-----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, WDH+59QbP+Wwe+T5pocVDst5CuiKbE8NrQ4em/Ew+H8tBBtoK2e9Iq+SbGsy4xNC 3o1g4zj1hL/9atuY4n8AXw== 0000948830-99-000437.txt : 19990921 0000948830-99-000437.hdr.sgml : 19990921 ACCESSION NUMBER: 0000948830-99-000437 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990831 ITEM INFORMATION: FILED AS OF DATE: 19990920 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ILMI CORP CENTRAL INDEX KEY: 0000854136 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 841349555 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-21241 FILM NUMBER: 99713865 BUSINESS ADDRESS: STREET 1: 1725 HIGHWAY 35 STREET 2: SUITE D CITY: WALL TWP STATE: NJ ZIP: 07719 BUSINESS PHONE: 732-681-2380 MAIL ADDRESS: STREET 1: 1725 HIGHWAY 35 STREET 2: SUITE D CITY: WALL TWP STATE: NJ ZIP: 07719 FORMER COMPANY: FORMER CONFORMED NAME: ASPEN CAPITAL INC DATE OF NAME CHANGE: 19960822 8-K 1 U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 31, 1999 ------------------------------------------------ Date of Report (date of earliest event reported) ILMI CORPORATION ---------------------------------------------------- Exact name of Registrant as Specified in its Charter Nevada 0-21241 84-1349555 - --------------------------- --------------- --------------------------- State or Other Jurisdiction Commission File IRS Employer Identification of Incorporation Number Number 1725 Highway 35, Suite D, Wall Twp, New Jersey 07719 ---------------------------------------------------------- Address of Principal Executive Offices, Including Zip Code (732) 681-2380 -------------------------------------------------- Registrant's Telephone Number, Including Area Code Aspen Capital, Inc. 5770 South Beech Court, Greenwood Village, Colorado 80121 ----------------------------------------------------------- Former Name or Former Address, if Changed Since Last Report ITEM 1. CHANGES IN CONTROL OF REGISTRANT. On August 31, 1999, ILMI Corporation (the "Company") completed the acquisition of 100% of the issued and outstanding common stock of International Licensing & Merchandising, Inc. ("International") in exchange for 6,906,572 shares of the Company's Common Stock. Concurrently, existing shareholders surrendered a total of 650,000 of their shares for cancellation. As a result, the former shareholders of International own 6,906,572 shares of the Company's Common Stock or approximately 92% of the shares outstanding. The stock issuances were made pursuant to a Stock Exchange Agreement ("Agreement") between the Company and International. The terms of the Agreement were the result of negotiations between the managements of the Company and International. However, the Board of Directors did not obtain any independent "fairness" opinion or other evaluation regarding the terms of the Agreement, due to the cost of obtaining such opinion or evaluation. The foregoing summary of the Agreement is qualified by reference to the complete text of the Agreement, together with the schedules thereto, which is filed as Exhibit 10 hereto, and is incorporated herein by this reference. As a result of the transaction with International and the issuance of the 6,906,572 shares of the Company's Common Stock, following are those persons known by the Company to own 5% or more of the Company's Voting Stock: PERCENT OF NUMBER OF OUTSTANDING NAME AND ADDRESS VOTING SHARES VOTING SHARES ----------------------- ------------- ------------- William Callari 2,485,000 33.1% 1725 Highway #35 Wall Twp, NJ 07719 Joseph A. Callari 695,000 9.3% 268 Morningside Avenue Cliffside Park, NJ 07010 Ronald Kulka 500,000 6.7% 18 Troilus Drive Old Bridge, NJ 08857 Jaytern Associates, Inc. 1,000,000 13.3% Pension Plan 20 Beach Road Monmouth Beach, NJ 07750 Daryl Hersch 500,000 6.7% Securities & Investment Planning Co. 19 Center Street Chatham, NJ 07928 All Directors and Officers 3,786,000 50.4% as a Group (7 Persons) 2 Effective on the closing of the acquisition, the Company's officers and directors were as follows: William Callari - President and Chairman Gerald Goodman - Acting CFO, Treasurer and Director Joseph Callari - Secretary and Director Nicolas Jalowski - Director Peter Flack - Director Mark Spargo - Director Patrice Hudson - Director ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. As described in Item 1 of this Report, on August 31, 1999, the Company acquired all of the issued and outstanding common stock of International in exchange for shares of the Company's Common Stock. International is a development stage company which intends to engage primarily in the international marketing and distribution of consumer products, both licensed and unlicensed, via conventional distribution channels and the Internet. More specifically, International presently is involved in the following opportunities: 1) EXPO2000 Internet License. The direct-to-consumer Internet e- Commerce shop for the main EXPO2000 website located @ www.expo2000.de. This license allows for the use of the official EXPO2000 impulse logo and the official EXPO2000 mascot known as "Twipsy." This license runs through the end of the year 2000. EXPO2000 is an unique global event that will run from June 1 though October 31, 2000. The licensor estimates that there will be over 180 countries and organization represented at the EXPO, and anticipates on-site attendance of 30-40 million visitors, including over 30,000 international journalists. In addition, it is expected that the EXPO will reach over 100 million television viewers worldwide. International has set November 1, 1999 as the target date to have the e-Commerce web site for EXPO2000 transactional. 2) Twipsy Animation Internet License. EM.TV & Merchandising AG, the Exclusive Licensing Agent for EXPO2000 has co-produced a cartoon series based on the Twipsy character scheduled for release in some European markets for November 1999. International's right to merchandise Twipsy related merchandise over the Internet expires at the end of the year 2002. EM.TV, in its capacity as the Exclusive Licensing Agent for the EXPO and Twipsy has agreed not to "give the rights granted to International in the contracts...to another company/licensee during the term of the two agreements." 3) Pursuant to a Sub-Agency Agreement, International negotiated with EM.TV & Merchandising AG, in EM.TV's capacity as Master Licensing Agent for Landeshauptstadt Munchen (an entity owned by the City of Munich), International will be the exclusive sub-licensor of all merchandising, both conventional and Internet, and live events related to the trademark "Oktoberfest" for the territories of Canada, Mexico and the United States, as part of the Sub-Agency Agreement, International will receive a percentage licensing fee from each of its sub-licensees. In addition, International has for itself the all-inclusive right to manage merchandising, home video and audio products, interactive computer products (such as CD-ROMs), DVD products, live events, entertainment, food and concessions placements, franchise rights and e-commerce rights in connection with developing "official Munich- sanctioned Oktoberfests" throughout North America. 3 During 1999, International will expand its relationship with iXL, Inc., of Atlanta, Georgia, to strategize and construct e-Commerce Platforms as required by the Company on a fee-for-service basis. iXL will also provide other services as may be required by International. International, under its EXPO license, will design and deliver the e-Commerce merchandising plan for the EXPO. This plan will include a program for all other EXPO licensees, as they may elect to participate, and a fulfillment program. International may also determine certain products that it feels are marketable, but are not licensed by EXPO as of yet, and source and offer those products on the e-Commerce platform. On August 20, 1999, International formed a wholly-owned subsidiary, E- Savage, Inc., a Nevada corporation, for the purposes of potentially building a specialty e-commerce and merchandising business based around the creation of interactive websites for various sports and entertainment industry individuals. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED. The financial statements required by Rule 3-05(b) of Regulation S-X for International are not yet available, and will be filed by amendment on or before November 14, 1999. (b) PROFORMA FINANCIAL INFORMATION. The pro forma financial information required by Article 11 of Regulation S-X is not yet available, and will be filed by amendment on or before November 14, 1999. (c) Exhibits. Exhibit 10 Share Exchange Agreement dated August 31, 1999 between ILMI Corporation (formerly Aspen Capital, Inc.) and International Licensing & Merchandising, Inc. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, hereunto duly authorized. ILMI CORPORATION Dated: September 17, 1999 By:/s/ William Callari William Callari, President 4 EX-10 2 SHARE EXCHANGE AGREEMENT THIS SHARE EXCHANGE AGREEMENT is made effective this 31st day of August 1999, by and between ILMI Corporation (formerly "Aspen Capital, Inc."), a Nevada corporation ("Aspen"), and International Licensing & Merchandising, Inc., a Nevada corporation ("ILMI"). WHEREAS, Aspen desires to acquire all of the issued and outstanding shares of common stock of ILMI in exchange for an aggregate of 6,906,572 authorized but unissued restricted shares of the common stock, $.0001 par value, of Aspen (the "Common Stock") (the "Exchange Offer"); and WHEREAS, ILMI desires to assist Aspen in a business combination which will result, if ILMI's shareholders desire to participate, in the shareholders of ILMI owning approximately 92% of the then issued and outstanding shares of Aspen's Common Stock, and Aspen holding 100% of the issued and outstanding shares of ILMI's common stock; and WHEREAS, the voluntary share exchange contemplated hereby will result in the ILMI shareholders tendering all of the outstanding common stock of ILMI to Aspen in exchange solely for the Common Stock and no other consideration, which the parties hereto intend to treat as a reorganization under I.R.C. Section 368(a)(1)(B). NOW, THEREFORE, in consideration of the mutual promises, covenants, and representations contained herein, THE PARTIES HERETO AGREE AS FOLLOWS: ARTICLE 1 EXCHANGE OF SECURITIES 1.1 Issuance of Shares. Subject to all of the terms and conditions of this Agreement, Aspen agrees to offer two shares of Common Stock for each share of ILMI common stock issued and outstanding, or a total of 6,906,572 shares of Aspen's Common Stock. The Common Stock will be issued directly to the shareholders of ILMI which accept the Exchange Offer. Schedule 1, which is attached hereto and incorporated herein by reference, is a complete list of the shareholders of ILMI which sets forth the number of shares each person owns in ILMI and the number of shares they will be offered in Aspen. 1.2 Exemption from Registration. The parties hereto intend that the Common Stock to be issued by Aspen to ILMI shareholders shall be exempt from the registration requirements of the Securities Act of 1933, as amended (the "Act"), pursuant to Section 4(2) of the Act and the rules and regulations promulgated thereunder. 1.3 Investment Intent. Prior to the consummation of the Exchange Offer, the shareholders of ILMI accepting the Exchange Offer shall execute Letters of Acceptance and such other documents containing, among other things, representations and warranties relating to investment intent and investor status, restrictions on transferability and restrictive legends such that the counsel for both Aspen and ILMI shall be satisfied that the offer and sale of Aspen shares as contemplated by this Agreement shall be exempt from the registration requirements of the Act and any applicable state blue sky laws. ARTICLE 2 REPRESENTATIONS AND WARRANTIES OF ILMI Except as disclosed in Schedule 2 which is attached hereto and incorporated herein by reference, ILMI hereby represents and warrants to Aspen that: 2.1 Organization. ILMI is a corporation duly organized, validly existing, and in good standing under the laws of Nevada, has all necessary corporate powers to own its properties and to carry on its business as now owned and operated by it, and is duly qualified to do business and is in good standing in each of the jurisdictions where its business requires qualification. 2.2 Capital. The authorized capital stock of ILMI consists of 100,000,000 shares of Common Stock, $.0001 par value, of which 3,453,286 are currently issued and outstanding and 5,000,000 shares of Preferred Stock, $.0001 par value, of which no shares are currently issued and outstanding. All of the issued and outstanding shares of ILMI are duly authorized, validly issued, fully paid, and nonassessable. There are no outstanding subscriptions, options, rights, warrants, debentures, instruments, convertible securities, or other agreements or commitments obligating ILMI to issue or to transfer from treasury any additional shares of its capital stock of any class. 2.3 Subsidiaries. ILMI does not have any subsidiaries or own any interest in any other enterprise (whether or not such enterprise is a corporation) except as disclosed in Schedule 2. 2.4 Directors and Officers. Schedule 2 contains the names and titles of all directors and officers of ILMI as of the date of this Agreement. 2.5 Financial Statements. ILMI has delivered to Aspen unaudited balance sheets and statement of operations for the four months ended April 30, 1999 (the "Financial Statements"). The Financial Statements are complete and correct in all material respects and have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated. The Financial Statements accurately set out and describe the financial condition of the Company as of April 30, 1999. 2.6 Absence of Changes. Since April 30, 1999, except for changes in the ordinary course of business which have not in the aggregate been materially adverse, to the best of ILMI's knowledge, ILMI has conducted its business only in the ordinary course and has not experienced or suffered any material adverse change in the condition (financial or otherwise), results of operations, properties, business or prospects of ILMI or waived or surrendered any claim or right of material value. 2.7 Absence of Undisclosed Liabilities. Neither ILMI nor any of its properties or assets are subject to any material liabilities or obligations of any nature, whether absolute, accrued, contingent or otherwise and whether due or to become due, that are not reflected in the financial statements presented to Aspen or have otherwise been disclosed to Aspen. 2.8 Tax Returns. Within the times and in the manner prescribed by law, ILMI has filed all federal, state and local tax returns required by law, or has filed extensions which have not yet expired, and has paid all taxes, assessments and penalties due and payable. 2 2.9 Investigation of Financial Condition. Without in any manner reducing or otherwise mitigating the representations contained herein, Aspen and/or its attorneys shall have the opportunity to meet with accountants and attorneys to discuss the financial condition of ILMI. ILMI shall make available to Aspen and/or its attorneys all books and records of ILMI. 2.10 Trade Names and Rights. ILMI does not use any trademark, service mark, trade name, or copyright in its business, or own any trademarks, trademark registrations or applications, trade names, service marks, copyrights, copyright registrations or applications. 2.11 Compliance with Laws. To the best of ILMI's knowledge, ILMI has complied with, and is not in violation of, applicable federal, state or local statutes, laws and regulations (including, without limitation, any applicable building, zoning or other law, ordinance or regulation) affecting its properties or the operation of its business, except for matters which would not have a material affect on ILMI or its properties. 2.12 Litigation. ILMI is not a party to any suit, action, arbitration or legal, administrative or other proceeding, or governmental investigation pending or, to the best knowledge of ILMI, threatened against or affecting ILMI or its business, assets or financial condition, except for matters which would not have a material affect on ILMI or its properties. ILMI is not in default with respect to any order, writ, injunction or decree of any federal, state, local or foreign court, department, agency or instrumentality applicable to it. ILMI is not engaged in any lawsuit to recover any material amount of monies due to it. 2.13 Authority. ILMI has full corporate power and authority to enter into this Agreement. The board of directors of ILMI has taken all action required to authorize the execution and delivery of this Agreement by or on behalf of ILMI and the performance of the obligations of ILMI under this Agreement. No other corporate proceedings on the part of ILMI are necessary to authorize the execution and delivery of this Agreement by ILMI in the performance of its obligations under this Agreement. This Agreement is, when executed and delivered by ILMI, and will be a valid and binding agreement of ILMI, enforceable against ILMI in accordance with its terms, except as such enforceability may be limited by general principles of equity, bankruptcy, insolvency, moratorium and similar laws relating to creditors' rights generally. 2.14 Ability to Carry Out Obligations. Neither the execution and delivery of this Agreement, the performance by ILMI of its obligations under this Agreement, nor the consummation of the transactions contemplated under this Agreement will to the best of ILMI's knowledge: (a) materially violate any provision of ILMI's articles of incorporation or bylaws; (b) with or without the giving of notice or the passage of time, or both, violate, or be in conflict with, or constitute a material default under, or cause or permit the termination or the acceleration of the maturity of, any debt, contract, agreement or obligation of ILMI, or require the payment of any prepayment or other penalties; (c) require notice to, or the consent of, any party to any agreement or commitment, lease or license, to which ILMI is bound; (d) result in the creation or imposition of any security interest, lien, or other encumbrance upon any material property or assets of ILMI; or (e) violate any material statute or law or any judgment, decree, order, regulation or rule of any court or governmental authority to which ILMI is bound or subject. 3 2.15 Full Disclosure. None of the representations and warranties made by ILMI herein, or in any schedule, exhibit or certificate furnished or to be furnished in connection with this Agreement by ILMI, or on its behalf, contains or will contain any untrue statement of material fact. 2.16 Assets. ILMI has good and marketable title to all of its tangible properties and such tangible properties are not subject to any material liens or encumbrances. 2.17 Material Contracts and Obligations. Attached hereto on Schedule 2 is a list of all agreements, contracts, indebtedness, liabilities and other obligations to which ILMI is a party or by which it is bound that are material to the conduct and operations of its business and properties, which provide for payments to or by the Company in excess of $25,000; or which involve transactions or proposed transactions between the Company and its officers, directors, affiliates or any affiliate thereof. Copies of such agreements and contracts and documentation evidencing such liabilities and other obligations have been made available for inspection by Aspen and its counsel. All of such agreements and contracts are valid, binding and in full force and effect in all material respects, assuming due execution by the other parties to such agreements and contracts. 2.18 Consents and Approvals. No consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority is required to be made or obtained by ILMI in connection with: (a) the execution and delivery by ILMI of this Agreement; (b) the performance by ILMI of its obligations under this Agreement; or (c) the consummation by ILMI of the transactions contemplated under this Agreement. ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF ASPEN Except as disclosed in Schedule 3 which is attached hereto and incorporated herein by reference, Aspen represents and warrants to ILMI that: 3.1 Organization. Aspen is a corporation duly organized, valid existing, and in good standing under the laws of Nevada, has all necessary corporate powers to own properties and to carry on business, and it is not now conducting any business, except to the extent to which the effecting of the transaction contemplated by this Agreement constitutes doing business. 3.2 Capitalization. The authorized capital stock of Aspen consists of 100,000,000 shares of $.0001 par value Common Stock of which 1,250,000 shares of Common Stock are currently issued and outstanding, and 5,000,000 shares of $.0001 par value preferred stock of which no shares are issued and outstanding. All of the issued and outstanding shares of Common Stock are duly authorized, validly issued, fully paid and nonassessable. There are no outstanding subscriptions, options, rights, warrants, convertible securities, or other agreements or commitments obligating Aspen to issue or to transfer from treasury any additional shares of its capital stock of any class. Aspen shareholders will surrender for cancellation a total of 650,000 shares of Aspen common stock at the Closing. 3.3 Subsidiaries. Aspen does not presently have any subsidiaries or own any interest in any other enterprise (whether or not such enterprise is a corporation). 4 3.4 Directors and Officers. Schedule 3 contains the names and titles of all directors and officers of Aspen as of the date of this Agreement. 3.5 Financial Statements. Aspen has delivered to ILMI its audited balance sheet and statements of operations and cash flows as of and for the period ended December 31, 1998, and its unaudited balance sheet and statements of operations and cash flows as of and for the period ended June 30, 1999 (collectively the "Financial Statements"). The Financial Statements are complete and correct in all material respects and have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated. The Financial Statements accurately set out and describe the financial condition and operating results of the Company as of the dates, and for the periods, indicated therein. As of the Closing, the total liabilities of Aspen shall not exceed zero. 3.6 Absence of Changes. Since June 30, 1999, except for changes in the ordinary course of business which have not in the aggregate been materially adverse, to the best of Aspen's knowledge, Aspen has not experienced or suffered any material adverse change in its condition (financial or otherwise), results of operations, properties, business or prospects or waived or surrendered any claim or right of material value. 3.7 Absence of Undisclosed Liabilities. Neither Aspen nor any of its properties or assets are subject to any liabilities or obligations of any nature, whether absolute, accrued, contingent or otherwise and whether due or to become due, that are not reflected in the financial statements presented to ILMI. 3.8 Tax Returns. Within the times and in the manner prescribed by law, Aspen has filed all federal, state and local tax returns required by law and has paid all taxes, assessments and penalties due and payable. 3.9 Investigation of Financial Condition. Without in any manner reducing or otherwise mitigating the representations contained herein, ILMI shall have the opportunity to meet with Aspen's accountants and attorneys to discuss the financial condition of Aspen. Aspen shall make available to ILMI all books and records of Aspen. 3.10 Trade Names and Rights. Aspen does not use any trademark, service mark, trade name, or copyright in its business, or own any trademarks, trademark registrations or applications, trade names, service marks, copyrights, copyright registrations or applications. 3.11 Compliance with Laws. To the best of Aspen's knowledge, Aspen has complied with, and is not in violation of, applicable federal, state or local statutes, laws and regulations (including, without limitation, any applicable building, zoning, or other law, ordinance, or regulation) affecting its properties or the operation of its business or with which it is otherwise required to comply. 3.12 Litigation. Aspen is not a party to any suit, action, arbitration, or legal, administrative, or other proceeding, or governmental investigation pending or, to the best knowledge of Aspen, threatened against or affecting Aspen or its business, assets, or financial condition. Aspen is not in default with respect to any order, writ, injunction, or decree of any federal, state, local, or foreign court, department agency, or instrumentality. Aspen is not engaged in any legal action to recover moneys due to it. 5 3.13 No Pending Investigation. Aspen is not aware of any pending investigations or legal proceedings by the SEC, any state securities regulatory agency, or any other governmental agency regarding Aspen. 3.14 Authority. Aspen has full corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The Board of Directors of Aspen has taken all action required to authorize the execution and delivery of this Agreement by or on behalf of Aspen, the performance of the obligations of Aspen under this Agreement and the consummation by Aspen of the transactions contemplated under this Agreement. No other corporate proceedings on the part of Aspen are necessary to authorize the execution and delivery of this Agreement by Aspen in the performance of its obligations under this Agreement. This Agreement is, and when executed and delivered by Aspen, will be a valid and binding agreement of Aspen, enforceable against Aspen in accordance with its terms, except as such enforceability may be limited by general principles of equity, bankruptcy, insolvency, moratorium and similar laws relating to creditors rights generally. 3.15 Ability to Carry Out Obligations. Neither the execution and delivery of this Agreement, the performance by Aspen of its obligations under this Agreement, nor the consummation of the transactions contemplated under this Agreement will, to the best of Aspen's knowledge: (a) violate any provision of Aspen's articles of incorporation or bylaws; (b) with or without the giving of notice or the passage of time, or both, violate, or be in conflict with, or constitute a default under, or cause or permit the termination or the acceleration of the maturity of, any debt, contract, agreement or obligation of Aspen, or require the payment of any prepayment or other penalties; (c) require notice to, or the consent of, any party to any agreement or commitment, lease or license, to which Aspen is bound; (d) result in the creation or imposition of any security interest, lien or other encumbrance upon any property or assets of Aspen; or (e) violate any statute or law or any judgment, decree, order, regulation or rule of any court or governmental authority to which Aspen is bound or subject. 3.16 Validity of Aspen Shares. The shares of Aspen Common Stock to be delivered pursuant to this Agreement, when issued in accordance with the provisions of this Agreement, will be duly authorized, validly issued, fully paid and nonassessable. 3.17 Full Disclosure. None of the representations and warranties made by Aspen herein, or in any exhibit, certificate or memorandum furnished or to be furnished by Aspen, or on its behalf, contains or will contain any untrue statement of material fact, or omit any material fact the omission of which would be misleading. 3.18 Assets. Aspen does not have any assets. 3.19 Material Contracts and Obligations. Except for its agreement with Corporate Stock Transfer, Aspen has no material contracts to which it is a party or by which it is bound. 3.20 Consents and Approvals. No consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority is required to be made or obtained by Aspen in connection with: (a) the execution and delivery by Aspen of its obligations under this Agreement; (b) the performance by Aspen of its obligations under this 6 Agreement; or (c) the consummation by Aspen of the transactions contemplated by this Agreement. 3.21 Real Property. Aspen does not own, use or claim any interest in any real property, including without limitation any license, leasehold or any similar interest in real property. ARTICLE 4 COVENANTS 4.1 Investigative Rights. From the date of this Agreement until the Closing Date, each party shall provide to the other party, and such other party's counsels, accountants, auditors, and other authorized representatives, full access during normal business hours and upon reasonable advance written notice to all of each party's properties, books, contracts, commitments, and records for the purpose of examining the same. Each party shall furnish the other party with all information concerning each party's affairs as the other party may reasonably request. If the transaction contemplated hereby is not completed, all documents received by each party and/or its attorneys and accountants, auditors or other authorized representatives shall be returned to the other party who provided same upon request. The parties hereto, their directors, employees, agents and representatives shall not disclose any of the information described above unless such information is already disclosed to the public, without the prior written consent of the party to which the confidential information pertains. Each party shall take such steps as are necessary to prevent disclosure of such information to unauthorized third parties. 4.2 Conduct of Business. Prior to the Closing, Aspen and ILMI shall each conduct its business in the normal course, and shall not sell, pledge, or assign any assets, without the prior written approval of the other party, except in the regular course of business or as contemplated in previously disclosed contractual obligations. Neither Aspen nor ILMI shall amend its Articles of Incorporation or Bylaws, declare dividends, redeem or sell stock or other securities, incur additional or newly-funded liabilities, acquire or dispose of fixed assets, change employment terms, enter into any material or long-term contract, guarantee obligations of any third party, settle or discharge any balance sheet receivable for less than its stated amount, pay more on any liability than its stated amount, or enter into any other transaction other than in the regular course of business except as otherwise contemplated herein. ARTICLE 5 CONDITIONS PRECEDENT TO ASPEN'S PERFORMANCE 5.1 Conditions. The obligations of Aspen hereunder shall be subject to the satisfaction, at or before the Closing, of all the conditions set forth in this Article 5. Aspen may waive any or all of these conditions in whole or in part without prior notice; provided, however, that no such waiver of a condition shall constitute a waiver by Aspen of any other condition of or any of Aspen's other rights or remedies, at law or in equity, if ILMI shall be in default of any of their representations, warranties, or covenants under this Agreement. 5.2 Accuracy of Representations. Except as otherwise permitted by this Agreement, all representations and warranties by ILMI in this Agreement or in any written statement that shall be delivered to Aspen by ILMI under this Agreement shall be true and accurate on and as of the Closing Date as though made at that time. 7 5.3 Performance. ILMI shall have performed, satisfied, and complied with all covenants, agreements, and conditions required by this Agreement to be performed or complied with by it, on or before the Closing Date. 5.4 Acceptance by ILMI Shareholders. The holders of not less than 95% of the issued and outstanding shares of common stock of ILMI shall have agreed to exchange their shares for shares of Aspen Common Stock. 5.5 Absence of Litigation. No action, suit, or proceeding before any court or any governmental body or authority, pertaining to the transaction contemplated by this Agreement or to its consummation, shall have been instituted or threatened against ILMI on or before the Closing Date. 5.6 Officer's Certificate. ILMI shall have delivered to Aspen a certificate, dated the Closing Date, and signed by the Chief Executive Officer of ILMI, certifying that each of the conditions specified in Sections 5.2 through 5.5 hereof have been fulfilled. ARTICLE 6 CONDITIONS PRECEDENT TO ILMI'S PERFORMANCE 6.1 Conditions. ILMI's obligations hereunder shall be subject to the satisfaction, at or before the Closing, of all the conditions set forth in this Article 6. ILMI may waive any or all of these conditions in whole or in part without prior notice; provided, however, that no such waiver of a condition shall constitute a waiver by ILMI of any other condition of or any of ILMI's rights or remedies, at law or in equity, if Aspen shall be in default of any of its representations, warranties, or covenants under this Agreement. 6.2 Accuracy of Representations. Except as otherwise permitted by this Agreement, all representations and warranties by Aspen in this Agreement or in any written statement that shall be delivered to ILMI by Aspen under this Agreement shall be true and accurate on and as of the Closing Date as though made at that time. 6.3 Performance. Aspen shall have performed, satisfied, and complied with all covenants, agreements, and conditions required by this Agreement to be performed or complied with by them, on or before the Closing Date. 6.4 Absence of Litigation. No action, suit or proceeding before any court or any governmental body or authority, pertaining to the transaction contemplated by this Agreement or to its consummation, shall have been instituted or threatened against Aspen on or before the Closing Date. 6.5 Directors Aspen. Effective on the Closing, Aspen shall have fixed the size of its Board of Directors at seven (7) persons, and such Board of Directors shall include William Callari, Gerald Goodman, Joseph Callari, Nicolas Jalowski, Peter Flack, Mark Spargo and Patrice Hudson. The current Officers and Directors of Aspen shall have submitted their resignations as the Officers and Directors of Aspen effective on the Closing of this transaction. 6.6 Officers of Aspen. Effective on the Closing, Aspen shall have elected the following new Officers of Aspen: William Callari - President and Chairman Gerald Goodman - Acting CFO and Treasurer Joseph Callari - Secretary 8 6.7 Cancellation of Shares. Aspen shareholders will surrender for cancellation certificates requesting a total of 650,000 shares of Aspen common stock. 6.8 Officers' Certificate. Aspen shall have delivered to ILMI a certificate, dated the Closing Date and signed by the President of Aspen certifying that each of the conditions specified in Sections 6.2 through 6.7 have been fulfilled. 6.9 Name Change. Aspen shall have changed its name to such name as ILMI shall have requested (assuming availability of that name in Nevada) and shall have adopted the 1999 Incentive Stock Option Plan desired by ILMI. ARTICLE 7 CLOSING 7.1 Closing. The Closing of this transaction shall be held at the offices of Krys Boyle Freedman Scott & Sawyer, P.C., 600 Seventeenth Street, Suite 2700 South Tower, Denver, Colorado 80202, or such other place as shall be mutually agreed upon, on such date as shall be mutually agreed upon by the parties, but in no event shall the Closing be later than August 31, 1999. At the Closing: 7.2 ILMI shall deliver Letters of Acceptance and the certificates representing the shares of ILMI held by the shareholders of ILMI accepting the Exchange Offer ("Accepting Shareholders") to Aspen. 7.3 Each Accepting Shareholder shall receive a certificate or certificates representing the number of shares of Aspen Common Stock for which the shares of ILMI common stock shall have been exchanged. 7.4 Aspen shall deliver an officer's certificate, as described in Section 6.8 hereof, dated the Closing Date, that all representations, warranties, covenants and conditions set forth in this Agreement on behalf of Aspen are true and correct as of, or have been fully performed and complied with by, the Closing Date. 7.5 Aspen shall deliver a signed Consent and/or Minutes of the Directors of Aspen approving this Agreement and each matter to be approved by the Directors of Aspen under this Agreement. 7.6 ILMI shall deliver an officer's certificate, as described in Section 5.6 hereof, dated the Closing Date, that all representations, warranties, covenants and conditions set forth in this Agreement on behalf of ILMI are true and correct as of, or have been fully performed and complied with by, the Closing Date. 7.7 ILMI shall deliver a signed Consent or Minutes of the Directors of ILMI approving this Agreement and each matter to be approved by the Directors of ILMI under this Agreement. 7.8 Aspen shareholders shall deliver for cancellation certificates representing 650,000 shares of Aspen common stock. 9 ARTICLE 8 MISCELLANEOUS 8.1 Captions and Headings. The Article and paragraph headings throughout this Agreement are for convenience and reference only, and shall in no way be deemed to define, limit, or add to the meaning of any provision of this Agreement. 8.2 No Oral Change. This Agreement and any provision hereof, may not be waived, changed, modified, or discharged orally, but it can be changed by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification, or discharge is sought. 8.3 Non-Waiver. Except as otherwise expressly provided herein, no waiver of any covenant, condition, or provision of this Agreement shall be deemed to have been made unless expressly in writing and signed by the party against whom such waiver is charged; and (i) the failure of any party to insist in any one or more cases upon the performance of any of the provisions, covenants, or conditions of this Agreement or to exercise any option herein contained shall not be construed as a waiver or relinquishment for the future of any such provisions, covenants, or conditions, (ii) the acceptance of performance of anything required by this Agreement to be performed with knowledge of the breach or failure of a covenant, condition, or provision hereof shall not be deemed a waiver of such breach or failure, and (iii) no waiver by any party of one breach by another party shall be construed as a waiver with respect to any other or subsequent breach. 8.4 Time of Essence. Time is of the essence of this Agreement and of each and every provision hereof. 8.5 Entire Agreement. This Agreement contains the entire Agreement and understanding between the parties hereto, and supersedes all prior agreements and understandings. 8.6 Choice of Law. This Agreement and its application shall be governed by the laws of the State of Nevada, except to the extent its conflict of laws provisions would apply the laws of another jurisdiction. 8.7 Notices. All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed to have been duly given on the date of service if served personally on the party to whom notice is to be given, or on the third day after mailing if mailed to the party to whom notice is to be given, by first class mail, registered or certified, postage prepaid, and properly addressed as follows: Aspen: Aspen Capital, Inc. 5770 South Beech Court Greenwood Village, Colorado 80121 with a copy to: Jon D. Sawyer, Esq. Krys Boyle Freedman & Sawyer, P.C. 600 Seventeenth Street, Suite 2700 South Tower Denver, Colorado 80202 10 ILMI: International Licensing & Merchandising, Inc. 1725 Highway 35, Suite D Wall, New Jersey 07719 8.8 Binding Effect. This Agreement shall inure to and be binding upon the heirs, executors, personal representatives, successors and assigns of each of the parties to this Agreement. 8.9 Mutual Cooperation. The parties hereto shall cooperate with each other to achieve the purpose of this Agreement, and shall execute such other and further documents and take such other and further actions as may be necessary or convenient to effect the transaction described herein. 8.10 Brokers. The parties hereto represent and agree that no broker has brought about the aforementioned transaction. Each of the parties hereto shall indemnify and hold the other harmless against any and all claims, losses, liabilities or expenses which may be asserted against it as a result of its dealings, arrangements or agreements with any broker or person, except as described in this paragraph. 8.11 Announcements. Aspen and ILMI will consult and cooperate with each other as to the timing and content of any announcements of the transactions contemplated hereby to the general public or to employees, customers or suppliers. 8.12 Expenses. ILMI and Aspen agree that ILMI has deposited $5,000 in the trust account of Krys Boyle Freedman Scott & Sawyer, P.C. ("Krys Boyle") and that these funds will be used to pay the legal fees of Krys Boyle which is representing Aspen in this transaction. To the extent Krys Boyle's fees are less than $5,000 the balance will be returned to ILMI. Other than for these legal fees, ILMI and Aspen will pay their own expenses reasonably incurred in connection with this transaction. 8.13 Exhibits. As of the execution hereof, the parties hereto have provided each other with the Exhibits provided for herein above, including any items referenced therein or required to be attached thereto. Any material changes to the Exhibits shall be immediately disclosed to the other party. AGREED TO AND ACCEPTED as of the date first above written. ILMI CORPORATION INTERNATIONAL LICENSING & MERCHANDISING INC. By /s/ Timothy J. Brasel By /s/ William Callari Timothy J. Brasel, President William Callari, President 11 SCHEDULE 1 Number of Number of Shares of Shares of Name and Address ILMI Aspen William Callari 1725 Highway #35 Wall Twp., NJ 07719 1,242,500 2,485,000 Joseph A Callari 268 Morningside Avenue Cliffside Park, NJ 07010 347,500 695,000 Martine Russwurm Marderstrasse 10 D-85598 Baldham, Germany 150,000 300,000 David Ciambrone c/o Weiner & Goodman Meridian Center Two Industrial Way West Eatontown, NJ 97724 40,000 80,000 Claus Dieter Weilbacher Martin Maier Strasse 84 Flein, 74223 Germany 95,000 190,000 Ronald Kulka 18 Troilus Drive Old Bridge, NJ 08857 250,000 500,000 Nicolas Jalowski 2390 Apple Ridge Road Circle Wall, NJ 08736 28,000 56,000 Gerald Goodman c/o Weiner & Goodman Meridian Center Two Industrial Way West Eatonton, NJ 07724 50,000 100,000 Patrice Hudson 40 West Medinah Circle Glendale Heights, IL 60139 25,000 50,000 Donna Trainor 9 Tremont Drive Neptune, NJ 07753 150,000 300,000 Jaytern Associates, Inc. - Pension Plan 29 Beach Road Monmouth Beach, NJ 07750 500,000 1,000,000 Daryl Hersch c/o Securities & Investment Planning Company 19 Center Street Chatham, NJ 07928 250,000 500,000 Robert Williams 2358 Quaker Church Road Yorktown Heights, NJ 10598 5,000 10,000 Emily Sauer PO Box 154 Red Bank, NJ 07755 5,000 10,000 Briant Mosolgo PO Box 904 Neptune, NJ 07754 10,000 20,000 Andrew Callari 111 44th Street, Apt. A Newport Beach, CA 92663 30,000 60,000 Joan Yagoda 34 Navesink Drive Monmouth Beach, NJ 07750 2,000 4,000 Eugene Cooke 3937 West Old Gun Road Midlothian, VA 23223 14,286 28,572 Peter Flack 500 Alexander Park Princeton, NJ 08543 125,000 250,000 Mark Spargo c/o IXL, Inc. 1888 Emery Street Atlantic, GA 30318 75,000 150,000 Jeff Gordon c/o IXL, Inc. 1919 Gallows Road Vienna, VA 22182 25,000 50,000 Friedman Seigelbaum LLP Seven Becker Farm Road Roseland, NJ 07068 30,000 60,000 Berard Yagoda 34 Navesink Drive Monmouth Beach, NJ 07750 1,000 2,000 Brandt Mandia 3461 Amboy Road, Apt. 1C Staten Island, NY 10306 3,000 6,000 Total 3,453,286 6,906,572 2 SCHEDULE 2 INTERNATIONAL LICENSING & MERCHANDISING, INC. ("ILMI") 2.4 The Officers and Directors of ILMI are as follows: Name Position William C. Callari President and Chairman Gerald Goodman Acting CFO and Director Joseph Callari General Counsel and Director Nicolas Jalowski Director Patrice Hudson Director Peter Flack Director Mark Spargo Director 2.17 Material Contracts and Obligations. 1. License Agreement with EXPO 2000 dated March 11, 1999, related to Twipsy TV-Animation Series. 2. License Agreement with EXPO 2000 dated March 11, 1999, related to the title and motif of the logo "EXPO 2000 Hannover" and the mascot "TWIPSY." SCHEDULE 3 ASPEN CAPITAL, INC. ("Aspen") 3.2 Directors and Officers of Aspen: Timothy J. Brasel - President, Secretary, Treasurer and Director 3.19 Material Contracts of Aspen None -----END PRIVACY-ENHANCED MESSAGE-----