-----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, Vut+IgiNdCLf0zXWyEy1Pww/OmCbPPhkGyjsham2zhQ+8e0FE309rNBAJQUveGJ2 UrUsOyn+9e5oKz/VeJbGOQ== 0000891554-99-002053.txt : 19991104 0000891554-99-002053.hdr.sgml : 19991104 ACCESSION NUMBER: 0000891554-99-002053 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991027 ITEM INFORMATION: FILED AS OF DATE: 19991103 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERNET HOLDINGS INC CENTRAL INDEX KEY: 0001001601 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 133758042 STATE OF INCORPORATION: UT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-26888 FILM NUMBER: 99740450 BUSINESS ADDRESS: STREET 1: C/O LAW OFFICE OF BECKMAN MILLMAN & SAND STREET 2: 116 JOHN STREET CITY: NEW YORK STATE: NY ZIP: 10038 BUSINESS PHONE: 2124064700 MAIL ADDRESS: STREET 1: C/O LAW OFFICE OF BECKMAN MILLMAN & SAND STREET 2: 116 JOHN STREET CITY: NEW YORKMELVILLE STATE: NY ZIP: 10038 FORMER COMPANY: FORMER CONFORMED NAME: CHINA BIOMEDICAL GROUP INC DATE OF NAME CHANGE: 19951003 8-K 1 FORM 8K SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): October 27, 1999. INTERNET HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) UTAH 0-26886 13-3758042 (State or Other (Commission (Employer Jurisdiction File Number) Identification Of Incorporation) Number) C/o Beckman, Millman & Sanders, LLP, 116 John Street, Suite 1313, New York, NY 10038 ----------------------------------------------------- (Address of Principal Executive Offices) Registrant's Telephone Number, Including Area Code: (212) 406-4700 Extension 24 Page 1 of 5 Item 1 Changes in Control of Registrant The Registrant has entered into an agreement (the Agreement) with Fairfax Equity Ltd. (FEL) and the stockholders of FEL whereby the Registrant will acquire the whole of the issued capital of FEL, which is described in Item 2 (below). This acquisition is contingent upon the completion by the Registrant of all relevant filings and audits and the settlement of all outstanding litigation. In the event that the acquisition is consummated, the Registrant will issue a total of 8,640,000 shares to the shareholders of FEL in order to acquire 100% of the issued capital of FEL. These shares will account for 80.3% of the issued share capital of the Registrant outstanding upon the consummation of the acquisition. The shareholders of FEL will thus have a majority of the shares issued and STG Holdings Plc. (the majority shareholder of FEL) will control 60.2% of the Registrant STG Holdings Plc. is a publicly quoted English company whose shares are traded on the London Stock Exchange OFEX market. The Managing Director of STG Holdings Plc. will join the board of directors of the Registrant upon consummation of the acquisition. The existing director and officers of the Registrant remain on the board but will resign following the completion of the Agreement. Security Ownership of Certain Beneficial Owners and Management If the acquisition is consummated the following table sets forth information with respect to beneficial ownership of Common Stock by (i) each person known by the Registrant who would own beneficially more than five percent (5%) of the outstanding Common Stock of the Registrant, (ii) each current director of the Registrant, and (iii) all directors and officers of the Registrant as a group. Except as other wise indicated the named person has sole voting and investment power with respect to such person's shares. Number of shares Name Beneficially owned Percent STG Holdings Plc 6,480,000 60.2% 2 Montpelier Street Knightsbridge London SW7 1EZ, United Kingdom T.H. Investments Ltd 2,160,000 20.1% Center Plaza Suite 2B Main Street Gibraltar Page 2 of 5 Christopher J. Wilkes Director 50,000 0.5% 22 Parrotts Field Hoddesdon Hertfordshire EN11 OQU, United Kingdom All executive officers and directors As a group: 50,000 0.5% Item 2 Acquisition or Disposition of Assets On October 27, 1999 the Registrant signed an agreement to acquire the whole of the issued capital of Fairfax Equity Ltd. (FEL). This agreement is contingent upon the Company completing and bringing up to date all relevant filings and audits and upon the settlement of all outstanding litigation. Both the Company and FEL believe that these conditions can be met and that the agreement will be implemented. The Agreement entails the Registrant acquiring all of the issued capital of FEL, in exchange for 8,640,000 shares of the Registrant's common stock. FEL is an English company which has assets consisting of cash and securities with a total value of $2,160,000 (two million one hundred and sixty thousand dollars). In the event that when the securities are realized the net proceeds together with the cash currently held by FEL totals less than $2,160,000 (two million one hundred and sixty thousand dollars) the majority shareholder of FEL, STG Holdings Plc. has guaranteed to contribute additional cash to bring the total amount up to $2,160,000 (two million one hundred and sixty thousand dollars). In the event of such shortfall no additional shares will be issued. The business of the Registrant has not changed and the Registrant continues to be now engaged in the business investing in companies providing hardware, software and services for the Internet markets. General Following completion of the Acquisition the Registrant will operate its business from offices in New York and London. Employees As of October 27, 1999 the Registrant had one full time employee. None of the employees are covered by a collective bargaining agreement. The Registrant believes its employee relations are good. Page 3 of 5 Properties The Registrant maintains postal and meeting facilities at the offices of its lawyers in New York. Following completion the Registrant will operate its business from offices in New York and London. Exemption from Registration The Securities to be issued by the Registrant pursuant to the Agreement are exempt from Registration under Section 4(2) of the Securities Act of 1933, as the issue of the securities does not involve a public offering. Item 7 Financial Statements, Pro-Forma Financial Information and Exhibits The Registrant is currently in the process of completing its audits for the years 1997 and 1998. These will be filed as soon as they are completed. In the event that the acquisition described in this filing is completed the financial statements of FEL called for by Item 7 will be filed no later than 60 days after the consummation of the acquisition. Exhibits 1) Agreement and Plan of Reorganization dated October 27, 1999 Page 4 of 5 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 thereto duly authorized. Dated this 27th day of October, 1999 Internet Holdings, Inc. (The Registrant) By: /s/ Christopher Wilkes ------------------------- Christopher J. Wilkes President Page 5 of 5 EX-1 2 ACQUISITION AGREEMENT AND PLAN OF REORGANIZATION ACQUISITION AGREEMENT AND PLAN OF REORGANIZATION October 28, 1999 INTERNET HOLDINGS, INC. A Utah Corporation ACQUISITION OF Fairfax Equity Ltd An English Corporation Page 1 of 31 TABLE OF CONTENTS RECITALS:....................................................................3 DEFINITIONS:.................................................................3 AGREEMENT....................................................................4 1 PLAN OF REORGANIZATION..................................................4 2 ACQUISITION OF OUTSTANDING CAPITAL OF ACQUIREE AND CONDITIONS PRECEDENT.............................................................4 3 CONSIDERATION...........................................................5 4 DELIVERY OF SHARES......................................................5 5 TERMINATION.............................................................6 6 REPRESENTATIONS AND WARRANTIES OF STOCKHOLDERS AND ACQUIREE.............7 7 REPRESENTATIONS AND WARRANTIES OF ACQUIROR.............................13 8 CLOSING DATE...........................................................16 9 CONDITIONS PRECEDENT TO THE OBLIGATIONS OF ACQUIREE AND THE STOCKHOLDERS. 17 10 CONDITIONS PRECEDENT TO THE OBLIGATIONS OF ACQUIROR....................17 11 INDEMNIFICATION........................................................18 12 NATURE AND SURVIVAL OF REPRESENTATIONS.................................18 13 DOCUMENTS AT CLOSING...................................................19 14 ADDITIONAL COVENANTS & UNDERTAKINGS....................................19 15 MISCELLANEOUS..........................................................20 Exhibit "A" Stockholders of Acquiror Exhibit "B" - Consent of Stockholders Exhibit "C" - Stockholders Certifications Exhibit "D" - Investment Letters Acquiree Schedules Acquiror Schedules Page 2 of 31 ACQUISITION AGREEMENT AND PLAN OF REORGANIZATION This Agreement is entered into October 28, 1999, by and between Internet Holdings, Inc., a Utah corporation, US Tax ID Number: 13-3758042 (hereinafter "Acquiror"); and Fairfax Equity Ltd, an English Corporation with registered Number: 3860360 (hereinafter "Acquiree"); and the persons listed in Exhibit "A" attached hereto and by this reference made a part hereof, the stockholders of Acquiree (hereinafter "Stockholders"). RECITALS: WHEREAS, Stockholders own all of the issued and outstanding capital stock of Acquiree; and WHEREAS, Acquiror desires to acquire all of the outstanding and issued shares of Acquiree. DEFINITIONS: "Acquiree Financial Statements" Financial statements showing the balance sheet of Acquiree as at 30th November 1999 as provided by Acquiree to Acquiror "Acquiror Financial Statements" Financial statements showing the balance sheet of Acquiror as at 31st October 1999 as provided by Acquiror to Acquiree "Closing Date" The date agreed between the Acquiror and Acquiree when all the conditions precedent set out in Clause 2 have been satisfied by the Acquiror "EDGAR" The electronic data base for filings by reporting companies maintained by the SEC. "SEC" the Securities and Exchange Commission of the United States of America Page 3 of 31 AGREEMENT NOW, THEREFORE, for the mutual consideration set out herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1 Plan of Reorganization. The Stockholders of Acquiree are the owners of all of the issued and outstanding shares of all classes of stock of Acquiree ("the Stock"). It is the intention of the parties hereto that all of the outstanding issued shares and the assets and business of Acquiree shall be acquired by Acquiror in exchange solely for Acquiror's voting common stock. It is the intention of the parties hereto that this transaction qualify as a tax-free reorganization under Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended, and related sections thereunder. 2 Acquisition of Outstanding Capital of Acquiree and Conditions Precedent a) Acquiror and Stockholders agree that all of the Stock of Acquiree will consist, at the Closing Date 10,000 shares of common stock which will be exchanged with Acquiror for a number of shares of voting restricted common stock of Acquiror and other payments and actions as defined below under paragraph 3 entitled Consideration. b) The share exchange set out above is conditional on the completion of the following actions by Acquiror: i) The settlement of all outstanding litigation in a form satisfactory to the Acquiree and the Stockholders ii) The completion of all outstanding statutory filings by Acquiror necessary to bring the said filings up to date and in compliance with all applicable laws, rules and regulations. Page 4 of 31 3 Consideration The Consideration payable by the Acquiror shall be as follows: a) 8,640,000 (eight million six hundred and forty thousand shares) of voting restricted common stock of Acquiror provided that: i) The Net Asset Value of Acquiree is at least $2,160,000 (two million one hundred and sixty thousand United States dollars) at the Closing Date thus equating to a price of $0.25 (twenty five cents) per share of Acquiror stock ii) In the event that the realised value of the assets of Acquiree is less than $2,160,000 (two million one hundred and sixty thousand United States dollars) then STG Holdings Plc (hereinafter STG), the majority shareholder of Acquiree, will increase the cash element of Acquiree's assets until the Net Asset Value of Acquiree is $2,160,000 (two million one hundred and sixty thousand United States dollars). b) Upon closing the Acquiror will enter into a consultancy agreement with Oxford Capital, Inc. at the rate of $200,000 (two hundred thousand United States dollars) per year. This will be satisfied by the issue of shares under an S8 Registration with the shares being issued as to $100,000 worth at $0.25 (twenty five cents per share) and $100,000 worth at $0.50 (fifty cents per share) thus giving a total amount of shares to be issued over 12 months of 600,000 shares. 4 Delivery of Shares. On the Closing Date, Stockholders will deliver certificates representing all of the issued and outstanding shares of Acquiree, duly endorsed so as to make Acquiror the sole holder thereof, free and clear of all claims and encumbrances. As soon as practicable after the Closing Date, delivery of the Acquiror shares, which will be appropriately restricted as to transfer, will be made to the Stockholders as set forth herein. The transaction contemplated herein shall not close unless all of the issued and outstanding shares of Acquiree are delivered at the Closing and the owners thereof execute this Agreement. A list of shareholders of Acquiree is attached hereto as Exhibit "A". Each Stockholder herein shall sign Exhibit "B", attached hereto and by this reference made a part hereof, evidencing his or her intent to be a party to this Agreement and bound hereby. Each Stockholder herein shall sign Exhibit "C", attached hereto and by this reference made a part hereof, evidencing his or her intent to be bound by the terms therein. Page 5 of 31 5 Termination a) This Agreement may be terminated by action of the Board of Directors of Acquiror, by the Board of Directors of Acquiree or by the Stockholders of Acquiree at any time prior to the Closing Date if: i) There shall be any actual or threatened action or proceeding by or before any court or any other governmental body which shall seek to restrain, prohibit, or invalidate the transactions contemplated by this Agreement and which, in the judgment of such Board of Directors made in good faith and based upon the advice of legal counsel, makes it inadvisable to proceed with the transactions contemplated by this Agreement; or ii) The Closing shall not have occurred prior to December 31, 1999, or such later date as shall have been approved by parties hereto, other than for reasons set forth below. iii) In the event of termination pursuant to this Section 5 a) no obligation, right, or liability shall arise hereunder and each party shall bear all of the expenses incurred by them in connection with the negotiation, drafting, and execution of this Agreement and the consummation of the transactions herein contemplated. b) This Agreement may be terminated at any time prior to the Closing Date by action of Acquiror if: i) Acquiree or the Stockholders shall fail to comply in any material respect with any of its or their covenants or agreements contained in this Agreement or if any of the representations or warranties of Acquiree or the Stockholders contained herein shall be inaccurate in any material respect; or ii) There shall have been any material adverse change after October 28, 1999, in the assets, properties, business, or financial condition of Acquiree taken as a whole which could have a materially adverse effect on the value of the Acquiree except any changes disclosed in any exhibits or schedules attached hereto. iii) In the event this Agreement is terminated pursuant to this Section 5 b) this Agreement shall be of no further force or effect, no obligation, right, or liability shall arise hereunder, and Acquiree shall bear its own costs as well as the legal, accounting, printing, and other costs incurred by Acquiror in connection with the negotiation, preparation, and execution of this Agreement and the transactions herein contemplated. Page 6 of 31 c) This Agreement may be terminated at any time prior to the closing Date by action of the Board of Directors of Acquiree or by the Stockholders of Acquiree if: i) Acquiror 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 Acquiror contained herein shall be inaccurate in any material respect; or ii) There shall have been any material adverse change after October 28, 1999, in the assets, properties, business, or financial condition of Acquiror as a whole which could have a materially adverse effect on the value of the business of Acquiror taken as a whole except any changes disclosed in any exhibit or schedule attached hereto. iii) In the event this Agreement is terminated pursuant to this Section this Agreement shall be of no further force or effect; no obligation, right, or liability shall arise hereunder, and Acquiror shall bear its own costs as well as the legal, accounting, printing, and other costs incurred by Acquiree and the Stockholders in connection with negotiation, preparation, and execution of this Agreement and the transactions herein contemplated. 6 Representations and Warranties of Stockholders and Acquiree The Stockholders and Acquiree hereby represent and warrant that, effective this date and the Closing Date, the representations and warranties listed below are true and correct. a) Stockholders of Acquiree. The Stockholders are the owners of all of the issued and outstanding shares of the capital stock of Acquiree; such shares are free from claims, liens, or other encumbrances; and, subject to compliance with applicable securities laws, Stockholders have the unqualified right to sell, transfer, and dispose of such shares subject to the laws of bankruptcy, insolvency, and general creditors' rights. Each Stockholder represents and warrants, that in regard to his, her or its shares of Acquiree, such Stockholder has the full right and authority to execute this Agreement and to transfer his, her or its shares of Acquiree to Acquiror. b) Restricted Shares to be issued. The Stockholders understand and are aware that the issuance of Acquiror shares hereunder is being made without registration under the Securities Act of 1933, as amended, (the "Act"), or any state securities laws and that the shares so issued may not be sold or transferred without registration under the Act and under applicable state securities laws, or unless an exemption from such registration is available. The Stockholders understand that the investment in the shares of Acquiror is speculative and may remain so for an indefinite period and acknowledge that the Stockholders are able to bear Page 7 of 31 the economic risk of their investment in the shares of Acquiror. All certificates evidencing Acquiror's common stock to be issued to Stockholders shall bear appropriate restrictive legends. c) Warranties Correct at Closing The Stockholders of Acquiree and Acquiree hereby represent and warrant that, effective this date and the Closing Date, the representations and warranties listed herein are true and correct. d) Corporate Authority. Acquiree has the full corporate power and authority to enter into this Agreement and (subject to any requisite approval by the holders of Acquiree common shares) to carry out the transactions contemplated by this Agreement. The Board of Directors of Acquiree has duly authorized the execution, delivery, and performance of this Agreement. e) Financial Statements. Financial statements of Acquiree have been delivered to Acquiror ("Acquiree Financial Statements"). To the best knowledge of Acquiree and its Stockholders, except as set forth in Acquiree's Schedules, there are no material liabilities, either fixed or contingent, not reflected in such financial statements other than contracts or obligations in the ordinary and usual course of business or, agreements constituting liens or other liabilities which, if disclosed, would alter substantially the financial condition of Acquiree as reflected in such financial statements. f) Absence of Certain Changes or Events. Except as set forth in this Agreement or the Acquiree Schedules attached hereto, since the date of the Acquiree Financial Statements: i) There has not been (1) any material adverse change in the business, operations, properties, assets, or financial condition of Acquiree taken as a whole; or (2) any damage, destruction, or loss to Acquiree (whether or not covered by insurance) materially and adversely affecting the business, operations, properties, assets, or conditions of Acquiree; ii) Acquiree has not (1) amended its Articles of Incorporation or Bylaws; (2) declared or made, or agreed to declare to 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 their capital stock; (3) waived any rights of value which in the aggregate are extraordinary or material considering the business of Acquiree; (4) made any material change in its method of management, operation, or accounting; (5) entered into any other material transactions not in the ordinary course of business except as otherwise contemplated by this Agreement; (6) 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; (7) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its employees; or (8) Page 8 of 31 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; iii) Acquiree has not (1) granted or agreed to grant any options, warrants, or other rights for its stocks, bonds, or other corporate securities calling for the issuance thereof except as described in the Schedules attached hereto; (2) 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; (3) paid any material obligation or liability (absolute or contingent) other than current liabilities reflected in or shown on the balance sheet contained in the Acquiree Financial Statement and current liabilities incurred since that date in the ordinary course of business; (4) sold or transferred, or agreed to sell or transfer, any of its assets, property, or rights (except assets, property, or rights held as inventory) or cancelled or agreed to cancel, any valid debts or claims (except debts or claims which in the aggregate are of a value of less than $2,000); (5) 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 Acquiree taken as a whole; or (6) 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 iv) To the best knowledge of Acquiree, it has not become subject to any law or regulation which materially and adversely affects, or in the future may adversely affect, its business, operations, properties, assets, or condition. g) Litigation and Proceedings. To the best knowledge of Acquiree and the Stockholders, Acquiree is not involved in any pending litigation or governmental investigation or proceeding not reflected in such financial statements, or otherwise disclosed in the Acquiree Schedules and, to the best knowledge of Acquiree and Stockholders, no litigation, claims, assessments, or governmental investigation or proceeding is threatened against Acquiree, its Stockholders, or properties. h) Organization i) As of the Closing Date, Acquiree will be in good standing in its jurisdiction of incorporation, and will be in good standing and duly qualified to do business in each or any County, Province or, State and jurisdiction where the failure to qualify would have a material adverse effect on Acquiree. ii) To the best knowledge of Acquiree and its Stockholders, Acquiree has complied with all state, federal, local and international laws in connection with its formation, issuance of securities, capitalization, and operations, and no contingent liabilities have been threatened or claims made, and no basis for Page 9 of 31 the same exists with respect to said operations, formation, or capitalization, including claims for violation of any state or federal securities laws except where any non-compliance would not materially affect the business or property of the Acquiree. i) Compliance with Laws, Rules and Regulations. Acquiree and its Stockholders represent and warrant that Acquiree complies with all applicable federal laws, rules and regulations, all applicable state laws, rules and regulations and all local and international laws rules and regulations relating to the operation of its business and the sale of Acquiree's products except to the extent that non-compliance would not materially and adversely affect the business, operations, properties, assets, or condition of Acquiree or except to the extent that non-compliance would not result in the incurring of any material liability for Acquiree. j) Tax Returns. Acquiree has filed all federal, state, county, and local income, excise, property, sales, and other tax returns, forms, or reports, which are due or required to be filed by it prior to the date hereof and has paid or made adequate provisions for the payment of all taxes, penalty fees, or assessments which have or may become due pursuant to such returns or pursuant to any assessments received. k) Subsidiaries. Acquiree has no subsidiaries and does not own any capital stock, security, partnership interest, or other interest of any kind in any corporation, partnership, joint venture, association, or other entity except as defined in the attached schedules hereto and made a part of this Agreement. l) No Conflict With Other Instruments. The execution of this Agreement will not violate or breach any document, instrument, agreement, contract, or commitment material to the business of Acquiree to which Acquiree or its Stockholders are a party and has been duly authorised by all appropriate and necessary action. m) Capitalization. The authorised capital stock of Acquiree consists of 10,000 shares of common stock (each(pound)1 shares), of which XX shares have been validly issued and are now outstanding. There are no outstanding convertible securities, warrants, options, or commitments of any nature which may cause authorised but un-issued shares to be issued to any person. All issued and outstanding shares are legally issued, fully paid, and non-assessable, and are not issued in violation of the pre-emptive or other right of any person. n) Title and Related Matters. Acquiree has good and marketable title to all of its licenses, copyrights, trademarks, trade secrets, patents, patents pending, properties, inventory, interests in properties, and other assets, real and personal, which are reflected in the Acquiree Financial Statements, or acquired after that date (except properties, interest in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business), free and clear of Page 10 of 31 all mortgages, liens, pledges, charges, or encumbrances except (i) statutory liens or claims not yet delinquent; (ii) 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 assets or properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties or in connection with such assets; and (iii) as described in Acquiree Financial Statements or in the Acquiree Schedules. Acquiree owns, free and clear of any liens, claims, encumbrances, royalty interests or other restrictions or limitations of any nature whatsoever, any and all procedures, techniques, business plans, methods of management, or other information utilised in the conduct of its business or operations, whether or not the value thereof is reflected in the most recent balance sheet included in the Acquiree Schedules. The plants, structures, and equipment of Acquiree that are necessary or used in the operations of its business are in good operating condition and repair, normal wear and tear excepted. o) Contracts i) Except as included or described in the Acquiree Schedules, there are no material contracts, agreements, franchises, license agreements, or other commitments to which Acquiree is a party or by which it or any of its properties or assets are bound. ii) Subject to the laws of bankruptcy, receivership, insolvency, general creditor's rights, and equitable principles, all contracts, agreements, franchises, license agreements, and other commitments to which Acquiree is a party or by which its properties or assets are bound and which are material to its operations taken as a whole, are valid and enforceable in all respects. iii) Acquiree is not a party to or bound by, and the assets of Acquiree are not subject to, any contract, agreement, other commitment or instrument; any charter or other corporate restriction; or any judgment, order, writ, injunction, or decree which materially and adversely affects, or in the future may (as far as Acquiree can now foresee), materially and adversely affect, the business, operations, properties, assets, or condition of Acquiree. iv) Except as included or described in the Acquiree Schedules or reflected in the most recent Acquiree Financial Statements, Acquiree is not a party to any oral or written (a) contract for employment of any officer or employee which is not terminable on 30 days (or less) notice; (b) profit sharing, bonus, deferred compensation, stock option, severance pay, pension benefit, or retirement plan, agreement, or arrangement covered by Title IV of the Employee Retirement Income Security Act, as amended; (c) agreement, contract, or indenture relating to the borrowing of money exceeding $5,000; guaranty of any obligation, other than one on which Acquiree is a primary obligor, for the borrowing of money or otherwise, excluding endorsements made for collection and other guarantees of obligations, which, in the aggregate do not Page 11 of 31 exceed $5,000; (e) consulting or other similar contract with an unexpired term of more than one year or providing for payment in excess of $60,000 in the aggregate from the date of agreement; (f) collective bargaining agreement, (g) agreement with any present or former officer or director of Acquiree or its subsidiaries; or (h) contract, agreement, or other commitment involving payments by it of more than $1,000 in the aggregate. p) Material Contract Defaults. i) To the best knowledge of Acquiree and its Stockholders, Acquiree 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 Acquiree, and there is no event of default or other event which, with notice or lapse of time or both, would constitute a default in any material respect under any such contract, agreement, lease, or other commitment in respect of which Acquiree has not taken adequate steps to prevent such a default from occurring. q) Acquiree Schedules. Acquiree has delivered to Acquiror the following schedules which are collectively referred to as the "Acquiree Schedules" and which consist of separate schedules dated as of the date of execution of this Agreement and instruments and data as of such date, all certified by the chief executive officer of Acquiree and its Stockholders, as complete, true, and correct: i) A schedule containing complete and correct copies of the Articles of Incorporation and Bylaws of Acquiree in effect as of the date of this Agreement; ii) A schedule including the financial statements of Acquiree as herein defined; iii) A schedule containing a description of all real property owned or leased by Acquiree or its subsidiaries, 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 with copies of the underlying documentation; iv) A schedule containing copies of all material contracts, promissory notes, profit sharing arrangements, options, warrants, employment agreements, licenses, agreements, or other instruments to which Acquiree is a party or by which it or its properties or assets are bound; v) A schedule describing all governmental licenses, permits, and other governmental authorisations (or requests or applications therefor) pursuant to which Acquiree carries on or proposes to carry on its business (except those which, in the aggregate, are immaterial to the present or proposed business of Acquiree); Page 12 of 31 vi) A schedule setting forth a description of any material adverse change in the business, operations, property, inventory, assets or liabilities of Acquiree since the date of the Acquiree Financial Statements; and vii) A schedule of all litigation or governmental investigation or proceeding which is pending or which, to the best knowledge of management, is threatened or contemplated. viii)Copies of contracts of employment agreements for all staff being retained. r) Information. The information concerning Acquiree set forth in this Agreement and in the Acquiree 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. 7 Representations and Warranties of Acquiror. Acquiror hereby represents and warrants that effective this date and the Closing Date, the following representations are true and correct: a) Issuance of Shares. As of the Closing Date, the Acquiror shares to be delivered to the Stockholders, will constitute valid and legally issued shares of Acquiror, fully-paid and non-assessable, and will be legally equivalent in all respects to the common stock of Acquiror issued and outstanding as of the date hereof. b) Authorisation The officers of Acquiror are duly authorised to execute this Agreement and have taken all action required by law and agreements, charters, Bylaws, etc., to properly and legally execute this Agreement. c) Financial Statements. Acquiror has delivered to Acquiree financial statements dated as December 31, 1996 and draft financial statements as of September 30, 1999. Said financial statements do fairly and accurately reflect the financial condition of the Acquiror as of the date hereof and the results of operations for the period reflected therein. Such statements have been prepared in accordance with generally accepted accounting principles, consistently applied. d) Absence of Certain Changes or Events. Except as set forth in this agreement or the Acquiror Schedules, since September 30, 1999: i) There has not been any material adverse change in the business, operations, properties, assets, or financial condition of Acquiror (whether or not covered by insurance) materially and adversely affecting the business, operations, properties, assets, or conditions of Acquiror; Page 13 of 31 ii) Acquiror has not (a) amended its Articles of Incorporation or Bylaws; (b) 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; (c) waived any rights or value which in the aggregate are extraordinary or material considering the business of Acquiror; (d) made any material change in its method of management, operation, or accounting; (e) entered into any other material transactions; (f) 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; (g) increased the rate of compensation payable or to become payable by it to any of its officers or directors of any of its employees; or (h) established or 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; iii) Acquiror has not (a) granted or agreed to grant any options, warrants, or other rights for its stocks, bonds, or other corporate securities calling for the issuance thereof; (b) 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; (c) paid any material obligation or liability (absolute or contingent) other than current liabilities reflected in or shown on the Acquiror balance sheet as of September 30, 1999, and current liabilities incurred since that date in the ordinary course of business; (d) sold or transferred, or agreed to sell or transfer, any of its assets, property, or rights, (e) 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 Acquiror; or (f) issued, delivered, or agreed to issue or deliver any stock, bonds, or other corporate securities including debentures (whether authorised and un-issued or held as treasury stock). iv) To the best knowledge of Acquiror, 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 Acquiror. v) There have been no material changes to the By-laws of the Acquiror since the date of the last filing. e) Litigation and Proceedings. To the best knowledge of Acquiror it is not involved in any pending litigation, claims, or governmental investigation or proceeding not reflected in such financial statements or otherwise disclosed in the Acquiror Schedules and there are no lawsuits, claims, assessments, investigations, or similar matters, to the best knowledge of management, threatened or contemplated against Acquiror, its management, or properties. Page 14 of 31 f) Organisation. As of the Closing Date Acquiror shall be duly organised, validly existing, and in good standing under the laws of the State of Utah; it has the corporate power to own its property and to carry on its business as now being conducted and is duly qualified to do business in any jurisdiction where the failure to qualify would have a material adverse effect on Acquiror. g) Tax Returns. Acquiror has filed all federal, state, county, and local income, excise, property, and other tax returns, forms, or reports, which are due or required to be filed by it prior to the date hereof. Acquiror has paid or made adequate provisions for the payment of all taxes, penalty fees, or assessments which have or may become due pursuant to such filed returns or pursuant to any assessments received. h) Contracts i) Subject to the laws of bankruptcy, insolvency, general creditor's rights, and equitable principles, all contracts, agreements, franchises, license agreements, and other commitments to which Acquiror is a party or by which it or its properties are bound, and which are material to the operations of Acquiror, are valid and enforceable by Acquiror in all respects. ii) Acquiror is not a party to any contract, agreement, commitment, or instrument or subject to any charter or other corporate restriction or any judgement, order, writ, injunction, decree, which materially and adversely affects, or in the future may (as far as Acquiror can now foresee) materially and adversely affect, the business, operations, properties, assets, or condition of Acquiror. iii) Except as included or referred to in the Acquiror Schedules or reflected in the latest Acquiror balance sheet, Acquiror is not a party to any material oral or written (a) contract for the employment of any officer or employee; (b) profit sharing, bonus, deferred compensation, stock option, severance pay, pension, benefit, or retirement plan, agreement, or arrangement covered by Title IV of the Employee Retirement Income Security Act, as amended; (c) agreement, contract, or indenture relating to the borrowing of money; (d) guaranty of any obligation, other than one which Acquiror is a primary obligor, for the borrowing of money or otherwise; (e) consulting or other similar contract; (f) collective bargaining agreement; or (g) agreement with any present or former officer or director of Acquiror. i) Material Contract Defaults. To the best of its knowledge, Acquiror has not materially breached, nor has it any knowledge of any pending or threatened claims or any legal basis for a claim that Acquiror has materially breached, any of the terms or conditions of any agreements, contracts, or commitments to which it is a party or is bound and the execution and performance hereof will not violate any provisions of applicable law of any agreement to which Acquiror is subject. Page 15 of 31 j) No Conflict with Other Instrument. The execution of this Agreement will not violate or breach any document, instrument, agreement, contract, or commitment material to the business of Acquiror, to which Acquiror is a party. k) Securities Laws. Acquiror represents that to the best of its knowledge it has no existing or threatened liabilities, claims, lawsuits, or basis for the same with respect to its original stock issuance to its founders, its public offering, or any dealings with its Stockholders, the public, brokers, the Securities and Exchange Commission, state agencies, or other persons l) Compliance With Laws and Regulations. To the best of its knowledge, Acquiror 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 non-compliance would not materially and adversely affect the business, operations, properties, assets, or condition of Acquiror or except to the extent that non-compliance would not result in the incurring of any material liability. m) Acquiror Schedules. Acquiror has delivered to Acquiree the following schedules, which are collectively referred to as the "Acquiror Schedules", which are dated the date of this Agreement, all certified by an officer of Acquiror and the officers of Acquiror to be complete, true, and accurate: i) A schedule containing copies of all financial statements filed by Acquiror with the SEC; ii) A schedule setting forth a description of any material adverse change in the business, operations, property, inventory, assets, or conditions of Acquiror since September 30, 1996; iii) A schedule of all litigation or governmental investigation or proceeding which is pending or which, to the best knowledge of management, is threatened or contemplated; n) Information. The information concerning Acquiror set forth in this Agreement and in the Acquiror 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. 8 Closing Date The Closing Date herein referred to shall be upon such date as the parties hereto may mutually agree upon, but is expected to be on or about November 30, 1999, but not later than December 31, 1999. As soon as practicable after the Closing, Acquiror shall deliver Page 16 of 31 and the Stockholders will be deemed to have accepted delivery, the certificate of stock to be issued in his or her name, and in connection therewith at closing, will make delivery of his or her stock in Acquiree to Acquiror. Certain opinions, exhibits, etc., may be delivered subsequent to the Closing Date upon the mutual agreement of the parties hereto 9 Conditions Precedent to the Obligations of Acquiree and the Stockholders. All obligations of Acquiree and Stockholders under this Agreement are subject to the fulfilment, by Acquiror, prior to or as of the Closing Date, of each of the following conditions: a) The representations and warranties by or on behalf of Acquiror contained in this Agreement or in any certificate or documents delivered to Acquiree pursuant to the provisions hereof shall be true in all material respects at and as of the time of Closing as though such representations and warranties were made at and as of such time; b) Acquiror shall have performed and complied with all covenants, agreements, and conditions required by this Agreement to be performed or complied with by it prior to or at the Closing on the Closing Date; c) Acquiror shall take all corporate action necessary to issue the shares to Stockholders pursuant to this Agreement; d) Acquiror will have complied with all matters set out in Clause 2 of this agreement. 10 Conditions Precedent to the Obligations of Acquiror. All obligations of Acquiror under this Agreement are subject to the fulfilment, by Acquiree and Stockholders, prior to or as of the Closing Date, of each of the following conditions: a) The representations and warranties by Acquiree and Stockholders contained in this Agreement or in any certificate or document delivered to Acquiror pursuant to the provisions hereof shall be true at and as of the time of Closing as though such representations and warranties were made at and as of such time; b) Acquiree and Stockholders shall have performed and complied with all covenants, agreements, and conditions required by this Agreement to be performed or complied with by it prior to or at the Closing; including the delivery of all of the outstanding stock of Acquiree; Page 17 of 31 c) Stockholders shall deliver to Acquiror a letter commonly known as an "investment letter" agreeing that the shares of stock in Acquiror are being acquired for investment purposes, and not with a view to public resale and that the materials, including current financial statements prepared and delivered by Acquiror to Stockholders, have been read and understood by Stockholders and that they are acquiring the Acquiror shares under Section 4(2), commonly known as the private offering exemption of the Securities Act of 1933, and that the shares are restricted and may not be resold, except in reliance on an exemption under the Act. 11 Indemnification Within the period provided in paragraph 12 herein and in accordance with the terms of that paragraph, each party to this Agreement shall indemnify and hold harmless each other party at all times after the date of this Agreement against and in respect of any liability, damage, or deficiency, all actions suits, proceedings, demands, assessments, judgments, costs, and expenses which exceed $25,000 including attorney's fees incident to any of the foregoing, resulting from any misrepresentations, breach of covenant, or warranty or non-fulfilment of any agreement on the part of such party under this Agreement or from any misrepresentation in or omission from any certificate furnished or to be furnished to a party hereunder. Subject to the terms of this Agreement, the defaulting party shall reimburse the other party or parties on demand, for any reasonable payment made by said parties at any time after the Closing, in respect of any liability of claim to which the foregoing indemnity relates, if such payment is made after reasonable notice to the other party to defend or satisfy the same and such party failed to defend or satisfy the same. No liability shall arise for a party hereof regarding a settlement of any claim unless such settlement was previously approved by such party. 12 Nature and Survival of Representations All representations warranties, and covenants made by any party in this Agreement shall survive the Closing hereunder and the consummation of the transactions contemplated hereby for two years from the date hereof. All of the parties hereto are executing and carrying out the provisions of this Agreement in reliance solely on the representations, warranties, and covenants and agreements contained in this Agreement or at the Closing of the transactions herein provided for and not upon any investigation upon which it might have made or any representations, warranty, agreement, promise, or information, written or oral, made by the other party or any other person other than as specifically set forth herein. Page 18 of 31 13 Documents at Closing At the Closing the following transactions shall occur, all of such transactions being deemed to occur simultaneously: a) Stockholders will deliver, or cause to be delivered, to Acquiror the following: i) Stock certificates for all of the issued and outstanding stock of Acquiree being tendered and duly endorsed; ii) All corporate records of Acquiree, including without limitation, corporate minute books (which shall contain copies of the Articles of Incorporation and Bylaws, as amended to the Closing), stock books, stock transfer books, corporate seals, and other such corporate books and records as may reasonably be requested for review by Acquiror and its counsel; iii) A certificate executed by the Stockholders to the effect that all representations and warranties made by Acquiree under this Agreement are true and correct as of the Closing, the same as though originally given to Acquiror on said date; iv) An investment letter from the Stockholders representing that they are acquiring shares of Acquiror for investment purposes only and not with a view to further distribution; and v) Such other instruments, documents, and certificates, if any, as are required to be delivered pursuant to the provision of this Agreement or which may be reasonably requested in furtherance of the provisions of this Agreement. vi) Stock certificates for common stock to be issued as part of the exchange as listed on Exhibit "A"; vii) Such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement. 14 Additional Covenants & Undertakings Between the date hereof and the Closing Date, except with the prior written consent of the other party: a) Acquiror and Acquiree shall conduct their business only in the usual and ordinary course and the character of such business shall not be changed nor any different business be undertaken. b) No change shall be made in the Articles of Incorporation or Bylaws of Acquiror or Acquiree. Page 19 of 31 c) No change shall be made in the authorised or issued shares of Acquiror or Acquiree. d) Neither Acquiror nor Acquiree shall discharge or satisfy any lien or encumbrance or obligation or liability, other than current liabilities shown on the financial statements heretofore delivered and current liabilities incurred since that date in the ordinary course of business. e) Neither Acquiror nor Acquiree shall make any payment or distribution to their respective stockholders or purchase or redeem any shares or capital stock. f) Neither Acquiror nor Acquiree shall mortgage, pledge, or subject to lien or encumbrance any of its assets, tangible or intangible. g) Neither Acquiror nor Acquiree shall cancel any debts or claims or waive any rights. 15 Miscellaneous a) Further Assurances. At any time and from time to time, after the effective date, each party will execute such additional instruments and take such action as may be reasonably requested by the other party to confirm or perfect title to any property transferred hereunder or otherwise to carry out the intent and purposes of this Agreement. b) Waiver. Any failure on the part of any party hereto to comply with any of its obligations, agreements, or conditions hereunder may be waived in writing by the party to whom such compliance is owed. c) Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been given if delivered in person or sent by prepaid first class registered or certified mail, return receipt requested. d) Headings. The section and subsection heading in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. e) Counterparts. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. f) Governing Law. This Agreement was negotiated and is being contracted for in the State of Utah and shall be governed by the laws of the State of Utah, not withstanding any Utah or other conflict-of-law provision to the contrary, and the securities being issued herein are being issued and delivered in the State of Utah Page 20 of 31 in accordance with isolated transaction and non-public offering exemption. g) Binding Effect. This Agreement shall be binding upon the parties hereto and inure to the benefit of the parties, their respective heirs, administrators, executors, successors, and assigns. h) Entire Agreement. This Agreement contains the entire agreement between the parties hereto and supersedes any and all prior agreements, arrangements, or understandings between the parties relating to the subject matter hereof. No oral understandings, statements, promises, or inducements contrary to the terms of this Agreement exist. No representations, warranties, covenants, or conditions, express or implied, other than as set forth herein, have been made by any party. i) Severability. If any part of this Agreement is deemed to be unenforceable the balance of the Agreement shall remain in full force and effect. Page 21 of 31 IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first above written. ATTEST: Internet Holdings, Inc. A Utah corporation By: /s/ C.J. Wilkes President ATTEST: Fairfax Equity Ltd An English Company By: /s/ S.P Taylor Managing Director STOCKHOLDERS ATTEST: STG Holdings, Plc An English Company By: /s/ S.P. Taylor Managing Director The signing of this document has been WITNESSED by:- Name:__Anthony Somers_______________________ Signed:_____/ S Anthony Somers_________________ Occupation:__Company Director__________________ ATTEST: T.H. Investments Ltd A Gibraltar Company By: /S F. Napoli Managing Director Witnessed by: Name:____Shirley McClymont___________________________ Signed:____/S Shirley McClymont_______________________ Occupation:___Company Executive ________________________________ Page 22 of 31 EXHIBIT "A" Name and Address Acquiree Acquiror of Stockholders Ordinary Shares Common Stock - --------------- --------------- ------------ STG Holdings Plc 7,500 (75%) 6,480,000 2 Montpelier Street, Knightsbridge London, SW7 1EZ T.H. Investments Ltd 2,500 (25%) 2,160,000 Suite 2B Centre Plaza Main Street Gibraltar Page 23 of 31 EXHIBIT "B" To the Agreement dated October 28, 1999 between Internet Holdings, Inc., Fairfax Equity Ltd. and the Stockholders of Fairfax Equity Ltd. CONSENT OF STOCKHOLDERS The undersigned stockholder of Common Stock of Fairfax Equity Ltd a UK Company, does hereby consent to the exchange of the shares of Fairfax Equity Ltd. owned by the undersigned, for shares of restricted Common Stock of Internet Holdings, Inc., a Utah corporation. The exchange shall be on a basis wherein the undersigned shall receive 6,480,000 shares of Internet Holdings, Inc., for all of the issued and outstanding shares of Fairfax Equity Ltd which are owned by the Undersigned. ACCEPTANCE Dated: October 28, 1999 By: ----------------------------------- For & on behalf of STG Holdings Plc Page 24 of 31 EXHIBIT "B" To the Agreement dated October 28, 1999, between Internet Holdings, Inc., Fairfax Equity Ltd and the Stockholders of Fairfax Equity Ltd. CONSENT OF STOCKHOLDERS The undersigned stockholder of Common Stock of Fairfax Equity Ltd, a UK Limited Company, does hereby consent to the exchange of the shares of Fairfax Equity Ltd. owned by the undersigned, for shares of restricted Common Stock of Internet Holdings, Inc., a Utah corporation. The exchange shall be on a basis wherein the undersigned shall receive 2,160,000 shares of Internet Holdings, Inc., for all of the issued and outstanding shares of Fairfax Equity Ltd., which are owned by the Undersigned. ACCEPTANCE Dated: October 28, 1999 By: --------------------------------------- For & on behalf of T.H. Investments Ltd Page 25 of 31 EXHIBIT "C" STOCKHOLDER'S CERTIFICATE The undersigned stockholder of Fairfax Equity Ltd. ("Acquiree"), does hereby certify that the undersigned is a principal stockholder of Acquiree, a United Kingdom Limited Company, and as such is familiar with the business affairs of said company, and is familiar with and has read the Agreement and Plan of Reorganization between Internet Holdings, Inc. ("Acquiror") a Utah corporation, and Acquiree dated October 28, 1999. The undersigned does hereby state that the representations and warranties made by the undersigned and Acquiree contained in said Agreement, to the best knowledge of the undersigned, are true and correct at and as of the time of closing. In addition, the undersigned hereby states that, to the best knowledge of the undersigned, Acquiree has performed and complied with all covenants, agreements, and conditions required by the Agreement to be performed or complied with by Acquiree prior to or at the closing on the closing date. IN WITNESS WHEREOF, the undersigned have hereunto duly executed this Certificate this day October 28, 1999. By: ----------------------------------- For & on behalf of STG Holdings Plc Page 26 of 31 EXHIBIT "C" STOCKHOLDER'S CERTIFICATE The undersigned stockholder of Fairfax Equity Ltd. ("Acquiree"), does hereby certify that the undersigned is a principal stockholder of Acquiree, a United Kingdom Limited Company, and as such is familiar with the business affairs of said company, and is familiar with and has read the Agreement and Plan of Reorganization between Internet Holdings, Inc. ("Acquiror") a Utah corporation, and Acquiree dated October 28, 1999. The undersigned does hereby state that the representations and warranties made by the undersigned and Acquiree contained in said Agreement, to the best knowledge of the undersigned, are true and correct at and as of the time of closing. In addition, the undersigned hereby states that, to the best knowledge of the undersigned, Acquiree has performed and complied with all covenants, agreements, and conditions required by the Agreement to be performed or complied with by Acquiree prior to or at the closing on the closing date. IN WITNESS WHEREOF, the undersigned have hereunto duly executed this Certificate this day October 28, 1999. By: --------------------------------------- For & on behalf of T.H. Investments Ltd Page 27 of 31 EXHIBIT "D" INVESTMENT LETTER The undersigned hereby represents to Internet Holdings, Inc. that (1) the shares of the Company's $.001 par value common stock (the "Securities") which are being acquired by the undersigned are being acquired for his, her or its own account and for investment and not with a view to the public resale or distribution thereof; (2) The undersigned will not sell, transfer, or otherwise dispose of the Securities except in compliance with the Securities Act of 1933, as amended (the "Act"); and (3) he is aware that the Securities are "Restricted Securities" as that term is defined in Rule 144 or the general rules and regulations under the Act. The undersigned further acknowledges that he has had an opportunity to ask questions of, and receive answers from duly designated representatives of the corporation concerning the terms and conditions pursuant to which the Securities are being offered. The undersigned acknowledges that he has been afforded an opportunity to examine such documents and other information which he has requested for the purpose of verifying the information given him. The undersigned acknowledges and understands that the Securities are unregistered and must be held indefinitely unless they are subsequently registered under the Act or an exemption from such registration is available. Only the Company may register its Securities under the Act and it currently is not contemplating registering any of its Securities other than as set out in the agreement between the Company and Fairfax Equity Ltd. The undersigned further acknowledges that he is fully aware of the applicable limitations on the resale of the Securities. These restrictions, for the most part, are set forth in Rule 144. The rule permits sales of "Restricted Securities" upon compliance with the requirements of such rule. If the rule is available to the undersigned, the undersigned may make only routine sales of Securities, in limited amounts, in accordance with the terms and conditions of that rule. I am capable of bearing the economic risks of an investment in the Securities. I fully understand the speculative nature of the Securities and the possibility of the total loss of my investment. My present financial condition is such that I am under no present or contemplated future need to dispose of any portion of the Securities to satisfy any existing or contemplated undertaking, need, or indebtedness. Any and all certificates representing the Securities, and any and all Securities issued in replacement thereof or in exchange therefore, shall bear an investment legend which the undersigned understands. The purchaser further agrees that the Company shall have the right to issue stop-transfer instructions to its transfer agent and acknowledges that the Company has informed the undersigned of its intention to issue such instructions. Yours Sincerely, By: ----------------------------------- For & on behalf of STG Holdings Plc Page 28 of 31 EXHIBIT "D" INVESTMENT LETTER The undersigned hereby represents to Internet Holdings, Inc. that (1) the shares of the Company's $.001 par value common stock (the "Securities") which are being acquired by the undersigned are being acquired for his, her or its own account and for investment and not with a view to the public resale or distribution thereof; (2) The undersigned will not sell, transfer, or otherwise dispose of the Securities except in compliance with the Securities Act of 1933, as amended (the "Act"); and (3) he is aware that the Securities are "Restricted Securities" as that term is defined in Rule 144 or the general rules and regulations under the Act. The undersigned further acknowledges that he has had an opportunity to ask questions of, and receive answers from duly designated representatives of the corporation concerning the terms and conditions pursuant to which the Securities are being offered. The undersigned acknowledges that he has been afforded an opportunity to examine such documents and other information which he has requested for the purpose of verifying the information given him. The undersigned acknowledges and understands that the Securities are unregistered and must be held indefinitely unless they are subsequently registered under the Act or an exemption from such registration is available. Only the Company may register its Securities under the Act and it currently is not contemplating registering any of its Securities other than as set out in the agreement between the Company and Fairfax Equity Ltd. The undersigned further acknowledges that he is fully aware of the applicable limitations on the resale of the Securities. These restrictions, for the most part, are set forth in Rule 144. The rule permits sales of "Restricted Securities" upon compliance with the requirements of such rule. If the rule is available to the undersigned, the undersigned may make only routine sales of Securities, in limited amounts, in accordance with the terms and conditions of that rule. I am capable of bearing the economic risks of an investment in the Securities. I fully understand the speculative nature of the Securities and the possibility of the total loss of my investment. My present financial condition is such that I am under no present or contemplated future need to dispose of any portion of the Securities to satisfy any existing or contemplated undertaking, need, or indebtedness. Any and all certificates representing the Securities, and any and all Securities issued in replacement thereof or in exchange therefore, shall bear an investment legend which the undersigned understands. The purchaser further agrees that the Company shall have the right to issue stop-transfer instructions to its transfer agent and acknowledges that the Company has informed the undersigned of its intention to issue such instructions. Yours Sincerely, By: --------------------------------------- For & on behalf of T.H. Investments Ltd Page 29 of 31 Acquiree Schedules Page 30 of 31 Acquiror Schedules Page 31 of 31 -----END PRIVACY-ENHANCED MESSAGE-----