SCHEDULE 13D

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JAtOKGP/6pXbFC13UHdQUagaCeA/aLiXl2g6z9+mJc/jbeeJi2xRoXu+eQ4Hz8lP 5G8dsrLzETaisteuE/IYyg== 0001193125-04-179316.txt : 20041027 0001193125-04-179316.hdr.sgml : 20041027 20041027155624 ACCESSION NUMBER: 0001193125-04-179316 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20041027 DATE AS OF CHANGE: 20041027 GROUP MEMBERS: R. ALLEN STANFORD FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: STANFORD VENTURE CAPITAL HOLDINGS INC CENTRAL INDEX KEY: 0001160414 IRS NUMBER: 760619955 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 201 S BISCAYNE BLVD SUITE 1200 CITY: MIAMI STATE: FL ZIP: 33131 BUSINESS PHONE: 3053479102 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GREENHOLD GROUP INC CENTRAL INDEX KEY: 0001103121 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 650910697 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-80047 FILM NUMBER: 041099575 BUSINESS ADDRESS: STREET 1: 1995 E OAKLAND PARK BLVD STREET 2: SUITE 350 CITY: OAKLAND PARK STATE: FL ZIP: 33306 BUSINESS PHONE: 5617470244 MAIL ADDRESS: STREET 1: 120 N U S HIGHWAY ONE STREET 2: SUITE 100 CITY: TEQUESTA STATE: FL ZIP: 33469 SC 13D 1 dsc13d.htm SCHEDULE 13D SCHEDULE 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Greenhold Group, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

395304 10 8

(CUSIP Number)

Stanford Venture Capital Holdings, Inc.

5050 Westheimer Road

Houston, Texas 77056

Attention: P. Mauricio Alvarado, Esq.

Telephone No.: (713) 964-5100

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 18, 2004

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box ¨.

Note: Schedules filed in paper formal shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 395304 10 8		SCHEDULE 13D		Page 2 of 8 Pages


1	NAME OF REPORTING PERSON S.S. OR IRS. IDENTIFICATION NO. OF ABOVE PERSON Stanford Venture Capital Holdings, Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7 SOLE VOTING POWER

8 SHARED VOTING POWER

262,500,000 shares of Common Stock

9 SOLE DISPOSITIVE POWER

10 SHARED DISPOSITIVE POWER

262,500,000 shares of Common Stock


11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 262,500,000 shares of Common Stock
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 71.3%
14		TYPE OF REPORTING PERSON CO


CUSIP No. 395304 10 8		SCHEDULE 13D		Page 3 of 8 Pages


1	NAME OF REPORTING PERSON S.S. OR IRS. IDENTIFICATION NO. OF ABOVE PERSON R. Allen Stanford
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware and Antigua

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7 SOLE VOTING POWER

8 SHARED VOTING POWER

262,500,000 shares of Common Stock

9 SOLE DISPOSITIVE POWER

10 SHARED DISPOSITIVE POWER

262,500,000 shares of Common Stock


11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 262,500,000 shares of Common Stock
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 71.3% of Common Stock
14		TYPE OF REPORTING PERSON IN

Explanatory Note

Stanford Venture Capital Holdings, Inc., a Delaware corporation (“SVCH”) and R. Allen Stanford (“Stanford”) (SVCH and Stanford are sometimes collectively referred to herein as the “Reporting Persons”), hereby make this single joint filing statement on Schedule 13D to report the beneficial ownership of shares of common stock (“Common Stock”) of Greenhold Group, Inc., a Florida corporation (the “Issuer”). As described in this Schedule 13D, Stanford is joining SVCH in filing this Schedule 13D because, as the sole shareholder of SVCH, Stanford may be deemed to indirectly beneficially own the shares of Common Stock that are directly beneficially owned by SVCH. The filing of this Schedule 13D shall not be deemed to be an admission that any Reporting Person is, for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, the beneficial owner of any securities covered by this Schedule 13D.

Item 1 Security and Issuer

This statement relates to the Common Stock of the Issuer. The principal executive offices of the Issuer are located at 835 Bill Jones Industrial Drive, Springfield, Tennessee 37172.

Item 2 Identity and Background

(a) - (c) This statement is being filed jointly by Stanford Venture Capital Holdings, Inc., a Delaware corporation (“SVCH”), and R. Allen Stanford, a citizen of the United States and Antigua (“Stanford”). The business address of SVCH and Stanford is 5050 Westheimer Road, Houston, Texas 77056. Stanford is a director of SVCH and is the sole shareholder of SVCH. SVCH’s principal business is to provide investment capital and other funding to companies in various industries.

(d)-(e) During the last five (5) years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding is or was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws.

Item 3 Source and Amount of Funds or Other Consideration

Pursuant to an Agreement and Plan of Merger (the “Merger Agreement”) effective as of October 18, 2004, by and between the Issuer and Golf Acquisition, Inc., a Florida corporation (“GOLF”), SVCH acquired 55,300,000 shares of Common Stock of the Issuer. SVCH acquired such shares in exchange for all of its shares of common stock of GOLF. The Merger Agreement is attached as Exhibit 10.1 to this Schedule 13D.

Pursuant to a Securities Purchase Agreement (“Securities Purchase Agreement”) dated October 15, 2004, SVCH agreed to make an aggregate investment in Datrek Acquisition, Inc., a Florida corporation (“Datrek”) of $4,500,000, in several tranches, subject to the conditions of

that agreement (the “Investment”). Subsequently, pursuant to a merger of a wholly owned subsidiary of GOLF with and into Datrek, Datrek became a wholly owned subsidiary of GOLF. GOLF then merged with and into the Issuer (the “Merger”). The Investment is in the form of shares of common stock of Datrek and, following the consummation of the Merger, shares of common stock of the Issuer. For its aggregate investment of $4,500,000, SVCH will receive an aggregate of 157,500,000 shares of Common Stock. The initial tranche under the Securities Purchase Agreement, upon which SVCH received 55,300,000 shares of Common Stock in exchange for $1,580,000, occurred on October 18, 2004. The second tranche under the Securities Purchase Agreement was closed on October 21, 2004, upon which SVCH received an additional 19,600,000 shares of Common Stock. For more information on SVCH’s right to acquire shares of the Common Stock of the Issuer, please review the Securities Purchase Agreement which is attached as Exhibit 10.2 to this Schedule 13D.

On October 15, 2004, Datrek, Datrek Professional Bags, Inc. (“DPB”) and the principal shareholders of DPB entered into an Asset Purchase Agreement in which Datrek agreed to purchase all of the assets of DPB for an aggregate purchase price of $8,115,000 consisting of cash, promissory notes and 2,200,000 shares of common stock of Datrek, subject to the conditions of that agreement (the “Datrek Purchase Agreement”). As described above, Datrek subsequently became a wholly owned subsidiary of GOLF, which in turn merged with and into the Issuer.

On October 15, 2004, Miller Acquisition, Inc., a Florida corporation and wholly owned subsidiary of GOLF (“Miller”) and Miller Golf Company, LLC (“MGC”) entered into an Asset Purchase Agreement in which Miller agreed to purchase all of the assets of MGC for an aggregate purchase price consisting of 3,000,000 shares of common stock of GOLF, subject to the conditions of that agreement (the “Miller Purchase Agreement”). Following the Merger the 3,000,000 shares of common stock of GOLF were converted into 105,000,000 shares of Common Stock. MGC is 95% owned by SVCH and, accordingly, SVCH is deemed to beneficially own such shares of Common Stock.

Item 4. Purpose of Transaction

The Reporting Persons purpose in acquiring the shares of Common Stock reported in Item 5(a) hereof is for investment purposes. Except as set forth herein and in the attached exhibits, the Reporting Persons do not have any plans or proposals that relate to or would result in: (i) the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer; (ii) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer; (iii) a sale or transfer of a material amount of assets of the Issuer; (iv) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (v) any material change in the present capitalization or dividend policy of the Issuer; (vi) any other material change in the Issuer’s business or corporate structure; (vii) changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (viii) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an interdealer quotation system of a registered national securities

association; (ix) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (x) any action similar to any of those enumerated above.

Item 5. Interest in Securities of the Issuer

(a) As of October 25, 2004, the Reporting Persons beneficially own, or have the right to acquire within 90 days of the date hereof, 262,500,000 shares of Common Stock. The Reporting Persons are deemed to beneficially own 71.3% of the Issuer’s issued and outstanding Common Stock. SVCH directly beneficially owns all the shares of Common Stock to which this Schedule 13D relates. Stanford, as the sole shareholder of SVCH, could be deemed to have indirect beneficial ownership of the shares of Common Stock directly beneficially owned by SVCH.

(b) SVCH, together with Stanford, has the shared power to vote or direct the vote and the shared power to dispose or to direct the disposition of the shares of Common Stock reported as beneficially owned by it in Item 5(a) hereof.

(c) The Reporting Persons only transaction in shares of Common Stock during the past 60 days was the consummation of the Merger Agreement and the Securities Purchase Agreement.

(d) Not applicable.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Except as described in Item 3 of this Schedule 13D and in the attached exhibits, there are no contracts, arrangements, understandings or relationships (legal or otherwise) with respect to any securities of the Issuer to which SVCH or Mr. Stanford is a party or is subject.

Item 7. Materials to be filed as Exhibits

10.1	Agreement and Plan of Merger effective as of October 18, 2004, by and among the Issuer, the principal stockholder of the Issuer and GOLF.

10.2	Securities Purchase Agreement dated as of October 15, 2004, by and between SVCH and Datrek.

99.1	Joint Filing Agreement, dated as of October 27, 2004, by and between Stanford Venture Capital Holdings, Inc. and R. Allen Stanford.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


Date: October 27, 2004	/s/ R. Allen Stanford
	R. Allen Stanford

	STANFORD VENTURE CAPITAL HOLDINGS, INC.

Date: October 27, 2004	/s/ James M. Davis
	Name:	James M. Davis
	Title:	President

EXHIBIT INDEX


10.1		Agreement and Plan of Merger effective as of October 18, 2004, by and among the Issuer, the principal stockholder of the Issuer and GOLF.

10.2		Securities Purchase Agreement dated as of October 15, 2004, by and between SVCH and Datrek.

99.1		Joint Filing Agreement, dated as of October 27, 2004, by and between Stanford Venture Capital Holdings, Inc. and R. Allen Stanford.

EX-10.1 2 dex101.htm AGREEMENT AND PLAN OF MERGER Agreement and Plan of Merger

EXHIBIT 10.1

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER, (hereinafter referred to as the “Agreement”) is made and entered into as of this 15^th day of October, 2004 (the “Closing Date”) by and between GREENHOLD GROUP, INC., a Florida corporation (hereinafter referred to as “GG”), JOHN D. HARRIS (the “Responsible Party”), and GOLF ACQUISITION, INC., a Florida corporation (hereinafter referred to as “GOLF”).

RECITALS

WHEREAS, GG and GOLF desire to merge GOLF with and into GG, whereby GG shall be the surviving entity pursuant to the terms and conditions set forth herein and whereby the transaction shall qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “IRC”), or alternatively as part of transfer to a controlled corporation under Section 351 of the IRC;

WHEREAS, in furtherance of such combination, each of the Boards of Directors of GG and GOLF have approved the merger of GOLF with and into GG (the “Merger”), upon the terms and subject to the conditions set forth herein, in accordance with Section 607.1108 of the Florida Business Corporation Act (the “FBCA”).

WHEREAS, GG presently has, issued and outstanding, a total of 28,775,040 shares of its common stock, par value $0.001 per share (“GG Common Stock”) and has no other equity securities issued and outstanding; and

WHEREAS, the shareholders of GOLF desire to exchange all of the issued and outstanding shares of common stock of GOLF (the “GOLF Shares”) for Two Hundred Thirty Seven Million Three Hundred Thousand (237,300,000) shares of GG Common Stock representing approximately 89% of the total issued and outstanding GG Common Stock on a fully diluted basis.

NOW, THEREFORE, in consideration of the premises and mutual representations, warranties and covenants herein contained, the parties hereby agree as follows:

ARTICLE I

THE MERGER

SECTION 1.1 (a) Merger and Plan of Reorganization. At the Effective Time (as defined in Section 1.1(b) hereof), and subject to and upon the terms and conditions of this Agreement and the FBCA, GOLF shall be merged with and into GG, the separate corporate existence of GOLF shall cease, and GG shall be the surviving entity. GG after the Effective Time is sometimes referred to herein as the “Surviving Corporation.” As consideration for its agreement to surrender their GOLF Shares and to approve the Merger, the shareholders of GOLF shall receive an aggregate of Two Hundred Thirty Seven Million Three Hundred Thousand (237,300,000) shares of authorized but previously unissued GG Common Stock (the “Merger Shares”).

(b) The Effective Time. As promptly as practicable after the satisfaction or waiver of the conditions set forth in Articles VII, VIII and IX hereof, the parties hereto shall cause the merger to be consummated by filing the Articles of Merger as contemplated by Section 607.1109 of the FBCA (the “Articles of Merger”), together with any required related documents, with the appropriate administrator, as indicated in the FBCA, in such form as required by, and executed in accordance with the relevant provision of the FBCA. The Merger shall be effective at the time indicated in such Articles of Merger (the “Effective Time”).

SECTION 1.2 Issuance of Merger Shares.

(a) At the Closing, GG shall cause to be issued and delivered to the shareholders of GOLF stock certificates evidencing their ownership of the Merger Shares.

(b) The Merger Shares to be issued hereunder are deemed “restricted securities” as defined by Rule 144 promulgated by the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), and the shareholders of GOLF (i) are acquiring the Merger Shares for investment purposes only and without the intent to make a further distribution of the Merger Shares, (ii) are aware of the limits on resale imposed by virtue of the nature of the transactions contemplated by this Agreement, and (iii) have been given the opportunity to ask questions of, and receive answers from, the officers of GG regarding GG, its current and proposed business operations and the GG Common Stock, and the officers of GG have made available to such stockholder all documents and information that such stockholder has requested relating to an investment in GG.

(c) All Merger Shares to be issued under the terms of this Agreement shall be issued pursuant to exemptions from the registration requirements of the Securities Act and the rules and regulations promulgated thereunder. Certificates representing the restricted Merger Shares shall bear the following, or similar legend:

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE REGISTRATION PROVISIONS OF SUCH ACT OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION PROVISIONS, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY.

SECTION 1.3 Effects of the Merger.

(a) Articles of Incorporation. The Articles of Incorporation of GG, as in effect immediately prior to the Effective Time, shall be the Articles of Incorporation of the Surviving Corporation and thereafter may be amended or repealed in accordance with its terms and applicable law.

(b) By-Laws. The By-laws of GG, as in effect immediately prior to the Effective Time shall be the By-laws of the Surviving Corporation and thereafter may be amended or repealed in accordance with their terms or the Articles of Incorporation of the Surviving Corporation and as provided by applicable law.

(c) Directors of Surviving Corporation. The director of the Surviving Corporation immediately after Closing shall be Michael S. Hedge and Deborah Ryan until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

(d) Officers. The officers of the Surviving Corporation immediately after the Closing shall be: (i) Michael S. Hedge, who shall serve as Chief Executive Officer and President, (ii) Deborah Ryan, who shall serve as Chief Operating Officer, and (iii) Patrick Fox, who shall serve as Chief Financial Officer. Each such officer shall serve until the earlier of his or her resignation or removal or until his or her successor is duly appointed and qualified, as the case may be.

(e) Tax-Free Reorganization. The parties intend that the Merger shall be treated as reorganization pursuant to Section 368(a) of the IRC or, alternatively, a tax-free exchange pursuant to Section 351 of the IRC. No party shall take any action or fail to take any action that would adversely affect the treatment of the Merger as a tax-free reorganization or exchange.

SECTION 1.4 Closing. Unless this Agreement shall have been terminated pursuant to Section X, and subject to the satisfaction or waiver, if permissible, of the conditions set forth in Articles VII, VIII and IX hereof, the closing of the transactions contemplated by this Agreement (the “Closing”) shall take place (i) at the offices of Adorno & Yoss, at 2601 S. Bayshore Drive, Miami, Florida 33133, on October 1, 2004, so long as GOLF has theretofore purchased substantially all of the assets of Datrek Professional Bags, Inc. and Miller Golf Company, LLC, or (ii) at such other time, date or place as GOLF and GG may mutually agree.

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF

GG AND THE RESPONSIBLE PARTY

As an inducement of GOLF to enter into this Agreement, GG and the Responsible Party hereby makes jointly and severally, as of the date hereof and as of the Closing Date, the following representations and warranties to GOLF and its shareholders.

SECTION 2.1 Organization of GG. GG and each Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of the State of Florida, is duly qualified and in good standing as a foreign corporation in every jurisdiction in which such qualification is necessary, and has the corporate power and authority to own its properties and assets and to transact the business in which it is engaged. GG is a shell company with no assets or business operations. Schedule 2.1 contains a complete and accurate list for GG of its jurisdictions of incorporation and other jurisdictions in which it is qualified to do business. GG

and the Responsible Party have all requisite corporate power and authority to execute and deliver this Agreement and all other documents executed in connection herewith and to consummate the transactions contemplated hereby and thereby, and have taken all corporate or other action necessary to consummate the transactions contemplated hereby and thereby and to perform their respective obligations hereunder and thereunder. No other corporate proceeding on the part of GG is necessary to authorize this Agreement, the Merger or to consummate the transactions contemplated hereby. Without limiting the generality of the foregoing, no approval of this transaction by the shareholders of GG is required under applicable Law. This Agreement has been duly executed and delivered by GG and the Responsible Party and constitutes the legal, valid and binding obligation of GG and the Responsible Party, enforceable against them in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, moratorium, insolvency, reorganization, or other similar laws now or hereafter in effect relating to or affecting creditors’ rights generally and except for general principles of equity.

SECTION 2.2 Capitalization of GG.

(a) The authorized capital stock of GG consists of One Billion (1,000,000,000) shares of Common Stock, par value $0.001 per share, of which Twenty Eight Million Seven Hundred Seventy Five Thousand Forty (28,775,040) shares of GG Common Stock are issued and outstanding as of the Closing. Schedule 2.2(a) contains a complete and accurate stockholder list of GG showing all GG capital stock issued and outstanding as of the date hereof. All shares of GG Common Stock currently issued and outstanding have been duly authorized and validly issued and are fully paid and non-assessable, and have been issued in compliance with any and all applicable federal and state laws or pursuant to appropriate exemptions therefrom. Except as set forth in Schedule 2.2(a), there are no options, warrants, rights, calls, commitments or agreements of any character obligating GG to issue any shares of its capital stock or other securities or any security representing the right to purchase or otherwise receive any such stock or other securities. The Merger Shares, when issued, will be duly authorized, validly issued, fully paid and non-assessable.

(b) Other than the transactions contemplated by this Agreement, there is no outstanding vote, plan, pending proposal or right of any Person to cause any redemption of GG Common Stock or the merger or consolidation of GG with or into any other entity. GG is not under any obligation under any agreement to register any of its securities under federal or state securities laws.

(c) Except as set forth on Schedule 2.2(c), there are no corporations or other entities with respect to which (i) GG owns any of the outstanding stock or other interests, or (ii) GG may be deemed to be in control. Schedule 2.2(c) sets forth the authorized capital, as well as the issued and outstanding stock of each Subsidiary. There are no other classes or series of capital stock or other equity securities of any Subsidiary. All of the shares of common stock of the Subsidiaries were validly issued, are fully paid and nonassessable, and were not issued in violation of any preemptive or similar rights of any shareholder.

(d) There are no agreements among stockholders of GG, or otherwise, voting trusts, proxies or other agreements or understanding of any character, whether written or oral, with respect to or concerning the purchase, sale, transfer or voting of the GG Common Stock or any other security of GG.

(e) Except as set forth in Section 6.5 hereof, none of GG or the Responsible Party have any legal obligations, absolute or contingent, to any other Person or entity to sell the assets or to sell any capital stock or any other security of GG or to effect any merger, consolidation or other reorganization of GG or to enter into any agreement with respect thereto, except pursuant to this Agreement.

SECTION 2.3 Charter Documents. Certified copies of the Articles of Incorporation and By-laws of GG, as amended to date, have been delivered to GOLF prior to the Closing and are true, correct and complete copies thereof.

SECTION 2.4 Corporate Documents. The GG shareholders’ list as set forth on Schedule 2.4 and corporate minute books are complete and accurate as of the date hereof and the corporate minute books contain the recorded minutes of all corporate meetings or the written consents of shareholders and directors.

SECTION 2.5 Financial Statements.

(a) GG’s audited financial statements for the years ended December 31, 2001, 2002 and 2003, and reviewed financial statements for the quarters ended March 31, 2004 and June 30, 2002 (the audited and reviewed financial statements together, the “GG Financial Statements”), copies of which have been delivered to GOLF, are true and complete in all material respects, having been prepared in accordance with generally accepted accounting principles (“GAAP”) applied on a consistent basis for the period covered by such statements, and fairly present, in accordance with generally accepted accounting principles, the consolidated financial condition of GG, and results of its operations for the periods covered thereby. GG maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed with management’s authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s authorizations and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any difference. GG has not engaged in any transaction, maintained any bank account or used any corporate funds except for transactions, bank accounts or funds which have been and are reflected in the normally maintained books and records. Except as otherwise disclosed to GOLF in writing and as set forth herein, there has been no material adverse change in the business operations, assets, properties, prospects or condition (financial or otherwise) of GG taken as a whole from that reflected in the financial statements referred to in this Section 2.5(a).

(b) SEC Documents. GG has furnished GOLF with a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by GG with the Securities and Exchange Commission (“SEC”) since January 1, 2000 and all correspondence from the SEC and any blue sky administrator with respect thereto (as such documents have since the time of their filing been amended, the “GG SEC Documents”) and since that date GG has timely filed with the SEC all documents required to be filed pursuant to

Section 15(d) of the Exchange Act, including but not limited to, a statement of beneficial ownership on the appropriate form, by each Person known by GG to beneficially own more than five percent (5%) of the issued and outstanding Common Stock of GG and an Information Statement under Rule 14f-1 of the SEC describing the change of the Board of Directors of GG contemplated hereby. As of their respective dates, the GG SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such GG SEC Documents, and none of the GG SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of GG included in the GG SEC Documents comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, are accurate, complete and in accordance with the books and records of GG and have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the reviewed statements, as permitted by Form 10-QSB of the SEC) and fairly present (subject, in the case of the reviewed statements, to normal, recurring audit adjustments) the consolidated financial position of GG as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended. Neither GG nor the Responsible Party is at this time, nor have they been at any time in the 5-year period immediately preceding the date of this Agreement, subject to any inquiry, investigation (formal or otherwise) by the SEC, National Association of Securities Dealers or any applicable state agency.

SECTION 2.6 Absence of Certain Changes or Events. Since the date of the latest GG Financial Statement and except as disclosed on Schedule 2.6, GG has not (i) issued or sold any promissory note, stock, bond, option or other security of which it was an issuer or other obligor, (ii) discharged or satisfied any lien or encumbrance or paid any obligation or liability, absolute or contingent, direct or indirect, (iii) incurred or suffered to be incurred any liability or obligation whatsoever, (iv) caused or permitted any lien, encumbrance or security interest to be created or arise on or in any of its properties or assets, (v) declared or made any dividend, payment or distribution to stockholders or purchased or redeemed or agreed to purchase or redeem any shares of its capital stock, (vi) reclassified its shares of capital stock, (vii) amended its Articles of Incorporation or By-Laws, (viii) acquired any equity interest in any other Person, or (ix) entered into any agreement or transaction except in connection with the execution and performance of this Agreement, and GG has have not entered into any Agreement to do any of the foregoing actions described in this Section 2.6.

SECTION 2.7 Liabilities. As of the date hereof, GG does not have any debts, liabilities or obligations of any nature, whether accrued, absolute, contingent, or otherwise, whether due or to become due, that are not fully reflected in the GG Financial Statements. As of the date hereof, such liabilities do not exceed $150,000 in the aggregate. GG has delivered releases in writing from certain obligees of liabilities of GG or its subsidiaries and such releases are legal, valid and binding obligations enforceable in accordance with their respective terms subject to the payment of $150,000 as described in Section 5.2, below. Schedule 2.7 includes true and correct copies of evidence of full payment and satisfaction of such liabilities or obligations reflected on the books of GG since January 1, 2002 or releases thereof. Schedule 2.7 also sets forth a list of obliges of GG for which releases have not been delivered by GG.

SECTION 2.8 Tax Returns and Payments. All tax returns of GG (Federal, state, city, county or foreign) which are required by law to be filed on or before the date of this Agreement, have been duly filed and are complete and accurate in all respects. GG has paid all taxes due on said returns, any assessments made against GG and all other taxes, fees and similar charges imposed on GG by any governmental authority (other than those, the amount or validity of which is being contested in good faith by appropriate proceedings). No tax liens have been filed and no claims are being assessed with respect to any such taxes, fees or other similar charges. GG does not know of (i) any other tax returns or reports which are required to be filed which have not been so filed and (ii) any unpaid assessment for additional taxes for any fiscal period or any basis thereof.

SECTION 2.9 Required Authorizations. There have been or will be timely filed, given, obtained or taken, all applications, notices, consents, approvals, orders, registrations, qualifications, waivers or other actions of any kind required by virtue of execution and delivery of this Agreement by GG or the consummation by them of the transactions contemplated hereby.

SECTION 2.10 Compliance with Law and Government Regulations. GG is in compliance with, and is not in violation of, applicable federal, state, local or foreign statutes, laws and regulations (including without limitation, any applicable building, zoning or other law, ordinance or regulation) affecting GG or any of its properties or the operation of its business. GG is not subject to any order, decree, judgment or other sanction of any court, administrative agency or other tribunal.

SECTION 2.11 Litigation. There is no litigation, arbitration, Proceeding or investigation pending, or to the Knowledge of GG, threatened or anticipated to which GG is a party or which may result in any material change in the business or condition, financial or otherwise, of GG or in any of its properties or assets, or which might result in any liability on the part of GG, or which questions the validity of this Agreement or of any action taken or to be taken pursuant to or in connection with the provisions of this Agreement, and to the Knowledge of GG, there is no basis for any such litigation, arbitration, Proceeding or investigation. There are presently no outstanding judgments, decrees or orders of any court or any governmental or administrative agency against or affecting GG or any of its assets. All references to the “Knowledge of GG” in this Agreement shall mean the actual knowledge of GG or the knowledge that GG could reasonably be expected to have, after reasonable investigation and due diligence.

SECTION 2.12 Intellectual Property.

(a) GG does not use any patents, trademark, service mark, trade name, or copyright in its business, nor does it own any patents, trademarks, trade mark registrations or applications, trade names, service marks, copyrights, copyright registrations or applications. No Person owns any patents trademark, trade mark registration or application, service mark, trade name, copyright or copyright registration or application, the use of which is necessary or contemplated in connection with the operation of the business of GG.

(b) GG does not have knowledge of any facts and nothing has come to its attention that would lead it to believe that it has infringed or misappropriated or is infringing upon any trademark, copyright, patent or other similar right of any Person. No claim relating thereto is pending or, to the Knowledge of GG, is threatened.

SECTION 2.13 Governmental Consent. No consent, approval, authorization or order of, or registration, qualification, designation, declaration or filing with, any governmental authority on the part of GG is required in connection with the execution and delivery of this Agreement or the carrying out of any transactions contemplated hereby with the exception of the filing of the Articles of Merger with the Secretary of State of the State of Florida.

SECTION 2.14 Authority. GG and the Responsible Party have full power, authority and legal right to enter into this Agreement and to consummate the transactions contemplated hereby and thereby, and have taken all corporate or other action necessary to consummate the transactions contemplated hereby and thereby and to perform their respective obligations hereunder and thereunder. This Agreement upon its execution and delivery, is the legal, valid and binding obligation of GG and the Responsible Party, enforceable against GG and the Responsible Party, in accordance with its respective terms except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency and other similar laws affecting creditors’ rights generally.

SECTION 2.15 No Disqualifying Orders. None of GG or the Responsible Party or any of their affiliates, directors, officers or principals is subject to any disqualifying order under the “Bad Boy” provisions of the federal or any state’s securities law. As used herein, “Bad Boy” provisions include Rule 262 of Regulation A, Rule 507 of Regulation D and other similar disqualifying provisions of federal and state securities laws.

SECTION 2.16 Real Property. GG does not own or lease any real property.

SECTION 2.17 Contracts. Except for this Agreement and the agreements listed on Schedule 2.17 hereto, GG is not a party to any written or oral agreement including without limitation:

(a) any agreement (or group of related agreements) for the lease of personal property from or to third parties;

(b) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services;

(c) any agreement concerning the establishment or operation of a partnership, joint venture or limited liability company;

(d) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations);

(e) any agreement for the disposition of any significant portion of the assets or business of GG or any agreement for the purchase by GG of the assets or business of any other entity;

(f) any agreement concerning confidentiality or noncompetition;

(g) any employment or consulting agreement;

(h) any agreement involving any current or former officer, director or stockholder of GG or an affiliate thereof;

(i) any agreement under which the consequences of a default or termination would reasonably be expected to have a material adverse effect on GG;

(j) any agreement which contains any provisions requiring GG to indemnify any other party; or

(k) any other agreement.

GG has delivered to GOLF a complete and accurate copy of each agreement listed in Schedule 2.17. With respect to each agreement so listed: (i) the agreement is legal, valid, binding and enforceable and in full force and effect; (ii) the agreement will continue to be legal, valid, binding and enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither GG nor, to the Knowledge of GG, is any other party, in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the Knowledge of GG, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by GG or, to the Knowledge of GG, any other party under such agreement.

SECTION 2.18 Powers of Attorney. There are no outstanding powers of attorney executed on behalf of GG.

SECTION 2.19 Insurance. Schedule 2.19 lists each insurance policy (including fire, theft, casualty, comprehensive general liability, workers compensation, business interruption, environmental, product liability and automobile insurance policies and bond and surety arrangements) to which GG is a party, all of which are in full force and effect. Such insurance policies are of the type and in amounts customarily carried by organizations conducting businesses or owning assets similar to those of GG. There is no material claim pending under any such policy as to which coverage has been questioned, denied or disputed by the underwriter of such policy. All premiums due and payable under all such policies have been paid, GG may not be liable for retroactive premiums or similar payments, and GG is otherwise in compliance in all material respects with the terms of such policies. GG has no knowledge of any threatened termination of, or premium increase with respect to, any such policy. Each such policy will continue to be enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing.

SECTION 2.20 Employee Benefits. GG does not sponsor or otherwise maintain a “pension plan” within the meaning of Section 3(2) of ERISA or any other retirement plan, nor do any unfunded liabilities exist with respect to any employee benefit plan, past or present. No employee benefit plan, any trust created thereunder or any trustee or administrator thereof has engaged in a “prohibited transaction,” as defined in Section 4975 of the IRC, which may have an adverse effect on the condition, financial or otherwise, of GG.

SECTION 2.21 Permits. GG has all Permits that are or will be legally required to enable it to conduct its business in all material respects as now conducted.

SECTION 2.22 No Conflict or Violation; Consent. None of the execution, delivery or performance of this Agreement, the consummation of the transactions contemplated hereby or thereby, nor compliance by GG or the Responsible Party with any of the provisions hereof or thereof, will (a) violate or conflict with any provision of the governing documents of GG or the Responsible Party, (b) violate, conflict with, or result in a breach of or constitute a default (with or without notice of passage of time) under, or result in the termination of, or accelerate the performance required by, or result in a right to terminate, accelerate, modify or cancel under, or require a notice under, or result in the creation of any encumbrance upon any of its respective assets under, any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, security interest or the arrangement to which GG or the Responsible Party is a party or by which GG or the Responsible Party is bound or to which any of its respective assets are subject, (c) violate any applicable regulation or court order or (d) impose any encumbrance on any assets. No notices to, declaration, filing or registration with, approvals or consents of, or assignments by, any Person (including any federal, state or local governmental or administrative authorities) are necessary to be made or obtained by GG or the Responsible Party in connection with the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby or thereby.

SECTION 2.23 Full Disclosure. None of the representations and warranties made by GG or the Responsible Party herein, or in any exhibit, certificate or memorandum furnished or to be furnished by GG, on its behalf pursuant hereto, contains or will contain any untrue statement of material fact, or omits any material fact, the omission of which would be misleading. The information with respect to GG which is to be included in any information statement or proxy statement to be sent to the shareholders of GG will not contain any untrue statement of material fact, or omit to state any material fact necessary to make the statement or fact contained herein not misleading.

SECTION 2.24 Transactions with Affiliates. No director or officer of GG or the Responsible Party or any member of his or her immediate family, is a party to any contract or other business arrangement or relationship of any kind with GG or the Responsible Party, or has an ownership interest in any business, corporate or otherwise, which is a party to, or in any property which is the subject of, business arrangements or relationships of any kind with GG or the Responsible Party.

SECTION 2.25 Environmental Matters.

(a) GG is in compliance with all Environmental Laws (as defined below);

(b) GG has no knowledge of an existing or potential Environmental Claim (as defined below), nor has GG or the Responsible Party received any notification or knowledge of alleged, actual or potential responsibility for, or any inquiry or investigation regarding, any disposal, release, or threatened release at any location of any Hazardous Substance (as defined below) stored, generated or transported by GG;

(c) (A) no underground tank or other underground storage receptacle for Hazardous Substance has leaked from any underground tank or related piping at any time; and (B) there have been no releases of Hazardous Substances by GG on, upon or into any properties of GG or any of its predecessors;

(d) There has never been any PCBs or asbestos located at or on any owned or leased property by GG or any of its predecessors;

(e) No environmental lien has ever been attached to any real property owned or leased by GG or any of its predecessors;

(f) Definitions.

(i) For purposes of this Agreement, “Environmental Laws” shall mean all federal, state, district, local and foreign laws, all rules or regulations promulgated thereunder, and all orders, consent orders, judgments, notices, permits, or demand letters issued, promulgated, or entered pursuant thereto, relating to pollution or protection of the environment (including without limitation ambient air, surface water, ground water, land surface, or subsurface strata), including without limitation (x) laws relating to emissions, discharges, releases or threatened releases, or threatened releases of pollutants, contaminants, chemicals, materials, wastes or other substances into the environment and (y) laws relating to the identification, generation, manufacture, processing, distribution, use, treatment, storage, disposal, recovery, transport or other handling of pollutants, contaminants, chemicals, industrial materials, wastes or other substances.

(ii) For purposes of this Agreement, “Environmental Claims” shall mean all accusations, allegations, notice of violations, liens, claims, demands, suits or causes of action or any damage, including without limitation, personal injury, property damage (including any depreciation of property values), lost use of property, or consequential damages, arising directly or indirectly out of Environmental Conditions or Environmental Laws.

(iii) For purposes of this Agreement, “Environmental Conditions” shall mean the state of environment, including natural resources (e.g. flora and fauna), soil, surface water, ground water, any present or potential drinking water supply, subsurface strata, or ambient air, relating to or arising out of the use, handling, storage, treatment, recycling, generation, transportation, release, spilling, leaking, pumping, pouring, emptying, discharging, injection, escaping, leaching, disposal, dumping, or threatened release of Hazardous Substances by GG or its predecessors or such predecessors in interest, agents, representatives, employees, or independent contracts.

(iv) For purposes of this Agreement, “Hazardous Substances” shall mean all pollutants, contaminants, chemicals, wastes, and any other carcinogenic, ignitable, corrosive, reactive, toxic, or otherwise hazardous substances or materials (whether solids, liquids or gases), including but not limited to any substances, materials, or wastes subject to regulation, control, or remediation under Environmental Laws.

ARTICLE III

COVENANTS OF GG AND

THE RESPONSIBLE PARTY

SECTION 3.1 Conduct Prior to the Closing. Between the date hereof and the Closing, other than actions or transactions referred to herein:

(a) GG will not enter into any agreement, contract or commitment, whether written or oral, or engage in any transaction, without the prior written consent of GOLF;

(b) GG will not pay, incur or declare any dividends or distributions with respect to their capital stock or amend its Articles of Incorporation or By-Laws, without the prior written consent of GOLF;

(c) GG will not authorize, issue, sell, purchase or redeem any shares of their capital stock or any options or other rights to acquire their capital stock, without the prior written consent of GOLF;

(d) GG will comply with all requirements which federal or state law may impose on them with respect to this Agreement and the transactions contemplated hereby, and will promptly cooperate with and furnish written information to GOLF in connection with any such requirements imposed upon the parties hereto in connection therewith;

(e) GG will not incur any indebtedness for money borrowed, or issue or sell any debt securities, incur or suffer to be incurred any liability or obligation of any nature whatsoever, or cause or permit any lien, encumbrance or security interest to be created or arise on or in any of their properties or assets, acquire or dispose of fixed assets change employment terms, enter into any material or long-term contract, guarantee obligations of any third party, settle or discharge any balance sheet receivable for less than its stated amount or enter into any other transaction other than in the regular course of business, except to comply with the terms of this Agreement, without the prior written consent of GOLF;

(f) GG will not make any investment of capital nature either buy purchased stock or securities, contribution to capital, property transfer or otherwise, or by the purchase of any property or assets of any other Person;

(g) GG will not do any other act which would cause representation or warranty of GG in this Agreement to be or become untrue in any material respect or that is not in the ordinary course of business consistent with past practice;

(h) None of GG or the Responsible Party shall directly or indirectly (a) solicit any inquiry or proposals or enter into or continue any discussions, negotiation or agreements relating to (i) the sale or exchange of GG’s capital stock, (ii) the merger of GG with any Person other than GOLF, or (b) provide any assistance or any information to otherwise cooperate with any Person in connection with any such inquiry, proposal or transaction;

(i) GG shall grant to GOLF and its counsel, accountants and other representatives, full access during normal business hours during the period to the Closing to all of its respective properties, books, contracts, commitments and records and, during such period, furnish promptly to GOLF and such representatives all information relating to GG as GOLF may reasonably request, and shall extend to GOLF the opportunity to meet with GG’s accountants and attorneys to discuss the financial condition of GG; and

(j) Except for the transactions contemplated by this Agreement, GG will conduct their business in the normal course consistent with post practices, and shall not sell, pledge or assign any of their assets without the prior written consent of GOLF.

SECTION 3.2 Affirmative Covenants. Prior to Closing, GG will do the following:

(a) Use its best efforts to accomplish all actions necessary to consummate this Agreement, including satisfaction of all conditions contained in this Agreement;

(b) Promptly notify GOLF in writing of any material adverse change in the financial condition, business, operations or key personnel of GG, any threatened material litigation or investigation, any breach of its representations or warranties contained herein, and any material contract, agreement, license or other agreement which, if in effect on the date of this Agreement, should have been included in this Agreement or in an exhibit annexed hereto and made a part hereof;

(c) Use its best efforts to satisfy all consents of or notices to its shareholders under federal and state securities laws and state corporate law; and

(d) Obtain the written resignations of the existing officers and directors of GG, and nominate a new Board of Directors, whose nominees are listed in Section 1.5(d), which nominations shall be effective 10 days after complying with the requirements of Rule 14f-1 of the Exchange Act, in accordance with Section 1.5(d).

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF GOLF

GOLF hereby represents, warrants and agrees that:

SECTION 4.1 Organization of GOLF. GOLF is a corporation duly organized, validly existing and in good standing under the laws of the State of Florida, is duly qualified or will become duly qualified and in good standing in every jurisdiction in which such qualification is necessary. Schedule 4.1 contains a complete and accurate list for GOLF of its jurisdiction of incorporation and other jurisdictions in which it is qualified to do business. There are no corporations or other entities with respect to which (i) GOLF owns any of the outstanding stock or other interests, or (ii) GOLF may be deemed to be in control.

SECTION 4.2 Capitalization of GOLF.

(a) The authorized capital stock of GOLF consists of Twenty Million (20,000,000) shares of common stock, par value $0.001 per share, of which 6,440,000 shares are issued and outstanding as of the date hereof. Such shares of common stock has been duly authorized and validly issued and are fully paid and non-assessable, and has been issued in compliance with any and all applicable federal and state laws or pursuant to appropriate exemptions therefrom. There are no outstanding options, warrants, rights, calls, commitments or agreements of any character obligating GOLF to issue any shares of its capital stock or other securities or any security representing the right to purchase or otherwise receive any such stock or other securities.

(b) Other than the transactions contemplated by this Agreement, the SVCH Transaction (as hereinafter defined), the Datrek Transaction (as hereinafter defined) and the Miller Transaction (as hereinafter defined):

(i) there is no outstanding vote, plan, pending proposal or right of any Person to cause any redemption of shares of capital stock of GOLF or the merger or consolidation of GOLF with or into any other entity;

(ii) there are no agreements, voting trusts, proxies or other agreements or understanding of any character, whether written or oral, with respect to or concerning the purchase, sale, transfer or voting of the capital stock of GOLF; or

(iii) GOLF does not have any legal obligations, absolute or contingent, to any other Person or entity to sell the assets or to sell any capital stock or any other security of GOLF or to effect any merger, consolidation or other reorganization of GOLF or to enter into any agreement with respect thereto.

SECTION 4.3 Charter Documents. Complete and correct copies of the Articles of Incorporation and By-Laws of GOLF have been delivered to GG.

SECTION 4.4 Required Authorizations. There have been or will be timely filed, given, obtained or taken, all applications, notices, consents, approvals, orders, registrations, qualifications waivers or other actions of any kind required by virtue of execution and delivery of this Agreement by GOLF or the consummation by it of the transactions contemplated hereby and appropriate corporate filings shall have been made in the State of Florida, as required.

SECTION 4.5 Compliance with Law and Government Regulations. GOLF is, to the best of its knowledge, in compliance with all applicable statutes, regulations, decrees, orders, restrictions, guidelines and standard affecting its properties and operations, imposed by the United States of America or any state to which GOLF is subject, the failure to comply with which would, either individually or in the aggregate, have a material adverse effect on the business, finances or prospects of GOLF.

SECTION 4.6 Litigation. There is no litigation, arbitration, Proceeding or investigation pending or threatened to which GOLF is a party or which may result in any material change in the business of condition, financial or otherwise, of GOLF or in any of its properties or assets, or which might result in any liability on the part of GOLF, or which questions the validity of this Agreement or of any action taken or to be taken pursuant to or in connection with the provisions of this Agreement, and to the best knowledge of GOLF, there is no basis for any such litigation, arbitration, Proceeding or investigation.

SECTION 4.7 Governmental Consent. No consent, approval, authorization or order of, or registration, qualification, designation, declaration or filing with, any governmental authority on the part of GOLF is required in connection with the execution and delivery of this Agreement or the carrying out of any transactions contemplated other than filing the Agreement together with Articles of Merger with the State of Florida.

SECTION 4.8 Authority. GOLF has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation by GOLF of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of GOLF. No other corporate proceedings on the part of GOLF are necessary to authorize this Agreement, the Merger or to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by GOLF and constitutes the legal, valid and binding obligation of GOLF, enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, moratorium, insolvency, reorganization, or other similar laws now or hereafter in effect relating to or affecting creditors’ rights generally and except for general principles of equity.

SECTION 4.9 No Disqualifying Orders. Neither GOLF nor any of its affiliates, directors or officers is subject to any disqualifying order under the “Bad Boy” provisions of the federal or any state’s securities law which are defined in Section 2.15.

SECTION 4.10 No Conflict or Violation; Consent. None of the execution, delivery or performance of this Agreement, the consummation of the transactions contemplated hereby or thereby, nor compliance by GOLF with any of the provisions hereof or thereof, will (a) violate or conflict with any provision of the governing documents of GOLF, any of its subsidiaries, (b) violate, conflict with, or result in a breach of or constitute a default (with or without notice of passage of time) under, or result in the termination of, or accelerate the performance required by, or result in a right to terminate, accelerate, modify or cancel under, or require a notice under, or result in the creation of any encumbrance upon any of its respective assets under, any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, security interest or the arrangement to which GOLF is a party or by which GOLF is bound or to which any of its respective assets are subject, (c) violate any applicable regulation or court order or (d) impose any encumbrance on any assets. No notices to, declaration, filing or registration with, approvals or consents of, or assignments by, any Person (including any federal, state or local governmental or administrative authorities) are necessary to be made or obtained by GOLF in connection with the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby.

SECTION 4.11 Full Disclosure. None of the representations and warranties made by GOLF herein, or in any exhibit, certificate or memorandum furnished or to be furnished by, on its behalf pursuant hereto, contains or will contain any untrue statement of material fact, or omits any material fact, the omission of which would be misleading.

ARTICLE V

COVENANTS OF GOLF

SECTION 5.1 Affirmative Covenants. Prior to Closing, GOLF will do the following:

(a) Use its best efforts to accomplish all actions necessary to consummate this Agreement, including satisfaction of all conditions contained in this Agreement; and

(b) Promptly notify GG in writing of any material adverse change in the financial condition, business, operations or key personnel of GOLF, any threatened material litigation or investigation, any breach of its representations or warranties contained herein, and any material contract, agreement, license or other agreement which, if in effect on the date of this Agreement, should have been included in this Agreement.

SECTION 5.2 Payment of Liabilities. As of the Closing, GOLF shall have $150,000 of available cash to pay the liabilities of GG referred to Section 2.7, above. Such liabilities shall be paid to the obligees of GG on the Closing Date and in such amounts as set forth in Schedule 5.2 attached hereto.

ARTICLE VI

ADDITIONAL AGREEMENTS

SECTION 6.1 Expenses. All costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by GG whether the Merger is consummated or not; provided, however, that GOLF shall be solely responsible for the amounts set forth in Schedule 2.7 attached hereto.

SECTION 6.2 Brokers and Finders. Except as set forth in Schedule 6.2, each of the parties hereto represents, as to itself, that no agent, broker, investment banker or firm or Person is or will be entitled to any broker’s or finder’s fee or any other commission or similar fee in connection with any of the transactions contemplated by this Agreement.

SECTION 6.3 Necessary Actions. Subject to the terms and conditions herein provided, each of the parties hereto agree to use all reasonable efforts to take, or cause to be taken, all action, and to do or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement. In the event at any time after the Closing, any further action is necessary or desirable to carry out the purpose of this Agreement, the proper officers and/or directors of GG or GOLF, as the case may be, shall take all such necessary action.

SECTION 6.4 Indemnification.

(a) General.

(i) Subsequent to the Closing, GG and the Responsible Party shall, jointly and severally, indemnify GOLF and SVCH (“GOLF Indemnified Parties”) against, and hold each of the GOLF Indemnified Parties harmless from any damage, claim, loss, cost, liability or expense of GG or the GOLF Indemnified Parties, including without limitation, interest, penalties, reasonable attorneys’ fees and expenses of investigation, diminution of value of GG, response action, removal action or remedial action (collectively “Damages”) incurred by GG or any such GOLF Indemnified Party, that are incident to, arise out of, in connection with, or related to, whether directly or indirectly, the breach of any warranty, representation, covenant or agreement of GG or the Responsible Party contained in this Agreement or any schedule hereto or in any certificate or instrument of conveyance delivered by or on behalf of GG or the Responsible Party pursuant to this Agreement or in connection with the transaction contemplated hereby including, without limitation, any Damages incurred by any GOLF Indemnified Party arising from any action instituted by any obligee of GG or any of its Subsidiaries (other than those amounts to be paid by GOLF pursuant to Section 5.2 hereof).

(ii) Subsequent to the Closing, GOLF shall indemnify GG and its officers and directors, in their capacity as such (“GG Indemnified Parties”), against, and hold each of the GG Indemnified Parties harmless from, any Damages incurred by such GG Indemnified Party, that are incident to, arise out of, in connection with, or related to, whether directly or indirectly, the breach of any warranty, representation, covenant or agreement of GOLF contained in this Agreement, any schedule or in any certificate or instrument of conveyance delivered by or on behalf of GOLF pursuant to this Agreement or in connection with the transactions contemplated hereby.

The term “Damages” as used in this Section 6.4 is not limited to matters asserted by third parties against GOLF Indemnified Parties or GG Indemnified Parties, but includes Damages incurred or sustained by such Persons in the absence of third party claims.

(b) Procedure for Claims.

(i) If a claim for Damages (a “Claim”) is to be made by a Person entitled to indemnification hereunder, the Person claiming such indemnification (the “Indemnified Party”), subject to clause (ii) below, shall give written notice (a “Claim Notice”) to the indemnifying Person (the “Indemnifying Party”) as soon as practicable after the Indemnified Party becomes aware of any fact, condition or event which may give rise to Damages for which indemnification may be sought under this Section 6.4. The failure of any Indemnified Party to give timely notice hereunder shall not affect rights to indemnification hereunder, except and only to the extent that, the Indemnifying Party demonstrates actual material damage caused by such failure. In the case of a Claim involving the assertion of a claim by a third party (whether pursuant to a lawsuit or other legal action or otherwise, a “Third-Party Claim”), if the Indemnifying Party shall acknowledge in writing to the Indemnified Party under the terms of its

indemnity hereunder in connection with such Third-Party Claim, then (A) the Indemnifying party shall be entitled and, if it so elects, shall be obligated at its own cost, risk and expense, (1) to take control of the defense and investigation such Third-Party Claim and (2) to pursue the defense thereof in good faith by appropriate actions or proceedings promptly taken or instituted and diligently pursued, including, without limitation, to employ and engage attorneys of its own choice reasonably acceptable to the Indemnified Party to handle and defend the same, and (B) the Indemnifying Party shall be entitled (but not obligated), if it so elects, to compromise or settle such claim, which compromise or settlement shall be made only with the written consent of the Indemnified Party, such consent not to be unreasonably withheld. In the event the Indemnifying Party elects to assume control of the defense and investigation of such lawsuit or other legal action in accordance with this Section 6.4, the Indemnified Party may, at its own cost and expense, participate in the investigation, trial and defense of such Third-Party Claim; provided that, if the named Persons to a lawsuit or other legal action include both the Indemnifying Party and the Indemnified Party and the Indemnified Party has been advised in writing by counsel that there may be one or more legal defenses available such Indemnified Party that are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall be entitled, at the Indemnifying Party’s cost, risk and expense, to separate counsel of its own choosing. If the Indemnifying Party fails to assume the defense of such Third-Party Claim in accordance with this Section 6.4 within 10 calendar days after receipt of the Claim Notice, the Indemnified Party against which such Third-Party Claim has been asserted shall upon delivering notice to such effect to the Indemnifying Party have the right to undertake, at the Indemnifying Party’s cost, risk and expense, the defense, compromise and settlement of such Third- Party Claim on behalf of and for the account of the Indemnifying Party; provided that such Third-Party Claim shall not be compromised or settled without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. In the event the Indemnifying Party assumes the defense of the claim, the Indemnifying Party shall keep the Indemnified Party reasonably informed of the progress of any such defense, compromise or settlement, and in the event the Indemnified Party assumes the defense of the claim, the Indemnified Party shall keep the Indemnifying Party reasonably informed of the progress of any such defense, compromise or settlement. The Indemnifying Party shall be liable for any settlement of any Third-Party Claim effected pursuant to and in accordance with this Section 6.4 and for any final judgment (subject to any right of appeal), and the Indemnifying party agrees to indemnify and hold harmless each Indemnified Party from and against any and all Damages by reason of such settlement or judgment.

(ii) Notwithstanding clause (i) above, in the event that the Indemnified Party is an GG Indemnified Party, any Claim Notice election or other notification or correspondence required pursuant to such clause (i) shall be valid if it is delivered to John D. Harris (the “Stockholder Representative”). The Responsible Party hereby irrevocably appoints the Stockholder Representative as its agent and attorney-in-fact with respect to the matters set forth in this Section 6.4, and hereby irrevocably grants to the Stockholder Representative the authority to administer Claims on behalf of such Stockholder, to exercise such other rights and powers as are set forth in this Agreement and to enter into, and to bind such Stockholder with respect to, the settlement of any such Claim. Each GOLF Indemnified Party shall be entitled to rely on the agreements and representations of, and notices and other correspondence from, the Stockholder Representative as such agent and attorney-in-fact in connection with any Claim by or against any Stockholder pursuant to this Section 6.4.

(c) No Right of Contribution. After the Closing, the Responsible Party shall not have any right of contribution against the Surviving Corporation for any breach of any representation, warranty, covenant or agreement of GG. GOLF and GG shall be entitled to specific performance and injunctive relief, without posting bond or other security, for the purpose of asserting their respective rights under this Section 6.4. The remedies described in this Section 6.4 shall be in addition to, and not in lieu of, and any other remedies at law or in equity that the parties may elect to pursue.

SECTION 6.5 Consent of Certified Public Accountant. At all times after the Closing, GG and the Responsible Party shall cause the certified public accountant responsible for the preparation of the GG Financial Statements to promptly provide any consents required by the Surviving Corporation in connection with its periodic report filing obligations with the SEC.

SECTION 6.6 Sale of Subsidiaries of GG. Immediately following the Closing, the Responsible Party shall acquire all of the issued and outstanding capital stock of the Subsidiaries. In connection with such acquisitions, the Responsible Party shall, as of the Closing, have delivered to GG the executed releases from the obligees of any and all liabilities of GG or its Subsidiaries referred to in Section 2.7 hereof.

SECTION 6.7 Issuance of Warrants. At the time of the Closing, the Surviving Corporation shall issue five-year warrants exercisable at par value to purchase 3,500,000 shares of GG Common Stock each to Osvaldo Pi, Daniel Bogar, William Fusselman and Ronald M. Stein.

ARTICLE VII

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE PARTIES

The obligations of the parties under this Agreement are subject to the fulfillment and satisfaction of each of the following conditions:

SECTION 7.1 Legal Action. No preliminary or permanent injunction or other order by any federal or state court which prevents the consummation of this Agreement or any of the transactions contemplated by this Agreement shall have been issued and remain in effect.

SECTION 7.2 Absence of Termination. The obligations to consummate the transactions contemplated hereby shall not have been terminated pursuant to Article X hereof.

SECTION 7.3 Required Approvals. GG and GOLF shall have received all such approvals, consents, authorizations or modifications as may be required to permit the performance by GG and GOLF of the respective obligations under this Agreement, and the consummation of the transactions herein contemplated, whether from governmental authorities or other Persons, and GG and GOLF shall each have received any and all permits and approvals from any regulatory authority having jurisdiction required for the lawful consummation of this Agreement.

SECTION 7.4 “Blue Sky” Compliance. There shall have been obtained any and all permits, approvals and consents of the appropriate state securities commissions of any

jurisdictions, and of any other governmental body or agency, which counsel for GG or GOLF may reasonably deem necessary or appropriate so that consummation of the transactions contemplated by this Agreement may be in compliance with all applicable laws.

ARTICLE VIII

CONDITIONS PRECEDENT TO OBLIGATIONS OF

GG AND THE RESPONSIBLE PARTY

All obligations of GG and the Responsible Party under this Agreement are subject to the fulfillment and satisfaction by GOLF prior to or at the time of Closing, of each of the following conditions, any one or more of which may be waived by GG.

SECTION 8.1 Representations and Warranties True at Closing. All representations and warranties of GOLF contained in this Agreement will be true and correct at and as of the time of the Closing, and GOLF shall have delivered to GG a Officer’s Certificate, dated the Closing Date, to such effect and in the form and substance satisfactory to GG.

SECTION 8.2 Performance. The obligations of GOLF to be performed on or before the Closing pursuant to the terms of this Agreement shall be duly performed at such time, and GOLF shall have delivered to GG an Officer’s Certificate, dated the Closing Date, to such effect and in form and substance satisfactory to GG.

SECTION 8.3 Authority. All action required to be taken by, or on the part of GOLF to authorize the execution, delivery and performance of this Agreement by GOLF and the consummation of the transactions contemplated hereby, shall have been duly and validly taken.

SECTION 8.4 Absence of Certain Changes or Events. There shall not have occurred, since the date hereof, any adverse change in the business, condition (financial or otherwise), assets or liabilities of GOLF or any event or condition of any character adversely affecting GOLF, and GOLF shall have delivered to GG, a Officer’s Certificate, dated the Closing Date, to such effect and in form and substance satisfactory to GG.

SECTION 8.5 Closing Documents. GOLF shall have delivered to GG the documents and other items described in Section 10.2 and such other documents and items as GG shall reasonably request.

ARTICLE IX

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF GOLF

All obligations of GOLF under this Agreement are subject to the fulfillment and satisfaction by GG and the Responsible Party prior to or at the time of Closing, of each of the following conditions, any one or more of which may be waived by GOLF.

SECTION 9.1 Representations and Warranties True at Closing. All representations and warranties of GG and the Responsible Party contained in this Agreement will be true and correct at and as of the time of the Closing, and GG and the Responsible Party shall have delivered to GOLF an Officer’s Certificate (with respect to GG) and a Responsible Party’s Certificate (with respect to the Responsible Party), each dated the Closing Date, to such effect and in the form and substance satisfactory to GOLF.

SECTION 9.2 Performance. The obligations of GG and the Responsible Party to be performed on or before the Closing pursuant to the terms of this Agreement shall have been duly performed at such time, and GG and the Responsible Party shall have delivered to GOLF an Officer’s Certificate (with respect to GG) and a Responsible Party’s Certificate (with respect to the Responsible Party), each dated as of the Closing Date, to such effect and in form and substance satisfactory to GOLF.

SECTION 9.3 Authority. All action required to be taken by, or on the part of GG to authorize the execution, delivery and performance of this Agreement by GG and the consummation of the transactions contemplated hereby, shall have been duly and validly taken.

SECTION 9.4 Absence of Certain Changes or Events. There shall not have occurred, since the date hereof, any adverse change in the business, condition (financial or otherwise), assets or liabilities of GG or any event or condition of any character adversely affecting GG, and each of GG shall have delivered to GOLF, Officer’s Certificates, dated the Closing Date, to such effect and in form and substance satisfactory to GOLF.

SECTION 9.5 Resignations. The current directors and officers of GG shall have submitted their resignations as directors and officers of GG effective as of the Closing of this Agreement.

SECTION 9.6 No Claims. No stockholder of GG or its predecessor shall have notified GG or its predecessor of their intent to seek or demand for dissenter’s appraisal rights in respect of any transaction nor shall any such stockholder have instituted any action therefor.

SECTION 9.6 Opinion of Counsel. GG shall deliver to GOLF and SVCH an opinion of The Law Office of James G. Dodrill II, P.A., in form and content acceptable to GOLF.

SECTION 9.7 Closing Documents. GG and the Responsible Party, as the case may be, shall have delivered to GOLF the documents and other items described in Section 10.1 and such other documents and items as GOLF may reasonably require.

SECTION 9.8 Exemption Under Federal and State Securities Laws. The issuance of shares of GG in the Merger shall not violate any federal or state securities laws.

SECTION 9.9 Completion of GOLF Diligence. GOLF shall have completed its business and legal due diligence to its satisfaction, in its sole judgment.

SECTION 9.10 Required Approval. GG shall have taken all actions related to the due authorization of the Merger as may be required under the federal and state law, including the FBCA and federal securities laws.

SECTION 9.11 Board of Directors Approvals. The Merger shall have been approved by appropriate action of the Board of Directors of GG.

SECTION 9.12 Closing of SVCH Transaction. The SVCH Transaction (as hereinafter defined) shall have closed.

ARTICLE X

CLOSING

On the Closing Date:

SECTION 10.1 Deliveries by GG. GG shall deliver (or cause to be delivered) to GOLF:

(a) any consents required to be obtained by GG and the Responsible Party;

(b) GG shall deliver an Officer’s Certificate as described in Sections 9.1, 9.2 and 9.4 hereof, dated the Closing Date, that all representations, warranties, covenants and conditions set forth herein by GG are true and correct as of, or have been fully performed and complied with by the Closing Date and that there have been no adverse changes in each respective entity’s business;

(d) an opinion of The Law Office of James G. Dodrill II, P.A., legal counsel to GG dated as of the Closing Date, in a form reasonably satisfactory to GOLF, addressed to GOLF and SVCH;

(e) certificates for the Merger Shares to be issued to the GOLF stockholders in accordance with Section 1.2;

(f) evidence that this Agreement and the transactions contemplated hereby have been approved by the board of GG;

(g) certificates of good standing from the State of Florida and any other state in which GG is required to be qualified to do business;

(h) a Secretary’s Certificate of GG, in form and substance satisfactory to GOLF, attaching thereto the current Articles of Incorporation of GG, By-Laws of GG and meeting minutes from all Board and shareholder meetings since inception, and verifying that no other director or stockholder minutes exist and no other director or stockholder meetings took place;

(i) evidence, satisfactory to GOLF in its sole and absolute discretion, that all liabilities and obligations of GG have been fully paid and satisfied or copies of executed releases therefrom; and

(k) such other documents and certificates duly executed as may reasonably be requested by GOLF prior to the Closing Date.

SECTION 10.2 Deliveries by GOLF. GOLF shall deliver to GG:

(a) any consents required to be obtained by GOLF;

(b) an Officer’s Certificate as described in Section 8.1, 8.2 and 8.4 hereof, dated the Closing Date, that all representations, warranties, covenants and conditions set forth herein by GOLF are true and correct as of, or have been, fully performed and complied with by the Closing Date;

(d) such other documents and certificates duly executed as may reasonably be requested by GG prior to the Closing Date.

SECTION 10.3 Termination. Notwithstanding anything herein or elsewhere to the contrary, this Agreement may be terminated:

(a) By mutual agreement of the parties hereto at any time prior to the Closing;

(b) By the Board of Directors of GG at any time prior to the Closing, if:

(i) a condition to performance by GG under this Agreement or a covenant of GOLF contained herein shall not be fulfilled on or before the date of the Closing or at such other time and date specified in this Agreement for the fulfillment for such covenant or condition; or

(ii) a material default or breach of this Agreement shall be made by GOLF;

(i) a condition to GOLF’s performance under this Agreement or a covenant of GG or the Responsible Party contained herein shall not be fulfilled on or before the date of the Closing or at such other time and date specified in this Agreement for the fulfillment for such covenant or condition; or

(ii) a material default or breach of this Agreement shall be made by GG or a Responsible Party;

(d) By GOLF if it notifies GG that it is not satisfied with its due diligence review; or

(e) By either party if the Merger shall not have been consummated by November 1, 2004.

SECTION 10.4 Effect of Termination. If this Agreement is terminated, the terms and conditions hereof, except as to Section 11.1 and Section 11.2, shall no longer be of any force or effect and there shall be no liability on the part of any party or its respective directors, officers or stockholders; provided however, that in the case of a termination pursuant to Section 10.3(b)(ii) or 10.3(c)(ii) hereof because of a prior material default under or a material breach of this Agreement by another party, the damages which the aggrieved party or parties may recover from the defaulting party or parties shall in no event exceed the amount of out-of-pocket costs and expenses incurred by such aggravated party or parties in connection with this Agreement, and no party to this Agreement shall be entitled to any injunctive relief.

ARTICLE XI

MISCELLANEOUS

SECTION 11.1 Cost and Expenses. In the event of any termination of this Agreement pursuant to Section 10.3, GG and GOLF will each bear their own respective expenses.

SECTION 11.2 Extension of Time; Waivers. At any time prior to the Closing:

(a) GG may in its sole discretion (i) extend the time for the performance of any of the obligations or other acts of GOLF, (ii) waive any inaccuracies in the representations and warranties of GOLF contained herein or in any documents delivered pursuant hereto by GOLF, and (iii) waive compliance with any of the agreements or conditions contained herein to be performed by GOLF. Any agreement on the part of GG to any such extension or waiver shall be valid only if set forth in an instrument, in writing, signed on behalf of GG and shall only be effective in the specific instance. No waiver or any condition or provision shall be deemed to be a subsequent waiver of such condition or provision or a waiver of any condition or provision other than the one specifically waived.

(b) GOLF may in its sole discretion (i) extend the time for the performance of any of the obligations or other acts of GG or the Responsible Party, (ii) waive any inaccuracies in the representations and warranties of GG or the Responsible Party contained herein or in any documents delivered pursuant hereto by same and (iii) waive compliance with any of the agreements or conditions contained herein to be performed by GG or the Responsible Party. Any agreement on the part of GOLF to any such extension or waiver shall be valid only if set forth in an instrument, in writing, signed on behalf of GOLF and shall only be effective in the specific instance. No waiver or any condition or provision shall be deemed to be a subsequent waiver of such condition or provision or a waiver of any condition or provision other than the one specifically waived.

SECTION 11.3 Notices. Any notice to any party hereto pursuant to this Agreement shall be in writing and given by Certified or Registered Mail, Fedex or by facsimile, addressed as follows:

GOLF ACQUISITION, INC.

11 Commerce Road

Rockland, Massachusetts 02370

Attention: Michael Hedge, President

Telephone: 402-926-5833

Facsimile: 781-871-5180

With a Copy To:

ADORNO & YOSS, P.A.

2601 S. Bayshore Drive, Suite 1600

Miami, Florida 33133

Attention: Seth P. Joseph, Esq.

Telephone: 305-860-7363

Facsimile: 305-858-4777

GREENHOLD GROUP, INC.

2960 Corey Road

Malabar, Florida 32950

Attn: John D. Harris, Chief Executive Officer

Telephone: 321-727-3020

Facsimile: 321-953-6176

With a Copy To:

THE LAW OFFICE OF JAMES G. DODRILL II, P.A.

5800 Hamilton Way

Boca Raton, FL 33496

Telephone.: 561-862-0529

Facsimile: 561-862-0927

Additional notices are to be given as to each party, at such other address as should be designated in writing complying as to delivery with the terms of this Section 11.3. All such notices shall be effective when sent, addressed as aforesaid.

SECTION 11.4 Parties in Interest. This Agreement shall inure to the benefit of and be binding upon the parties hereto and the respective successors and assigns. Nothing in this Agreement is intended to confer, expressly or by implication, upon any other Person any rights or remedies under or by reason of this Agreement.

SECTION 11.5 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and together shall constitute one document. The delivery by facsimile of an executed counterpart of this Agreement shall be deemed to be an original and shall have the full force and effect of an original executed copy.

SECTION 11.6 Severability. The parties hereto agree and affirm that none of the provisions herein is dependent upon the validity of any other provision, and if any part of this Agreement is deemed to be unenforceable, the remainder of the Agreement shall remain in full force and effect.

SECTION 11.7 Headings. The “Article” and “Section” headings are provided herein for convenience of reference only and do not constitute a part of this Agreement.

SECTION 11.8 Survival of Representations and Warranties. All terms, conditions, representations and warranties set forth in this Agreement or in any instrument, certificate, opinion, or other writing providing for in it, shall survive the Closing and the delivery of the Merger Shares issued hereunder at the Closing, for a period of two years from the Closing regardless of any investigation made by or on behalf of any of the parties hereto.

SECTION 11.9 Assignability. This Agreement shall not be assigned by any of the parties hereto without the prior written consent of the other parties.

SECTION 11.10 Amendment. This Agreement may be amended with the approval of the Boards of Directors of GG and of GOLF at any time prior to the Effective Time, but no amendment shall be made which substantially and adversely changes the terms hereof after SVCH has approved this Agreement. This Agreement may not be amended except by an instrument, in writing, signed on behalf of each of the parties hereto.

SECTION 11.11 Choice of Law. This Agreement shall be construed, interpreted and the rights of the parties determined in accordance with the laws of the State of Florida except with respect to matters of law concerning the internal corporate affairs of any corporate entity which is a party to or the subject of this Agreement, and as to those matters the law of the jurisdiction under which the respective entity derives its powers shall govern.

SECTION 11.12 Submission to Jurisdiction. Each party hereto (a) submits to the jurisdiction of any state or federal court sitting in the State of Florida, County of Miami-Dade, in any action or Proceeding arising out of or relating to this Agreement, (b) agrees that all claims in respect of such action or Proceeding may be heard and determined in any such court, (c) waives any claim of inconvenient forum or other challenge to venue in such court, and (d) agrees not to bring any action or Proceeding arising out of or relating to this Agreement in any other court. Each party agrees to accept service of any summons, complaint or other initial pleading made in the manner provided for the giving of notices in Section 11.3, provided that nothing in this Section 11.12 shall affect the right of any party to serve such summons, complaint or other initial pleading in any other manner permitted by law.

SECTION 11.13 Publicity. Except as required by law or on advice of counsel, neither party shall issue any press release or make any public statement regarding the transactions contemplated hereby without the prior approval of the other parties, and the parties hereto shall issue a mutually acceptable press release as soon as practicable after the date hereof and after the Closing Date.

SECTION 11.14 Definitions.

“Datrek Transaction” means that certain asset purchase transaction pursuant to which GOLF and Datrek Acquisition, Inc., a Florida corporation and wholly-owned subsidiary of GOLF (“Datrek Acquisition”), shall purchase substantially all of the assets of Datrek Professional Bags, Inc. upon the terms and conditions set forth in that certain Asset Purchase Agreement, dated as of October 1, 2004, by and among GOLF, Datrek Acquisition, Inc., Datrek Professional Bags, Inc., and Dennis and Deborah Ryan.

“Law” means any federal, state, local, municipal, foreign, international, multinational or other administrative law, constitution, statute, law, ordinance, regulation, rule, code, injunction, judgment, order, decree, principle of common law, treaty or other requirement, restriction or rule of law.

“Miller Transaction” means that certain asset purchase transaction pursuant to which GOLF and Miller Acquisition, Inc., a Florida corporation and wholly-owned subsidiary of GOLF, shall purchase substantially all of the assets of Miller Golf Company, LLC upon the terms and conditions set forth in that certain Asset Purchase Agreement, dated as of October 1, 2004, by and among GOLF, Miller Acquisition, Inc., Miller Golf Company, LLC and the principal members of Miller Golf Company, LLC.

“Permits” means all licenses, permits, franchises, approvals, authorizations, consents or order of, or filing with, any governmental authority, whether foreign, federal, state or local, necessary or desirable for the past, present or anticipated conduct or operation of the business or ownership of the assets of such Person.

“Person” means any person or entity, whether an individual, trustee, corporation, limited liability company, general partnership, limited partnership, trust, unincorporated organization, business association, firm, joint venture, governmental agency or authority or any similar entity.

“Proceeding” means any action, arbitration, audit, hearing, investigation, litigation or suit (whether civil, criminal, administrative, investigative or informal) commenced, brought, conducted or heard by or before, or otherwise involving, any governmental body or arbitrator.

“Subsidiary” means any entity in which GG has a direct or indirect beneficial ownership of voting securities or other voting interests representing at least 40% of the outstanding voting power of a Person or equity securities or other equity interests representing at least 40% of the outstanding equity securities or equity interests in a Person.

“SVCH Transaction” means that certain private equity financing pursuant to which Stanford Venture Capital Holdings, Inc. (“SVCH”) shall purchase 4,500,000 shares of the common stock of Datrek Acquisition upon terms and conditions as set forth in that certain Securities Purchase Agreement, dated as of October 1, 2004, by and between GOLF and SVCH.

[Signatures Begin on Following Page]

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement in a manner legally binding upon them as of the date first above written.


GOLF ACQUISITION, INC.

By:		/s/ Michael Hedge
		Michael Hedge, President

GREENHOLD GROUP, INC.

By:		/s/ John D. Harris
		John D. Harris
		Chief Executive Officer

RESPONSIBLE PARTY

.		/s/ John D. Harris
Name:		John D. Harris

EX-10.2 3 dex102.htm SECURITIES PURCHASE AGREEMENT Securities Purchase Agreement

EXHIBIT 10.2

DATREK ACQUISITION, INC.

A Florida Corporation

SECURITIES PURCHASE AGREEMENT

THIS SECURITIES PURCHASE AGREEMENT, dated as of October 15^th, 2004 (the “Agreement”), is entered into by and among Datrek Acquisition, Inc., a Florida corporation (the “Company”), and Stanford Venture Capital Holdings, Inc., a Delaware corporation (the “Purchaser”).

W I T N E S S E T H:

WHEREAS, the Company and the Purchaser are executing and delivering this Agreement in reliance upon the exemptions from registration provided by Regulation D (“Regulation D”) promulgated by the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), and/or Section 4(2) of the Securities Act; and

WHEREAS, upon the terms and conditions of this Agreement, the Purchaser has agreed, to purchase, and the Company wishes to issue and sell, for an aggregate purchase price of $4,500,000, 4,500,000 shares of the Company’s Common Stock, $.001 par value per share (the “Common Stock”).

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

1. AGREEMENT TO PURCHASE; PURCHASE PRICE

(a) Purchase of Common Stock. Subject to the terms and conditions in this Agreement, the Purchaser hereby agrees to purchase from the Company, and the Company hereby agrees to issue and sell to the Purchaser 4,500,000 shares of the Company’s Common Stock.

(b) Closings. The Common Stock to be purchased by the Purchaser hereunder, in the number set forth opposite each of the Closing Dates (as defined below) in the Table of Closing Dates shown below and in definitive form, and in such denominations and such names (provided any name other than the Purchaser shall be an affiliate of Purchaser or an employee of an affiliate of Purchaser) as the Purchaser or its representative, if any, may request the Company upon at least three business days’ prior notice of any closing, shall be delivered by or on behalf of the Company for the account of the Purchaser, against payment by the Purchaser of the aggregate purchase price by wire transfer to an account of the Company, by 5:00 PM, Eastern Standard Time on each of the Closing Dates as set forth below in the Table of Closing Dates, the first of such Closing Dates being referred to herein as the “First Closing Date” and any such closing date being referred to herein as a “Closing Date.”


Closing Date	Purchase Price		# Shares of Common Stock Issued
October 15, 2004 (the *“First Closing Date”*)	$	1,240,000	1,240,000
October 15, 2004 (the *“Second Closing Date”*)	$	340,000	340,000
October 21, 2004 (the *“Third Closing Date”*)	$	560,000	560,000
November 4, 2004 (the *“Fourth Closing Date”*)	$	340,000	340,000
November 18, 2004 (the *“Fifth Closing Date”*)	$	560,000	560,000
December 2, 2004 (the *“Sixth Closing Date”*)	$	340,000	340,000
December 16, 2004 (the *“Seventh Closing Date”*)	$	560,000	560,000
January 13, 2005 (the *“Final Closing Date”*)	$	560,000	560,000

(i) Merger of the Company. On or following the First Closing Date, it is anticipated that a wholly owned subsidiary of Golf Acquisition, Inc. (“GAI”) will merge with and into the Company pursuant to the terms of an Agreement and Plan of Merger by and among the Company, GAI and such wholly owned subsidiary of GAI (the “GAI Merger Agreement”). The GAI Merger Agreement provides for one (1) share of common stock of GAI to be issued for each share of the Company. It is further anticipated that GAI will subsequently merge with and into Greenhold Group, Inc., a Florida corporation (“Greenhold”) pursuant to the terms of an Agreement and Plan of Merger by and between GAI and Greenhold (the “Greenhold Merger Agreement”), with Greenhold being the surviving corporation. The exchange ratio under the Greenhold Merger Agreement will provide for 35 shares of common stock of Greenhold to be issued for each share of GAI. Accordingly, upon completion of both such mergers, transactions on closing dates following the First Closing Date shall be for the purchase of shares of common stock of Greenhold on a ratio of 35 shares of Greenhold for each $1 invested hereunder and each of the references herein to “Common Stock” shall be the common stock of Greenhold.

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER; ACCESS TO INFORMATION; INDEPENDENT INVESTIGATION

The Purchaser represents and warrants to, and covenants and agrees with, the Company as follows:

(a) Qualified Investor. The Purchaser is (i) experienced in making investments of the kind described in this Agreement and the related documents, (ii) able to afford the entire loss of its investment in the Common Stock, and (iv) an “Accredited Investor” as defined in Rule 501(a) of Regulation D and knows of no reason to anticipate any material change in its financial condition for the foreseeable future.

(b) Restricted Securities. All subsequent offers and sales by the Purchaser of the Common Stock shall be made pursuant to an effective registration statement under the Securities Act or pursuant to an applicable exemption from such registration.

(c) Reliance on Representations. The Purchaser understands that the Common Stock is being offered and sold to it in reliance upon exemptions from the registration requirements of the United States federal securities laws, and that the Company is relying upon the truthfulness and accuracy of the Purchaser’s representations and warranties, and the Purchaser’s compliance with its covenants and agreements, each as set forth herein, in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Common Stock.

(d) Access to Information. The Purchaser (i) has been provided with sufficient information with respect to the business of the Company for the Purchaser to determine the suitability of making an investment in the Company and such documents relating to the Company as the Purchaser has requested and the Purchaser has carefully reviewed the same, (ii) has been provided with such additional information with respect to the Company and its business and financial condition as the Purchaser, or the Purchaser’s agent or attorney, has requested, and (iii) has had access to management of the Company and the opportunity to discuss the information provided by management of the Company and any questions that the Purchaser had with respect thereto have been answered to the full satisfaction of the Purchaser.

(e) Legality. The Purchaser has the requisite corporate power and authority to enter into this Agreement.

(f) Authorization. This Agreement and any related agreements, and the transactions contemplated hereby and thereby, have been duly and validly authorized by the Purchaser, and such agreements, when executed and delivered by each of the Purchaser and the Company will each be a valid and binding agreement of the Purchaser, enforceable in accordance with their respective terms, except to the extent that enforcement of each such agreement may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to creditors rights generally and to general principles of equity.

(g) Adequate Resources. The Purchaser, or an affiliate of the Purchaser, has sufficient liquid assets to deliver the aggregate purchase price on each of the Closing Dates as specified in the Table of Closing Dates.

(h) Investment. The Purchaser is acquiring the Common Stock for investment for the Purchaser’s own account, not as a nominee or agent, and not with the view to, for resale in

connection with, any distribution thereof, nor with any present intention of distributing or selling such Common Stock. The Purchaser is aware of the limits on resale imposed by virtue of the transaction contemplated by this Agreement and is aware that the Common Stock will bear a restrictive legend.

(i) Litigation. There is no action, suit, proceeding or investigation pending or, to the Knowledge of the Purchaser (as defined herein), currently threatened against the Purchaser that questions the validity of the Primary Documents (as defined below) or the right of Purchaser to enter into any such agreements or to consummate the transactions contemplated hereby and thereby, nor, to the Knowledge of Purchaser, is there any basis for the foregoing. All references to the “Knowledge of Purchaser” means the actual knowledge of Purchaser or the knowledge the Purchaser could reasonably be expected to have each after reasonable investigation and due diligence.

(j) Broker’s Fees and Commissions. Neither the Purchaser nor any of its officers, partners, employees or agents has employed any investment banker, broker, or finder in connection with the transactions contemplated by the Primary Documents.

3. REPRESENTATIONS OF THE COMPANY

The Company represents and warrants to, and covenants and agrees with, the Purchaser that:

(a) Organization. The Company is a corporation duly organized and validly existing and in good standing under the laws of the State of Florida and will on the First Closing Date be a corporation duly organized and validly existing under the laws of the State of Florida and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted after the consummation of the transactions contemplated by this Agreement. The Company is duly qualified as a foreign corporation and in good standing in all jurisdictions in which either the ownership or use of the properties owned or used by it, or the nature of the activities conducted by it, requires such qualification. The minute books and stock record books and other similar records of the Company have been provided or made available to the Purchaser or its counsel prior to the execution of this Agreement, are complete and correct in all material respects and have been maintained in accordance with sound business practices. Such minute books contain true and complete records of all actions taken at all meetings and by all written consents in lieu of meetings of the directors, stockholders and committees of the board of directors of the Company from the date of organization through the date hereof. The Company has, prior to the execution of this Agreement, delivered to the Purchaser true and complete copies of the Company’s Certificate of Incorporation, and Bylaws, each as amended through the date hereof. The Company is not in violation of any provisions of its Certificate of Incorporation or Bylaws.

(b) Capitalization. On the date hereof, the authorized capital of the Company consists of: (i) 20,000,000 shares of Common Stock, par value $0.001 per share, of which 1 share is issued and outstanding as of the date hereof. There are no outstanding rights, agreements, arrangements or understandings to which the Company is a party (written or oral) which would obligate the Company to issue any equity interest, option, warrant, convertible note, or other types of securities or to register any shares in a registration statement filed with the Commission. There is no agreement, arrangement or understanding between or among any entities or individuals which affects, restricts or relates to voting, giving of written consents, dividend rights or transferability of shares with respect to any voting shares of the Company, including without limitation any voting trust agreement or proxy. There are no outstanding obligations of the Company to repurchase, redeem or otherwise acquire for value any outstanding shares of capital stock or other ownership interests of the Company

or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any other entity. There are no anti-dilution or price adjustment provisions regarding any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of the Common Stock. As of the First Closing Date the authorized capital stock of the Company shall be as set forth in the Articles of Incorporation of the Company.

(c) Concerning the Common Stock. The Common Stock shall be duly and validly issued, fully paid and non-assessable and will not subject the holder thereof to personal liability by reason of being such a holder.

(d) Legality. The Company has the requisite corporate power and authority to enter into this Agreement, and to issue and deliver the Common Stock.

(e) Transaction Agreements. This Agreement, and the Lock-Up Agreement (as defined below) (collectively, the “Primary Documents”), and the transactions contemplated hereby and thereby, have been duly and validly authorized by the Company; this Agreement has been duly executed and delivered by the Company and this Agreement is, and the other Primary Documents, when executed and delivered by the Company, will each be, a valid and binding agreement of the Company, enforceable in accordance with their respective terms, except to the extent that enforcement of each of the Primary Documents may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to creditors’ rights generally and to general principles of equity.

(f) Non-Contravention. The execution and delivery of this Agreement and each of the other Primary Documents, and the consummation by the Company of the transactions contemplated by this Agreement and each of the other Primary Documents, do not and will not conflict with, or result in a breach by the Company of, or give any third party any right of termination, cancellation, acceleration or modification in or with respect to, any of the terms or provisions of, or constitute a default under, (A) its Certificate of Incorporation or Bylaws, as amended through the date hereof, (B) any material indenture, mortgage, deed of trust, lease or other agreement or instrument to which the Company is a party or by which it or any of its properties or assets are bound, or (C) any existing applicable law, rule, or regulation or any applicable decree, judgment or order of any court or federal, state, securities industry or foreign regulatory body, administrative agency, or any other governmental body having jurisdiction over the Company or any of their properties or assets (collectively, “Legal Requirements”), other than those which have been waived or satisfied on or prior to the First Closing Date.

(g) Approvals and Filings. No authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, stock exchange or market or the stockholders of the Company is required to be obtained by the Company for the entry into or the performance of this Agreement and the other Primary Documents.

(h) Compliance With Legal Requirements. The Company has not violated in any material respect, and is not currently in material default under, any Legal Requirement applicable to the Company or such subsidiary, or any of the assets or properties of the Company or such subsidiary, where such violation could reasonably be expected to have material adverse effect on the business or financial condition of the Company or such subsidiary.

(i) Indebtedness to Officers, Directors and Stockholders. The Company is not indebted to any of the Company’s stockholders, officers or directors or their Affiliates in any amount whatsoever (including, without limitation, any deferred compensation, salaries or rent payable).

(j) Title to Properties; Liens and Encumbrances. The Company has good and marketable title to all of its material properties and assets, both real and personal, and has good title to all its leasehold interests. All material properties and assets of the Company are free and clear of all Encumbrances (as defined below) except liens for current Taxes not yet due. As used in this Agreement, “Encumbrance” means any charge, claim, community property interest, condition, equitable interest, lien, pledge, security interest, right of first refusal, or restriction of any kind, including any restriction on use, voting, transfer, receipt of income, or exercise of any other attribute of ownership.

(k) Permits. The Company has all permits, licenses and any similar authority necessary for the conduct of its business as now conducted, the lack of which would materially and adversely affect the business or financial condition of such company. The Company is not in default in any respect under any of such permits, licenses or similar authority.

(l) Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board or body, or arbitration tribunal pending or, to the Knowledge of the Company, threatened, against or affecting the Company, in which an unfavorable decision, ruling or finding would have a material adverse effect on the properties, business, condition (financial or other) or results of operations of the Company, taken as a whole, or which would adversely affect the validity or enforceability of, or the authority or ability of the Company to perform its obligations under, the Primary Documents. All references to the “Knowledge of the Company” in this Agreement shall mean the actual knowledge of the Company or the knowledge that the Company could reasonably be expected to have, after reasonable investigation and due diligence.

(m) No Default. The Company is not in default in the performance or observance of any obligation, covenant or condition contained in any indenture, mortgage, deed of trust or other instrument or agreement to which it is a party or by which it or its property may be bound.

(n) Taxes.

All Tax Returns (as defined below) required to have been filed by or with respect to the Company (including any extensions) have been filed. All such Tax Returns are true, complete and correct in all material respects. All Taxes (as defined below) due and payable by the Company, whether or not shown on any Tax Return, or claimed to be due by any Taxing Authority (as defined below), have been paid or accrued on the most recent balance sheet of the Company.

As used in this Agreement, a “Tax Return” means any return, report, information return, schedule, certificate, statement or other document (including any related or supporting information) filed or required to be filed with, or, where none is required to be filed with a Taxing Authority, the statement or other document issued by, a Taxing Authority in connection with any Tax; “Tax” means any and all taxes, charges, fees, levies or other assessments, including, without limitation, income, gross, receipts, excise, real or personal property, sales, withholding, social security, retirement, unemployment, occupation, use, service, service use, license, net worth, payroll, franchise, transfer and recording taxes, fees and charges, imposed by Taxing Authority, whether computed on a separate, consolidated, unitary, combined or any other basis; and such term includes any interest whether paid or received,

fines, penalties or additional amounts attributable to, or imposed upon, or with respect to, any such taxes, charges, fees, levies or other assessments; and “Taxing Authority” means any governmental agency, board, bureau, body, department or authority of any United States federal, state or local jurisdiction or any foreign jurisdiction, having or purporting to exercise jurisdiction with respect to any Tax.

(o) Certain Prohibited Activities. Neither the Company nor any of its directors, officers or other employees has (i) used any Company funds for any unlawful contribution, endorsement, gift, entertainment or other unlawful expense relating to any political activity, (ii) made any direct or indirect unlawful payment of Company funds to any foreign or domestic government official or employee, (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or (iv) made any bribe, rebate, payoff, influence payment, kickback or other similar payment to any person.

(p) Contracts; No Defaults. Other than the agreements listed on Schedule 3(p), relating to the acquisition of Datrek (as hereinafter defined) and the GAI Merger Agreement, the Company is not a party to any Contract.

As used in this Agreement, “Contract” means any agreement, contract, obligation, promise, or undertaking (whether written or oral and whether express or implied) that is legally binding; or any Contract (a) under which any of the Company has or may acquire any rights, (b) under which the Company has or may become subject to any obligation or liability, or (c) by which the Company or any of the assets owned or used by it is or may become bound.

With respect to each Contract (i) the Company is, and has been, in material compliance with all applicable terms and requirements of each Contract under which the Company has or had any obligation or liability or by which the Company or any of the assets owned or used by it is or was bound; (ii) each other person or entity that has or had any obligation or liability under any Contract under which the Company has or had any rights is, and has been, in material compliance with all applicable terms and requirements of such Contract; (iii) no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a material violation or breach of, or give the Company or other person or entity the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and (iv) the Company has not given to or received from any other person or entity any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract. Each Contract is valid, in full force, and binding on and enforceable against the other party or parties to such contract in accordance with its terms and provisions.

Except as disclosed on Schedule 3(p) attached hereto, there are no renegotiation of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to the Company under current or completed Contracts with any person or entity and no such person or entity has made written demand for such renegotiation.

(q) Agent Fees. The Company has not incurred any liability for any finder’s or brokerage fees or agent’s commissions in connection with the transactions contemplated by this Agreement.

(r) Employees. The Company has no employees and there is no accrued vacation or sick pay due.

(s) Employee Benefits.

(i) The Company has, and has not at any time had, Plans (as defined below).

As used in this Agreement, “Plan” means (i) each of the “employee benefit plans” (as such term is defined in Section 3(3) of the Employee Retirement Income Security Act of 1974 (“ERISA”)), of which any of the Company or any member of the same controlled group of businesses as the Company within the meaning of Section 4001(a)(14) of ERISA (an “ERISA Affiliate”) is or ever was a sponsor or participating employer or as to which the Company or any of its ERISA Affiliates makes contributions or is required to make contributions, and (ii) any similar employment, severance or other arrangement or policy of any of the Company or any of its ERISA Affiliates (whether written or oral) providing for health, life, vision or dental insurance coverage (including self-insured arrangements), workers’ compensation, disability benefits, supplemental unemployment benefits, vacation benefits or retirement benefits, fringe benefits, or for profit sharing, deferred compensation, bonuses, stock options, stock appreciation or other forms of incentive compensation or post-retirement insurance, compensation or benefits.

(t) Private Offering. Subject to the accuracy of the Purchaser’s representations and warranties set forth in Section 2 hereof, the offer, sale and issuance of the Common Stock are exempt from the registration requirements of the Securities Act. The Company agrees that neither the Company nor anyone acting on its behalf will offer any of the Common Stock or any similar securities for issuance or sale, or solicit any offer to acquire any of the same from anyone so as to render the issuance and sale of such securities subject to the registration requirements of the Securities Act. The Company has not offered or sold the Common Stock by any form of general solicitation or general advertising, as such terms are used in Rule 502(c) under the Securities Act.

(u) Full Disclosure. There is no fact known to the Company (other than general economic conditions known to the public generally) that has not been disclosed to the Purchaser that could (i) reasonably be expected to have a material adverse effect upon the condition (financial or otherwise) or the earnings, business affairs, properties or assets of the Company or (ii) reasonably be expected to materially and adversely affect the ability of the Company to perform the obligations set forth in the Primary Documents. The representations and warranties of the Company set forth in this Agreement do not contain any untrue statement of a material fact or omit any material fact necessary to make the statements contained herein, in light of the circumstances under which they were made, not misleading.

4. CERTAIN COVENANTS, ACKNOWLEDGMENTS AND RESTRICTIONS

(a) Transfer Restrictions. The Purchaser acknowledges that (i) the Common Stock has not been registered under the Securities Act, and such securities may not be transferred unless (A) subsequently registered thereunder or (B) they are transferred pursuant to an exemption from such registration, and (ii) any sale of the Common Stock made in reliance upon Rule 144 under the Securities Act (“Rule 144”) may be made only in accordance with the terms of said Rule 144. The provisions of Section 4(a) and 4(b) hereof, together with the rights of the Purchaser under this Agreement and the other Primary Documents, shall be binding upon any subsequent transferee of the Common Stock.

(b) Restrictive Legend. The Purchaser acknowledges and agrees that, until such time as the Common Stock shall have been registered under the Securities Act or the Purchaser demonstrates to the reasonable satisfaction of the Company and its counsel that such registration shall no longer be required, such Common Stock may be subject to a stop-transfer order placed against the transfer of such Common Stock, and such Common Stock shall bear a restrictive legend in substantially the following form:

THESE SECURITIES (INCLUDING ANY UNDERLYING SECURITIES) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION SHALL NO LONGER BE REQUIRED.

(c) Lock-Up. The current shareholders of Datrek Professional Bags, Inc. (“Datrek”) and the Company have executed a Lock-Up Agreement (the “Lock-Up Agreement”). The Company shall not waive any restriction under the Lock-Up Agreement or otherwise consent to any such waiver without the express written approval in advance by the Purchaser, which approval can be withheld by the Purchaser in its sole and absolute discretion.

(d) Replacement Certificates. The certificate(s) representing the shares of the Common Stock held by the Purchaser shall be exchangeable, at the option of the Purchaser at any time and from time to time at the office of Company, for certificates with different denominations representing, as applicable, an equal aggregate number of shares of the Common Stock as requested by the Purchaser upon surrendering the same. No service charge will be made for such registration or transfer or exchange.

5. CONDITIONS TO THE COMPANY’S OBLIGATION TO ISSUE THE SHARES

The Purchaser understands that the Company’s obligation to issue the Common Stock on the First Closing Date to the Purchaser pursuant to this Agreement is conditioned upon the following, unless waived in writing by the Company:

(a) The accuracy on the First Closing Date of the representations and warranties of the Purchaser contained in this Agreement as if made on the First Closing Date and the performance by the Purchaser on or before the First Closing Date of all covenants and agreements of the Purchaser required to be performed on or before the First Closing Date.

(b) The absence or inapplicability on the First Closing Date of any and all laws, rules or regulations prohibiting or restricting the transactions contemplated hereby, or requiring any consent or approval, except for any stockholder or Board of Director approval or consent contemplated herein, which shall not have been obtained.

(c) All regulatory approvals or filings, if any, on the First Closing Date necessary to consummate the transactions contemplated by this Agreement shall have been made as of each Closing Date.

(d) The receipt of good funds as of each Closing Date as scheduled in the Table of Closings in Section 1(c).

6. CONDITIONS TO THE PURCHASER’S OBLIGATION TO PURCHASE THE SHARES

The Company understands that the Purchaser’s obligation to purchase the Common Stock on the First Closing Date is conditioned upon each of the following, unless waived in writing by the Purchaser:

(a) The accuracy on the First Closing Date of the representations and warranties of the Company contained in this Agreement as if made on the First Closing Date, and the performance by the Company on or before the First Closing Date of all covenants and agreements of the Company required to be performed on or before the First Closing Date.

(b) The Company shall have executed and delivered to the Purchaser the Common Stock as scheduled in the Table of Closings in Section 1(c) with respect to each Closing Date.

(c) On the First Closing Date, the Purchaser shall have received from the Company such other certificates and documents as it or its representatives, if applicable, shall reasonably request, and all proceedings taken by the Company or the Board of Directors of the Company, as applicable, in connection with the Primary Documents contemplated by this Agreement and the other Primary Documents and all documents and papers relating to such Primary Documents shall be satisfactory to the Purchaser.

(d) All regulatory approvals or filings, if any, necessary to consummate the transactions contemplated by this Agreement shall have been made as of the First Closing Date.

(e) All the parties to the Lock-Up Agreements shall have executed and delivered such agreements as of the First Closing Date.

(f) The Company shall have received a Closing Certificate as of the First Closing Date.

(g) Prior to, or concurrent with, the execution of this Agreement, Datrek Acquisition, Inc., a wholly owned subsidiary of the Company, shall purchase Datrek’s assets (both tangible and intangible) and assume all third party liabilities of Datrek pursuant to that certain Asset Purchase Agreement (the “Datrek Asset Purchase Agreement”), dated as of October 15, 2004.

(h) With respect to the First Closing Date only, the Company shall have reimbursed the Purchaser the expenses incurred in connection with the negotiation or performance of this Agreement pursuant to Section 6 hereof.

7. FEES AND EXPENSES

The Company shall bear its own costs, including attorney’s fees, incurred in the negotiation of this Agreement and consummating of the transactions contemplated herein, in the Datrek Asset Purchase Agreement, and the corporate proceedings of the Company in contemplation hereof and thereof. On the First Closing Date, the Company shall reimburse the Purchaser for all of the Purchaser’s reasonable out-of-pocket expenses incurred in connection with the negotiation or performance of this Agreement, including without limitation reasonable fees and disbursements of counsel to the Purchaser.

8. SURVIVAL

The agreements, covenants, representations and warranties of the Company and the Purchaser shall survive the execution and delivery of this Agreement and the delivery of the Securities hereunder for a period of one year from the date of the Final Closing Date.

9. INDEMNIFICATION

(a) The Company and the Purchaser (each in such capacity under this section, the “Indemnifying Party”) agrees to indemnify the other party and each officer, director, employee, agent, partner, stockholder, member and affiliate of such other party (collectively, the “Indemnified Parties”) for, and hold each Indemnified Party harmless from and against: (i) any and all damages, losses, claims, diminution in value and other liabilities of any and every kind, including, without limitation, judgments and costs of settlement, and (ii) any and all reasonable out-of-pocket costs and expenses of any and every kind, including, without limitation, reasonable fees and disbursements of counsel for such Indemnified Parties (all of which expenses periodically shall be reimbursed as incurred), in each case, arising out of or suffered or incurred in connection with any of the following, whether or not involving a third party claim: (a) any misrepresentation or any breach of any warranty made by the Indemnifying Party herein or in any of the other Primary Documents, (b) any breach or non-fulfillment of any covenant or agreement made by the Indemnifying Party herein or in any of the other Primary Documents, or (c) any claim relating to or arising out of a violation of applicable federal or state securities laws by the Indemnifying Party in connection with the sale or issuance of the Common Stock by the Indemnifying Party to the Indemnified Party (collectively, the “Indemnified Liabilities”). To the extent that the foregoing undertaking by the Indemnifying Party may be unenforceable for any reason, the Indemnifying Party shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law.

No indemnification shall be payable in respect of any Indemnified Liability (i) where the claiming Indemnified Party had actual knowledge of or notice of the facts giving rise to (actual knowledge or notice in this Section 8 shall mean knowledge or notice arising from the Disclosure Schedules), such Indemnified Liability prior to the First Closing Date or (ii) where such Indemnified Party entered into a settlement of an Indemnified Liability without the prior written consent of the applicable Indemnifying Party.

10. NOTICES

Any notice required or permitted hereunder shall be given in writing (unless otherwise specified herein) and shall be effective upon personal delivery, via facsimile (upon receipt of confirmation of error-free transmission and mailing a copy of such confirmation, postage prepaid by certified mail, return receipt requested) or two business days following deposit of such notice with an internationally recognized courier service, with postage prepaid and addressed to each of the other parties thereunto entitled at the following addresses, or at such other addresses as a party may designate by five days advance written notice to each of the other parties hereto.


Company:		Datrek Acquisition, Inc.
		11 Commerce Road
		Rockland, Mass 02370
		Attention: Michael Hedge
		Telephone: (402) 926-5833
		Facsimile: (781) 871-5180

Purchaser:		Stanford Venture Capital Holdings, Inc.
		6075 Poplar Avenue
		Memphis, TN 38119
		Attention: James M. Davis, President
		Telephone: (901) 680-5260
		Facsimile: (901) 680-5265

with a copy to:		Stanford Financial Group
		5050 Westheimer
		Houston, TX 77056
		Attention: Mauricio Alvarado, Esq.
		Telephone: (713) 964-5145
		Facsimile: (713) 964-5245

11. GOVERNING LAW; JURISDICTION

This Agreement shall be governed by and interpreted in accordance with the laws of the State of Florida, without regard to its principles of conflict of laws. Any action or proceeding seeking to enforce any provision of, or based on any right arising out of, this Agreement may be brought against any party in the federal courts of Florida or the state courts of the State of Florida, Miami-Dade County and each of the parties consents to the jurisdiction of such courts and hereby waives, to the maximum extent permitted by law, any objection, including any objections based on forum non conveniens, to the bringing of any such proceeding in such jurisdictions.

12. MISCELLANEOUS

(a) Entire Agreement. This Agreement supersedes all prior agreements and understandings among the parties hereto with respect to the subject matter hereof. This Agreement, together with the other Primary Documents, including any certificate, schedule, exhibit or other document delivered pursuant to their terms, constitutes the entire agreement among the parties hereto with respect to the subject matters hereof and thereof, and supersedes all prior agreements and understandings, whether written or oral, among the parties with respect to such subject matters.

(b) Amendments. This Agreement may not be amended except by an instrument in writing signed by the party to be charged with enforcement.

(c) Waiver. No waiver of any provision of this Agreement shall be deemed a waiver of any other provisions or shall a waiver of the performance of a provision in one or more instances be deemed a waiver of future performance thereof.

(d) Construction. This Agreement and each of the Primary Documents have been entered into freely by each of the parties, following consultation with their respective counsel, and shall be interpreted fairly in accordance with its respective terms, without any construction in favor of or against either party.

(e) Binding Effect of Agreement. This Agreement shall inure to the benefit of, and be binding upon the successors and assigns of each of the parties hereto, including any transferees of the Common Stock.

(f) Severability. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or unenforceability of this Agreement in any other jurisdiction.

(g) Attorneys’ Fees. If any action should arise between the parties hereto to enforce or interpret the provisions of this Agreement, the prevailing party in such action shall be reimbursed for all reasonable expenses incurred in connection with such action, including reasonable attorneys’ fees.

(h) Headings. The headings of this Agreement are for convenience of reference only and shall not form part of, or affect the interpretation of this Agreement.

(i) Counterparts. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original and all of which, when taken together, will be deemed to constitute one and the same agreement.

[Signatures Begin on Following Page]

IN WITNESS WHEREOF, this Agreement has been duly executed by each of the undersigned as of the date first above written.


DATREK ACQUISITION, INC.

By:		/s/ Michael S. Hedge
Name:		Michael S. Hedge
Title:		President

STANFORD VENTURE CAPITAL HOLDINGS, INC.

By:		/s/ James M. Davis
		James M .Davis
		President

SCHEDULE 3(p)

Asset Purchase Agreement, dated October 15, 2004, by and among Datrek Professional Bags, Inc., Dennis and Deborah Ryan and Datrek Acquisition, Inc.

EX-99.1 4 dex991.htm JOINT FILING AGREEMENT Joint Filing Agreement

EXHIBIT 99.1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the persons names below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D, including amendments thereto, with regard to the Common Stock of Greenhold Group, Inc., a Florida corporation, and further agree that this Joint Filing Agreement be included as an exhibit to such joint filings.

In evidence thereof, the undersigned hereby execute this agreement as of the 27th day of October, 2004.

/s/ R. Allen Stanford

R. Allen Stanford

STANFORD VENTURE CAPITAL

HOLDINGS, INC.

/s/ James M. Davis

James M. Davis, President

-1-

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