed and delivered by VC has been duly
executed and delivered by VC and constitutes a valid and binding
obligation of VC, enforceable against VC in accordance with its terms.
3.3 Consents and Approvals. Except for the filings, permits,
authorizations, consents and approvals under federal and/or state
laws, and applicable stock exchange regulations, which may be
applicable, neither the execution and delivery by VC of the
transaction documents to which it is a party, nor the performance of
the transactions performed or to be performed by VC, require any
filing, consent or approval, constitute a Default or cause any payment
obligation to arise. Consent of VC shareholders is attached hereto as
Exhibit A and incorporated herein by reference.
3.4 Capitalization. The authorized capital units of VC consists of
Twenty-Five Million (25,000,000) shares, of which Fourteen Million
(14,000,000) shares have been duly issued and are outstanding as fully