-----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, N59yu/Bt1FRT+OjGYuTZ3JSTM8h73THvXiqCp7CZ/TdQuvcxlW4eZEAiFGDOXyNj YznSplKtr7tkQ/2fN2Q9CA== 0001026700-01-500244.txt : 20020413 0001026700-01-500244.hdr.sgml : 20020413 ACCESSION NUMBER: 0001026700-01-500244 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20011205 ITEM INFORMATION: Changes in control of registrant ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20011213 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FINDERS KEEPERS INC CENTRAL INDEX KEY: 0001091418 STANDARD INDUSTRIAL CLASSIFICATION: [9995] IRS NUMBER: 880420306 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-27323 FILM NUMBER: 1813259 BUSINESS ADDRESS: STREET 1: 6975 SOUTH UNION PARK STREET 2: SUITE 600 CITY: MIDVALE STATE: UT ZIP: 84047 BUSINESS PHONE: 8012569600 MAIL ADDRESS: STREET 1: 6975 SOUTH UNION PARK STREET 2: SUITE 600 CITY: MIDVALE STATE: UT ZIP: 84047 8-K 1 subfm8k12501.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: (Date of earliest event reported) : December 5, 2001 Commission File No. 0-27323 THE BAUER PARTNERSHIP, INC. ------------------------------------------------------------ (Exact name of registrant as specified in its charter) Nevada 88-0429812 - ------------------------------- -------------------------------- (State or other jurisdiction of (IRS Employer Identification No.) incorporation or organization) 8 Queen Street, Mayfair, London W1J 5PD, United Kingdom -------------------------------------------------------- (Address of principal executive offices) +44-207-016-6708 -------------------------------------- (Issuer telephone number) Finders Keepers, Inc. 6975 South Union Park Center #600 Salt Lake City, Utah 84047 Former Name and Address Item 1. Changes in Control of the Registrant. As a result of the acquisition of The Bauer Partnership, Inc., a Delaware corporation ("BAUER"), the control of the Registrant shifted to the former shareholders of Bauer. The following entity which is beneficially owned by Ronald J. Bauer, the Registrant's new chief executive officer, now exercises control of the Registrant. Name No. of shares Percentage ------- ------------- ---------- Fleming Financial Holdings Ltd. 17,312,500 49.3% Item 2. Acquisition of Disposition of Assets. On December 5, 2001, the Registrant acquired 100% of the issued and outstanding shares of BAUER in exchange for 31,030,800 post reverse split shares of the Registrant's common stock. Following the exchange, there are 35,095,006 shares of the Registrant's common stock outstanding. Item 5. Other Events. As a result of the acquisition of Bauer and the change in focus of the Registrants business, the Registrant changed its name from Finders Keepers Inc. to The Bauer Partnership, Inc. and changed its trading symbol to BUER. In addition, the former directors and officers of Finders Keepers Inc. resigned and the directors and officers of BAUER have become the directors and officers of the Registrant. The new directors and officers of the Registrant are as follows: F. Bryson Farrill-Chairman, Ronald J. Bauer-Chief Executive Officer, President and Director, Dr. Jacques L. Fischer-Interim Chief Operating Officer and Director, Joseph T. Bauer-Director, and Geoffrey Button-Director. Item 7. Financial Statements and Exhibits. a) Financial Statements of The Bauer Partnership, Inc. - to be filed b) Proforma Financial information - to be filed c) Exhibits: 2.1 Exchange Agreement 2.2 Addendum No. 1 to Exchange Agreement 3.1 Amended and Restated Articles of Incorporation 3.2 Amended By-Laws Signatures Pursuant to the requirement of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. THE BAUER PARTNERSHIP, INC. December 13, 2001 /s/ Ronald J. Bauer --------------------------- Ronald J. Bauer Chief Executive Officer EX-2.1 3 ex21_8k.txt EXCHANGE AGREEMENT Between FINDERS KEEPERS, INC. and THE BAUER PARTNERSHIP, INC. Dated October ___, 2001 TABLE OF CONTENTS ARTICLE I REPRESENTATIONS, COVENANTS, AND WARRANTIES OF THE BAUER PARTNERSHIP, INC. 1.01 Organization...............................1 1.02 Capitalization.............................1 1.03 Subsidiaries and Predecessor Corporations..1 1.04 Financial Statements.......................1 1.05 Information................................2 1.06 Options and Warrants.......................2 1.07 Absence of Certain Changes or Events.......2 1.08 Title and Related Matters..................3 1.09 Litigation and Proceedings.................3 1.10 Contracts..................................3 1.11 Material Contract Defaults.................4 1.12 No Conflict With Other Instruments.........4 1.13 Governmental Authorizations................4 1.14 Compliance With Laws and Regulations.......4 1.15 Approval of Agreement......................4 1.16 Material Transactions or Affiliations......4 1.17 Bauer Schedules............................5 1.18 Bank Accounts; Power of Attorney...........5 1.19 Valid Obligation...........................6 ARTICLE II REPRESENTATIONS, COVENANTS, AND WARRANTIES OF FINDERS KEEPERS, INC. 2.01 Organization...............................6 2.02 Capitalization.............................6 2.03 Subsidiaries and Predecessor Corporations..6 2.04 Securities Filings; Financial Statements...6 2.05 Information................................7 2.06 Options and Warrants.......................7 2.07 Absence of Certain Changes or Events.......7 2.08 Title and Related Matters..................8 2.09 Litigation and Proceedings.................8 2.10 Contracts..................................8 2.11 Material Contract Defaults.................9 2.12 No Conflict With Other Instruments.........9 2.13 Governmental Authorizations................9 2.14 Compliance With Laws and Regulations.......9 2.15 Insurance..................................9 2.16 Approval of Agreement......................9 2.17 Continuity of Business Enterprises.........9 2.18 Material Transactions or Affiliations......9 2.19 Labor Relations............................9 2.20 Finders Schedules.........................10 2.21 Bank Accounts; Power of Attorney..........10 2.22 Valid Obligation..........................10 2.23 Liabilities...............................10 ARTICLE III PLAN OF EXCHANGE 3.01 The Exchange..............................11 3.02 Anti-Dilution.............................11 3.03 Closing...................................11 3.04 Closing Events............................11 3.05 Termination...............................11 ARTICLE IV SPECIAL COVENANTS 4.01 Access to Properties and Records..........13 4.02 Delivery of Books and Records.............13 4.03 Third Party Consents and Certificates.....13 4.04 Name Change...............................13 4.05 Finders Shareholder Meeting...............13 4.06 Consent of Bauer Shareholders.............13 4.07 Designation of Directors and Officers.....13 4.08 Exclusive Dealing Rights..................13 4.09 Actions Prior to Closing..................14 4.10 Sales Under Rule 144 or 145, If Applicable15 4.11 Indemnification...........................15 ARTICLE V CONDITIONS PRECEDENT TO OBLIGATIONS OF FINDERS 5.01 Accuracy of Representations and Performance of Covenants..................16 5.02 Officer's Certificates....................16 5.03 No Material Adverse Change................16 5.04 Good Standing.............................16 5.05 Approval by Bauer Shareholders............16 5.06 No Governmental Prohibitions..............16 5.07 Consents..................................16 5.08 Other Items...............................16 ARTICLE VI CONDITIONS PRECEDENT TO OBLIGATIONS OF BAUER AND THE BAUER SHAREHOLDERS 6.01 Accuracy of Representations and Performance of Covenants..............................17 6.02 Officer's Certificate.....................17 6.03 No Material Adverse Change................17 6.04 Good Standing.............................17 6.05 No Governmental Prohibition...............17 6.06 Consents..................................17 6.07 Other Items...............................17 6.08 Lockup....................................17 ARTICLE VII MISCELLANEOUS 7.01 No Bankruptcy and No Criminal Convictions.18 7.02 Brokers...................................18 7.03 Governing Law.............................18 7.04 Notices...................................18 7.05 Attorney's Fees...........................19 7.06 Confidentiality...........................19 7.07 Public Announcements and Filings..........19 7.08 Schedules; Knowledge......................19 7.09 Third Party Beneficiaries.................19 7.10 Expenses..................................19 7.11 Entire Agreement..........................19 7.12 Survival; Termination.....................19 7.13 Counterparts..............................19 7.14 Amendment or Waiver.......................19 7.15 Best Efforts..............................20 EXCHANGE AGREEMENT THIS EXCHANGE AGREEMENT (hereinafter referred to as this "Agreement") is entered into as of this day of October, 2001 by and between FINDERS KEEPERS, INC., a Nevada corporation (hereinafter referred to as "Finders")and THE BAUER PARTNERSHIP, INC., a Delaware corporation (hereinafter referred to as "Bauer"), upon the following premises: Premises WHEREAS, Finders is a publicly held corporation organized under the laws of the State of Nevada; WHEREAS, Bauer is a privately held corporation organized under the laws of the State of Delaware; WHEREAS, management of the constituent corporations have determined that it is in the best interest of the parties that Finders acquire 100% of the issued and outstanding securities of Bauer in exchange for the issuance of certain shares of Finders (the "Exchange") and Bauer agreed to use its best efforts to cause its shareholders (the "Bauer Shareholders") to exchange their securities of Bauer on the terms described herein; and WHEREAS, Finders and Bauer desire to set forth the terms of the Exchange, which is intended to constitute a tax-free reorganization pursuant to the provisions of Section 368(a)(1)(B) of the Internal Revenue Code of 1986. Agreement NOW THEREFORE, on the stated premises and for and in consideration of the mutual covenants and agreements hereinafter set forth and the mutual benefits to the parties to be derived herefrom, it is hereby agreed as follows: ARTICLE I REPRESENTATIONS, COVENANTS, AND WARRANTIES OF BAUER As an inducement to, and to obtain the reliance of Finders, except as set forth on the Bauer Schedules (as hereinafter defined), Bauer represents and warrants as follows: Section 1.01 Organization. Bauer is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware and has the corporate power and is duly authorized, qualified, franchised, and licensed under all applicable laws, regulations, ordinances, and orders of public authorities to own all of its properties and assets and to carry on its business in all material respects as it is now being conducted, including qualification to do business as a foreign corporation in the states or countries in which the character and location of the assets owned by it or the nature of the business transacted by it requires qualification, except where failure to be so qualified would not have a material adverse effect on its business. Included in the Bauer Schedules are complete and correct copies of the articles of incorporation, and bylaws of Bauer as in effect on the date hereof. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not, violate any provision of Bauer's articles of incorporation or bylaws. Bauer has taken all actions required by law, its articles of incorporation, or otherwise to authorize the execution and delivery of this Agreement. Bauer has full power, authority, and legal right and has taken all action required by law, its articles of incorporation, and otherwise to consummate the transactions herein contemplated. Section 1.02 Capitalization. The authorized capitalization of Bauer consists of 50,000,000 shares of common stock, $.01 par value, of which 30,744,000 shares are currently issued and outstanding and 10,000,000 shares of preferred stock, $.01 par value, of which no shares are currently issued and outstanding. All issued and outstanding shares are legally issued, fully paid, and non-assessable and not issued in violation of the preemptive or other rights of any person. Section 1.03 Subsidiaries and Predecessor Corporations. Bauer does not have any predecessor corporation(s) or subsidiaries, and does not own, beneficially or of record, any shares of any other corporation, except as disclosed in Schedule 1.03. For purposes hereinafter, the term "Bauer" also includes those subsidiaries, if any, set forth on Schedule 1.03. Section 1.04 Financial Statements. (a) Included in the Bauer Schedules is the compilation of the Bauer balance sheet as of May 31, 2001, and the related statements of operations and cash flows for the period from inception March 23, 2001 through May 31, 2001. (b) Bauer has no liabilities with respect to the payment of any federal, state, county, local or other taxes (including any deficiencies, interest or penalties), except for taxes accrued but not yet due and payable. (c) Bauer has filed all state, federal or local income and/or franchise tax returns required to be filed by it from inception to the date hereof. Each of such income tax returns reflects the taxes due for the period covered thereby, except for amounts which, in the aggregate, are immaterial. (d) The books and records, financial and otherwise, of Bauer are in all material respects complete and correct and have been maintained in accordance with good business and accounting practices. (e) All of Bauer's assets are reflected on its financial statements, and, except as set forth in the Bauer Schedules or the financial statements of Bauer or the notes thereto, Bauer has no material liabilities, direct or indirect, matured or unmatured, contingent or otherwise. Section 1.05 Information. The information concerning Bauer set forth in this Agreement and in the Bauer Schedules is complete and accurate in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact required to make the statements made, in light of the circumstances under which they were made, not misleading. In addition, Bauer has fully disclosed in writing to Finders (through this Agreement or the Bauer Schedules) all information relating to matters involving Bauer or its assets or its present or past operations or activities which (i) indicated or may indicate, in the aggregate, the existence of a greater than $25,000 liability or diminution in value, (ii) have led or may lead to a competitive disadvantage on the part of Bauer or (iii) either alone or in aggregation with other information covered by this Section, otherwise have led or may lead to a material adverse effect on the transactions contemplated herein or on Bauer, its assets, or its operations or activities as presently conducted or as contemplated to be conducted after the Closing Date, including, but not limited to, information relating to governmental, employee, environmental, litigation and securities matters and transactions with affiliates. Section 1.06 Options or Warrants. There are no existing options, warrants, calls, or commitments of any character relating to the authorized and unissued Bauer common stock, except options, warrants, calls or commitments, if any, to which Bauer is not a party and by which it is not bound. Section 1.07 Absence of Certain Changes or Events. Except as set forth in this Agreement or the Bauer Schedules, since June 30, 2001: (a) there has not been (i) any material adverse change in the business, operations, properties, assets, or condition of Bauer or (ii) any damage, destruction, or loss to Bauer (whether or not covered by insurance) materially and adversely affecting the business, operations, properties, assets, or condition of Bauer; (b) Bauer has not (i) amended its articles of incorporation or bylaws; (ii) declared or made, or agreed to declare or make, any payment of dividends or distributions of any assets of any kind whatsoever to stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are outside of the ordinary course of business or material considering the business of Bauer; (iv) made any material change in its method of management, operation or accounting; (v) entered into any other material transaction other than sales in the ordinary course of its business; (vi) made any accrual or arrangement for payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its salaried employees whose monthly compensation exceeds $1,000; or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement made to, for, or with its officers, directors, or employees; (c) Bauer has not (i) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) except as disclosed herein and except liabilities incurred in the ordinary course of business; (ii) paid or agreed to pay any material obligations or liability (absolute or contingent) other than current liabilities reflected in or shown on the most recent Bauer balance sheet, and current liabilities incurred since that date in the ordinary course of business and professional and other fees and expenses in connection with the preparation of this Agreement and the consummation of the transactions contemplated hereby; (iii) sold or transferred, or agreed to sell or transfer, any of its assets, properties, or rights (except assets, properties, or rights not used or useful in its business which, in the aggregate have a value of less than $1,000), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than $1,000); (iv) made or permitted any amendment or termination of any contract, agreement, or license to which it is a party if such amendment or termination is material, considering the business of Bauer; or (v) issued, delivered, or agreed to issue or deliver any stock, bonds or other corporate securities including debentures (whether authorized and unissued or held as treasury stock); and (d) to the best knowledge of Bauer, Bauer has not become subject to any law or regulation which materially and adversely affects, or in the future may adversely affect the business, operations, properties, assets, or condition of Bauer. Section 1.08 Title and Related Matters. Bauer has good and marketable title to all of its properties, inventory, interests in properties, and assets, real and personal, which are reflected in the most recent Bauer balance sheet or acquired after that date (except properties, inventory, interests in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business) free and clear of all liens, pledges, charges, or encumbrances except (a) statutory liens or claims not yet delinquent; (b) such imperfections of title and easements as do not and will not materially detract from or interfere with the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties; and (c) as described in the Bauer Schedules. Except as set forth in the Bauer Schedules, Bauer owns, free and clear of any liens, claims, encumbrances, royalty interests, or other restrictions or limitations of any nature whatsoever, any and all products it is currently manufacturing, including the underlying technology and data, and all procedures, techniques, marketing plans, business plans, methods of management, or other information utilized in connection with Bauer' business. Except as set forth in the Bauer Schedules, no third party has any right to, and Bauer has not received any notice of infringement of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, know-how, propriety techniques, trademarks, service marks, trade names, or copyrights which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a materially adverse effect on the business, operations, financial condition, income, or business prospects of Bauer or any material portion of its properties, assets, or rights. Section 1.09 Litigation and Proceedings. Except as set forth in the Bauer Schedules, there are no actions, suits, proceedings, or investigations pending or, to the knowledge of Bauer after reasonable investigation, threatened by or against Bauer or affecting Bauer or its properties, at law or in equity, before any court or other governmental agency or instrumentality, domestic or foreign, or before any arbitrator of any kind. Bauer does not have any knowledge of any material default on its part with respect to any judgment, order, injunction, decree, award, rule, or regulation of any court, arbitrator, or governmental agency or instrumentality or of any circumstances which, after reasonable investigation, would result in the discovery of such a default. Section 1.10 Contracts. --------- (a) Except as included or described in the Bauer Schedules, there are no "material" contracts, agreements, franchises, license agreements, debt instruments or other commitments to which Bauer is a party or by which it or any of its assets, products, technology, or properties are bound other than those incurred in the ordinary course of business (as used in this Agreement, a "material" contract, agreement, franchise, license agreement, debt instrument or commitment is one which (i) will remain in effect for more than six (6) months after the date of this Agreement or (ii) involves aggregate obligations of at least fifty thousand dollars ($50,000)); (b) All contracts, agreements, franchises, license agreements, and other commitments to which Bauer is a party or by which its properties are bound and which are material to the operations of Bauer taken as a whole are valid and enforceable by Bauer in all respects, except as limited by bankruptcy and insolvency laws and by other laws affecting the rights of creditors generally; (c) Bauer is not a party to or bound by, and the properties of Bauer are not subject to any contract, agreement, other commitment or instrument; any charter or other corporate restriction; or any judgment, order, writ, injunction, decree, or award which materially and adversely affects, the business operations, properties, assets, or condition of Bauer; and (d) Except as included or described in the Bauer Schedules or reflected in the most recent Bauer balance sheet, Bauer is not a party to any oral or written (i) contract for the employment of any officer or employee which is not terminable on 30 days, or less notice; (ii) profit sharing, bonus, deferred compensation, stock option, severance pay, pension benefit or retirement plan, (iii) agreement, contract, or indenture relating to the borrowing of money, (iv) guaranty of any obligation, other than one on which Bauer is a primary obligor, for the borrowing of money or otherwise, excluding endorsements made for collection and other guaranties of obligations which, in the aggregate do not exceed more than one year or providing for payments in excess of $25,000 in the aggregate; (vi) collective bargaining agreement; or (vii) agreement with any present or former officer or director of Bauer. Section 1.11 Material Contract Defaults. Bauer is not in default in any material respect under the terms of any outstanding contract, agreement, lease, or other commitment which is material to the business, operations, properties, assets or condition of Bauer and there is no event of default in any material respect under any such contract, agreement, lease, or other commitment in respect of which Bauer has not taken adequate steps to prevent such a default from occurring. Section 1.12 No Conflict With Other Instruments. The execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in the breach of any term or provision of, constitute an event of default under, or terminate, accelerate or modify the terms of any material indenture, mortgage, deed of trust, or other material contract, agreement, or instrument to which Bauer is a party or to which any of its properties or operations are subject. Section 1.13 Governmental Authorizations. Except as set forth in the Bauer Schedules, Bauer has all licenses, franchises, permits, and other governmental authorizations that are legally required to enable it to conduct its business in all material respects as conducted on the date hereof. Except for compliance with federal and state securities and corporation laws, as hereinafter provided, no authorization, approval, consent, or order of, or registration, declaration, or filing with, any court or other governmental body is required in connection with the execution and delivery by Bauer of this Agreement and the consummation by Bauer of the transactions contemplated hereby. Section 1.14 Compliance With Laws and Regulations. Except as set forth in the Bauer Schedules, to the best of its knowledge Bauer has complied with all applicable statutes and regulations of any federal, state, or other governmental entity or agency thereof, except to the extent that noncompliance would not materially and adversely affect the business, operations, properties, assets, or condition of Bauer or except to the extent that noncompliance would not result in the occurrence of any material liability for Bauer. Section 1.15 Approval of Agreement. The board of directors of Bauer has authorized the execution and delivery of this Agreement by Bauer and has approved this Agreement and the transactions contemplated hereby, and will recommend to the Bauer Shareholders that the Exchange be accepted by them. Section 1.16 Material Transactions or Affiliations. Set forth in the Bauer Schedules is a description of every contract, agreement, or arrangement between Bauer and any predecessor and any person who was at the time of such contract, agreement, or arrangement an officer, director, or person owning of record, or known by Bauer to own beneficially, 5% or more of the issued and outstanding common stock of Bauer and which is to be performed in whole or in part after the date hereof or which was entered into not more than three years prior to the date hereof. Except as disclosed in the Bauer Schedules or otherwise disclosed herein, no officer, director, or 5% shareholder of Bauer has, or has had since inception of Bauer, any known interest, direct or indirect, in any transaction with Bauer which was material to the business of Bauer. There are no commitments by Bauer, whether written or oral, to lend any funds, or to borrow any money from, or enter into any other transaction with, any such affiliated person. Section 1.17 Bauer Schedules. Bauer has delivered to Finders the following schedules, which are collectively referred to as the "Bauer Schedules" and which consist of separate schedules dated as of the date of execution of this Agreement, all certified by the chief executive officer of Bauer as complete, true, and correct as of the date of this Agreement in all material respects: (a) a schedule containing complete and correct copies of the articles of incorporation, and bylaws of Bauer in effect as of the date of this Agreement; (b) a schedule containing the financial statements of Bauer identified in paragraph 1.04(a); (c) a Schedule 1.17(c) containing a list indicating the name and address of each shareholder of Bauer together with the number of shares owned by him, her or it; (d) a schedule containing a description of all real property owned by Bauer, together with a description of every mortgage, deed of trust, pledge, lien, agreement, encumbrance, claim, or equity interest of any nature whatsoever in such real property; (e) copies of all licenses, permits, and other governmental authorizations (or requests or applications therefor) pursuant to which Bauer carries on or proposes to carry on its business (except those which, in the aggregate, are immaterial to the present or proposed business of Bauer); (f) a schedule listing the accounts receivable and notes and other obligations receivable of Bauer as of June 30, 2001, or thereafter other than in the ordinary course of business of Bauer, indicating the debtor and amount, and classifying the accounts to show in reasonable detail the length of time, if any, overdue, and stating the nature and amount of any refunds, set offs, reimbursements, discounts, or other adjustments, which are in the aggregate material and due to or claimed by such debtor; (g) a schedule listing the accounts payable and notes and other obligations payable of Bauer as of June 30, 2001, or that arose thereafter other than in the ordinary course of the business of Bauer, indicating the creditor and amount, classifying the accounts to show in reasonable detail the length of time, if any, overdue, and stating the nature and amount of any refunds, set offs, reimbursements, discounts, or other adjustments, which in the aggregate are material and due to or claimed by Bauer respecting such obligations; (h) a schedule setting forth a description of any material adverse change in the business, operations, property, inventory, assets, or condition of Bauer since June 30, 2001, required to be provided pursuant to section 1.07 hereof; and (i) a schedule setting forth any other information, together with any required copies of documents, required to be disclosed in the Bauer Schedules by Sections 1.01 through 1.16. Bauer shall cause the Bauer Schedules and the instruments and data delivered to Finders hereunder to be promptly updated after the date hereof up to and including the Closing Date. It is understood and agreed that not all of the schedules referred to above have been completed or are available to be furnished by Bauer. Bauer shall have until October 31, 2001 to provide such schedules. If Bauer cannot or fails to do so, or if Finders acting reasonably finds any such schedules or updates provided after the date hereof to be unacceptable according to the criteria set forth below, Finders may terminate this Agreement by giving written notice to Bauer within five (5) days after the schedules or updates were due to be produced or were provided. For purposes of the foregoing, Finders may consider a disclosure in the Bauer Schedules to be "unacceptable" only if that item would have a material adverse impact on the financial statements listed in Section 1.04(a), taken as a whole. Section 1.18 Bank Accounts; Power of Attorney. Set forth in Schedule 1.18 is a true and complete list of (a) all accounts with banks, money market mutual funds or securities or other financial institutions maintained by Bauer within the past twelve (12) months, the account numbers thereof, and all persons authorized to sign or act on behalf of Bauer, (b) all safe deposit boxes and other similar custodial arrangements maintained by Bauer within the past twelve (12) months, and (c) the names of all persons holding powers of attorney from Bauer or who are otherwise authorized to act on behalf of Bauer with respect to any matter, other than its officers and directors, and a summary of the terms of such powers or authorizations. Section 1.19 Valid Obligation. This Agreement and all agreements and other documents executed by Bauer in connection herewith constitute the valid and binding obligation of Bauer, enforceable in accordance with its or their terms, except as may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors' rights generally and subject to the qualification that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought. ARTICLE II REPRESENTATIONS, COVENANTS, AND WARRANTIES OF FINDERS As an inducement to, and to obtain the reliance of Bauer and the Bauer Shareholders, except as set forth in the Finders Schedules (as hereinafter defined), Finders represents and warrants as follows: Section 2.01 Organization. Finders is a corporation duly organized, validly existing, and in good standing under the laws of the State of Nevada and has the corporate power and is duly authorized, qualified, franchised, and licensed under all applicable laws, regulations, ordinances, and orders of public authorities to own all of its properties and assets, to carry on its business in all material respects as it is now being conducted, and except where failure to be so qualified would not have a material adverse effect on its business, there is no jurisdiction in which it is not qualified in which the character and location of the assets owned by it or the nature of the business transacted by it requires qualification. Included in the Finders Schedules are complete and correct copies of the certificate of incorporation and bylaws of Finders as in effect on the date hereof. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not, violate any provision of Finders' certificate of incorporation or bylaws. Finders has taken all action required by law, its certificate of incorporation, its bylaws, or otherwise to authorize the execution and delivery of this Agreement, and Finders has full power, authority, and legal right and has taken all action required by law, its certificate of incorporation, bylaws, or otherwise to consummate the transactions herein contemplated. Section 2.02 Capitalization. Finders's authorized capitalization consists of 200,000,000 shares of common stock, par value $.001 of which 3,314,206 shares will be issued and outstanding at the Closing as defined in Section 3.03 (the "Original Finders Shares") and 25,000,000 shares of preferred stock, $.001 par value of which 10,000 Series A Redeemable preferred stock are issued and outstanding. All issued and outstanding shares are legally issued, fully paid, and non-assessable and not issued in violation of the preemptive or other rights of any person. Section 2.03 Subsidiaries and Predecessor Corporations. Finders does not have any predecessor corporation(s) or subsidiaries, and does not own, beneficially or of record, any shares of any other corporation, except as disclosed in Schedule 2.03. For purposes hereinafter, the term "Finders" also includes those subsidiaries, if any, set forth on Schedule 2.03. Section 2.04 Securities Filings; Financial Statements. (a) For at least the past twelve months Finders has timely filed all forms, reports and documents required to be filed with the Securities and Exchange Commission, and has heretofore delivered to Bauer, in the form filed with the Commission, (i) all quarterly and annual reports on Forms 10-QSB and 10-KSB filed since June 30, 1999, (ii) all other reports filed by Finders with the Securities and Exchange Commission since June 30, 1999 (collectively, the "SEC Reports") and (iii) all comment letters from the Securities and Exchange Commission with respect to the SEC Reports. The SEC Reports (i) were prepared in accordance with the requirements of the Securities Exchange Act of 1934 or the Securities Act of 1933, as appropriate, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) Included in the Finders Schedules are (i) the unaudited balance sheets of Finders and the related statements of operations and cash flows as of and for the six months ended June 30, 2001 and (ii) the audited balance sheets of Finders as of December 31, 1999 and 2000, and the related audited statements of operations, stockholders' equity and cash flows for the two fiscal years ended December 31, 1999 and December 31, 2000, together with the notes to such statements and the opinion of Stark, Tinter & Associates, LLC, independent certified public accountants, with respect thereto, all as set forth in the SEC Reports. (c) All such financial statements have been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods involved. The Finders balance sheets present fairly as of their respective dates the financial condition of Finders. As of the date of such balance sheets, except as and to the extent reflected or reserved against therein, Finders had no liabilities or obligations (absolute or contingent) which should be reflected in the balance sheets or the notes thereto prepared in accordance with generally accepted accounting principles, and all assets reflected therein are properly reported and present fairly the value of the assets of Finders, in accordance with generally accepted accounting principles. The statements of operations, stockholders' equity and cash flows reflect fairly the information required to be set forth therein by generally accepted accounting principles. (d) Finders has no liabilities with respect to the payment of any federal, state, county, local or other taxes (including any deficiencies, interest or penalties), except for taxes accrued but not yet due and payable. (e) Finders has timely filed all state, federal or local income and/or franchise tax returns required to be filed by it from inception to the date hereof. Each of such income tax returns reflects the taxes due for the period covered thereby, except for amounts which, in the aggregate, are immaterial. (f) The books and records, financial and otherwise, of Finders are in all material aspects complete and correct and have been maintained in accordance with good business and accounting practices. (g) All of Finders' assets are reflected on its financial statements, and, except as set forth in the Finders Schedules or the financial statements of Finders or the notes thereto, Finders has no material liabilities, direct or indirect, matured or unmatured, contingent or otherwise. Section 2.05 Information. The information concerning Finders set forth in this Agreement and the Finders Schedules is complete and accurate in all material respects and does not contain any untrue statements of a material fact or omit to state a material fact required to make the statements made, in light of the circumstances under which they were made, not misleading. In addition, Finders has fully disclosed in writing to Bauer (through this Agreement or the Finders Schedules) all information relating to matters involving Finders or its assets or its present or past operations or activities which (i) indicated or may indicate, in the aggregate, the existence of a greater than $25,000 liability or diminution in value, (ii) have led or may lead to a competitive disadvantage on the part of Finders or (iii) either alone or in aggregation with other information covered by this Section, otherwise have led or may lead to a material adverse effect on the transactions contemplated herein or on Finders, its assets, or its operations or activities as presently conducted or as contemplated to be conducted after the Closing Date, including, but not limited to, information relating to governmental, employee, environmental, litigation and securities matters and transactions with affiliates. Section 2.06 Options or Warrants. There are no existing options, warrants, calls, or commitments of any character relating to the authorized and unissued stock of Finders. Section 2.07 Absence of Certain Changes or Events. Except as disclosed in Exhibit 2.07, or permitted in writing by Bauer, since the date of the most recent Finders balance sheet: (a) there has not been (i) any material adverse change in the business, operations, properties, assets or condition of Finders or (ii) any damage, destruction or loss to Finders (whether or not covered by insurance) materially and adversely affecting the business, operations, properties, assets or condition of Finders; (b) Finders has not (i) amended its certificate of incorporation or bylaws; (ii) declared or made, or agreed to declare or make any payment of dividends or distributions of any assets of any kind whatsoever to stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are outside of the ordinary course of business or material considering the business of Finders; (iv) made any material change in its method of management, operation, or accounting; (v) entered into any transactions or agreements other than in the ordinary course of business; (vi) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its salaried employees whose monthly compensation exceed $1,000; or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement, made to, for or with its officers, directors, or employees; (c) Finders has not (i) granted or agreed to grant any options, warrants, or other rights for its stock, bonds, or other corporate securities calling for the issuance thereof; (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) except liabilities incurred in the ordinary course of business; (iii) paid or agreed to pay any material obligations or liabilities (absolute or contingent) other than current liabilities reflected in or shown on the most recent Finders balance sheet and current liabilities incurred since that date in the ordinary course of business and professional and other fees and expenses in connection with the preparation of this Agreement and the consummation of the transaction contemplated hereby; (iv) sold or transferred, or agreed to sell or transfer, any of its assets, properties, or rights (except assets, properties, or rights not used or useful in its business which, in the aggregate have a value of less than $1000), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value less than $1000); (v) made or permitted any amendment or termination of any contract, agreement, or license to which it is a party if such amendment or termination is material, considering the business of Finders; or (vi) issued, delivered or agreed to issue or deliver, any stock, bonds, or other corporate securities including debentures (whether authorized and unissued or held as treasury stock), except in connection with this Agreement; and (d) to the best knowledge of Finders, it has not become subject to any law or regulation which materially and adversely affects, or in the future, may adversely affect, the business, operations, properties, assets or condition of Finders. Section 2.08 Title and Related Matters. Finders has good and marketable title to all of its properties, inventory, interest in properties, and assets, real and personal, which are reflected in the most recent Finders balance sheet or acquired after that date (except properties, inventory, interest in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business), free and clear of all liens, pledges, charges, or encumbrances except (a) statutory liens or claims not yet delinquent; (b) such imperfections of title and easements as do not and will not materially detract from or interfere with the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties; and (c) as described in the Finders Schedules. Except as set forth in the Finders Schedules, Finders owns, free and clear of any liens, claims, encumbrances, royalty interests, or other restrictions or limitations of any nature whatsoever, any and all products it is currently manufacturing, including the underlying technology and data, and all procedures, techniques, marketing plans, business plans, methods of management, or other information utilized in connection with Finders's business. Except as set forth in the Finders Schedules, no third party has any right to, and Finders has not received any notice of infringement of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, know-how, propriety techniques, trademarks, service marks, trade names, or copyrights which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a materially adverse effect on the business, operations, financial condition, income, or business prospects of Finders or any material portion of its properties, assets, or rights. Section 2.09 Litigation and Proceedings. There are no actions, suits, proceedings or investigations pending or, to the knowledge Finders after reasonable investigation, threatened by or against Finders or affecting Finders or its properties, at law or in equity, before any court or other governmental agency or instrumentality, domestic or foreign, or before any arbitrator of any kind except as disclosed in Schedule 2.09. Finders has no knowledge of any default on its part with respect to any judgement, order, writ, injunction, decree, award, rule or regulation of any court, arbitrator, or governmental agency or instrumentality or any circumstance which after reasonable investigation would result in the discovery of such default. Section 2.10 Contracts. ---------- (a) Finders is not a party to, and its assets, products, technology and properties are not bound by, any material contract, franchise, license agreement, agreement, debt instrument or other commitments whether such agreement is in writing or oral, except as disclosed in Schedule 2.10. (b) All contracts, agreements, franchises, license agreements, and other commitments to which Finders is a party or by which its properties are bound and which are material to the operations of Finders taken as a whole are valid and enforceable by Finders in all respects, except as limited by bankruptcy and insolvency laws and by other laws affecting the rights of creditors generally; (c) Finders is not a party to or bound by, and the properties of Finders are not subject to any contract, agreement, other commitment or instrument; any charter or other corporate restriction; or any judgment, order, writ, injunction, decree, or award which materially and adversely affects, the business operations, properties, assets, or condition of Finders; and (d) Except as included or described in the Finders Schedules or reflected in the most recent Finders balance sheet, Finders is not a party to any oral or written (i) contract for the employment of any officer or employee which is not terminable on 30 days, or less notice; (ii) profit sharing, bonus, deferred compensation, stock option, severance pay, pension benefit or retirement plan, (iii) agreement, contract, or indenture relating to the borrowing of money, (iv) guaranty of any obligation, other than one on which Finders is a primary obligor, for the borrowing of money or otherwise, excluding endorsements made for collection and other guaranties of obligations which, in the aggregate do not exceed more than one year or providing for payments in excess of $25,000 in the aggregate; (vi) collective bargaining agreement; or (vii) agreement with any present or former officer or director of Finders. Section 2.11 Material Contract Defaults. Finders is not in default in any material respect under the terms of any outstanding contract, agreement, lease, or other commitment which is material to the business, operations, properties, assets or condition of Finders and there is no event of default in any material respect under any such contract, agreement, lease, or other commitment in respect of which Finders has not taken adequate steps to prevent such a default from occurring. Section 2.12 No Conflict With Other Instruments. The execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in the breach of any term or provision of, constitute a default under, or terminate, accelerate or modify the terms of, any indenture, mortgage, deed of trust, or other material agreement or instrument to which Finders is a party or to which any of its assets or operations are subject. Section 2.13 Governmental Authorizations. Finders has all licenses, franchises, permits, and other governmental authorizations, that are legally required to enable it to conduct its business operations in all material respects as conducted on the date hereof. Except for compliance with federal and state securities or corporation laws, as hereinafter provided, no authorization, approval, consent or order of, of registration, declaration or filing with, any court or other governmental body is required in connection with the execution and delivery by Finders of this Agreement and the consummation by Finders of the transactions contemplated hereby. Section 2.14 Compliance With Laws and Regulations. To the best of its knowledge, Finders has complied with all applicable statutes and regulations of any federal, state, or other applicable governmental entity or agency thereof, except to the extent that noncompliance would not materially and adversely affect the business, operations, properties, assets or condition of Finders or except to the extent that noncompliance would not result in the occurrence of any material liability. This compliance includes, but is not limited to, the filing of all reports to date with federal and state securities authorities. Section 2.15 Insurance. All of the properties of Finders are fully insured for their full replacement cost. Section 2.16 Approval of Agreement. The board of directors of Finders has authorized the execution and delivery of this Agreement by Finders and has approved this Agreement and the transactions contemplated hereby and will recommend to its shareholders that they approve this Agreement and the transactions contemplated hereby. Section 2.17 Continuity of Business Enterprises. Finders has no commitment or present intention to liquidate Bauer or sell or otherwise dispose of a material portion of Bauer's business or assets following the consummation of the transactions contemplated hereby. Section 2.18 Material Transactions or Affiliations. Except as disclosed herein and in the Finders Schedules, there exists no contract, agreement or arrangement between Finders and any predecessor and any person who was at the time of such contract, agreement or arrangement an officer, director, or person owning of record or known by Finders to own beneficially, 5% or more of the issued and outstanding common stock of Finders and which is to be performed in whole or in part after the date hereof or was entered into not more than three years prior to the date hereof. Neither any officer, director, nor 5% shareholder of Finders has, or has had since inception of Finders, any known interest, direct or indirect, in any such transaction with Finders which was material to the business of Finders. Finders has no commitment, whether written or oral, to lend any funds to, borrow any money from, or enter into any other transaction with, any such affiliated person. Section 2.19 Labor Relations. Finders has not had work stoppage resulting from labor problems. To the knowledge of Finders, no union or other collective bargaining organization is organizing or attempting to organize any employee of Finders. Section 2.20 Finders Schedules. Finders has delivered to Bauer the following schedules, which are collectively referred to as the "Finders Schedules" and which consist of separate schedules, which are dated the date of this Agreement, all certified by the chief executive officer of Finders to be complete, true, and accurate in all material respects as of the date of this Agreement: (a) a schedule containing complete and accurate copies of the certificate of incorporation and bylaws of Finders as in effect as of the date of this Agreement; (b) a schedule containing the financial statements of Finders identified in paragraph 2.04(b); (c) a Schedule 2.20(c) containing a list indicating the name and address of each shareholder of Finders together with the number of shares owned by him, her or it; (d) a schedule containing a description of all real property owned by Finders, together with a description of every mortgage, deed of trust, pledge, lien, agreement, encumbrance, claim, or equity interest of any nature whatsoever in such real property; (e) copies of all licenses, permits, and other governmental authorizations (or requests or applications therefor) pursuant to which Finders carries on or proposes to carry on its business (except those which, in the aggregate, are immaterial to the present or proposed business of Finders); (f) a schedule listing the accounts receivable and notes and other obligations receivable of Finders as of June 30, 2001, or thereafter other than in the ordinary course of business of Finders, indicating the debtor and amount, and classifying the accounts to show in reasonable detail the length of time, if any, overdue, and stating the nature and amount of any refunds, set offs, reimbursements, discounts, or other adjustments which are in the aggregate material and due to or claimed by such debtor; (g) a schedule listing the accounts payable and notes and other obligations payable of Finders as of June 30, 2001, or that arose thereafter other than in the ordinary course of the business of Finders, indicating the creditor and amount, classifying the accounts to show in reasonable detail the length of time, if any, overdue, and stating the nature and amount of any refunds, set offs, reimbursements, discounts, or other adjustments, which in the aggregate are material and due to or claimed by Finders respecting such obligations; (h) a schedule setting forth a description of any material adverse change in the business, operations, property, inventory, assets, or condition of Finders since June 30, 2001 required to be provided pursuant to section 2.07 hereof; and (i) a schedule setting forth any other information, together with any required copies of documents, required to be disclosed in the Finders Schedules by Sections 2.01 through 2.19. Finders shall cause the Finders Schedules and the instruments and data delivered to Bauer hereunder to be promptly updated after the date hereof up to and including the Closing Date. It is understood and agreed that not all of the schedules referred to above have been completed or are available to be furnished by Finders. Finders shall have until October 31, 2001 to provide such schedules. If Finders cannot or fails to do so, or if Bauer acting reasonably finds any such schedules or updates provided after the date hereof to be unacceptable according to the criteria set forth below, Bauer may terminate this Agreement by giving written notice to Finders within five (5) days after the schedules or updates were due to be produced or were provided. For purposes of the foregoing, Bauer may consider a disclosure in the Finders Schedules to be "unacceptable" only if that item would have a material adverse impact on the financial statements listed in Section 2.04(b), taken as a whole. Section 2.21 Bank Accounts; Power of Attorney. Set forth in Schedule 2.21 is a true and complete list of (a) all accounts with banks, money market mutual funds or securities or other financial institutions maintained by Finders within the past twelve (12) months, the account numbers thereof, and all persons authorized to sign or act on behalf of Finders, (b) all safe deposit boxes and other similar custodial arrangements maintained by Finders within the past twelve (12) months, and (c) the names of all persons holding powers of attorney from Finders or who are otherwise authorized to act on behalf of Finders with respect to any matter, other than its officers and directors, and a summary of the terms of such powers or authorizations. Section 2.22 Valid Obligation. This Agreement and all agreements and other documents executed by Finders in connection herewith constitute the valid and binding obligation of Finders, enforceable in accordance with its or their terms, except as may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors' rights generally and subject to the qualification that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought. Section 2.23 Liabilities. Finders acknowledges that it will have no liabilities outstanding as of Closing at that term is defined in Section 3.03. ARTICLE III PLAN OF EXCHANGE Section 3.01 The Exchange. On the terms and subject to the conditions set forth in this Agreement, on the Closing Date (as defined in Section 3.03), each Bauer Shareholder who shall elect to accept the exchange offer described herein (the "Accepting Shareholders"), shall assign, transfer and deliver, free and clear of all liens, pledges, encumbrances, charges, restrictions or known claims of any kind, nature, or description, the number of shares of common stock of Bauer set forth on Schedule 1.17(c) attached hereto, in the aggregate constituting 100% of the issued and outstanding shares of common stock of Bauer held by each of such shareholders; the objective of such Exchange being the acquisition by Finders of 100% of the issued and outstanding common stock of Bauer. In exchange for the transfer of such securities by the Bauer Shareholders, Finders shall issue to the Bauer Shareholders (1) an aggregate of 30,744,000 of common stock of Finders (the "Initial Shares"). At the Closing, each Bauer Shareholder shall, on surrender of his certificate or certificates representing such Bauer shares to Finders or its registrar or transfer agent, be entitled to receive a certificate or certificates evidencing his proportionate interest in the Initial Shares. Upon consummation of the transaction contemplated herein, assuming participation by all of the Bauer Shareholders, all of the shares of capital stock of Bauer shall be held by Finders. Section 3.02 Anti-Dilution. The number of shares of Finders common stock issuable upon exchange pursuant to Section 3.01 shall be appropriately adjusted to take into account any other stock split, stock dividend, reverse stock split, recapitalization, or similar change in the Finders common stock which may occur (i) between the date of the execution of this Agreement and the Closing Date, as to the Initial Shares, and (ii) between the date of the execution of this Agreement and the release date, as to the Additional Shares. Section 3.03 Closing. The closing ("Closing") of the transactions contemplated by this Agreement shall be on a date and at such time as the parties may agree ("Closing Date") but not later than October 8, 2001, subject to the right of Finders or Bauer to extend such Closing Date by up to an additional sixty (60) days. Such Closing shall take place at a mutually agreeable time and place. Section 3.04 Closing Events. At the Closing, Finders, Bauer and each of the Accepting Shareholders shall execute, acknowledge, and deliver (or shall ensure to be executed, acknowledged, and delivered) any and all certificates, opinions, financial statements, schedules, agreements, resolutions, rulings or other instruments required by this Agreement to be so delivered at or prior to the Closing, together with such other items as may be reasonably requested by the parties hereto and their respective legal counsel in order to effectuate or evidence the transactions contemplated hereby. Among other things, Finders shall provide an opinion of counsel acceptable to Bauer as to such matters as Bauer may reasonably request, which shall include, but not be limited to, a statement, to the effect that to such counsel's best knowledge, after reasonable investigation, from inception until the Closing Date, Finders has complied with all applicable statutes and regulations of any federal, state, or other applicable governmental entity or agency thereof, except to the extent that noncompliance would not materially and adversely affect the business, operations, properties, assets or condition of Finders or except to the extent that noncompliance would not result in the occurrence of any material liability (such compliance including, but not being limited to, the filing of all reports to date with federal and state securities authorities). Section 3.05 Termination. (a) This Agreement may be terminated by the board of directors of either Finders or Bauer at any time prior to the Closing Date if: (i) there shall be any actual or threatened action or proceeding before any court or any governmental body which shall seek to restrain, prohibit, or invalidate the transactions contemplated by this Agreement and which, in the judgement of such board of directors, made in good faith and based upon the advice of its legal counsel, makes it inadvisable to proceed with the Exchange; or (ii) any of the transactions contemplated hereby are disapproved by any regulatory authority whose approval is required to consummate such transactions (which does not include the Securities and Exchange Commission) or in the judgement of such board of directors, made in good faith and based on the advice of counsel, there is substantial likelihood that any such approval will not be obtained or will be obtained only on a condition or conditions which would be unduly burdensome, making it inadvisable to proceed with the Exchange. In the event of termination pursuant to this paragraph (a) of Section 3.05, no obligation, right or liability shall arise hereunder, and each party shall bear all of the expenses incurred by it in connection with the negotiation, drafting, and execution of this Agreement and the transactions herein contemplated. (b) This Agreement may be terminated by the board of directors of Finders at any time prior to the Closing Date if: (i) there shall have been any change after the date of the latest balance sheet of Bauer in the assets, properties, business, or financial condition of Bauer, which could have a materially adverse effect on the financial statements of Bauer listed in Section 1.04(a) taken as a whole, except any changes disclosed in the Bauer Schedules; (ii) the board of directors of Finders determines in good faith that one or more of Finders' conditions to Closing has not occurred, through no fault of Finders. (iii) Finders takes the termination action specified in Section 1.18 as a result of Bauer Schedules or updates thereto which Finders finds unacceptable; (iv) on or before September 20, 2001, Finders notifies Bauer that Finders' investigation pursuant to Section 4.01 below has uncovered information which it finds unacceptable by the same criteria set forth in Section 1.17; or (v) Bauer shall fail to comply in any material respect with any of its covenants or agreements contained in this Agreement or if any of the representations or warranties of Bauer contained herein shall be inaccurate in any material respect, where such noncompliance or inaccuracy has not been cured within ten (10) days after written notice thereof. If this Agreement is terminated pursuant to this paragraph (b) of Section 3.05, this Agreement shall be of no further force or effect, and no obligation, right or liability shall arise hereunder, except that both parties shall bear their own costs in connection with the negotiation, preparation, and execution of this Agreement and qualifying the offer and sale of securities to be issued in the Exchange under the registration requirements, or exemption from the registration requirements, of state and federal securities laws. (c) This Agreement may be terminated by the board of directors of Bauer at any time prior to the Closing Date if: (i) there shall have been any change after the date of the latest balance sheet of Finders in the assets, properties, business or financial condition of Finders, which could have a material adverse effect on the financial statements of Finders listed in Section 2.04(b) taken as a whole, except any changes disclosed in the Finders Schedules; (ii) the board of directors of Bauer determines in good faith that one or more of Bauer's conditions to Closing has not occurred, through no fault of Bauer; (iii) Bauer takes the termination action specified in Section 2.20 as a result of Finders Schedules or updates thereto which Bauer finds unacceptable; (iv) on or before September 30, 2001 Bauer notifies Finders that Bauer's investigation pursuant to Section 4.01 below has uncovered information which it finds unacceptable by the same criteria set forth in Section 2.20; or (v) Finders shall fail to comply in any material respect with any of its covenants or agreements contained in this Agreement or if any of the representations or warranties of Finders contained herein shall be inaccurate in any material respect, where such noncompliance or inaccuracy has not been cured within ten (10) days after written notice thereof. If this Agreement is terminated pursuant to this paragraph (c) of Section 3.05, this Agreement shall be of no further force or effect, and no obligation, right or liability shall arise hereunder, except that Finders shall bear its own costs as well as the reasonable costs of Bauer and its principal shareholders incurred in connection with the negotiation, preparation and execution of this Agreement. ARTICLE IV SPECIAL COVENANTS Section 4.01 Access to Properties and Records. Finders and Bauer will each afford to the officers and authorized representatives of the other full access to the properties, books and records of Finders or Bauer, as the case may be, in order that each may have a full opportunity to make such reasonable investigation as it shall desire to make of the affairs of the other, and each will furnish the other with such additional financial and operating data and other information as to the business and properties of Finders or Bauer, as the case may be, as the other shall from time to time reasonably request. Without limiting the foregoing, as soon as practicable after the end of each fiscal quarter (and in any event through the last fiscal quarter prior to the Closing Date), each party shall provide the other with quarterly internally prepared and unaudited financial statements. Section 4.02 Delivery of Books and Records. At the Closing, Bauer shall deliver to Finders the originals of the corporate minute books, books of account, contracts, records, and all other books or documents of Bauer now in the possession of Bauer or its representatives. Section 4.03 Third Party Consents and Certificates. Finders and Bauer agree to cooperate with each other in order to obtain any required third party consents to this Agreement and the transactions herein contemplated. Section 4.04 Name Change. At or prior to the Closing Date, Finders' Board of Directors shall have approved an amendment to the certificate of incorporation to change the name of Finders to "The Bauer Partnership, Inc." Such amendment shall be carried out promptly upon approval of the same by the shareholders of Finders. Section 4.05 Finders Shareholder Meeting. Finders shall call a special shareholders meeting to be held on or prior to the Closing Date at which meeting the shareholders of Finders shall be requested to approve, and Finders' Board of Directors shall recommend approval of, the terms of this Agreement, including the name change described in Section 4.04 and such other matters as shall require shareholder approval hereunder. Section 4.06 Consent of Bauer Shareholders. Bauer shall use its best efforts to obtain the consent of all Bauer Shareholders to participate in the Exchange. Section 4.07 Designation of Directors and Officers. On or before the Closing Date, Finders shall increase its board of directors to seven (7) persons. F. Bryson Farrill shall be designated as Chairman of the Board of Finders and Ron Bauer, Charles Henry de Beaumont, Gareth Evans, Dr. Jacques L. Fischer, Joseph T. Bauer and Wayne Daley shall be designated as additional board members. Section 4.08 Exclusive Dealing Rights. Until 5:00 P.M. Eastern Daylight Time on October 8, 2001. (a) In recognition of the substantial time and effort which Finders has spent and will continue to spend in investigating Bauer and its business and in addressing the matters related to the transactions contemplated herein, each of which may preempt or delay other management activities, neither Bauer, nor any of its officers, employees, representatives or agents will directly or indirectly solicit or initiate any discussions or negotiations with, or, except where required by fiduciary obligations under applicable law as advised by counsel, participate in any negotiations with or provide any information to or otherwise cooperate in any other way with, or facilitate or encourage any effort or attempt by, any corporation, partnership, person or other entity or group (other than Finders and its directors, officers, employees, representatives and agents) concerning any merger, sale of substantial assets, sale of shares of capital stock, (including without limitation, any public or private offering of the common stock of Bauer) or similar transactions involving Bauer (all such transactions being referred to as "Bauer Acquisition Transactions"). If Bauer receives any proposal with respect to a Bauer Acquisition Transaction, it will immediately communicate to Finders the fact that it has received such proposal and the principal terms thereof. (b) In recognition of the substantial time and effort which Bauer has spent and will continue to spend in investigating Finders and its business and in addressing the matters related to the transactions contemplated herein, each of which may preempt or delay other management activities, neither Finders, nor any of its officers, employees, representatives or agents will directly or indirectly solicit or initiate any discussions or negotiations with, or, except where required by fiduciary obligations under applicable law as advised by counsel, participate in any negotiations with or provide any information to or otherwise cooperate in any other way with, or facilitate or encourage any effort or attempt by, any corporation, partnership, person or other entity or group (other than Bauer and its directors, officers, employees, representatives and agents) concerning any merger, sale of substantial assets, sale of shares of capital stock, (including without limitation, any public or private offering of the common stock of Finders or similar transactions involving Finders (all such transactions being referred to as "Finders Acquisition Transactions"). If Finders receives any proposal with respect to a Finders Acquisition Transaction, it will immediately communicate to Bauer the fact that it has received such proposal and the principal terms thereof. Section 4.09 Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Finders Schedules or Bauer Schedules or as permitted or contemplated by this Agreement, Finders (subject to paragraph (d) below) and Bauer respectively, will each: (i) carry on its business in substantially the same manner as it has heretofore; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; (iii)maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; (iv) perform in all material respects all of its obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business; (v) use its best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state laws and all rules, regulations, and orders imposed by federal or state governmental authorities. (b) From and after the date of this Agreement until the Closing Date, neither Finders nor Bauer will: (i) make any changes in their articles or certificate of incorporation or bylaws; (ii) take any action described in Section 1.07 in the case of Bauer, or in Section 2.07, in the case of Finders (all except as permitted therein or as disclosed in the applicable party's schedules); (iii)enter into or amend any contract, agreement, or other instrument of any of the types described in such party's schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or (iv) sell any assets or discontinue any operations (other than the Divestiture), sell any shares of capital stock (other than as contemplated in Sections 4.07 and 4.08 hereof and the sale of securities underlying existing warrants or options of Finders) or conduct any similar transactions other than in the ordinary course of business. (C) In light of the fact that Bauer's shareholders will control Finders as a result of the Exchange, from and after the date of this Agreement until the Closing Date, Finders shall take no action which is material to its business without the prior written approval of Bauer, which Bauer may give or withhold in its sole discretion after consultation with Finders. Section 4.10 Sales Under Rule 144 or 145,If Applicable. (a) Finders will use its best efforts to at all times comply with the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including timely filing of all periodic reports required under the provisions of the Exchange Act and the rules and regulations promulgated thereunder. (b) Upon being informed in writing by any such person holding restricted stock of Finders that such person intends to sell any shares under Rule 144, Rule 145 or Regulation S promulgated under the Securities Act (including any rule adopted in substitution or replacement thereof), Finders will certify in writing to such person that it has filed all of the reports required to be filed by it under the Exchange Act to enable such person to sell such person's restricted stock under Rule 144, 145 or Regulation S, as may be applicable in the circumstances, or will inform such person in writing that it has not filed any such report or reports. (c) If any certificate representing any such restricted stock is presented to Finders' transfer agent for registration of transfer in connection with any sale theretofore made under Rule 144, 145 or Regulation S, provided such certificate is duly endorsed for transfer by the appropriate person(s) or accompanied by a separate stock power duly executed by the appropriate person(s) in each case with reasonable assurances that such endorsements are genuine and effective, and is accompanied by an opinion of counsel satisfactory to Finders and its counsel that the stock transfer has complied with the requirements of Rule 144, 145 or Regulation S, as the case may be, Finders will promptly instruct its transfer agent to register such shares and to issue one or more new certificates representing such shares to the transferee and, if appropriate under the provisions of Rule 144, 145 or Regulation S, as the case may be, free of any stop transfer order or restrictive legend. The provisions of this Section 4.11 shall survive the Closing and the consummation of the transactions contemplated by this Agreement. Section 4.11 Indemnification. (a) Bauer hereby agrees to indemnify Finders and each of the officers, agents and directors of Finders as of the date of execution of this Agreement against any loss, liability, claim, damage, or expense (including, but not limited to, any and all expense whatsoever reasonably incurred in investigating, preparing, or defending against any litigation, commenced or threatened, or any claim whatsoever), to which it or they may become subject arising out of or based on any inaccuracy appearing in or misrepresentations made under Article I of this Agreement. The indemnification provided for in this paragraph shall survive the Closing and consummation of the transactions contemplated hereby and termination of this Agreement. (b) Finders hereby agrees to indemnify Bauer and each of the officers, agents, and directors of Bauer and each of the Bauer Shareholders as of the date of execution of this Agreement against any loss, liability, claim, damage, or expense (including, but not limited to, any and all expense whatsoever reasonably incurred in investigating, preparing, or defending against any litigation, commenced or threatened, or any claim whatsoever), to which it or they may become subject arising out of or based on any inaccuracy appearing in or misrepresentation made under Article II of this Agreement. The indemnification provided for in this paragraph shall survive the Closing and consummation of the transactions contemplated hereby and termination of this Agreement. Section 4.12 Limitation of Subsequent Corporate Actions. It is expressly understood and agreed that Finders, the shareholders of Bauer, and their affiliates, will take all steps necessary to ensure that for a period of twelve months following this Agreement: (a) there shall be no reverse split of the Finders' common stock; (b) and that the assets of Bauer shall remain in Finders as part of its business operations; (c) that Bauer will not issue shares for any consideration less than $1 per share, except as part of Bauer's current private placement . Section 4.13 Indemnification of Subsequent Corporate Actions. (a) No officer, director, controlling shareholder, agent or representative of Finders, or any other person currently affiliated with Finders, has offered or agreed to assist in the promotion, market making, development, enhancement, or support of Finders' business, capital raising, or securities market. (b) Bauer hereby represents and warrants that it will indemnify and hold harmless any officer, director, controlling shareholder, agent or representative of Finders, or any other person affiliated with Finders, from any decisions, activities, or conduct of Finders contemporaneous with, or subsequent to this Agreement. ARTICLE V CONDITIONS PRECEDENT TO OBLIGATIONS OF FINDERS The obligations of Finders under this Agreement are subject to the satisfaction, at or before the Closing Date, of the following conditions: Section 5.01 Accuracy of Representations and Performance of Covenants. The representations and warranties made by Bauer in this Agreement were true when made and shall be true at the Closing Date with the same force and effect as if such representations and warranties were made at and as of the Closing Date (except for changes therein permitted by this Agreement). Bauer shall have performed or complied with all covenants and conditions required by this Agreement to be performed or complied with by Bauer prior to or at the Closing. Finders shall be furnished with a certificate, signed by a duly authorized executive officer of Bauer and dated the Closing Date, to the foregoing effect. Section 5.02 Officer's Certificate. Finders shall have been furnished with a certificate dated the Closing Date and signed by a duly authorized officer of Bauer to the effect that no litigation, proceeding, investigation, or inquiry is pending, or to the best knowledge of Bauer threatened, which might result in an action to enjoin or prevent the consummation of the transactions contemplated by this Agreement, or, to the extent not disclosed in the Bauer Schedules, by or against Bauer, which might result in any material adverse change in any of the assets, properties, business, or operations of Bauer. Section 5.03 No Material Adverse Change. Prior to the Closing Date, there shall not have occurred any change in the financial condition, business, or operations of Bauer nor shall any event have occurred which, with the lapse of time or the giving of notice, is determined to be unacceptable using the criteria set forth in Section 1.17. Section 5.04 Good Standing. Finders shall have received a certificate of good standing from the State of Delaware, dated as of a date within thirty days prior to the Closing Date certifying that Bauer is in good standing as a corporation in the State of Delaware. Section 5.05 Approval by Bauer Shareholders. The Exchange shall have been approved, and shares delivered in accordance with Section 3.01, by the holders of not less than ninety percent (90%) of the outstanding common stock of Bauer, unless a lesser number is agreed to by Finders. Section 5.06 No Governmental Prohibition. No order, statute, rule, regulation, executive order, injunction, stay, decree, judgment or restraining order shall have been enacted, entered, promulgated or enforced by any court or governmental or regulatory authority or instrumentality which prohibits the consummation of the transactions contemplated hereby. Section 5.07 Consents. All consents, approvals, waivers or amendments pursuant to all contracts, licenses, permits, trademarks and other intangibles in connection with the transactions contemplated herein, or for the continued operation of Finders and Bauer after the Closing Date on the basis as presently operated shall have been obtained. Section 5.08 Other Items. ------------ (a) Finders shall have received a list of Bauer's shareholders containing the name, address, and number of shares held by each Bauer shareholder as of the date of Closing, certified by an executive officer of Bauer as being true, complete and accurate; and (b) Finders shall have received such further opinions, documents, certificates or instruments relating to the transactions contemplated hereby as Finders may reasonably request. ARTICLE VI CONDITIONS PRECEDENT TO OBLIGATIONS OF BAUER AND THE BAUER SHAREHOLDERS The obligations of Bauer and the Bauer Shareholders under this Agreement are subject to the satisfaction, at or before the Closing Date, of the following conditions: Section 6.01 Accuracy of Representations and Performance of Covenants. The representations and warranties made by Finders in this Agreement were true when made and shall be true as of the Closing Date (except for changes therein permitted by this Agreement) with the same force and effect as if such representations and warranties were made at and as of the Closing Date. Additionally, Finders shall have performed and complied with all covenants and conditions required by this Agreement to be performed or complied with by Finders and shall have satisfied the conditions described below prior to or at the Closing: (a) Immediately prior to the Closing, Finders shall have no more than an aggregate of 3,314,206 shares of common stock issued and outstanding or issuable pursuant to outstanding warrants and options and 10,000 shares of Series A Redeemable preferred stock, excluding any shares and warrants issuable pursuant to the Exchange or the Placement. (b) The shareholders of Finders shall have approved the Exchange and the related transactions described herein. Bauer shall have been furnished with certificates, signed by duly authorized executive officers of Finders and dated the Closing Date, to the foregoing effect. Section 6.02 Officer's Certificate. Bauer shall have been furnished with certificates dated the Closing Date and signed by duly authorized executive officers of Finders, to the effect that no litigation, proceeding, investigation or inquiry is pending, or to the best knowledge of Finders threatened, which might result in an action to enjoin or prevent the consummation of the transactions contemplated by this Agreement or, to the extent not disclosed in the Finders Schedules, by or against Finders, which might result in any material adverse change in any of the assets, properties or operations of Finders. Section 6.03 No Material Adverse Change. Prior to the Closing Date, there shall not have occurred any change in the financial condition, business or operations of Finders nor shall any event have occurred which, with the lapse of time or the giving of notice, is determined to be unacceptable using the criteria set forth in Section 2.20. Section 6.04 Good Standing. Bauer shall have received a certificate of good standing from the Secretary of State of the State of Nevada or other appropriate office, dated as of a date within thirty days prior to the Closing Date certifying that Finders is in good standing as a corporation in the State of Nevada and has filed all tax returns required to have been filed by it to date and has paid all taxes reported as due thereon. Section 6.05 No Governmental Prohibition. No order, statute, rule, regulation, executive order, injunction, stay, decree, judgment or restraining order shall have been enacted, entered, promulgated or enforced by any court or governmental or regulatory authority or instrumentality which prohibits the consummation of the transactions contemplated hereby. Section 6.06 Consents. All consents, approvals, waivers or amendments pursuant to all contracts, licenses, permits, trademarks and other intangibles in connection with the transactions contemplated herein, or for the continued operation of Finders and Bauer after the Closing Date on the basis as presently operated shall have been obtained. Section 6.07 Other Items. Bauer shall have received further opinions, documents, certificates, or instruments relating to the transactions contemplated hereby as Bauer may reasonably request. Section 6.08 Lockup. Stockholders of Finders owning approximately 1,500,000 freely tradeable shares at the Closing shall agree for $10.00 and other good and valuable consideration that for a period of 135 days (the "Lockup Period") after the date of September 22, 2001, the Finder stockholders will not without the prior written consent of Bauer, directly or indirectly, offer for sale, sell, assign, pledge, issue, distribute, grant any option or enter into any contract for sale of or otherwise dispose of (any such action being hereafter referred to as a "Transfer") more than 250,000 of the aggregate shares of Finders or an aggregate of 208,333, in any one of the following three (3), one (1) month periods that hereinafter comprise the Lockup Period. ARTICLE VII MISCELLANEOUS Section 7.01 No Bankruptcy and No Criminal Convictions. None of the Parties to the Agreement, nor their officers, directors or affiliates, promoter or control person, nor any predecessor, thereof have been subject to the following: (a) Any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two (2) years prior to that time; (b) Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (c) Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; and (d) Being found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission (the "SEC") or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated. Section 7.02 Brokers. Finders and Bauer agree that, except as set out on Schedule 7.01 attached hereto, there were no finders or brokers involved in bringing the parties together or who were instrumental in the negotiation, execution or consummation of this Agreement. Finders and Bauer each agree to indemnify the other against any claim by any third person other than those described above for any commission, brokerage, or finder's fee arising from the transactions contemplated hereby based on any alleged agreement or understanding between the indemnifying party and such third person, whether express or implied from the actions of the indemnifying party. Section 7.03 Governing Law. This Agreement shall be governed by, enforced, and construed under and in accordance with the laws of the United States of America and, with respect to the matters of state law, with the laws of the State of Nevada without giving effect to principles of conflicts of law thereunder. Each of the parties (a) irrevocably consents and agrees that any legal or equitable action or proceedings arising under or in connection with this Agreement shall be brought exclusively in the federal courts of the United States, (b) by execution and delivery of this Agreement, irrevocably submits to and accepts, with respect to any such action or proceeding, generally and unconditionally, the jurisdiction of the aforesaid court, and irrevocably waives any and all rights such party may now or hereafter have to object to such jurisdiction. Section 7.04 Notices. Any notice or other communications required or permitted hereunder shall be in writing and shall be sufficiently given if personally delivered to it or sent by telecopy, overnight courier or registered mail or certified mail, postage prepaid, addressed as follows: If to Finders, to: FINDERS KEEPERS, INC. 6975 S. Union Park Center, Ste. 600 Midvale, UT 84047 If to Bauer, to:. THE BAUER PARTNERSHIP, INC. c/o The Bauer Partnership, Inc. 29th Flr., One Canadian Square Canary Wharf London E14 5DY United Kingdom With copies to: Vanderkam & Sanders Attn: David Loev 440 Louisiana, #475 Houston, Texas 77002 or such other addresses as shall be furnished in writing by any party in the manner for giving notices hereunder, and any such notice or communication shall be deemed to have been given (i) upon receipt, if personally delivered, (ii) on the day after dispatch, if sent by overnight courier, (iii) upon dispatch, if transmitted by telecopy and receipt is confirmed by telephone and (iv) three (3) days after mailing, if sent by registered or certified mail. Section 7.05 Attorney's Fees. In the event that either party institutes any action or suit to enforce this Agreement or to secure relief from any default hereunder or breach hereof, the prevailing party shall be reimbursed by the losing party for all costs, including reasonable attorney's fees, incurred in connection therewith and in enforcing or collecting any judgement rendered therein. Section 7.06 Confidentiality. Each party hereto agrees with the other that, unless and until the transactions contemplated by this Agreement have been consummated, it and its representatives will hold in strict confidence all data and information obtained with respect to another party or any subsidiary thereof from any representative, officer, director or employee, or from any books or records or from personal inspection, of such other party, and shall not use such data or information or disclose the same to others, except (i) to the extent such data or information is published, is a matter of public knowledge, or is required by law to be published; or (ii) to the extent that such data or information must be used or disclosed in order to consummate the transactions contemplated by this Agreement. In the event of the termination of this Agreement, each party shall return to the other party all documents and other materials obtained by it or on its behalf and shall destroy all copies, digests, work papers, abstracts or other materials relating thereto, and each party will continue to comply with the confidentiality provisions set forth herein. Section 7.07 Public Announcements and Filings. Unless required by applicable law or regulatory authority, none of the parties will issue any report, statement or press release to the general public, to the trade, to the general trade or trade press, or to any third party (other than its advisors and representatives in connection with the transactions contemplated hereby) or file any document, relating to this Agreement and the transactions contemplated hereby, except as may be mutually agreed by the parties. Copies of any such filings, public announcements or disclosures, including any announcements or disclosures mandated by law or regulatory authorities, shall be delivered to each party at least one (1) business day prior to the release thereof. Section 7.08 Schedules; Knowledge. Each party is presumed to have full knowledge of all information set forth in the other party's schedules delivered pursuant to this Agreement. Section 7.09 Third Party Beneficiaries. This contract is strictly between Finders and Bauer, and, except as specifically provided, no director, officer, stockholder (other than the Bauer Shareholders), employee, agent, independent contractor or any other person or entity shall be deemed to be a third party beneficiary of this Agreement. Section 7.10 Expenses. Subject to Sections 3.05 and 7.04 above, whether or not the Exchange is consummated, each of Finders and Bauer will bear their own respective expenses, including legal, accounting and professional fees, incurred in connection with the Exchange or any of the other transactions contemplated hereby. Section 7.11 Entire Agreement. This Agreement represents the entire agreement between the parties relating to the subject matter thereof and supersedes all prior agreements, understandings and negotiations, written or oral, with respect to such subject matter. Section 7.12 Survival; Termination. The representations, warranties, and covenants of the respective parties shall survive the Closing Date and the consummation of the transactions herein contemplated for a period of two years. Section 7.13 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which taken together shall be but a single instrument. Section 7.14 Amendment or Waiver. Every right and remedy provided herein shall be cumulative with every other right and remedy, whether conferred herein, at law, or in equity, and may be enforced concurrently herewith, and no waiver by any party of the performance of any obligation by the other shall be construed as a waiver of the same or any other default then, theretofore, or thereafter occurring or existing. At any time prior to the Closing Date, this Agreement may by amended by a writing signed by all parties hereto, with respect to any of the terms contained herein, and any term or condition of this Agreement may be waived or the time for performance may be extended by a writing signed by the party or parties for whose benefit the provision is intended. Section 7.15 Best Efforts. Subject to the terms and conditions herein provided, each party shall use its best efforts to perform or fulfill all conditions and obligations to be performed or fulfilled by it under this Agreement so that the transactions contemplated hereby shall be consummated as soon as practicable. Each party also agrees that it shall use its best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective this Agreement and the transactions contemplated herein. Section 7.16 Faxed Copies. For purposes of this Agreement, a faxed signature will constitute an original signature. IN WITNESS WHEREOF, the corporate parties hereto have caused this Agreement to be executed by their respective officers, hereunto duly authorized, as of the date first-above written. ATTEST: FINDERS KEEPERS, INC. BY: /s/ Robert Wallace - -------------------------------- --------------------------------- Secretary or Assistant Secretary President ATTEST: THE BAUER PARTNERSHIP, INC. BY: /s/ Ronald J. Bauer - -------------------------------- --------------------------------- Secretary or Assistant Secretary Ronald J. Bauer, Chief Executive Officer The undersigned shareholders of THE BAUER PARTNERSHIP, INC. hereby agree to participate in the Exchange on the terms set forth above. Subject to Section 7.11 above, each of the undersigned hereby represents and affirms that he has read each of the representations and warranties of THE BAUER PARTNERSHIP, INC. set out in Article I hereof and that, to the best of his knowledge, all of such representations and warranties are true and correct. ______________, individually ______________, individually ______________, individually EX-2.2 4 ex22_8k.txt ADDENDUM NO. 1 TO EXCHANGE AGREEMENT FOR GOOD AND VALUABLE CONSIDERATION, the receipt of which is hereby accepted and acknowledged, by and between The Bauer Partnership, Inc. ("Bauer") and Finder's Keepers Inc. ("Finders") as defined in the Exchange Agreement, the parties agree as follows: (1) Bauer and Finders are in the process of closing the Exchange Agreement and wish to make some modifications to the Exchange Agreement; (2) The capitalization of Bauer has changed and Bauer will have 30,918,000 shares of its common stock issued and outstanding at Closing and the Bauer Shareholders will receive 30,918,000 shares of Finders in exchange for their shares of Bauer at Closing. (3) Bauer has agreed to issue an additional 750,000 shares subject to Rule 144 to the controlling shareholders of Finders at Closing such that the total number of shares of common stock of Finders shall be 4,064,206 shares prior to the issuance of shares to the Bauer Shareholders. (4) Section 4.07 of the Exchange Agreement is modified to read that Finders shall increase its board of directors to five (5) persons with F. Bryson Farrill designated as the Chairman of the Board and Ronald J. Bauer, Dr. Jacques L. Fischer, Joseph T. Bauer, and Geoffrey Button designated as additional board members. (5) Section 6.08 of the Exchange Agreement is modified to read as follows: Lockup. Stockholders of Finders owning approximately 1,500,000 freely tradeable shares at the Closing shall agree for $10.00 and other good and valuable consideration that for a period of 120 days (the "Lockup Period") from Closing, the Finder stockholders will not without the prior written consent of Bauer, directly or indirectly, offer for sale, sell, assign, pledge, issue, distribute, grant any option or enter into any contract for sale of or otherwise dispose of (any such action being hereafter referred to as a "Transfer") more than 250,000 of the aggregate shares of Finders or an aggregate of 208,333, in any one of the following four (4), one (1) month periods that hereinafter comprise the Lockup Period. The Finder stockholders agree to send their stock certificates covering the securities subject to the Lockup to Finder's transfer agent so that an appropriate legend can be placed on the securities. Bauer agrees to have its counsel send a legal opinion to the transfer agent within five days of Closing covering the Lockup Period. Unless specifically modified by this Agreement, all terms and conditions of the Exchange Agreement shall remain in full force and effect. Dated: November 29, 2001 The Bauer Partnership, Inc. By: /s/ Ronal J. Bauer ------------------------------------------- Ronald J. Bauer, Chief Executive Officer Finders Keepers Inc. By: /s/ Nathan Drage -------------------------------------------- Nathan Drage, Counsel EX-3.1 5 ex31_8k.txt ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF FINDERS KEEPERS, INC. Finders Keepers, Inc. pursuant to the provisions of Section 78.390 of the Nevada Revised Statutes, adopts these Amended and Restated Articles which accurately copy the Articles of Incorporation and all amendments in effect to date. The Articles of Incorporation as restated and reflected by these restated Articles of Incorporation are set forth below and contain no other changes in any provisions. The following amendments and additions to the Articles of Incorporation were adopted by unanimous consent of the Board of Directors pursuant to Section 78.315 of the Nevada Revised Statutes and by consent of the majority shareholders pursuant to Section 78.320 of the Nevada Revised Statutes. Article I. Name The name of the corporation is the Bauer Partnership, Inc. Article II. Registered Office & Resident Agent The principal office of the corporation with the State of Nevada is to be located c/o International Venture Capital & Advisory, Inc., 3340 Topaz, Suite 210, Las Vegas, NV 89123. Article III Purposes and Powers The purposes and powers provisions are eliminated as originally stated and condensed as follows: To engage in any lawful activity for which the Corporation may be incorporated under the Nevada General Corporation law. Article IV Capitalization The Capitalization of the corporation is amended to reflect a 1:150 reverse share split and the re-authorization of 200,000,000 shares of common stock, par value, $.001 and the re-authorization of 25,000,000 shares of preferred stock, $.001. A. Preferred Stock The Board of Directors is authorized, subject to the limitations prescribed by law and the provisions of this Article, to provide for the issuance of the shares of Preferred Stock in series, and by filing a certificate pursuant to the applicable law of the State of Nevada, to establish from time to time the number of shares to be included in each such series and to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions thereof. 1. The authority of the Board with respect to each series shall include, but not be limited to, determination of the following: a. The number of shares constituting that series and the distinctive designation of that series; b. The dividend rate on the shares of that series, whether dividends shall be cumulative, and if so, from which date or dates, and the relative rights of priority, if any, of payment of dividends on shares of that series; c. Whether that series shall have voting rights, in addition to the voting rights provided by law, and if so, the terms of such voting rights; d. Whether that series shall have conversion privileges and, if so, the terms and conditions of such conversion, including provision for adjustment of the conversion rate in such events as the Board of Directors shall determine; e. Whether or not the shares of that series shall be redeemable and, if so, the terms and conditions of such redemption, including the date or dates upon or after which they shall be redeemable and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption dates; f. Whether that series shall have a sinking fund for the redemption or purchase of shares of that series and, if so, the terms and amount of such sinking fund; g. The rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution or winding up of the Corporation, and the relative rights of priority, if any, of payment of shares of that series; and h. Any other relative rights, preferences and limitations of that series. 2. Dividends on outstanding shares of Preferred Stock shall be paid or declared and set apart for payment, before any dividends shall be paid or declared and set apart for payment on Common Stock with respect to the same dividend period. 3. If upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the assets available for distribution to holders of shares of Preferred Stock of all series shall be insufficient to pay such holders the full preferential amount to which they are entitled, then such assets shall be distributed ratably among the shares of all series of Preferred Stock in accordance with the respective preferential amounts (including unpaid cumulative dividends, if any) payable with respect thereto. 4. Unless otherwise provided in any resolution of the Board of Directors providing for the issuance of any particular series of Preferred Stock, no holder of Preferred Stock shall have any pre-emptive right as such holder to subscribe for, purchase or receive any part of any new or additional issue of capital stock of any class or series, including unissued and treasury stock, or obligations or other securities convertible into or exchangeable for capital stock of any class or series, or warrants or other instruments evidencing rights or options to subscribe for, purchase or receive any capital stock of any class or series, whether now or hereafter authorized and whether issued for cash or other consideration or by way of dividend. B. Common Stock 1. Subject to the prior and superior rights of the Preferred Stock and on the conditions set forth in the foregoing parts of this Article or in any resolution of the Board of Directors providing for the issuance of any particular series of Preferred Stock, and not otherwise, such dividends (payable in cash, stock or otherwise) as may be determined by the Board of Directors may be declared and paid on the Common Stock from time to time out of any funds legally available therefor. 2. Except as otherwise provided by law, by this Certificate of Incorporation or by the resolution or resolutions of the Board of Directors providing for the issue of any series of the Preferred Stock, the Common Stock shall have the exclusive right to vote for the election of directors and for all other purposes, each holder of the Common Stock being entitled to one vote for each share held. 3. Upon any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, and after the holders of the Preferred Stock of each series shall have been paid in full the amount to which they respectively shall be entitled, or a sum sufficient for such payments in assets of the Corporation shall be distributed pro rata to the holders of the Common Stock in accordance with their respective rights and interests, to the exclusion of the holders of the Preferred Stock. The number of shares of the corporation outstanding at the time of the adoption of the foregoing was 80,880,912 and the number of shares entitled to vote thereon was the same. The number of shares consenting to the action was 66,766,573. The shareholders consenting to the action represent a majority of the issued and outstanding shares. Effective this 4th day of September 2001. /s/ Robert Wallace ------------------------ /s/ Robert Wallace Robert Wallace - ------------------------- Robert Wallace, Secretary EX-3.2 6 ex32_8k.txt AMENDED BYLAWS OF THE BAUER PARTNERSHIP, INC. a Nevada corporation ARTICLE 1. DEFINITIONS 1.1 Definitions. Unless the context clearly requires otherwise, in these Bylaws: (a) "Board" means the board of directors of the Company. (b) "Bylaws" means these bylaws as adopted by the Board and includes amendments subsequently adopted by the Board or by the Stockholders. (c) "Articles of Incorporation" means the Articles of Incorporation of The Bauer Partnership, Inc., as filed with the Secretary of State of the State of Nevada and includes all amendments thereto and restatements thereof subsequently filed. (d) "Company" means The Bauer Partnership, Inc., a Nevada corporation. (e) "Section" refers to sections of these Bylaws. (f) "Stockholder" means stockholders of record of the Company. 1.2 Offices. The title of an office refers to the person or persons who at any given time perform the duties of that particular office for the Company. ARTICLE 2. OFFICES 2.1 Principal Office. The Company may locate its principal office within or without the state of incorporation as the Board may determine. 2.2 Registered Office. The registered office of the Company required by law to be maintained in the state of incorporation may be, but need not be, the same as the principal place of business of the Company. The Board may change the address of the registered office from time to time. 2.3 Other Offices. The Company may have offices at such other places, either within or without the state of incorporation, as the Board may designate or as the business of the Company may require from time to time. ARTICLE 3. MEETINGS OF STOCKHOLDERS 3.1 Annual Meetings. The Stockholders of the Company shall hold their annual meetings for the purpose of electing directors and for the transaction of such other proper business as may come before such meetings at such time, date and place as the Board shall determine by resolution. 3.2 Special Meetings. The Board, the Chairman of the Board, the President or a committee of the Board duly designated and whose powers and authority include the power to call meetings may call special meetings of the Stockholders of the Company at any time for any purpose or purposes. Special meetings of the Stockholders of the Company may also be called by the holders of at least 30% of all shares entitled to vote at the proposed special meeting. 3.3 Place of Meetings. The Stockholders shall hold all meetings at such places, within or without the State of Nevada, as the Board or a committee of the Board shall specify in the notice or waiver of notice for such meetings. 3.4 Notice of Meetings. Except as otherwise required by law, the Board or a committee of the Board shall give notice of each meeting of Stockholders, whether annual or special, not less than 10 nor more than 50 days before the date of the meeting. The Board or a committee of the Board shall deliver a notice to each Stockholder entitled to vote at such meeting by delivering a typewritten or printed notice thereof to him personally, or by depositing such notice in the United States mail, in a postage prepaid envelope, directed to him at his address as it appears on the records of the Company, or by transmitting a notice thereof to him at such address by telegraph, telecopy, cable or wireless. If mailed, notice is given on the date deposited in the United States mail, postage prepaid, directed to the Stockholder at his address as it appears on the records of the Company. An affidavit of the Secretary or an Assistant Secretary or of the Transfer Agent of the Company that he has given notice shall constitute, in the absence of fraud, prima facie evidence of the facts stated therein. Every notice of a meeting of the Stockholders shall state the place, date and hour of the meeting and, in the case of a special meeting, also shall state the purpose or purposes of the meeting. Furthermore, if the Company will maintain the list at a place other than where the meeting will take place, every notice of a meeting of the Stockholders shall specify where the Company will maintain the list of Stockholders entitled to vote at the meeting. 3.5 Stockholder Notice. Subject to the Articles of Incorporation, the Stockholders who intend to nominate persons to the Board of Directors or propose any other action at an annual meeting of Stockholders must timely notify the Secretary of the Company of such intent. To be timely, a Stockholder's notice must be delivered to or mailed and received at the principal executive offices of the Company not less than 50 days nor more than 90 days prior to the date of such meeting; provided, however, that in the event that less than 75 days' notice of the date of the meeting is given or made to Stockholders, notice by the Stockholder to be timely must be received not later than the close of business on the 15th day following the date on which such notice of the date of the annual meeting was mailed. Such notice must be in writing and must include a (i) a brief description of the business desired to the brought before the annual meeting and the reasons for conducting such business at the meeting; (ii) the name and record address of the Stockholder proposing such business; (iii) the class, series and number of shares of capital stock of the Company which are beneficially owned by the Stockholder; and (iv) any material interest of the Stockholder in such business. The Board of Directors reserves the right to refuse to submit any such proposal to stockholders at an annual meeting if, in its judgment, the information provided in the notice is inaccurate or incomplete. 3.6 Waiver of Notice. Whenever these Bylaws require written notice, a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein, shall constitute the equivalent of notice. Attendance of a person at any meeting shall constitute a waiver of notice of such meeting, except when the person attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. No written waiver of notice need specify either the business to be transacted at, or the purpose or purposes of any regular or special meeting of the Stockholders, directors or members of a committee of the Board. 3.7 Adjournment of Meeting. When the Stockholders adjourn a meeting to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Stockholders may transact any business which they may have transacted at the original meeting. If the adjournment is for more than 30 days or, if after the adjournment, the Board or a committee of the Board fixes a new record date for the adjourned meeting, the Board or a committee of the Board shall give notice of the adjourned meeting to each Stockholder of record entitled to vote at the meeting. 3.8 Quorum. Except as otherwise required by law, the holders of a majority of all of the shares of the stock entitled to vote at the meeting, present in person or by proxy, shall constitute a quorum for all purposes at any meeting of the Stockholders. In the absence of a quorum at any meeting or any adjournment thereof, the holders of a majority of the shares of stock entitled to vote who are present, in person or by proxy, or, in the absence therefrom of all the Stockholders, any officer entitled to preside at, or to act as secretary of, such meeting may adjourn such meeting to another place, date or time. If the chairman of the meeting gives notice of any adjourned special meeting of Stockholders to all Stockholders entitled to vote thereat, stating that the minimum percentage of stockholders for a quorum as provided by Nevada law shall constitute a quorum, then, except as otherwise required by law, that percentage at such adjourned meeting shall constitute a quorum and a majority of the votes cast at such meeting shall determine all matters. 3.9 Organization. Such person as the Board may have designated or, in the absence of such a person, the highest ranking officer of the Company who is present shall call to order any meeting of the Stockholders, determine the presence of a quorum, and act as chairman of the meeting. In the absence of the Secretary or an Assistant Secretary of the Company, the chairman shall appoint someone to act as the secretary of the meeting. 3.10 Conduct of Business. The chairman of any meeting of Stockholders shall determine the order of business and the procedure at the meeting, including such regulations of the manner of voting and the conduct of discussion as he deems in order. 3.11 List of Stockholders. At least 10 days before every meeting of Stockholders, the Secretary shall prepare a list of the Stockholders entitled to vote at the meeting or any adjournment thereof, arranged in alphabetical order, showing the address of each Stockholder and the number of shares registered in the name of each Stockholder. The Company shall make the list available for examination by any Stockholder for any purpose germane to the meeting, during ordinary business hours, for a period of at least 10 days prior to the meeting, either at a place within the city where the meeting will take place or at the place designated in the notice of the meeting. The Secretary shall produce and keep the list at the time and place of the meeting during the entire duration of the meeting, and any Stockholder who is present may inspect the list at the meeting. The list shall constitute presumptive proof of the identity of the Stockholders entitled to vote at the meeting and the number of shares each Stockholder holds. A determination of Stockholders entitled to vote at any meeting of Stockholders pursuant to this Section shall apply to any adjournment thereof. 3.12 Fixing of Record Date. For the purpose of determining Stockholders entitled to notice of or to vote at any meeting of Stockholders or any adjournment thereof, or Stockholders entitled to receive payment of any dividend, or in order to make a determination of Stockholders for any other proper purpose, the Board or a committee of the Board may fix in advance a date as the record date for any such determination of Stockholders. However, the Board shall not fix such date, in any case, more than 60 days nor less than 10 days prior to the date of the particular action. If the Board or a committee of the Board does not fix a record date for the determination of Stockholders entitled to notice of or to vote at a meeting of Stockholders, the record date shall be at the close of business on the day next preceding the day on which notice is given or if notice is waived, at the close of business on the day next preceding the day on which the meeting is held or the date on which the Board adopts the resolution declaring a dividend. 3.13 Voting of Shares. Each Stockholder shall have one vote for every share of stock having voting rights registered in his name on the record date for the meeting. The Company shall not have the right to vote treasury stock of the Company, nor shall another corporation have the right to vote its stock of the Company if the Company holds, directly or indirectly, a majority of the shares entitled to vote in the election of directors of such other corporation. Persons holding stock of the Company in a fiduciary capacity shall have the right to vote such stock. Persons who have pledged their stock of the Company shall have the right to vote such stock unless in the transfer on the books of the Company the pledgor expressly empowered the pledgee to vote such stock. In that event, only the pledgee, or his proxy, may represent such stock and vote thereon. A plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote shall determine all elections and, except when the law or Articles of Incorporation requires otherwise, the affirmative vote of a majority of the shares present in person or represented by proxy at the meeting and entitled to vote shall determine all other matters. Where a separate vote by a class or classes is required, a majority of the outstanding shares of such class or classes, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter and the affirmative vote of the majority of shares of such class or classes present in person or represented by proxy at the meeting shall be the act of such class. The Stockholders may vote by voice vote on all matters. Upon demand by a Stockholder entitled to vote, or his proxy, the Stockholders shall vote by ballot. In that event, each ballot shall state the name of the Stockholder or proxy voting, the number of shares voted and such other information as the Company may require under the procedure established for the meeting. 3.14 Inspectors. At any meeting in which the Stockholders vote by ballot, the chairman may appoint one or more inspectors. Each inspector shall take and sign an oath to execute the duties of inspector at such meeting faithfully, with strict impartiality, and according to the best of his ability. The inspectors shall ascertain the number of shares outstanding and the voting power of each; determine the shares represented at a meeting and the validity of proxies and ballots; count all votes and ballots; determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors; and certify their determination of the number of shares represented at the meeting, and their count of all votes and ballots. The certification required herein shall take the form of a subscribed, written report prepared by the inspectors and delivered to the Secretary of the Company. An inspector need not be a Stockholder of the Company, and any officer of the Company may be an inspector on any question other than a vote for or against a proposal in which he has a material interest. 3.15 Proxies. A Stockholder may exercise any voting rights in person or by his proxy appointed by an instrument in writing, which he or his authorized attorney-in-fact has subscribed and which the proxy has delivered to the secretary of the meeting pursuant to the manner prescribed by law. A proxy is not valid after the expiration of 13 months after the date of its execution, unless the person executing it specifies thereon the length of time for which it is to continue in force (which length may exceed 12 months) or limits its use to a particular meeting. Each proxy is irrevocable if it expressly states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. The attendance at any meeting of a Stockholder who previously has given a proxy shall not have the effect of revoking the same unless he notifies the Secretary in writing prior to the voting of the proxy. 3.16 Action by Consent. Any action required to be taken at any annual or special meeting of stockholders of the Company or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Company by delivery to its registered office, its principal place of business, or an officer or agent of the Company having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Company's registered office shall be by hand or by certified or registered mail, return receipt requested. Every written consent shall bear the date of signature of each stockholder who signs the consent, and no written consent shall be effective to take the corporate action referred to therein unless, within 50 days of the earliest dated consent delivered in the manner required by this section to the Company, written consents signed by a sufficient number of holders to take action are delivered to the Company by delivery to its registered office, its principal place of business or an officer or agent of the Company having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Company's registered office shall be by hand or by certified or registered mail, return receipt requested. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. ARTICLE 4. BOARD OF DIRECTORS 4.1 General Powers. The Board shall manage the property, business and affairs of the Company. 4.2 Number. The number of directors who shall constitute the Board shall equal not less than 1 nor more than 10, as the Board or majority stockholders may determine by resolution from time to time. 4.3 Election of Directors and Term of Office. The Stockholders of the Company shall elect the directors at the annual or adjourned annual meeting (except as otherwise provided herein for the filling of vacancies). Each director shall hold office until his death, resignation, retirement, removal, or disqualification, or until his successor shall have been elected and qualified. 4.4 Resignations. Any director of the Company may resign at any time by giving written notice to the Board or to the Secretary of the Company. Any resignation shall take effect upon receipt or at the time specified in the notice. Unless the notice specifies otherwise, the effectiveness of the resignation shall not depend upon its acceptance. 4.5 Removal. Stockholders holding 2/3 of the outstanding shares entitled to vote at an election of directors may remove any director or the entire Board of Directors at any time, with or without cause. 4.6 Vacancies. Any vacancy on the Board, whether because of death, resignation, disqualification, an increase in the number of directors, or any other cause may be filled by a majority of the remaining directors, a sole remaining director, or the majority stockholders. Any director elected to fill a vacancy shall hold office until his death, resignation, retirement, removal, or disqualification, or until his successor shall have been elected and qualified. 4.7 Chairman of the Board. At the initial and annual meeting of the Board, the directors may elect from their number a Chairman of the Board of Directors. The Chairman shall preside at all meetings of the Board and shall perform such other duties as the Board may direct. The Board also may elect a Vice Chairman and other officers of the Board, with such powers and duties as the Board may designate from time to time. 4.8 Compensation. The Board may compensate directors for their services and may provide for the payment of all expenses the directors incur by attending meetings of the Board or otherwise. ARTICLE 5. MEETINGS OF DIRECTORS 5.1 Regular Meetings. The Board may hold regular meetings at such places, dates and times as the Board shall establish by resolution. If any day fixed for a meeting falls on a legal holiday, the Board shall hold the meeting at the same place and time on the next succeeding business day. The Board need not give notice of regular meetings. 5.2 Place of Meetings. The Board may hold any of its meetings in or out of the State of Nevada, at such places as the Board may designate, at such places as the notice or waiver of notice of any such meeting may designate, or at such places as the persons calling the meeting may designate. 5.3 Meetings by Telecommunications. The Board or any committee of the Board may hold meetings by means of conference telephone or similar telecommunications equipment that enable all persons participating in the meeting to hear each other. Such participation shall constitute presence in person at such meeting. 5.4 Special Meetings. The Chairman of the Board, the President, or one-half of the directors then in office may call a special meeting of the Board. The person or persons authorized to call special meetings of the Board may fix any place, either in or out of the State of Nevada as the place for the meeting. 5.5 Notice of Special Meetings. The person or persons calling a special meeting of the Board shall give written notice to each director of the time, place, date and purpose of the meeting of not less than three business days if by mail and not less than 24 hours if by telegraph or in person before the date of the meeting. If mailed, notice is given on the date deposited in the United States mail, postage prepaid, to such director. A director may waive notice of any special meeting, and any meeting shall constitute a legal meeting without notice if all the directors are present or if those not present sign either before or after the meeting a written waiver of notice, a consent to such meeting, or an approval of the minutes of the meeting. A notice or waiver of notice need not specify the purposes of the meeting or the business which the Board will transact at the meeting. 5.6 Waiver by Presence. Except when expressly for the purpose of objecting to the legality of a meeting, a director's presence at a meeting shall constitute a waiver of notice of such meeting. 5.7 Quorum. A majority of the directors then in office shall constitute a quorum for all purposes at any meeting of the Board. In the absence of a quorum, a majority of directors present at any meeting may adjourn the meeting to another place, date or time without further notice. No proxies shall be given by directors to any person for purposes of voting or establishing a quorum at a directors meetings. 5.8 Conduct of Business. The Board shall transact business in such order and manner as the Board may determine. Except as the law requires otherwise, the Board shall determine all matters by the vote of a majority of the directors present at a meeting at which a quorum is present. The directors shall act as a Board, and the individual directors shall have no power as such. 5.9 Action by Consent. The Board or a committee of the Board may take any required or permitted action without a meeting if all members of the Board or committee consent thereto in writing and file such consent with the minutes of the proceedings of the Board or committee. ARTICLE 6. COMMITTEES 6.1 Committees of the Board. The Board may designate, by a vote of a majority of the directors then in office, committees of the Board. The committees shall serve at the pleasure of the Board and shall possess such lawfully delegable powers and duties as the Board may confer. 6.2 Selection of Committee Members. The Board shall elect by a vote of a majority of the directors then in office a director or directors to serve as the member or members of a committee. By the same vote, the Board may designate other directors as alternate members who may replace any absent or disqualified member at any meeting of a committee. In the absence or disqualification of any member of any committee and any alternate member in his place, the member or members of the committee present at the meeting and not disqualified from voting, whether or not he or they constitute a quorum, may appoint by unanimous vote another member of the Board to act at the meeting in the place of the absent or disqualified member. 6.3 Conduct of Business. Each committee may determine the procedural rules for meeting and conducting its business and shall act in accordance therewith, except as the law or these Bylaws require otherwise. Each committee shall make adequate provision for notice of all meetings to members. A majority of the members of the committee shall constitute a quorum, unless the committee consists of one or two members. In that event, one member shall constitute a quorum. A majority vote of the members present shall determine all matters. A committee may take action without a meeting if all the members of the committee consent in writing and file the consent or consents with the minutes of the proceedings of the committee. 6.4 Authority. Any committee, to the extent the Board provides, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Company, and may authorize the affixation of the Company's seal to all instruments which may require or permit it. However, no committee shall have any power or authority with regard to amending the Articles of Incorporation, adopting an agreement of merger or consolidation, recommending to the Stockholders the sale, lease or exchange of all or substantially all of the Company's property and assets, recommending to the Stockholders a dissolution of the Company or a revocation of a dissolution of the Company, or amending these Bylaws of the Company. Unless a resolution of the Board expressly provides, no committee shall have the power or authority to declare a dividend, to authorize the issuance of stock, or to adopt a certificate of ownership and merger. 6.5 Minutes. Each committee shall keep regular minutes of its proceedings and report the same to the Board when required. ARTICLE 7. OFFICERS 7.1 Officers of the Company. The officers of the Company shall consist of a President, a Secretary and such Vice Presidents, Assistant Secretaries, Assistant Treasurers, and other officers as the Board may designate and elect from time to time. The same person may hold at the same time any two or more offices. 7.2 Election and Term. The Board shall elect the officers of the Company. Each officer shall hold office until his death, resignation, retirement, removal or disqualification, or until his successor shall have been elected and qualified. 7.3 Compensation of Officers. The Board shall fix the compensation of all officers of the Company. No officer shall serve the Company in any other capacity and receive compensation, unless the Board authorizes the additional compensation. 7.4 Removal of Officers and Agents. The Board may remove any officer or agent it has elected or appointed at any time, with or without cause. 7.5 Resignation of Officers and Agents. Any officer or agent the Board has elected or appointed may resign at any time by giving written notice to the Board, the Chairman of the Board, the President, or the Secretary of the Company. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified. Unless otherwise specified in the notice, the Board need not accept the resignation to make it effective. 7.6 Bond. The Board may require by resolution any officer, agent, or employee of the Company to give bond to the Company, with sufficient sureties conditioned on the faithful performance of the duties of his respective office or agency. The Board also may require by resolution any officer, agent or employee to comply with such other conditions as the Board may require from time to time. 7.7 President. The President shall be the chief operating officer of the Company and, subject to the Board's control, shall supervise and direct all of the business and affairs of the Company. When present, he shall sign (with or without the Secretary, an Assistant Secretary, or any other officer or agent of the Company which the Board has authorized) deeds, mortgages, bonds, contracts or other instruments which the Board has authorized an officer or agent of the Company to execute. However, the President shall not sign any instrument which the law, these Bylaws, or the Board expressly require some other officer or agent of the Company to sign and execute. In general, the President shall perform all duties incident to the office of President and such other duties as the Board may prescribe from time to time. 7.8 Vice Presidents. In the absence of the President or in the event of his death, inability or refusal to act, the Vice Presidents in the order of their length of service as Vice Presidents, unless the Board determines otherwise, shall perform the duties of the President. When acting as the President, a Vice President shall have all the powers and restrictions of the Presidency. A Vice President shall perform such other duties as the President or the Board may assign to him from time to time. 7.9 Secretary. The Secretary shall (a) keep the minutes of the meetings of the Stockholders and of the Board in one or more books for that purpose, (b) give all notices which these Bylaws or the law requires, (c) serve as custodian of the records and seal of the Company, (d) affix the seal of the corporation to all documents which the Board has authorized execution on behalf of the Company under seal, (e) maintain a register of the address of each Stockholder of the Company, (f) sign, with the President, a Vice President, or any other officer or agent of the Company which the Board has authorized, certificates for shares of the Company, (g) have charge of the stock transfer books of the Company, and (h) perform all duties which the President or the Board may assign to him from time to time. 7.10 Assistant Secretaries. In the absence of the Secretary or in the event of his death, inability or refusal to act, the Assistant Secretaries in the order of their length of service as Assistant Secretary, unless the Board determines otherwise, shall perform the duties of the Secretary. When acting as the Secretary, an Assistant Secretary shall have the powers and restrictions of the Secretary. An Assistant Secretary shall perform such other duties as the President, Secretary or Board may assign from time to time. 7.11 Treasurer. The Treasurer shall (a) have responsibility for all funds and securities of the Company, (b) receive and give receipts for moneys due and payable to the corporation from any source whatsoever, (c) deposit all moneys in the name of the Company in depositories which the Board selects, and (d) perform all of the duties which the President or the Board may assign to him from time to time. 7.12 Assistant Treasurers. In the absence of the Treasurer or in the event of his death, inability or refusal to act, the Assistant Treasurers in the order of their length of service as Assistant Treasurer, unless the Board determines otherwise, shall perform the duties of the Treasurer. When acting as the Treasurer, an Assistant Treasurer shall have the powers and restrictions of the Treasurer. An Assistant Treasurer shall perform such other duties as the Treasurer, the President, or the Board may assign to him from time to time. 7.13 Delegation of Authority. Notwithstanding any provision of these Bylaws to the contrary, the Board may delegate the powers or duties of any officer to any other officer or agent. 7.14 Action with Respect to Securities of Other Corporations. Unless the Board directs otherwise, the President shall have the power to vote and otherwise act on behalf of the Company, in person or by proxy, at any meeting of stockholders of or with respect to any action of stockholders of any other corporation in which the Company holds securities. Furthermore, unless the Board directs otherwise, the President shall exercise any and all rights and powers which the Company possesses by reason of its ownership of securities in another corporation. 7.15 Vacancies. The Board may fill any vacancy in any office because of death, resignation, removal, disqualification or any other cause in the manner which these Bylaws prescribe for the regular appointment to such office. ARTICLE 8. CONTRACTS, LOANS, DRAFTS, DEPOSITS AND ACCOUNTS 8.1 Contracts. The Board may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name and on behalf of the Company. The Board may make such authorization general or special. 8.2 Loans. Unless the Board has authorized such action, no officer or agent of the Company shall contract for a loan on behalf of the Company or issue any evidence of indebtedness in the Company's name. 8.3 Drafts. The President, any Vice President, the Treasurer, any Assistant Treasurer, and such other persons as the Board shall determine shall issue all checks, drafts and other orders for the payment of money, notes and other evidences of indebtedness issued in the name of or payable by the Company. 8.4 Deposits. The Treasurer shall deposit all funds of the Company not otherwise employed in such banks, trust companies, or other depositories as the Board may select or as any officer, assistant, agent or attorney of the Company to whom the Board has delegated such power may select. For the purpose of deposit and collection for the account of the Company, the President or the Treasurer (or any other officer, assistant, agent or attorney of the Company whom the Board has authorized) may endorse, assign and deliver checks, drafts and other orders for the payment of money payable to the order of the Company. 8.5 General and Special Bank Accounts. The Board may authorize the opening and keeping of general and special bank accounts with such banks, trust companies, or other depositories as the Board may select or as any officer, assistant, agent or attorney of the Company to whom the Board has delegated such power may select. The Board may make such special rules and regulations with respect to such bank accounts, not inconsistent with the provisions of these Bylaws, as it may deem expedient. ARTICLE 9. CERTIFICATES FOR SHARES AND THEIR TRANSFER 9.1 Certificates for Shares. Every owner of stock of the Company shall have the right to receive a certificate or certificates, certifying to the number and class of shares of the stock of the Company which he owns. The Board shall determine the form of the certificates for the shares of stock of the Company. The Secretary, transfer agent, or registrar of the Company shall number the certificates representing shares of the stock of the Company in the order in which the Company issues them. The President or any Vice President and the Secretary or any Assistant Secretary shall sign the certificates in the name of the Company. Any or all certificates may contain facsimile signatures. In case any officer, transfer agent, or registrar who has signed a certificate, or whose facsimile signature appears on a certificate, ceases to serve as such officer, transfer agent, or registrar before the Company issues the certificate, the Company may issue the certificate with the same effect as though the person who signed such certificate, or whose facsimile signature appears on the certificate, was such officer, transfer agent, or registrar at the date of issue. The Secretary, transfer agent, or registrar of the Company shall keep a record in the stock transfer books of the Company of the names of the persons, firms or corporations owning the stock represented by the certificates, the number and class of shares represented by the certificates and the dates thereof and, in the case of cancellation, the dates of cancellation. The Secretary, transfer agent, or registrar of the Company shall cancel every certificate surrendered to the Company for exchange or transfer. Except in the case of a lost, destroyed, stolen or mutilated certificate, the Secretary, transfer agent, or registrar of the Company shall not issue a new certificate in exchange for an existing certificate until he has canceled the existing certificate. 9.2 Transfer of Shares. A holder of record of shares of the Company's stock, or his attorney-in-fact authorized by power of attorney duly executed and filed with the Secretary, transfer agent or registrar of the Company, may transfer his shares only on the stock transfer books of the Company. Such person shall furnish to the Secretary, transfer agent, or registrar of the Company proper evidence of his authority to make the transfer and shall properly endorse and surrender for cancellation his existing certificate or certificates for such shares. Whenever a holder of record of shares of the Company's stock makes a transfer of shares for collateral security, the Secretary, transfer agent, or registrar of the Company shall state such fact in the entry of transfer if the transferor and the transferee request. 9.3 Lost Certificates. The Board may direct the Secretary, transfer agent, or registrar of the Company to issue a new certificate to any holder of record of shares of the Company's stock claiming that he has lost such certificate, or that someone has stolen, destroyed or mutilated such certificate, upon the receipt of an affidavit from such holder to such fact. When authorizing the issue of a new certificate, the Board, in its discretion may require as a condition precedent to the issuance that the owner of such certificate give the Company a bond of indemnity in such form and amount as the Board may direct. 9.4 Regulations. The Board may make such rules and regulations, not inconsistent with these Bylaws, as it deems expedient concerning the issue, transfer and registration of certificates for shares of the stock of the corporation. The Board may appoint or authorize any officer or officers to appoint one or more transfer agents, or one or more registrars, and may require all certificates for stock to bear the signature or signatures of any of them. 9.5 Holder of Record. The Company may treat as absolute owners of shares the person in whose name the shares stand of record as if that person had full competency, capacity and authority to exercise all rights of ownership, despite any knowledge or notice to the contrary or any description indicating a representative, pledge or other fiduciary relation, or any reference to any other instrument or to the rights of any other person appearing upon its record or upon the share certificate. However, the Company may treat any person furnishing proof of his appointment as a fiduciary as if he were the holder of record of the shares. 9.6 Treasury Shares. Treasury shares of the Company shall consist of shares which the Company has issued and thereafter acquired but not canceled. Treasury shares shall not carry voting or dividend rights. ARTICLE 10. INDEMNIFICATION 10.1 Definitions. In this Article: ----------- (a) "Indemnitee" means (i) any present or former Director, advisory director or officer of the Company, (ii) any person who while serving in any of the capacities referred to in clause (i) hereof served at the Company's request as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, and (iii) any person nominated or designated by (or pursuant to authority granted by) the Board of Directors or any committee thereof to serve in any of the capacities referred to in clauses (i) or (ii) hereof. (b) "Official Capacity" means (i) when used with respect to a Director, the office of Director of the Company, and (ii) when used with respect to a person other than a Director, the elective or appointive office of the Company held by such person or the employment or agency relationship undertaken by such person on behalf of the Company, but in each case does not include service for any other foreign or domestic corporation or any partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise. (c) "Proceeding" means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative, any appeal in such an action, suit or proceeding, and any inquiry or investigation that could lead to such an action, suit or proceeding. 10.2 Indemnification. The Company shall indemnify every Indemnitee against all judgments, penalties (including excise and similar taxes), fines, amounts paid in settlement and reasonable expenses actually incurred by the Indemnitee in connection with any Proceeding in which he was, is or is threatened to be named defendant or respondent, or in which he was or is a witness without being named a defendant or respondent, by reason, in whole or in part, of his serving or having served, or having been nominated or designated to serve, in any of the capacities referred to in Section 10.1, if it is determined in accordance with Section 10.4 that the Indemnitee (a) conducted himself in good faith, (b) reasonably believed, in the case of conduct in his Official Capacity, that his conduct was in the Company's best interests and, in all other cases, that his conduct was at least not opposed to the Company's best interests, and (c) in the case of any criminal proceeding, had no reasonable cause to believe that his conduct was unlawful; provided, however, that in the event that an Indemnitee is found liable to the Company or is found liable on the basis that personal benefit was improperly received by the Indemnitee the indemnification (i) is limited to reasonable expenses actually incurred by the Indemnitee in connection with the Proceeding and (ii) shall not be made in respect of any Proceeding in which the Indemnitee shall have been found liable for willful or intentional misconduct in the performance of his duty to the Company. Except as provided in the immediately preceding proviso to the first sentence of this Section 10.2, no indemnification shall be made under this Section 10.2 in respect of any Proceeding in which such Indemnitee shall have been (x) found liable on the basis that personal benefit was improperly received by him, whether or not the benefit resulted from an action taken in the Indemnitee's Official Capacity, or (y) found liable to the Company. The termination of any Proceeding by judgment, order, settlement or conviction, or on a plea of nolo contendere or its equivalent, is not of itself determinative that the Indemnitee did not meet the requirements set forth in clauses (a), (b) or (c) in the first sentence of this Section 10.2. An Indemnitee shall be deemed to have been found liable in respect of any claim, issue or matter only after the Indemnitee shall have been so adjudged by a court of competent jurisdiction after exhaustion of all appeals therefrom. Reasonable expenses shall, include, without limitation, all court costs and all fees and disbursements of attorneys for the Indemnitee. The indemnification provided herein shall be applicable whether or not negligence or gross negligence of the Indemnitee is alleged or proven. 10.3 Successful Defense. Without limitation of Section 10.2 and in addition to the indemnification provided for in Section 10.2, the Company shall indemnify every Indemnitee against reasonable expenses incurred by such person in connection with any Proceeding in which he is a witness or a named defendant or respondent because he served in any of the capacities referred to in Section 10.1, if such person has been wholly successful, on the merits or otherwise, in defense of the Proceeding. 10.4 Determinations. Any indemnification under Section 10.2 (unless ordered by a court of competent jurisdiction) shall be made by the Company only upon a determination that indemnification of the Indemnitee is proper in the circumstances because he has met the applicable standard of conduct. Such determination shall be made (a) by the Board of Directors by a majority vote of a quorum consisting of Directors who, at the time of such vote, are not named defendants or respondents in the Proceeding; (b) if such a quorum cannot be obtained, then by a majority vote of a committee of the Board of Directors, duly designated to act in the matter by a majority vote of all Directors (in which designated Directors who are named defendants or respondents in the Proceeding may participate), such committee to consist solely of two (2) or more Directors who, at the time of the committee vote, are not named defendants or respondents in the Proceeding; (c) by special legal counsel selected by the Board of Directors or a committee thereof by vote as set forth in clauses (a) or (b) of this Section 10.4 or, if the requisite quorum of all of the Directors cannot be obtained therefor and such committee cannot be established, by a majority vote of all of the Directors (in which Directors who are named defendants or respondents in the Proceeding may participate); or (d) by the shareholders in a vote that excludes the shares held by Directors that are named defendants or respondents in the Proceeding. Determination as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible, except that if the determination that indemnification is permissible is made by special legal counsel, determination as to reasonableness of expenses must be made in the manner specified in clause (c) of the preceding sentence for the selection of special legal counsel. In the event a determination is made under this Section 10.4 that the Indemnitee has met the applicable standard of conduct as to some matters but not as to others, amounts to be indemnified may be reasonably prorated. 10.5 Advancement of Expenses. Reasonable expenses (including court costs and attorneys' fees) incurred by an Indemnitee who was or is a witness or was, is or is threatened to be made a named defendant or respondent in a Proceeding shall be paid by the Company at reasonable intervals in advance of the final disposition of such Proceeding, and without making any of the determinations specified in Section 10.4, after receipt by the Company of (a) a written affirmation by such Indemnitee of his good faith belief that he has met the standard of conduct necessary for indemnification by the Company under this Article and (b) a written undertaking by or on behalf of such Indemnitee to repay the amount paid or reimbursed by the Company if it shall ultimately be determined that he is not entitled to be indemnified by the Company as authorized in this Article. Such written undertaking shall be an unlimited obligation of the Indemnitee but need not be secured and it may be accepted without reference to financial ability to make repayment. Notwithstanding any other provision of this Article, the Company may pay or reimburse expenses incurred by an Indemnitee in connection with his appearance as a witness or other participation in a Proceeding at a time when he is not named a defendant or respondent in the Proceeding. 10.6 Employee Benefit Plans. For purposes of this Article, the Company shall be deemed to have requested an Indemnitee to serve an employee benefit plan whenever the performance by him of his duties to the Company also imposes duties on or otherwise involves services by him to the plan or participants or beneficiaries of the plan. Excise taxes assessed on an Indemnitee with respect to an employee benefit plan pursuant to applicable law shall be deemed fines. Action taken or omitted by an Indemnitee with respect to an employee benefit plan in the performance of his duties for a purpose reasonably believed by him to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is not opposed to the best interests of the Company. 10.7 Other Indemnification and Insurance. The indemnification provided by this Article shall (a) not be deemed exclusive of, or to preclude, any other rights to which those seeking indemnification may at any time be entitled under the Company's Articles of Incorporation, any law, agreement or vote of shareholders or disinterested Directors, or otherwise, or under any policy or policies of insurance purchased and maintained by the Company on behalf of any Indemnitee, both as to action in his Official Capacity and as to action in any other capacity, (b) continue as to a person who has ceased to be in the capacity by reason of which he was an Indemnitee with respect to matters arising during the period he was in such capacity, (c) inure to the benefit of the heirs, executors and administrators of such a person and (d) not be required if and to the extent that the person otherwise entitled to payment of such amounts hereunder has actually received payment therefor under any insurance policy, contract or otherwise. 10.8 Notice. Any indemnification of or advance of expenses to an Indemnitee in accordance with this Article shall be reported in writing to the shareholders of the Company with or before the notice or waiver of notice of the next shareholders' meeting or with or before the next submission to shareholders of a consent to action without a meeting and, in any case, within the 12-month period immediately following the date of the indemnification or advance. 10.9 Construction. The indemnification provided by this Article shall be subject to all valid and applicable laws, including, without limitation, the Nevada General Corporation Law, and, in the event this Article or any of the provisions hereof or the indemnification contemplated hereby are found to be inconsistent with or contrary to any such valid laws, the latter shall be deemed to control and this Article shall be regarded as modified accordingly, and, as so modified, to continue in full force and effect. 10.10 Continuing Offer, Reliance, etc. The provisions of this Article (a) are for the benefit of, and may be enforced by, each Indemnitee of the Company, the same as if set forth in their entirety in a written instrument duly executed and delivered by the Company and such Indemnitee and (b) constitute a continuing offer to all present and future Indemnitees. The Company, by its adoption of these Bylaws, (x) acknowledges and agrees that each Indemnitee of the Company has relied upon and will continue to rely upon the provisions of this Article in becoming, and serving in any of the capacities referred to in Section 10.1(a) of this Article, (y) waives reliance upon, and all notices of acceptance of, such provisions by such Indemnitees and (z) acknowledges and agrees that no present or future Indemnitee shall be prejudiced in his right to enforce the provisions of this Article in accordance with their terms by any act or failure to act on the part of the Company. 10.11 Effect of Amendment. No amendment, modification or repeal of this Article or any provision hereof shall in any manner terminate, reduce or impair the right of any past, present or future Indemnitees to be indemnified by the Company, nor the obligation of the Company to indemnify any such Indemnitees, under and in accordance with the provisions of the Article as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted. ARTICLE 11. TAKEOVER OFFERS In the event the Company receives a takeover offer, the Board of Directors shall consider all relevant factors in evaluating such offer, including, but not limited to, the terms of the offer, and the potential economic and social impact of such offer on the Company's stockholders, employees, customers, creditors and community in which it operates. ARTICLE 12. NOTICES 12.1 General. Whenever these Bylaws require notice to any Stockholder, director, officer or agent, such notice does not mean personal notice. A person may give effective notice under these Bylaws in every case by depositing a writing in a post office or letter box in a postpaid, sealed wrapper, or by dispatching a prepaid telegram addressed to such Stockholder, director, officer or agent at his address on the books of the Company. Unless these Bylaws expressly provide to the contrary, the time when the person sends notice shall constitute the time of the giving of notice. 12.2 Waiver of Notice. Whenever the law or these Bylaws require notice, the person entitled to said notice may waive such notice in writing, either before or after the time stated therein. ARTICLE 13. MISCELLANEOUS 13.1 Facsimile Signatures. In addition to the use of facsimile signatures which these Bylaws specifically authorize, the Company may use such facsimile signatures of any officer or officers, agents or agent, of the Company as the Board or a committee of the Board may authorize. 13.2 Corporate Seal. The Board may provide for a suitable seal containing the name of the Company, of which the Secretary shall be in charge. The Treasurer, any Assistant Secretary, or any Assistant Treasurer may keep and use the seal or duplicates of the seal if and when the Board or a committee of the Board so directs. 13.3 Fiscal Year. The Board shall have the authority to fix and change the fiscal year of the Company. ARTICLE 14. AMENDMENTS Subject to the provisions of the Articles of Incorporation, the Stockholders or the Board may amend or repeal these Bylaws at any meeting. The undersigned hereby certifies that the foregoing constitutes a true and correct copy of the Bylaws of the Company as adopted by the Directors on the 20th day of September, 2001. Executed as of this 20th day of September, 2001. /s/ Robert Wallace ----------------------- President -----END PRIVACY-ENHANCED MESSAGE-----