Stock Purchase Agreement (2000)Full Document 

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                           STOCK PURCHASE AGREEMENT


     THIS STOCK PURCHASE AGREEMENT is made and entered into as of June 22, 2000,
by and between, on the one side, Chadalavada Rao and all of the Persons
designated as "Sellers" on the signature pages hereto (collectively, the
"Sellers"); and, on the other side, TeleHubLink Corporation, a Delaware
corporation with its usual place of business at 24 New England Executive Park,
Burlington, Massachusetts as Purchaser ("Purchaser").

                             W I T N E S S E T H:

     WHEREAS, the Sellers own all the issued and outstanding shares (the
"Shares") of MVP Systems, Inc., a California corporation (the "Company"), and
desire to sell the Shares to Purchaser pursuant to this Agreement as hereinafter
provided; and

     WHEREAS, Purchaser desires to acquire the Shares from Sellers pursuant to
this Agreement as hereinafter provided; and

     WHEREAS, the parties hereto desire to set forth certain representations,
warranties and covenants made by each to the other as an inducement to the
execution and delivery of this Agreement, and to set forth certain additional
agreements related to the transactions contemplated hereby;

     NOW, THEREFORE, for and in consideration of the premises, the mutual
representations, warranties and covenants herein contained and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:


                                   ARTICLE I
                                  DEFINITIONS

     Section 1.01.  Definitions. In this Agreement the following words and
phrases shall have the meanings hereinafter set forth:

     "Affiliate" shall mean: (a) any Person directly or indirectly owning,
controlling or holding the power to vote 50% or more of the outstanding voting
securities of the Person in question; (b) any Person 50% or more of whose
outstanding voting securities are directly or indirectly owned, controlled or
held with power to vote by the Person in question; (c) any Person directly or
indirectly controlling, controlled by or under common control with the Person in
question; and (d) any officer, director, member or partner of the Person in
question or any Person described in subsection (a), (b) or (c) of this
paragraph.

     "Agreement" shall mean this Stock Purchase Agreement.

     "Business Day" shall mean any day, other than a Saturday, Sunday or legal
holiday under the Federal laws of the United States or the Commonwealth of
Massachusetts.

     "Claim" shall mean a claim brought against Purchaser or any Seller by a
Seller or Purchaser Indemnified Party pursuant to Article XI of this Agreement.

     "Closing" shall have the meaning given such term in Section 2.03 hereof.

     "Commercially Available Software" or "CAS" shall have the meaning given
such term in Section 4.25(a) hereof.


     "Commission" shall mean the Securities and Exchange Commission of the
United States.

     "Contracts" shall have the meaning given such term in Section 4.17(a)
hereof.

     "Environmental Laws" shall have the meaning given such term in Section
4.27(a) hereof.

     "Environmental Liabilities" shall have the meaning given such term in
Section 4.27(a) hereof.

     "Exchange Act" shall mean the U.S. Securities Exchange Act of 1934, as
amended, and the rules and regulations thereunder.

     "Financial Statements" shall have the meaning given such term in Section
4.08(a) hereof.

     "Generally Accepted Accounting Principles" or "GAAP" shall mean generally
accepted accounting principles in the United States.

     "Governmental Entity" shall mean any court, administrative agency or
commission or other United States federal, provincial, state, local, municipal
or foreign government or governmental authority or instrumentality.

     "Hazardous Substance" shall have the meaning given such term in Section
4.27(a) hereof.

     "Indemnified Losses" shall have the meaning given such term in Section
11.03 hereof.

     "Indemnified Party" shall mean a Purchaser Indemnified Party or a Seller,
as the case may be, for purposes of Section 11.03.

     "Indemnitor" shall have the meaning given such term in Section 11.03
hereof.

     "IP Assets" shall have the meaning given such term in Section 4.25(a)
hereof.

     "Knowledge" (or being aware or similar expressions) shall mean: (a) with
respect to an individual, knowledge of a particular fact or other matter only if
such individual is actually aware of such fact or other matter; and (b) with
respect to a corporation, knowledge of a particular fact or other matter only if
a director or officer of such corporation is actually aware of such fact or
other matter, and, with respect to both (a) and (b), including such knowledge as
a reasonably prudent person in such business or ownership position would have
obtained upon the exercise of reasonable diligence.

     "Latest Balance Sheet" shall have the meaning given in Section 4.08(a)
hereof.

     "Latest Financial Statements" shall have the meaning given in Section
4.08(a) hereof.

     "Licenses" shall have the meaning given such term in Section 4.26 hereof.

     "Liens" shall mean all liens, charges, security interests, pledges, rights
or claims of others, restraints on transfer or other encumbrances.

     "Material Adverse Change" shall mean a change or a development that has or
would reasonably be expected to have a Material Adverse Effect.

     "Material Adverse Effect" shall mean, with respect to the Company, any
change, effect, event or condition that has had or could reasonably be expected
to have a material adverse effect on the assets, business, results of
operations, business prospects, or condition (financial or otherwise) of the
Company. With respect to Purchaser, a "Material Adverse Effect" shall mean any
change, effect, event or condition

                                       2.


that has had or could reasonably be expected to have a material adverse effect
on the assets, business, results of operations, business prospects, or condition
(financial or otherwise) of Purchaser and its subsidiaries, taken as a whole.
Any change in the market price or trading volume of Purchaser's common stock
shall not in and of itself be deemed to be a Material Adverse Effect.

     "NASDAQ National Market" shall mean the National Association of Securities
Dealers Automated Quotation National Market.

     "Options" shall mean the issued and outstanding options to purchase shares
of the Company as listed on Schedule 4.03.

     "Optionholders" shall mean the Persons holding the Options.

     "Person" shall mean an individual, corporation, partnership, limited
liability company, joint venture, trust or government agency.

     "Purchaser Indemnified Parties" shall have the meaning given such term in
Section 11.01(a) hereof.

     "Purchaser Losses" shall have the meaning given such term in Section
11.01(a) hereof.

     "Purchaser Stock" shall have the meaning given such term in Section 3.01
hereof.

     "Regulatory Authority" shall mean any United States, foreign, federal,
provincial, state, local or municipal government or governmental authority the
approval of which, or filing with, is legally required for consummation of the
transactions contemplated by this Agreement.

     "Related Documents" shall have the meaning given such term in Section
11.01(a) hereof.

     "SEC Filings" shall have the meaning given such term in Section 5.08(a)
hereof.

     "Securities Act" shall mean the Securities Act of 1933, as amended, and the
rules and regulations thereunder.

     "Seller Losses" shall have the meaning given such term in Section 11.02
hereof.

     "Sellers' Representative" shall have the meaning given such term in Section
9.01.

     "Shares" shall have the meaning given such term in the Recitals hereof.

     "Software" means all proprietary software applications written, designed,
developed, sold or licensed by the Company and any translations or other
derivative works based thereon or derived therefrom, including, without
limitation those identified in Schedule 4.25 hereto.

     "Subsidiaries" shall mean all subsidiaries of the Company.

     "Tax" and "Taxes" shall have the meaning given such terms in Section
4.13(a) hereof.

     "Tax Return(s)" shall have the meaning given such term in Section 4.13(a)
hereof.

     "Year 2000 Compliance" shall have the meaning given such term in Section
4.21 hereof.

                                       3.


                                  ARTICLE II
                   PURCHASE AND SALE OF THE SHARES; CLOSING

     Section 2.01.  Purchase and Sale. Subject to the terms and conditions
herein contained, Sellers agree to sell, assign, transfer and deliver to
Purchaser at the Closing all of their right, title and interest in and to the
Shares, free and clear of any Liens. Subject to the terms and conditions herein
contained, Purchaser agrees to purchase from Sellers at the Closing the Shares
pursuant to the provisions of Article III below. Each Seller owns, and shall
sell to Purchaser, the number of Shares specified in Schedule 2.01 hereof. This
Agreement shall become effective when it has been signed by Purchaser and
Sellers holding all of the Shares. Each of the Sellers waives any preemptive
rights he, she or it may have relating to the sale of the Shares, whether
conferred by the Company's Articles of Organization or otherwise. Each of the
Sellers agrees to use his, her or its best efforts to cause each holder of the
Shares and/or options to purchase shares of the Company to sign and become a
party to either this Agreement and/or a Forward Option Agreement, as applicable.

     Section 2.02.  Delivery of the Shares. At the Closing, Sellers shall
transfer and deliver the Shares to a securities account specified in writing by
Purchaser or an exchange agent, as applicable.

     Section 2.03.  Closing. The consummation of the sale and transfer of the
Shares shall take place at the offices of Fletcher, Tilton &Whipple, P.C., 370
Main Street, Worcester, Massachusetts on August 7, 2000, provided that all of
the conditions set forth in Article VIII shall have been satisfied or waived by
such date, or on such other date and at such other place that Purchaser and
Sellers shall designate in writing (the "Closing").

                                  ARTICLE III
                                 CONSIDERATION

     Section 3.01.  Consideration.

               In consideration of the sale of the Shares to Purchaser and
subject to Section 3.02 hereof, Sellers shall be entitled to receive:

               (a) Stock of the Purchaser in the aggregate of 530,000 shares of
Rule 144 Stock, par value $0.01 per share ("Unregistered Stock"), and the
aggregate of 70,000 shares of Registered Stock, $0.01 per share. Collectively
the Unregistered Stock and the Registered Stock shall be referred to as the
"Purchaser Stock"; and

               (b) The sum of One Hundred Thousand Dollars ($100,000.00) by
certified or cashier's check or wire transfer.

     Section 3.02.  Delivery of Certificates. Within thirty (30) days of the
Closing, Purchaser shall, subject to Section 12.02(b) hereof, deliver to Sellers
certificates representing the Purchaser Stock. Subsequent to the filing of the
10K, a registration of these shares, along with others, will be filed. The
shares of Unregistered Stock to be issued to Sellers shall bear the following
legend:

The securities represented by this certificate have not been registered under
the federal Securities Act of 1933, as amended, or applicable state securities
laws and may not be sold, transferred, assigned, pledged, offered or otherwise
disposed in the absence of an effective registration statement under applicable
securities laws or an opinion of counsel reasonably satisfactory to  Purchaser
that such registration is not required.

                                       4.


                                  ARTICLE IV
                   REPRESENTATIONS AND WARRANTIES OF SELLERS

     Except as set forth in the Disclosure Schedule delivered concurrently with
and made a part of this Agreement, which identifies exceptions by specific
section references, each Seller hereby represents and warrants to Purchaser as
follows:

     Section 4.01.  Organization, Etc. The Company is a corporation duly
organized and validly existing under the laws of California and has full
corporate power and authority to conduct its business as it is now being
conducted and to own, operate or lease the properties and assets it currently
owns, operates or holds under lease. The Company is duly qualified or licensed
to do business in Massachusetts and to the knowledge of Sellers, in every
jurisdiction in which the nature of its business or its ownership of property
requires it to be qualified, except where the failure to be so qualified would
not, individually or in the aggregate, have a Material Adverse Effect. Attached
to Schedule 4.01 hereto are true and correct copies of the Company's Articles of
Organization, and any amendments thereto, and any Certificates of Registration
as in effect on the date hereof. The Company is not in violation of any
provisions of its Articles of Organization or any Certificates of Registration.

     Section 4.02.  Subsidiaries and Other Interests of the Company. The Company
does not have any Subsidiaries other than as set forth on Schedule 4.02 hereto,
is not a party to any partnerships or joint ventures and does not, directly or
indirectly, own or otherwise hold any legal or beneficial interest in any
Person. A copy of the Articles of Organization, and any amendments thereto,
and/or Certificate of Registration (or similar corporate governing documents)
and the most recent annual report for each Subsidiary are attached to Schedules
4.02 and 4.08. Except as set forth in Schedule 4.02, the Company is the
registered, record and beneficial owner of all of the outstanding shares of
capital stock (or other ownership interests having by their terms ordinary
voting power to elect a majority of directors or others performing similar
functions with respect to such Subsidiary) of each of its Subsidiaries, there
are no proxies with respect to such shares, and no equity securities of any of
such Subsidiaries are or may be required to be issued by reason of any options,
Options, scrip, rights to subscribe for, calls or commitments of any character
whatsoever relating to, or securities or rights convertible into or exchangeable
for, share capital or shares of any capital stock of any such Subsidiary. There
are no contracts, commitments, understandings or arrangements by which the
Company or any such Subsidiary is bound to issue, transfer or sell any share
capital or shares of such capital stock or securities convertible into or
exchangeable for such shares. All of such shares so owned by the Company are
validly issued, fully paid and nonassessable and are owned by it free and clear
of any Liens with respect thereto other than restrictions on transfer pursuant
to applicable securities laws. All representations and warranties made by
Sellers in Sections 4.01, 4.05, 4.07, 4.08, 4.09, 4.11, 4.12, 4.13, 4.14, 4.15,
4.16, 4.17, 4.18, 4.19, 4.20, 4.22, 4.23, 4.25, 4.26, 4.27, 4.28, 4.29, 4.30,
4.31 and 4.34 are, mutatis mutandis, made also with respect to each Subsidiary.

     Section 4.03.  Capitalization. The authorized share capital of the Company
is 10,000,000 shares of common stock, no par value. All of the Shares are owned,
of record and beneficially, by Sellers. Each Seller is the owner, beneficially
and of record, of the Shares set forth opposite such person's name in Schedule
2.01. At the Closing, the Shares will not be subject to any Liens, other than
restrictions imposed by applicable securities laws. No Persons other than
Sellers are or will be entitled to receive any payment with respect to the
Shares. All Shares have been duly authorized and validly issued and are fully
paid and non-assessable. All of the outstanding securities of the Company were
issued, offered, sold and delivered in compliance with all applicable securities
and corporate laws. None of the outstanding securities of the Company have been
issued in violation of any preemptive rights, rights of first refusal or similar
rights. Except for the Options listed on Schedule 4.03 hereto, there are no
outstanding options, warrants, convertible securities, calls, rights,
commitments, preemptive rights or agreements or instruments or understandings of
any character to which the Company is a party or by which the Company is bound,
obligating the Company to issue, deliver or sell, or cause to be issued,
delivered or sold, contingently or otherwise, additional shares of its share
capital or any securities or obligations convertible into or exchangeable for
such shares or to grant, extend or enter into any such option, warrant,
convertible

                                       5.


security, call, right, commitment, preemptive right or agreement. Schedule 4.03
hereto sets forth the name and address of all holders of options, warrants or
convertible securities, the date of grant or issuance, the number of shares of
the Company's capital stock subject thereto, the exercise price and the vesting
schedule. Purchaser has been provided accurate and complete copies of all stock
option plans pursuant to which the Company or any Subsidiary has granted options
that are currently outstanding, and the form of all stock option and warrant
agreements. All issued and outstanding options, warrants and other convertible
securities of the Company have been offered, issued and delivered in compliance
with all applicable securities and corporate laws. There are no outstanding
obligations, contingent or other, of the Company to purchase, redeem or
otherwise acquire any shares of its share capital. There are no voting trust
agreements or other contracts, agreements, arrangements, commitments, plans or
understandings restricting or otherwise relating to voting, dividend or other
rights with respect to any of the Shares.

     Section 4.04.  Authorization. Each Seller has all requisite power and
authority to enter into this Agreement and each of the other agreements
contemplated hereby, to carry out his/her obligations under this Agreement and
each of the other agreements contemplated hereby and to consummate the
transactions contemplated hereby and thereby. The execution and delivery of this
Agreement and each of the other agreements contemplated hereby, the consummation
of the transactions contemplated hereby and thereby and the performance by each
Seller of his/her obligations hereunder and thereunder have been duly authorized
by all necessary action on the part of each Seller. Each of this Agreement and
the other agreements contemplated hereby has been duly executed and delivered by
each Seller and constitutes the legal, valid and binding obligation of each
Seller, enforceable against such Seller in accordance with its terms (except as
the enforceability thereof may be limited by any applicable bankruptcy,
insolvency or other laws affecting creditors' rights generally or by general
principles of equity, regardless of whether enforceability is considered in
equity or at law).

     Section 4.05.  No Violation. The execution and delivery of this Agreement
and each of the other agreements contemplated hereby by each Seller does not,
and the consummation by each Seller of the transactions contemplated hereby and
thereby, and compliance with the terms hereof and thereof will not: (a) conflict
with, or result in any violation of or default or loss of any benefit under, any
provision of the Company's organizational documents; (b) conflict with, or
result in any violation of or default or loss of any benefit under, any License,
grant, statute, law, rule or regulation, or any judgment, decree or order of any
court or other governmental agency or instrumentality to which the Company is a
party or to which its properties are subject; (c) conflict with, or result in a
modification of any provision, or breach or violation of or default or loss of
any benefit under, or accelerate the performance required by, the terms of any
agreement (written or unwritten), understanding, arrangement, contract,
indenture or other instrument to which the Company is a party or to which any of
its properties are subject, or constitute a default or loss of any right
thereunder or an event which, with the lapse of time or notice or both, might
result in a default or loss of any right thereunder or the creation of any Lien
upon any of the assets or properties of the Company; or (d) result in any
suspension, revocation, impairment, forfeiture or nonrenewal of any License,
except, in the case of clauses (b), (c) and (d), where any such conflict,
violation, default, loss of benefit, modification, breach, acceleration,
creation of Lien, suspension, revocation, impairment, forfeiture or nonrenewal
individually or in the aggregate does not and will not have a Material Adverse
Effect.

     Section 4.06.  Approvals. The execution and delivery of this Agreement and
each of the other agreements contemplated hereby and the consummation of the
transactions contemplated hereby and thereby by each Seller will not require the
consent, approval, order or authorization of any Governmental Entity or
Regulatory Authority or any other Person under any statute, law, rule,
regulation, permit, license, agreement, indenture or other instrument to which
the Company is a party or to which its properties are subject, and no
declaration, filing or registration with any Governmental Entity or Regulatory
Authority is required or advisable by the Company or any Seller in connection
with the execution and delivery of this Agreement and each of the other
agreements contemplated hereby, the consummation of the transactions
contemplated hereby and thereby, or the performance by each Seller of his/her
obligations hereunder and thereunder. No Seller has any claim for pre-emptive
rights pursuant to the Articles of Organization or

                                       6.


other organizational document of the Company with respect to any past or present
transfer of Shares of the Company.

     Section 4.07.  Business Assets. The Company owns or leases all of the
tangible and intangible assets necessary for or used in the conduct of the
business of the Company as such business is presently conducted by the Company.
Except as reflected on Schedule 4.07 hereto, the Company owns all assets
reflected on the Latest Balance Sheet or acquired since the date thereof, free
and clear of all Liens, except for assets disposed of since the date of the
Latest Balance Sheet in the ordinary course of business.

     Section 4.08.  Financial Statements and Other Information.

               (a) Attached as Schedule 4.08 are true, correct and complete
copies of the audited balance sheets, as of December 31, 1999 and 1998, of the
Company and the audited statements of income, and shareholders' equity of the
Company for each of the years ended December 31, 1999 and 1998 (collectively,
the "Financial Statements"). The audited balance sheet, as of December 31, 1999
is herein referred to as the "Latest Balance Sheet". The audited statements of
income and shareholders' equity of the Company for the year ended December 31,
1999, and the Latest Balance Sheet are together herein referred to as the
"Latest Financial Statements".

               (b) The Financial Statements are derived from and are consistent
with the books and records of the Company, have been prepared in accordance with
Generally Accepted Accounting Principles consistently applied throughout the
periods covered thereby, and the balance sheets included therein present the
financial condition of the Company fairly in all material respects as of their
respective dates. All liabilities and obligations, whether absolute, accrued,
contingent or otherwise, whether direct or indirect, and whether due or to
become due, that existed at the date of such Financial Statements have been
disclosed in the balance sheets included therein or in notes thereto to the
extent such liabilities were required, under Generally Accepted Accounting
Principles, to be so disclosed.

               (c) Sellers have delivered to Purchaser a true and complete aging
schedule for the Company's accounts receivable as of March 31, 2000 (the
"Receivables"). The Receivables were generated in the ordinary course of the
Company's business and there do not exist any defenses, counterclaims and set-
offs that could materially adversely affect such Receivables. All of the
Receivables are actual and bona fide receivables representing obligations for
the total amount thereof shown on the books of the Company. The Company has
fully performed all obligations with respect thereto which they were obligated
to perform prior to the date hereof. The reserves for uncollectible accounts
established in the Latest Financial Statements have been determined in
accordance with the Company's past practices and, to the knowledge of Sellers,
are adequate.

     Section 4.09.  No Undisclosed Liabilities. Except as set forth in the notes
to the Latest Financial Statements or on Schedule 4.09, the Latest Financial
Statements disclose all liabilities of the Company other than liabilities that
have arisen after December 31, 1999, that were incurred in the ordinary course
of business and consistent with past practice (none of which is a material
uninsured liability for breach of contract, breach of warranty, tort,
infringement, claim or lawsuit).

     Section 4.10.  No Material Adverse Changes. Since the date of the Latest
Balance Sheet, there has been no change in the Company which change has had a
Material Adverse Effect.

     Section 4.11.  Corporate Action. All corporate action of the Board of
Directors of the Company taken on or prior to the date hereof have been duly
authorized, adopted or ratified in accordance with applicable law and the
organizational documents of the Company.

     Section 4.12.  Events Subsequent to December 31, 1999. Except as described
on Schedule 4.12, since December 31, 1999, the Company has not: (a) issued any
shares, bonds or other corporate securities (including without limitation
securities convertible into or rights to acquire share capital of the Company);

                                       7.


(b) borrowed any amount or, to the knowledge of Sellers, incurred or become
subject to any liability absolute, accrued or contingent), except current
liabilities incurred or liabilities under contracts entered into, all in the
ordinary course of business; (c) discharged or satisfied any Lien or incurred or
paid any obligation or liability (absolute, accrued or contingent) other than
current liabilities shown on its balance sheet included in the Latest Financial
Statements and current liabilities incurred since December 31, 1999, in the
ordinary course of business; (d) declared or made any payment or distribution to
shareholders or purchased or redeemed any of its share capital or other
securities; (e) mortgaged, pledged or subjected to Lien any of its assets,
tangible or intangible; (f) sold, assigned or transferred any of its tangible
assets except in the ordinary course of business, or canceled any debt or claim;
(g) sold, assigned, transferred or granted any license with respect to, or
waived any material right to, any invention or discovery (whether or not
patentable), patent, patent application, trademark, trade name, service mark,
copyright, trade secret or other intangible asset or proprietary information;
(h) suffered any loss of property or, to the knowledge of Sellers, waived any
right of material value whether or not in the ordinary course of business or
consistent with past practice; (i) made any material change in the manner of its
business or operations; (j) made any material change in any method of accounting
or accounting practice, except as specifically disclosed in the Latest Financial
Statements; (k) entered into any transaction except in the ordinary course of
business or as otherwise contemplated hereby; (l) entered into or modified any
employment, severance or similar agreements or arrangements with or granted any
bonuses, salary or benefits increases, severance or termination pay to, any
officer or employee, or consultant other than in the ordinary course of business
and consistent with past practice; (m) adopted or amended any bonus, profit
sharing, compensation, stock option, pension, retirement, deferred compensation,
employment or other employee benefit plan, trust, fund or group arrangement for
the benefit or welfare of any employees or any bonus, profit sharing,
compensation, stock option, pension, retirement, deferred compensation,
employment or other employee benefit plan, agreement, trust, fund or
arrangements for the benefit or welfare of any employee, officer, director or
affiliate; (n) made any capital expenditure or commitment therefor in excess of
$100,000 individually or $500,000 in the aggregate; (o) made any loans or
advances to, or guarantees for the benefit of, any Persons; (p) acquired (by
merger, exchange, consolidation, acquisition of stock or assets or otherwise)
any corporation, partnership, limited liability company, joint venture or other
business organization or division or material assets thereof; (q) accelerated
collection of accounts receivable other than in the ordinary course of business;
(r) allowed any accounts payable owed to trade creditors to remain outstanding
more than 45 days, unless disputed in good faith, other than in the ordinary
course of business; or (s) entered into any commitment (contingent or otherwise)
to do any of the foregoing.

     Section 4.13.  Taxes.

               (a) For the purposes of this Agreement, a "Tax" or, collectively,
"Taxes," means any and all United States and foreign taxes, assessments and
other governmental charges, duties, fees, levies, impositions and liabilities,
including without limitation, income, gross receipts, profits, sales, use and
occupation, and value added, ad valorem, transfer, gains, franchise,
withholding, payroll, recapture, employment, excise, unemployment insurance,
social security, business license, occupation, business organization, stamp,
environmental, personal property, real property, license, lease, service,
service use, severance, windfall profits, customs and other taxes, together with
all interest, fines, penalties and additions imposed with respect to such
amounts. For purposes of this Agreement, "Tax Returns" means all reports,
returns, declarations, statements or other information required to be supplied
to a taxing authority in connection with Taxes.

               (b) The Company and its Subsidiaries have: (i) timely filed all
Tax Returns required to be filed by it and all such Tax Returns are true and
complete in all respects; (ii) paid all Taxes due, and paid all Taxes for which
a notice of assessment or collection has been received (other than amounts being
contested in good faith by appropriate proceedings and for which adequate
reserves have been established on the books of the Company). No taxing authority
has asserted any claim for Taxes or, to the knowledge of Sellers, is threatening
to assert any claim for Taxes; no waivers of time to assess any Tax are in
effect and no requests for waiving of the time to assess any Tax are pending. No
Seller has knowledge of any dispute or claim concerning any Tax liability of the
Company. The Company and its Subsidiaries have

                                       8.


withheld or collected and paid over to the appropriate governmental authorities
(or is properly holding for such payment) all Taxes required by law to be
withheld or collected. There are no Liens for Taxes upon the assets of the
Company (other than Liens for taxes that are not yet due or that are being
contested in good faith by appropriate proceedings). No Tax authority in a
jurisdiction where the Company or its Subsidiaries do not file Tax Returns has
made a claim, assertion or threat that the Company or any Subsidiary is or may
be subject to Tax in such jurisdiction.


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