-----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, M4oQLJfOw3+lCj5tZvP76h9b7l90s72gSNxQqIx+CFcudHIGSsQmfigXUFmIkDMW Ejc73bUyDC3DQXWmg1xCCA== 0001010549-98-000152.txt : 19980518 0001010549-98-000152.hdr.sgml : 19980518 ACCESSION NUMBER: 0001010549-98-000152 CONFORMED SUBMISSION TYPE: 10SB12G PUBLIC DOCUMENT COUNT: 17 FILED AS OF DATE: 19980515 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: VOXCOM HOLDINGS INC CENTRAL INDEX KEY: 0001061554 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: NV FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10SB12G SEC ACT: SEC FILE NUMBER: 000-24273 FILM NUMBER: 98626128 BUSINESS ADDRESS: STREET 1: 8115 PRESTON RD STREET 2: 8TH FL EAST CITY: DALLAS STATE: TX ZIP: 75225 BUSINESS PHONE: 2146910055 MAIL ADDRESS: STREET 1: 8115 PRESTON RD STREET 2: 8TH FL EAST CITY: DALLAS STATE: TX ZIP: 75225 10SB12G 1 U.S. Securities and Exchange Commission Washington, D.C. 20549 Form 10-SB GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL BUSINESS ISSUERS Under Section 12(b) or (g) of the Securities Exchange Act of 1934 VOXCOM HOLDINGS, INC. (Name of Small Business Issuer in Its Charter) Nevada 75-2715335 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 8115 Preston Road, Eighth Floor-East, Dallas, Texas 75225 (Address of Principal Executive Offices) (Zip Code) (214) 691-0055 (Issuer's Telephone Number) Securities to be registered pursuant to 12(b) of the Act: None Securities to be registered pursuant to 12(g) of the Act: Common Stock $.0001 Par Value (Title of Class)
TABLE OF CONTENTS Page PART I Item 1. Description of Business.........................................................................3 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.......................................................................9 Item 3. Description of Property........................................................................14 Item 4. Security Ownership of Certain Beneficial Owners and Management.................................15 Item 5. Directors, Executive Officers, Promoters and Control Persons...................................16 Item 6. Executive Compensation.........................................................................18 Item 7. Certain Relationships and Related Transactions.................................................19 Item 8. Description of Securities......................................................................20 PART II Item 1. Market Price of and Dividends of the Registrant's Common Equity and Other Shareholder Matters..................................................................26 Item 2. Legal Proceedings..............................................................................27 Item 3. Changes in and Disagreements with Accountants..................................................27 Item 4. Recent Sales of Unregistered Securities........................................................27 Item 5. Indemnification of Directors and Officers......................................................28 PART F/S Financial Statements PART III Item 1. Index to Exhibits..............................................................................30 Item 2. Description of Exhibits........................................................................30 2
Explanatory Note: Unless otherwise indicated or the context otherwise requires, all references herein to the "Company" are to Voxcom Holdings, Inc., a Nevada corporation, and its wholly-owned subsidiaries, Voxcom Systems, Inc. AmeraPress, Inc, and The Home Business Group, Inc. PART I Item 1. Description of Business General Newcorp One, Inc. ("Newcorp"), a corporation organized under the laws of the State of Nevada in September 1996, acquired all of the issued and outstanding shares of common stock of Voxcom Systems, Inc., a company organized under the laws of the State of Delaware in November 1994, in exchange for an aggregate of 4,000,000 post-split shares of voting common stock of Newcorp, at $.0001 par value per share, and 4,000,000 post-split Class A Warrants and Class B Warrants, pursuant to an Agreement and Plan of Reorganization, dated June 9, 1997. Newcorp was formed in accordance with the Plan of Reorganization of Weaver Arms Corporation, as confirmed by the United States Bankruptcy Court, Central District of California on January 20, 1994. At the time of the acquisition of Voxcom Systems, Inc., Newcorp had no assets, business or operations. Voxcom Systems was organized to provide merchant accounts and credit card processing solutions to small businesses, home based businesses, multi-level marketing distributors, and independent distributors. In operation since January 1995, Voxcom Systems is engaged in the transaction processing industry, providing low-cost credit card processing to diverse merchants, including in-home businesses, through its patented and proprietary Credit Verification Phone system. On June 18,1997, Newcorp filed Restated Articles of Incorporation with the Secretary of State of Nevada, increasing the Company's authorized common stock from 50,000,000 shares to 100,000,000 shares, adding provisions regarding corporate management and control, and changing the name of the Company to "Voxcom Holdings, Inc." ("Voxcom Holdings"). On June 19, 1997, the Company filed a Certificate of Decrease in Authorized and Issued Shares with the Secretary of State of Nevada, stating a change in the number of shares of the Company's common stock from 100,000,000 shares to 25,000,000 shares, resulting from a reverse split of shares. There was no change in par value. Concurrent with its acquisition of Voxcom Systems, Voxcom Holdings acquired all of the issued and outstanding common stock of AmeraPress, Inc. ("AmeraPress"), a corporation organized under the laws of the State of Nevada in June 1997 to engage in the specialty printing and finishing 3 business. AmeraPress succeeded to the business of Voxcom Sales, L.L.C. ("Voxcom Sales"), a company organized under the laws of the State of Delaware in November 1995. The common stock of AmeraPress was acquired in exchange for a $10,000,000 note, payable in 24 consecutive, equal monthly installments. The Promissory Note was collateralized by all of the outstanding shares of AmeraPress, pursuant to a Security Agreement-Pledge by and between Voxcom and the shareholders of AmeraPress. In December 1997, the remaining balance of the Promissory Note was exchanged for 80,000 shares of Series A Preferred Stock redeemable at the option of the Company at the issue price of $100 each. In March 1997, Voxcom Sales, entered into a Promissory Note in the amount of $76,711, and Purchase Money Security Agreement securing the Note, with General Binding Corporation ("GBC"), a Delaware corporation, for the purchase of equipment consisting of a GBC Vulcan II System (Versa Feeder, Vulcan II Laminator and Vulcan II Cutter). The Note is payable in twelve quarterly payments of $6,393 to be paid through purchases of laminating film by AmeraPress through GBC. At December 31, 1997, the Note balance was $58,000. On July 1, 1997, the Company entered into a Consulting Agreement and Covenant Not to Compete with Kim Crowther and Brian Jensen to manage a company to conduct home business seminars to promote the Company's goods and services, including the printed products of AmeraPress (the "Lecture Company") and to compensate them for their exclusive service to the Lecture Company for a period of sixty (60) months by granting them 200,000 shares of the Company's common stock, 4% of the gross proceeds of sales by the Lecture Company, and commissions equal to 25% of the net profit of the Lecture Company on a combined basis. The Company will also grant them shares of the Company's common stock at June 30, 1998 in an amount equal to the net profit of the Lecture Company on a combined basis, subject to deductions for federal income tax, debt service obligations of the Lecture Company, and commissions paid, multiplied by the average price to earnings ratio of the Company's common stock over the 90 days prior to June 30, 1998, multiplied by 25%, and divided by the average over the 20 trading days preceding June 30, 1998 of the mean bid and ask price in the over-the-counter market. In each succeeding year of the Agreement, shares of common stock will be granted based on the same formula, except that instead of using net profit (as adjusted) as the starting number, the growth in net profit over the previous year will be substituted and the same adjustments applied. Home Business Group, Inc. was incorporated in the State of Delaware and acquired certain assets and liabilities of and continued the business of the Lecture Company, commencing during the quarter ended December 31, 1997. The continued operations of AmeraPress and Home Business Group, Inc. are referred to together as the "Home Business Segment". On August 5, 1997, to assist the Company in securing and retaining key professional and consulting personnel, the Board of Directors approved the 1997 Stock Bonus Plan (the "Plan"). The total number of shares to be issued under the Plan were limited to 750,000 shares of Common Stock. Shares issued pursuant to the Plan will be registered with the Securities and Exchange Commission 4 under a Form S-8 registration statement when the Company is eligible to use such form. Pursuant to the Plan, a total of 575,000 shares of Common Stock were issued to seven individuals. The Plan expired on September 30, 1997. On March 13, 1998 the Company acquired all of the issued and outstanding shares of MAXpc Technologies, Inc. in consideration for the issue of 210,000 shares of Common Stock. MAXpc has the exclusive manufacturing and marketing rights to certain multimedia computer hardware and software. Marketing of the product commenced at the end of April 1998. The contract also provides that 25% of the net after tax profits of MAXpc will be paid to the Seller. See Part II, Item 1., "Market Price of and Dividends on the Registrant's Common Equity and Other Shareholder Matters." The Company's activities to date have consisted of the promotion and marketing through seminars of home-based business opportunities, the production and sale of customized printing and the sale and distribution of merchant credit card authorization and payment systems, as well as raising capital, locating and acquiring equipment, identifying prospective customers, and administrative activities relating to the foregoing. The Company's future business, including expansion of its present operations, may require additional equity and/or debt financing, which may not be available in a timely manner, on commercially reasonable terms, or at all. See Part 1, Item 2 "Management's Discussion and Analysis or Plan or Operation." See Part I, Item 7, "Certain Relationships and Related Transactions" for information about the interests of certain directors, executive officers and promoters of the Company in the formation and reorganization transactions described above involving Voxcom Holdings, Voxcom Systems, AmeraPress, and HBG. See Part 1. Item 3, "Description of Property," for information about the Company's facilities. Principal Products, Distribution and Competitive Conditions The Company's activities are divided into three segments: (i) Credit card processing and authorization systems; (ii) Home-based business; and (iii) Technology; 5 Credit Card Processing and Authorization Systems In May, 1992, the credit card industry responded to increasing levels of credit card fraud by requiring advance authorization of all credit card transactions or else charging the merchant extra processing fees for unauthorized charges. It is estimated that 97% of all credit card purchases in the U.S. are preceded by such authorizations. The Company, through its subsidiary Voxcom Systems, Inc., offers merchants of all sizes a competitive product which can include processing hardware, voice platform and authorization, and an attractive discount rate on all credit card transactions. For the small merchant, or direct salesperson, the Company's proprietary Credit Verification Phone ("CVP") is a host-based system utilizing an interactive Voice Platform instead of a modem. The device is manufactured by KIA Intertrade, an unaffiliated company located in Korea. The CVP is compact and light-weight. It does not require A.C. power, is portable, offers a voice tutorial to users, and can be used as a standard telephone if desired. The Company also provides minor repairs at its Euless, Texas facility for malfunctioning CVP terminals, and returns malfunctioning CVP terminals requiring major repair to the manufacturer for replacement. This segment of the Company's business employs 14 people and has 75 commissioned agents in 31 states. Business is generated either by incoming responses from national advertising or from contact by the experienced agent. Competition for credit card verification business is intense, and the market is saturated with systems to meet this need. Most are modem based, on-line systems requiring a dedicated phone line, and the cost of access systems ranges from $195 to $1,700. The Company believes it can compete for a share of the business because of the affordability, portability and multiple uses of its CVP and due to its relationships with processing banks and card providers. For the large merchant the Company is able to offer other manufacturers' systems to meet the appropriate need. The larger merchants approached by the Company usually require more expensive and more sophisticated credit card processing equipment. Most of this equipment necessitates a dedicated phone line compared to the post ability of the CVP. The Company is able to offer equipment from other manufacturers to meet all needs of merchants for their processing. The Company has the following contractual arrangements in the credit card industry. The Company is an independent sales organization (ISO) of Heartland Card Services, Inc., a credit processing company. The Company is charged interchange costs to the credit card provider (VISA and Master Card) by Heartland and accounts to Heartland a share of the increase over the interchange cost charged to its clients. The Company has agreements with Delta Card Systems/Woodforest Bank, Electronic Card Systems, First American Payment Systems/First National Bank in Brookings and Money Transfer 6 System/NPC whereby the Company purchases credit card processing at an established rate, and retains the discount rate charged above that rate. The Company believes it is now competitive in the discount rates being offered to all types of businesses ranging from the sole trader to the very large corporations. More than $100 million of annual credit card throughput has been contracted by the Company since October 1997, and the residual income from this segment of the business is growing. Home-Based Business Division The Company operates this division through two wholly owned subsidiaries, Home Business Group, Inc. ("HBG") and AmeraPress Inc. HBG conducts seminars in major cities throughout the United States and offers attendees the opportunity to purchase introductory kits to approximately four different home-based businesses. One of these businesses is AmeraPress, and the others include vending machines, an Internet product and prepaid telephone cards, none of which is affiliated with the Company except that a director of HBG is a shareholder and officer of the vending machine company. HBG attracts its attendees by a mailing campaign requesting recipients to call in and register for attendance at the appropriate seminar. It earns its income from the sale of the introductory kits provided free of charge by the offered businesses, and from an additional fee paid by those businesses for each sale made. HBG employs 52 people at its offices in St. George, Utah. AmeraPress conducts business with the distributors enrolled at the HBG seminars by the purchase of the Introductory Kit. This kit includes video and audio tapes, distribution manual and sufficient salable materials to make 100% return on their cost of approximately $200. The distributors are advised by AmeraPress how to make their home business operate. Such business is to introduce consumers to the opportunity of having a photograph of their choice, and the appropriate words or sketches of their choice printed on top quality, fully laminated trading, business, greeting, or post card or calendar. Sales are made by way of pre-paid voucher which the distributor buys from AmeraPress and resells to the consumer at an attractive profit. Thereafter the distributor's job is finished, and the consumer returns the voucher with all appropriate information to AmeraPress for fulfillment. AmeraPress employs 97 people at its leased premises in Euless, Texas. It has installed state- of-the-art printing technology and on small-run printing jobs such as its personalized cards, the quality product is high quality and cost efficient. The home-based business industry is extremely large and very competitive, Distributors are sought for many multi-level and direct sales organizations, and many home-based business opportunity seminars are held. However, the Home-Based Business Segment of the U.S. economy is one of the fastest growing parts of the economy, and there are many untapped opportunities available to the Company. 7 Technology Division Through the end of 1997, all of the Company's business and revenues were produced from the Home-Based Business Segment and the Credit Card Processing and Authorization Segment. However, the Company continually seeks opportunities to diversify its operations and exploit products and markets with the potential for rapid growth. In April 1998 the Company acquired all of the common stock of MAXpc Technologies, Inc. ("MAX"). MAX has the exclusive right to manufacture and market a high performance multi-media add-in card providing both hardware and software to personal computers. This card offers 22 different media functions, including full motion video capture and editing; DVD movie playback and H Stop 324 video phone over standard phone lines. Such card enhances the performance of computers, either as an add-in at time of manufacture or installed into existing units. MAX commenced marketing this card at the end of April 1998, and no revenues or expenses are included in any of the financial statements included herein. Marketing is being targeted to original equipment manufacturers, dealers and resellers in the industry. MAX employees four people in the corporate office. While the Company believes that the MAX board fulfills functions that no other single board can achieve, competition in the industry is extremely high, and new developments and products are offered regularly. There is no assurance the marketing efforts for this computer card will be successful. The Company has the ability to upgrade the board over the next twelve months with the addition of new software products, and some of these upgrades will give rise to the availability of patent protection. The Company will continue limited research and development in this regard. Environmental Impact None of the Company's activities utilize any hazardous materials or results in any discharge of pollutants into the environment. The Company believes it complies fully with all environmental laws and regulations. Year 2000 The Company does not expect any adverse consequences from the problems arising in the computer industry upon the advent of the year 2000. 8 Regulation The Company's only regulatory issues not common to all businesses is the oversight of its home-based business services and sales programs by the U.S. Federal Trade Commission. The laws and regulations of the FTC provide for consumer protection against false and misleading sales promotions. The Company believes it is in compliance with these laws; however, see Part II, Item 2, "Legal Proceedings". Item 2. Management's Discussion and Analysis or Plan of Operation General The Company through its wholly-owned subsidiaries: (i) sells and distributes merchant credit card authorization and payment systems to direct marketing merchants throughout the United States (commenced November 1994); (ii) markets home-based business through seminars (acquired in 1997) and produces customized printing for distribution by home-based businesses (commenced January 1996); and (iii) manufacturers and markets computer hardware and software (commenced April 1998). Revenues and expenses for the fiscal year ended June 30, 1996 applied only to the credit card authorization systems and to six months of the customized printing business. Revenues and expenses for the fiscal year ended June 30, 1997 applied to a full year for each of these businesses. No results from the computer hardware and software are included in the revenues and expenses. For the six (6) months ended December 31, 1997, the revenues and expenses apply to the operations of these two businesses for the whole period, and to the seminar business for only the two months since acquisition. 9
SELECTED FINANCIAL INFORMATION Six Months Six Months Year Ended Ended Ended 6/30/96 6/30/97 12/31/96 12/31/97 (unaudited) (unaudited) (unaudited) Statement of Operations Data Net sales $2,005,486 $13,420,766 $5,076,933 $12,287,356 Gross profit 1,581,288 11,537,659 4,103,203 10,877,040 Operating income (loss) (709,833) 3,162,307 303,745 2,131,917 Net earnings (loss) after tax (709,833) 2,923,519 303,745 1,254,648 Net earnings (loss) per share (.14) N/A N/A .24 Pro forma net earnings (1) -- 1,964,378 191,359 -- Pro forma earnings per share -- .39 .04 -- (1) Pro forma net earnings give effect to income taxes that would have been provided if the Company had been subject to federal and state income taxes for all periods. See Note K to Financial Statements. June 30, 1997 December 31, 1997 Balance Sheet Data unaudited) Total assets $1,312,441 $3,327,546 Working capital deficit (5,017,331) (1,154,227) Total liabilities 10,438,045 2,623,502 Stockholders' equity (deficit) (9,125,604) 704,044
Results of Operations Six months ended December 31, 1997 compared to six months ended December 31, 1996. Revenues Revenues increased by approximately 142% from $5,076,933 in the six months ended December 1996 to $12,287,356 in the six months ended December 1997. This increase was mainly from sales by the Home Based Business Segment through expansion of the printing business and to the inclusion of the revenues of Home Business Group Inc. Revenues of this segment were the largest component of sales and increased by approximately 157% from $4,451,376 in the six months ended December 1996 to $11,468,458 in the six months ended December 1997. 10 Cost of Sales Cost of sales increased by approximately 45% from $973,730 in the six months ended December 1996 to $1,410,316 in the six months ended December 1997. The increase resulted from the increased operating activity of the Home Based Business Segment, but reflects the higher margins obtainable as such sales increase. Gross Profit Group gross profit increased approximately 165% from $4,103,203 in the six months ended December 1996 to $10,877,040 in the six months ended December 1997. The increase is almost entirely due to, and reflects the expansion of, the printing business and the inclusion of gross profit from the seminar business, both forming the Home Based Business Segment. This 88% gross margin demonstrates the attractiveness of this business to the Company. Selling, General and Administrative Expenses Selling, general and administrative expenses increased approximately 130% from $3,799,458 in the six months ended December 1996 to $8,745,123 in the six months ended December 1997. The increase was due almost entirely to the Home Based Business Segment and reflects the increases of labor, commissions, delivering expenses, and overheads necessary to achieve the increased revenues achieved by the division. Interest Expense Interest expense of $140,412 incurred during the six months ended December 1997 was paid on the promissory note to the Company's Shareholders who sold AmeraPress to the Company. On December 15, 1997 the note was converted to Series A Preferred Stock, and no further interest is payable. No interest expense was incurred for the six months ended December 1996. Income Taxes Income taxes of $736,857 were accrued based on income earned for the six months ended December 31, 1997. No income tax was accrued for the six months ended December 1996, because for that period the income was earned in a limited liability company for which the members of the LLC were personally responsible for taxes on the Company's income. Net Earnings Net earnings increased by approximately 313% from $303,745 in the six months ended December 1996 to $1,254,648 in the six months ended December 1997. This increase was almost entirely due to the increased profitability of the Home Based Business Segment and reflected both the business expansion and the inclusion of the seminar business. 11 Fiscal year ended June 30, 1997 compared to year ended June 30, 1996 Revenues Revenues increased by approximately 569% from $2,005,486 in the year ended June 30, 1996 to $13,420,766 in the year ended June 30, 1997. The increase is due almost entirely to the Home Based Business Segment which booked its first full year of operation. Cost of Sales Cost of sales increased by approximately 344% from $424,198 in the year ended June 30, 1996 to $1,883,107 in the year ended June 30, 1997. The increase was almost entirely due to the Home Based Business Segment and represents the increased costs needed to achieve the increased revenues. Selling, General and Administrative Expenses Selling, general and administrative expenses increased approximately 266% from $2,291,121 in the year ended June 30, 1996 to $8,375,352 in the year ended June 30, 1997. The increase represents the costs of labor, commissions, delivery expenses, and overheads required by the Home Based Business Segment to achieve the increased revenues. Interest Expense Interest expense of $44,247 incurred in the year ended June 30, 1997 was paid on the promissory note to the Sellers of AmeriPress. No interest expense was incurred in the year ended June 30, 1996. Income Tax The income tax expense in the year ended June 30, 1997 of $194,541 was accrued on the net profit of the divisions earned from the date of acquisition by the Company to June 30, 1997. No income tax was accrued in the year ended June 30, 1996. The effective rate of tax for the year ended June 30, 1997 was less than the full statutory rate due to the availability of net operating losses from prior years. Net Earnings Net earnings increased from a loss of $709,833 in the year ended June 30, 1996 to a profit of $2,923,519 in the year ended June 30, 1997. The increase of profitability was almost entirely due to the Home Based Business Segment which operated for the full year to June 30, 1997 compared to only six months in the year to June 30, 1996. 12 Liquidity For the year ended June 30, 1997, the Company's profit of $2,923,519 was supplemented by noncash charges to earnings of $329,574 and changes in operating assets and liabilities of $37,717 to provide total of cash available from operations of $3,290,810. Payments for capital equipment ($263,978), payments on note payable ($760,000) and distributions to stockholders prior to acquisition by the Company ($1,920,000) reduced the net increase in available cash funds for the year to $346,832. For the six months ended December 31, 1997 the Company's profit of $1,254,648 was supplemented by noncash charges to earnings of $153,597 and changes in operating assets and liabilities of $467,440 to provide a total of cash available from operations of $1,875,685. Payments to noteholders reduced the amount by $1,560,299 and payments for capital equipment amounted to $449,189, resulting in a net cash outflow for the six months of $133,803. Future cash resources available to the Company are expected to come from profitable operations and the issue of shares as a result of anticipated exercises of warrants at $4 each. Should the need arise for further funding for increases in inventories or for capital equipment, the Company would address the possibility of lines of credit from lending authorities and new issues of capital stock. There is no assurance that these resources will be available to the Company. Recent Events Federal Trade Commission On February 17, 1998, the Federal Trade Commission (FTC) obtained from the United States District Court an ex parte Temporary Restraining Order and Asset Freeze on AmeraPress, Inc., and Home Business Group, Inc., two of the subsidiary companies of the Company. A Temporary Receiver was also appointed by the Court. The FTC alleged violations of the FTC Act in connection with the Company's business of marketing sales opportunities for home based businesses. On February 27, 1998, the Federal District Court removed the Temporary Restraining Order and replaced it with a new order which substantially eased the restrictions placed on the Company. Under the new order, the Company resumed operations under limited oversight by a court appointed monitor to review expenditures of the Company within specified limits and monitor sales information. On April 13, 1998 the FTC and the Company agreed to a compromise and settlement of the case. The Company did not admit to any violation of any law, statute, rule, or regulation or to the commission of any wrongful act. The FTC, by agreeing to the terms of the final order, did not admit to any violations of law, statute, rule, or regulation, or to the commission of any wrongful act. Instead, all parties deny any violations or wrongdoing. 13 The agreement with FTC included the payment to the FTC of refunds to distributors which would be reimbursed to those distributors by FTC. Refunds due prior to the FTC action were approximately $145,000 and increased to more than $465,000 during the time of the FTC investigation. The Company believes that many of the distributors were led to believe that the Company was being closed. Additional to the $465,000 payable as above, an administrative fee of $35,000 was also agreed to be paid. The Company has a policy of offering refunds to distributors for a period of ten days, and the average rate of refunds experienced before the FTC action was approximately 10% of sales. Legal fees approximating $500,000 have been incurred fighting this unwarranted action. These requests for refunds and legal fees have impacted upon the Company's profitability and cash resources during the fourth quarter of fiscal 1998. To meet these extraordinary expenses the Company is encouraging warrant holders to exercise, as set out hereunder: Warrants On March 17, 1998, the Company reduced the exercise price of its Class A warrants from $6.00 to $4.00 per warrant as permitted by the instrument creating the warrant . This was done to encourage the Class A Warrant holders to exercise and thereby provide the Company with increased reserves and increased stockholder equity. As of May 15, 1998, a total of 81,000 shares had been issued upon exercise of warrants, generating $324,000 in additional equity. MAXpc Technologies, Inc. On March 13, 1998, the Company agreed to purchase all of the issued and outstanding stock of MAXpc Technologies, Inc., subject to a 30 day due diligence period. On April 13, 1998, the agreement became effective, and 200,000 shares of common stock were issued to the Seller. At the same time, finders fees of 10,000 shares of common stock were issued. MAXpc Technologies, Inc. has the exclusive rights to manufacture and market a high performance, multi-media add-in card providing both hardware and software for inclusion in either new or existing computers. Item 3. Description of Property Principal Plants and Other Property On February 1, 1998, subsequent to the expiration of the Company's lease from an unaffiliated party on its principal executive offices, located at 14990 Landmark Place, Suite 250, Dallas, Texas, the Company moved its principal executive offices to 8115 Preston Road, Suite 800, Dallas, Texas 75225. The premises, which are leased from an unaffiliated party, consist of 11,010 14 square feet. The executive office facility contains five management offices, 11 work stations, state of the art computers, and related software. Monthly rent is $22,020 through the remainder of a sixty-four month Lease Term, which expires on May 31, 2003. The Company has a renewal option to extend the Lease Term for one additional period of five years, at a rental rate equal to the prevailing market for such premises at that time. The Company's printing facility is located at 203 South Ector Drive, Euless, Texas. The premises, which are leased from an unaffiliated party, consist of approximately 19,777 square feet. Monthly rent is $3,500, commencing January 1, 1996 through March 31, 1999. The Company has a renewal option to extend the lease for one term of three years, at a monthly rental of $4,025. The facility contains printing and pre-press equipment, including Polar cutting machines, Challenge cutting machines, GBC double sided and single sided laminating machines, multiple Cannon color processors, photo scanners, and Macintosh computers. Approximately 1,500 square feet of this facility is used for storage of executive office records, and for the shipping and programming of CVP equipment. Pursuant to an Addendum to the lease, the Company has an exclusive option to purchase the property, such option to terminate on March 31, 1999. The Company has the option to purchase the property and will consider the possibility during 1998. The Company believes its current facilities are adequate for its current needs. Item 4. Security Ownership of Certain Beneficial Owners and Management The following table sets forth information as of December 31, 1997 with respect to persons known to the Company to be the beneficial owners of more than 5% of its voting securities and with respect to the beneficial ownership of such securities by each director of the Company and by all directors and executive officers of the Company as a group. Amount and Nature Name and Address of of Beneficial Percent of Class A Beneficial Owner Ownership (1)(2) Common Stock Warrants % Warrant Lawrence R. Biggs, Jr. 1,070,000(1) 18.5% 1,088,000 21.8% 24,000(2) Lawrence Cahill 2,000,000(1) 34.5% 1,900,000 28% 40,000(2) Donald G. McLellan 800,000(1) 13.8% 660,000 13.4% 16,000(2) Ronald L. Brown 50,000(1) .9% -- -- Directors and officers as a group 4,332,500(1) 74.9% 3,648,000 73.2% (9 persons) 80,000(2)
15 (1) Each of the parties listed has sole voting and investment power with respect to all shares of Common Stock with the exception that Donald G. McLellan has 50% voting and investment power in Vision Finance and Management, a family company which owns 400,000 common shares and 400,000 Class A Warrant included in the above table. Beneficial ownership is calculated in accordance with Rule 13d-3(d) under the Securities Exchange Act of 1934, as amended. (1) Common Stock. (2) Series A Preferred Shares. The Company is not aware of any arrangement which might result in a change in control in the future. Item 5. Directors, Executive Officers, Promoters and Control Persons The following table sets forth certain information about the directors, executive officers, and significant employees of Voxcom Holdings, Inc. and its wholly-owned subsidiaries, Voxcom Systems, Inc., AmeraPress, Inc., and Home Business Group, Inc. Position with Subsidiaries Name Age Position with Company Company(1)(2)(3)(4) Lawrence R. Biggs, Jr. 39 Chairman of the Board, (1)(2)(3)(4) Chief Executive Officer (1)(2) Donald G. McLellan 58 President, Secretary and Director (1)(2)(3)(4) Lawrence A. Cahill 61 Director (1)(2) Ronald L. Brown 51 Director Delmar E. Guenther 60 (1) Gwynda Gee 33 (2) Kim Crowther 46 (3) Brian Jenson 37 (3) Gary Raabe 32 (4)
16 (1) Officer and/or Director of Voxcom Systems, Inc. (2) Officer and/or Director of AmeraPress, Inc. (3) Officer and/or Director of Home Business Group, Inc. (4) Officer and/or Director of MAXpc Technologies, Inc. Lawrence Biggs is the founder of the Company and has been Chairman of the Board and Chief Executive Officer of Voxcom Holdings, Inc., Voxcom Systems, Inc., and AmeraPress, Inc. since June 1997. Mr. Biggs is Chairman of the Board of Home Business Group, Inc., holding that position since August 1997. During 1988, Mr. Biggs was Vice president of Public Telecom Corporation; a private company that developed a microprocessor controlled desktop telephone designed for specific network access. From 1989 to 1994, Mr. Biggs was president and CEO of Strategic Telecom, Inc. ("Strategic"). While associated with Strategic, he developed and contracted for the manufacture of the Access Phone, a product patented under his name for specific applications, some of which are used by Voxcom. During the time Mr. Biggs was associated with Strategic, in excess of 150,000 Access Phones were placed in hotel rooms throughout the United States. During 1993, Strategic's board of directors rejected the attempt of an investor group to sell the company. The investor's group filed an involuntary Chapter 7 Bankruptcy Proceeding in the United States Bankruptcy Court, District of Delaware in November, 1994, which was subsequently converted to a Chapter 11 Bankruptcy Proceeding in January, 1995 and confirmed by the Court in May 1995. Mr. Biggs resigned as president and CFO in November 1993. Mr. Biggs was a founding director of the National Pay Telephone Association in 1984. He attended the University of Nevada, Las Vegas from 1977 to 1981. Donald G. McLellan has been President of Voxcom Holdings, Inc. since June 1997, as well as Director of Voxcom Holdings, Inc., Voxcom Systems, Inc., and AmeraPress, Inc. since that date. He has been a Director of Home Business Group, Inc. since August 1997. Mr. McLellan is a native of Australia where he was involved in the formation and capitalization of entrepreneurial companies in various industries. In 1989, he found the initial investment monies for Strategic Telecom, Inc., and acted as a consultant to the Company until 1992, when he was appointed C.F.O. In November 1993, Mr. McLellan became C.E.O. of Strategic, serving in that capacity throughout the company's Chapter 11 bankruptcy proceeding, and until the confirmation of its Plan of Reorganization in May 1995. Mr. McLellan became a Fellow of the Institute of Chartered Accounts (the Australian equivalent to Certified Public Accountant) in 1963. Lawrence Cahill has been a Director since June 1997. Mr. Cahill is the President and Treasurer of Larken, Inc., a Cedar Rapids, Iowa-based hospitality management company founded by Mr. Cahill and his brother in 1956. Larkin, Inc. presently manages over fifteen hotels with approximately 3,500 rooms throughout the continental United States and has been the largest franchiser of Holiday Inn hotels. Mr. Cahill specializes in property acquisitions and private investments. 17 Ronald L. Brown has been a director since June, 1997. Mr. Brown is a principal of the Dallas law firm of Glast, Phillips & Murray, P.C., which serves as general counsel to the Company. He has been in the private practice of law since 1975. In 1983-85, he was an adjunct professor of law at Southern Methodist University. Mr. Brown serves on the Board of Directors of several privately owned companies. Delmar E. Guenther, President of Voxcom Systems, Inc., joined Voxcom Systems, Inc., in August 1994, to help develop the banking and processing systems for Voxcom Systems' CVP. Prior to 1994, he was self-employed as the owner of Merchant Financial Systems. Gwynda Gee, President of AmeraPress, Inc., joined AmeraPress, Inc. as Vice President of Operations in September 1996. In this capacity, Ms. Gee restructured the customer service and production departments to maximize employee efficiency, improve product quality and customer service. Ms. Gee was named President of AmeraPress in January 1998. From November 1995 to August 1996, Ms. Gee was Vice President of Operations for Hardwarehouse. Ms. Gee was Systems Director for Voxcom Systems from December 1994 to November 1995. Ms. Gee jointed Strategic Telecom in 1989 and during the course of her tenure advanced to Systems Director before her departure in December 1994. Kim D. Crowther, President of Home Business Group, Inc. since April 1996. Prior to that he was employed by Financial Freedom for at least five years as a motivational speaker. Brian Jensen, Vice President and co-founder of Home Business Group, Inc. since April 1996. From 1993 to the present he has served as President of Vendworx, a supplier of vending machines. Gary J. Raabe, CEO of MAXpc Technologies, Inc., since April 1998. Prior to that, from 1993 to 1998, he was the owner and operator of Computer Broker. From 1991 to 1993, he was the operations manager of The Logic Approach. He has specialized in the development of low cost telecomuting, televideo conferencing, televideo marketing, video surveillance and video-configuration systems. Directors serve for a term of one year or until their successors are elected and qualified. Directors do not receive cash compensation for serving as such. Executive officers are appointed by and serve at the will of the Board of Directors. There are no family relationships between or among any of the directors or executive officers of the Company. By virtue of their activities in founding and organizing the Company, as well as their beneficial ownership of its voting securities, Lawrence R. Biggs, Jr., Donald G. McLellan, and Lawrence A. Cahill may be deemed to be "promoters" of the Company. 18 Item 6. Executive Compensation The following summary compensation table sets forth certain information regarding compensation paid during each of the two fiscal years ended June 30, 1997 and 1996, and the six months ended December 31, 1997 to the person serving as the Company's Chief Executive Officer during the years ended June 30, 1997 the six months ended December 31, 1997. No annual compensation in excess of $100,000 was awarded to, earned by or paid to any director or executive officer of the Company for services rendered in any capacity in any of the fiscal years indicated. Name and Principal Fiscal Position Year Total Remuneration(1) Lawrence Biggs 1997 $536,047 1996* 181,829 David G. McLellan 1997 229,270 1996* 89,221 * Compensation paid by Voxcom Systems prior to acquisition by Voxcom Holdings. (1) Salary and commissions. There is no employment agreement with any executive officer. There are no salary, bonus or incentive plans covering cash or securities except the Company's 1997 Stock Bonus Plan relating to individuals or one-person service corporations who render legal, professional, or consulting services to the Company. Item 7. Certain Relationships and Related Transactions Lawrence R. Biggs, Jr., a director, executive officer and promoter of the Company, acquired 30,000 shares of Voxcom Systems for $300 upon its organization in November 1994. Lawrence Cahill, a director and promoter of the Company, acquired 50000 shares of Voxcom Systems for $500. Donald G. McLellan, a director, executive officer and promoter of the Company, acquired 20,000 shares of Voxcom Systems for $200 and transferred 10,000 shares to Vision Finance and Management. The Company acquired all of the issued and outstanding stock of Voxcom Systems in exchange for 4,000,000 post-split shares of the Company's voting Common Stock and 4,000,000 post-split Class A Warrants and Class B Warrants pursuant to an Agreement and Plan of Reorganization, dated June 9, 1997 In connection with this transaction, Lawrence R. Biggs, Jr. received 1,200,000 of such shares and 1,200,000 of such warrants; Donald McLellan and Vision Finance and Management received 800,000 of such shares and 800,000 of such warrants, and Lawrence Cahill received 2,000,000 of such 19 shares and 2,000,000 of such warrants. See Part I, Item 1, "Description of Business--General" and Part I, Item 5, "Directors, Executive Officers, Promoters and Control Persons." In June 1997, the Company acquired 10,000 shares of AmeraPress Common Stock, representing 100% of shares outstanding, pursuant to a Stock Purchase Agreement dated June 9, 1997. On June 11, 1997, in connection with this transaction, a Promissory Note in the amount of $10,000,000 was executed by the Company payable to Lawrence R. Biggs, Jr., Donald McLellan, and Lawrence Cahill. Concurrent with this transaction, and pursuant to the Promissory Note, the Company entered into a Security Agreement-Pledge in favor of Lawrence R. Biggs, Jr., Lawrence Cahill and Donald G. McLellan as Secured Parties. In December 1997, the Company issued 80,000 shares of its Preferred Stock, valued at $8,000,000, to Lawrence R. Biggs, Jr., Donald G. McLellan, and Lawrence Cahill, to fully convert the amount of the Promissory Note. In April 1998, Lawrence Cahill advanced $300,000 to pay the fees of law firms representing the Company in the case against the Federal Trade Commission. The Company has agreed to repay the amount from the first cash resources available after the payment of current overheads. No interest is payable. In May 1998, Lawrence R. Biggs Jr. and Donald G. McLellan agreed to fund the inventory of Max cards on behalf of MAXpc Technologies, Inc., and the Company and Lawrence Cahill have agreed to a pro-rata repayment of these advances. No interest is payable. Item 8. Description of Securities The authorized capital stock of the Company consists of 75,000,000 shares of capital stock, composed of 25,000,000 shares of Common Stock, par value $0.0001 per share ("Common Stock"), and 50,000,000 shares of Preferred Stock, par value $.0001 per share ("Preferred Stock"). Common Stock Voting Rights. Each holder of shares of Common Stock is entitled to one vote for each share of Common Stock for the election of directors and on each other matter submitted to a vote of the stockholders of the Company. The holders of Common Stock have exclusive voting power on all matters at any time no Preferred Stock with superior voting rights is issued and outstanding. Liquidation Rights. Upon liquidation, dissolution or winding up of the Company, holders of shares of Common Stock are entitled to share ratably in distributions of any assets after payment in full or provision for all amounts due creditors and provision for any liquidation preference of any other class or series of stock of the Company then outstanding. Dividends. Dividends may be declared by the Board of Directors and paid from time to time to the holders of Common Stock, on such record dates as may be determined by the Board of Directors, out of the net profits or surplus of the Company. 20 Warrants. All stockholders of the Company hold one Class A Warrant for each common share acquired by them. Each warrant entitles the holder to purchase one share of Common Stock for $4.00. If not exercised, Class A Warrants expire in June 1999. If exercised, the holder will receive one Class B Warrant for each Class A Warrant. Each Class B Warrant entitles the holder to purchase one share of common stock for $20.00. If not exercised, Class B Warrants expire in June 2000. At December 31, 1997, there were 4,999,937 Class A Warrants outstanding; none had been exercised. Preferred Stock The Board of Directors of the Company has the authority to divide the Authorized Preferred Stock into series, the shares of each series to have such relative rights and preferences as shall be fixed and determined by the Board of Directors. The provisions of a particular series of Authorized Preferred Stock, as designated by the Board of Directors, may include restrictions on the payment of dividends on Common Stock. Such provisions may also include restrictions on the ability of the Company to purchase shares of Common Stock or to purchase or redeem shares of a particular series of Authorized Preferred Stock. Depending upon the voting rights granted to any series of Authorized Preferred Stock, issuance thereof could result in a reduction in the voting power of the holders of Common Stock. In the event of any dissolution, liquidation or winding up of the Company, whether voluntary or involuntary, the holders of each series of the then outstanding Authorized Preferred Stock may be entitled to receive, prior to the distribution of any asset or funds to the holders of Common Stock, a liquidation preference established by the Board of Directors, together with all accumulated and unpaid dividends. Depending upon the consideration paid for Authorized Preferred Stock, the liquidation preference of Authorized Preferred Stock and other matters, the issuance of Authorized Preferred Stock could result in a reduction in the assets available for distribution to the holders of Common Stock in the event of the liquidation of the Company. As of the date hereof, the only outstanding Authorized Preferred Stock is (i) a series of 100,000 authorized shares of Series A Preferred Stock of which 80,000 shares are outstanding. Following is a brief summary of certain provisions of each of this Series of Authorized Preferred Stock. Voting Rights. Holders of Series A Preferred Stock have no right to vote their Shares, except that holders of Series A Preferred Stock, voting as a separate class by majority vote, must approve any amendment to the Designation of Rights and Preferences of Series A Preferred Stock, to (i) increase or decrease the number of authorized shares of Series A Preferred Stock, (ii) increase or decrease the Issue Price, (iii) effect an exchange, reclassification or cancellation of all or part of the shares of Series A Preferred Stock, (iv) effect an exchange, or create a right of exchange, of all or any part of the shares of another class into shares of Series A Preferred Stock, (v) change the designations, preferences, limitations, or relative rights of the Series A Preferred Stock, (vi) change the shares of Series A Preferred Stock into the shares of another class, or (viii) cancel or otherwise affect accumulated but undeclared dividends on the Series A Preferred Stock. 21 Preemptive Rights. No holder of Series A Preferred Stock will be entitled as a matter of right to subscribe or receive additional shares of any class of stock of the Company, whether now or hereafter authorized, or any bonds, debentures or other securities convertible into such stock. Liquidation Rights. In the event of any liquidation, dissolution or winding up of the Company, holders of Preferred Stock are entitled to be paid an amount agreed to $100 per share. Such Preferred Stock before any accounts an distributed to the holder of this Common Stock. Conversion Rights. There are no conversion rights for holders of Preferred Stock. Dividends. The holders of Preferred Stock are not entitled to receive any dividends. Redemption Rights. The Preferred Stock is redeemable by the Company. The redemption price is $100 per share. Certain Rights of Holders of Common Stock The Company is a Nevada corporation organized under Chapter 78 of the Nevada Revised Statutes ("NRS"). Accordingly, the rights of the holders of Common Stock are governed by Nevada law. Moreover, the rights of holders of Common Stock differ from the rights of such holders of equity in the corporation or other entity acquired by virtue of different provisions appearing in the Articles of Incorporation ("Articles") and bylaws of the Company. Although it is impracticable to set forth all of the material provisions of the NRS or the Company's Articles and bylaws, the following is a summary of certain significant provisions of the NRS and/or the Company's Articles and bylaws that affect the rights of securities holders. Possible Anti-Takeover Provisions Special Meetings of Stockholders; Director Nominees. The Company's bylaws and Articles provide that special meetings of stockholders may be called by stockholders only if the holders of at least 66-2/3% of the Common Stock join in such action. The bylaws and Articles also provide that stockholders desiring to nominate a person for election to the Board of Directors must submit their nominations to the Company at least 60 days in advance of the date on which the last annual stockholders' meeting was held, and provide that the number of directors to be elected (within the minimum - maximum range of 3-21 set forth in the Articles and bylaws) shall be determined by the Board of Directors or by the holders of at least 66 2/3% of the Common Stock. While these provisions of the Articles and bylaws have been established to provide a more cost-efficient method of calling special meetings of stockholders and a more orderly and complete presentation and consideration of stockholder nominations, they could have the effect of discouraging certain stockholder actions or opposition to candidates selected by the Board of Directors and provide incumbent management a greater opportunity to oppose stockholder nominees or hostile actions by stockholders. The affirmative vote of holders of at least 66-2/3% of the Common Stock is necessary to amend, alter or adopt any provision inconsistent with or repeal any of these provisions. 22 Removal of Directors. The Articles of the Company provide that directors may be removed from office only for "cause" by the affirmative vote of holders of at least 66 2/3% of the Common Stock. "Cause" means proof beyond the existence of a reasonable doubt that a director has been convicted of a felony, committed gross negligence or willful misconduct resulting in a material detriment to the Company, or committed a material breach of such director's fiduciary duty to the Company resulting in a material detriment to the Company. The inability to remove directors except for "cause" could provide incumbent management with a greater opportunity to oppose hostile actions by stockholders. The affirmative vote of holders of at least 66 2/3% of the Common Stock is necessary to amend, alter or adopt any provision inconsistent with or repeal this provision. Control Share Statute. Sections 78.378 - 78.3793 of the NRS constitute Nevada's control share statute, which set forth restrictions on the acquisition of a controlling interest in a Nevada corporation which does business in Nevada (directly or through an affiliated corporation) and which has 200 or more stockholders, at least 100 of whom are stockholders of record and residents of Nevada. A controlling interest is defined as ownership of Common Stock sufficient to enable a person directly or indirectly and individually or in association with others to exercise voting power over at least 20% but less than 33.3% of the Common Stock, or at least 33.3% but less than a majority of the Common Stock, or a majority or more of the Common Stock. Generally, any person acquiring a controlling interest must request a special meeting of stockholders to vote on whether the shares constituting the controlling interest will be afforded full voting rights, or something less. The affirmative vote of the holders of a majority of the Common Stock, exclusive of the control shares, is binding. If full voting rights are not granted, the control shares may be redeemed by the Company under certain circumstances. If full voting rights are granted, stockholders voting against such rights being granted may demand payment from the Company for the fair value of their shares. The Board of Directors may adopt a resolution amending the Bylaws within ten days following the acquisition of any controlling interest to provide that the foregoing provisions shall not be applicable to such acquisition. The Company does not believe the foregoing provisions of the NRS is presently applicable to it because it does not presently conduct business in Nevada; however, if in the future it does conduct business in Nevada then such provisions may apply. Business Combination Statute. Sections 78.411 - 78.444 of the NRS set forth restrictions and prohibitions relating to certain business combinations and prohibitions relating to certain business combinations with interested stockholders. These Sections generally prohibit any business combination involving the Company and a person that beneficially owns 10% or more of the Common Stock (an "Interested Stockholder") (i) within five years after the date (the "Acquisition Date") the Interested Stockholder became an Interested Stockholder, unless, prior to the Acquisition Date, the Company's Board of Directors had approved the combination or the purchase of shares resulting in the Interested Stockholder becoming an Interested Stockholder; or (ii) unless five years have elapsed since the Acquisition Date and the combination has been approved by the holders of a majority of the Common Stock not owned by the Interested Stockholder and its affiliates and associates; or (iii) unless the holders of Common Stock will receive in such combination, cash and/or property having a fair market value equal to the higher of (a) the market value per share of Common Stock on the date of announcement of the combination or the Acquisition Date, whichever is higher, plus interest 23 compounded annually through the date of consummation of the combination less the aggregate amount of any cash dividends and the market value of other dividends, or (b) the highest price per share paid by the Interested Stockholder for shares of Common Stock acquired at a time when he owned 5% or more of the outstanding shares of Common Stock and which acquisition occurred at any time within five years before the date of announcement of the combination or the Acquisition Date, whichever results in the higher price, plus interest compounded annually from the earliest date on which such highest price per share was paid less the aggregate amount of any cash dividends and the market value of other dividends. For purposes of these provisions, a "business combination" is generally defined to include (i) any merger or consolidation of the Company or a subsidiary with or into an Interested Stockholder or an affiliate or associate; (ii) the sale, lease or other disposition by the Company to an Interested Stockholder or an affiliate or associate of assets of the Company representing 5% or more of the value of its assets on a consolidated basis or 10% or more of its earning power or net income; (iii) the issuance by the Company of any of its securities to an Interested Stockholder or an affiliate or associate having an aggregate market value equal to 5% or more of the aggregate market value of all outstanding shares of the Company; (iv) the adoption of any plan to liquidate or dissolve the Company proposed by or under an agreement with the Interested Stockholder or an affiliate or associate; (v) any receipt by the Interested Stockholder or an affiliate, except proportionately as a stockholder, of any loan, advance, guarantee, pledge or other financial assistance or tax credit or other tax advantage; and (vi) any recapitalization or reclassification of securities or other transaction that would increase the proportionate shares of outstanding securities owned by the Interested Stockholder or an affiliate. Sections 78.411 - - 78.444 of the NRS are presently applicable to the Company. Special Meetings The Company's bylaws and Articles provide that special meetings of the stockholders of the Company may be called by the Chairman of the Board, the Board of Directors or upon written request of stockholders holding not less than 66 2/3% of the Common Stock. Mergers, Consolidations and Sales of Assets Nevada law provides that an agreement of merger or consolidation, or the sale or other disposition of all or substantially all of a corporation's assets, must be approved by the affirmative vote of the holders of a majority of the voting power of the corporation (except that no vote of the stockholders of the surviving corporation is required to approve a merger if certain conditions are met, unless the articles of incorporation of such corporation states otherwise, and except that no vote of stockholders is required for certain mergers between a corporation and a subsidiary), but does not require the separate vote of each class of stock unless the corporation's articles of incorporation provides otherwise (except that class voting is required in a merger if shares of the class are being exchanged or if certain other rights of the class are affected). The Company's Articles do not alter the provisions of Nevada law. 24 Directors; Removal of Directors Under Nevada law, the number of directors may be fixed by, or determined in the manner provided in, the articles of incorporation or by-laws, and the Board of Directors may be divided into classes as long as at least 25% in number of the directors are elected annually. Nevada law further requires that a corporation have at least one director. Directors may be removed under Nevada law with or without cause by the holders of not less than two-thirds of the voting power of the corporation, unless a greater percentage is set forth in the articles of incorporation. See "-Possible Anti-Takeover Provisions - Removal of Directors" and "---Classification of Directors", above, for a further discussion. Limitation on Liability of Directors Section 78.037 of the NRS provides that a Nevada corporation may limit the personal liability of a director or officer to the corporation or its stockholders for breaches of fiduciary duty, except that such provision may not limit liability for acts or omissions which involve intentional misconduct, fraud or a knowing violation of law, or payment of dividends or other distributions in violation of the NRS. The Company's Articles provide that no director shall be personally liable to the Company or its stockholders for monetary damages or breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the Company or its stockholders, (ii) for acts or omissions not in good faith or which involved intentional misconduct or a knowing violation of law, (iii) liability under the NRS, or (iv) for any transaction from which the director derived an improper personal benefit. In the opinion of the Securities and Exchange Commission, the indemnification and limitation of liability provisions described in "-- Indemnification of Directors and Officers", above, and "-- Limitation on Liability of Directors" would not eliminate or limit the liability of directors and officers under the federal securities laws. Amendments to Bylaws The Company's bylaws may be amended by the Board of Directors or stockholders, provided, however that certain provisions can only be amended by the affirmative vote of holders of at least 66 2/3% of the Common Stock. These provisions relate to special meetings of stockholders, actions by written consent of stockholders, nomination of directors by stockholders, proceedings for the conduct of stockholder's meetings and the procedures for fixing the number of and electing directors. Appraisal Rights The NRS provides dissenting or objecting security holders with the right to receive the fair value of their securities in connection with certain extraordinary corporate transactions. These appraisal rights are available with respect to certain mergers and share exchanges and in connection with the granting of full voting rights to control shares acquired by an interested stockholder. However, unless the transaction is subject to the control share provisions of the NRS, a stockholder of a Nevada corporation may not assert dissenters' rights, in most cases, if the stock is listed on a national securities exchange 25 or held by at least 2,000 stockholders of record (unless the articles of incorporation expressly provide otherwise or the security holders are required to exchange their shares for anything other than shares of the surviving corporation or another publicly held corporation that is listed on a national securities exchange or held of record by more than 2,000 stockholders). Distributions Dividends and other distributions to security holders are permitted under the NRS as authorized by a corporation's articles of incorporation and its board of directors if, after giving effect to the distribution, the corporation would be able to pay its debts as they become due in the usual course of business and the corporation's total assets would exceed the sum of its total liabilities plus (unless the articles of incorporation provide otherwise) the amount needed to satisfy the preferential rights on dissolution of holders of stock whose preferential rights are superior to those of the shares receiving the distribution. Preemptive Rights Under the NRS, stockholders of Nevada corporations organized prior to October 1, 1991 have preemptive rights unless the articles of incorporation expressly deny those rights or the stock issuance is among those described in Section 78.265 of the NRS. A stockholder who has preemptive rights is entitled, on terms and conditions prescribed by the board of directors, to acquire proportional amounts of the corporation's unissued or treasury shares in most instances in which the board has decided to issue them. The Company's Articles expressly deny availability of preemptive rights to the Company's stockholders. Cumulative Voting Under the NRS, the articles of incorporation of a corporation may provide for cumulative voting, which means that the stockholders are entitled to multiply the number of votes they are entitled to cast by the number of directors for whom they are entitled to vote and then cast the product for a single candidate or distribute the product among two or more candidates. Cumulative voting is not available to stockholders of a Nevada corporation, however, unless its articles expressly provide for that voting right, and the Company's Articles do not contain a provision permitting stockholders to cumulate their votes when electing directors. 26 PART II Item 1. Market Price of and dividends on the Registrant's Common Equity and Other Shareholder Matters Market Information The Company's Common Stock is traded in the over-the-counter market on the Nasdaq Bulletin Board under the Symbol "VXCH." The following table shows the price range of the Company's Common Stock since it was initially quoted in November 1997. BID ASK High Low High Low Fourth Quarter 1997 6-1/8 2 6-5/8 2-7/8 First Quarter 1998 5-3/4 1-5/8 6-1/4 1-7/8 Holders As of December 31, 1997, there were 191 record holders of the Company's Common Stock and 3 holders of the Company's Preferred Stock. Dividends The Company does not anticipate any stock or cash dividends in the foreseeable future. Item 2. Legal Proceedings Except as described in Part I, Item 2, "Management Discussion and Analysis or Plan of Operations - Recent Developments - Federal Trade Commission," neither the Company nor any of its subsidiaries currently is a party to, or owns property subject to, any pending or threatened legal proceedings which, in the opinion of management, are likely to have a material adverse impact on the financial condition of the Company." Item 3. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None. 27 Item 4. Recent Sales of Unregistered Securities The following information sets forth certain information for all securities the Company sold during the past three years without registration under the Securities Act of 1933 (the "Securities Act"). All transactions were effected in reliance on the exemption from registration afforded by Section 4(2) of the Securities Act for transactions not involving a public offering. There were no underwriters in any of these transactions. Pursuant to the Plan of Reorganization of Weaver Arms Corporation, a Nevada corporation, as confirmed by the United States Bankruptcy Court, Central District of California, on January 20, 1994, and in satisfaction of all approved claims therein, the Company (then known as Newcorp One, Inc.) in June 1997, issued 1,000,000 post split shares of its common stock and 1,000,000 Class A Warrants, to Weaver Arms' creditors, Certificate of Indebtedness holders, shareholders, and administrative claimants. In accordance with an Agreement and Plan of Reorganization, dated June 9, 1997, this Company issued 4,000,000 post-split shares of its common stock, $.0001 par value per share, and 4,000,000 post-split Class A Warrants and Class B Warrants, to Lawrence R. Biggs, Jr., Lawrence Cahill, and Donald G. McLellan and Vision Finance and Management, the shareholders of Voxcom Systems, Inc., in the amount of 1,200,000 shares, 2,000,000 shares, 400,000 shares and 400,000 shares, respectively. In July 1997, the Company's predecessor, pursuant to a Consulting Agreement and Covenant Not to Compete, issued 100,000 shares of the Company's common stock at par to each of Kim Crowther and Brian Jensen, Directors of Home Business Group, Inc. Pursuant to the 1997 Stock Bonus Plan, the Company issued a total of 575,000 shares of its common stock at par to Rick Graf, Gwynda Gee, Ronald L. Brown, Kim Crowther, Brian Jensen, and Herbert Sievers, for services provided to the Company. See Part I, Item 1, "Description of Business General." In December 1997, the Company issued 80,000 shares of Preferred Stock at an issue price of $100 per share to Messrs. Cahill, Briggs and McLellan in conversion of $8,000,000 principal amount of promissory notes. In April 1998, the Company issued 210,000 shares of Common Stock in connection with the acquisition of the Computer Based Business for a recorded issue price of $2.50 per share. In May 1998, The Company issued 110,000 shares of Common Stock under a Consulting Agreement with Jande International Holdings, LLC for consideration consisting of future services to the Company. 28 Item 5. Indemnification of Directors and Officers Article VII, Section 710 of the Company's Bylaws provides for indemnification of officers and directors to the fullest extent permitted by the provisions of the General Corporation Law of Nevada (the "Nevada Law"). Under Section NRS 78.7502 of the Nevada Law, a corporation may indemnify a past or present director or officer against liability incurred in a proceeding if (1) the director or officer conducted himself in good faith, (2) the director or officer reasonably believed that his conduct was in, or not opposed to, the corporation's best interest, and (3) in the case of any criminal action or proceeding, the director or officer had no reasonable cause to believe his conduct was unlawful; provided, however, that a corporation may not indemnify a director or officer (i) in connection with a proceeding by or in the right of the corporation in which the director or officer is adjudged liable to the corporation, unless, and only to the extent that, the court in which the action or suit was brought or other court of competent jurisdiction determines that the director or officer is fairly and reasonably entitled to indemnification in view of all the relevant circumstances. In addition, pursuant to subsection 3 of Section NRS 78.7502 of the Nevada Law, a corporation shall indemnify a director or officer who is wholly successful, on the merits or otherwise, in the defense of any proceeding to which he is a party because he is or was a director or officer against reasonable expenses incurred by him in connection with the proceeding. PART F/S The following financial statements are filed as part of this registration statement on Form 10-SB. Financial Statements as of June 30, 1997 and for the year then ended have been audited by Grant Thornton LLP, as stated in their report. Audited Financial Statements for the year ended June 30, 1996 are not available, and unaudited financial statements are included pursuant to the Form 10-SB, Part F/S. Financial Statements for the six month periods ended December 31, 1996 and 1997 have not been audited, but are believed by management to contain all accruals and adjustments required for a fair presentation of the financial condition and results of operations of the Company in accordance with generally accepted accounting principles. Auditor's Report Balance Sheets as of June 30, 1997 and December 31, 1997. Statement of Operations for the years ended June 30, 1996, June 30, 1997, and six months ended December 31, 1996 and December 31, 1997. Statement of Changes in Shareholders' Equity for the two years and six months ended December 31, 1997. 29 Statement of Cash flow for the years ended June 30, 1996, June 30, 1997, and the six months ended December 31, 1996 and December 31, 1997. Notes to Financial Statements. 30 Report of Independent Certified Public Accountants Board of Directors and Stockholders Voxcom Holdings, Inc. We have audited the accompanying consolidated balance sheet of Voxcom Holdings, Inc. and Subsidiaries as of June 30, 1997, and the related consolidated statements of earnings, stockholders' equity (deficit), and cash flows for the year then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above, present fairly, in all material respects, the consolidated financial position of Voxcom Holdings, Inc., and Subsidiaries as of June 30, 1997, and the consolidated results of their operations and their consolidated cash flows for the year then ended, in conformity with generally accepted accounting principles. GRANT THORNTON LLP Dallas, Texas October 28, 1997 F-1
Voxcom Holdings, Inc. CONSOLIDATED BALANCE SHEETS December 31, ASSETS June 30, 1997 1997 ------------- ------------ CURRENT ASSETS Cash and cash equivalents $ 375,687 $ 241,884 Inventories 363,409 381,952 Receivables -- 294,391 Other current assets 41,618 551,048 ----------- ----------- Total Current assets 780,714 1,469,275 PROPERTY AND EQUIPMENT, AT COST Machinery and equipment 323,606 585,359 Furnishings 103,281 290,717 ----------- ----------- 426,887 876,076 Less accumulated depreciation 117,895 164,835 ----------- ----------- 308,992 711,241 OTHER ASSETS 222,735 1,147,030 ----------- ----------- $ 1,312,441 $ 3,327,546 =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) CURRENT LIABILITIES Current maturities of notes payable to stockholders $ 5,000,000 $ 79,701 Accounts payable 536,953 1,349,100 Accrued expenses 66,551 457,844 Income taxes payable 194,541 736,857 ----------- ----------- Total current liabilities 5,798,045 2,623,502 NOTES PAYABLE TO STOCKHOLDERS, less current maturities 4,640,000 -- COMMITMENTS -- -- STOCKHOLDERS' EQUITY (DEFICIT) Preferred stock, $100 par value; authorized, 50,000,000 shares; issued and outstanding, 80,000 shares at December 31 -- 8,000,000 Common stock, $.0001 par value; authorized, 25,000,000 shares; issued and outstanding, 4,999,937 shares at June 30 and 5,574,937 shares at December 31 500 557 Additional paid-in capital -- 574,943 Accumulated deficit (9,126,104) (7,871,456) ----------- ----------- (9,125,604) 704,044 ----------- ----------- $ 1,312,441 $ 3,327,546 =========== ===========
The accompanying notes are an integral part of these statements. F-2
Voxcom Holdings, Inc. CONSOLIDATED STATEMENTS OF EARNINGS Six months ended Year ended June 30, December 31, ---------------------------- --------------------------- 1996 1997 1996 1997 ---------- ----------- ---------- ---------- (unaudited) (unaudited) Net sales $2,005,486 $13,420,766 $5,076,933 $12,287,356 Cost of sales 424,198 1,883,107 973,730 1,410,316 -------- ---------- -------- ---------- Gross profit 1,581,288 11,537,659 4,103,203 10,877,040 Selling, general and administrative expenses 2,291,121 8,375,352 3,799,458 8,745,123 --------- ---------- --------- ---------- Operating income (loss) (709,833) 3,162,307 303,745 2,131,917 Interest expense - 44,247 - 140,412 --- ------- --- -------- Earnings (loss) before income taxes (709,833) 3,118,060 303,745 1,991,505 Income taxes - 194,541 - 736,857 --- -------- --- -------- Net earnings (loss) $ (709,833) $ 2,923,519 $ 303,745 $1,254,648 ========= ========== ======== ========= Earnings (loss) per share - basic $(.14) $.24 ==== === Weighted average shares outstanding 4,999,937 5,302,017 ========= ========= Unaudited pro forma information (Note K): Earnings before income taxes $3,118,060 $ 303,745 Pro forma income tax expense 1,153,682 112,386 --------- -------- Pro forma net earnings $1,964,378 $ 191,359 ========= ======== Pro forma earnings per share - basic $.39 $.04 === === Weighted average shares outstanding 4,999,937 4,999,937 ========= =========
The accompanying notes are an integral part of these statements. F-3
Voxcom Holdings, Inc. CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) Additional Common stock Preferred stock paid-in Accumulated --------------------------- ------------------------- Shares Amount Shares Amount capital deficit Total ------------ ------------ ------------ ---------- ------------ ------------ ------------ Balances at July 1, 1995 100,000 $ 1,000 -- $ -- $ 444,000 $ (714,290) $ (269,290) Net loss for the year -- -- -- -- -- (709,833) (709,833) Capital contributions -- -- -- -- 850,000 -- 850,000 ------------ ------------ ------------ ------------ ------------ ------------ ------------ Balances at June 30, 1996 (unaudited) 100,000 1,000 -- -- 1,294,000 (1,424,123) (129,123) Reorganization (Note A) Merger of Voxcom Holdings, Inc. And Voxcom Systems, Inc. 4,899,937 (500) -- -- (1,294,000) 1,294,500 -- Notes issued for acquisition of AmeraPress, Inc. -- -- -- -- -- (10,000,000) (10,000,000) Distributions to stockholders -- -- -- -- -- (1,920,000) (1,920,000) Net earnings for the year -- -- -- -- -- 2,923,519 2,923,519 ------------ ------------ ------------ ------------ ------------ ------------ ------------ Balances at June 30, 1997 4,999,937 500 -- (9,126,104) (9,125,604) Issuance of stock 575,000 57 -- -- 574,943 -- 575,000 Conversion of debt -- -- 80,000 8,000,000 -- -- 8,000,000 Net earnings for the period -- -- -- -- -- 1,254,648 1,254,648 ------------ ------------ ------------ ------------ ------------ ------------ ------------ Balances at December 31, 1997 (unaudited) 5,574,937 $ 557 80,000 $ 8,000,000 $ 574,943 $ (7,871,456) $ 704,044 ============ ============ ============ ============ ============ ============ ============
The accompanying notes are an integral part of this statement. F-4
Voxcom Holdings, Inc. CONSOLIDATED STATEMENTS OF CASH FLOWS Six months ended Year ended June 30, December 31, ------------------------- ------------------------- 1996 1997 1996 1997 ----------- ---------- ----------- ----------- unaudited) (unaudited) Cash flows from operating activities Net earnings (loss) $ (709,833) $ 2,923,519 $ 303,745 $ 1,254,648 Adjustments to reconcile net earnings (loss) to net cash provided by operating activities: Write-off of receivables -- 258,085 -- 10,657 Depreciation and amortization 5,320 71,489 24,548 117,940 Stock issued for services -- -- -- 25,000 Change in operating assets and liabilities Receivables -- -- -- (305,048) Other current assets (354,940) 65,288 172,060 (509,430) Inventories (60,354) (303,459) (237,346) (18,543) Other assets (54,830) (67,898) (62,500) (445,295) Accounts payable and accrued expenses 466,759 149,245 412,891 1,203,440 Income taxes payable -- 194,541 -- 542,316 ----------- ----------- ----------- ----------- Net cash provided by (used in) operating activities (707,878) 3,290,810 613,398 1,875,685 Cash flows from investing activities Acquisition of property and equipment (120,687) (263,978) (150,244) (449,189) Cash flows from financing activities Capital contributions 850,000 -- -- -- Payments on notes payable to stockholders -- (760,000) -- (1,560,299) Distributions paid to stockholders -- (1,920,000) (530,000) -- ----------- ----------- ----------- ----------- Net cash used in financing activities 850,000 (2,680,000) (530,000) (1,560,299) Net increase in cash 21,435 346,832 (66,846) (133,803) Cash at beginning of period 7,420 28,855 28,855 375,687 ----------- ----------- ----------- ----------- Cash (overdraft) at end of period $ 28,855 $ 375,687 $ (37,991) $ 241,884 =========== ----------- =========== =========== Supplemental disclosure of cash flow information: Interest paid $ -- $ -- $ -- $ 184,659 Income taxes paid $ -- $ -- $ -- $ -- Noncash investing and financing activities Common stock issued for services and noncompetition agreements $ -- $ -- $ - $ 575,000
The accompanying notes are an integral part of this statement. F-5 Voxcom Holdings, Inc. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Information with respect to December 31, 1997, the year ended June 30, 1996 and the six month periods ended December 31, 1996 and 1997 is unaudited) NOTE A - BASIS OF PRESENTATION The accompanying financial statements include the accounts of Voxcom Holdings, Inc. (Holdings) and its subsidiaries, Voxcom Systems, Inc. (Systems), AmeraPress, Inc. (AmeraPress) and Home Business Group, Inc. (HBG), collectively, "the Company." Holdings, formerly Newcorp One, Inc., was incorporated in 1996. On June 17, 1997, Holdings, which had no operations and no significant assets or liabilities, issued 4,000,000 shares of its common stock (equal to 80% of its then outstanding shares) for all of the outstanding capital stock of Systems. Since the stockholders of Systems owned 80% of the common stock of Holdings after the sale of Systems, Systems is deemed to be the acquiring corporation for accounting purposes. Concurrent with the above transactions, Holdings acquired all of the outstanding common stock of AmeraPress in exchange for a $10,000,000 note, payable in 24 equal monthly installments. AmeraPress was incorporated on June 19, 1997 and succeeded to the business of Voxcom Sales, L.L.C. (Voxcom Sales). AmeraPress and Holdings were under common control. Accordingly, the acquisition of AmeraPress has been accounted for in a manner similar to a pooling of interests. The $10,000,000 note given in the acquisition of AmeraPress has been deemed a distribution to the shareholders of AmeraPress for accounting purposes and resulted in a charge to stockholders' equity of a like amount. Home Business Grou, Inc. (HBG), a wholly-owned subsidiary, commenced operations on November 1, 1997. The financial statements include the operations of Systems and Voxcom Sales from July 1, 1996 and AmeraPress and Holdings from June 17, 1997, and HBG from November 1, 1997. NOTE B - BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES Business AmeraPress sells materials to home-based businesses and produces laminated, customized sports, trading, and greeting cards sold by those businesses. HBG conducts seminars and sells introductory kits to home-based businesses. AmeraPress and its predecessor, Voxcom Sales, L.L.C., accounted for approximately 89% of total revenues for the year ended June 30, 1997. Systems sells and provides services related to credit card verification units for merchants. Advertising Costs The Company charges advertising costs to expense when incurred. Advertising costs for the year ended June 30, 1997 were approximately $213,000. F-6 Voxcom Holdings, Inc. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED (Information with respect to December 31, 1997, the year ended June 30, 1996 and the six month periods ended December 31, 1996 and 1997 is unaudited) NOTE B - BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES - Continued Cash and Cash Equivalents Cash and cash equivalents include cash in banks and all highly liquid investments with maturities of three months or less when purchased. Inventories Inventories consist principally of finished goods and are stated at the lower of cost or market; cost is determined using the first-in, first-out method. Property and Equipment Property and equipment are stated at cost. Depreciation is computed on a straight-line basis over the estimated lives of the individual assets, ranging from five to seven years. Revenue Recognition Sales of products and services are recorded as products are shipped or services are rendered. Earnings (Loss) Per Share The Company adopted Statement of Financial Accounting Standards No. 128 (SFAS No. 128) effective December 31, 1997. In accordance with SFAS No. 128, the Company computes basic earnings or loss per share based on the weighted average number of common shares outstanding. Diluted earnings per share is computed based on the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if dilutive potential common shares, consisting of stock purchase warrants, had been issued. For all periods presented, there was no dilutive effect from outstanding stock purchase warrants. The computation of weighted average shares outstanding gives retroactive effect to the shares issued by Holdings in the acquisition of Systems (Note A). Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. F-7 Voxcom Holdings, Inc. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED (Information with respect to December 31, 1997, the year ended June 30, 1996 and the six month periods ended December 31, 1996 and 1997 is unaudited) NOTE B - BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES - Continued Interim Financial Statements The accompanying interim financial statements are unaudited. They have been prepared in accordance with generally accepted accounting principles for interim financial information and Article 10 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the interim periods are not necessarily indicative of the results that may be expected for the full year. NOTE C - ACQUISITION OF BUSINESS Effective October 1, 1997, the Company acquired certain assets of a company engaged in the business of home- based business seminars in consideration for the assumption of liabilities of approximately $1,100,000. The acquisition was accounted for as a purchase, and the financial statements include the operations of the acquired business since October 1, 1997. If the acquisition had taken place at the beginning of fiscal 1997, the pro forma effect on net earnings would have been insignificant. Pro forma revenues (unaudited) are as follows: Year ended June 30, 1997 $20,320,000 Six months ended December 31: 1996 8,190,000 1997 15,690,000 NOTE D - NOTES PAYABLE Notes payable to stockholders are due in 24 equal monthly installments of principal plus interest. The Company has the right to defer all or any part of any 12 installments by paying all accrued interest required on the date of payment, provided that all principal and interest shall be paid by June 11, 2001. The notes bear interest at prime, adjusted each December 31. The interest rate at June 30, 1997 was 8.5%. The notes are collateralized by all of the outstanding shares of AmeraPress. In December 1997, $8,000,000 principal amount of notes were exchanged for 80,000 shares of preferred stock. The preferred stock pays no dividends and is redeemable at the option of the Company. F-8 Voxcom Holdings, Inc. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED (Information with respect to December 31, 1997, the year ended June 30, 1996 and the six month periods ended December 31, 1996 and 1997 is unaudited) NOTE E - FAIR VALUE OF FINANCIAL INSTRUMENTS The fair value of notes payable approximates carrying value because the notes have variable interest rates. Due to their short-term nature, the fair value of cash, cash equivalents and accounts payable approximates their carrying value. NOTE F - LEASE COMMITMENTS The Company leases offices and warehouse space and equipment under various noncancellable lease agreements. Total rent expense was $180,097 for the year ended June 30, 1997. As of June 30, 1997, the future minimum rental payments are as follows: Year ending June 30, 1998 $139,383 1999 111,096 2000 62,168 2001 56,958 2002 15,762 ------- $385,367 ======== In February 1998, the Company entered into a new lease agreement for office space with a five-year term. Monthly rental payments are approximately $24,000. NOTE G - INCOME TAXES The provision for income taxes for the year ended June 30, 1997, consists of the following: Federal $ 52,257 State 142,284 -------- $194,541 ======== F-9 Voxcom Holdings, Inc. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED (Information with respect to December 31, 1997, the year ended June 30, 1996 and the six month periods ended December 31, 1996 and 1997 is unaudited) NOTE G - INCOME TAXES - Continued Voxcom Sales, the predecessor to AmeraPress, was a limited liability company. Therefore, federal income taxes on its earnings were the liability of its stockholders. Following is a reconciliation of income taxes at the federal statutory rate to income tax expense for the year ended June 30, 1997: Tax at statutory rate $1,060,141 Earnings of Voxcom Sales, not subject to federal tax (838,629) State income tax, net of federal benefit 131,646 Benefit of utilization of net operating loss carryovers of Systems (157,155) Other (1,462) ---------- Income tax expense $ 194,541 ==========
At June 30, 1997, the Company had no remaining operating loss carryovers and no material deferred income tax assets or liabilities. NOTE H - STOCK PURCHASE WARRANTS All stockholders of Holdings were given one Class A warrant for each common share acquired by them. Each warrant entitles the holder to purchase one share of common stock for $6.00. If not exercised, warrants expire in June 1999. If exercised, the holder will receive one Class B warrant for each Class A warrant. Each Class B warrant entitles the holder to purchase one share of common stock for $20.00 and expires in June 1999. At June 30, 1997, there were 4,999,937 Class A warrants outstanding; none had been exercised. In March 1998, the Company reduced the exercise price of the class A warrants to $4.00. F-10 Voxcom Holdings, Inc. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED (Information with respect to December 31, 1997, the year ended June 30, 1996 and the six month periods ended December 31, 1996 and 1997 is unaudited) NOTE I - INDUSTRY SEGMENTS The Company operates in two industry segments, as described in Note B. Financial information by segment as of June 30, 1997 and for the year then ended is as follows: Home-based Credit card businesses verification Corporate Consolidated Sales to unaffiliated customers $12,008,786 $1,411,980 $ - $13,420,766 ========== ========= === ========== Operating income $ 2,700,086 $ 462,221 $ - $ 3,162,307 Corporate expenses - - (44,247) (44,247) --- --- ------- -------- Earnings before income taxes $ 2,700,086 $ 462,221 $(44,247) $ 3,118,060 ========== ======== ======= ========== Identifiable assets at June 30, 1997 $ 1,168,394 $ 144,047 $ - $ 1,312,441 ========== ======== ======= ========== Capital expenditures $ 250,208 $ 13,770 $ - $ 263,978 ========== ======= ======= ==========
Operating income is revenue less operating expenses, exclusive of corporate interest expense. NOTE J - FEDERAL TRADE COMMISSION SETTLEMENT In April 1998, the Company and the Federal Trade Commission (FTC) agreed to a compromise and settlement of a lawsuit filed by the FTC in February 1998. The FTC had alleged violations of the FTC Act in connection with the Company's business of marketing sales opportunities for home-based businesses. The agreement resulted in refunds by the Company to distributors in the amount of approximately $145,000 which were due at the time the lawsuit was filed, plus an additional $320,000 which arose during the FTC's investigation after the lawsuit was filed. The Company believes that many of the distributors were led to believe during the investigation that the Company was being closed. The Company has a policy of making refunds to distributors for a period of ten days after receipt of goods. Legal fees in connection with this matter were approximately $500,000. F-11 Voxcom Holdings, Inc. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED (Information with respect to December 31, 1997, the year ended June 30, 1996 and the six month periods ended December 31, 1996 and 1997 is unaudited) NOTE K - PRO FORMA DATA As discussed in Note G, Voxcom Sales was a limited liability company, and income taxes on its earnings were the liability of its shareholders. The unaudited pro forma income tax information included in the statements of earnings presents income tax expense as though the Company had been subject to federal and state income taxes for all periods presented. F-12 PART III Item 1. Index to Exhibits The following list describes the exhibits filed as part of this registration statement on Form 10-SB: Exhibit No. Description of Document - ----------- ----------------------- 2.01 Agreement and Plan of Reorganization, dated June 9, 1997, among Newcorp One, Inc. and the shareholders of Voxcom Systems, Inc. 2.02.1 Stock Purchase Agreement, dated June 30, 1997, among Voxcom Holdings, Inc. and the shareholders of AmeraPress, Inc. 2.02.2 Promissory Note, dated June 30, 1997, in connection with Stock Purchase Agreement between Voxcom Holdings, Inc. and the Shareholders of AmeraPress, Inc. 2.02.3 Security Agreement-Pledge, dated June 30, 1997, in connection with Promissory Note between Voxcom Holdings, Inc. and the Shareholders of AmeraPress, Inc. 2.03.1 Stock Purchase Agreement regarding MAXpc 2.03.2 Employment Agreement with Gary raabe 3.01 Restated Articles of Incorporation of Newcorp One, Inc., dated June 12, 1997. 3.02 By-laws of Voxcom Holdings, Inc. 3.03 Certificate of Decrease in Authorized and Issued Shares. 3.04 Certificate of Designation regarding Series A Preferred Stock III-1 10.01 Consulting Agreement and Covenant Not to Compete, dated July 1, 1997, between the Company and Kim Crowther and Brian Jensen. 10.02 1997 Stock Bonus Plan 10.03 Promissory Note and Purchase Money Security Agreement between the Company and General Binding Corporation, dated March 27, 1997. 10.04 Settlement Agreement with FTC 11.01 Earnings per Share 21.01 Subsidiaries 27.01 Financial Data Schedule III-2 EX-2.01 2 AGREEMENT AND PLAN OF REORGANIZATION AGREEMENT AND PLAN OF REORGANIZATION Agreement and Plan of Reorganization ("Agreement") between NEWCORP-ONE, INC. a Nevada corporation ("Issuer"), and Lawrence R. Biggs, Jr., Donald G. McLellan, Vision Finance and Management and Larry Cahill ("Shareholders"), being the owners of record of all of the issued and outstanding stock of Voxcom Systems, Inc., a Delaware corporation ("Company"). WHEREAS, Issuer wishes to acquire and the Shareholders wish to transfer all of the issued and outstanding stock of the Company in a transaction intended to qualify as a reorganization within the meaning of Section 368(a)(1)(B) of the Internal Revenue Code of l986, as amended. NOW, THEREFORE, Issuer and the Shareholders adopt this plan of reorganization and agree as follows: SECTION 1. EXCHANGE OF STOCK 1.01 Number of Shares. The Shareholders agree to transfer to Issuer at the Closing an aggregate of 100,000 shares of common stock of the Company, in exchange for an aggregate of 4,000,000 post-split shares of voting common stock of Issuer, $.0001 par value per share, and 4,000,000 post-split Class A Warrants and Class B Warrants, all to be issued at the Closing to the Shareholders in proportion to their ownership of shares of the Company (the "Issuer Shares"). 1.02 Delivery of Certificates by Shareholders, The transfer of Company shares by the Shareholders shall be effected by the delivery to Issuer at the Closing of certificates representing the transferred shares endorsed in blank or accompanied by stock powers executed in blank, affixed with all necessary transfer tax and other revenue stamps, acquired at the Shareholders' expense. 1.03 Further Assurances. At the Closing and from time to time thereafter, the parties shall execute such additional instruments and take such other actions as either may request in order more effectively to sell, transfer and assign the transferred stock of the Company to Issuer and to confirm Issuer's title thereto for the Shareholders and to acquire the Issuer Shares. SECTION 2. CLOSING 2.01 Contemporaneous Closing. The Closing contemplated by Section 1.01 shall be held at the offices of Glast, Phillips & Murray, P.C., counsel to the Shareholders, contemporaneously with the execution of this Agreement. 2.02 Actions. At the Closing, the parties shall execute and deliver the documents and take all other actions contemplated by this Agreement. 1 SECTION 3. REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS The Shareholders severally, but not jointly, represent and warrant to the Issuer as follows: 3.01 Corporate Status. Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is licensed or qualified as a foreign corporation in all locations in which the nature of its business or the character or ownership of its properties makes such licensing or qualification necessary. 3.0 Capitalization. The authorized capital stock of the Company consists of 1,000,000 authorized shares of Common Stock, par value $0.01 per share, of which 100,000 shares are issued and outstanding, all fully paid and nonassessable. 3.03 Financial Statements. The unaudited financial statements of Company furnished to Issuer consisting of balance sheets as of December 31, 1996, and related statements of income for the twelve months then ended, are materially correct and fairly present the financial condition of Company and its predecessor as of the dates and for the periods presented, and except as noted such statements were prepared in accordance with generally accepted accounting principles consistently applied. 3.04 Undisclosed Liabilities. Company has no liabilities of any nature except to the extent reflected or reserved against in Company's Balance Sheet, whether accrued, absolute, contingent or otherwise, including, without limitation, tax liabilities and interest due or to become due, except as may have been incurred in the ordinary course of business since the date of the Financial Statements. 3.05 Interim Changes. Between the date of the Financial Statements and the date of this Agreement, there have not been, except as set forth in the Disclosure Schedule (1) any changes in Company's financial condition, assets, liabilities or business which, in the aggregate, have been materially adverse; (2) any damage, destruction or loss of or to Company's property, whether or not covered by insurance; (3) any declaration or payment of any dividends or other distribution in respect of Company's capital stock, or any direct or indirect redemption, purchase or other acquisition or any such stock; or (4) any increase paid or agreed to in the compensation, retirement benefits or other commitments to employees. 3.06 Title to Property. Company has good and merchantable title to all properties and assets, real and personal, reflected in Company's latest Balance Sheet, except as since sold or otherwise disposed of in the ordinary course of business, and Company's properties and assets are subject to no mortgage, pledge, lien or encumbrance, except for liens shown therein. 3.07 Litigation. There is no litigation or proceeding pending, or to Shareholders' knowledge threatened, against or relating to Company, its properties or business, except as set forth 2 in the Disclosure Schedule. 3.08 Title to Shares. The Shareholders are the owners, free and clear of any liens and encumbrances, of the number of Company shares, which the Shareholders have contracted to exchange. SECTION 4. REPRESENTATIONS, WARRANTIES AND COVENANTS OF ISSUER Issuer represents and warrants to, and covenants with, the Shareholders as follows: 4.01 Corporate Status. Issuer is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada and is licensed or qualified as a foreign corporation in all states in which the nature of its business or the character or ownership of its properties makes such licensing or qualification necessary. 4.02 Capitalization. The authorized capital stock of Issuer following amendment of its Articles of Incorporation consists of 100,000,000 shares of capital stock, having a par value of $.0001 per share, of which 5,000,000 shares are issued and outstanding, all fully paid and non assessable, following the issuance thereof at the Closing pursuant to the Order Confirming Debtor's Second Amended Plan of Reorganization (as modified) in Case No. LA 89-15370-KL in the United States Bankruptcy Court, Central District of California (the "Order") and after declaration of a one- for-four reverse split of such shares. 4.03 Financial Statement. As of the date of the Closing, Issuer represents that the Financial Statements of Issuer hereto attached as Exhibit A, are accurate in accordance with generally accepted accounting principles (the "Issuer Financial Statements"). 4.04 Undisclosed Liabilities. Issuer has no liabilities of any nature except to the extent reflected in the Issuer Financial Statements. Issuer has not conducted any business whatsoever since the date of its incorporation. 4.05 Interim Changes. Between the date of the Issuer Financial Statements, and the date of this Agreement, there have not been, except as set forth in the Disclosure Schedule (1) any changes in Issuer's financial condition, assets, liabilities or business which, in the aggregate, have been materially adverse; (2) any damage, destruction or loss of or to Issuer's property, whether or not covered by insurance; (3) any declaration or payment of any dividends or other distribution in respect of Issuer's capital stock, or any direct or indirect redemption, purchase or other acquisition of any such stock; or (4) any increase paid or agreed to in the compensation, retirement benefits or other commitments to employees. 4.06 Title to Property. Issuer has good and merchantable title to all properties and assets, real and personal, reflected in Issuer's latest Balance Sheet, if any, except as since sold or otherwise 3 disposed of in the ordinary course of business, and Issuer's properties and assets are subject to no mortgage, pledge, lien or encumbrance, except for liens shown therein. 4.07 Litigation. There is no litigation or proceeding pending, or to Issuer's knowledge threatened, against or relating to Issuer, its properties or business, except as set forth in the Disclosure Schedule. 4.08 Investment Intent. Issuer is acquiring the Company shares to be transferred to it under this Agreement for investment and not with a view to the sale or distribution thereof, and Issuer has no commitment or present intention to liquidate Company or to sell or otherwise dispose of its stock. 4.09 Corporate Authority. Issuer has full corporate power and authority to enter into this Agreement and to carry out its obligations hereunder and will deliver to the Shareholders at the Closing a certified copy of resolutions of its Board of Directors authorizing execution of this Agreement by its officers and part performance thereunder. 4.10 Due Authorization. Execution of this Agreement and performance by Issuer hereunder has been duly authorized by all requisite corporate and shareholder action on the part of Issuer, and this Agreement constitutes a valid and binding obligation of Issuer. Performance hereunder will not violate any provision of Issuer's Articles of Incorporation, Bylaws, agreements, mortgages, agreements with third parties or other commitments. 4.11 Court Authorization. Issuer will furnish a legal opinion to such an extent that this Agreement and the transactions hereby are within the disclosure document previously presented to the Bankruptcy Court, are approved by the Bankruptcy Court pursuant to the Order, and that no further approval of the Bankruptcy Court is needed. SECTION 5. CONTEMPORANEOUS TRANSACTIONS The following transactions shall have taken place at or prior to the Closing and shall be conditions precedent to the obligation of any party to close this Agreement. 5.01 Articles of Incorporation and Bylaws. Issuer shall have amended its Articles of Incorporation in the form attached hereto as Exhibit A, and shall have filed such amendment of record with the Secretary of State of Nevada. Issuer shall have adopted new Bylaws in the form attached hereto as Exhibit B. 5.02 Issuances of Stock. Issuer shall have declared a one-for-four reverse split of its Common Stock and distributed 1,000,000 shares of its common stock and 1,000,000 Class A Warrants, as follows: 4 Common Class A Shareholder Shares Warrants ----------- ------ -------- Weaver creditors in Plan Pool 82,500 82,500 Certificate of indebtedness holders 125,000 125,000 Weaver shareholders 17,500 17,500 Administrative Claims 25,000 25,000 C. D. Financial, Inc. 250,000 250,000 Texas Equity, Inc. 250,000 250,000 JANDE International Holdings, 250,000 250,000 LLC 5.03 Market Makers. Issuer and the Company shall have arranged for at least two member firms of the National Association of Securities Dealers, Inc. ("NASD") to act as market makers for the Issuer Shares and the Warrants, and shall have supplied such market makers with the information required by SEC Rule 15c2-11. 5.04 Transfer Agent. Issuer shall have contracted with OTR/Oxford Transfer & Registrar Agency, Inc. to serve as the transfer agent for the Issuer Shares and Warrants after the Closing. 5.05 Certificates. Issuer and Company shall have prepared certificates representing the Issuer Shares and Warrants in a form that complies with all rules of the NASD, the Securities and Exchange Commission, and the State of Nevada. The Company's counsel shall obtain CUSIP numbers for the Issuer Shares and Warrants. 5.06 Resignations. All directors of Issuer except Daniel Lezak shall resign prior to the Closing. Daniel Lezak shall act as director to elect the Shareholders as directors of the Issuer, whereupon he shall resign as a director. All officers of the Issuer shall resign at the Closing. 5.07 Lock-ups. C. D. Financial, Inc., Texas Equity, Inc. and JANDE International Holdings, Inc. shall execute letters in the form of Exhibit C attached hereto agreeing to certain restrictions on the right to sell or dispose of any securities of the Issuer and certain other matters. 5.08 Consulting Agreement. Issuer shall execute and deliver that certain Independent Consulting Agreement in the form attached hereto as Exhibit D. 5.09 AmeraPress, Inc. Issuer shall have acquired by purchase all of the common stock of AmeraPress, Inc., a Nevada corporation and successor to Voxcom Sales, LLC, pursuant to the terms of the Stock Purchase Agreement attached hereto as Exhibit E. 5 SECTION 6. INDEMNIFICATION 6.01 Indemnification of Issuer. The Shareholders severally (and not jointly) agree to indemnify Issuer against any loss, damage or expense (including reasonable attorneys' fees) suffered by Issuer from (1) any breach by the Shareholders of this Agreement; or (2) any inaccuracy in or breach of any of the representations, warranties or covenants by the Shareholders herein; provided, however that (a) Issuer shall be entitled to assert rights of indemnification hereunder only if and to the extent that it suffers losses, damages and expenses (including reasonable attorneys' fees) exceeding $50,000 in the aggregate; and (b) Issuer shall give notice of any claims hereunder within the twenty-four (24) month period beginning on the date of the Closing. No loss, damage or expense shall be deemed to have been sustained by Issuer to the extent of insurance proceeds paid to, or tax benefits realizable by, Issuer or Company as a result of the event giving rise to such right to indemnification. 6.02 Indemnification of Shareholders. Issuer agrees to Indemnify the Shareholders against any loss damage or expense (including reasonable attorneys' fees) suffered by any of the Shareholders from (1) any breach by Issuer of this Agreement; or (2) any inaccuracy in or breach of any of Issuer's representations, warranties or covenants herein. 6.03 Defense of Claims. Upon obtaining knowledge thereof, the indemnified party shall promptly notify the indemnifying party of any claim which has given or could give rise to a right of indemnification under this Agreement If the right of indemnification relates to a claim asserted by a third party against the indemnified party, the indemnifying party shall have the right to employ counsel acceptable to the indemnified party to cooperate in the defense of any such claim. So long as the indemnifying party is defending any such claim in good faith, the indemnified party will not settle such claim. If the indemnifying party does not elect to defend any such claim, the indemnified party shall have no obligation to do so. SECTION 7. GENERAL PROVISIONS 7.01 Further Assurances. At any time, and from time to time, after the Effective Date, each Company 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. 7.02 Waiver. Any failure on the party of either party hereto to comply with any of its obligations, agreements or conditions hereunder may be waived in writing by the party to who such compliance is owed. 7.03 Brokers. Each party represents to the other party that no broker or finder has acted for it in connection with this Agreement, and agrees to indemnify and hold harmless the other party against any fee, loss or expense arising out of claims by brokers or finders employed or alleged to have been employed by it. 6 7.04 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, as follows: To: NEWCORP-ONE 23548 Calabasas Road Suite 205 Calabasasas, CA. 91302 To Shareholders: c/o Lawrence R. Biggs, Jr. 14990 Landmark Blvd. Suite 250 Dallas, Texas 75240 7.05 Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes and cancels any other agreement, representation, or communication, whether oral or written, between the parties hereto relating to the transactions contemplated herein or the subject matter hereof. 7.06 Headings. The section and subsection headings in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. 7.07 Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Nevada. 7.08 Assignment. This Agreement shall inure to the benefit of, and be binding upon, the parties hereto and their successors and assigns; provided, however, that any assignment by either party of its rights under this Agreement without the written consent of the other party shall be void. 7.09 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. 7.10 Disclosure Schedule. The Disclosure Schedule shall be attached hereto prior to execution and shall contain any matter for which information may be called for by any Section of this Agreement in order to clarify, amend or render accurate such information. 7 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date first above written. NEWCORP ONE, INC. By:/s/ Daniel Lezak -------------------------- Name: Daniel Lezak, President /s/ Lawrence R. Biggs, Jr. ----------------------------- Lawrence R. Biggs, Jr. /s/ Donald G. McLellan ----------------------------- Donald G. McLellan /s/ Larry Cahill ----------------------------- Larry Cahill VISION FINANCE AND MANAGEMENT By:/s/ Donald G. McLellan -------------------------- Donald G. McLellan, Agent 8 EXHIBIT A IS SET FORTH IN EXHIBIT 3.01 EXHIBIT B IS SET FORTH IN EXHIBIT 3.02 9 EXHIBIT C June 11, 1997 Voxcom Holdings, Inc. 14990 Landmark Blvd., Suite 250 Dallas, Texas 75240 Pursuant to the terms of the Agreement and Plan of Reorganization, dated the date hereof (the "Agreement"), by and among Voxcom Holdings, Inc., f/k/a Newcorp-One, Inc., a Nevada corporation ("Voxcom") and Lawrence R. Biggs, Jr., Larry Cahill and Donald G. McLellan (the "Shareholders"), the Shareholders will acquire control of Voxcom and contribute an operating business as contemplated by the Order Confirming Debtor's Second Amended Plan of Reorganization (as modified) in Case No. LA 89-15370-KL in the United States Bankruptcy Court, Central District of California (the "Order"). Pursuant to the Order and the Agreement, the undersigned is entitled to receive 1,000,000 shares of unrestricted common stock, 1,000,000 Class A Warrants and 1,000,000 Class B Warrants of Voxcom (the "Shares") representing 5% of shares outstanding following the issuance to the Shareholders and others. I represent and warrant to, and covenant with, Voxcom as follows: A. I shall not make any sale, transfer or other disposition of any Shares issued to me in violation of the Securities Act of 1933 (the "Act") or the Rules and Regulations under the Act. B. I have no present intention to sell or dispose of any of the Shares. C. I agree that, for a period of one year from the date hereof, I will not offer, sell, transfer or convey any of the Shares, whether in the open market or otherwise. D. My Shares shall be callable, and I hereby grant to Voxcom the right and option to purchase such shares for a price of $.0001 per share, in the event the issuance of Shares to the Shareholders of Voxcom fails to comply with the Order or with Section 1145 of the U.S. Bankruptcy Code (11 U.S.C. ss.1145). 10 Prior to any transfer of any of the Shares, I will give notice to Voxcom of my intention to effect such offer, sale or transfer, describing the proposed transaction in sufficient detail to enable Voxcom and its counsel to determine that the proposed transaction will not violate the Act. Sincerely, ---------------------------- AGREED AND ACKNOWLEDGED: VOXCOM HOLDINGS, INC. By: Name: Title: 11 INDEPENDENT CONSULTING AGREEMENT -------------------------------- THIS INDEPENDENT CONSULTING AGREEMENT (the "Agreement") is made and entered into as of this _____ day of ___________ , 1997, by and between Voxcom Holdings, Inc. a Nevada corporation formerly known as Newcorp One, Inc. (the "Company") and B. D. Brooke & Company, a Nevada corporation ("BDB") and made with respect to the following facts: (A) BDB is a Nevada corporation and is not directly regulated by any Regulatory or Self- Regulatory agency and its business includes providing financial and other advice to publicly held companies. (B) The Company requires such services as part of its business. NOW, THEREFORE, in consideration of the promises and mutual promises herein contained, the parties hereto agree as follows: 1. INDEPENDENT CONSULTANT: The Company hereby retains BDB as an independent consultant to provide financial and other business advice to the company. In providing the services hereunder, BDB may introduce the Company to investors, lenders, and Broker/Dealers both private and institutional. The Company shall maintain the confidentiality of such persons or entities and shall not contact same without the written consent of BDB, BDB may provide similar and other services to other companies and may receive compensation from the other Parties involved in the providing of financing , and/or other services to the Company. 2. INFORMATION REGARDING THE COMPANY: In order for BDB to perform under this Agreement, the Company shall from time to time be required to complete certain forms, submit information and deliver documents to BDB including substantial financial and business information regarding the Company (the "Information"). The failure of the Company to accurately and completely deliver all requested Information to BDB within three (3) weeks of the request therefore made by BDB, unless otherwise agreed to in writing, shall constitute a breach of this Agreement by the Company upon which BDB may, in its sole discretion, stop providing services hereunder, discontinue work on the Project or terminate this Agreement. 3. CONFIDENTIALITY: All Information that the Company deems confidential shall be clearly labeled as such prior to delivery to BDB. BDB shall maintain the confidentially of all such labeled information except when required by law or if such Information is available from another source not required to maintain the confidentiality of the Information. This Section 3 shall survive this Agreement. 4. CONSIDERATION: In consideration for the services provided by BDB to the Company hereunder, the Company shall pay the total of $40,000.00. The consideration shall be paid 12 $20,000.00 immediately upon acceptance of this agreement, and $20,000.00 paid upon completion, which shall be interpreted as the date in which a definitive agreement is closed by and between the Company and Lawrence R. Biggs, Jr., Donald R. McLellan, and Larry Cahill. Such payments then due shall be proceeded by an invoice from BDB which shall be marked payable upon receipt. (a) Upon the completion of the proposed merger by and between The Company and Issuer, the resulting merged Company may extend this contract and elect to pay BDB a sum that shall be negotiated at that time, but shall be no lower than $180.00 per hour plus expenses. (b) The failure of the Company to accurately comply with this section 4 and subsection 4(a), unless otherwise agreed to in writing, shall constitute a breach of this Agreement by the Company, upon which BDB may, in its sole discretion, stop providing services hereunder, and terminate this Agreement. Additionally, BDB shall be reimbursed by the Company for all reasonable necessary out-of pocket expenses incurred by BDB in connection with the performance of its obligations hereunder as provided in Section 8 hereof. The fees payable hereunder are non-refundable. 5. EXCLUSIVITY: The Company shall have the non-exclusive right to employ BDB as a independent consultant to it. If at any time during the term of this Agreement. or within six months after its termination, the Company enters into a contract for the financing or other services, if any, from sources introduced to the Company by BDB, BDB shall be entitled to all of the consideration provided in Section 4 above. 6. TERM: The term of this Agreement shall commence on the date hereof and shall continue, for six months (6) from the date hereto (the "Period") with mutual six months (6) extension thereof, unless terminated earlier by BDB pursuant to Section 2 or Section 4 hereof. 7. INDEMNIFICATION. The Company shall indemnify, defend and hold harmless BDB and all of its Directors, shareholders, employees and agents from and against any and all causes of action, claims demands costs, damages, liabilities, losses, obligations and expenses (including actual attorneys fees) arising out of or connected with, or claimed to arise out of or be commenced with, any act performed or omitted to be performed under this agreement. If the Company is attempting to obtain financing, BDB makes no representations as to the outcome of any efforts in that regard and the Company acknowledges that BDB shall not be liable for the Company's failure to obtain any financing as a result of BDB's services hereunder. 8. EXPENSES: BDB shall be reimbursed by the Company for all reasonable and necessary out-of-pocket expenses incurred by BDB in connection with the performance of its obligations hereunder. Any travel and or related expenses shall require advance reimbursement by the Company, and as such the approval of the Company. 13 10. CONSEQUENTIAL DAMAGES: BDB shall not be liable to the Company for consequential or incidental damages, including, but not limited to, lost profits or sales or unnecessary expenses, resulting from the failure of BDB services hereunder. or to proposed financing not successfully completed. 11. ATTORNEYS' FEES AND EXPENSES: In the event that it should become necessary for any party to this Agreement to bring an action, including arbitration, either at law or in equity, to enforce or interpret the terms of this Agreement, the prevailing party in such action shall be entitled to recover its reasonable attorneys' fees and expenses as a part of any judgment therein, in addition to any other award which may be granted. 12. APPLICABLE LAW/VENUE: This Agreement is executed and intended to be performed in the State of Texas, United States of America, and the laws of such state and nation shall govern its interpretation and effect. If suit is instituted by any party hereto for any cause or matter arising from or in connection with the respective rights or obligations of the parties hereunder, the sole jurisdiction and venue for such action shall be the State District Courts of Dallas County, Texas. 13. NOTICE: Any and all notices or other communications required or permitted by this Agreement or by law shall be deemed served and given when actually received by personal delivery, by electronic communication, confirmed by certified mail within ten business days, or by certified mail, return receipt requested, with first class postage prepaid thereon, to the Party to whom such notice or communication is directed, addressed as follows: If to Company: AmeraPress, Inc. c/o Lawrence R. Biggs, Jr. 14990 Landmark Blvd., Suite 250 Dallas, Texas 75240 If to BDB: B. D. Brooke & Company P. O. Box 1506 Agoura Hills, CA 91376-15C6 With copies to: Rex E. Crim, President Texas Equity, Inc. 3030 McKinney Suite 1501 Dallas, Texas 75204 14 Each of the parties hereto may change its address for purposes of this Section 13 by giving written notice of such change in the manner provided for in this Section 13. 14. SEVERABILITY: Any provision in this Agreement which is, by competent judicial authority, declared illegal, invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such illegality, invalidity or unenforceability without invalidating the remaining provisions hereto or affecting the legality, validity or enforceability of such provision in any other jurisdiction. The parties hereto agree to negotiate in good faith to replace any illegal, invalid or unenforceable provision of this Agreement with a legal, valid and enforceable provision that, to the extent possible, will preserve the economic bargain of this Agreement, or otherwise to amend this Agreement, including the provision relating to choice of law, to achieve such result. 15. WAIVER: No Waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a Waiver of any other provision, whether or not similar, nor shall any Waiver constitute a continuing Waiver. No Waiver shall be binding unless executed in writing by the party making the Waiver. 16. SUCCESSOR: This Agreement shall be binding upon the parties, and upon their respective representatives, administrators, successor and assigns, and shall inure to the benefit of the parties and others released herein and to their respective heirs, representative, executors, administrators, successors and assigns. 17. ARBITRATION: Any controversy, arising out of or relating to this Agreement, or breach of this Agreement, shall be initially submitted to non-binding Arbitration in accordance with the commercial arbitration rules of the American Arbitration Association, and judgment of the award rendered by the arbitrators may be entered in any court having jurisdiction. There shall be three (3) arbitrators, on to be chosen directly by each party at will, and the third arbitrator to be selected by the two (2) arbitrators so chosen. Each party shall pay the fees of the arbitrator he selects as well as the fees of his attorneys, the expenses of his witnesses and any other expenses connected with presenting his claim. The costs of the arbitration, including the cost of any record or transcript of the arbitration, administrative fees, the fee of the third arbitrator, and all other fees and costs, shall be borne equally by the parties. 18. CONSTRUCTION: (A) The language of this Agreement shall in all cases by construed as a whole, according to its fair meaning, and not strictly for or against either of the parties, (B) The section headings used in this Agreement are intended solely for convenience of reference and shall not in any manner amplify, limit, modify or otherwise be used in the interpretation of any of the provision hereof. 15 19. COUNTERPARTS: This Agreement may be executed in any number of counterparts with effect as if all parties had signed the same document. All such counterparts shall be deemed an original, shall be construed together and shall constitute on and the same instrument. 20. ENTIRE AGREEMENT; AMENDMENTS AGREEMENT: This Agreement contains the entire agreement between the parties hereto with respect to the matter hereof. The provisions of this Agreement may not be modified or waived except in a writing signed by each of the parties hereto. 21. REGULATORY AUTHORITIES: This Agreement shall be the subject to the approval of those regulatory authorities having jurisdiction over such an Agreement. 22. Time shall be of the essence of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. VOXCOM HOLDINGS, INC. By:________________________________ Lawrence R. Biggs, Jr. B.D. BROOKE & COMPANY By:________________________________ Ely Mandell, President 16 EXHIBIT E IS SET FORTH IN EXHIBIT 2.02.1 EXHIBIT E-1 IS SET FORTH IN EXHIBIT 2.02.2 EXHIBIT E-2 IS SET FORTH IN EXHIBIT 2.02.3 17 EX-2.02.1 3 STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT Stock Purchase Agreement ("Agreement") dated June 30, 1997, between VOXCOM HOLDINGS, INC., formerly known as NEWCORP-ONE, INC. a Nevada corporation ("Purchaser"), and Lawrence R. Biggs, Jr., Donald G. McLellan and Larry Cahill ("Shareholders"), being the owners of record of all of the issued and outstanding stock of AmeraPress, Inc., a Nevada corporation ("Company"). WHEREAS, Purchaser wishes to acquire and the Shareholders wish to transfer all of the issued and outstanding stock of the Company to Purchaser, and Purchaser desires to purchase same. NOW, THEREFORE, Purchaser and the Shareholders adopt this plan of reorganization and agree as follows: SECTION 1. PURCHASE OF STOCK 1.01 Number of Shares. The Shareholders agree to transfer to Purchaser at the Closing an aggregate of 10,000 shares of common stock of the Company, representing 100% of shares outstanding of the Company in exchange for Purchaser's Promissory Note in the principal amount of $10,000,000 in the form attached as Exhibit E-1 to this Agreement (the "Note") secured by a pledge of the stock pursuant to the Pledge Agreement in the form of Exhibit E-2. 1.02 Delivery of Certificates by Shareholders, The transfer of Company shares by the Shareholders shall be effected by the delivery to Purchaser at the Closing of certificates representing the transferred shares endorsed in blank or accompanied by stock powers executed in blank, affixed with all necessary transfer tax and other revenue stamps, acquired at the Shareholders' expense. 1.03 Further Assurances. At the Closing and from time to time thereafter, the parties shall execute such additional instruments and take such other actions as either may request in order more effectively to sell, transfer and assign the transferred stock to Purchaser and to confirm Purchaser's title thereto. SECTION 2. CLOSING 2.01 Contemporaneous Closing. The Closing contemplated by Section 1.01 shall be held at the offices of Glast, Phillips & Murray, P.C., counsel to the Shareholders, contemporaneously with the execution of this Agreement. 2.02 Actions. At the Closing, the parties shall execute and deliver the documents and take all other actions contemplated by this Agreement. 1 SECTION 3. REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS The Shareholders severally, but not jointly, represent and warrant to the Purchaser as follows: 3.01 Corporate Status. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada and is licensed or qualified as a foreign corporation in all locations in which the nature of its business or the character or ownership of its properties makes such licensing or qualification necessary. 3.0 Capitalization. The authorized capital stock of the Company consists of 100,000 authorized shares of Common Stock, par value $0.01 per share, of which 10,000 are issued and outstanding, all fully paid and nonassessable. 3.03 Financial Statements. The unaudited financial statements of Company furnished to Purchaser consisting of balance sheets as of December 31, 1996, and related statements of income for the twelve months then ended, are materially correct and fairly present the financial condition of Company and its predecessor as of the dates and for the periods presented, and except as noted such statements were prepared in accordance with generally accepted accounting principles consistently applied. 3.04 Undisclosed Liabilities. Company has no liabilities of any nature except to the extent reflected or reserved against in Company's Balance Sheet, whether accrued, absolute, contingent or otherwise, including, without limitation, tax liabilities and interest due or to become due, except as may have been incurred in the ordinary course of business since the date of the Financial Statements. 3.05 Interim Changes. Between the date of the Financial Statements and the date of this Agreement, there have not been, except as set forth in the Disclosure Schedule (1) any changes in Company's financial condition, assets, liabilities or business which, in the aggregate, have been materially adverse; (2) any damage, destruction or loss of or to Company's property, whether or not covered by insurance; (3) any declaration or payment of any dividends or other distribution in respect of Company's capital stock, or any direct or indirect redemption, purchase or other acquisition or any such stock; or (4) any increase paid or agreed to in the compensation, retirement benefits or other commitments to employees. 3.06 Title to Property. Company has good and merchantable title to all properties and assets, real and personal, reflected in Company's latest Balance Sheet, except as since sold or otherwise disposed of in the ordinary course of business, and Company's properties and assets are subject to no mortgage, pledge, lien or encumbrance, except for liens shown therein. 3.07 Litigation. There is no litigation or proceeding pending, or to Shareholders' knowledge threatened, against or relating to Company, its properties or business, except as set forth 2 in the Disclosure Schedule. 3.08 Title to Shares. The Shareholders are the owners, free and clear of any liens and encumbrances, of the number of Company shares, which the Shareholders have contracted to exchange. SECTION 4. REPRESENTATIONS, WARRANTIES AND COVENANTS OF PURCHASER Purchaser represents and warrants to, and covenants with, the Shareholders as follows: 4.01 Corporate Status. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada and is licensed or qualified as a foreign corporation in all states in which the nature of its business or the character or ownership of its properties makes such licensing or qualification necessary. 4.02 Capitalization. The authorized capital stock of Purchaser following amendment of its Articles of Incorporation, consists of 100,000,000 shares of capital stock, having a par value of $.0001 per share, of which 5,000,000 shares are issued and outstanding, all fully paid and non assessable, following the issuance thereof pursuant to the Order Confirming Debtor's Second Amended Plan of Reorganization (as modified) in Case No. LA 89-15370-KL in the United States Bankruptcy Court, Central District of California (the "Order") and the Agreement and Plan of Reorganization among Purchaser the Shareholders dated the date hereof. 4.03 Financial Statement. As of the date of the Closing, Purchaser represents that the Financial Statements of Purchaser hereto attached as Exhibit A, are accurate in accordance with generally accepted accounting principles (the "Purchaser Financial Statements"). 4.04 Undisclosed Liabilities. Purchaser has no liabilities of any nature except to the extent reflected in the Purchaser Financial Statements. Purchaser has not conducted any business whatsoever since the date of its incorporation. 4.05 Interim Changes. Between the date of the Purchaser Financial Statements, and the date of this Agreement, there have not been, except as set forth in the Disclosure Schedule (1) any changes in Purchaser's financial condition, assets, liabilities or business which, in the aggregate, have been materially adverse; (2) any damage, destruction or loss of or to Purchaser's property, whether or not covered by insurance; (3) any declaration or payment of any dividends or other distribution in respect of Purchaser's capital stock, or any direct or indirect redemption, purchase or other acquisition of any such stock; or (4) any increase paid or agreed to in the compensation, retirement benefits or other commitments to employees. 4.06 Title to Property. Purchaser has good and merchantable title to all properties and assets, real and personal, reflected in Purchaser's latest Balance Sheet, if any, except as since sold 3 or otherwise disposed of in the ordinary course of business, and Purchaser's properties and assets are subject to no mortgage, pledge, lien or encumbrance, except for liens shown therein. 4.07 Litigation. There is no litigation or proceeding pending, or to Purchaser's knowledge threatened, against or relating to Purchaser, its properties or business, except as set forth in the Disclosure Schedule. 4.08 Investment Intent. Purchaser is acquiring the Company shares to be transferred to it under this Agreement for investment and not with a view to the sale or distribution thereof, and Purchaser has no commitment or present intention to liquidate Company or to sell or otherwise dispose of its stock. 4.09 Corporate Authority. Purchaser has full corporate power and authority to enter into this Agreement and to carry out its obligations hereunder and will deliver to the Shareholders at the Closing a certified copy of resolutions of its Board of Directors authorizing execution of this Agreement by its officers and part performance thereunder. 4.10 Due Authorization. Execution of this Agreement and performance by Purchaser hereunder has been duly authorized by all requisite corporate and shareholder action on the part of Purchaser, and this Agreement constitutes a valid and binding obligation of Purchaser. Performance hereunder will not violate any provision of Purchaser's Articles of Incorporation, Bylaws, agreements, mortgages, agreements with third parties or other commitments. SECTION 5. INDEMNIFICATION 5.01 Indemnification of Purchaser. The Shareholders severally (and not jointly) agree to indemnify Purchaser against any loss, damage or expense (including reasonable attorneys' fees) suffered by Purchaser from (1) any breach by the Shareholders of this Agreement; or (2) any inaccuracy in or breach of any of the representations, warranties or covenants by the Shareholders herein; provided, however that (a) Purchaser shall be entitled to assert rights of indemnification hereunder only if and to the extent that it suffers losses, damages and expenses (including reasonable attorneys' fees) exceeding $50,000 in the aggregate; and (b) Purchaser shall give notice of any claims hereunder within the twenty-four (24) month period beginning on the date of the Closing. No loss, damage or expense shall be deemed to have been sustained by Purchaser to the extent of insurance proceeds paid to, or tax benefits realizable by, Purchaser or Company as a result of the event giving rise to such right to indemnification. 5.02 Indemnification of Shareholders. Purchaser agrees to Indemnify the Shareholders against any loss damage or expense (including reasonable attorneys' fees) suffered by any of the Shareholders from (1) any breach by Purchaser of this Agreement; or (2) any inaccuracy in or breach of any of Purchaser's representations, warranties or covenants herein. 5.03 Defense of Claims. Upon obtaining knowledge thereof, the indemnified party shall 4 promptly notify the indemnifying party of any claim which has given or could give rise to a right of indemnification under this Agreement If the right of indemnification relates to a claim asserted by a third party against the indemnified party, the indemnifying party shall have the right to employ counsel acceptable to the indemnified party to cooperate in the defense of any such claim. So long as the indemnifying party is defending any such claim in good faith, the indemnified party will not settle such claim. If the indemnifying party does not elect to defend any such claim, the indemnified party shall have no obligation to do so. SECTION 6. GENERAL PROVISIONS 6.01 Further Assurances. At any time, and from time to time, after the Effective Date, each Company 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. 6.02 Waiver. Any failure on the party of either party hereto to comply with any of its obligations, agreements or conditions hereunder may be waived in writing by the party to who such compliance is owed. 6.03 Brokers. Each party represents to the other party that no broker or finder has acted for it in connection with this Agreement, and agrees to indemnify and hold harmless the other party against any fee, loss or expense arising out of claims by brokers or finders employed or alleged to have been employed by it. 6.04 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, as follows: To: Voxcom Holdings, Inc. 14990 Landmark Blvd., Suite 250 Dallas, Texas 75240 Attention: President To Shareholders: c/o Lawrence R. Biggs, Jr. 14990 Landmark Blvd. Suite 250 Dallas, Texas 75240 6.05 Entire Agreement. This Agreement constitutes the entire agreement between the 5 parties and supersedes and cancels any other agreement, representation, or communication, whether oral or written, between the parties hereto relating to the transactions contemplated herein or the subject matter hereof. 6.06 Headings. The section and subsection headings in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. 6.07 Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Nevada. 6.08 Assignment. This Agreement shall inure to the benefit of, and be binding upon, the parties hereto and their successors and assigns; provided, however, that any assignment by either party of its rights under this Agreement without the written consent of the other party shall be void. 6.09 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. 6.10 Disclosure Schedule. The Disclosure Schedule shall be attached hereto prior to execution and shall contain any matter for which information may be called for by any Section of this Agreement in order to clarify, amend or render accurate such information. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date first above written. VOXCOM HOLDINGS, INC. By:/s/ Daniel Lezak -------------------------- Name: Daniel Lezak, President /s/ Lawrence R. Biggs, Jr. ----------------------------- Lawrence R. Biggs, Jr. /s/ Donald G. McLellan ----------------------------- Donald G. McLellan /s/ Larry Cahill ----------------------------- Larry Cahill 6 EX-2.02.2 4 PROMISSORY NOTE PROMISSORY NOTE $10,000,000 June 30, 1997 FOR VALUE RECEIVED, the undersigned VOXCOM HOLDINGS, INC., a Nevada corporation (herein called "Maker"), promises to pay unto the order of Lawrence R. Biggs, Jr., Larry Cahill, and Donald G. McLellan (herein called "Payee" which term herein in every instance shall refer to any owner or holder of this Note) the aggregate sum of TEN MILLION AND NO/100 DOLLARS ($10,000,000.00) together with interest on the principal balance hereof from time to time outstanding from the date of advancement until paid, at the annual rate of the prime rate in effect on December 31 of each year during the term of this note, as such prime rate shall be quoted in the Wall Street Journal (but in no event to exceed the maximum lawful rate of interest permitted by applicable usury laws). The principal and interest hereunder shall be payable in lawful money of the United States of America at the address of Payee as Payee may designate hereafter in writing. This Note shall be payable in 24 consecutive, monthly, equal installments of principal, plus interest on the unpaid principal balance. The Maker at its election shall have the right to defer all or part of any 12 such installments by giving notice thereof to Payee and paying all accrued interest on the date required for payment, provided that the full amount of all principal and interest shall be repaid in full on or before 48 months from the date of this Note. Maker may prepay this note in whole or in part at any time without being required to pay any penalty or premium for such privilege. All prepayments hereunder, whether designated as payments of principal or interest, shall be applied first to accrued and unpaid interest and then installments of principal in the inverse order of their stated maturity. Maker and any and all sureties, guarantors and endorsers of this note and all other parties now or hereafter liable hereon, severally waive grace, demand, presentment for payment, protest, notice of any kind (including, but not limited to, notice of protest, notice of intention to accelerate and notice of acceleration) and diligence in collecting and bringing suit against any party hereto, and agree (a) to all extensions and partial payments, with or without notice, before or after maturity, (b) to any substitution, exchange or release of any security now or hereafter given for this note, (c) to the release of any party primarily or secondarily liable hereon, and (d) that it will not be necessary for Payee, in order to enforce payment of this note, to first institute or exhaust Payee's remedies against Maker or any other party liable therefor or against any security for this note. In the event of default hereunder or under any of the instruments securing payment hereof and this note is placed in the hands of an attorney for collection (whether or not suit is filed), or if this note is collected by suit or legal proceeding or through the probate court or bankruptcy PROMISSORY NOTE Page 1 of 3 - --------------- proceedings, Maker agrees to pay all reasonable attorneys' fees and all expenses of collection and costs of court. It is the intention of the parties hereto to comply with applicable usury laws (now or hereafter enacted); accordingly, notwithstanding any provision to the contrary in this note, or in any of the documents securing payment hereof or otherwise relating hereto, in no event shall this note or such documents require the payment or permit the collection of interest in excess of the maximum amount permitted by such laws. If any such excess of interest is contracted for, charged, taken, reserved or received under this note or under the terms of any of the documents securing payment hereof or otherwise relating hereto, or in the event the maturity of the indebtedness evidenced by this note is accelerated in whole or in part, or in the event that all or part of the principal or interest of this note shall be prepaid, so that under any of such circumstances the amount of interest contracted for, charged, taken, reserved or received under this note or under any of the instruments securing payment hereof or otherwise relating hereto, on the amount of principal actually outstanding from time to time under this note shall exceed the maximum amount of interest permitted by applicable usury laws, now or hereafter enacted, then in any such event (i) the provisions of this paragraph shall govern and control, (ii) any such excess which may have been collected at final maturity of said indebtedness either shall be applied as a credit against the then unpaid principal amount hereof or refunded to Maker, at Payee's option, and (iii) upon such final maturity, the effective rate of interest shall be automatically reduced to the maximum lawful rate allowed under applicable usury laws as now or hereafter construed by the courts having jurisdiction thereof. Without limiting the foregoing, all calculations of the rate of interest contracted for, charged, taken, reserved or received under this note or under such other documents which are made for the purpose of determining whether such rate exceeds the maximum lawful rate, shall be made, to the extent permitted by law, by amortizing, prorating, allocating and spreading in equal parts during the period of the full stated term of the loan evidenced hereby, all interest at any time contracted for, charged, taken, reserved or received from Maker or otherwise by Payee in connection with such indebtedness. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED UNDER THE APPLICABLE LAWS OF THE STATE OF TEXAS. THE COUNTY OF DALLAS, TEXAS SHALL BE THE PROPER PLACE OF VENUE TO ENFORCE PAYMENT OF THIS NOTE. MAKER IRREVOCABLY AGREES THAT THE STATE DISTRICT COURTS IN DALLAS COUNTY, TEXAS SHALL BE THE EXCLUSIVE COURTS FOR ANY LEGAL PROCEED INGS ARISING OUT OF OR IN CONNECTION WITH THIS NOTE. To the extent that the interest rate laws of the State of Texas are applicable to this note and unless changed in accordance with law, the applicable interest rate ceiling is the indicated (weekly) ceiling determined in accordance with Article 5069-1.04(a)(1) of the Texas Revised Civil Statutes, as amended, or to any successor to such statute. Any check, draft, money order or other instrument given in payment of all or any portion thereof may be accepted by Payee and handled in collection in the customary manner, but the same shall not constitute payment hereunder or diminish any rights of Payee except to the extent that actual cash proceeds of such instrument are unconditionally received by Payee. PROMISSORY NOTE Page 2 of 3 - --------------- Maker represents and warrants to Payee and to all other owners and holders of any indebtedness evidenced hereby that all loans evidenced by this note are for business, commercial, investment or other similar purpose and not primarily for personal, family, household or agricultural use, as such terms are used or defined in Texas Revised Civil Statutes, Article 5069- 1.04, Texas Credit Code and Regulation Z promulgated by the Board of Governors of the Federal Reserve System and under Titles I and V of the Consumer Credit Protection Act. This note is issued pursuant to and is secured by that certain Security Agreement-Pledge of even date herewith (the "Security Agreement") by and among Maker and Payee. Reference is made to the Security Agreement for certain provisions relating to the acceleration of maturity hereof upon the occurrence of certain events specified therein and for all other pertinent purposes. VOXCOM HOLDINGS, INC. By:/s/ Daniel Lezak ---------------------- Daniel Lezak, President PROMISSORY NOTE Page 3 of 3 - --------------- EX-2.02.3 5 SECURITY AGREEMENT-PLEDGE SECURITY AGREEMENT-PLEDGE (SECURITIES) This Security Agreement-Pledge is entered into as of the 30th day of June, 1997, by VOXCOM HOLDINGS, INC. ("Debtor"), in favor of LAWRENCE R. BIGGS, JR., LARRY CAHILL, AND DONALD G. MCLELLAN ("Secured Party"). SECTION 1. SECURITY INTEREST. For value received, the receipt and sufficiency of which is hereby acknowledged including, without limitation, the agreement by Secured Party to extend certain credit and financial accommodations to Debtor, pursuant to a Promissory Note dated the date hereof between Debtor and Secured Party ("the Note"), Debtor has granted and does hereby grant to Secured Party a security interest in and agrees and acknowledges that Secured Party has and shall continue to have a security interest in the following described property (herein called the "Collateral"), to-wit: 100% of the outstanding capital stock of AmeraPress, Inc., a Nevada corporation now owned or hereafter acquired by Debtor, presently being 10,000 shares represented by Certificate No. 004 standing in the name of Debtor in the books of Debtor; together with all moneys, income, proceeds and benefits attributable or accruing to such property including, but not limited to, all stock rights, rights to subscribe, liquidating dividends, stock dividends, dividends paid in stock, new security or other properties or benefits to which Debtor is or may hereafter become entitled to receive on account of such property, and in the event that Debtor shall receive any of such, Debtor shall hold the same as trustee for Secured Party and will immediately deliver the same to Secured Party to be held hereunder in the same manner as the property specifically described above is held hereunder. All of the property in which Secured Party is hereby granted a security interest shall herein sometimes be called the "Collateral" or the "Pledged Securities". Debtor has delivered possession of the Collateral to Secured Party and agrees to execute such stock powers, endorse such instruments, execute such additional pledge agreements or other documents as may be required by Secured Party in order to effectively grant to Secured Party the security interest in the Collateral. SECTION 2. OBLIGATIONS. The security interest granted hereby is to secure the payment and performance of the Note and any and all other indebtedness, obligations, and liabilities incurred by the Debtor to the Secured Party (collectively called the "Obligations"). Debtor and Debtor acknowledge that the security interest hereby granted shall secure all future advances as well as any and all other obligations and liabilities of the Debtor to Secured Party whether now in existence or hereafter arising. -1- SECTION 3. WARRANTIES AND COVENANTS OF DEBTOR. Debtor hereby warrants, covenants and agrees that: A. Except for the security interest granted hereby, Debtor is the owners of the Collateral free of any adverse claim, lien, mortgage, pledge, security interest or other encum brance, or right or option on the part of any third party to purchase or otherwise acquire the Collateral or any part thereof; and Debtor will defend the Collateral against all claims and demands of all parties at any time claiming the same or an interest therein; B. Debtor will not sell or offer to sell or otherwise transfer or encumber the Collateral or any interest therein without the prior written consent of Secured Party; C. Debtor will keep the Collateral free from any and all adverse liens, mortgages, pledges, claims, security interests and other encumbrances; D. Debtor will pay to Secured Party all expenses and expenditures, including reasonable attorney's fees and legal expenses, incurred or paid by Secured Party in exercising or protecting its interest, rights and remedies under this Security Agreement. Debtor agrees to pay interest on such amounts at the rate of ten percent (10%) per annum from the date such are incurred by Secured Party until the date paid by Debtor or Debtor; E. The security interest granted hereby shall in no way be affected by any indulgence or indulgences, extension or extensions, change or changes in the form, evidence, maturity, rate of interest or otherwise of any of the Obligations, nor by want of presentment, notice, protest, suit or indulgence upon any of the Obligations, nor shall any release of, or failure to perfect the security interest or lien in, any security for or, of any of the parties liable for, the payment of the Obligations in any manner affect or impair this pledge, and the same shall continue in full force and effect in accordance with the terms hereof until the Obligations have been fully paid; F. Any and all instruments, securities and other properties heretofore, now or hereafter delivered to Secured Party or in Secured Party's possession, or to any bailee or agent of Secured Party, shall also secure the Obligations and shall be held and construed to be a part of the Collateral hereunder to the same extent as if fully described herein; and G. Secured Party shall have the power to endorse and is hereby appointed Debtor's agent for the purpose of endorsing in the name of Debtor any instrument or document constituting Collateral or which may be received in payment or as proceeds of the Collateral. SECTION 4. EVENTS OF DEFAULT. The occurrence of any of the following events or conditions shall constitute an "Event of Default": A. Default in the payment of the Obligations when due; -2- B. The levy of any attachment, execution, garnishment or other process against all or any part of the Collateral in connection with any lien, debt, judgment, assessment or obligation of Debtor, or the levy of any such process against any other property of Debtor which would tend to have a material adverse effect upon Debtor's ability to perform its obligations to Secured Party; or C. Any representation or warranty made by Debtor in this Pledge Agreement or in any other agreement, certificate, financial or other statement furnished by Debtor pursuant hereto or in connection herewith is untrue in any material respect as of the date made or furnished. SECTION 5. REMEDIES OF SECURED PARTY. Upon the happening of any Event of Default specified herein, and at any time thereafter, at the option of the holder thereof, all or any part of the Obligations shall become immediately due and payable without presentment, demand, notice of intention to accelerate, notice of acceleration, notice of non-payment, protest, notice of dishonor, or any other notice whatsoever to Debtor, or any person obligated thereon, and Secured Party shall have and may exercise with reference to the Collateral and Obligations any and all of the rights and remedies of a secured party under the Uniform Commercial Code as then in effect in the State of Texas, and as otherwise granted herein or under any other applicable law or under any other agreements executed by Debtor (all of which rights and remedies shall be cumulative), including, without limitation, the right to sell the Collateral, or any part thereof, at public or private sale or at any broker's board or on any securities exchange, for cash or on credit, or for future delivery without assumption of any credit risk, and at such price or prices as Secured Party may deem satisfactory. Any holder of the Obligations may be the purchaser of all or any part of the Collateral so sold at any public sale (or if the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quota tions, at any private sale) and thereafter hold the same absolutely, free from any right or claim or right of whatever kind. Secured Party is hereby authorized at any such sale, if it deems it advisable so to do, to restrict the prospective bidders or purchasers of any of the Pledged Securities to persons who will represent and agree that they are purchasing for their own account for investment, and not with a view to the distribution or sale of any of the Pledge of Securities. Upon any such sale, Secured Party shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale shall hold the Collateral so sold absolutely, free from any claim or right of whatever kind. Secured Party shall give Debtor ten days' written notice of its intention to make any such public or private sale or sale at broker's board or on a securities exchange. Such notice, in the case of a public sale, shall state the time and place fixed for such sale, and, in the case of sale at a broker's board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or the portion thereof so being sold, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as Secured Party may fix in the notice of such sale. At any such sale, the Collateral may be sold in one lot as an entirety or in separate parcels as Secured Party may determine. Secured Party shall not be obligated to make any such sale pur suant to any such notice. Secured Party may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time -3- and place fixed for the sale, and such sale may be made at any time or place to which the same may be so adjourned. In case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by Secured Party until the purchase price is paid by the purchaser thereof, but Secured Party shall not incur any liability due to any failure of such purchaser to take up and pay for the Collateral so sold and, upon such failure, such Collateral may again be sold upon like notice. Instead of exercising the power of sale herein conferred upon it, Secured Party may proceed by a suit or suits at law or in equity to foreclose the security interests herein granted and sell the Collateral, or any part thereof, under a judgment or decree of a court or courts of competent jurisdiction. Secured Party is hereby granted the right, after the occurrence of an Event of Default, to transfer at any time to itself or its nominee the Pledged Securities, or any part thereof, and thereafter to exercise all voting rights with respect to any such Pledged Securities so transferred and to receive the proceeds, payments, moneys, income or benefits attributable or accruing thereto and to hold the same as security for the Obligations, or at Secured Party's election, to apply such amounts to the Obligations, whether or not then due, in such order as Secured Party may elect, or, Secured Party may, at its option, without transferring such Pledged Securities to its nominee, exercise all voting rights with respect to the Pledged Securities and vote all or any part of the Pledged Securities at any regular or special meeting of shareholders, and Debtor does hereby name, constitute and appoint as the proxy of Debtor the Secured Party, in the Debtor's name, place and stead to vote any and all such Pledged Securities, as such proxy may elect, for and in the name, place and stead of Debtor, such proxy to be irrevocable and deemed coupled with an interest. SECTION 6. MISCELLANEOUS. A. Secured Party shall not be obligated to take any steps necessary to preserve any rights in the Collateral against prior parties, which Debtor hereby is assumed to do. B. No delay or omission on the part of Secured Party in exercising any rights hereunder shall operate as a waiver of any such right or any other right. A waiver on any one or more occasions shall not be construed as a bar to or waiver of any right or remedy on any future occasion. C. It is the intention of the parties hereto to comply with applicable usury laws; accordingly, it is agreed that notwithstanding any provision to the contrary in this Security Agreement, or in any of the instruments or documents evidencing the Obligations or otherwise relating thereto, no such provision shall require the payment or permit the collection of interest in excess of the maximum permitted by such laws. If any excess of interest in such respect is provided for, or shall be adjudicated to be so provided for, in this Security Agreement, or in any of the instruments or documents evidencing the Obligations or otherwise relating thereto, then in such event (1) the provisions of this paragraph shall govern and control, (2) neither Debtor nor its successors or assigns or any other party liable for the payment of the Obligations, shall be obli gated to pay the amount of such interest to the extent that it is in excess of the maximum amount -4- permitted by such laws, (3) any such excess which may have been collected shall be, at the option of the holder or holders of the Obligations, either applied as a credit against the then unpaid principal amount thereof or refunded, as applicable, to Debtor and (4) the effective rate of interest shall be automatically subject to reduction to the maximum lawful rate allowed to be lawfully con tracted for under applicable usury laws as now or hereafter construed by the courts having jurisdiction. D. All rights of Secured Party hereunder shall inure to the benefit of its successors and assigns, and all obligations of Debtor shall bind their successors or assigns. The rights and remedies of Secured Party hereunder are cumulative, and the exercise of any one or more of the remedies provided herein shall not be construed as a waiver of any of the other remedies of Secured Party. E. The security interest hereby granted and all the terms and provisions hereof shall continue in full force and effect, and all the terms and provisions hereof shall remain effective as between the parties, until the repayment by Debtor or Debtor of all Obligations. F. This Security Agreement and the security interest herein granted are in addition to, and not in substitution, novation or discharge of, any and all prior or contemporaneous security agreements and security interests in favor of Secured Party or assigned to Secured Party by Debtor. All rights, powers and remedies of Secured Party in all such security agreements are cumulative, but in the event of actual conflict in terms and conditions, the terms and conditions of the latest security agreement shall govern and control. G. Any provision of this Security Agreement found to be invalid under the laws of the State of Texas, or any other state having jurisdiction or other applicable law, shall be invalid only with respect to the offending provision. All words used herein shall be construed of such gender or number as the circumstances require. The laws of the State of Texas and, as applicable, the laws of the United States of America, shall govern this Security Agreement, its construction, interpretation and enforcement. H. This Security Agreement may be executed in any number of counterparts, all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed as of the date first above written. DEBTOR: Voxcom Holdings, Inc. By:/s/ Daniel Lezak ----------------------- DANIEL LEZAK, PRESIDENT -5- SECURED PARTY: /s/ Lawrence R. Biggs, Jr. -------------------------- Lawrence R. Biggs, Jr. /s/ Larry Cahill -------------------------- Larry Cahill /s/ Donald G. McLellan -------------------------- Donald G. McLellan -6- EX-2.03.1 6 STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT, made and entered into as of April 1, 1998, by and between VOXCOM HOLDINGS, INC., a Nevada corporation (hereinafter referred to as the "Buyer") and GARY RAABE (hereinafter referred to as the "Seller"). W I T N E S S E T H: WHEREAS, the Seller owns all of the outstanding shares of Common Stock, no par value (hereinafter referred to as the "Shares") of MAXpc TECHNOLOGIES, INC., a Texas corporation (hereinafter referred to as the "Company"); and WHEREAS, the Seller desires to sell the Shares to Buyer and Buyer desires to purchase the Shares on the terms and subject to the conditions set forth herein; NOW THEREFORE, in consideration of the premises and the mutual covenants set forth below and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound, the parties hereto do hereby agree as follows: I. PURCHASE AND SALE OF SHARES SECTION 1.01 Purchase and Sale of Shares. Subject to the terms and conditions set forth herein, effective the date on which all transactions described herein are completed and closed (the "Closing Date") Seller shall sell to the Buyer, and the Buyer shall purchase from Seller the Shares. Seller shall transfer all of his right, title, and interest in and to the Shares being conveyed by him to Buyer free and clear of any lien, security interest, or other encumbrance of any nature and free of any claim by any person or entity to or against the Shares. SECTION 1.02 Purchase Price. (a) The purchase price of the Shares (hereinafter referred to as the "Purchase Price") shall be 200,000 shares of unregistered Common Stock of Buyer. II. REPRESENTATIONS AND WARRANTIES OF THE SELLERS PART A. The Seller hereby represents and warrants to, and agrees with, the Buyer as follows: SECTION 2.01 Organization, Qualifications, etc. - 1 - (a) The Company is a corporation, duly organized, validly existing and in good standing under the laws of the State of Texas and is duly licensed or qualified as a foreign corporation in each jurisdiction, if any, in which the nature of the business transacted by it or the character of the properties owned or leased by it makes such licensing or qualification necessary, except where the failure to obtain such licensing or qualification would not have a material adverse effect on the Company. The Company has the full corporate power and authority to own and hold its properties and to conduct its business as currently conducted. (b) The copies of the Company's articles of incorporation and bylaws which have been delivered to Buyer are complete and correct, contain all amendments thereto, and are in full force and effect as of the date hereof. (c) The Company has no subsidiaries and does not own of record or beneficially, directly or indirectly, (i) any shares of outstanding capital stock or securities convertible into capital stock of any other corporation, or (ii) any participation or interest in any partnership, limited liability company, joint venture, or other non-corporate business enterprise. (d) The Company has such permits, licenses, franchises and authorizations ("Permits") from governmental and regulatory authorities as are necessary to conduct its business and sell its products and services, except for such Permits the absence of which would not have a material adverse effect on the Company. The Company holds such Permits free of any claims and has fulfilled and performed all of its material obligations with respect to such Permits and no event has occurred which allows, nor after notice or lapse of time or both would allow, revocation or termination thereof or would result in any other material impairment of the rights of the Company under any such Permits. SECTION 2.02 Capital Stock. The authorized capital stock of the Company consists solely of 19,000,000 shares of Common Stock, of which 1,000 shares are validly issued and outstanding, fully paid and nonassessable. No subscription, warrant, option, convertible security, or other right (contingent or other) to purchase or acquire any shares of any class of capital stock of the Company from the Company is authorized or outstanding. There is not any commitment of the Company to issue any shares, warrants, options, or other such rights or to distribute to holders of its capital stock any evidence of indebtedness or assets. The Company has no obligation (contingent or other) to purchase, redeem or otherwise acquire any shares of its capital stock or any interest therein or to pay any dividend or make any other distribution in respect thereof. SECTION 2.03 Non-Contravention. Except as set forth in Schedule 2.03 hereto, the execution and delivery of this Agreement do not, and the consummation of the purchase and sale of the Shares and the other transactions contemplated hereby will not (i) violate any provision of the articles of incorporation or bylaws of the Company; (ii) violate any provision of, result in a default under, allow or result in termination of, or require the consent of another party to, any loan - 2 - agreement, lease, license, note, instrument, security agreement, mortgage, lien, deed of trust, development agreement, maintenance agreement, supply agreement, sales contract, or other written or oral contract or agreement of any kind; (iii) entitle any party to accelerate any monetary or other obligation of the Company, (iv) result in the creation or imposition of any lien, charge, mortgage, security interest, or other encumbrance upon the Shares or any property of the Company, (v) violate any judgment, award, injunction, order, or decree or (vi) violate or conflict with any other material restriction of any kind to which the Company, any of its property, or the Shares are subject. SECTION 2.04 Contribution. Immediately prior to the Closing, Seller shall contribute to the Company all of the assets listed on attached Schedule 2.04. There are and will be at closing no liabilities of any kind owed by the Company, whether direct or contingent. SECTION 2.05 Events Subsequent To March 9, 1998. Except as set forth in Schedule 2.05, since March 9, 1998, when the Company was incorporated, the Company has not (i) issued or agreed to issue any stock, bonds, notes, options, warrants, rights, or other corporate securities, (ii) borrowed any amount or incurred any material liabilities (absolute, accrued, contingent or other), (iii) discharged or satisfied any lien or incurred or paid any obligation or liability (absolute or contingent) except liabilities and obligations paid to unrelated parties in the ordinary course of business, (iv) declared or made any payment or distribution to shareholders or purchased or redeemed any shares of its capital stock or other securities, (v) mortgaged, pledged, or subjected to lien or security interest any of its assets, tangible or intangible, other than liens of current taxes not yet due, (vi) sold, assigned, or transferred any of its tangible assets (except inventory sold in the ordinary course of business) or canceled any debts or claims, (vii) sold, assigned, or transferred any patents, trademarks, trade names, copyrights, trade secrets, proprietary information, or other intangible assets, (viii) suffered any material casualty losses, or waived any rights of substantial value, (ix) made any changes in employee or officer or director compensation, (x) entered into any transaction except in the ordinary course of business or as contemplated by this Agreement, or (xi) agreed or committed to do any of the foregoing. SECTION 2.06 Actions Pending. Except as set forth in Schedule 2.06 hereto, there is no action, suit, or proceeding filed, threatened against, or affecting the Company or any of its properties or rights before any court or by or before any tribunal or arbitration board or governmental body. No governmental entity is investigating or threatening to investigate the Company. There does not exist any material unasserted claim which may give rise to any action, suit, or proceeding against the Company. SECTION 2.07 Trade Secrets. No third party has claimed that any person affiliated with the Company has, in respect of his activities on behalf of the Company to date, violated any of the terms or conditions of an employment contract or other agreement with such third party, disclosed or utilized any trade secrets or proprietary information or documentation of such third party, or interfered in the employment relationship between such third party and any of its employees, nor, has any such violation, disclosure or utilization occurred. The Company has not wrongfully utilized any trade secrets or any information or documentation proprietary to any other person or entity, including, but not limited to computer software source code or confidential business information, - 3 - and neither the Company nor any person or entity affiliated with the Company has violated any confidential relationship with any third party in connection with the development and sale or license of any products or services of the Company. SECTION 2.08 Properties. (a) The Company has good and valid title to all properties and assets owned by it, including, without limitation, those listed on Schedule 2.04. (b) The Company owns or has the right to use as a licensee or otherwise all intangible personal property, including without limitation all trade secrets, know how and other intellectual and proprietary rights and franchises, that are necessary to the sale and/or licensing of its Products and the conduct of the business of the Company as presently conducted, and such ownership and use rights are free and clear of adverse claims, liens, mortgages, charges, security interests, and other encumbrances except as set forth in Schedule 2.08. (c) The Company has not infringed any patent, copyright, or trade secret rights of any third party. (d) Except as set forth on Schedule 2.08, the Company does not practice any patented method in connection with the manufacture of the Products or the software products planned or under development by the Company. SECTION 2.09 Leasehold Interests. Each lease or agreement to which the Company is a party under which it is a lessee of any property, real or personal, owned by any third party is a valid and subsisting agreement, without any material default of the Company thereunder and without any material default thereunder of the other party thereto. The Company's possession of such respective property has not been disturbed, nor has any claim been asserted against the Company adverse to its rights in such leasehold interests. SECTION 2.10 Employment Contracts, Etc. Except as set forth in Schedule 2.10 hereto, (i) the Company is not a party to any employment or deferred compensation agreements, (ii) the Company does not have any bonus, incentive, profit-sharing plans, or stock option plans, (iii) the Company does not have any pension, retirement or similar plans or obligations, whether of a legally binding nature or in the nature of informal understandings, or (iv) there are no existing material arrangements or proposed material transactions between the Company and any officer or director or shareholder of the Company. SECTION 2.11 Other Contracts and Commitments. Except as set forth in Schedule 2.11 hereto, the Company is not a party to any contract or commitment (or group of related contracts or commitments), other than contracts of the type referred to in Section 2.10 and contracts entered into in the ordinary course of business that do not involve more than $5,000 or have a term (including renewals or extensions optional with another party) of more than one year from the date hereof. The - 4 - Company is not in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any agreement or instrument to which it is a party which may result in any material adverse change in the condition, financial or other, of the Company. SECTION 2.12 Compliance With Law. The Company is not in default under any order of any court, governmental authority, arbitration board or tribunal to which it is or was subject or in violation of any laws, ordinances, governmental rules, or regulations, including, but not limited to, any wage/hour, labor, or anti-discrimination laws relating to its employees. SECTION 2.13 Employee and Fringe Benefit Plans. The Company does not maintain and is not required to contribute to or otherwise participate in (and has not during the preceding five years maintained, contributed to or otherwise participated in) an "employee benefit plan" or a "multi-employer plan", (as such terms are defined in the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). SECTION 2.14 Insider Interests. Except as disclosed on Schedule 2.14, no officer, or director, or shareholder of the Company has any agreement with the Company or any interest in any property, real or personal, tangible or intangible, including without limitation patents, copyrights, trade secrets, know how, technology, trade names, or trademarks used in the business of the Company. All agreements listed on Schedule 2.14 provide for prices and terms which are no more burdensome to the Company than would have been contained in agreements negotiated by unrelated parties dealing at arm's length. SECTION 2.15 Brokers. Seller has not made any agreement or arrangement which would result in any broker, finder, agent or other person or entity having any claim for any fee, commission, or payment against Buyer or the Company in connection with the negotiation or execution of this Agreement or the consummation of the transactions contemplated hereby. SECTION 2.16 Environmental Matters. To the best knowledge of Seller, the location, construction, occupancy, operation, condition and use of any real or personal property owned, leased by or in the possession of the Company (the "Property"), the facilities or improvements located thereon, and the operations and practices of the Company are in substantial compliance with all environmental laws and regulations, and any restrictive covenant or deed restriction (recorded or otherwise) affecting the Property, including, without limitation all applicable zoning ordinances and building codes in effect at the time of improvement of such Property. The Company is not subject to any material liability or obligation, including investigatory or remedial obligations under any environmental law or the common law with respect to hazardous materials, relating to (i) the environmental conditions on, under or about the Property, including, without limitation, the air, soil, surface water and groundwater conditions at the Property, or (ii) the use, management, handling, transport, treatment, generation, storage, disposal, release or discharge of any hazardous materials. The Company has not received any notice nor is it aware of any existing condition or the practice of the business conducted by the Company which forms or could form the basis of any claim, action, suit, proceeding, administrative consent or agreement, litigation or settlement, hearing or investigation, arising out of the manufacture, processing, distribution, use, treatment, storage, spill, - 5 - disposal, transport, or handling, or the emission, discharge, release or threatened release into the environment of any hazardous material which, if decided against the Company, would have a material adverse effect on the Company, taken as a whole. To the best of its knowledge, the Company has obtained or applied for all permits, licenses, registrations, notifications and similar authorizations required under environmental laws for the conduct of its business or relating to the Property, the facilities, improvements, or equipment located thereon. SECTION 2.17 Ownership of Shares. Seller is the sole record and beneficial owner of all of the Shares and has good and valid title to such Shares free and clear of any lien, security interest, or other encumbrance of any nature and free of any claim by any person or entity to or against such Shares. Such Shares are not subject to any option, right, proxy, voting agreement, voting trust, or any other agreement, understanding, or arrangement affecting the Shares. SECTION 2.18 Authorization, etc. Seller has the power, authority, and capacity to enter into this Agreement and to carry out the transactions contemplated hereby, and this Agreement has been duly executed and delivered by Seller. SECTION 2.19 No Consent Required. No consent, approval, order or authorization of, or registration, declaration or filing with any governmental or public body or authority or other party on the part of Seller is required for such Seller to execute and deliver this Agreement and perform his obligations hereunder. SECTION 2.20 Litigation Relating to the Agreement. Seller is not a party to, or object to any judgment, decree, order, lawsuit, or proceeding which prevents or seeks to prevent the execution of this Agreement or the consummation of the transactions contemplated hereby. SECTION 2.21 Other Claims. Seller does not have (i) any claim or cause of action whatsoever, including any claim under any securities law with respect to his acquisition of Shares, against the Company, or (ii) any grounds for any such claim or cause of action, whether now existing, accruing after the giving of notice or passage of time, or otherwise. SECTION 2.22 Investment Representations (a) The shares to be acquired by Seller constituting the Purchase Price will be acquired by Seller for investment for Seller's own account, not as a nominee or agent for any person, and not with a view to the sale or distribution of all or any part thereof except in a transaction which is the subject of an effective registration statement under the Securities Act of 1933 ("Securities Act") and any applicable state securities laws or which is exempt from such registration requirements, and the Seller has no present intention of selling, granting participation in, or otherwise distributing such shares. Seller does not have any contract, undertaking, agreement or arrangement with any person or entity to sell, transfer, or grant participation to such person or entity, with respect to any of such shares. - 6 - (b) The Seller understands that such shares have not been registered under the Securities Act 1933 in reliance upon applicable exemptions from the registration requirements of the Securities Act of 1933 and is similarly exempt under state securities laws, and that the Buyers, reliance on such exemptions is predicated on the Seller's representations set forth herein. III. REPRESENTATIONS AND WARRANTIES OF BUYER Buyer hereby represents and warrants to, and agrees with, the Sellers as follows: SECTION 3.01 Investment Representations (a) The Shares to be acquired by Buyer will be acquired by Buyer for investment for Buyer's own account, not as a nominee or agent for any person, and not with a view to the sale or distribution of all or any part thereof except in a transaction which is the subject of an effective registration statement under the Securities Act of 1933 ("Securities Act") and any applicable state securities laws or which is exempt from such registration requirements, and the Buyer has no present intention of selling, granting participation in, or otherwise distributing the Shares. Buyer does not have any contract, undertaking, agreement or arrangement with any person or entity to sell, transfer, or grant participation to such person or entity, with respect to any of the Shares. (b) The Buyer understands that the Shares have not been registered under the Securities Act 1933 in reliance upon applicable exemptions from the registration requirements of the Securities Act of 1933 and is similarly exempt under state securities laws, and that the Sellers, reliance on such exemptions is predicated on the Buyer's representations set forth herein. SECTION 3.02 Brokers. Buyer has not made any agreement or arrangement which would result in any broker, finder, agent or other person or entity having any claim for any fee, commission, or payment against any Seller in connection with the negotiation or execution of this Agreement or the consummation of the transactions contemplated hereby. SECTION 3.03 Authorization, etc. Buyer has the power, authority, and capacity to enter into this Agreement and to carry out the transactions contemplated hereby, and this Agreement has been duly executed and delivered by Buyer. SECTION 3.04 No Consent Recruited. No consent, approval, order or authorization of, or registration, declaration or filing with any governmental or public body or authority is required for Buyer to execute and deliver this Agreement and perform its obligations hereunder. - 7 - SECTION 3.05 Litigation Relating to this Agreement. Buyer is not a party to, or subject to, any judgment, decree, order, lawsuit, or proceeding which prevents or seeks to prevent the execution of this Agreement or the consummation of the transactions contemplated hereby. IV. INDEMNIFICATION SECTION 4.01 Buyer's Claims. The Seller shall indemnify and hold harmless Buyer, its successors and assigns, and their respective officers, directors, employees, shareholders, agents, and affiliates against any and all damages, claims, losses, liabilities, and expenses actually incurred by Buyer, including, without limitation, legal, accounting, and other expenses, which may arise out of any breach of any of the representations or warranties made in this Agreement by the Sellers (hereinafter referred to as a "Claim" or "Claims"). Buyer and the Company will indemnify Seller pursuant to the provisions of their Bylaws and applicable law. Such indemnification obligation shall survive the Closing. SECTION 4.02 Sellers' Claim. Buyer shall indemnify and hold harmless each Seller and his assigns, agents, and affiliates against any and all damages, claims, losses, liabilities and expenses, including without limitation, legal accounting, and other expenses actually incurred by Sellers, which may arise out of any breach of any of the representations or warranties made in this Agreement by Buyer. Such obligation of Buyer shall survive the Closing. SECTION 4.03 Rights of Offset. In addition to any other rights or remedies Buyer may have, it shall be entitled to withhold from any future payment due to Seller the amount of any and all liabilities, losses, damages, injuries, costs, expenses and counsel fees which have been asserted, and to offset from such withheld amount any amount ultimately determined to be due and owing to Buyer by way of indemnification pursuant to this Section. Any examination, inspection by audit of the properties, financial condition or other matters of the Sellers and the Company which is conducted pursuant to this Agreement shall in no way limit, affect or impair the ability of Buyer to rely on the representations, warranties, covenants and obligations of the Sellers set forth herein. V. OTHER AGREEMENTS SECTION 5.01 Waiver of Certain Shareholder Rights. Seller hereby waives all rights of first refusal, put options, call options, or similar rights pursuant to any corporate article, by-law, document, contract, agreement or arrangement of or relating to the Company or the Shares. SECTION 5.02 Employment. Seller shall remain as an employee of the Company and shall perform the duties and responsibilities prescribed by the Board of Directors of the Company. Such employment shall be pursuant to the Employment Agreement attached hereto as Exhibit A. - 8 - SECTION 5.03 Funding. Buyer agrees that it will provide sufficient funding to the Company after the Closing to enable the Company to purchase the first 1,000 multimedia computer boards and meet its immediate working capital needs; however, such commitment shall not exceed the sum of $300,000. SECTION 5.04 Operations. From the date hereof until the Closing, Seller and the Company shall take no action involving the Company without the knowledge and consent of Buyer. SECTION 5.05 Release. At the closing, Seller shall execute a release of any claims against the Company. VI. TERMINATION SECTION 6.01 Buyer's Termination. Buyer shall have the right to terminate this Agreement prior to Closing for any of the following reasons: (a) Buyer is not satisfied for any reason with the results of its examination of the business projections or prospects of the Company; (b) Closing shall not have occurred by April 19, 1998, through no fault of the Buyer; (c) Any representation of Seller or the Company hereunder shall be untrue as of the date of Closing. SECTION 6.02 Seller's Termination. Seller shall have the right to terminate this Agreement prior to Closing for any of the following reasons: (a) Closing shall not have occurred by April 19, 1998, through no fault of the Seller; (b) Any representation of Buyer or the Company hereunder shall be untrue as of the date of Closing. VI. MISCELLANEOUS SECTION 7.01 Expenses. Each party hereto will pay its own expenses in connection with the transactions contemplated hereby, whether or not such transactions shall be consummated, and the Seller shall not charge any such expenses to the Company. - 9 - SECTION 7.02 Access and Reliance to Buyer. Buyer and its agents, counsel, auditors, and other representatives shall be given access to all property, assets, books and records, and contracts of the Company to enable a complete investigation for the purpose of verifying the accuracy of the representations and warranties set forth herein and otherwise investigating the status of the business and the condition of the Company and its respective assets and liabilities; provided, however, that no such investigation or the failure to make any investigation shall in any way limit or affect the obligations or liabilities of the Seller hereunder, and Buyer shall be deemed to have relied upon the representations, warranties, and covenants of the other parties contained herein. Buyer agrees that it will maintain all information so gathered as confidential, will not reveal any of such information to any third party or to any of its employees or agents who do not need to know of such information in the performance of their duties, without the express written consent of the other parties hereto, and will return all such information if this Agreement is terminated. If Buyer discovers any materially adverse information not previously known to Buyer, Buyer may terminate this Agreement by providing written notice of termination to the other parties hereto within ten business days of the date hereof. SECTION 7.03 Survival of Agreements. All covenants, agreements, representations and warranties made herein shall survive the execution and delivery of this Agreement and the sale and delivery of the Shares pursuant hereto. SECTION 7.04 Certain Rules of Interpretation. Any information disclosed in any schedule attached hereto or any certificate furnished in connection herewith shall be deemed disclosed wherever otherwise required, and for all purposes, under this Agreement, whether or not specific reference was made thereto. Inclusion of any information in a schedule or exhibit shall not be deemed an admission as to the materiality of such information or otherwise alter or affect the provisions of the representation or warranty to which the schedule or exhibit relates. SECTION 7.05 Parties in Interest. All covenants and agreements contained in this Agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors and assigns of the parties hereto whether so expressed or not. SECTION 7.06 Notices. All notices, requests, consents, or other communications hereunder shall be in writing and shall be delivered personally or by courier or mailed by first class registered or certified mail, postage prepaid, in either case addressed as follows: (a) if to the Seller c/o Gary Raabe 1918 Maxwell Lewisville, Texas 75067 - 10 - (b) if to the Buyer Voxcom Holdings, Inc. 8115 Preston Road Suite 800 - East Dallas, Texas 75225 Attention: Don McLellan or, in any such case, at such other address or addresses as shall have been furnished in writing by such party to the others. Any such communication shall be deemed given when actually delivered to the address indicated. SECTION 7.07 LAW GOVERNING. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF TEXAS. SECTION 7.08 Entire Agreement. This Agreement, along with the Schedules and Exhibits attached hereto, constitutes the entire agreement of the parties with respect to the subject matter hereof and may not be modified or amended except in writing. SECTION 7.09 Counterparts. This Agreement, including all agreements executed and delivered hereunder, may be executed 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. SECTION 7.10 Time. Time is of the essence of this Agreement. IN WITNESS WHEREOF, each of the Sellers and the Buyer has executed this Agreement or caused this Agreement to be executed on its behalf by its duly authorized representative, as of the day and year first above written. BUYER: VOXCOM HOLDINGS, INC. By: /s/ Donald G. McLellan ----------------------------- Donald G. McLellan, President SELLER: /s/ Gary Raabe ---------------------------------- Gary Raabe - 11 - EXHIBIT "A" Number of Percentage of Seller Shares Owned Purchase Price Gary Raabe 100% - 12 - EX-2.03.2 7 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT This Employment Agreement is entered into as of the 1st day of April, 1998, between MAXpc TECHNOLOGIES, INC., a Texas corporation (hereinafter referred to as "Employer"), GARY RAABE (hereinafter referred to as "Employee"), and Voxcom Holdings, Inc., the parent corporation of Employer (hereinafter referred to as "Voxcom"). In consideration of the mutual promises hereinafter set forth, the parties hereto agree as follows: 1. Employment. Employer agrees to employ Employee and Employee agrees to serve Employer, upon the terms and conditions hereinafter set forth. 2. Term. The employment of Employee hereunder and this Employment Agreement shall commence the date hereof and shall continue in effect for a period of three years from the date hereof or until terminated pursuant to Section 7 hereof. 3. Duties. During the term of this Agreement, Employee shall be engaged as the chief executive officer of Employer and shall report to the Board of Directors of Employer. Employee's title shall be President and Chief Executive Officer of Employer, with such powers and duties in those capacities as are set forth in the Bylaws of Employer. Employee shall perform his duties from the Employer's main office in Dallas, Texas. 4. Extent of Services. During the term of this Agreement, Employee shall devote substantially his entire working time, attention, and energies to the business of Employer, consistent with the time and effort he has devoted to the business of Employer in the past, and shall not during the term of service be actively engaged in any other business activities. However, this shall not be construed as preventing Employee from investing the Employee's personal assets in such form or manner as may require occasional or incidental services on the part of Employee in the management, conservation and protection of such investments and provided that such investments cannot be construed as being competitive or in conflict with the business of Employer. 5. Compensation. 5.1. Base Salary. Employer will pay Employee during the Employee's term of service hereunder, as compensation for the Employee's services, the sum of $7,000 per month (sometimes hereinafter referred to as the "Base Salary"), payable in biweekly or other installments in accordance with the general practices of the Employer. Employee shall be entitled to participate in any and all executive bonus programs of Employer and Voxcom at levels equal to those of employees in comparable executive positions. Any bonus compensation shall be payable in the discretion of the Board of Directors of the Employer. 5.2. Benefits. 5.2.1. The Employee shall be entitled to the same benefits generally provided to other executives of Employer and Voxcom of comparable rank and responsibility as well as to those generally provided to all officers of Employer and Voxcom in accordance with the policies of Voxcom from time to time. These are to include, but not be limited to, health insurance and vacation pursuant to Voxcom's standard policies. 5.2.2. The Employer shall compensate or provide the designated beneficiaries of Employee with the benefits accrued or vested under any compensation and/or other benefit plan of the Employer in which Employee was a participant as of the date of his death. 5.3 Bonus. Employee shall be paid a bonus within thirty (30) days after the close of each calendar quarter in an amount equal to 25% of the net profit of Employer for the quarter then ended, in addition to all amounts paid in salary under Section 5.1. Net profit shall be determined in accordance with generally accepted accounting principles, and shall reflect a deduction for federal income tax that would be paid by Employer if it were a separate corporation. Prior to making such payment to Employee, Employee may elect to utilize the cash otherwise payable to him to purchase additional shares of Employer's Common Stock at a purchase price of $5.00 per share, up to a maximum of 800,000 shares. Employee shall also be paid a sign-on bonus upon the execution of this Agreement in the sum of $30,000. 6. Expenses. During the term of employment provided for herein, Employer shall pay or reimburse Employee, in accordance with its standard policy, upon submission of vouchers by the Employee for all expenses incurred by the Employee in the interest of Employer's business. 7. Termination. 7.1. Termination Events. Subject to the provisions of Paragraph 7.2 of this Section, this Agreement shall terminate: 7.1.1. Upon death of Employee. 7.1.2. At the option of the Employer if Employee shall become disabled and remain disabled for a period of six (6) months. Disability shall be defined as Employee's inability through illness or other cause to perform his normal work load as measured by the twelve (12) months preceding the commencement of such disability. During such disability, Employee shall be compensated in accordance with Employer's standard policy regarding disability. 7.1.3. Upon mutual agreement. 7.1.4. At any time at the option of Employee. EMPLOYMENT AGREEMENT Page 2 7.1.5. At the Employer's option for any good cause. For purposes of this Section, "good cause" for termination shall mean: (a) the conviction of Employee of any act involving moral turpitude, (b) any material breach by Employee of any of the terms of, or the failure to perform any covenant contained in, this Agreement, (c) any material breach of the terms of the Stock Purchase Agreement between Employee and Voxcom Holdings, Inc., or (d) the failure of the Company to have achieved a minimum level of sales of 4,000 multimedia computer boards (or their equivalent) during any month during the first year after the execution hereof, at a gross margin of at least 33 1/3%. 7.1.6. Upon the conclusion of the term of this Agreement. 7.2. Consequences of Termination. Upon termination pursuant to Section 7.1, the Employee shall be paid all salary prorated to the date of termination. 8. Trade Secrets and Confidential Information. During the term of this Agreement, Employee will have access to customer lists and compilations of information and records specific to and regularly used in the operation of the business of Employer. Employee acknowledges that such information constitutes valuable and confidential information of the Employer. Employee shall not disclose any of the aforesaid private company secrets, directly or indirectly, nor use them in any way, either during the term of this Agreement or after termination of employment. All files, records, electronic and magnetic files, documents, specifications, equipment and similar information relating to the business of Employer, whether prepared by Employee or otherwise coming into Employee's possession, shall remain the exclusive property of Employer and shall not be removed from the premises of Employer except as shall be necessary for Employee to perform Employee's duties under this Agreement. Upon termination of this Agreement for any reason, Employee will deliver all such materials in his possession and all copies thereof to Employer. 9. Non-competition. 9.1. Employee acknowledges that during the term of this Agreement the Employer has agreed to provide to him, and he shall receive from the Employer, special training and knowledge. Employee acknowledges that included in the special knowledge received is the confidential information identified in Section 8. Employee acknowledges that this confidential information is valuable to the Employee and, therefore, its protection and maintenance constitutes a legitimate interest to be protected by the Employer by the enforcement of this covenant not to complete. Therefore, Employee agrees that during the term of this Agreement and for a period commencing upon the termination of the term of Employee's employment hereunder and ending upon the second anniversary thereof, unless otherwise extended pursuant to the terms hereof, Employee will not, directly or indirectly, either as an employee, employer, consultant, agent, principal, partner, stockholder, corporate officer, director, or in any other individual or representative capacity, engage or participate in any business that is in direct competition with the business of the Employer as it exists upon the termination of the term of Employee's employment hereunder, anywhere within the State of Texas. Employee represents to the Employer that the enforcement EMPLOYMENT AGREEMENT Page 3 of the restriction contained in this Section 9 would not be unduly burdensome to Employee. Employee further represents and acknowledges that Employee is willing and able to compete in other geographical areas not prohibited by this Section 9. 9.2. Employee agrees that a breach or violation of this covenant not to compete by such Employee shall entitle the Employer, as a matter of right, to an injunction issued by any court of competent jurisdiction, restraining any further or continued breach or violation of this covenant. Such right to an injunction shall be cumulative and in addition to, and not in lieu of, any other remedies to which the Employer may show itself justly entitled. Further, during any period in which Employee is in breach of this covenant not to compete, the time period of this covenant shall be extended for an amount of time that Employee is in breach hereof. 9.3. In addition to the restrictions set forth in paragraph (a) of this Section 9, Employee shall not for a period commencing upon the termination of the term of Employee's engagement hereunder and ending upon the second anniversary thereof, either directly or indirectly, (i) make known to any person, firm or corporation the names and addresses of any of the customers of the Employer or contacts of the Employer within the custom sign making industry or any other information pertaining to such persons, (ii) call on, solicit, or take away, or attempt to call on, solicit or take away any of the customers of the Employer on whom Employee called or with whom Employee became acquainted during Employee's association with the Company, whether for Employee or for any other person, firm or corporation within the State of Texas or (iii) recruit or hire or attempt to recruit or hire, directly or by assisting others, any other employee of the Employer or any of its affiliates. 9.4. The representation and covenants contained in this Section 9 on the part of Employee will be construed as ancillary to and independent of any other provision of this Agreement, and the existence of any claim or cause of action of Employee against the Employer or any officer, director, or shareholder of the Employer or any officer, director, or shareholder of the Employer, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Employer of the covenants of the Employee contained in this Section 9. In addition, the provisions of this Section 9 shall continue to be binding upon Employee in accordance with its terms, notwithstanding the termination of Employee's engagement hereunder for any reason. 9.5. If Employee violates any covenant contained in this Section 9 and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining the relief, be deprived of the benefit of the full period of any such covenant. Accordingly, the covenants of Employee contained in this Section 9 shall be deemed to have durations as specified above, which periods shall commence upon the later of (i) the termination of the term of Employer's employment hereunder and (ii) the date of entry by a court of competent jurisdiction of a final judgment enforcing the covenants of Employee in this Section 9. 9.6. The parties to this Agreement agree that the limitations contained in this Section 9 with respect to geographic area, duration and scope of activity are reasonable. However, if any EMPLOYMENT AGREEMENT Page 4 court shall determine that the geographic area, duration or scope of activity of any restriction contained in this Section 9 is unenforceable, it is the intention of the parties that such restrictive covenant set forth herein shall not thereby be terminated but shall be deemed amended to the extent required to render it valid and enforceable. 10. General Provisions. 10.1. Notice. Any notice required or permitted to be given under this Agreement shall be sufficient if in writing and sent by certified mail by Employer to the residence of Employee, or by Employee to Employer's principal office. 10.2. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Employer, its successors and assigns, and the Employer shall require any successor or assign to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Employer would be required to perform if no such succession or assignment had taken place. The term "Employer" as used herein shall include successors and assigns. The term "successors and assigns" as used herein shall mean a corporation or other entity acquiring all or substantially all the assets and business of the Employer (including this Agreement) whether by operation of law or otherwise. Neither this Agreement nor any right or interest hereunder shall be assignable or transferable by the Employee, his beneficiaries or legal representatives, except by will or by the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Employee's legal personal representative. 10.3. Waiver of Breach. The waiver by Employer or Employee of a breach of any provisions of this Agreement by the other shall not operate or be construed as a waiver of any subsequent breach. 10.4. Entire Agreement. This instrument contains the entire agreement of the parties. It may not be changed orally, but only by an agreement in writing, signed by the party against whom enforcement of any waiver, change, modification, extension or discharge is sought. 10.5. Attorneys' Fees. In the event that there shall be any litigation or court proceeding with respect to this Agreement or the obligations of the parties hereunder, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs from the other party. 10.6. Governing Law. This Employment Agreement shall be governed by the laws of the State of Texas. 10.7. Arbitration. The Employer and Employee agree to submit to final and binding arbitration any and all disputes, claims (whether in tort, contract, statutory, or otherwise) and/or disagreements concerning the interpretation or application of this Agreement and/or Employee's engagement by the Employer and/or the termination of this Agreement and/or Employee's engagement by the Employer; provided, however, notwithstanding the foregoing, in no event shall any dispute, claim or disagreement arising under this Agreement be submitted to arbitration EMPLOYMENT AGREEMENT Page 5 pursuant to this Section or otherwise. Any such dispute, claim and/or disagreement subject to arbitration pursuant to the terms of this Section shall be resolved by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the "AAA"). Arbitration under this provision must be initiated within 30 days of the action, inaction, or occurrence about which the party initiating the arbitration is complaining. Within 10 days of the initiation of an arbitration hereunder, each party will designate an arbitrator pursuant to Rule 14 of the AAA Rules. The appointed arbitrators will appoint a neutral arbitrator from the panel in the manner prescribed in Rule 13 of the AAA Rules. Employee and the Employer agree that the decision of the arbitrators selected hereunder will be final and binding on both parties. This arbitration provision is expressly made pursuant to and shall be governed by the Federal Arbitration Act, 9 U.S.C. Sections 1 - 14. The parties hereto agree that pursuant to Section 9 of the Act that a judgment of the United States District Court for the North District of Texas, Dallas Division, shall be entered upon the award made pursuant to the arbitration. IN WITNESS WHEREOF, Employer has caused this Employment Agreement to be executed in its corporate name by its corporate officers thereunto duly authorized, and Employee has executed this Employment Agreement. EMPLOYEE: /s/ Gary Raabe ------------------------------------ GARY RAABE EMPLOYER: MAXpc TECHNOLOGIES, INC. By: /s/ Donald G. McLellan ---------------------------------- Donald G. McLellan, Vice President VOXCOM HOLDINGS, INC. By: /s/ Donald G. McLellan --------------------------------- Donald G. McLellan, President Page 6 EX-3.01 8 RESTATED ARTILCES OF INCORPORTION OF NEWCORP ONE CORPORATE CHARTER I, DEAN HELLER, the duly elected and qualified Nevada Secretary of State, do hereby certify that NEWCORP ONE, INC. did on September 5, 1996 file in this office the original Articles of Incorporation; that said Articles are now on file and of record in the office of the Secretary of State of the State of Nevada, and further, that said Articles contain all the provisions required by the law of said State of Nevada. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the Great Seal of State, at my office, in Carson City, Nevada, on September 5, 1996. /s/ Dean Heller Secretary of State (seal) By /s/ Beverly J. Davenport Certification Clerk 1 ARTICLES OF INCORPORATION OF NEWCORP ONE INC. The undersigned, for the purpose of forming a corporation pursuant to and by virtue of Chapter 78 of the Nevada Revised Statutes, hereby certifies and adopts the following Articles of Incorporation. ARTICLE I - NAME The name of this corporation is Newcorp One Inc. ARTICLE II - REGISTERED OFFICE AND AGENT The location of the registered office of the corporation in the State of Nevada is 1098 Lucerne Way, P.O. Box 7202, Incline Village, Nevada 89450. The resident agent of the corporation is Daniel Lezak, whose address is 1098 Lucerne Way, P.O. Box 7202, Incline Village, Nevada 89450. The corporation may also maintain an office or offices at such other place or places, and where meetings of the Board of Directors and the stockholders may be held, either within or without the State of Nevada, as may be determined, from time to time, by the Board of Directors. ARTICLE III - PURPOSES The purpose for which this corporation is organized is to engage in any business or activity not forbidden by law or these Articles of Incorporation. ARTICLE IV - CAPITAL STOCK Section 1. Authorized Shares. (A) The aggregate number of shares which the corporation shall have authority to issue is 50,000,000 shares of common stock with a par value of $.0001 per share and 50,000,000 shares of preferred stock with a par value of $.0001 per share. (B) Each shareholder of record shall have one vote for each share of common stock standing in his or her name on the books of the corporation. Cumulative voting for directors shall not be permitted. voting rights of preferred shares shall be determined by the board of directors. The board of directors shall determine the rights, preferences and privileges of the 2 preferred shares. Preferred shares may be issued in one or more series as the board of directors shall determine. (C) At all meetings of shareholders, holders of a majority of the shares entitled to vote at such meeting, represented in person or by proxy, shall constitute a quorum. (D) No shareholder of the corporation shall have any preemptive or other right to subscribe for any additional shares of stock or for securities of a class, or for rights, warrants or options to purchase stock or for scrip, or for securities of any kind convertible into stock or carrying stock purchase warrants or privileges. Section 2. Consideration for Shares. The shares of capital stock authorized by Section 1 of this Article shall be issued for such consideration a shall be fixed, from time to time, by the Board of Directors. In the absence of fraud, the judgment of the directors as to the value of any property received in full or partial payment for shares shall be conclusive. ARTICLE V - DIRECTORS The members of the governing board of the corporation shall be styled directors. Pursuant to Nevada Revised Statutes Section 78.115, the number of directors shall be at least three (3), except in those cases where all the shares of the corporation are owned beneficially and of record by less than three (3) stockholders. The name and post office address of the directors constituting the first board of directors, which shall be one (1) in number, are: NAME POST OFFICE ADDRESS Daniel Lezak 1098 Lucerne Way, P.O. Box 7202 Incline Village, Nevada 89450 ARTICLE VI - ASSESSMENT OF STOCK The capital stock of this corporation, after the amount of the subscription price has been fully paid in, shall not be assessable for any purpose, and no stock issued as fully paid-up shall ever be assessable or assessed. The holders of such stock shall not be individually responsible for the debts, contracts, or liabilities of the corporation and shall not be liable for assessments to restore impairments in the capital of the corporation. The Articles of Incorporation shall not be amended in this particular. ARTICLE VII - INCORPORATIONS The name and the post office address of the incorporator signing these Articles of Incorporation is as follows: 3 NAME POST OFFICE ADDRESS Jody C. Fontenot 25241 Buckskin Drive Laguna Hills, California 92653 ARTICLE VIII - DURATION The Corporation shall have perpetual existence. ARTICLE IX Section 1. Limitation of Personal Liability. The personal liability of the directors of the corporation is hereby eliminated to the fullest extent permitted by the General Corporation Law of the State of Nevada, as the same may be amended and supplemented. Section 2. Indemnification. The corporation shall, to the fullest extent permitted by the General Corporation Law of the State of Nevada, as the same may be amended and supplemented, indemnify the directors and officers of the corporation from and against any and all of the expenses, liabilities, or other matters referred to in or covered by said Law, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any Bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity while holding such office, and shall continue as to a person who has ceased to be director or officer and shall inure to the benefit of the heirs, executors, and administrators of such person. IN WITNESS WHEREOF, I have executed these Articles of Incorporation this 27th day of August, 1996. /s/ Jody C. Fontenot ---------------------------------- Jody C. Fontenot, Incorporator 4 RESTATED ARTICLES OF INCORPORATION OF NEWCORP ONE, INC. The Articles of Incorporation of Newcorp One, Inc., a Nevada corporation, are hereby amended and restated in their entirety as follows, pursuant to Art. 78.403, Nevada Revised Statutes, by the full Board of Directors of the Corporation, there being no shares of stock issued. I. EXISTING ARTICLES The Articles of Incorporation of the Corporation in effect prior to the filing hereof are as follows: ARTICLE I - NAME The name of this corporation is Newcorp One Inc. ARTICLE II - REGISTERED OFFICE AND AGENT The location of the registered office of the corporation in the State of Nevada is 1098 Lucerne Way, P.O. Box 7202, Incline Village, Nevada 89450. The resident agent of the corporation is Daniel Lezak, whose address is 1098 Lucerne Way, P.O. Box 7202, Incline Village, Nevada 89450. The corporation may also maintain an office or offices at such other places or places, and where meetings of the Board of Directors and the stockholders may be held, either within or without the State of Nevada, as may be determined, from time to time, by the Board of Directors. ARTICLES III - PURPOSES The purpose of for which this corporation is organized is to engage in any business or activity not forbidden by law or these Articles of Incorporation. ARTICLE IV - CAPITAL STOCK Section 1. Authorized Shares. (A) The aggregate number of shares which the corporation shall have authority to issue is 50,000,000 shares of common stock with a par value of $.0001 per share and 50,000,000 shares of preferred stock with a par value of $.0001 per share. 5 (B) Each shareholder of record shall have one vote for each share of common stock standing in his or her name on the books of the corporation. Cumulative voting for directors shall not be permitted. Voting rights of preferred shares shall be determined by the board of directors. The board of directors shall determine the rights, preferences and privileges of the preferred shares. Preferred shares may be issued in one or more series as the board of directors shall determine. (C) At all meetings of shareholders, holders of a majority of the shares entitled to vote at such meeting, represented in person or by proxy, shall constitute a quorum. (D) No shareholder of the corporation shall have any preemptive or other right to subscribe for any additional shares of stock or for securities of a class, or for rights, warrants or options to purchase stock or for scrip, or for securities of any kind convertible into stock or carrying stock purchase warrants or privileges. Section 2. Consideration for Shares. The shares of capital stock authorized by Section 1 of this Article shall be issued for such consideration as shall be fixed, from time to time, by the Board of Directors. In the absence of fraud, the judgment of the directors as to the value of any property received in full or partial payment for shares shall be conclusive. ARTICLE V - DIRECTORS The members of the governing board of the corporation shall be styled directors. Pursuant to Nevada Revised Statutes Section 78.115, the number of directors shall be at least three (3), except in those cases where all the shares of the corporation are owned beneficially and of record by less than three (3) stockholders. The name and post office address of the directors constituting the first board of directors, which shall be one (1) in number, are: NAME POST OFFICE ADDRESS Daniel Lezak 1098 Lucerne Way, P.O. Box 7202 Incline Village, Nevada 89450 ARTICLE VI - ASSESSMENT OF STOCK The capital stock of this corporation, after the amount of the subscription price has been fully paid in, shall not be assessable for any purpose, and no stock issued as fully paid-up shall ever be assessable or assessed. The holders of such stock shall not be individually responsible for the debts, contracts, or liabilities of the corporation shall not be liable for assessments to restore impairments in the capital of the corporation. The Articles of Incorporation shall not be amended in this particular. 6 ARTICLE VII - INCORPORATORS The name and the post office address of the incorporator signing these Articles of Incorporation is as follows: NAME ADDRESS Jody C. Fontenot 25241 Buckskin Drive Laguna Hills, California 92653 ARTICLE VIII - DURATION The corporation shall have perpetual existence. ARTICLE IX Section 1. Limitation of Personal Liability. The personal liability of the directors of the corporation is hereby eliminated to the fullest extent permitted by the General Corporation Law of the State of Nevada, as the same may be amended and supplemented. Section 2. Indemnification. The corporation shall, to the fullest extent permitted by the General Corporation Law of the State of Nevada, as the same may be amended and supplemented, indemnify the directors and officers of the corporation from and against any and all of the expenses, liabilities, or other matters referred to in or covered by said Law, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any Bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity while holding such office, and shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors, and administrators of such person. ARTICLE II. AMENDMENTS The following amendments were adopted on June 10, 1997 by action of the Board of Directors of the Corporation: A. Article I is amended to change the name of the Corporation to Voxcom Holdings, Inc. B. Article II is amended to change the Registered Agent to Capital Document Services, Inc., 400 West King Street, Suite 302, Carson City, Nevada 89703. C. Article IV is amended to increase the number of authorized shares of Common Stock from 50,000,000 to 100,000,000 and to define the manner in which shares may be issued in series or classes. 7 D. Article V is amended to add provisions regarding corporate management and control. ARTICLE III RESTATED ARTICLES OF INCORPORATION The Articles of Incorporation, as amended and restated, are as follows: ARTICLE I - NAME The name of this corporation is Voxcom Holdings, Inc.. ARTICLE II - REGISTERED OFFICE AND AGENT The location of the registered office of the corporation in the State of Nevada is 400 West King Street, Suite 302, Carson City, Nevada 89703. The resident agent of the corporation is Registered Agent to Capital Document Services, Inc., 400 West King Street, Suite 302, Carson City, Nevada 89703. The corporation may also maintain an office or offices at such other places or places, and where meetings of the Board of Directors and the stockholders may be held, either within or without the State of Nevada, as may be determined, from time to time, by the Board of Directors. ARTICLES III - PURPOSES The purpose of for which this corporation is organized is to engage in any business or activity not forbidden by law or these Articles of Incorporation. ARTICLE IV - CAPITAL STOCK The Corporation shall have authority to issue two classes of stock, and the total number authorized shall be one hundred million (100,000,000) shares of Common Stock of the par value of $0.0001 each, and fifty million (50,000,000) shares of Preferred Stock of the par value of $0.0001 each. A description of the different classes of stock of the Corporation and a statement of the designations and the powers, preferences and rights, and the qualifications, limitations or restrictions thereof, in respect of each class of such stock are as follows: 1. Issuance in Class or Series. The Preferred Stock may be issued from time to time in one or more series, or divided into additional classes and such classes into one or more series. The terms of a class or series, including all rights and preferences, shall be as specified in the resolution or resolutions adopted by the Board of Directors designating such class or series, which resolution or resolutions the Board of Directors is hereby expressly authorized to adopt. Such resolution or resolutions with respect to a class or series shall specify all or such of the rights or preferences of such class or series as the Board of Directors shall determine, including the following, if applicable: (a) the number of shares to constitute such class or series and the distinctive designation thereof; (b) 8 the dividend or manner for determining the dividend payable with respect to the shares of such class or series and the date or dates from which dividends shall accrue, whether such dividends shall be cumulative, and, if cumulative, the date or dates from which dividends shall accumulate and whether the shares in such class or series shall be entitled to preference or priority over any other class or series of stock of the Corporation with respect to payment of dividends; (c) the terms and conditions, including price or a manner for determining the price; of redemption, if any, of the shares of such class or series; (d) the terms and conditions of a retirement or sinking fund, if any, for the purchase or redemption of the shares of such class or series; (e) the amount which the shares of such class or series shall be entitled to receive, if any, in the event of any liquidation, dissolution or winding up of the Corporation and whether such shares shall be entitled to a preference or priority over shares of another class or series with respect to amounts received in connection with any liquidation, dissolution or winding up of the Corporation; (f) whether the shares of such class or series shall be convertible into, or exchangeable for, shares of stock of any other class or classes, or any other series of the same or any other class or classes of stock, of the Corporation and the terms and conditions of any such conversion or exchange; (g) the voting rights, if any, of shares of stock of such class or series in addition to those granted herein; (h) the status as to reissuance or sale of shares of such class or series redeemed, purchased or otherwise reacquired, or surrendered to the Corporation upon conversion; (i) the conditions and restrictions, if any, on the payment of dividends or on the making of other distributions on, or the purchase, redemption or other acquisition by the Corporation or any subsidiary, of any other class or series of stock of the Corporation ranking junior to such shares as to dividends or upon liquidation; and (j) the conditions, if any, on the creation of indebtedness of the Corporation, or any subsidiary; and (i) such other preferences, rights, restrictions and qualifications as the Board of Directors may determine. All shares of the Common Stock shall be of the same class and shall have equal dividend or distribution, liquidation and other rights. All shares of the Common Stock shall rank equally, and all shares of the Preferred Stock shall rank equally, and be identical within their classes in all respects regardless of series, except as to terms which may be specified by the Board of Directors pursuant to the above provisions. All shares of any one series of a class of Preferred Stock shall be of equal rank and identical in all respects, except that shares of any one series issued at different times may differ as to the dates which dividends thereon shall accrue and be cumulative. 2. Other Provisions. Shares of Common Stock or Preferred Stock of any class or series may be issued with such voting powers, full or limited, or no voting powers, and such designations, preferences and relative participating, option or special rights, and qualifications, limitations or restrictions thereof, as shall be stated and expressed in the resolution or resolutions providing for the issuance of such stock adopted by the Board of Directors. Any of the voting powers, designations, preferences, rights and qualifications, limitations or restrictions of any such class or series of stock may be made dependent upon facts ascertainable outside the resolution or resolutions of the Board of Directors, provided the manner in which such facts shall operate upon the voting powers, designations, preferences, rights and qualifications, limitations or restrictions or such class or series is clearly set forth in the resolution or resolutions providing for the issue of such stock adopted by the Board of Directors. Shares of Common or Preferred Stock reacquired by the Corporation shall 9 be no longer be deemed outstanding and shall have no voting or other rights unless and until reissued. Shares reacquired by the Corporation may be canceled and restored to the status of authorized and unissued stock by action of the Board of Directors. 3. Common Stock. Except as otherwise provided in any resolution or resolutions adopted by the Board of Directors, the Common Stock shall (a) have the exclusive voting power of the corporation; (b) entitle the holders thereof to one vote per share at all meetings of the stockholders of the Corporation; (c) entitle the holders to share ratably, without preference over any other shares of the Corporation, in all assets of the Corporation in the event of any dissolution, liquidation or winding up of the Corporation; and (d) entitle the record holder thereof on such record dates as are determined, from time to time, by the Board of Directors to receive such dividends, if any, if, as and when declared by the Board of Directors. ARTICLE V - DIRECTORS 1. Designations. The governing board of the Corporation shall be styled as a "Board of Directors," and any member of said Board shall be styled as a "Director." The number of members constituting the Board of Directors at the date of this Amendment is one (1); and the name and the post office address of each of said members are as follows: NAME ADDRESS Daniel Lezak 1098 Lucerne Way Incline Village, Nevada 89450 2. Number, Election and Terms of Directors. The business and affairs of the Corporation shall be managed by a Board of Directors, which, subject to the rights of holders of shares of any class of series of Preferred Stock of the Corporation then outstanding to elect additional Directors under specified circumstances, shall consist of not less than one nor more than twenty-one persons. The exact number of Directors within the minimum and maximum limitations specified in the preceding sentence shall be fixed from time to time by either (i) the Board of Directors pursuant to a resolution adopted by a majority of the entire Board of Directors, (ii) the affirmative vote of the holders of two-thirds or more of the voting power of all of the shares of the Corporation entitled to vote generally in the election of Directors voting together as a single class, or (iii) pursuant to Paragraph 7 of Article Nine hereof. No decrease in the number of Directors constituting the Board of Directors shall shorten the term of any incumbent Director. 3. Stockholder Nomination of Director Candidates. Advance notice of stockholder nominations for the election of Directors shall be at least 60 days in advance of the month and day in which the annual meeting of stockholders was held in the previous year. 4. Newly-Created Directorships and Vacancies. Subject to the rights of the holders of any series of any Preferred Stock then outstanding, newly-created directorships resulting from any increase in the authorized number of Directors and any vacancies in the Board of Directors resulting 10 from the death, resignation, retirement, disqualification, removal from office or other cause may be filled by a majority vote of the Directors then in office even though less than a quorum, or by a sole remaining Director. 5. Removal. Subject to the rights of the holders of any series of any Preferred Stock then outstanding, any Director or the entire Board of Directors, may be removed from office at any annual or special meeting called for such purpose, and then only for cause and only by the affirmative vote of the holders of two-thirds or more of the voting power of all of the shares of the Corporation entitled to vote generally in the election of Directors, voting together as a single class. As used herein, cause shall mean only the following: proof beyond the existence of a reasonable doubt that a Director has been convicted of a felony, committed gross negligence or willful misconduct resulting and a material detriment to the Corporation, or committed a material breach of his fiduciary duty to the Corporation resulting in a material detriment to the Corporation. 6. Amendment, Repeal, etc. Notwithstanding anything contained in these Articles of Incorporation to the contrary, the affirmative vote of the holders of two-thirds or more of the voting power of all of the shares of the Corporation entitled to vote generally in the election of Directors, voting together as a single class, shall be required to alter, amend or adopt any provision inconsistent with or repeal this Article Seven, or to alter, amend, adopt any provision inconsistent with or repeal comparable sections of the Bylaws of the Corporation. 7. Special Meetings of Stockholders. Notwithstanding anything contained in these Articles of Incorporation to the contrary, the affirmative vote of the holders of two-thirds or more of the voting power of all shares of the Corporation entitled to vote generally in the election of Directors, voting together as a single class, shall be required to call a special meeting of stockholders or to alter, amend, adopt any provision inconsistent with or repeal this Article Eight, or to alter, amend, adopt any provision inconsistent with comparable sections of the Bylaws. ARTICLE VI - ASSESSMENT OF STOCK The capital stock of this corporation, after the amount of the subscription price has been fully paid in, shall not be assessable for any purpose, and no stock issued as fully paid-up shall ever be assessable or assessed. The holders of such stock shall not be individually responsible for the debts, contracts, or liabilities of the corporation shall not be liable for assessments to restore impairments in the capital of the corporation. The Articles of Incorporation shall not be amended in this particular. ARTICLE VII - INCORPORATORS The name and the post office address of the incorporator signing these Articles of Incorporation is as follows: NAME ADDRESS Jody C. Fontenot 25241 Buckskin Drive 11 Laguna Hills, California 92653 ARTICLE VIII - DURATION The corporation shall have perpetual existence. ARTICLE IX Section 1. Limitation of Personal Liability. The personal liability of the directors of the corporation is hereby eliminated to the fullest extent permitted by the General Corporation Law of the State of Nevada, as the same may be amended and supplemented. Section 2. Indemnification. The corporation shall, to the fullest extent permitted by the General Corporation Law of the State of Nevada, as the same may be amended and supplemented, indemnify the directors and officers of the corporation from and against any and all of the expenses, liabilities, or other matters referred to in or covered by said Law, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any Bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity while holding such office, and shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors, and administrators of such person. ARTICLE IV - CERTIFICATE A. The undersigned constitutes the full Board of Directors of the Corporation. B. The Corporation was formed with the filing of Articles of Incorporation on September 5, 1996. C. On the date of this certification, no stock of the Corporation has been issued. IN WITNESS WHEREOF, these Restated Articles of Incorporation were executed by the Sole Director of the Corporation on this 15th day of June, 1997. /s/ Daniel Lezak --------------------------- Daniel Lezak, Sole Director 12 STATE OF CALIFORNIA ) ) COUNTY OF LOS ANGELES ) This instrument was acknowledged before me on this 15th day of June, 1997, by Daniel Lezak. (SEAL) /s/ Notary Public -------------------------------- Notary Public in and for the State of California 13 CERTIFICATE OF ACCEPTANCE OF APPOINTMENT BY RESIDENT AGENT FOR SERVICE OF PROCESS In the matter of Voxcom Holdings, Inc., Capitol Document Services, Inc., with address at 400 West King Street, Suite 302, City of Carson City, State of Nevada, Zip Code 89703, hereby accepts appointment as Resident Agent for Service of Process for the above-named corporation in accordance with NRS 78.090. CAPITOL DOCUMENT SERVICES, INC. By: /s/ Johnathan L. Wright Signature of Authorized Representative of Resident Agent for Service of Process June 18, 1997 14 EX-3.02 9 BYLAWS BYLAWS OF VOXCOM HOLDINGS, INC. (the "Corporation") ARTICLE I Offices Section 1.1. The registered office of the Corporation shall be in the County of Carson City, State of Nevada. Section 1.2. The Corporation may also have offices at such other places both within and without the State of Nevada as the Board of Directors may from time to time determine or the business of the Corporation may require. ARTICLE II Meetings of Stockholders Section 2.1. All meetings of the stockholders for the election of Directors and for any other purpose may be held at such time and place, within or without the State of Nevada, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof. Section 2.2. An annual meeting of the stockholders for the election of Directors and for the transaction of such other business as may properly come before the meeting shall be held each year, within six months after the end of the prior fiscal year at 10:00 a.m. on a date to be selected by the Board of Directors. At the meeting, the stockholders shall elect directors, and transact such other business as may properly be brought before the meeting. Section 2.3. Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten (10) nor more than fifty (50) days before the date of the meeting. Section 2.4. The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder, for any purpose germane to the meeting, which shall be open to the inspection of any stockholder during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. - 1 - Section 2.5. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the Articles of Incorporation, may be called by the President or by the Board of Directors or by the written order of a majority of the Directors; and shall be called by the President or Secretary at the request in writing of stockholders owning two-thirds or more of the entire capital stock of the Corporation issued and outstanding and entitled to vote. Such request by the stockholders shall state the purpose or purposes of the proposed meeting. Section 2.6. Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not less than ten (10) nor more than fifty (50) days before the date of the meeting, to each stockholder entitled to vote at such meeting. Section 2.7. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice. Section 2.8. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute, by the Articles of Incorporation or by these Bylaws. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. Section 2.9. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes, these Bylaws or of the Articles of Incorporation, a different vote is required, in which case such express provision shall govern and control the decision of such question. The stockholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum. Section 2.10. Unless otherwise provided in the Articles of Incorporation, each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy executed in writing by the - 2- stockholder or by his or her duly authorized attorney-in-fact, for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after six (6) months from its date, unless the proxy provides for a longer period. Each proxy shall be filed with the Secretary of the Corporation prior to, or at the time of, the meeting. Any vote may be taken via voice or by show of hands unless the holders of at least ten percent (10%) of shares outstanding and entitled to vote object, in which case written ballots shall be used. Section 2.11. Any action required to be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted, and shall be delivered to the Corporation by hand delivery or certified mail, return receipt requested, to its registered office in Nevada, its principal place of business or an officer or agent having custody of the minute book of the Corporation. The Corporation shall provide a copy thereof to all stockholders not participating in the consent action. Notwithstanding anything contained in these Bylaws to the contrary, this Section 2.11 of Article II may be amended, supplemented, or appealed only by the affirmative vote of the holders of two-thirds or more of the voting power of all of the shares of the Corporation entitled to vote generally in the election of Directors, voting together as a single class. Section 2.12. Any stockholder proposing to nominate a person for election to the Board of Directors shall provide the Corporation 60 days prior written notice of such nomination, stating the name and address of the nominee and describing his qualifications for being a Director of the Corporation. Such notice shall be sent or delivered to the principal office of the Corporation to the attention of the Board of Directors, with a copy to the President and Secretary of Corporation. Section 2.13. At any meeting of stockholders, the President of the Corporation shall act as the chairman of the meeting, and the stockholders shall not have the right to elect a different person as chairman of the meeting. The chairman of the meeting shall have the authority to determine (i) when the election polls shall be closed in connection with any vote to be taken at the meeting; and (ii) when the meeting shall be recessed. No action taken at a meeting shall become final and binding if any group of stockholders representing one-third or more of the shares entitled to be voted for such action shall contest the validity of any proxies or the outcome of any election. Section 2.14. The Board of Directors may fix in advance a record date for the purpose of determining stockholders entitled to notice of, or to vote at, a meeting of stockholders, such record date to be not less than ten nor more than fifty days prior to such meeting; or the Board of Directors may close the stock transfer books for such purpose for a period of not less than ten nor more than fifty days prior to such meeting. In the absence of any action of the Board of Directors, the date upon which the notice of the meeting is mailed shall be the record date. Section 2.15. The order of business at annual meetings, and so far as practicable at other meetings of stockholders, shall be as follows unless changed by the Chairman: (a) Call to order -3- (b) Proof of due notice of meeting (c) Determination of quorum and examination of proxies (d) Announcement of availability of voting list (See Bylaw 2.04) (e) Announcement of distribution of annual statement (See Bylaw 7.4) (f) Reading and disposing of minutes of last meeting of stockholders (g) Reports of Officers and committees (h) Appointment of voting inspectors (i) Unfinished business (j) New business (k) Nomination of Directors (1) Opening of polls for voting (m) Recess (n) Reconvening; closing of polls (o) Report of voting inspectors (p) Other business (q) Adjournment ARTICLE III Directors Section 3.1. The business and affairs of the Corporation shall be managed by a Board of Directors, which shall have and may exercise all of the powers of the Corporation, except such as are expressly conferred upon the stockholders by law, by the Articles of Incorporation or by these Bylaws. Subject to the rights of the holders of shares of any series of Preferred Stock then outstanding to elect additional Directors under specified circumstances, the Board of Directors shall consist of not less than three (3) nor more than twenty-one (21) persons. The exact number of Directors within the minimum and maximum limitations specified in the preceding sentence shall be fixed from time to time by either (i) the Board of Directors pursuant to a resolution adopted by a majority of the entire Board of Directors, (ii) the affirmative vote of the holders of two-thirds or more of the voting power of all of the shares of the Corporation entitled to vote generally in the election of Directors, voting together as a single class, or (iii) the Articles of Incorporation. No decrease in the number of Directors constituting the Board of Directors shall shorten the term of any incumbent Director. Each director elected shall hold office until his successor shall be elected and shall qualify. Subject to the rights of holders of any series of any Preferred Stock then outstanding, any vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or other cause may be filed by a majority vote of the Directors then in office even though less than a quorum or by a sole remaining Director and the Directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. If the remaining Directors fail to select a successor Director to fill a vacancy within sixty (60) days of its occurrence, the vacancy shall be filled by the vote of a majority of the outstanding shares. If there are no Directors in office, then an election of Directors may be held in the manner provided by statute. Newly-created directorships resulting from any increase in the authorized number of Directors may be filled by the remaining Directors. -4- Directors elected to fill a vacancy will serve the remaining portion of the unexpired term; provided, however, that Directors elected to fill a vacancy by virtue of expanding the number of Directors shall serve until the next election of Directors by stockholders. Section 3.2. No stockholder shall have the right to cumulate his votes for the election of Directors but each share shall be entitled to one vote in the election of such Director. At any meeting of the stockholders, every stockholder having the right to vote may vote either in person or by proxy executed in writing by the stockholder or by his duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Corporation prior to, or at the time of, the meeting. Meetings of the Board of Directors Section 3.3. The Board of Directors of the Corporation may hold meetings, both regular and special, either within or without the State of Nevada. Section 3.4. The first meeting of each newly elected Board of Directors shall be held without further notice immediately following the annual meeting of the stockholders, and at the same place unless the Directors change such time or place by unanimous vote. Section 3.5. Regular meetings of the Board of Directors may be held without notice at such time and at such place as shall from time to time be determined by the Board. Section 3.6. Special meetings of the Board may be called by the President or by Directors constituting at least one-third of Directors in office, on three (3) days' notice to each Director, either personally or by mail or by telegram. Section 3.7. At all meetings of the Board, a majority of the Directors shall constitute a quorum for the transaction of business and the act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute, these Bylaws or by the Articles of Incorporation. If a quorum shall not be present at any meeting of the Board of Directors, the Directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. Each Director who is present at a meeting will be deemed to have assented to any action taken at such meeting unless his dissent to the action is entered into the minutes of the meeting, or unless he or she files their written dissent thereto with the Secretary of the meeting or forwards such dissent by registered mail to the Secretary of the Corporation immediately after such meeting. Section 3.8. Unless otherwise restricted by the Articles of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee. -5- Section 3.9. Unless otherwise restricted by the Articles of Incorporation or these Bylaws, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting. Section 3.10. Interested Directors, Officers and stockholders. (a) If Paragraph (b) is satisfied, no contract or other transaction between the Company and any of its Directors, Officers or stockholders (or any corporation or firm in which any of them are directly or indirectly interested) shall be invalid solely because of such relationship or because of the presence of such Director, Officer or stockholder at the meeting authorizing such contract or transaction, or his participation in such meeting or authorization. (b) Paragraph (a) shall apply only if: (1) The material facts of the relationship or interest of each such Director, Officer or stockholder are known or disclosed: (A) To the Board of Directors and they nevertheless authorizes or ratifies the contract or transaction by a majority of the Directors present, each such interested Director to be counted in determining whether a quorum is present but not in calculating the majority necessary to carry the vote; or (B) To the stockholders and they nevertheless authorize or ratify the contract or transaction by a majority of the shares present, each such interested stockholder to be counted in determining whether a quorum is present but not in calculating the majority necessary to carry the vote; and (2) The contract or transaction is fair to the Corporation as of the time it is authorized or ratified by the Board of Directors, a committee of the Board or the stockholders. (c) This provision shall not be construed to invalidate a contract or transaction which would be valid in the absence of this provision. Committees of Directors Section 3.11. The Board of Directors may, by resolution adopted by a majority of the whole Board, designate an Executive Committee from among its members. -6- Section 3.12. The Executive Committee shall consist of one or more Directors. The Executive Committee shall serve at the pleasure of the Board of Directors. Section 3.13. The Executive Committee shall have and may exercise the authority of the Board of Directors in the management of the business and affairs of the Corporation except where action of the full Board of Directors is required by statute or by the Articles of Incorporation, and shall have power to authorize the seal of the Corporation to be affixed to all papers which may require it; except that the Executive Committee shall not have authority to: amend the Articles of Incorporation; approve a plan of merger or consolidation; recommend to the stockholders the sale, lease, or exchange of all or substantially all of the property and assets of the Corporation other than in the usual and regular course of its business; recommend to the stockholders the voluntary dissolution of the Corporation; amend, alter, or repeal the Bylaws of the Corporation or adopt new Bylaws for the Corporation; fill any vacancy in the Board of Directors or any other corporate committee; fix the compensation of any member of any corporate committee; alter or repeal any resolution of the Board of Directors; declare a dividend; or authorize the issuance of shares of the Corporation in excess of one million dollars in value. Each Director shall be deemed to have assented to any action of the Executive Committee unless, within seven days after receiving actual or constructive notice of such action, he or she deliver their written dissent thereto to the Secretary of the Corporation. Section 3.14. The number of Executive Committee members may be increased or decreased (but not below three) from time to time by resolution adopted by a majority of the whole Board of Directors. Section 3.15. Any member of the Executive Committee may be removed by the Board of Directors by the affirmative vote of a majority of the whole Board whenever in its judgment the best interests of the Corporation will be served thereby. Section 3.16. A vacancy occurring in the Executive Committee (by death, resignation, removal or otherwise) shall be filled by the Board of Directors in the manner provided for original designation in Section 3.11 above. Section 3.17. Time, place and notice, if any, of Executive Committee meetings shall be determined by the Executive Committee. Section 3.18. At meetings of the Executive Committee, a majority of the number of members designated by the Board of Directors shall constitute a quorum for the transaction of business. The act of a majority of the members present at any meeting at which a quorum is present shall be the act of the Executive Committee, except as otherwise specifically provided by the statute or by the Articles of Incorporation or by these Bylaws. If a quorum is not present at a meeting of the Executive Committee, the members present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present. -7- Section 3.19. By resolution of the Board of Directors, the members of the Executive Committee may be paid their expenses, if any, of attendance at each meeting of the Executive Committee and may be paid a fixed sum for attendance at each meeting of the Executive Committee or a stated salary as a member thereof. No such payment shall preclude any member from serving the Corporation in any other capacity and receiving compensation therefor. Section 3.20. The Executive Committee shall keep regular minutes of its proceedings and report the same to the Board of Directors when required. The minutes of the proceedings of the Executive Committee shall be placed in the minute book of the Corporation. Section 3.21. Any action required or permitted to be taken at a meeting of the Executive Committee may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all the members of the Executive Committee. Such consent shall have the same force and effect as a unanimous vote at a meeting. The signed consent, or a signed copy thereof, shall be placed in the minute book. Section 3.22. The designation of an Executive Committee and the delegation of authority to it shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed by law. Section 3.23. The Board of Directors may, by resolution adopted by the majority of the Directors, designate one or more other committees to conduct the business and affairs of the Corporation to the extent authorized by the resolution including but not limited to the following: Audit Committee, Compensation Committee, Stock Option Committee and Conflict of Interest Committee. The Board of Directors, by majority vote, shall have the power at any time to change the powers and members of any committee, to fill vacancies and to dispose of any committee. Members of any committee shall receive such compensation as the Board of Directors may from time to time provide. The designation of any committee and the delegation of authority to such committee shall not operate to relieve the Board of Directors of any responsibility imposed by law. Compensation of Directors Section 3.24. Unless otherwise restricted by the Articles of Incorporation or these Bylaws, the Board of Directors shall have the authority to fix the compensation of Directors. The Directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as Director. No such payment shall preclude any Director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings. ARTICLE IV Notices -8- Section 4.1. Whenever, under the provisions of the statutes or of the Articles of Incorporation or of these Bylaws, notice is required to be given to any Director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such Director or stockholder, at his address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to Directors may also be given by telegram or facsimile. Section 4.2. Whenever any notice is required to be given under the provisions of the statutes or of the Articles of Incorporation or of these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. ARTICLE V Officers Section 5.1. The officers of the Corporation shall be chosen by the Board of Directors and shall be a president, one or more vice presidents, any one or more of which may be designated executive vice president or senior vice president, a secretary, and a treasurer. The Board of Directors may also choose a chairman of the board, assistant vice presidents and one or more assistant secretaries and assistant treasurers. Any number of offices may be held by the same person, unless the Articles of Incorporation or these Bylaws otherwise provide. The Chairman shall be elected from among the Directors. Section 5.2. The Board of Directors at its first meeting after each annual meeting of stockholders shall choose a president, one or more vice presidents, a secretary and a treasurer. Section 5.3. The Board of Directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board. Section 5.4. The salaries of all officers and agents of the Corporation shall be fixed by the Board of Directors or a committee thereof. Section 5.5. The officers of the Corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the Board of Directors may be removed with or without cause at any time by the affirmative vote of a majority of the Board of Directors then in office at any regular or special meeting. Such removal shall be without prejudice to the contract rights, if any, of the person so removed, provided, however, that the election or appointment of an officer shall not, of itself, create contract rights. Any vacancy occurring in any office of the Corporation shall be filled by the Board of Directors. Chairman of the Board -9- Section 5.6. The Chairman of the Board, if any, shall preside at all meetings of the Board of Directors of the Corporation. In the Chairman's absence, such duties shall be attended to by the President. The Chairman may be the chief executive officer of the Corporation if so designated. The President Section 5.7. The President shall be the Chief Executive Officer of the Corporation; he or she shall preside at all meetings of the stockholders and of the Board of Directors (unless the Corporation has a Chairman of the Board, who will, in that case, preside at all meetings of the Board of Directors), shall have general and active management of the business and affairs of the Corporation and shall see that all orders and resolutions of the Board are carried into effect. He or she shall perform such other duties and have such other authority and powers as the Board of Directors may from time to time prescribe. Within this authority and in the course of his or her duties the President shall: (a) Preside at all meetings of the stockholders and in the absence of the Chairman of the Board, or, if there is none, at all meetings of the Board of Directors, and shall be ex officio a member of all the standing committees, including the Executive Committee, if any. (b) Sign all certificates of stock of the Corporation, in conjunction with the Secretary or Assistant Secretary, unless otherwise ordered by the Board of Directors. (c) When authorized by the Board of Directors or required by law, execute, in the name of the Corporation, deeds conveyances, notices, leases, checks, drafts, bills of exchange, warrants, promissory notes, bonds, debentures, contracts, and other papers and instruments in writing, and unless the Board of Directors orders otherwise by resolution, make such contracts as the ordinary conduct of the Corporation's business requires. (d) Subject to the approval of the Board of Directors, appoint and remove, employ and discharge, and prescribe the duties and fix the compensation of all agent, employees, and clerks of the Corporation other than the duly appointed Officers, and, subject to the direction of the Board of Directors, control all of the Officers, agents and employees of the Corporation. Section 5.8. The Vice-Presidents, if any, in the order of their seniority, unless otherwise determined by the Board of Directors, shall, in the absence or disability of the President, perform the duties and have the authority and exercise the powers of the President. They shall perform such other duties and have such other authority and powers as the Board of Directors may from time to time prescribe or as the President may from time to time delegate. Section 5.9. The Secretary shall attend all meetings of the Board of Directors and all meetings of the stockholders and record all votes and minutes of all proceedings in a book to be kept for that purpose, and shall perform like duties for the Executive Committee when required. He or she shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors. He or she shall keep in safe custody the Seal of the -10- Corporation and, when authorized by the Board of Directors or the Executive Committee, affix the same to any instrument requiring it, and when so affixed, it shall be attested by his signature or by the signature of the Treasurer or an Assistant Secretary. He or she shall be under the supervision of the President. He or she shall perform such other duties and have such other authority and powers as the Board of Directors may from time to time prescribe or as the President may from time to time delegate. Section 5.10. The Assistant Secretaries, if any, in the absence or disability of the Secretary, perform the duties and have the authority and exercise the powers of the Secretary. They shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe or as the President may from time to time delegate. Section 5.11. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements of the Corporation and shall deposit all monies and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. He or she shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and Directors, at the regular meeting of the Board, or whenever they may request it, an account of all his transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, he or she shall give the Corporation a bond in such form, in such sum, and with such surety or sureties as satisfactory to the Board of Directors, for the faithful performance of the duties of his or her office. He or she shall perform such other duties and have such other authority and powers as the Board of Directors may from time to time prescribe or as the President may from time to time delegate. Section 5.12. The Assistant Treasurer, if any, shall, in the absence of the Treasurer or in the event of his or her inability or refusal to act, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe. ARTICLE VI Certificates for Shares Section 6.1. The shares of the Corporation shall be represented by a certificate. Certificates shall be signed by, or in the name of the Corporation by, the Chairman of the Board of Directors, or the President or Vice President and the Treasurer or an assistant treasurer, or the Secretary or an assistant secretary of the Corporation. Upon the face or back of each stock certificate issued to represent any partly paid shares, or upon the books and records of the Corporation in the case of uncertificated partly paid shares, shall be set forth the total amount of the consideration to be paid therefor and the amount paid thereon shall be stated. Certificates shall also contain such legends or statements as may be required by law and any agreement between the Corporation and the holder thereof. -11- If the Corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative, participating, optional or other special lights of each class of stock or series thereof and the qualification, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, provided that, except as otherwise provided in the Act, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Any security of the Corporation, including, among others, any certificate evidencing shares of the Common Shares and Preferred Shares or warrants to purchase Common Shares and Preferred Shares of the Corporation, which is issued to any person without registration under the Securities Act of 1933, as amended, or the Blue Sky laws of any state, shall not be transferable until the Corporation has been furnished with a legal opinion of counsel with reference thereto, satisfactory in form and content to the Corporation and its counsel, to the effect that such sale, transfer or pledge does not involve a violation of the Securities Act of 1933, as amended, or the Blue Sky laws of any state having jurisdiction. The certificate representing the security shall bear substantially the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER THE BLUE SKY LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED UNLESS SUCH OFFER, SALE OR TRANSFER WILL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933 OR ANY APPLICABLE BLUE SKY LAWS. ANY OFFER, SALE OR TRANSFER OF THESE SECURITIES MAY NOT BE MADE WITHOUT THE PRIOR WRITTEN APPROVAL OF THE CORPORATION OR ITS COUNSEL. " Section 6.2. The consideration for the issuance of shares shall consist of any tangible or intangible property or benefit to the Corporation, including, but not limited to, cash, promissory notes, services performed, contracts for services to be performed or other securities of the corporation. Before the Corporation issues shares, the Board of Directors must determine that the consideration received or to be received for the shares to be issued is adequate. The judgment of the Board of Directors as to the adequacy of the consideration received for the shares issued is conclusive in the absence of actual fraud in the transaction. When the Corporation receives the consideration for which the Board of Directors authorized the issuance of shares, the shares issued therefor are fully paid and nonassessable. The Corporation may place in escrow shares issued for a contract for future services or benefits or a promissory note, or make any other arrangements to restrict the transfer of the shares. The Corporation may credit distributions made for the shares against their purchase price, until the services are performed, the benefits are received or the promissory note is paid. If the services are not performed, the benefits are not received or the promissory note is not paid, the shares escrowed or restricted and the distributions credited may be canceled in whole or in part. -12- Section 6.3. Unless otherwise provided in the subscription agreement, subscriptions of shares, whether made before or after organization of the Corporation, shall be paid in full at such time or in such installments and at such times as shall be determined by the Board of Directors for payment on subscriptions shall be uniform as to all shares of the same series. In case of default in the payment on any installment or call when payment is due, the Corporation may proceed to collect the amount due in the same manner as any debt due to the Corporation. Section 6.4. For any indebtedness of a Stockholder to the Corporation, the Corporation shall have a first and prior lien on all preferred or common shares owned by him and on all dividends or other distributions declared thereon. Section 6.5. Within a reasonable time after the issuance or transfer of uncertificated stock, the Corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to any requirements of the Act or a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations preferences and relative participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Section 6.6. Any or all the signatures on a certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he or she were such officer, transfer agent or registrar at the date of issue. Lost Certificates Section 6.7. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates or uncertificated shares, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his or her legal representative, to advertise the same in such manner as it shall require or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed. Transfer of Stock Section 6.8. Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the Corporation or the transfer agent of the Corporation to issue a -13- new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. Upon receipt of proper transfer instructions from the registered owner of uncertificated shares, such uncertificated shares shall be canceled and issuance of new equivalent uncertificated shares or uncertificated shares shall be made to the person entitled thereto and the transaction shall be recorded upon the books of the corporation. Transfers of shares shall be made only on the books of the Corporation by the registered holder thereof, or by his or her attorney thereunto authorized by power of attorney and filed with the Secretary of the Corporation or the transfer agent. Section 6.9. Every stockholder or transferee shall furnish the Secretary or a transfer agent with the address to which notice of meetings and all other notices may be served upon or mailed to him or her, and in default thereof, he or she shall not be entitled to service or mailing of any such notice. Fixing Record Date Section 6.10. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than fifty (50) nor less than ten (10) days before the date of such meeting, nor more than fifty (50) days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. Registered Stockholders Section 6.11. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, to vote as such owner, and to hold such person registered on its books liable for calls and assessments as the owner of such shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Nevada. ARTICLE VII Miscellaneous/Dividends Section 7.1. Dividends upon the capital stock of the Corporation, subject to the provisions of the Articles of Incorporation, if any, and applicable law, may be declared by the Board of Directors at any regular or special meeting. Dividends may be paid in cash, in properly or in shares of capital stock, subject to the provisions of the Articles of Incorporation. -14- Section 7.2. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the Directors shall determine to be in the interest of the Corporation, and the Directors may modify or abolish any such reserve in the manner in which it was created. Annual Statement Section 7.4. Not later than one hundred fifty (150) days after the close of each full fiscal year of the Corporation, the Directors shall mail a report of the business and operation of the Corporation during such fiscal year to the stockholders, which report shall constitute the accounting of the Directors for such fiscal year. The report (herein the "Annual Report") shall be in such form and have such content as the Directors deem proper. The Annual Report shall include a balance sheet and a statement of income and surplus of the Corporation. Such financial statement shall be accompanied by the report of an independent certified public accountant thereon. A manually signed copy of the accountant's report shall be filed with the Directors. Checks Section 7.5. All checks, demands, drafts, or other orders for payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate. Contracts Section 7.6. The Board of Directors may authorize any officer, officers, agent, or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances. Deposits Section 7.7. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the Board of Directors may select. Fiscal Year Section 7.8. The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors. Seal -15- Section 7.9. The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words "Corporate Seal, Nevada." The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. Indemnification Section 7.10. Unless otherwise provided in the Articles of Incorporation, the Corporation shall indemnity its officers, agents and Directors to the full extent permitted by the General Corporation Law of Nevada. The protection and indemnification provided hereunder shall not be deemed exclusive of any other rights to which such Director, agent or officer or former Director or officer or such person may be entitled under any agreement, insurance policy, vote of stockholders or otherwise. ARTICLE VIII Amendments Section 8.1. Notwithstanding any other provision contained in these Bylaws to the contrary, Sections 2.5, 2.11, 2.12 and 2.13 of Article II, Section 3.1 of Article III, and this Article VII of these Bylaws may be amended, supplemented, or repealed only by the affirmative vote of two-thirds or more of all of the shares of the Corporation entitled to vote generally in the election of Directors, voting together as a single class. In addition to the foregoing, the Board of Directors may amend or repeal these Bylaws or adopt new Bylaws. - 16 - EX-3.03 10 CERTIFICATE OF DECREASE CERTIFICATE OF DECREASE IN AUTHORIZED AND ISSUED SHARES The following certificate is filed on behalf of VOXCOM HOLDINGS, INC., a Nevada corporation, pursuant to Section 78.207 of the Nevada Revised Statutes: 1. The number of shares of common stock, par value $0.0001 per share, before the change in capitalization was 100,000,000. 2. The number of shares of common stock, par value $0.0001 per share, after the change in capitalization, was 25,000,000. There is no change in par value. 3. One share of new common stock, par value $000.01 per share, will be issued for each four shares of old common stock, par value $0.0001 outstanding before the change. 4. No fractional shares will be issued. Fractions of shares resulting from the reverse split of the shares will be rounded to the nearest whole share. Any fraction less than 0.5 shares will be cancelled. 5. Approval of the change by stockholders was not required nor obtained. 6. The change is effective immediately. VOXCOM HOLDINGS, INC. By: /s/ Lawrence R. Biggs, Jr. --------------------------------- Lawrence R. Biggs, Jr., President By: /s/ Donald G. McLellan --------------------------------- Donald G. McLellan, Secretary STATE OF TEXAS ) ) COUNTY OF DALLAS ) This instrument was acknowledged before me on this 18thth day of June, 1997, by Lawrence R. Biggs, Jr. /s/ Maurica Ferguson ----------------------------- Notary Public, State of Texas Maurica Ferguson Printed Name of Notary My Commission Expires: 3/11/99 EX-3.04 11 CERTIFICATE OF DESIGNATIONS VOXCOM HOLDINGS, INC. Certificate of Designations, Preferences and Rights of Preferred Stock By Resolution of the Board of Directors We, Lawrence R. Biggs, Jr., President, and Donald G. McLellan, Secretary, of Voxcom Holdings, Inc., a corporation organized and existing under the General Corporation Law of the State of Nevada, in accordance with the provisions of Section 78.195 of the Nevada Revised Statutes thereof, DO HEREBY CERTIFY: That, pursuant to authority conferred upon the Board of Directors by the Articles of Incorporation (or an amendment thereto) of said Corporation, said Board of Directors, at a meeting duly held on December 23, 1997, adopted a resolution providing for the issuance of a series of One Hundred Thousand (100,000) shares of Series A Preferred Stock, which resolution is as follows: RESOLVED, that pursuant to the authority vested in the Board of Directors of this Corporation in accordance with the provisions of its Articles of Incorporation, effective as of December 23, 1997 a series of Preferred Stock of the Corporation be and it hereby is created, such series of Preferred Stock to be designated Series A Preferred Stock, to consist of up to 100,000 shares with a par value of $0.0001 per share and to have rights of redemption and prices at which shares of such series may be redeemed as set forth on Exhibit A to these minutes. - 1 - IN WITNESS WHEREOF, said Voxcom Holdings, Inc. has caused its corporate seal to be hereunto affixed and this certificate to be signed by Lawrence R. Biggs, Jr., its Chairman, and Donald G. McLellan, its Secretary this 23rd day of December, 1997. By: /s/ Lawrence R. Biggs, Jr. -------------------------------- Lawrence R. Biggs, Jr., Chairman By: /s/ Donald G. McLellan -------------------------------- Donald G. McLellan, Secretary STATE OF TEXAS ) ) COUNTY OF DALLAS ) On December 23, 1997 personally appeared before me, a Notary Public, Lawrence R. Biggs, Jr., Chairman, and Donald G. McLellan, Secretary, of Voxcom Holdings, Inc., who acknowledged that they executed the above instrument on behalf of said corporation. /s/ Maurica Ferguson ----------------------------- Notary Public, State of Texas (Seal) - 2 - EXHIBIT A SERIES A PREFERRED STOCK 1. Voxcom Holdings, Inc. (the "Company") establishes a series of Preferred Stock pursuant to the authority contained in the Articles of Incorporation of the Company, to be known as Series A Preferred Stock, par value $0.0001 per share. 2. There shall be authorized the issuance of up to 100,000 shares of Series A Preferred Stock. 3. The issue price of Series A Preferred Stock shall be $100.00 per share (the "Issue Price"), issuable in exchange for conversion of indebtedness of like amount. No dividends shall be payable on this Series A Preferred Stock. 4. In the event of any dissolution, liquidation or winding up of the Company, whether voluntarily or involuntarily, the holders of Series A Preferred Stock, without any preference among them, shall be entitled to receive in cash out of the assets of the Company, whether capital or surplus or otherwise, before any distribution of the assets shall be made to the holders of Common Stock, an amount equal to the aggregate Issue Price of their shares. After payment to the holders of the Series A Preferred Stock of the full preferential amounts hereinbefore provided for, the holders of Series A Preferred Stock will have no other rights or claims to any of the remaining assets of the Company, either upon distribution of such assets or upon dissolution, liquidation or winding up. The sale of all or substantially all of the property of the Company to, or the merger, consolidation or reorganization of the Company into or with, any other company, or the purchase or redemption by the Company of any shares of any class of its Preferred Stock or its Common Stock or any other class of its stock shall not be deemed to be a distribution of assets or a dissolution, liquidation or winding up for the purposes of this paragraph. 5. The Company may, at its option, redeem the whole or any part of the shares of Series A Preferred Stock, and the redemption price thereof shall be equal to the Issue Price of the shares so redeemed. All such redemptions of Series A Preferred Stock shall be effected in accordance with any procedure for redemptions set forth in the General Corporation Law of the State of Nevada. Shares of Series A Preferred Stock which are redeemed shall be restored to the status of authorized but unissued shares. On or before the date fixed for redemption, the Company, if it elects to call such shares for redemption, shall provide for payment of a sum sufficient to redeem the shares called for redemption either (1) by setting aside the sum, separate from its other funds, in trust for the benefit of the holders of the shares to be redeemed, or (2) by depositing such sum in a bank or trust company as a trust fund, with irrevocable instructions and authority to the bank or trust company to give or complete the notice of redemption and to pay, on or after the date fixed for redemption, the redemption price on surrender of certificates evidencing the shares of Series A - 3 - Preferred Stock called for redemption. From and after the date fixed for redemption, (a) the shares shall be deemed to be redeemed, (b) dividends thereon shall cease to accumulate, (c) such setting aside or deposit shall be deemed to constitute full payment of the shares, (d) the shares shall no longer be deemed to be outstanding, (e) the holders thereof shall cease to be shareholders with respect to such shares, and (f) the holders thereof shall have no rights with respect thereto, except the right to receive their proportionate shares of the fund set aside pursuant hereto or deposited upon surrender of their respective certificates. Any interest accrued on funds set aside pursuant hereto or deposited shall belong to the Company. If the holders of shares do not, within six (6) years after such deposit, claim any amount so deposited for redemption thereof, the bank or trust company shall upon demand pay over to the Company the balance of the funds so deposited, and the bank or trust company shall thereupon be relieved of all responsibility to such holders. 6. Holders of the Series A Preferred Stock shall have no right to cause redemption of the Series B Preferred Stock by the Company. 7. Holders of Series A Preferred Stock shall have no right to vote on any matters to come before a vote of the shareholders, except as provided below. 8. The holders of shares of any and all series of Series A Preferred Stock outstanding on the record date for any such meeting of the shareholders shall be entitled to vote, as a single class, upon any proposed amendment to the Company's Articles of Incorporation, and their consent shall be required for any action of the Board of Directors, if such amendment or action would (i) increase or decrease the aggregate number of authorized shares of Series A Preferred Stock, (ii) increase or decrease the Issue Price of shares of Series A Preferred Stock, (iii) effect an exchange, reclassification or cancellation of all or part of the shares of Series A Preferred Stock, (iv) effect an exchange, or create a right of exchange, of all or any part of the shares of another class into shares of Series A Preferred Stock, (v) change the designations, preferences, limitations, or relative rights of any series of Series A Preferred Stock at the time outstanding in those respects in which the shares thereof vary from shares of other series or Series A Preferred Stock at the time outstanding, (vi) change the shares of Series A Preferred Stock into the same or a different number of shares, either with or without par value, of the same class or another class or classes, or (vii) cancel or otherwise affect accumulated but undeclared dividends on the shares of Series A Preferred Stock, and no such proposed amendment or action shall be deemed to have been adopted and approved without the affirmative vote or consent of holders of a majority of shares of Series A Preferred Stock then outstanding. 9. Shares of Series A Preferred Stock shall not be convertible into any other security of the Company. - 4 - EX-10.01 12 CONSULTING AGREEMENT AND COVENENANT NOT TO COMPETE CONSULTING AGREEMENT AND COVENANT NOT TO COMPETE THIS AGREEMENT is made effective as of this this first day of July, 1997 by and between VOXCOM HOLDINGS, INC., a Nevada corporation (the "Company"), and KIM CROWTHER and BRIAN JENSEN (together referred to herein as the Consultants). WHEREAS, Company desires to retain Consultants for a period of five years to assist the Company in the development of a series of lecture companies and to protect itself against the adverse consequences of competition by the Consultants against the Company; and WHEREAS, the Company and Consultants have enjoyed a mutually rewarding business relationship since May 1996 in their joint ownership of The Home Business Group, Inc. ("HBG") and wish to continue such relationship in a similar manner as described in this Agreement; NOW, THEREFORE, in consideration of the premises and the agreements contained herein, the Company and Consultants hereby agree as follows: 1. Consulting Services. 1.1 For a period of 60-months beginning July 1, 1997, the Company hereby retains Consultants and Consultants hereby agree to perform consulting services for the Company pursuant to the terms of this Agreement. Such services shall specifically include the following activities: a. Creation of a minimum of three companies to engage in business as lecture companies (the "Lecture Companies") that instruct participants in sponsored seminars about the conduct of home based and other small businesses similar to the operations now being conducted by HBG. b. At the mutual election of Consultants and the Company, consolidate the operations of HBG as a wholly owned subsidiary of the Company in order to function as one of the three (or more) Lecture Companies being created hereby. c. Be jointly responsible for the day to day management of the Lecture Companies in a manner consistent with their duties at HBG, and carry out the directives of the Boards of Directors of the Company and the Lecture Companies. d. Cause the Lecture Companies to promote the goods and services of AmeraPress, Inc., another wholly owned subsidiary of the Company, in connection - 1 - with the Lecture Companies' seminars and marketing materials. This promotion will include a most-favorable presentation placement and lead access by AmeraPress, Inc. at lectures and seminars of the Lecture Companies. 1.2 Consultants shall at all times be free to devote time to occupations, employment and activities other than those provided for in this Agreement, provided they do not conflict with, detract from, or compete with the duties of the Consultants under this Agreement. 1.3. Each Lecture Company shall include in its Bylaws and Articles of Incorporation indemnification provisions in the form attached hereto as Schedule B, which are identical to those contained in comparable documents of the Company. 2. Consideration. Company will pay to Consultants for the agreement of Consultants to perform consulting services in accordance with this Agreement, as follows: 2.1 Company will grant to Consultants upon execution of this Agreement a total of 200,000 shares of the Company's common stock, to be divided between Consultants in such manner as they may agree. 2.2. Each Lecture Company will pay to the Consultants 4% of the gross proceeds of sales by the Lecture Companies at seminars sponsored by the Lecture Companies, and in telemarketing, direct marketing and other sales resulting from the seminars and caused by the efforts of the Consultants. 2.3. Each Lecture Company will pay to the Consultants, on a quarterly basis, in cash, total commissions (to be divided between the Consultants in such manner as they may agree) equal to 25% of the net profit of the Lecture Companies on a combined basis. In computing net profit, a deduction will be made to cover (i) their share of federal income tax equal to 38% of the amount of net profit before such taxes, and (ii) such companies' debt service obligations. 2.4. The Company will also grant to the Consultants (to be divided between them in such manner as they may agree) shares of the Company's common stock in accordance with the formula described on attached Exhibit A. 2.5. The Company will review the performance of other key employees of the Lecture Companies to determine the possibility of grants in common stock to such persons. 2.6. Consultants hereby represent to the Company as follows with regard to the acquisition of shares of the Company's common stock: - 2 - (a) Consultants are acquiring the shares of Company common stock being granted hereby (the "Company Shares") for their own accounts, not as nominee or agent, for investment and not with a view to, or for resale in connection with, any distribution in violation of the Act, or any state securities laws, and it has no present intention of, or agreement relating to, selling, granting participations in or otherwise distributing such Company Shares in violation of such laws. (b) Consultants understand that (i) the Company Shares have not been registered under the Act or any state securities laws by reason of specific exemptions therefrom, that the Company Shares may be sold, transferred or otherwise disposed of only if such disposition is registered under the Act and applicable state securities laws or is exempt from such registration, and that they must therefore bear the economic risk of such investment indefinitely, unless a subsequent disposition thereof is registered under the Act and applicable state securities laws or is exempt from such registration; and (ii) each certificate representing the Company Shares will be endorsed with a legend substantially in the following form: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS AND UNTIL EITHER SUCH SHARES ARE REGISTERED UNDER THE APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY IS OBTAINED TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED." (c) Each Consultant is a knowledgeable and experienced investor and has had an opportunity to ask questions and review information about the business and financial condition of the Company. Each Seller acknowledges receipt of an information package of the Company and such other information as has been requested. 3. Additional Agreements. 3.1 The Company will agree to vote the common stock owned by it in each Lecture Company to elect a three person board of directors of each such company that is composed of any two of Larry Cahill, Lawrence R. Biggs, Jr., or Donald G. McLellan and one person named by the Consultants. The Consultant not a member of the board of directors of each Lecture Company shall nevertheless be entitled to attend meetings of the board on a nonvoting basis. In the event that no two of Messrs. Cahill, Biggs or McLellan are available for service on the board, the Consultants shall have the right to terminate this Agreement. - 3 - 3.2 The Company agrees to advance funds to the Lecture Companies for their working capital needs to staff and conduct lectures in advance of receiving profits therefrom. Such advances shall be repaid, plus interest at the annual rate of 6%, from the profits of the Lecture Companies. 4. Covenant Not to Compete. 4.1 Consultants agree that, during the five year term of the Consulting Agreement and for two years thereafter, Consultants shall not, without the prior written consent of the Company, directly, or indirectly by being an officer, director, employee, or an owner of more than five percent (5%) of the outstanding capital stock of any corporation or an owner of any interest in, or employee of, any other form of business association, sole proprietorship or partnership, conduct a business in competition with the Company or the Lecture Companies as it was conducted during the term of this Agreement, from any business location with the States of Texas, Nevada or Utah. The Company agrees that the publication by Crowther of a book entitled Starting a Successful Home Based Business shall not be deemed competitive, nor shall the Company obtain any rights to or through such book. 4.2 Consultants agree that during the five year term of the Consulting Agreement and for two years thereafter, Consultants shall not, directly, or indirectly by being an officer, director, employee, or an owner of more than five percent (5%) of the outstanding capital stock of any corporation, or an owner of any interest in, or employee of, any other form of business association, sole proprietorship or partnership, solicit or otherwise attempt to induce any employees, agents or representatives of Company to terminate their position as employee, agent or representative with Company. 4.3 Consultants agree that during the five year term of the Consulting Agreement and for two years thereafter, Consultants shall not, directly, or indirectly by being an officer, director, employee or an owner of more than five percent (5%) of the outstanding capital stock of any corporation or an owner of any interest in, or employee of, any other form of business association, sole proprietorship or partnership, solicit or otherwise attempt to induce any entities or persons who have been customers of either Consultant or the Company at any time during the five year term of this Section to become customers of someone other than the Company that is in competition with the Company or the Lecture Companies. 4.4 Consultants agree that all order forms, service contracts, literature, manuals, catalogs, lists of customers, price lists, brochures, books, records, correspondence, and other materials relating to the Lecture Companies shall be the property of the Lecture Companies and the Company. - 4 - 4.5 The Company agrees that, during the five year term of the Consulting Agreement and for two years thereafter, the Company shall not, without the prior written consent of the Consultants, directly, or indirectly by being an officer, director, employee, or an owner of more than five percent (5%) of the outstanding capital stock of any corporation or an owner of any interest in, or employee of, any other form of business association, sole proprietorship or partnership, conduct a business in competition with the Lecture Companies as it was conducted during the term of this Agreement, from any business location with the States of Texas, Nevada or Utah, unless it shall have first proposed the formation of such an enterprise to be included as a Lecture Company subject to this Agreement, and Consultants shall have declined to participate in such enterprise. 4.6 In the event that any court shall finally hold that any provisions stated in this Section 4 constitutes an unreasonable restriction upon Consultants, the parties hereby expressly agree that the provisions of this Section 4 shall not be rendered void, but shall apply as to time and territory or to such other extent as such court may judicially indicate constitutes a reasonable restriction under the circumstances involved. In the event such court shall hold as aforesaid, but fail to indicate an alternative restriction of time or territory, then the parties hereby expressly agree to submit this matter to arbitration with the American Arbitration Association, for the purposes of determining a reasonable restriction under the circumstances involved. 4.7 Notwithstanding the foregoing, Section 4.1 of this Agreement may be canceled at the option of the Consultants in the events (i) any two of Larry Cahill, Lawrence R. Biggs, Jr. or Donald G. McLellan cease to be substantially involved in the management of the Company, or (ii) Consultants shall not have received aggregate value from the items listed in Sections 2.1, 2.2, 2.3, and 2.4 during the five year term of this Agreement in excess of $2 million each. 5. Termination. 5.1 Subject to the provisions of Section 5.2, this Agreement shall terminate as to either Consultant: a. Upon the death of a Consultant. b. Upon the mutual agreement of Company and Consultant. c. At the Company's option for good cause. For purposes of this Section, "good cause" for termination shall consist of: (a) the failure of a Consultant to diligently or effectively perform his duties under this Agreement, (b) the commission by Consultant of any act involving moral turpitude or the commission by Consultant of any act or the suffering by Consultant of any - 5 - occurrence or state of facts, which renders Consultant incapable of performing his duties under this Agreement, or adversely affects or could reasonably be expected to adversely affect the Company's business reputation, (c) any breach by a Consultant of any of the terms of, or the failure to perform any covenant contained in, this Agreement, (d) the violation by a Consultant of instructions or policies established by the Company with respect to the operation of its business and affairs or a Consultant's failure to carry out the reasonable instructions of the Chairman or President of the Company, or (e) the commission by a Consultant of any action or the existence of any state of facts which would legally justify the Company in terminating a contract of employment. d. At the option of the Consultants if the price per share of the Company's common stock does not equal or exceed $10.00 per share at any time during the year ending June 30, 1998. 5.2 Upon termination for any reason, all consideration payments under Section 2 shall be prorated and paid to the date of termination, and all other forms of benefits shall cease effective with such date, subject to any vesting of benefits that extend beyond termination by their terms. No termination under this Section 5 shall affect the rights and obligations of the parties under Section 4. 6. General. 6.1 This Agreement supersedes all prior agreements and understandings between the Consultants and the Company with regard to the subject matter of this Agreement. 6.2 No modification, termination, or waiver under this Agreement shall be valid unless in writing and signed by the Consultants and the Company. 6.3 This Agreement shall inure to the benefit of and be binding upon any successor or assign of the Company and shall inure to the benefit of and be binding upon the Consultants' heirs, successors and assigns. 6.4 The waiver by the Company of a breach of any provision of this Agreement by any Consultants shall not operate or be construed as a waiver of any subsequent breach of such Consultants and the waiver by a Consultants of a breach of any provision of this Agreement by the Company shall not operate or be construed as a waiver of any subsequent breach by the Company. 6.5 This Agreement shall be interpreted and construed under the laws of the State of Texas. - 6 - IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. VOXCOM HOLDINGS, INC. By: /s/ Lawrence R. Biggs, Jr. ------------------------------------- Lawrence R. Biggs, Jr., President /s/ Kim Crowther ------------------------------------- KIM CROWTHER /s/ Brian Jensen ------------------------------------- BRIAN JENSEN - 7 - SCHEDULE A TO CONSULTING AGREEMENT AND COVENANT NOT TO COMPETE YEAR 1 - JULY 1, 1997 - JUNE 30, 1998 The Company will issue a total number of shares equal to the net profit of the Lecture Companies on a combined basis, less: (i) a provision for federal income tax equal to 38% of such profit, (ii) debt service obligations of the Lecture Companies, and (iii) the cash commissions paid to the Consultants pursuant to Section 2.2, multiplied by the average price to earnings ratio of the Company's common stock in the over-the-counter market over the 90 days prior to June 30, 1998, multiplied by 25%, divided by the average over the 20 trading days preceding June 30, 1998 of the mean bid and ask price of the Company's common stock in the over-the-counter market. YEARS 2 THROUGH 5, ENDING JUNE 30, 1999, 2000, 2001, AND 2002 In each succeeding year, shares of common stock will be granted based on the same formula in effect during the year ended June 30, 1998, except that instead of using net profit (as adjusted) as the starting number, substitute the growth in net profit over the previous year and apply the same adjustments. - 8 - SCHEDULE B INDEMNIFICATION PROVISIONS Bylaws Provision Indemnification Section _____. Unless otherwise provided in the Articles of Incorporation, the Corporation shall indemnity its officers, agents and Directors to the full extent permitted by the General Corporation Law of Nevada. The protection and indemnification provided hereunder shall not be deemed exclusive of any other rights to which such Director, agent or officer or former Director or officer or such person may be entitled under any agreement, insurance policy, vote of stockholders or otherwise. Articles of Incorporation Provision ARTICLE _____ Section 1. Limitation of Personal Liability. The personal liability of the directors of the corporation is hereby eliminated to the fullest extent permitted by the General Corporation Law of the State of Nevada, as the same may be amended and supplemented. Section 2. Indemnification. The corporation shall, to the fullest extent permitted by the General Corporation Law of the State of Nevada, as the same may be amended and supplemented, indemnify the directors and officers of the corporation from and against any and all of the expenses, liabilities, or other matters referred to in or covered by said Law, and the indemnification provided - 9 - for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any Bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity while holding such office, and shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors, and administrators of such person. - 10 - EX-10.02 13 VOXCOM HOLDINGS, INC. 1997 STOCK BONUS PLAN VOXCOM HOLDINGS, INC. 1997 STOCK BONUS PLAN ARTICLE I GENERAL 1.1 Purpose of the Plan. The purpose of the Voxcom Holdings, Inc. 1997 Stock Bonus Plan (the "Plan") is to assist Voxcom Holdings, Inc., a Nevada corporation (the "Company") in securing and retaining key persons of outstanding ability to serve the Company as key professional and consulting personnel by making it possible to offer them shares of registered common stock in lieu of fees in order to conserve the Company's cash and thereby increase their efforts for the Company's welfare through participation or increased participation in the ownership and growth of the Company. 1.2 Definitions. (a) "Award" means a grant of shares to a Participant under the Plan. (b) "Board of Directors" or "Board" means the Board of Directors of the Company. (c) "Code" means the Internal Revenue Code of 1986, as amended. (d) "Common Stock" means the Common Stock of the Company. (e) "Grantee" means a Participant to whom an Award is granted under the Plan. (f) "Participant" means any person, including consultants and directors, who is designated a Participant and is or is expected to be instrumental in promoting the business of the Company. (g) "Term" means the period during which a particular option may be exercised as determined by the Committee and as provided in the option agreement. - 1 - 1.3 Administration of the Plan. The Plan shall be administered by the Board of Directors. The Board shall have the power to interpret and apply the Plan and to make regulations for carrying out its purpose. More particularly, the Board shall determine which Participants shall be granted shares and the terms of such grants. Determinations by the Board under the Plan (including, without limitation, determinations of the person to receive Awards, the form, amount and timing of such Awards, and the terms and provisions of such Awards and the agreements evidencing same) need not be uniform and may be made by it selectively among persons who receive, or are eligible to receive, Awards under the Plan, whether or not such persons are similarly situated. 1.4 Shares Subject to the Plan. The total number of shares that may be issued to Consultants under the Plan shall not exceed 750,000 shares of Common Stock. Shares issued pursuant to the Plan may be either unissued shares of Common Stock or reacquired shares of Common Stock held in treasury. 1.5 Terms and Conditions of Awards. All Awards shall be evidenced by agreements in such form as the Board of Directors shall approve from time to time subject to the provisions of Article II and Article III, as appropriate, and the following provisions: (a) Grant Price. The grant price of Common Stock shall be the par value of the Common Stock on the date of grant, which the Board of Directors has established as the fair market value of the shares on such date.. (b) Grantee. Awards of Common Stock may be made only to individuals or one-person service corporations who render bona fide legal, professional or consulting services to the Company. No Awards may be made as compensation for any efforts of such persons to raise capital for the Company. (c) Regulation. The Common Stock subject to the Plan shall be registered with the Securities and Exchange Commission under a Form S-8 registration statement. (d) Taxation. Shares of Common Stock issued under the Plan will be taxable to the Grantees in the amount of their fair market value, and the Company will provide each Grantee with a Form 1099 to report such issuance. - 2 - (e) Additional Provisions. Each award agreement may contain such other terms and conditions not inconsistent with the provisions of the Plan, including the payment of cash amounts, as the Board of Directors may deem appropriate from time to time. 1.6 Compliance with Rule 16b-3. It is intended that the provisions of the Plan and any Award shall comply in all respects with the terms and conditions of Rule 16b-3 under the Securities Exchange Act of 1934, as in effect on July 1, 1997 and as amended, or any successor provisions, as it relates to persons subject to the reporting requirements of Section 16(a) of such Act. To the extent that any provision hereof is found not to be in compliance with such rule as it relates to such Act, such provision shall be deemed to be modified so as to be in compliance with such rule, or if such modification is not possible, shall be deemed to be null and void, as it relates to such Grantee. ARTICLE II ADDITIONAL PROVISIONS 2.1 Board Approval. The Plan has been approved by the unanimous consent of the Board of Directors of the Company. 2.2 Compliance with Other Laws and Regulations. The Plan and the obligation of the Company to sell and deliver shares under the Plan, shall be subject to all applicable Federal and state laws, rules, and regulations and to such approvals by any government or regulatory agency as may be required. The Company shall not be required to issue or deliver any certificates for shares of Common Stock prior to (a) the listing of such shares on any stock exchange on which the Common Stock may then be listed and (b) the completion of any registration or qualification or exemption of such shares under any Federal or state law, or any ruling or regulation of any government body which the Company shall, in its sole discretion, determine to be necessary or advisable. - 3 - 2.3 Amendments. The Board of Directors may discontinue the Plan at any time, and may amend it from time to time. Other than as expressly permitted under the Plan, no outstanding Award may be revoked or altered in a manner unfavorable to the Grantee without the consent of the Grantee. 2.4 Withholding. Whenever the Company proposes or is required to issue or transfer shares of Common Stock under the Plan, the Company shall have the right to require the Grantee to remit to the Company an amount sufficient to satisfy any Federal, state or local withholding tax liability in such form as the Company may determine or accept in its sole discretion, including payment by surrender or retention of shares of Common Stock prior to the delivery of any certificate or certificates for such shares. 2.5 Effective Date; Duration. The Plan shall become effective as of August 15, 1997 pursuant to Board of Director approval received effective such date and shall expire on September 30, 1997. ARTICLE IV AWARDS Subject to all of the terms and provisions of the Plan, the Board has granted Awards to the following persons in the following amounts: Name Shares Purchase Price Rick Graf 150,000 $15.00 Gwynda Gee 12,500 1.25 Miah Dover 12,500 1.25 Ronald L. Brown 50,000 5.00 Kim Crowther 100,000 10.00 Brian Jensen 100,000 10.00 Herbert Sievers 150,000 15.00 - 4 - EX-10.03 14 PURCHASE MONEY SECURITY AGREEMENT PURCHASE MONEY SECURITY AGREEMENT VOXCOM SALES, LLC, d/b/a AMERAPRESS, INC., 203 S. ECTOR, EULESS, TX 76040 (hereinafter called "Debtor") a corporation, hereby grants to General Binding Corporation (hereinafter called "GBC") a purchase money security interest in the following goods described as: Equipment: GBC VULCAN II SYSTEM (Versa Feeder; Vulcan II Laminator and Vulcan II Cutter) Serial # 97V2012cas together with all equipment, parts, accessories, attachments and replacements thereof and additions thereto, whether now owned or hereafter acquired by Debtor, and the proceeds thereof (hereinafter collectively called "Collateral"), to secure (1) payment of a note dated 3/27/97 executed and delivered by Debtor to GBC in the sum of ($76,711 (SEVENTY SIX THOUSAND, SEVEN HUNDRED AND ELEVEN DOLLARS, U.S.) payable as to principal and interest as therein provided (the "Note"); (2) further advances which may be made by GBC to Debtor; (3) all other liabilities (primary, secondary, direct, contingent, sole, joint or several) due or to become due to GBC and (4) performance by Debtor of the agreements hereinafter set forth. DEBTOR REPRESENTS, WARRANTS AND AGREES AS FOLLOWS: 1. The Collateral will be used by Debtor primarily in the business of the Debtor. 2. Debtor agrees to pay GBC: (a) the sums evidenced by the promissory note executed pursuant to this agreement in accordance with the terms of the agreement and of the Note; (b) all sums, including reasonable attorney's fees and legal expenses, paid or incurred by GBC in pursuing any of its rights and remedies or in remedying any default pursuant to this agreement, together with interest thereon at the rate stipulated in the note or notes from the date the same shall have been paid; and (c) at GBC's option, the entire unpaid indebtedness to GBC, whether created or incurred pursuant to this agreement or otherwise, upon Debtor's default or if GBC reasonably deems itself insecure. 3. Debtor will not move the Collateral from the address of Debtor set forth above without the express written consent of GBC. 4. Debtor is the owner of the Collateral free and clear of all liens and security interests. Debtor will defend the Collateral against the claims and demands of all persons. 5. Debtor will pay GBC all amounts secured hereby as and when the same shall be due and payable, whether at maturity, by acceleration or otherwise, or when GBC deems itself insecure for any reason, and will perform all terms of this or any other security or loan agreement between Debtor and GBC, and will discharge all said liabilities. 6. Debtor will at all times keep the Collateral insured against all insurable hazards in amounts equal to the full cash value of the Collateral. Such insurance shall be in such companies as may be acceptable to GBC, with provisions satisfactory to GBC for payment of all losses thereunder to GBC as its interest may appear, and if required, to deposit the policies with GBC. Any money received by GCS under said policies may be applied to the payment of any indebtedness secured hereby, whether or not due and payable, or at GBC's option may be delivered by GBC to Debtor for the purpose of repairing or restoring the Collateral. Debtor assigns to GBC all right to receive proceeds of insurance not exceeding the amounts secured hereby, directs any insurer to pay all proceeds directly to GBC, and GBC is appointed Debtor's Attorney in Fact to endorse any draft or check made payable to Debtor in order to collect the benefits of such insurance. If Debtor fails to keep the Collateral insured as required by GBC, GBC shall have the right to obtain such insurance at Debtor's expense and add the cost thereof to the other amounts secured hereby. 7. Debtor will keep the collateral in good condition and repair and will pay and discharge all taxes, levies and other impositions levied thereon as well as the costs of repairs to or maintenance of same, and will not permit anything to be done that may impair the value of any of the Collateral. If Debtor fails to pay such sums, GBC may do so for Debtor's account and add the amount thereof to the other amounts secured hereby. 8. GBC is authorized to do all things which it deems necessary to perfect and continue perfecting the security interest created hereby and to protect the Collateral. 9. Debtor will not sell, exchange, lease or otherwise dispose of any of the Collateral without the prior written consent of GBC; permit any liens or security interest to attach to any of the Collateral except that created by this agreement; permit any of the Collateral to be levied upon under any legal process; or permit anything to be done that may impair the security intended to be afforded by this agreement. The inclusion of proceeds in this agreement does not authorize Debtor to sell, dispose of or otherwise use the Collateral in any manner not specifically authorized by the agreement. 10. Debtor shall be in default under this agreement: (a) when it has made any misstatement in connection with or has failed to pay or perform any of its obligations, agreements or affirmations under this or any other security agreement with GBC; (b) when any event occurs which results in acceleration of the maturity of the indebtedness of Debtor under any agreement with any person; (c) upon the dissolution, termination of existence or business failure of Debtor, or the appointment of a receiver for any part of the property of, assignment for the benefit of creditors by, or the commencement of any proceeding in bankruptcy or insolvency by or against, Debtor or any surety for Debtor; or (d) when GBC in good faith deems itself insecure and its prospect of payment impaired. Until default in any of the items hereof, or the terms of any indebtedness secured hereby, or until GBC deems itself insecure, Debtor shall be entitled to possession of the Collateral and to use the same in any lawful manner, provided that such use does not cause excessive wear and tear to the Collateral, cause it to decline in value at any excessive rate, or violate the terms of any policy of insurance thereon. UPON DEFAULT, all sums secured hereby shall immediately become due and payable at GBC's option without notice to Debtor, and GBC may proceed to enforce payment of same and to exercise any or all rights and remedies provided by the Uniform Commercial Code of TEXAS or other applicable law, as well as all other rights and remedies possessed by GBC all of which shall be cumulative. Whenever Debtor is in default hereunder, and upon demand by GBC, Debtor shall assemble the Collateral and make it available to GBC at a place reasonably convenient to GBC and Debtor. Any notice of sale, lease or other intended disposition of the Collateral by GBC sent to Debtor at the address specified above, or at such other address of Debtor as may be shown on records, at least five (5) days prior to such action, shall constitute reasonable notice to Debtor. GBC warranties the equipment for one (1) year on all non-wear parts and labor, GBC warrants that any upgrades to the system that become available and are necessary for performance of the equipment will be installed during the twelve (12) month warranty period. GBC may waive any fault before or after the same has been declared without impairing its right to declare a subsequent default hereunder, this right being a continuing one. If any provision of this agreement is held invalid, such invalidity shall not affect the validity or enforceability of the remaining provisions of this agreement. This agreement shall be governed by and interpreted under the laws of TEXAS. This agreement shall inure to the benefit of GBC's successors and assigns and shall bind Debtor's heirs, representatives, successors and assigns. IN WITNESS WHEREOF this agreement has been executed this 27th day of March, 1997. GENERAL BINDING CORPORATION VOXCOM SALES LLC d/b/a AMERAPRESS, INC. By:/s/ Robert O'Connor By:/s/ Don McLellan --------------------------------------- ------------------------ Robert O'Connor, General Manager - GBC Film Products Attest:/s/ Maurica Ferguson By:/s/ Jim Barnes -------------------- --------------------------------------- Jim Barnes, Controller Indebtedness Amount: $76,711 Date: 27th March 1997 PROMISSORY NOTE FOR VALUE RECEIVED, the undersigned promises to pay to the order to GENERAL BINDING CORPORATION ("GBC"), a Delaware corporation, or assigns the principal sum of $76,711 (SEVENTY SIX THOUSAND, SEVEN HUNDRED AND ELEVEN DOLLARS, U.S.) in accordance with, and pursuant to the terms set forth on Exhibit A attached hereto and made a party hereof. 1. This Note is secured by a security agreement bearing even date (the "Security Agreement") herewith covering certain equipment purchased from GBC by the undersigned. 2. In the event of default in payment of installments when due or non-payment or principal and interest at maturity or in the event of the undersigned's failure to perform any other covenant, term or condition contained in this Note or on Exhibit A attached hereto, or the Security Agreement, GBC may at its option without notice or demand declare the entire principal plus accrued interest, together with any advances to be immediately due and payable. Any such amounts then due shall bear interest at a default rate of 12 percent per annum, from the time of such default without further notice. The undersigned shall also pay to GBC any costs and expenses, including reasonable attorney's fees, incurred by GBC in the enforcement or this Note. 3. The undersigned may, at any time, and from time to time, without the payment of penalty or premium, prepay the principal indebtedness of this Note in whole or in part. 4. No delay on the part of GBC in the exercise of any right or remedy shall operate as a waiver thereof, no single or partial exercise thereof or the exercise of any other right or remedy, nor shall a waiver on one occasion be construed as a bar to, or waiver of any right on any future occasion. 5. This Note shall inure to an be binding upon the respective heirs, executors, administrators, successors, and assigns of the parties hereto. 6. This Note shall be governed by, and interpreted in accordance with, the laws of the TEXAS. 7. Each of the undersigned hereby severally waives demand, presentment, notice of dishonor and protest of this Note. 8. This Note shall be payable as set forth in Exhibit A or at such other address as GBC shall designate in writing. VOXCOM SALES, LLC d/b/a AMERAPRESS, INC. By:/s/ --------------------------------- President Attest:/s/ ----------------------------- Secretary EXHIBIT A This Exhibit A is incorporated into and specifically made a part of a Promissory Note dated 27th March 1997 (the "Note") from VOXCOM SALES, LLC d/b/a AMERAPRESS, INC. ("Debtor") to General Binding Corporation ("GBC"). The principal set forth in the Note is payable in twelve (12) quarterly payments of $6,392.58 (SIX THOUSAND, THREE HUNDRED, NINETY-TWO DOLLARS AND FIFTY-EIGHT CENTS, U.S.). The total amount due under the first such installment shall be paid in full not later than three (3) months from the date hereof; the following installments shall be paid every three (3) months thereafter from the first installment due date. Debtor shall pay, in whole or in part, the amount due GBC through purchases of laminating film (the "Film") from GBC. Debtor agrees that in each three (3) month period during which an installment of principal is due (an "Installment Period") it will issue its purchase orders to, and purchase from GBC, Film at a premium price which shall be $.0511 per MSI above GBC's standard customer price for Film. The $.0511 per MSI premium paid for said Film will be applied to the principal amount due during each Installment Period. If during any Installment Period Debtor does not purchase and pay for a sufficient quantity of Film to satisfy the principal amount doe for that Installment Period, then the remaining balance of principal for that Installment Period shall be paid to GBC in cash within thirty (30) days of invoice by GBC. VOXCOM SALES, LLC d/b/a AMERAPRESS, INC. ---------------------------------------- By:/s/ ------------------------------------ EX-10.04 15 COMPROMISE, RELEASE AND SETTLEMENT AGREEMENT UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF TEXAS FORT WORTH DIVISION FEDERAL TRADE COMMISSION, ) ) Plaintiff, ) ) v. ) CIVIL ACTION NO. 4-98CV-0143A ) AMERAPRESS, INC., et al., ) ) Defendants. ) COMPROMISE, RELEASE AND SETTLEMENT AGREEMENT WHEREAS, Plaintiff, the Federal Trade Commission ("FTC" or "Commission"), commenced this action by filing a Complaint pursuant to Section 13(b) of the Federal Trade Commission Act ("FTC Act"), 15 U.S.C. ss. 53(b) ; and WHEREAS, the Defendants answered and denied all material allegations and filed a Counterclaim alleging certain causes of action; and WHEREAS, the Commission and Defendants have agreed to the entry of an Agreed Final Order by the Court, in the form attached hereto as Exhibit 1, in order to resolve all matters in dispute between them in this action; and WHEREAS, the Commission and Defendants have consented to entry of this Agreed Final Order without trial, and it is stipulated that Defendants, by agreeing to the entry of this Agreed Final Order, do not admit to any violation of any law, statute, rule or regulation or to the commission of any wrongful act, and the Commission, by agreeing to the entry of this Agreed Final Order, does not admit to any violations of law, statute, rule or regulation, or to the commission of any wrongful act, 1 but instead denies any violations or wrongdoing. I. For the purpose of this Agreement, the term "Defendants" means AmeraPress, Inc. ("AmeraPress"), Voxcom Sales, LLC, The Home Business Group, Inc. ("HBG"), Lawrence R. Biggs, Jr., Kim Crowther and Donald G. McLellan, as well as Vendworx, Inc. ("Vendworx"), Brian Jensen, Gwynda Gee, and Scott Freda, as additional parties the Commission sought leave to add as Defendants to the lawsuit (but which leave the Court denied), whether acting directly or through any entity, corporation, subsidiary, division, or other device. II. IT IS HEREBY AGREED that Defendants will pay the sum of FOUR HUNDRED THOUSAND DOLLARS ($400,000.00), on or before May 15, 1998, to be used by the Commission to pay refunds to consumers of AmeraPress' goods and services, including those whose refunds have been previously approved, but not paid, by AmeraPress as of April 6, 1998. Defendants will pay an additional SIXTY-FIVE THOUSAND DOLLARS ($65,000.00) on or before May 15, 1998 which will be used by the Commission to pay refunds to consumers of HBG's goods and services, including those whose refunds have been previously approved, but not paid, by HBG as of April 6, 1998. Defendants will also pay to the Commission THIRTY-FIVE THOUSAND DOLLARS ($35,000) on or before May 15, 1998 which may be used by the Commission for consumer redress or its administrative expenses in connection herewith. These payments are being made in order to compromise and settle this lawsuit. III. As consideration for the agreements recited herein, the Federal Trade Commission hereby 2 releases the Defendants, each of their officers, agents, employees, representatives, shareholders, attorneys and board members from any and all liability, whether known or unknown, which was or could have been raised in the lawsuit referenced above for any acts or omissions regarding the advertising, offering for sale, licensing, contracting, sale, or other promotion of a business venture by AmeraPress, HBG, and/or Vendworx up to and including the day on which this agreement is signed. The parties intend this to be a global, all encompassing release. IV. IT IS FURTHER AGREED that, within five business days after receipt of the Agreed Final Order as entered by the Court, each Defendant shall submit to the Commission a truthful sworn statement that shall acknowledge receipt of the Agreed Final Order, noting date of receipt and attaching a copy of the Agreed Final Order received. V. IT IS FURTHER AGREED that if the Commission, in its sole discretion, determines that redress is wholly or partially impractical, any funds not so used shall be deposited in the United States Treasury. The Commission, in its sole discretion, may use a designated agent to administer consumer redress, and may in its sole discretion extend the deadline for accepting claims. Defendants waive any right to contest the disposition of the funds paid pursuant to the terms of this Agreement. All payments made to consumers as described herein shall be conditioned on consumers releasing Defendants for all claims related to the purchase of goods and services from Defendants. Defendants agree to cooperate with the Commission, as the Commission may request, in the administration of any redress procedures, and upon request agree to review and product information concerning the validity of consumer redress claims made. The Commission agrees to provide to 3 Defendants AmeraPress and HBG lists of consumers accepting payment from the funds, and copies of the front and back of the checks by which consumers have been paid, showing the name and address of the consumer, the amount of payment and the signature on the release. IV. IT IS FURTHER AGREED that each of the notices any party is required to give to another pursuant to this Agreement shall identify this action by its name and case number, and be addressed: (1) if to the Federal Trade Commission, to: Associate Director, Division of Marketing Practices, Federal Trade Commission, Washington, D.C. 20580 (2) if to Defendants, to: Lawrence R. Biggs, Jr., 8115 Preston Road, Suite 800E, Dallas, Texas 75225, or to those addresses of Defendants as may be forwarded to the Federal Trade Commission at the above address from time to time. VII. Plaintiff agrees that, before seeking any civil remedies against any of the Defendants in the future regarding the advertising, offering for sale, licensing, contracting, sale, or other promotion of a business venture by AmeraPress, HBG, and/or Vendworx it will provide at least ten (10) days written notice to each of such Defendants at issue, setting forth a date, time and place where such civil remedy may be sought. The Commission further agrees that, before or during this ten day period, it will meet and confer with the Defendant(s) at issue and such person(s)' attorneys. AGREED: /s/ Hugh Stevenson Dated: April 7, 1998 - -------------------------------------------- HUGH STEVENSON Acting Deputy Director, Bureau of Consumer Protection Federal Trade Commission 4 ATTORNEYS FOR PLAINTIFF FEDERAL TRADE COMMISSION This Agreement is being signed on behalf of the Federal Trade Commission by Hugh Stevenson, Acting Deputy Director of the Bureau of Consumer Protection of the Federal Trade Commission, who, by signing this Agreement, represents that he approves this Agreement on behalf of the Director of Bureau of Consumer Protection of the Federal Trade Commission, and will recommend and use his best efforts to obtain the approval of the Federal Trade Commission by 5:00 p.m., Central Daylight Savings Time on Thursday, April 9, 1998. If the Federal Trade Commission approves this Agreement and the Agreed Final Order by 5:00 p.m., Central Daylight Savings Time on Thursday, April 9, 1998, counsel for the Federal Trade Commission will notify the Defendants in writing, by facsimile transmission to Mark Enoch by 6:00 p.m., Central Daylight Savings Time on Thursday, April 9, 1998. [COMPANY SIGNATURE PAGES OMITTED] 5 EX-11.01 16 STATEMENT VOXCOM HOLDINGS, INC. Statement regarding computation of earnings per share. The computation of earnings per share can be clearly determined from the information provided in the consolidated financial statements included in the Form 10SB. During a loss period, the assumed exercise of stock options have an antidilutive effect. As a result, these shares are not included in the weighted average shares outstanding until actual conversion to common stock occurs. EX-21.01 17 SUBSIDIARIES VOXCOM HOLDINGS, INC. Subsidiaries AmeraPress, Inc., a Nevada corporation Voxcom Systems, Inc., a Delaware corporation MAXpc Technologies, Inc., a Texas corporation Home Business Group, Inc., a Nevada corporation All subsidiaries are wholly owned by the Company EXHIBIT 27.01
Appendix A to Item 601(c) of Regulation S-B Commercial and Industrial Companies Article 5 of Regulation S-X Item Number Item Description 5-02(1) cash and cash items 241,884 5-02(2) marketable securities -- 5-02(3)(a)(1) notes and accounts receivable-trade -- 5-02(4) allowances for doubtful accounts -- 5-02(6) inventory 381,952 5-02(9) total current assets 1,469,275 5-02(13) property plant and equipment 876,076 5-02(14) accumulated depreciation 164,835 5-02(18) total assets 3,327,546 5-02(21) total current liabilities 2,623,502 5-02(22) bonds, mortgages and similar debt -- 5-02(28) preferred stock-mandatory redemption -- 5-02(29) preferred stock-no mandatory redemption 8,000,000 5-02(30) common stock 557 5-02(31) other stockholders' equity (7,296,513) 5-02(32) total liabilities and stockholders' equity 3,327,546 5-03(b)1(a) net sales of tnagible products 12,287,356 5-03(b)1 total revenues 12,287,356 5-03(b)2(a) cost of tangible goods sold 1,410,316 5-03(b)2 total costs and expenses applicable sales and revenues 8,745,123 5-03(b)3 other costs and expenses -- 5-03(b)5 provision for doubtful accounts and notes -- 5-03(b)(8) interest and amortization of debt discount 140,412 5-03(b)(10) income before taxes and other items 1,991,505 5-03(b)(11) income tax expense 736,857 5-03(b)(14) income/loss continuing operations 1,254,648 5-03(b)(15) discontinued operations -- 5-03(b)(17) extraordinary items -- 5-03(b)(18) cumulative effect-changes in accounting principles -- 5-03(b)(19) net income or loss 1,254,648 5-03(b)(20) earnings per share-primary 0.24 5-03(b)(20) earnings per share-fully diluted --
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