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(Address of Principal Place of Business or Intended Principal Place of Business)

Approximate date of proposed sale to the public: As soon as practicable after this registration statement becomes effective and all other conditions to the proposed share exchange described herein have been satisfied.

If any of the Securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o


(1)	Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457 under the Securities Act, as amended.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Rainwire Partners, Inc., a Delaware corporation (“Rainwire”) and Oasis Group, Inc., a Georgia corporation (“Oasis”) have entered into an Amended and Restated Plan and Agreement to Exchange Stock (the “Share Exchange Agreement”), whereby Oasis common Stockholders will receive one share of Rainwire common stock for every 2.5 shares of Oasis common stock they own (the “Share Exchange”). Upon completion of the Share Exchange, the current president of Rainwire will resign and be replaced by the current president of Oasis and one member of the Oasis board of directors designated by Oasis will be appointed to the board of directors of Rainwire. In addition, upon completion of the Share Exchange, Rainwire’s name will be change to Oasis. Oasis intends to apply to change its symbol on the OTC Bulletin Board to “ .” The Board of Directors of both corporations believe that the Share Exchange will benefit the Stockholders of both corporations.

Rainwire’s common stock is listed on the OTC Bulletin Board under the symbol “RNWR” and closed at $ per share on , 2002.

The Board of Directors of Oasis and Board of Directors and Stockholders of Rainwire have approved the Share Exchange Agreement and the Board of Directors of Oasis has recommended that its Stockholders approve the Share Exchange Agreement as described in the attached materials. In addition, the Board of Directors and majority of the Stockholders of Rainwire have approved various amendments to Rainwire’s Amended and Restated Certificate of Incorporation, which include a one-for-twenty reverse split of Rainwire’s common stock, an increase of the number of authorized shares of common stock of Rainwire to 100,000,000, a change in the name of Rainwire to Oasis Group, Inc., and to adopt Rainwire’s 2000 Stock Option Plan.

Oasis’ shareholders will receive a total of 16,289,141 shares of Rainwire in the Share Exchange, and will own approximately 94.25% of the aggregate issued and outstanding common stock of Rainwire immediately following the Share Exchange and reverse split, which will occur immediately prior to the Share Exchange. The current shareholders of Rainwire will retain approximately 5.75% of the aggregate issued and outstanding stock on a fully-diluted basis.

Based on the closing prices of Rainwire common stock on December 18, 2001, the day before the Amended and Restated Share Exchange Agreement was executed, and , 2002, the date of this Information Statement/ Proxy Statement/ Prospectus, which were $0.05 and $ , respectively, and the reverse split of 20 to 1 for the Rainwire common stock and exchange ratio of one share of Rainwire for every 2.5 shares of Oasis, Oasis shareholders will receive a number of shares of Rainwire common stock with a per share value of $0.40 or $ , respectively, and a total transaction value of $ and $ , respectively. As of March 31, 2002, Oasis had $297,277 in assets and $595,024 in liabilities.

The Board of Directors of Rainwire and Oasis have recommended that their Shareholders approve the foregoing. Information concerning all of the foregoing is contained in this Information Statement/ Proxy Statement/ Prospectus. We urge you to read this material, including the Section describing “Risk Factors” that begins on page [ ].

THIS TRANSACTION HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SEC OR ANY STATE SECURITIES COMMISSION PASSED UPON THE FAIRNESS OR THE MERITS OF SUCH TRANSACTION NOR UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

This Information Statement/ Proxy Statement/ Prospectus is dated [ ], 2002, and is first being mailed to Rainwire and Oasis stockholders on or about [ ], 2002.

WE ARE NOT ASKING YOU FOR YOUR PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY. THE ACTIONS DESCRIBED BELOW HAVE ALREADY BEEN APPROVED BY WRITTEN CONSENT OF HOLDERS OF A MAJORITY OF RAINWIRE PARTNERS, INC.’S OUTSTANDING SHARES OF VOTING STOCK. A VOTE OF THE REMAINING STOCKHOLDERS IS NOT NECESSARY. PLEASE DO NOT SEND IN ANY OF YOUR SHARE CERTIFICATES AT THIS TIME.

Pursuant to the requirements of Section 14(c) of the Securities Exchange Act of 1934 and Section 228(d) of the General Corporation Law of the State of Delaware (the “Delaware Corporation Law”), this information statement is being mailed on or about , 2002 to holders of record as of , 2001 (the “Record Date”) of shares of common stock, par value $0.001 (“Common Stock”), of Rainwire Partners, Inc., a Delaware corporation (the “Company” or “Rainwire”). It is being furnished in connection with the following:


	1. To approve an amendment to Rainwire’s Amended and Restated Certificate of Incorporation to reverse split the Company’s common stock on a one-for-twenty basis;

	2. To approve an amendment to Rainwire’s Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock to 100,000,000;

	3. To approve the issuance of up to 16,289,141 shares of Rainwire common stock to the Stockholders of Oasis Group, Inc. (“Oasis”) in exchange for all of the Shares of the outstanding common stock of Oasis. As a result of the Share Exchange, Oasis will become a wholly-owned subsidiary of Rainwire;

	4. To approve an amendment to Rainwire’s Amended and Restated Certificate of Incorporation to change the name of the Company to Oasis Group, Inc.; and

	5. To approve Rainwire Partner Inc.’s 2000 Stock Option Plan and reserve 1,050,000 Shares for issuance under the Plan.

A written consent executed by the Majority of the Shareholders of Rainwire approving the Share Exchange Agreement was executed on December 20, 2001.

The closing date of the Share Exchange Agreement is dependent upon the completion and satisfaction of required shareholder consents and notifications.

NOTICE IS HEREBY GIVEN THAT a special meeting of stockholders of Oasis Group, Inc., will be held at [ ] on [ ], at [ ] local time, to consider and vote upon the following matters:


	A. To approve and adopt the Amended and Restated Plan and Agreement to Exchange Stock by and between Rainwire Partners, Inc. and Oasis Group, Inc., dated as of December 19, 2001, in accordance with the terms of the Share Exchange Agreement and the transactions contemplated by the Share Exchange Agreement. A copy of the Share Exchange Agreement is attached as Annex A to the Information Statement/ Proxy Statement/ Prospectus.

	B. To act upon the postponement or adjournment of the special meeting, if necessary, to permit further solicitation of proxies in the event there are not sufficient votes at the time of the special meeting to approve the proposal in item (1) above; and

	C. To transact such other business as may properly come before the special meeting.

The Board of Directors has fixed the close of business on [ ], 2002 as the record date for determination of stockholders entitled to notice and to vote at the special meeting.

It is important that the enclosed proxy card be signed, dated and promptly returned in the enclosed envelope so that your shares will be represented whether or not you plan to attend the special meeting. Do not send your stock certificates with your proxy card.

RAINWIRE FILES DOCUMENTS FROM TIME TO TIME WITH THE SECURITIES AND EXCHANGE COMMISSION THAT HAVE NOT BEEN INCLUDED IN OR DELIVERED WITH THIS DOCUMENT. THIS INFORMATION IS AVAILABLE AT THE INTERNET WEBSITE THE SEC MAINTAINS AT HTTP:// WWW.SEC.GOV, AS WELL AS FROM OTHER SOURCES. SEE “WHERE YOU CAN FIND MORE INFORMATION” ON PAGE .

YOU MAY ALSO REQUEST COPIES OF THESE DOCUMENTS FROM US, WITHOUT CHARGE, UPON WRITTEN OR ORAL REQUEST TO RAINWIRE OR OASIS AT 8215 ROSWELL ROAD, SUITE 925 ATLANTA, GEORGIA 30350, (770) 522-8181, ATTENTION: PEGGY A. EVANS, WHICH WILL BE SENT BY FIRST CLASS MAIL WITHIN ONE BUSINESS DAY OF RECEIPT OF SUCH REQUEST. IN ORDER TO RECEIVE TIMELY DELIVERY OF THESE DOCUMENTS, YOU MUST MAKE YOUR REQUESTS NO LATER THAN .

The statements contained in this Information Statement/ Proxy Statement/ Prospectus that are not historical facts are forward-looking statements under the federal securities laws. These forward-looking statements, are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. Actual outcomes and results may differ materially from what is expressed in, or implied by, such forward-looking statements. Rainwire and Oasis undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Among the important factors that could cause actual results to differ materially from those expressed in, or implied by, the forward-looking statements are changes in general economic conditions, increased or unexpected competition, costs related to the proposed share exchange, failure to obtain required stockholder or regulatory approvals or the share exchange not closing for any other reason, failure of the combined company to retain and hire key employees, difficulties in successfully integrating the parties’ businesses and technologies and other matters disclosed in Rainwire’s filings with the Securities and Exchange Commission. Investors are strongly encouraged to review Rainwire’s annual report on Form 10-KSB, for the year ended December 31, 2001 and other reports on file with the Securities and Exchange Commission for a discussion of risks and uncertainties that could affect operating results and the market price of the company’s stock.

This summary highlights very important information in this Information Statement/ Proxy Statement/ Prospectus and may not contain all of the information that is important to you. Even though we have highlighted what we believe is the most important information, you should carefully read the entire Information Statement/ Proxy Statement/ Prospectus for a more complete understanding of the Share Exchange and related transactions, including the annexes and other documents to which we have referred you. You should also review the additional information about Rainwire on file with the Securities and Exchange Commission referred to in “Where You Can Find More Information”, which begins on page [ ] of this Information Statement/ Proxy Statement/ Prospectus.

The acquisition of Oasis will be effected as a stock exchange whereby the shareholders of Oasis will receive shares of Rainwire and Oasis will become a wholly-owned subsidiary of Rainwire. The shareholders of Oasis will hold approximately 94.25% of the outstanding shares of the Company and the current shareholders of Rainwire will retain approximately 5.75% ownership on a fully-diluted basis. The Share Exchange Agreement is attached as Annex A to this Information Statement/ Proxy Statement/ Prospectus. We encourage you to read the Share Exchange Agreement. It is the principal document governing the Share Exchange. See “The Acquisition of Oasis Group, Inc.” and “Annex A: Plan and Agreement to Exchange Stock.”

Rainwire Partners, Inc. is a Delaware corporation with its principal offices located at 8215 Roswell Road, Suite 925, Atlanta, Georgia 30350. Rainwire was incorporated on May 10, 1991, and as of December 31, 2000, it had adopted a plan to discontinue its operations and liquidate its assets. See “Background Information on Rainwire Partners, Inc.”

Oasis Group, Inc. is a privately-held Georgia corporation with its principal offices located at 8215 Roswell Road, Suite 925, Atlanta, Georgia 30350. Oasis is currently in the development stage of its business and has entered into, and intends to continue to enter into various agreements to implement its business plan. Oasis’ business plan consists of straightforward real estate golf resort and residential communities development, commercial and residential land acquisition for development, acquisition of commercial property, acquisition of developable land holdings for use or future sale, acquisition of existing resort and golf club communities and acquisition of a mortgage operation to compliment the residential development sales with added services. See “Background Information on Oasis Group, Inc.”

In August 2001, the corporate offices of Rainwire were transferred to Oasis’ corporate offices. Until the closing of the Share Exchange, Oasis has agreed to allow Rainwire to use Oasis’ offices on a rent free basis, although the parties have not entered into a formal agreement. Upon completion of the Share Exchange, Rainwire and Oasis will share their corporate office space.

Upon completion of the Share Exchange, Lyne Marchessault will resign as President of Rainwire, and Ronald A. Potts will be appointed President and Chief Executive Officer of Rainwire. Following the Share Exchange, Rainwire’s corporate officers will consist of Ronald A. Potts, President and Chief Executive Officer, Peggy A. Evans, Chief Financial Officer and Secretary.

Upon completion of the Share Exchange, Ronald A. Potts will be appointed to the Board of Directors of Rainwire. Following the Share Exchange, Rainwire’s Board of Directors will consist of Lyne Marchessault, Michael McLaughlin, John Hill and Ronald A. Potts.

Upon completion of the Share Exchange, Rainwire’s operations will consist of those operations of Oasis. Oasis is a development stage company that’s business plan includes acquiring, owning, developing and selling parcels of undeveloped property and a residential mortgage operation. See “Background Information on Oasis Group, Inc. — Description of Business.”

In connection with the Share Exchange, Rainwire will assign, transfer and deliver to the Oasis shareholders 16,289,141 shares of Rainwire common stock, representing approximately 94.25% ownership of Rainwire on a fully-diluted basis. After issuance of the Rainwire common stock to the shareholders of Oasis, and the one-for-twenty reverse split of Rainwire’s common stock, current Rainwire shareholders will hold as a group, approximately 5.75% of the fully-diluted Rainwire common stock.

Rainwire’s current officers and directors will beneficially own approximately 61.4% of the Rainwire common stock prior to the Share Exchange and 10.9% of the Oasis common stock prior to the Share Exchange. Rainwire’s current officers and directors will beneficially own approximately 13.5% of the combined company’s common stock after the Share Exchange.

Oasis’ current officers and directors will beneficially own approximately 1.5% of the Rainwire common stock prior to the Share Exchange and approximately 23.5% of the Oasis common stock prior to the Share Exchange. Oasis’ current officers and directors will beneficially own approximately 21.5% of the combined company’s common stock after the Share Exchange.

Reasons for the Approval of the Share Exchange Agreement by the Rainwire Board

On December 19, 2001, the Rainwire Board of Directors, unanimously approved the Share Exchange Agreement and determined that the acquisition of Oasis, and the transactions contemplated thereby are in the best interests of Rainwire and its shareholders.

In reaching its decision to approve the Share Exchange Agreement, as well as the reverse stock split and authorized share increase, the Rainwire Board of Directors considered a number of factors. See “The Acquisition of Oasis — Reasons for the Approval of the Rainwire Board.”

Under Section 228 of the Delaware General Corporation Law the above actions can be authorized, provided shareholders holding at least a majority of the outstanding shares of Rainwire entitled to vote on the matter at the Record Date give their written consent thereto. On December 20, 2001, the majority of the shareholders approved the Share Exchange Agreement and the other actions. Accordingly, a vote of the remaining stockholders of Rainwire is not necessary to complete the Share Exchange or other actions.

On December 19, 2001, the Oasis Board of Directors unanimously approved the Share Exchange Agreement and determined that Rainwire’s acquisition of Oasis was in the best interest of Oasis and its shareholders.

In reaching its decision to approve the Share Exchange, the Oasis Board of Directors considered a number of factors. See “The Acquisition of Oasis — Reasons for the Approval of the Oasis Board.

If you are an Oasis shareholder, you may vote at the special meeting if you owned shares of Oasis common stock at the close of business on , 2002. As of the close of business on that day, shares of Oasis common stock were outstanding.

Approval and adoption of the Share Exchange Agreement, the Share Exchange and the other transactions contemplated by the Share Exchange Agreement, and approval of the proposal regarding further solicitation of proxies upon adjournment or postponement of the special meeting requires the affirmative vote of the holders of at least a majority of the outstanding shares of Oasis common stock.

On December 19, 2001, directors and executive officers of Rainwire and their affiliates were entitled to vote approximately 2,231,461 shares of Rainwire common stock, or approximately 22.5% of the shares of Rainwire common stock outstanding on that date. In addition, directors and executive officers of Rainwire were entitled to vote 500,000 shares of Series D Convertible Preferred Stock, which are entitled to a total of 5,000,000 votes, or 10 votes per share. Accordingly, on December 19, 2001, directors and executive officers of Rainwire and their affiliates were entitled to 7,231,461 out of a total of 14,909,886 votes, or 48.5% of the total voting power.

On December 19, 2001, directors and executive officers of Oasis and their affiliates were entitled to vote approximately 11,200,000 shares of Oasis common stock, or approximately 28.5% of the shares of Oasis common stock outstanding on that date.

The interests of certain members of the Board and Management of Rainwire and Oasis could be different than those of other Rainwire and Oasis shareholders. For example, three of the directors were members of both boards during a period of time when the companies were conducting their due diligence and prior to the negotiation of the Amended and Restated Share Exchange Agreement, and certain officers and directors of Rainwire and Oasis own stock in the other company. See “Risk Factors — “Various conflicts of interest existed during the negotiation of the Share Exchange Agreement.”

In addition, certain officers and directors of Rainwire have entered into transactions with Rainwire, including the issuance of common stock in exchange for the satisfaction of $60,000 of debt owed to the officers and/or directors and the issuance of preferred stock to such officers and directors. In addition, certain officers and directors of Oasis and have entered into transactions with Oasis, including the issuance of preferred stock in exchange for the assignment of Real Estate Sale and Purchase Agreements. Moreover, as of December 31, 2001 Oasis had advanced approximately $115,000 to Rainwire. See “The Acquisition of Rainwire Partners, Inc. — Conflicts of Interest” and “The Acquisition of Oasis Group, Inc. — Conflicts of Interest.”

The acquisition of Oasis shall become effective at such time as the Conditions Precedent for closing the Share Exchange Agreement have been either satisfied or waived, and the required Shareholder consents and notifications are completed. See “Annex A: Plan and Agreement to Exchange Stock.”

The Share Exchange Agreement may be terminated by either Rainwire or Oasis prior to the closing under certain circumstances. See “Annex A: Plan and Agreement to Exchange Stock.”

On the date that the Boards of Directors of Rainwire and Oasis approved the Amended and Restated Share Exchange Agreement, December 19, 2001, Rainwire had 19,909,886 shares of common stock outstanding, on a fully-diluted basis, and the most recent closing price for Rainwire’s common stock was $0.05 per share. Accordingly, the Boards of Directors of Oasis and Rainwire agreed upon a valuation of Rainwire of approximately $995,500. Oasis had a total of 40,722,853 shares of its common stock issued and outstanding or reserved for issuance pursuant to agreements that Oasis had entered into, and the Boards of Directors of Rainwire and Oasis had agreed upon a valuation of Oasis, based on the value of real property and businesses that Oasis had agreements to acquire, of approximately $16,000,000. In order to maintain the respective valuations, but reduce the total number of shares outstanding after the Share Exchange, the Boards of Directors of Rainwire and Oasis agreed to a twenty-to-one reverse split of Rainwire’s common stock and an exchange ratio of 2.5 shares of Rainwire for every share of Oasis.

Accordingly, pursuant to the Amended and Restated Share Exchange Agreement, the Oasis shareholders will receive 16,289,141 shares of Rainwire Common Stock constituting approximately 94.25% of the post acquisition fully-diluted shares of Rainwire Common Stock, and will dilute the current shareholders of Rainwire Common Stock to approximately 5.75% fully-diluted ownership post-exchange.

The acquisition of Oasis and the included transactions contemplated in connection therewith have been structured with the intent that they be tax-free to Rainwire, Oasis and holders of Oasis stock for federal income tax purposes. See “The Acquisition of Oasis Group, Inc. — Federal Income Tax Consequences.”

In addition, the receipt of one share of common stock for every twenty share of common stock held prior to the reverse split as a result of the reverse split by Rainwire’s shareholders should not result in any taxable gain or loss to stockholders for federal income tax purposes.

The federal income tax discussion set forth above is included for general information and may not apply to particular categories of holders of Oasis stock or options subject to special treatment under the federal income tax laws, such as foreign holders and holders whose stock or options were acquired pursuant to the exercise of an employee stock option or otherwise as compensation. In addition, there may be relevant foreign, state, local or other tax consequences, which are not described above. The Oasis shareholders are urged to consult their tax advisors to determine the specific tax consequences of the Share Exchange, including the applicability and effect of foreign, state, local and other tax laws.

The transaction will be accounted for as a reverse acquisition of the fair market value of Rainwire’s stock by Oasis in accordance with generally accepted accounting principles. “See the Acquisition of Oasis — Accounting Treatment.”

Due to the poor financial performance experienced from operations, on December 31, 2000, Rainwire’s management adopted a plan to discontinue its operations and liquidate its assets. See “Background Information on Rainwire Partners, Inc. — Disposition of Current Operations.”

Under Delaware law, Rainwire shareholders have the right to seek an appraisal of the fair market value of their shares in connection with the Share Exchange and other actions. See “Outstanding Stock and Appraisal Rights” and “Annex B: Appraisal Rights Statutes.”

Under Georgia law, Oasis shareholders have the right to seek an appraisal of the fair market value of their shares in connection with the Share Exchange. See “Outstanding Stock and Appraisal Rights” and “Annex B: Appraisal Rights Statutes.”

On April 14, 2001, our common stock was delisted from the OTC Bulletin Board and until January, 2002, our common stock was traded on the “pink sheets.” Beginning on January 21, 2002, our common stock was relisted on the OTC Bulletin Board under the symbol “RNWR.”

Upon completion of the Share Exchange, and the name change of Rainwire to Oasis Group, Inc., Rainwire expects to obtain a new symbol for trading on the OTC Bulletin Board.

On December 19, 2001, Rainwire’s Board of Directors approved an amendment to Rainwire’s Amended and Restated Certificate of Incorporation to effect a one-for-twenty reverse stock split (the “Reverse Split”) of Rainwire’s then issued and outstanding Common Stock (the “Prior Common”), to change the name of Rainwire from Rainwire Partners, Inc. to Oasis Group, Inc. (the “Name Change”), and to increase the authorized shares of Common Stock of the Company to One Hundred Million (100,000,000) (the “Authorized Share Increase”).

An amendment to Rainwire’s Amended and Restated Certificate of Incorporation reflecting the foregoing was filed with the Secretary of the State of Delaware on , 2002.

The purpose of the Rainwire Partners, Inc. 2000 Stock Option Plan is to promote the long term success of Rainwire and the creation of stockholder value. The plan will reserve for issuance of stock incentives to employees, directors and consultants of Rainwire 1,050,000 shares of Rainwire common stock. All employees, directors and consultants of Rainwire and its subsidiaries will be eligible to participate in the plan. The plan provides for the grant of incentive and nonstatutory stock options.

The Share Exchange involves a high degree of risk. By consenting to the Share Exchange, current Oasis shareholders will be choosing to invest in Rainwire Common Stock. Additionally, as a result of the Share Exchange, current Rainwire shareholders will face dilution of their ownership interest in Rainwire. In addition to the other information contained in this Information Statement/ Proxy Statement/ Prospectus, you should carefully consider all of the following risk factors relating to the proposed Share Exchange, Rainwire, Oasis and the combined company in deciding whether to consent for the Share Exchange and other actions.

Rainwire’s independent certified public accountants have raised substantial doubt about its ability to continue as a going concern. In the event that the Share Exchange, and its included transactions, is not completed, the future of Rainwire is in serious doubt. Given our current financial position we are unable to effectively continue to operate our present business for any extended period into the future. In the absence of the closing the Share Exchange, it is most likely that we will be forced to effect a liquidation of Rainwire within the next three months

As of December 31, 2000, the end of Rainwire’s most recent fiscal year, Rainwire had incurred significant losses. Additionally, as of December 31, 2000, Rainwire adopted a plan to discontinue its operations and to liquidate its assets. Accordingly, Rainwire expects to continue incurring operating losses until it is able to derive meaningful revenues from Oasis’ anticipated operations. There can be no assurance that Oasis’ anticipated operations will ever produce profitable operations or that Rainwire will be able to continue to obtain financing until Oasis is able to produce profitable operations. Because of the substantial start-up costs that must be incurred by a new company, Rainwire expects to incur significant operating losses during the initial years of Oasis’ operations. No assurance can be given that the future operations of Oasis will be successful.

Rainwire presently anticipates that it will retain all available funds for use in the operation and expansion of its business and does not anticipate paying any dividends in the foreseeable future. Any future payment of dividends to its stockholders will depend on decisions that will be made by its board of directors and will depend on then existing conditions, including our financial condition, contractual restrictions, capital requirements and business prospects.

Oasis was founded on November 16, 1999, and to date has not had any revenue producing operations on which you can evaluate its potential for future success. Oasis’ activities to date have been limited to conducting a private offering of its securities, entering into agreements or letters of intent concerning various real property and a mortgage brokerage company, and the purchase of undeveloped property located in Arizona, California, South Dakota and Wyoming. As an early-stage company, Oasis is subject to all risks, expenses, and uncertainties frequently encountered by new companies. Any unanticipated expenses, problems, or difficulties may result in material delays both in the completion of the Share Exchange and in implementing Oasis’ business plan.

Oasis anticipates the need for additional capital as it pursues its business strategy. Based on Oasis’ development plans for properties that it currently has under contract, Oasis will need approximately $25,000,000 over the next 12-24 months and a total of $49,500,000 over the next five years. Oasis expects

to raise additional capital through a combination of new debt issuances and equity sales, from private as well as public sources, and traditional acquisition and development loans potentially utilizing any largely unencumbered properties as collateral for such loans. Issuance of any convertible debt and/or the sale of equity will likely have a dilutive effect on Oasis and its shareholders. Implementation of Oasis’ strategy and its business plans is contingent upon the availability of such funding sources. No assurance can be given that Oasis will be able to raise capital, at terms that are acceptable to Oasis, or at all, in order to fund its operations as set forth above.

Oasis’ business plan includes the acquiring, owning, developing and selling of parcels of undeveloped property and a residential mortgage operation. Oasis has entered into agreements or letters of intent concerning various real property and a mortgage brokerage company; however, there is no assurance that any of the transactions contemplated by the agreements will ever be completed.

Oasis’ business plan includes future acquisitions or investments in real property, other companies, facilities or technologies. The combined company may not realize the anticipated benefits of any acquisition or investment. If the combined company makes any acquisitions, it will be required to assimilate the operations, products and personnel of the acquired businesses and train, retain and motivate key personnel from the acquired businesses. Similarly, acquisitions may cause disruptions in the combined company’s operations and divert management’s attention from day-to-day operations, which could impair the combined company’s relationships with its employees, customers and strategic partners. In addition, the combined company’s profitability may suffer because of acquisition-related costs, amortization costs for certain intangible assets, and impairment losses related to goodwill.

Because real estate investments are relatively illiquid, Oasis’ ability to vary its portfolio promptly in response to economic or other conditions will be limited. The foregoing may impede the ability of Oasis to respond to adverse changes in the performance of its investments and could have an adverse effect on the company’s financial condition and results of operations.

Under the terms of the Share Exchange Agreement, Rainwire will effect a reverse split of its current issued and outstanding common stock and will issue shares of Rainwire’s Common Stock to the shareholders of Oasis. As a result, current shareholders of Rainwire will suffer substantial dilution.

In addition, under the terms of the Share Exchange Agreement, Rainwire will amend its Certificate of Incorporation to increase its authorized shares of Common Stock to One Hundred Million (100,000,000). Rainwire’s ability to issue additional shares of Common Stock after the completion of the Share Exchange will subject current Rainwire shareholders to additional dilution.

No investment banker, appraiser or other independent third party has been consulted concerning this offering or the fairness of the terms of the Share Exchange. Thus, you may have less protection than if an investment banker were involved in the transaction. For example, the consideration to be received by the shareholders of Rainwire and Oasis were determined to be fair by the board of directors of Oasis and Rainwire, and there has been less due diligence performed on Rainwire and Oasis than would have been the case if an investment banker were involved in the transaction. As a result, shareholders of Rainwire

and Oasis are cautioned to rely on their own determination of the reasonableness of the terms of the proposed transaction and the consideration they will receive.

Upon execution of the Non-binding Share Exchange Agreement, on August 29, 2001, Ronald A. Potts, the President, Chief Executive Officer and a director of Oasis, was appointed President, Chief Executive Officer and a director of Rainwire, Peggy A. Evans, the Chief Financial Officer of Oasis was appointed Chief Financial Officer of Rainwire, and Michael McLaughlin and John Hill, directors of Oasis were appointed as directors of Rainwire. During the review of the due diligence items in connection with the Non-binding Share Exchange Agreement, the parties determined that the terms of the share exchange were not fair and in the best interests of the shareholders of the respective companies, and that new terms would need to be negotiated.

On November 12, 2001, at the advice of corporate legal counsel, Ronald A. Potts resigned as President, Chief Executive Officer and as a director of Rainwire. In addition, John Hill and Michael McLaughlin resigned as directors of Oasis. On December 14, 2001, Jack DiFranco was appointed to the Board of Directors of Oasis. On December 19, 2001, the respective Boards of Directors of Oasis and Rainwire approved an Amended and Restated Share Exchange Agreement.

On the date that the Board of Directors of each company approved the Amended and Restated Share Exchange Agreement, the Rainwire board consisted of:


	•	Lyne Marchessault, President and Secretary;

	•	Peggy A. Evans, Chief Financial Officer; and

	•	Michael McLaughlin, Assistant Secretary,


	•	Ronald A. Potts, President and Chief Executive Officer; and

	•	Peggy A. Evans, Chief Financial Officer and Secretary.

Accordingly, during the period from the execution of the Non-binding Share Exchange Agreement on August 29, 2001, until November 12, 2001, Rainwire and Oasis were under common control. However, from November 12, 2001, to the approval and execution of the Amended and Restated Share Exchange Agreement, the only person who was an officer or director of both companies was Peggy A. Evans, who did not vote for the Share Exchange on behalf of either company.

In addition, on the date that the Boards of Directors of Rainwire and Oasis approved the Amended and Restated Share Exchange Agreement, certain of the officers and directors of the companies owned stock in the other company as follows:

The directors of each of Rainwire and Oasis have an independent obligation to ensure that the participation in the share exchange of each individual company is fair and equitable, considering all factors unique to each company and without regard to whether the share exchange is fair and equitable to the other company. The directors sought to discharge faithfully this obligation to each of the companies, but you should bear in mind that three of the directors were members of both boards during a period of time when the companies were conducting their due diligence and prior to the negotiation of the Amended and Restated Share Exchange Agreement. As a result, these directors may not have had a totally independent perspective during the negotiations of the Amended and Restated Share Exchange Agreement, which may have led them to advocate positions during such negotiations different from what they may have advocated had they not had the same perspective.

Our common stock is traded on the Electronic Bulletin Board, on the over the counter market (the “OTC Bulletin Board”). While a public market currently exists for our common stock, trading of relatively small blocks of stock can have a significant impact on the price at which the stock is traded. In addition, the over the counter market has experienced, and is likely to experience in the future, significant price and volume fluctuations which could adversely affect the market price of the common stock without regard to our operating performance.

Issuers whose securities are traded on the OTC Bulletin Board may experience a greater spread between the “bid” and “asked” prices of their securities compared with securities traded on a national securities exchange or Nasdaq, and a limited liquidity in their securities. In addition, many investors have policies against the purchase or holding of securities traded in the over-the-counter markets. Trading in an over-the-counter market such as OTC Bulletin Board has, and will continue to, affect both the trading volume and the market value of our common stock for the foreseeable future.

Because our common stock is not listed on any securities exchange or the Nasdaq Stock Market and may not have a trading price of at least $5.00 per share, our common stock is subject to federal penny stock regulations. As a result, the market liquidity for the shares received in this offering could be adversely affected because these regulations require broker-dealers to make a special suitability determination for the purchase and to have received the purchaser’s written consent to the transaction prior to the sale. This makes it more difficult administratively for broker-dealers to buy and sell stock subject to the penny stock regulations on behalf of their customers. As a result, it may be more difficult for a broker-dealer to sell the shares received in this offering.


	(1) Audited financial statements of The Oasis Group, Inc. as of and for the year ended December 31, 2001, and unaudited financial statements of The Oasis Group, Inc. for the three months ended March 31, 2002 and 2001 (included elsewhere herein).

Assuming the share exchange is completed, Rainwire Partners, Inc. will be the legal parent of The Oasis Group, Inc. For accounting purposes, The Oasis Group, Inc. will be the acquirer and its financial information will be reported from the effective date of the merger forward. Accordingly, the operations of Rainwire will no longer be reported and all historical financial information and results of operations will be that of The Oasis Group, Inc.

The Oasis Group, Inc. a development stage, Georgia corporation was formed in November 1999, however, it had no financial transactions during that year. The information included herein for Oasis is as of December 31, 2001 and for the year then ended and the three months ended March 31, 2002.

For the three months ended March 31, 2002, Rainwire Partners, Inc. was in the development stage and had no operations, having discontinued them as of December 31, 2000. Therefore, there are no continuing operations for Rainwire during the year ended December 31, 2001, or for the three months ended March 31, 2002.

The operations of The Oasis Group, Inc were comprised of start-up activities for which all incurred costs have been expensed. Since inception and through March 31, 2002, Oasis incurred operating losses totaling approximately $2,438,000, exclusive of accumulated other comprehensive loss of $182,000, arising from unrealized holding losses on available-for-sale securities. Therefore, neither Rainwire nor Oasis had any operating revenues except for interest income of $2,453 earned by Oasis.

Pro forma effect on operations of combining the two companies had the transaction occurred at the beginning of the most recent fiscal periods — year ended December 31, 2001 and three months ended March 31, 2002.

Had the two companies been combined for the year ended December 31, 2001 and for the three months ended March 31, 2002, the pro forma effect would have been a loss from continuing operations of approximately $1,379,278 for the year ended December 31, 2001. For the three months ended March 31, 2002 a loss from continuing operations would have been $430,837. The resulting pro forma loss per share for these periods would have been $.08, and $.02, respectively, based on the weighted average number of shares outstanding, assuming the merger at the beginning of 2001. The previously reported loss per share for Rainwire for these periods was $.0 cents. The following are Pro Forma consolidated statements of operations for these periods:


a	Elimination of unrecoverable intercompany advances expensed by Oasis, prior to consolidation which Rainwire included as an advance from affiliate at December 31, 2001


a	Elimination of unrecoverable intercompany advances expensed by Oasis, prior to consolidation which Rainwire included as an advance from affiliate at March 31, 2002

The following is the pro forma balance sheet had the two companies been combined as of the March 31, 2002:


a	to adjust par value of common stock outstanding after merger per calculation below.


b	elimination of Rainwire’s deficit against paid-in capital as a result of the stock exchange transaction.

In the fall of 2000, Internet-related professional service firms began to experience significant declines in revenue and profits primarily due to (i) broad-based general economic slowdown in which clients significantly tightened technology budgets, (ii) increased competitive pressure from traditional management consulting, information technology services, and eBusiness services competitors, and (iii) a lack of urgency by companies to fund eBusiness projects. These negative industry trends dramatically affected the financial results of Rainwire and its peer firms.

As a result of significant operating losses and a significant decline in its customer base, on December 31, 2000, management of Rainwire, adopted a plan to discontinue the operations of Rainwire, liquidate its assets and explore alternative plans for growth, which included the identification of companies in markets that had greater growth and profitability potential than the market for e-business solutions.

Management and the Board of Directors of Oasis had periodically reviewed its long-term strategic plans and had periodically considered a wide range of options, including internal growth strategies, growth through various strategic alliances, investments, acquisitions or business combinations, and concluded that the ability to have publicly traded stock would benefit Oasis in implementing its business plan.

In February, 2001, Rainwire’s board of directors consisting of Bryan Johns, Walter Elliott and Lyne Marchessault, and Ronald A. Potts, the president and a director of Oasis began discussions concerning the use of Rainwire as a reverse merger vehicle to position Oasis in the public market. These initial discussions did not result in any agreements, and the Board of Directors of Rainwire determined that it should pursue other merger or acquisition candidates.

In June 2001, Rainwire received a Letter of Intent from a company concerning a possible Share Exchange (“Company A”). After review and negotiation by legal counsel for the parties, the Board of Directors of Rainwire, consisting of Mr. Elliott and Ms. Marchessault approved the execution of a Letter of Intent with Company A. Because Company A could not obtain the necessary funding to complete the transaction, the Letter of Intent was declared void by Rainwire during the first week in August 2001.

As a result of its unsuccessful negotiations with Company A, Rainwire re-entered discussions with Oasis during the beginning of August, 2001. During these discussions, Oasis agreed to lend money to Rainwire on a short-term basis to allow Rainwire to meet some of its current obligations.

As a result of the discussions with Oasis in August 2001, on or about August 16, 2001, Oasis forwarded a Letter of Intent to Rainwire. The Board of Directors of Rainwire, consisting of Mr. Elliott and Ms. Marchessault had various telephone discussions concerning the terms of the Letter of Intent with Oasis and entered into a written consent of the Board of Directors on August 22, 2001, approving the Letter of Intent. On August 22, 2001, Rainwire and Oasis executed the Letter of Intent, which was voidable by either of the parties if an agreement was not executed by August 30, 2001.

On or about August 25, 2002, a draft of the Plan and Agreement to Exchange Stock was forwarded to the Boards of Directors of Rainwire and Oasis. The Board of Directors of Rainwire, consisting of Mr. Elliott and Ms. Marchessault had various telephone discussions concerning the terms of the Agreement and lack of any other alternative transactions for Rainwire. The Board of Directors of Oasis, consisting of Mr. Potts, John Hill and Michael McLaughlin, had various telephone discussions concerning the terms of the Agreement.

During the period from August 25, 2001 through August 29, 2001, Ms. Marchessault and Mr. Elliott had various telephone conversations concerning the terms of the Agreement and Rainwire’s stock price. Although, Rainwire’s stock price had suffered, Mr. Elliott and Ms. Marchessault agreed that the terms of the reverse stock split in the letter of intent were excessively dilutive. Ms. Marchessault and Mr. Elliott had various discussions with Mr. Potts concerning the terms of the Agreement and Rainwire and Oasis agreed to revise the terms of the reverse split of Rainwire common stock from a forty-to-one ratio to a twenty-to-one ratio. In addition, Mr. Elliott agreed to resign as an officer and director of Rainwire and Rainwire agreed to appoint Mr. Potts, Mr. McLaughlin and Mr. Hill to the Board of Directors of Rainwire.

On August 29, 2001, Rainwire and Oasis completed negotiations and the Plan and Agreement to Exchange Stock (the “Non-Binding Share Exchange Agreement”) was signed and approved by the written consent of the Board of Directors of Rainwire, consisting of Mr. Elliott and Ms. Marchessault and Board of Directors Oasis, consisting of Messrs. Potts, Hill and McLaughlin subject to the completion of due diligence and exchange of Schedules as outlined in the Non–Binding Share Exchange Agreement.

Upon execution of the Non-Binding Share Exchange Agreement, Mr. Elliott resigned as a director and vice president of Rainwire, and Messrs. Potts, McLaughlin and Hill were appointed to the Board of Directors of Rainwire. In addition, Mr. Potts was appointed President and Chief Executive Officer of Rainwire and Peggy A. Evans was appointed Chief Financial Officer of Rainwire.

Shortly after August 29, 2001, Rainwire and Oasis exchanged due diligence requirements checklists and began to prepare each other’s respective deliverables.

During the period between August 29, 2001, and November 12, 2001, there were numerous telephone calls and meetings between members of senior management and their legal counsel regarding certain due diligence matters, including, most notably, the settlement of Rainwire’s outstanding liabilities. As a result of these discussions, and in order to mitigate its outstanding liabilities, Rainwire hired an outside firm to negotiate the settlement of its outstanding liabilities. There were also numerous discussions between Mr. Potts and Ms. Marchessault concerning the increase in the number of Oasis shares outstanding from the date that the Agreement was executed.

As a result of these discussions, Oasis and Rainwire determined that the terms of the Plan and Agreement to Exchange Stock would need to be amended, and on November 12, 2001, at the advice of corporate legal counsel, Mr. Potts resigned as President, Chief Executive Officer, Chairman of the Board and as a director of Rainwire. In addition, Mr. Hill and Mr. McLaughlin resigned as directors of Oasis. Legal counsel further advised Rainwire and Oasis to file a Registration Statement on Form S-4 in connection with the Share Exchange.

On December 18, 2001, legal counsel distributed the final draft of the Share Exchange Agreement.

On December 19, 2001, the Rainwire and Oasis Board of Directors held telephonic meetings to consider the proposed agreement, including the new terms. Prior to the meetings, the directors were provided with a draft of the Amended and Restated Share Exchange Agreement and related documents. On that date, Rainwire had 19,909,886 shares of common stock outstanding, on a fully-diluted basis, and the most recent closing price for Rainwire’s common stock was $0.05 per share. Accordingly, the Boards of Directors of Oasis and Rainwire agreed upon a valuation of Rainwire of approximately $995,500. Oasis had a total of 40,722,853 shares of its common stock issued and outstanding or reserved for issuance pursuant to agreements that Oasis had entered into, and the Boards of Directors of Rainwire and Oasis agreed upon a valuation of Oasis, based on the value of the real property and businesses that Oasis had agreements to purchase, of approximately $16,000,000. In order to maintain these respective valuations, but reduce the total number of shares outstanding after the Share Exchange, the Boards of Directors of Rainwire and Oasis agreed to a twenty-to-one reverse split of Rainwire’s common stock and an exchange ratio of one share of Rainwire for every 2.5 shares of Oasis.

Both the Rainwire and Oasis Board of Directors held separate telephone discussions and determined that the transactions contemplated by the Amended and Restated Share Exchange Agreement and related

documents were advisable and in the best interest of their respective companies and stockholders. On December 19, 2001, both the Rainwire and Oasis Boards of Directors approved the Amended and Restated Share Exchange Agreement by written consent, directed their executive officers to execute the Amended and Restated Share Exchange Agreement and recommended the Amended and Restated Share Exchange Agreement to their respective shareholders.

On December 19, 2001, the Share Exchange Agreement and related documents were executed by the parties.

On December 20, 2001, the Share Exchange Agreement and related documents were approved by a majority of the shareholders of Rainwire by written consent.

The Rainwire Board of Directors, on December 19, 2001, unanimously approved the Amended and Restated Share Exchange Agreement and the transactions contemplated thereby, including the acquisition, and determined that the acquisition, and the transactions contemplated thereby are in the best interests of Rainwire and its shareholders. On the Record Date, the Board of Directors as a group held approximately 48.5% of the voting power of Rainwire.

In approving the Share Exchange Agreement, Rainwire’s Board considered a number of factors, including, but not limited to, the following:


	1. The board considered the financial condition, results of operations, business and prospects of Rainwire and concluded that Rainwire’s financial condition, results of operations, business and prospects made it very doubtful that it was strong enough to sustain itself, if an acquisition was not consummated.

	2. The board considered the fact that it could not reach an agreement during its discussions with another party concerning a similar transaction, and had not found any other opportunities and did not believe that it was likely that another opportunity would present itself.

	3. The board considered the review by Rainwire’s management of filing for protection under Chapter 11 filing of the United States Bankruptcy Code, and concluded that a Chapter 11 filing was unlikely to result in a greater value to Rainwire or its shareholders than the acquisition of Oasis on the terms specified in the Amended and Restated Share Exchange Agreement.

	4. The board considered the fact that the share exchange was expected to be tax free to the shareholders of Rainwire.

	5. The board considered its familiarity of with the management and business plan of Oasis.

	6. The board considered the fact that Oasis could produce audited financial statements and other information necessary for the filing of this registration statement.

	7. The board considered the fact that Oasis had agreed to pay all fees and expenses associated with this registration statement.

Rainwire’s Board also considered the following possible negative factors in reaching its decision to approve the Share Exchange Agreement:


	1. The board considered the significant dilution that the Rainwire shareholders will suffer as a result of the Share Exchange.

	2. The board considered the fact that since the exchange ratio is fixed, fluctuations in the share price of Rainwire’s common stock could increase or decrease the value of the consideration received by Rainwire’s shareholders.


	3. The board considered all of the risks typically associated with consummating a Share Exchange with development stage company, including the fact that Oasis had not produced any revenue from operations and that it had a limited number of binding agreements executed at the time the Amended and Restated Share Exchange was being considered.

	4. The board considered the risk that Oasis would not be able to successfully implement its business plan.

	5. The board considered the risk that the Share Exchange would not be completed.

	6. The board considered the risk that the interests of its officers and directors may be different from, or in addition to, those of its shareholders generally. See “Background Information of Rainwire Partners, Inc. — Conflicts of Interest.”

The foregoing discussion of the information and factors considered and given weight by Rainwire’s Board is not intended to be exhaustive. Members of Rainwire’s board of directors evaluated these factors in light of their knowledge of Rainwire’s business, the industries in which Rainwire and Oasis operate and their business judgment. In view of the variety of factors considered in connection with its evaluation of the foregoing, the Rainwire Board did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determination. In addition, individual members of the Rainwire Board may have given different weights to different factors.

The Board of Directors of Rainwire has not requested or received, and will not receive, an opinion of an independent investment banker as to whether the Share Exchange is fair from a financial point of view to Rainwire and its shareholders.

The Oasis Board of Directors, on December 19, 2001, unanimously approved the Share Exchange Agreement and the transactions contemplated thereby, including the acquisition of Oasis by Rainwire, and determined that the acquisition, and the transactions contemplated thereby are in the best interests of Oasis and its shareholders. On the Record Date, the Board of Directors as a group held approximately % of the voting stock of Oasis.

In approving the Share Exchange Agreement, the Oasis Board considered a number of factors, including, but not limited to, the following:


	1. The board considered that its investors, shareholders and management have requested and desire liquidity as soon as possible.

	2. The board considered that Oasis’ ability to implement its business plan would increase if it were a public company.

	3. The board considered that a reverse merger, and filing of a registration statement under the 1933 Act is a well known, and would treat all of its shareholders equally as they would be able to sell their shares without the expense and paperwork burden that would be imposed if their stock was not fully registered.

	4. The board considered its familiarity with the financial condition and management of Rainwire.

	5. The board considered the fact that Rainwire had ceased all operations and that Rainwire’s business operations after the Share Exchange would be solely that of Oasis.

	6. The board considered the fact that the share exchange was expected to be tax free to the shareholders of Oasis.

Oasis’ Board also considered the following possible negative factors in reaching its decision to approve the Share Exchange Agreement:


	1. The board considered the fact that, under the terms of the Amended and Restated Share Exchange Agreement, the fees and expenses associated with the Share Exchange and the filing of this registration statement would be borne by Oasis.

	2. The board considered the risk that the announcement of the Share Exchange and the efforts necessary to complete the Share Exchange and this registration statement could result in a disruption of the operations of Oasis by, among other things, diverting management and other resources of Oasis from their day-to-day operations.

	3. The board considered the significant losses incurred by Rainwire and the company’s ability to settle Rainwire’s liabilities before and after the Share Exchange.

	4. The board considered Rainwire’s low stock price, volume and trading market.

	5. The board considered the risk that the interests of its officers and directors may be different from, or in addition to, those of its shareholders generally. See “Background Information of Oasis Group, Inc. — Conflicts of Interest.”

The foregoing discussion of the information and factors considered and given weight by Oasis’ Board is not intended to be exhaustive. Members of Oasis’ board of directors evaluated these factors in light of their knowledge of Oasis’ business, the industries in which Rainwire and Oasis operate and their business judgment. In view of the variety of factors considered in connection with its evaluation of the foregoing, the Oasis Board did not find it practicable to, and did not quantify or otherwise assign relative weights to the specific factors considered in reaching its determination. In addition, individual members of the Oasis Board may have given different weights to different factors.

The Board of Directors of Oasis has not requested or received, and will not receive, an opinion of an independent investment banker as to whether the Share Exchange is fair from a financial point of view to Oasis and its shareholders.

The transaction will be accounted for as a reverse acquisition of the fair market value of Rainwire’s stock by Oasis in accordance with generally accepted accounting principles. The accounting treatment applied in the reverse transaction differs from the legal form of the transaction and the continuing legal parent is Rainwire.

Rainwire does not believe that any material federal or state regulatory approvals, filings or notices are required by Rainwire or Oasis in connection with the Share Exchange other than such approvals, filings or notices required pursuant to federal and state securities laws. Under Delaware law, approval of the Share Exchange and related Amendments to Rainwire’s Certificate of Incorporation, must be obtained from the shareholders of Rainwire that own a majority of the outstanding shares. Under Georgia law, approval of the Share Exchange must be obtained from the shareholders of Oasis that own a majority of the outstanding shares.

The Acquisition and the included transactions contemplated in connection therewith have been structured with the intent that they be tax-free to Rainwire Partners, Inc., Oasis Group, Inc. and holders of Rainwire Partners, Inc. stock for federal income tax purposes. Assuming that the Acquisition constitutes

No gain or loss will be recognized by Rainwire, current stockholders of Rainwire or Oasis in connection with the Acquisition and the included transactions contemplated in connection therewith.

The receipt of one share of common stock for every twenty share of common stock held prior to the reverse split as a result of the reverse split by Rainwire’s shareholders should not result in any taxable gain or loss to stockholders for federal income tax purposes.

In addition, the acquisition may result in the limitation on the use of net operating losses or the loss of the use of net operating losses of Rainwire under section 382 of the Internal Revenue Code.

The federal income tax discussion set forth above is included for general information and may not apply to particular categories of holders of Oasis stock or options subject to special treatment under the federal income tax laws, such as foreign holders and holders whose stock or options were acquired pursuant to the exercise of an employee stock option or otherwise as compensation. In addition, there may be relevant foreign, state, local or other tax consequences, which are not described above. The Oasis shareholders are urged to consult their tax advisors to determine the specific tax consequences of the Acquisition, including the applicability and effect of foreign, state, local and other tax laws.

The following is a summary of the material provisions of the Share Exchange Agreement by and between Oasis and Rainwire. This summary does not purport to be complete and is qualified in its entirety by reference to the Share Exchange Agreement, which is attached hereto as Annex A.

On the terms and subject to the conditions set forth in the Share Exchange Agreement, at the closing Rainwire shall assign, transfer, and deliver to the Oasis shareholders, in their pro rata percentages based upon their percentage ownership of Oasis common stock pre-closing, one (1) share of Rainwire Common Stock for every 2.5 shares of Oasis common stock held by the Oasis shareholders. The pre-closing holders of Rainwire Common Stock shall retain their shares which, immediately following the issuance of Rainwire Common Stock to the Oasis shareholders in connection with the closing of the Acquisition shall constitute approximately 5.75% of the fully-diluted shares of Rainwire Common Stock post-closing. Prior to the Closing, Rainwire will effect a one-for-twenty reverse split of its issued and outstanding Common Stock and will subsequently increase its authorized shares of Common Stock of the Company to One Hundred Million (100,000,000).

The “Closing” shall mean the consummation of the exchange of shares of Rainwire Common Stock and shares of Oasis common stock, as well as the consummation of any other transactions which are included in the Share Exchange Agreement and required to occur at or before Closing. The Closing shall take place no later than within three business days following the date upon which all of the conditions precedent contained in the Share Exchange Agreement have occurred and all regulatory matters have been complied with.

The Share Exchange Agreement contains various customary representations and warranties of the parties thereto, without limitation, representations (a) by Rainwire and Oasis as to their respective corporate status, capitalization, accuracy of financial statements, the authorization and the enforceability of the Share Exchange Agreement against each such party, absence of legal proceedings, the absence of certain changes or events concerning their respective businesses since September 30, 2001, certain tax matters, certain employee benefit and pension plan matters, certain environmental matters, quality of

assets, certain labor matters, insurance matters and the absence of material adverse changes with respect to their material contracts, and (b) by Rainwire as to its compliance concerning SEC filings. The representations and warranties contained in the Share Exchange Agreement will survive the Closing.

The Share Exchange Agreement contains various customary covenants of the parties thereto. A description of certain of these covenants follows.

From December 19, 2001 until Closing, Oasis covenants to, among other things, except to the extent that Rainwire gives written consent to the contrary:


	(a) operate its business substantially as previously operated and only in the regular ordinary course;

	(b) maintain its assets and properties in good order and condition;

	(c) pay all accounts payable and collect all accounts receivable in accordance with prudent business practice;

	(d) comply with all laws applicable to the conduct of its business; and

	(e) maintain its books and records in the usual, regular, and ordinary manner, on a basis consistent with past practices.

From December 19, 2001 until Closing, Rainwire covenants that unless the prior written consent of Oasis shall have been obtained, and except as otherwise expressly contemplated herein, Rainwire shall and shall cause each of its Subsidiaries to:


	(a) use reasonable commercial efforts to preserve intact its business organization, licenses, permits, government programs, private programs and customers; and

	(b) notify Oasis of (i) any event or circumstance which has caused or constituted, or is reasonably likely to have an Rainwire Material Adverse Effect (as defined in the Exchange Agreement) or would cause or constitute, a breach of any of Rainwire’s representations, warranties or covenants contained in the Exchange Agreement; or (ii) any material change in the normal course of business or in the operation of Rainwire’s assets, and of any material governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated) or adjudicatory proceedings.

From December 19, 2001 until Closing, Oasis covenants not to, among other things, without prior written consent of Rainwire:


	(a) take any action that affects the ability of any party to obtain its consents to or perform its covenants and agreements under the Share Exchange Agreement;

	(b) amend any of its organizational or governing documents;

	(c) incur any additional debt or other obligation except in the ordinary course of business;

	(d) repurchase, redeem, or otherwise acquire or exchange Oasis common stock or issue, sell, pledge or otherwise permit to become outstanding any additional Oasis common stock;

	(e) purchase, acquire, sell or dispose of any assets or properties, except in the ordinary course of business;


	(f) grant any increase in compensation or benefits to the employees or officers of Oasis, enter into or amend any employment contract between Oasis and any person or entity, or adopt any new employee benefit plan or make a material change in or to any existing employee benefit plan;

	(g) make any significant change in any tax or accounting methods;

	(h) commence any litigation other than in accordance with post practice; or

	(i) modify, amend or terminate any material contract.

From December 19, 2001 until Closing, Rainwire covenants and agrees that neither Rainwire nor any of its Subsidiaries, will do any of the following without the prior written consent of Oasis:


	(a) take any action which would (i) adversely affect the ability of any party to the Share Exchange Documents (as defined in the Exchange Agreement) to obtain any consents required for the transactions contemplated thereby, or (ii) adversely affect the ability of any party hereto to perform its covenants and agreements under the Share Exchange Documents;

	(b) take any action, or omit to take any action, which would cause any of the representations and warranties contained in the Share Exchange Agreement to be untrue or incorrect.

From December 19, 2001 until Closing, Rainwire and Oasis covenant that they each have the continuing obligation to disclose in writing to the other party any matter or information hereafter arising or becoming known that, if known on the date of execution of the Agreement, would have been required to be set forth or listed in a Schedule thereto.

Rainwire and Oasis shall each use its best efforts to satisfy its respective conditions precedent for Closing.

Promptly upon completion of the audits referred to in the Share Exchange Agreement, Oasis shall deliver to Rainwire copies of its audited financial statements, at and through December 31, 2000, and copies of its unaudited financial statements for the period ended September 30, 2001 together with the notes thereto and the report thereon.

Rainwire and Oasis shall deal exclusively and in good faith with each other with regard to the transactions contemplated by the Share Exchange Agreement and will not (a) solicit submission of proposals, (b) participate in any discussions or negotiations, or (c) enter into any agreement or understanding that would have the effect of preventing the consummation of the transactions contemplated by the Share Exchange Agreement.

The obligation of Rainwire and Oasis to consummate the transactions as contemplated by the Share Exchange Agreement are subject to the fulfillment and satisfaction at Closing of, among others, each of the following conditions precedent, any or all of which may be waived in whole or in part at or prior to the Closing by the other party.


	(a) All information required to be furnished by the parties pursuant to the Share Exchange Agreement shall have been furnished as of the Closing Date and such representations and warranties shall be true and correct in all material respects on and as of the Closing Date;


	(b) Rainwire and Oasis shall have performed and complied in all material respects with all covenants, agreements and conditions required by the Share Exchange Agreement to be performed by them prior to or as of the Closing;

	(c) The Share Exchange Agreement and all other documents and instruments to be delivered in connection therewith, shall have been approved by a majority of the Rainwire and Oasis shareholders; and

	(d) The Form S-4 shall have been declared and effective and no stop order shall have been issued and no proceedings for that purpose shall have been initiated or threatened.

The Share Exchange Agreement may be terminated and the exchange of stock contemplated hereby may be abandoned at any time prior to the completion of the Closing: (a) by mutual consent in writing of Rainwire and Oasis; (b) by either Rainwire or Oasis if any court of competent jurisdiction shall have issued an order, judgment or decree (other than a temporary restraining order) restraining, enjoining or otherwise prohibiting the exchange of stock and such order, judgment or decree shall have become final and nonappealable; provided that the right to terminate the Share Exchange Agreement on this basis shall not be available to any party whose failure to fulfill any obligation under the Share Exchange Agreement has been the cause of, or resulted in, the failure of the Closing to occur; (c) by Rainwire if there has been a material breach of any covenant or agreement or of a representation or warranty on the part of Oasis which has not been cured, or adequate assurance (acceptable to Rainwire in its sole discretion) of cure given, in either case, within 15 business days following receipt of notice of such breach; (d) by Oasis if (i) there has been a material breach of any covenant or agreement or of a representation or warranty on the part of Rainwire which has not been cured, or adequate assurance (acceptable to Oasis in its sole discretion) of cure given, in either case, within 15 business days following receipt of notice of such breach or (ii) at Closing shares of Rainwire Common Stock shall not be listed on the Over-the-Counter Bulletin Board (OTC:BB) (provided Oasis has made its best efforts to assist Rainwire in obtaining such listing); or (e) by either Rainwire or Oasis (and Oasis Shareholders) if either of such party’s due diligence investigation has disclosed the existence of (i) any matter relating to the other party or its business that is materially and adversely (to the investigating party) at variance with those matters theretofore disclosed to the investigating party, or (ii) any matter which, in the investigating party’s reasonable judgment, (A) indicates a material adverse change in the condition, assets or prospects of the other party, or (B) would make it inadvisable to consummate the exchange of stock and other transactions contemplated by the Share Exchange Agreement.

You should read the following summary financial data together with the discussion in “Rainwire’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Rainwire’s consolidated financial statements and related notes contained elsewhere in this information statement/proxy statement/prospectus.

The following operational data for the years ended December 31, 2001 and 2000 have been derived from Rainwire’s audited consolidated financial statements, which are contained elsewhere in this information statement/proxy statement/prospectus. The operational data for the three months ended March 31, 2002 and 2001 and the balance sheet data as of March 31, 2002 have been derived from Rainwire’s accounting records and have not been audited. This interim data contains all adjustments, consisting only of those that are of a normal recurring nature, necessary to present fairly the financial position and results of operations for the interim reporting periods. Operating results for the three months ended March 31, 2002 are not necessarily indicative of results that may be expected for any future periods.

The Company was incorporated on May 10, 1991 in Delaware for the purpose of consolidating the operations of Azimuth, Inc. (a fully accredited AIHA Industrial Hygiene Laboratory for testing asbestos, metals and organic vapors) and certain of its former environmental products businesses and acquiring the assets of four general partnerships which were then leasing real estate and laboratory and other equipment to Azimuth and the products businesses. The Company formerly had three operating subsidiaries: Trico Environmetrics, Inc. (“Trico”), Envirometrics Products Company (“EPC”) and Azimuth, Inc.

In 1996, the Company entered into a “Turnaround” phase, and all of the Company’s former operations were divested by the year 2000.

During the course of the Company’s “Turnaround” phase, the Company explored alternative plans for growth that included the identification of companies in other markets which had greater growth potential than the Environmental, Health and Safety Market. In September, 1999, the Company was introduced to The Catapult Group, Inc., a Georgia corporation (“Catapult”), which was an Internet integration firm offering intelligent end-to-end e-business solutions to large and middle-market organizations. In February 2000, the Company and Catapult reached terms that each felt were fair to the parties and entered into a non-binding agreement whereby the Company would acquire Catapult, which became binding on March 8, 2000.

Prior to the closing of the Catapult Exchange Agreement, on July 26, 2000, the Company effected a 10:1 reverse split of its outstanding common stock, issued 5,555,064 shares of its common stock to purchase all of the outstanding common stock of Catapult, changed its name to The Catapult Group, Inc. and increased its authorized shares from Ten Million (10,000,000) to Twenty Million (20,000,000). An amendment to the Company’s Certificate of Incorporation reflecting such changes was filed with the Secretary of State of Delaware on July 26, 2000. Upon completion of the Catapult Exchange Agreement, Catapult became a wholly owned subsidiary of the Company and the shareholders of Catapult became owners of approximately 90% of the outstanding shares of Common Stock of the Company. The Company subsequently changed its name to Rainwire Partners, Inc.

On December 31, 2000, management adopted a plan to discontinue the operations of the Company and to liquidate its assets.

Upon completion of the Share Exchange with The Catapult Group, Inc., Rainwire’s business became that of an Internet integration firm offering intelligent end-to-end e-business solutions to large and middle-market organizations. Rainwire’s e-business operations were unsuccessful, and as a result of the incurring

of significant losses and a general decline in the revenue and profits in the industry in which Rainwire operated, Rainwire adopted a plan to discontinue its operations and to liquidate its assets as of December 31, 2000. Additionally, as of that date, Rainwire began to explore alternative plans for growth, which included the identification of companies in markets that had greater growth potential than the market for e-business solutions.

After exploring a number of options for acquisition or merger, on August 29, 2001, Rainwire entered into a Share Exchange Agreement with Oasis, which was amended on December 19, 2001. Upon completion of the Share Exchange, Rainwire’s business will consist of the business plan of Oasis, which includes the acquiring, owning, developing and selling of parcels of undeveloped property and a residential mortgage operation.

In the event that the Share Exchange, and its included transactions, are not completed, the future of Rainwire is in serious doubt. Given our current financial position, Rainwire is unable to effectively continue to operate its present business for any extended period into the future. In the absence of the closing of the Share Exchange, it is most likely that Rainwire will be forced to effect a liquidation within the next three months. In the judgment of the Board of Directors of Rainwire, the result of such a liquidation, whether or not voluntary, would result in less value to its shareholders than completion of the Share Exchange and its included transactions due to the opportunities that such transactions present its shareholders and to Rainwire.

Presently, Rainwire has no full-time employees other than executive officers. The Company had 2 employees at December 31, 2001.

The Company presently has no office facilities but for the time being will use as its business address the office of Oasis, on a rent free basis, until such time as our business operations may require more extensive facilities and we have the financial ability to rent commercial office space. There is presently no formal agreement for the use of theses facilities, and we can make no assurance that these facilities will be available to us on this basis for any specific length of time.

Rainwire is involved with several legal actions, principally as defendant. These actions involve outstanding liabilities of Rainwire including those of subsidiaries. Following are three such actions.

On or about February 13, 2001, a complaint was filed in Miller v. Envirometrics, Inc. (Case No. 01-CP-10-562) in the Common Pleas Court of Charleston County alleging that Azimuth Laboratory, Inc., a subsidiary of Envirometrics, violated provisions of its lease, damaged the leasehold, and abandoned hazardous waste on the site. Miller seeks recovery in excess of One Hundred Thirty Thousand and 00/100 ($130,000.00) Dollars. The parties are in serious settlement negotiations.

On or about September 27, 2001, we filed a complaint in Rainwire Partners, Inc. v. Risk Technologies and Richard Bennett (Case No. 01-CP-10-3749) in the Common Pleas Court of Charleston County. The suit seeks collection of sums owed Rainwire pursuant to a Promissory Note in the amount of Twenty Thousand Three Hundred Seventy-Five and 84/100 ($20,375.84) Dollars plus interest. Defendants filed a counterclaim, asserting an assignment valued at Twenty-One Thousand Three Hundred and 00/100 ($21,300.00) Dollars from Shakespeare Partners, L.P. for shares of stock and monies due Shakespeare.

On or about October 2, 2001, a complaint was filed in Courtyards on King, LLC v. Rainwire (Case No. 01-CP-10-3826) in the Common Pleas Court of Charleston County for violation of a lease seeking an unspecified sum. Rainwire filed a Counterclaim for damages against both Courtyards and Christopher Price, its agent, for Conversion of Properties belonging to Rainwire Partners, Inc.

IOS Capital, Inc. has made a demand to Rainwire for sums defaulted upon as a result of an equipment lease signed by Rainwire in February, 1997. IOS Capital indicated that they would compromise the amounts owed for the sum of $15,479.20 in full satisfaction of the claim; however, Rainwire failed to make the payment by the required date. To date, IOS Capital, Inc. has taken no further action and the parties have continued to negotiate the terms of a settlement.

On April 14, 2001, our common stock was delisted from the OTC Bulletin Board and until January, 2002, the our common stock was traded on the “pink sheets.” Beginning on January 21, 2002, the Registrant’s common stock was listed on the OTC Bulletin Board under the symbol “RNWR.” On , 2002, the last sale price of a share of the Company’s common stock on the OTC Bulletin Board was $ .

The following table sets forth the high and low bid prices for the Common Stock as reported in the trading media and for the periods reflected above for each fiscal quarter commencing January, 2000 through March, 2002. The quotations listed below reflect inter-dealer prices, without retail mark-up, mark-down or commissions and do not necessarily represent actual transactions.

On December 31, 2001 there were approximately 103 shareholders of record the Company’s common stock, based on information provided by the Company’s transfer agent. This number may not include individuals whose shares are held in “street names.”

The Company has never paid dividends on its Common Stock and does not anticipate that it will do so in the foreseeable future. For the foreseeable future any future earnings or funds otherwise available, if any, for the payment of dividends will be used to pay dividends on the outstanding Preferred Stock or for reinvestment in the Company’s business. Any future determination to pay cash dividends on the Common Stock will be at the discretion of the Board of Directors and will reflect such other factors (including contractual requirements) as the Board of Directors deem relevant.

As of December 31, 2001, there were 24,959 shares of Series C preferred stock issued and outstanding, and 500,000 shares of Series D preferred Stock issued and outstanding.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with the Consolidated Financial Statements and Notes thereto, included elsewhere in this Information Statement/ Proxy Statement/ Prospectus.

On July 26, 2000 the former company, Environmetrics, Inc. exchanged approximately ninety percent of newly issued restricted common stock for all of the outstanding common stock of The Catapult Group, Inc. On that date, the name was changed to Rainwire Partners, Inc. for both The Catapult Group, Inc. and the former company. As of the date of the exchange, the former company’s net assets were written down to a fair market value, as required under generally accepted accounting principles. The previous historical financial data of The Catapult Group, Inc. was carried forward since Catapult is considered the accounting acquirer; therefore the following comments pertain to the historical financial statements of The Catapult Group, Inc. and i20, Inc., including the net assets acquired as mentioned above.

The Company had no operations during 2001 as its operations were discontinued as of December 31, 2000. Its activities were limited to the settlement of obligations from borrowed funds and the filing of a registration statement with the Securities and Exchange Commission on Form S-4 regarding a proposed stock exchange transaction with Oasis Group, Inc., a development stage, Georgia corporation.

The company lost $419,028 for 1999 compared to a loss of $1,494,708 in 2000. In addition, in 2000 the company recorded a loss on the disposal of the business of $578,191. The decision was made on December 31, 2000 to discontinue the operations of the company; accordingly the financial statements for 1999 reflect the operating loss as a discontinued loss for comparative purposes.

The company commenced its operation in July, 1999 and acquired i20, Inc. in August, 1999. i20, Inc.’s planned operations for the period subsequent to its purchase was the basis for the company paying approximately $500,000 more than the fair value of the assets acquired at that date. The loss from discontinued operations in year 2000, includes not only a write off of the unamortized balance of Goodwill of approximately $460,000 but unsuccessful efforts to sustain the business during the period when dot.com companies were failing. The loss on the disposal of the business in 2000 consists mainly of forward looking expenses, which were obligation of the company as of December 2000 and obligation incurred as a result of that decision.

The Company has discontinued all operations as of December 31, 2000, therefore, the three month periods for 2002 and 2001 are of discontinued operations only. As part of the presentation of discontinued operations for the year 2001, all anticipated expense to be incurred during 2001 with respect to the discontinuation of the business were included as part of the provision for loss on disposal of the business as of December 31, 2000, therefore, no discontinued operations for the three months ended March 31, 2002, are applicable.

The Company has discontinued all operations as of December 31, 2000, therefore, the three month periods for 2001 and 2000 are of discontinued operations only. As part of the presentation of discontinued operations for the year 2000, all anticipated expense to be incurred during 2001 with respect to the discontinuation of the business were included as part of the provision for loss on disposal of the business as

of December 31, 2000, therefore, no discontinued operations for the three months ended March 31, 2001 are applicable. During the same comparable period a year ago, the consolidated results of discontinued operations was $28,879, as a result of discontinued operational expenses only.

The company’s audit report for the year 2001 discloses a “going” concern paragraph in reference to the company’s concern for continuing its existence in the future. This concern is highlighted by the fact that the company has negative working capital of approximately $1,000,000, a deficit since inception of approximately $2,500,000 and a deficit in stockholders equity of approximately $1,100,000. There are a number of legal actions against the company for failure to honor its commitments, which include an obligation of the company incurred by Environmetrics, Inc., Azimuth Laboratories, Inc.

During 2001, the Company contracted with an outside service organization to negotiate settlements with the more significant creditors. During 2002, those negotiations were ongoing.

As of March 31, 2002, the Company’s financial condition had not changed from that stated in the above paragraph. Substantially all liabilities are past due, and accrued business disposal costs and expenses included therein include the balance of outstanding lease obligations, some of which extend beyond 2002. Redeemable preferred stock includes a past due obligation of approximately $53,000 as a result of a demand made by the holder thereof in 2000 and a judgment awarded him in June 2001.

To date all obligations have been paid from funds advanced by Oasis Group, Inc., a company seeking to acquire the controlling interest in the Company pursuant to the Amended and Restated Plan and Agreement to Exchange Stock by and between Rainwire and Oasis, dated December 19, 2001.

Management of the Company believes it will be able to complete the merger and be successful in its efforts to continue the Company’s existence. Upon completion of the share exchange, management anticipates moving from the development stage to the operating by the third quarter of 2002.

If the company is unsuccessful in completing the share exchange with Oasis Group, Inc., the company anticipates ceasing all activities and liquidating any and all remaining assets.

The following operational data for the years ended December 31, 2001 and 2000 have been derived from Rainwire’s audited consolidated financial statements, which are contained elsewhere in this Information Statement/Proxy Statement/Prospectus. The operational data for the three months ended March 31, 2002 and 2001 and the balance sheet data as of March 31, 2002 have been derived from Rainwire’s accounting records and have not been audited. This interim data contains all adjustments, consisting only of those that are of a normal recurring nature, necessary to present fairly the financial position and results of operations for the interim reporting periods. Operating results for the three months ended March 31, 2002 are not necessarily indicative of results that may be expected for any future periods.


(1)	Loss per share has been calculated using the weighted average number of outstanding shares of Rainwire’s common stock for the periods presented. The effect on the loss per share of the exercise of the outstanding stock options, and other common stock equivalents have not been included as their effect would be antidilutive.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Rainwire engaged the firm of Welch, Roberts & Amburn, LLP to conduct the audits of its financial statements for the years ended December 31, 1999, and 1998. Welch, Roberts & Amburn, LLP, resigned on May 31, 2001 due to outstanding and past due fees owed by Rainwire.

In connection with Welch, Roberts & Amburn, LLP’s audits of the financial statements of Rainwire, there were no disagreements with Welch, Roberts & Amburn, LLP on any matter of accounting principles, financial disclosure, or auditing scope or procedures, which disagreements if not resolved to their satisfaction would have caused them to make reference in connection with their opinion to the subject matter of the disagreement.

The audit reports of Welch, Roberts & Amburn, LLP on the consolidated financial statements for the years ended December 31, 1999, and 1998 did not contain any adverse opinion or disclaimer of opinion; however, the unqualified opinion contained a fourth paragraph with respect to an emphasis of a paragraph discussing recurring losses from operations and decreases in working capital issues confronting Rainwire.

Rainwire had also engaged the firm of Tauber & Balser, P.C. in connection with the audit of the consolidated balance sheet of The Catapult Group, Inc., and Subsidiary as of December 31, 1999, and the related consolidated statements of operations, stockholders’ equity and cash flows for the period from July 21, 1999 (inception) to December 31, 1999.

In connection with the audit as of December 31, 1999, and for the period from July 21, 1999 (inception) to December 31, 1999, there was no disagreement with Tauber & Balser, P.C. on any matter of accounting principles, financial disclosure, or auditing scope or procedures, which disagreement if not resolved to their satisfaction would have caused them to make reference in connection with their opinion to the subject matter of the disagreement.

The audit report of Tauber & Balser, P.C. on the consolidated financial statements for the year ended December 31, 1999 was issued with an unqualified opinion.

On or about September 9, 2001, Rainwire notified Tauber & Balser, P.C. that it had engaged the firm of Braverman & Company, P.C., to conduct the audit of its financial statements for the year ended December 31, 2000. The decision to change accountants was approved by the Board of Directors of the Company. During the two fiscal years ended December 31, 2000, and the subsequent interim period through September 9, 2001, the Company did not consult with Braverman & Company, P.C. regarding the application of generally accepted accounting principles to a specific transaction, either proposed or completed, or the type of audit opinion that might be rendered on the Company’s Consolidated Financial Statements.

The following table sets forth all the directors, executive officers and significant employees of Rainwire as of December 19, 2001. In March, 2001, Bryan M. Johns resigned as an officer and director of Rainwire. On August 29, 2001, Walter H. Elliott, III resigned as an officer and director of Rainwire. On August 29, 2001, Ronald A. Potts was appointed to the Board of Directors and as President and Chief Executive Officer. Mr. Potts resigned from all of these positions on November 12, 2001. On November 12, 2001, Lyne Marchessault was appointed President of Rainwire and Michael McLaughlin was appointed Assistant Secretary.

Lyne Marchessault, President, Secretary and Director. Ms. Marchessault was elected to our Board of Directors and appointed Secretary in July, 2000. Ms. Marchessault was appointed President of Rainwire on November 12, 2001. In addition, in August, 2001, Ms. Marchessault was elected to the Oasis Board of Directors, a position which she resigned from in November, 2001. From 1996 until January, 1998 Ms. Marchessault was the Director of International Marketing and Public Relations for Ultimate Technographics. From January, 1998 until the present, Ms. Marchessault has been the managing member of Osprey Investments, LLC. Ms. Marchessault holds a Marketing degree from Concordia University and a Masters in Business Administration from McGill University.

Peggy A. Evans, Chief Financial Officer. Ms. Evans was appointed as our Chief Financial Officer in August, 2001. Since October 1, 2000, Ms. Evans has been the Chief Financial Officer for Oasis Group, Inc. Prior to that time, Ms. Evans served as the President of Yakley Management, Inc. and the Chief Operating Officer of Eston Hospitality, LLC. Ms. Evans holds a B.S. degree in business from Pepperdine University.

Michael McLaughlin, Director. Mr. McLaughlin was elected to our Board of Directors in August, 2001, and appointed Assistant Secretary in November, 2001. In addition, Mr. McLaughlin was elected to the Oasis Board of Directors in August, 2000, a position which he resigned from in November, 2001. For the last 14 years, Mr. McLaughlin has been the owner and President of American Flooring, Inc. Mr. McLaughlin holds a bachelors degree in business from Florida Atlantic University.

John Hill, Director. Mr. Hill was elected to our Board of Directors in August, 2001. In addition, Mr. Hill was elected to the Oasis Board of Directors in July, 2000, a position which he resigned from in November, 2001. From 1996 until 1998, Mr. Hill was a Divisional Claims Superintendent with State Farm Fire & Casualty Company and from 1998 until the present, Mr. Hill has been a Section Manager with State Farm. Mr. Hill holds a B.S. in Business Administration degree from the University of Tennessee.

Directors hold office until the next annual meeting of shareholders. Officers are elected by the Board of Directors following the Annual meeting of stockholders.

On December 31, 2000, management adopted a plan to discontinue the operations of Rainwire and to liquidate its assets.

In connection with the Non-binding Share Exchange Agreement executed in August, 2001, Rainwire issued 12,000,000 shares of its common stock to Osprey Investments, LLC (Lyne Marchessault, our President, Secretary and a director, is the sole member) in satisfaction of loans in the principal amount of $60,000. The purpose of the loans was to provide Rainwire with general working capital and the funds received were used for such purpose. In addition, in October, 2001, Rainwire exchanged 500,000 of its Series D Convertible Preferred Stock for 10,000,000 shares of its common stock owned by Osprey. Ms. Marchessault abstained from the Board of Directors vote concerning this exchange of shares. As a result of Ms. Marchessault’s relationship with the Company, the terms and conditions of the foregoing transactions may have been more favorable than they would have been had the transactions been entered into with an unrelated party.

Rainwire’s officers and directors have ownership interests in Oasis. Lyne Marchessault, our President, Secretary and a director, beneficially owns approximately 4.3% of the outstanding common stock of Oasis, which she received for various marketing or real estate related services that she, or a company that she controls, provided to Oasis with a value of $17,000. Additionally, Peggy A. Evans, our newly appointed Chief financial Officer, owns approximately 5.6% of the outstanding common stock of Oasis and as a result of the assignment of certain real estate and sale contracts to Oasis, may ultimately own 1.5% of the outstanding common stock of Oasis, and 20% of the outstanding Series A Convertible Preferred Stock of Oasis. (See “Background on Oasis Group, Inc. — Conflicts of Interest”). Moreover, John Hill and Mike McLaughlin, recently appointed directors each own less than 1.0% of the outstanding common stock of Oasis, which they received as director compensation during the time that they served on the Oasis board of directors.

Advances totaling approximately $115,000 were made to Rainwire from Oasis as of December 31, 2001. The funds were used for general working capital, including legal and accounting expenses in connection with Rainwire’s reporting requirements under the Securities Exchange Act of 1934.

In connection with the Share Exchange Agreement, Rainwire moved its business address to the offices of Oasis. Until the closing of the Share Exchange, Oasis has agreed to allow Rainwire to use Oasis’ offices on a rent free basis, although the parties have not entered into a formal agreement.

As a result of the advances from Oasis, Rainwire’s use of Oasis’ offices, and the stock ownership of the companies by the officers and directors of each company, various conflicts of interest may exist that may have limited Rainwire’s or Oasis’ ability to negotiate favorable terms in the Share Exchange Agreement and may limit Rainwire’s or Oasis’ ability to declare a termination or breach of the Share Exchange Agreement.

The Board of Directors held three meetings during 2001. No director of Rainwire during the last fiscal year failed to attend any of the meetings of Rainwire’s Board of Directors.

The compensation paid in 1999, 2000 and 2001 to the Chief Executive Officer of the Company and to the President of the Company is set forth in the table below. No executive officers or any officer of a subsidiary had total compensation that exceeded $100,000.


(1)	Mr. Johns entered into an employment agreement with the Company on July 26, 2000, which paid him an annual salary of $102,000 and an annual car allowance of $7,200. Mr. Johns resigned as President and Chief Executive Officer in April, 2001.

(2)	Mr. Potts was appointed President and Chief Executive Officer on August 29, 2001, and resigned as President and Chief Executive Officer on November 12, 2001.

(3)	Ms. Marchessault was appointed President on November 12, 2001.

There were no options granted to the Executive Officers of the Company and its subsidiaries during the year ending December 31, 2001. The Company has no stock appreciation rights (“SARs”) outstanding.

Mr. Johns entered into an employment agreement dated as of July 26, 2000 with a three year term that ran until July 26, 2003 and his initial base salary was $102,000, subject to adjustments annually at the Compensation Committee’s discretion. Mr. Johns was eligible to participate in any bonus plan adopted by the Company and to receive stock options as determined by the Compensation Committee.

In the event Mr. Johns’ employment was terminated for reasons other than cause, he was entitled to receive payment of his base salary through the date of his termination and for a period of twelve months thereafter. If Mr. Johns was terminated without cause within one year of a change of control, he was entitled receive payment of his base salary through the date of his termination and for a period of twelve months thereafter.

Mr. Johns agreed to not disclose our secrets and confidential information obtained during his employment. For a period of twelve months following the end of his employment, Mr. Johns cannot become associated with competitive companies, nor will he solicit any of our employees and customers.

The following table sets forth information regarding shares of our Common Stock beneficially owned as of June 30, 2002. Beneficial ownership is calculated in accordance with Rule 13d-3(d) under the Securities Exchange Act of 1934. As used in the table below, a beneficial owner includes any person who directly or indirectly, through contract, arrangement, understanding, relationship or otherwise has or shares (a) the power to vote, or direct the voting, of such security or (b) investment power which includes the power to dispose, or to direct the disposition of, such security. In addition, a person is deemed to be the beneficial owner of a security if that person has the right to acquire beneficial ownership of such security within 60 days. Unless otherwise indicated, each person possesses sole voting and investment power with

respect to the shares identified as beneficially owned. Except as otherwise indicated in the table, the address of the stockholders listed below is that of Rainwire’s principal executive office. Directors not included in the table below do not hold Rainwire securities.


(1)	Includes 12,231,461 shares owned by Osprey Investments, LLC of which Ms. Marchessault is the Sole Member.

(2)	Includes 2,231,461 shares of common stock and 500,000 shares of Series D Convertible Preferred Stock currently convertible into 10,000,000 shares of common stock.

(3)	Mr. Johns resigned as an officer and director in April, 2001.

(4)	Includes 648,091 shares owned by Cambridge Capital, LLC.

You should read the following audited financial information with respect to the year ended December 31, 2001, and unaudited financial information for the period ended March 31, 2001 together with the discussion in Oasis’ “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Oasis Group, Inc. was incorporated under the laws of the state of Georgia on November 22, 1999. The corporate office is located at 8215 Roswell Road, Suite 925, Atlanta, Georgia 30350 and the telephone number is 770-522-8181.

Since the inception of incorporation the company has been in the development stage and has assembled a management team, researched resort and commercial locations, completed extensive marketing research, entered into a purchase and sale agreement for the acquisition of Landmark Mortgage, entered into the share exchange with Rainwire Partners Inc., and entered into purchase and sale agreements for the acquisition of real estate assets in the states of Tennessee and Wisconsin, and purchased undeveloped real estate in Arizona, California, South Dakota and Wyoming.

The business model is straightforward real estate golf resort and residential communities development, commercial and residential land acquisition for development, acquisition of commercial property, acquisition of developable land holdings for use or future sale, acquisition of existing resort and golf club communities and acquisition of a mortgage operation to compliment the residential development sales with added services. The corporate business plan is to develop geographical and revenue diversified golf resorts with gated residential country club communities for both permanent and second home purchases with practical and inventive residential and commercial real estate developments.

The Company has identified the target market for all company developments to be the Baby Boomer generation. There are 76 Million Baby Boomers born between 1946 and 1964 that are now in their early 50’s. The company believes this market is driving the demand for second homes, gated residential golf communities, re-location for retirement residences and resort facilities to unprecedented heights. According to the 2000 census, there are more than 82.8 million people between the ages of 35 and 54- up 32%, or 20 million from the 1990 census. Market factors indicate that real estate surrounding a golf course is a good investment. According to NGF spokesman Hugh Norton, on-site golf facilities are often the key to increasing real estate land values and increasing property sales.

The company will own, develop and manage golf community residential and commercial resort real estate and neighborhood retail shopping centers in staged expansion by utilizing senior securities, offering securities in exchange for property, placing acquisition and development debt instruments, and by engaging in the purchase and sale or turnover of investments and land. The company will minimize capital requirements by structuring joint ventures to minimize land cost and place equity partners in certain developments therein, building an asset-based portfolio, while minimizing the risk of the traditional leveraged real estate developments.

The company intends to form separate limited liability companies for each development that it owns and operates, which are structured and accountable as independent profit centers. As the managing member of all the limited liability companies, Oasis will have the exclusive power under the Operating Agreement to manage and conduct the business of the company. The corporate leadership experience and management expertise is utilized on all acquisitions, developments, architecturally controlled and managed operations to capitalize on the senior management team of experienced experts in the real estate acquisition, development, master land planning, design, golf course design and construction, marketing and sales and golf and resort management.

To date the company has entered into or closed on the following Real Estate Sale and Purchase Agreements:

On May 9, 2002, Oasis purchased the “Palm Springs” land package, which is comprised of 28 assembled land acquisition packages with a cumulative acreage of approximately 3005 acres located in California and Arizona.

The purchase price for the property was $4,009,830 and was paid as follows: $59,830 cash, a $950,000 short-term note and a $3,000,000 long-term note to seller.

The estimated valuation of the properties is Eight Million Dollars ($8,000,000).

The near-term business application for the land inventory will be utilized to additionally secure investors in Oasis. The long-term business role of the land inventory is to have availability of liquidity in the form of land sales. The exit strategy for the land bank will be to divest the property at the most profitable price points.

Oasis formed Oasis Plum Creek, LLC a Wyoming limited liability company, for the purpose of the acquisition, development and management of the Plum Creek Property. Oasis is the managing member and owns a one hundred percent (100%) membership interest.

This 220-acre property is located nine miles north of Newcastle, Wyoming, Weston County on U.S. Highway 85 and two miles west on Plum Creek Road. Plum Creek Road, a County maintained road, provides access through the western portion of the property. Access is provided to the east and west portion of the property off Plum Creek Road.

Oasis Plum Creek, LLC entered into an Assignment and Assumption of Real Estate Sale and Purchase Agreement with Ronald A. Potts, our Chairman of the Board and Chief Executive Officer, dated as of June 10, 2002. In consideration of the Assignment, Oasis has agreed to pay Mr. Potts 137,029 shares of Oasis Series A Convertible Preferred Stock.

On April 23, 2002, Ronald A. Potts entered into a Real Estate Sale and Purchase Agreement with Marie Bakke for the purchase of 220 acres of undeveloped land in Weston County, Wyoming. The parties executed a First Amendment on June 10, 2002.

The consideration for the property was 366,665 shares of Oasis common stock (owned by Ronald A. Potts) with a stated value of approximately $1.20 per share (a total valuation of $440,000).

Preliminary plans include an executive retreat and hunting lodge resort for future development. However, the property will currently be held as a land bank asset until a development plan for the highest and best use is determined or a decision is made to sell the property.

Oasis formed Oasis Joe Creek, LLC, a South Dakota limited liability company, for the purpose of the acquisition, development and management of the Joe Creek Property. Oasis is the managing member and owns a one hundred percent (100%) membership interest.

Oasis Joe Creek, LLC entered an Assignment and Assumption of Real Estate Sale and Purchase Agreement with Ronald A. Potts, our Chairman of the Board and Chief Executive Officer, dated as of June 10, 2002.

On April 23, 2002, Ronald A. Potts entered into a Real Estate Sale and Purchase Agreement with Marie Bakke for the purchase of 973 acres of undeveloped land in Hughes County, South Dakota. The parties executed a First Amendment on June 10, 2002. In consideration of the Assignment, Oasis has agreed to pay Mr. Potts 233,572 shares of Oasis Series A Convertible Preferred Stock.

The consideration for the property is 625,000 shares of Oasis common stock (owned by Ronald A. Potts) with a stated value of approximately $1.20 per share (a total valuation of $750,000).

The property will be held as a land bank asset until a development plan for the highest and best use is determined or a decision is made to sell the property.

In the opinion of management, all of the foregoing properties are adequately covered by casualty and liability insurance.

Oasis has formed Oasis Wisconsin-Dell, LLC, a Wisconsin limited liability company, for the purpose of the acquisition, development and management of the Wisconsin-Dell Property. Oasis is the managing member and owns a ninety percent (90%) membership interest and Charles B. Hicks, owns the remaining ten percent (10%) membership interest.

The Wisconsin Dell property is located in the city limits of Village of Lake Delton, Sauk County, Wisconsin and consists of approximately 136 acres, zoned commercial with entitlements and utilities in place.

Oasis Wisconsin-Dell, LLC entered into an Assignment and Assumption of Real Estate Sale and Purchase Agreement with Ronald A. Potts, our Chairman of the Board and Chief Executive Officer and Peggy A. Evans, our Chief Financial Officer and Secretary, dated as of June 24, 2002.

On April 16, 2002, Ronald A. Potts and Peggy A. Evans entered into a Real Estate Sale and Purchase Agreement with Charles B. Hicks for the purchase of 136 acres of undeveloped land in Saulk County, Wisconsin. The parties executed a First Amendment on April 16, 2002, a Second Amendment on April 23, 2002, and a Third Amendment on June 24, 2002. In consideration of the Assignment, Oasis has agreed to pay Mr. Potts and Ms. Evans 2,117,098 and 2,000,000 shares of Oasis Series A Convertible Preferred Stock, respectively, upon the closing on the property.

The consideration for the property is $6,798,002 paid as follows: at Closing, the Purchaser shall deliver (a) 2,752,500 shares of Oasis common stock (owned by Ronald A. Potts) and 1,600,000 shares of Oasis common stock owned by Peggy A. Evans) with a stated value of approximately $1.20 per share (a total valuation of $5,223,000), (b) assume an existing indebtedness in the amount of $975,000, and (c) pay the sum of $600,000 by certified check or by wire transfer of immediately available funds.

The feasibility period begins upon receipt of all of the due diligence information by the Purchaser and lasts for a period of thirty days.

During the Feasibility Period, the Purchaser has the right to enter onto the Property and to have a new survey of the prepared or to have the Seller’s survey of the Property updated at the Purchaser’s expense. If the new or updated survey shows any matter affecting marketability of title to the Property, Purchaser may object prior to the expiration of the Feasibility Period, and Seller will have until the Closing to cure such matter or five days to indicate those matters that Seller will decline to cure.

Seller shall convey to Purchaser at Closing good and marketable fee simple title in and to the Property. Within ten days after the date of the Agreement, Seller shall, at Seller’s sole cost and expense, cause the Title Company to issue and deliver to Purchaser a written commitment to issue the Title Policy in the full amount of the fair market value of the Property.

Title Exceptions that Seller will not cure. If Seller shall decline to cure any items, Purchaser shall have five days after receipt of Seller’s response to indicate whether Purchaser will accept or decline the Property.

Purchaser and Purchaser’s agents and contractors shall have the right during the Feasibility Period to enter the Property at reasonable times for the purpose of inspecting, testing and appraising the Property and to review all books and records, contracts and other operating documents relating to the Property, upon reasonable notice to Seller.

The Agreement contains various customary representations and warranties by the Seller concerning Seller’s right, title and interest in the Property and the absence of any claims, litigation, liens or assessments against the Property.

The Agreement contains various customary representations and warranties concerning the Purchaser’s ability to enter into the Agreement.


	(a) Maintain the Property and existing insurance coverage;

	(b) Not contract to convey or voluntarily encumber the Property or enter into any contract that will be an obligation affecting the Property; and

	(c) Cooperate with, and assist Oasis, in obtaining access to governmental agencies having authority concerning the development of the Property.

The closing shall occur on a date agreed to by the parties not more than thirty days after the expiration of the Feasibility Period.

Concurrent to closing, Oasis will place a bridge loan for $4,000,000 on the raw land to retire the $975,000 debt and pay the seller $600,000. The balance of the loan proceeds will provide feasibility and development resources for Oasis Wisconsin-Dell LLC and Oasis. Oasis, Mr. Potts, our Chairman of the Board and Chief Executive Officer, and Mr. Hicks will guarantee the debt instruments.

The preliminary development plan encompasses the entire acreage with a hotel, theme park, 9-hole golf course and shopping center. A definitive plan will be determined after the feasibility study is completed. Oasis is also considering several joint venture opportunities.

Oasis has formed Oasis Watts Bar, LLC, a Tennessee limited liability company, for the purpose of the acquisition, development and management of the Watts Bar Resort Property. Oasis is the managing member and owns a ninety percent (90%) membership interest and Charles B. Hicks, owns the remaining ten percent (10%) membership interest.

The property is located in East Tennessee, Roane County near Kingston, Tennessee approximately 5 miles south of exit 350: I-40 on Watts Bar lake. The property consists of approximately 1,157 acres of land that envelops over six miles of lake frontage on Watts Bar Lake, regarded as one of the premium lakes for development in the state of Tennessee.

Oasis Watts Bar, LLC has entered into an Assignment and Assumption of Real Estate Sale and Purchase Agreement with Ronald A. Potts, our Chairman of the Board and Chief Executive Officer, dated as of July 9, 2002.

On July 9, 2002, Ronald A. Potts entered into a Real Estate Sale and Purchase Agreement with Charles B. Hicks for the purchase of 1157 acres of undeveloped land in Roane County, Tennessee. In consideration of the Assignment, Oasis has agreed to pay Mr. Potts 2,647,150 shares of Oasis Series A Convertible Preferred Stock upon the closing on the property.

On the date the Agreement was executed, the Purchaser deposited $50,000 as non-refundable earnest money, which shall be applied to the purchase price. In addition, on May 15, 2002, the Purchaser deposited an additional $50,000 as non-refundable earnest money, which shall also be applied to the purchase price.

The feasibility period begins upon receipt of all of the due diligence information by the purchaser and lasts for a period of twenty days.

If the Preliminary Title Report reveals non-Permitted Title Exceptions, or any title defects, Purchaser may object by notifying Seller within five days after the date of the receipt of the Preliminary Title Report. Seller will have five days after receipt of Purchaser’s objections to indicate those non-Permitted Title Exceptions that Seller will not cure. If Seller shall decline to cure any items, Purchaser shall have five days after receipt of Seller’s response to indicate whether Purchaser will accept or decline the Property.

The Agreement contains various customary representations and warranties concerning the Purchaser’s ability to enter into the Agreement.


	(a) Maintain the Property and existing insurance coverage;

	(b) Not contract to convey or voluntarily encumber the Property or enter into any contract that will be an obligation affecting the Property; and

	(c) Cooperate with, and assist Oasis, in obtaining access to governmental agencies having authority concerning the development of the Property.

The closing shall occur at any time during the contract on a date not more than 150 days after the execution of the Agreement. Purchaser shall have the right to extend the Closing Date for one period of sixty days by paying the Seller an additional deposit in the amount of $25,000. If, at the closing, Seller cannot furnish clear and marketable title, all non-refundable earnest money shall be refunded to the Purchaser.

The project requires $18,000,000 of debt placement, with $10,500,000 in acquisition and development and $7,500,000 in vertical construction debt. The limited liability company will secure the debt with the property and Oasis and Mr. Potts, our Chairman of the Board and Chief Executive Officer will guarantee the debt instruments. Oasis expects to place $5,000,000 of cash equity into the development of the property.

Oasis expects to develop the property as a gated golf and lake country club community with amenities that are expected to include a golf course, marina with covered slips with bar and grill, clubhouse with spa, swimming and tennis facilities, walking and birding trails, community recreation center, equestrian center, 290 lake lots, 160 lake and golf lots, 150 golf lots, 150 villa lots and 200 condominiums with strict architectural design control. Oasis expects to begin construction in the first quarter of 2003.

Oasis formed Oasis Athens, LLC, a Tennessee limited liability company, for the purpose of the acquisition, development, management and operation of the Athens, Tennessee property. Oasis is the managing member and owns a ninety percent (90%) membership interest and Charles B. Hicks owns the remaining ten percent (10%) membership interest.

191 acres, zoned commercial McMinn County, Interstate 75 at exit 49, mid point between Knoxville and Chattanooga.

Oasis Athens, LLC entered into an Assignment and Assumption of Real Estate Sale and Purchase Agreement with Ronald A. Potts, our Chairman of the Board and Chief Executive Officer, dated as of June 24, 2002.

On April 16, 2002, Ronald A. Potts entered into a Real Estate Sale and Purchase Agreement with Charles B. Hicks for the purchase of 191 acres of undeveloped land in McMinn County, Tennessee. The parties executed a First Amendment on April 16, 2002, a Second Amendment on April 23, 2002, and a Third Amendment on June 24, 2002. In consideration of the Assignment, Oasis has agreed to pay Mr. Potts 1,681,719 shares of Oasis Series A Convertible Preferred Stock upon the closing on the property.

The consideration for the property is $5,400,000 paid as follows: at Closing, the Purchaser shall (a) deliver 2,000,000 shares of Oasis common stock (owned by Ronald A. Potts) with a stated value of approximately $1.20 per share (a total valuation of $2,400,000), (b) assume the existing indebtedness in the amount of Six Hundred Thousand and No/100 Dollars ($600,000.00) in favor of and payable to Citizens National Bank of Athens, (c) assume two (2) options of Holiday Group, LLC, with a note payable in the amount of Two Million and No/100 Dollars ($2,000,000.00) to Holiday Group, LLC, and (d) pay the sum of Four Hundred Thousand and No/100 Dollars ($400,000.00) by certified check or by wire transfer of immediately available funds.

The feasibility period begins upon receipt of all of the due diligence information by the Purchaser and lasts for a period of thirty days.

The Agreement contains various customary representations and warranties concerning the Purchaser’s ability to enter into the Agreement.


	(a) Maintain the Property and existing insurance coverage;

	(b) Not contract to convey or voluntarily encumber the Property or enter into any contract that will be an obligation affecting the Property; and

	(c) Cooperate with, and assist Oasis, in obtaining access to governmental agencies having authority concerning the development of the Property.

The closing shall occur on a date agreed to by the parties not more than thirty days after the expiration of the Feasibility Period.

The property will be developed as a regional shopping mall as well as some residential units. The feasibility and master land plan are in the development stage.

Oasis formed Oasis I-75 I-40, LLC, a Tennessee limited liability company, for the purpose of the acquisition, development, management and operation of the I-75 I-40, Tennessee property. Oasis is the managing member and owns a ninety percent (90%) membership interest and Charles B. Hicks owns the remaining ten percent (10%) membership interest.

27.8 Acres Farragot/ Knoxville, Knox County, Tennessee; Exit Lovell road on Interstate 75.

Oasis I-75 I-40, LLC entered into an Assignment and Assumption of Real Estate Sale and Purchase Agreement with Ronald A. Potts, our Chairman of the Board and Chief Executive Officer, dated as of June 24, 2002.

On April 16, 2002, Ronald A. Potts entered into a Real Estate Sale and Purchase Agreement with Charles B. Hicks for the purchase of 27.8 acres of undeveloped land in Knox County, Tennessee. The parties executed a First Amendment on April 16, 2002, and a Second Amendment on June 24, 2002. In consideration of the Assignment, Oasis has agreed to pay Mr. Potts 436,001 shares of Oasis Series A Convertible Preferred Stock upon the closing on the property.

The consideration for the property is $1,400,000 paid as follows: at Closing, the Purchaser shall (a) assume an existing indebtedness in the amount of $1,350,000 and (b) pay the sum of $50,000 by certified check or by wire transfer of immediately available funds.

The feasibility period begins upon receipt of all of the due diligence information by the Purchaser and lasts for a period of thirty days.

The Agreement contains various customary representations and warranties concerning the Purchaser’s ability to enter into the Agreement.


	(a) Maintain the Property and existing insurance coverage;

	(b) Not contract to convey or voluntarily encumber the Property or enter into any contract that will be an obligation affecting the Property; and

	(c) Cooperate with, and assist Oasis, in obtaining access to governmental agencies having authority concerning the development of the Property.

The closing shall occur on a date agreed to by the parties on a date not more than thirty days after the expiration of the Feasibility Period.

The limited liability company will place $1,350,000 of debt on the property and Oasis and Mr. Potts, our Chairman of the Board and Chief Executive officer, will guarantee the debt instruments.

The property will be held as a land bank asset until a development plan for the highest and best use is determined or a decision is made to sell the property.

Oasis formed Oasis Route 66, LLC, a Tennessee limited liability company, for the purpose of the acquisition, development, management and operation of the Route 66, Tennessee property. Oasis is the managing member and owns a ninety percent (90%) membership interest and Charles B. Hicks owns the remaining ten percent (10%) membership interest.

Sevier County 23 Acres On Interstate 40 at the gateway to the Great Smokey Mountains National Park.

Oasis Route 66, LLC entered into an Assignment and Assumption of Real Estate Sale and Purchase Agreement with Ronald A. Potts, our Chairman of the Board and Chief Executive Officer, dated as of June 24, 2002.

On April 16, 2002, Ronald A. Potts entered into a Real Estate Sale and Purchase Agreement with Charles B. Hicks for the purchase of 23 acres of undeveloped land in Sevier County, Tennessee. The parties executed a First Amendment on April 16, 2002, and a Second Amendment on April 23, 2002. In consideration of the Assignment, Oasis has agreed to pay Mr. Potts 560,573 shares of Oasis Series A Convertible Preferred Stock upon the closing on the property.

The consideration for the property is the assumption of $1,800,000 in debt that is secured by the Property and owned by the Seller.

The feasibility period begins upon receipt of all of the due diligence information by the Purchaser and lasts for a period of thirty days.

During the Feasibility Period, the Purchaser has the right to enter onto the Property and to have a new survey prepared or to have the Seller’s survey of the Property updated at the Purchaser’s expense. If the new or updated survey shows any matter affecting marketability of title to the Property, Purchaser may object prior to the expiration of the Feasibility Period, and Seller will have until the Closing to cure such matter or five days to indicate those matters that Seller will decline to cure.

The Agreement contains various customary representations and warranties concerning the Purchaser’s ability to enter into the Agreement.


	(a) Maintain the Property and existing insurance coverage;

	(b) Not contract to convey or voluntarily encumber the Property or enter into any contract that will be an obligation affecting the Property; and

	(c) Cooperate with, and assist Oasis, in obtaining access to governmental agencies having authority concerning the development of the Property.

The closing shall occur on a date agreed to by the parties on a date not more than thirty days after the expiration of the Feasibility Period.

The property will be held as a land bank asset until a development plan for the highest and best use is determined or a decision is made to sell the property.

Oasis formed Oasis Townsend, LLC, a Tennessee limited liability company, for the purpose of the acquisition, development, management and operation of the Townsend Tennessee property. Oasis is the managing member and owns a ninety percent (90%) membership interest and Charles B. Hicks owns the remaining ten percent (10%) membership interest.

Oasis Townsend, LLC entered into an Assignment and Assumption of Real Estate Sale and Purchase Agreement with Ronald A. Potts, our Chairman of the Board and Chief Executive Officer, dated as of June 24, 2002.

On April 16, 2002, Ronald A. Potts entered into a Real Estate Sale and Purchase Agreement with Charles B. Hicks for the purchase of 23 acres of undeveloped land in Sevier County, Tennessee. The

parties executed a First Amendment on April 16, 2002, a Second Amendment on April 23, 2002, and a Third Amendment on June 24, 2002. In consideration for the Assignment, Oasis has agreed to pay Mr. Potts 186,858 shares of Oasis Series A Convertible Preferred Stock upon the closing on the property.

The consideration for the property is $600,000 paid as follows: (a) at Closing, Purchaser shall deliver 83,335 shares of Oasis common stock (owned by Ronald A. Potts) with a stated value of approximately $1.20 per share (a total valuation of $100,000), and (b) assume the existing indebtedness in the amount of Five Hundred Thousand and No/100 Dollars ($500,000.00) in favor of First National Lenoir City.

The feasibility period begins upon receipt of all of the due diligence information by the Purchaser and lasts for a period of thirty days.

The Agreement contains various customary representations and warranties concerning the Purchaser’s ability to enter into the Agreement.


	(a) Maintain the Property and existing insurance coverage;

	(b) Not contract to convey or voluntarily encumber the Property or enter into any contract that will be an obligation affecting the Property; and

	(c) Cooperate with, and assist Oasis, in obtaining access to governmental agencies having authority concerning the development of the Property.

The closing shall occur on a date agreed to by the parties on a date not more than thirty days after the expiration of the Feasibility Period.

The property will be held as a land bank asset until a development plan for the highest and best use is determined or a decision is made to sell the property.

On December 14, 2001, Oasis entered into a binding letter of intent to acquire all of the outstanding stock of Landmark Mortgage Corporation, a fully licensed wholesale mortgage lender based in New Orleans, Louisiana, and all of the outstanding stock of Statewide Mortgage and Investment Corp., a fully licensed wholesale mortgage lender based in Pensacola, Florida. A description of the terms of the letter of intent is included below.

Stock Acquisition Agreement with Landmark Mortgage Corporation and Statewide Mortgage and Investments Corp.

In October, 2000, Oasis entered into a non-binding letter of intent to acquire all of the shares of outstanding stock of Landmark Mortgage Corporation, a Louisiana corporation (“Landmark”) and Statewide Mortgage and Investments Corp., a Florida corporation (“Statewide”). On December 14, 2001, the parties executed a binding Amendment to the non-binding letter of intent.

On January 31, 2002, the parties agreed to extend the anticipated Closing Date of the acquisition until on or before July [ ], 2002. The parties are currently conducting due diligence and drafting and negotiating the terms of a definitive agreement.

Oasis agrees to use its best efforts to refinance, within a commercially reasonable time after the Closing and on terms acceptable to Oasis, certain real property owned by Landmark and Statewide located in Louisiana and Florida, which consists of two office condominiums in Gretna, Louisiana totaling approximately 3000 square feet and a branch office in Pensacola, Florida of approximately 3300 square feet. The total current outstanding balance on the two properties is approximately $335,000 and the

estimated total fair market value for the two properties is approximately $530,000. In addition, Oasis agrees to make $50,000 available for the financing of additional property that Landmark anticipates acquiring at a purchase price of approximately $220,000.

At the Closing, Oasis shall pay $50,000 to a third party in partial satisfaction of a Promissory Note entered into by Landmark.

It is expressly understood by the parties that, except to the extent specifically contemplated with respect to the mortgage liabilities, Oasis shall not acquire any of the debts, liabilities or obligations arising out of the operation of Landmark or Statewide.

Oasis shall issue to the shareholders of Landmark and Statewide on the Closing Date a total of 1,370,000 shares of Oasis common stock and the sum of $50,000, which will be applied towards certain expenses.

The organizational documents of Oasis do not restrict Oasis from issuing senior securities with liquidation preferences superior to the shares purchased. The Board of Directors may make the decision as to the issuance of senior securities anytime without notice to or a vote of the shareholders.

The organizational documents of Oasis do not restrict Oasis from borrowing money. As a result, any decision to do so is vested solely in the discretion of Oasis’ officers and directors. The policy may be changed at any time without notice to or a vote of the shareholders.

The organizational documents of Oasis do not restrict Oasis from making loans to other persons. As a result, any decision to do so is vested solely in the discretion of Oasis’ officers and directors. The policy may be changed at any time without notice to or a vote of the shareholders.

The organizational documents of Oasis do not restrict Oasis from investing in other issuers for the purpose of exercising control. As a result, any decision to do so is vested solely in the discretion of Oasis’ officers and directors. The policy may be changed at any time without notice to or a vote of the shareholders. However, it is the policy of the Board of Directors to invest only in those companies in which it can acquire at least 80% of the outstanding stock of those companies. To date, Oasis has entered into a binding letter of intent to acquire all of the outstanding stock of Landmark Mortgage Corporation and Statewide Mortgage and Investments Corp. The Board of Directors intends to continue to examine opportunities to acquire other companies that complement Oasis’ business plan.

The organizational documents of the company do not contain any restrictions of the companies’ ability to offer its securities in exchange for property. As a result, any decision to do so is vested solely in the officers of the company and the Board of Directors. Part of Oasis’ business plan is to acquire property, when possible, with common or preferred stock of Oasis. The policy may be changed at anytime without notice to or a vote of the shareholders.

Although earlier in its existence, Oasis did accept shares of Lahaina Acquisitions, Inc. in exchange for shares of its common stock Oasis does not propose to engage in this activity at this time.

Rainwire will continue to file the reports required under the Securities Exchange Act after the Share Exchange.

The company may invest in real estate or interest in real estate which are located anywhere both in or out of the continental Unites States, but plans to focus on those states where we own property and those markets of substance for the target market and business development model. The company may invest in any type of real estate or interest in real estate including, but not limited to, golf course communities, office buildings, apartment building, shopping centers, industrial and commercial properties, special purpose buildings and undeveloped acreage. The acquisition committee, the officers of the company and the board of directors of the company shall approve the acquisition of all real estate and real estate interest.

There is no limitation on the number or amount of mortgages which may be placed on any one piece of property provided that in the event the company would seek to borrow an amount which is more than 300% or 3 times the company’s total net assets, which must be approved by the board of directors and disclosed to the shareholders in the next quarterly report. In addition to the 300% limitation on total indebtedness, we have a policy that may be changed at anytime without shareholder approval of not exceeding an 85% debt level on our real estate assets.

The method of financing the purchase of real estate shall be primarily from borrowed funds and the sale of shares. The finance committee, the officers and the board of directors of the company shall approve the financing of all real estate and real estate interest.

It is not our policy to acquire assets primarily for capital gain through sale in the short term. Rather, it is our policy to acquire assets with the intention to hold the asset for long term unless an imminent sale is strongly accretive and warrants consideration. During the holding period it is our policy to develop the real estate or hold for capital appreciation through an increase in our stock price as a result of the increase in value of the underlying real estate portfolio. The board of directors as it relates to investments in real estate or interest in real estate may change any policy anytime without notice to or a vote of the shareholders.

The officers of the company shall delegate the method of operating the real estate to internal employees, consultants and independent contractors. The officers of the company and the board of directors shall make all major operating decisions concerning the operation of our real estate.

Oasis does not presently hold investments in real estate mortgages nor is it the intent of the Company to invest in real estate mortgages in the near future. However, this policy may be changed at anytime without notice to or a vote of the shareholders.

Oasis intends to form separate limited liability companies for each development that it owns and operates, which are structured and accountable as independent profit centers. Oasis will be the managing member of all the limited liability companies, and have the exclusive power under the Operating Agreement to manage and conduct the business of the company.

The limited liability companies will acquire real estate and will be formed under the laws of the states in which the real estate is located. The separate limited liability companies will be subsidiaries of Oasis and reported on and accounted for based on the membership participation interest of Oasis.

On December 19, 2001 there were approximately 77 shareholders of record of Oasis’ common stock.

Oasis has never paid dividends on its common stock and does not anticipate that it will do so in the foreseeable future.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Oasis is a privately held, development stage, Georgia corporation, formed in November 1999. Its business plan includes acquiring, owning, developing and selling undeveloped property either through direct ownership of the properties, or through the acquisition of entities owning such properties, in addition to acquiring business related to such real estate activities. From inception through March 31, 2002, Oasis provided substantially all of its resources through the sale or issuance of its own common stock, of which 6,989,853 shares were issued for cash of $1,199,669; 800,000 shares in exchange for securities valued at $185,000; and the balance of 32,933,000 for other non-cash consideration valued by the Board of Directors at $330,140, for a total capitalization as of March 31, 2002 of 40,722,853 shares outstanding, with total consideration of $2,247,697.

Since 2000, the Company has investigated numerous business opportunities including the pending stock exchange transaction with Rainwire Partners, Inc. (Rainwire), a public company, all of whose operations were discontinued as of December 31, 2000. If the Rainwire transaction is completed, Oasis will own the majority of the Rainwire outstanding common stock. Oasis has advanced $125,855, to Rainwire to meet some of the obligations of Rainwire, and continues to advance Rainwire funds to enable it to meet its financial reporting obligations to the Securities and Exchange Commission.

Several of the business opportunities investigated by Oasis resulted in acquisition agreements which provide for the purchase of undeveloped real estate in several states, and two companies owned by the

Except for interest earned during the year of $2,453, there were no earned revenues as the Company continued in the development stage. Its activities were largely fund raising, searching and arranging for real estate projects and business in which the Company had an interest in acquiring, and the furtherance of the stock exchange transaction with Rainwire Partners, Inc. and the filing of a registration statement on Form S-4 with the Securities and Exchange Commission in early 2002.

A net loss was incurred during 2001 of $1,444,000 comprised largely of general and administrative expenses of $1,139,000. Over $700,000 of this total was for services including compensation for officers (of which $306,000 were contributed services), consultants, and others. A majority of the other expense for services was provided to the Company for approximately 30,000,000 shares of common stock issued during the year at $.01 per share. The more significant remaining general and administrative expenses were travel and entertainment of $221,000, professional fees of $122,000, and $67,000 for office, rent utilities and telephone. The balance of expenses, other than general and administrative were due to the abandonment of preacquisition real estate and business acquisition costs of $193,000, and the write off of unrecoverable advances to Rainwire Partners, Inc. relating to their need to continue in existence pending the successful completion of the aforementioned filing of a registration statement on Form S-4 with the Securities and Exchange Commission to facilitate the pending stock exchange transaction.

The year ended December 31, 2000 was the first full year the Company had activities since incorporation in late 1999. During 2000, the Company’s activities were limited to start-up development stage operations including fund raising. It incurred a loss of approximately $502,000 during 2000, of which travel accounted for 49%, and services provided by management, which were contributed to the Company, accounted for 33%. The balance was attributed to several other classifications, included consulting of 12% and legal fees of 3%. There was a decline in the value of securities acquired in July 2000 of $117,000, which was excluded from the determination of the above net loss, since the value of these available-for-sale securities was considered temporary and treated as a reduction of stockholders’ equity as an accumulated other comprehensive loss as of December 31, 2000.

During the three months ended March 31, 2002, Oasis generated a loss of approximately $442,000, which was incurred pursuing its development stage activities, principally for the search for viable real estate projects, operating companies, and the execution of real estate purchase and sales agreements. Included in this loss were approximately 33% for travel and entertainment, 18% for loan fees and interest, 17% for management services, 9% for consulting and the balance of 23% for other expense including $10,930 additional Rainwire advances written off in 2002. In addition to the net loss, the value of the securities acquired in July 2000, increased by $42,500 from December 31, 2001, to a value of $185,000.

During January 2002, Oasis entered into three Promissory Notes in the aggregate amount of $275,000. The stated interest rate for the Notes is 12% per annum and the unpaid principal and interest balance is due in full by February 23, 2002 and/or February 27, 2002 depending on the Note. Net proceeds to the Company amounted to approximately $192,500, which is net of debt issue costs. In addition, the Company agreed to issue an aggregate amount of 145,000 shares of its common stock to the Noteholders or their assigns. The Notes are past due, but no default has been declared to date.

In connection with the above Notes, Oasis’ Chairman, President and Chief Executive Officer, Ronald A. Potts, agreed to guarantee the Notes and agreed to repurchase the common stock issued in

connection with the Notes on or before April 30, 2002 at a price of $1.00 per share. The repurchase option was not exercised by the Noteholders prior to April 30, 2002. In addition, the above Notes were guaranteed by Paul A. Scribner, who in consideration for such guarantee received a total fee of $13,750 and 206,250 shares of Oasis common stock.

During the same three month period in 2001, Oasis incurred a net loss of $366,000 substantially all of which was a result of recording contributed services of management $76,500 and $289,370 for the issuance of 28,937,000 shares of the Company’s common stock for a variety of services having been provided to the Company as of that time as follows:

The near term plan of operation is to complete the share exchange with Rainwire Partners Inc., complete the acquisition of Landmark Mortgage, Inc., and complete the various real estate acquisitions. At the time the share exchange is completed, Rainwire Partners Inc., will be the legal parent of Oasis Group, Inc. for accounting purposes, Oasis Group, Inc. will be the acquirer and its financial information will be reported from the effective date of the share exchange forward. Accordingly, the operations of Rainwire Partners, Inc. will no longer be reported and historical financial information and results of operation will be that of Oasis Group, Inc.

The company intends to continue to minimize capital requirements by structuring joint ventures to minimize land cost and place equity partners in certain developments therein, building an asset-based portfolio, while minimizing the risk of the traditional leveraged real estate developments.

The company intends to own, develop and manage golf community residential and commercial resort real estate and neighborhood retail shopping centers in staged expansion by utilizing senior securities, offering securities in exchange for property, placing acquisition and development debt instruments, and by engaging in the purchase and sale or turnover of investments and land. The company expects to place debt and equity in the next twelve to twenty-four months of approximately $25,000,000.

The company expects to form an arms length advisory committee consisting of experts in the real estate and development arenas to solicit guidance and recommendations to the Board of Directors, officers of the company and executive management.

The company also expects to hire additional employees in management, administrative and financial positions along with project managers for each separate development. Additionally, the company expects to contract with outside consultants and out source some projects in order to facilitate cost control of corporate overhead.

To date the company has formed the following limited liability companies as subsidiaries of Oasis Group, Inc. for the purpose of acquisition and development of certain real estate properties:


	1. Oasis Wisconsin-Dell, LLC., a Wisconsin limited liability company

	2. Oasis I-75 I-40, LLC., a Tennessee limited liability company

	3. Oasis Route 66, LLC., a Tennessee limited liability company

	4. Oasis Athens, LLC., a Tennessee limited liability company

	5. Oasis Watts Bar, LLC., a Tennessee limited liability company

	6. Oasis Joe Creek, LLC., a South Dakota limited liability company

	7. Oasis Plum Creek, LLC., a Wyoming limited liability company

	8. Oasis Townsend, LLC., a Tennessee limited liability company

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

On or about January 29, 2002, Oasis changed its independent accountants, and ended the engagement of Powell & Booth, PC, and retained the firm of Braverman & Company, P.C., as its independent accountants. The decision to change accountants was approved by the Board of Directors of the Company.

In connection with Powell & Booth, PC’s audits of the financial statements of Oasis, there were no disagreements with Powell & Booth, PC on any matter of accounting principles, financial disclosure, or auditing scope or procedures, which disagreements if not resolved to their satisfaction would have caused them to make reference in connection with their opinion to the subject matter of the disagreement.

The audit report of Powell & Booth, PC on the financial statements for the year ended December 31, 2000 and for the period from November 16, 1999 (inception) to December 31, 2000, did not contain any adverse opinion or disclaimer of opinion, nor was it modified as to uncertainty, audit scope or accounting principles.

During the two fiscal years ended December 31, 2001, and the subsequent interim period through January 29, 2002, the Company did not consult with Braverman & Company, P.C. regarding the application of generally accepted accounting principles to a specific transaction, either proposed or completed, or the type of audit opinion that might be rendered on the Company’s Financial Statements.

The following table sets forth all the directors, executive officers and significant employees of the Company as of December 19, 2001.

Ronald A. Potts, Chairman, President and Chief Executive Officer. Mr. Potts was elected to our Board of Directors and appointed Chairman and Chief Executive Officer of Oasis in March, 2000, and President in August, 2000. In addition, in August, 2001, Mr. Potts was elected to the Rainwire Board of Directors and appointed Rainwire’s President and Chief Executive Officer, all positions which he resigned from in November, 2001. From 1996 until March, 2000, Mr. Potts was President of Londott Investments. Mr. Potts holds an Economics degree from the University of Western Ontario.

Jack DiFranco, Director. Mr. DiFranco was appointed to our Board of Directors on December 14, 2001. Since 1985, Mr. DiFranco has been the Chairman and President of Landmark Mortgage Corporation, and since 1988, Mr. DiFranco has been the Chairman and President of Statewide Mortgage and Investments Corp. Mr. DiFranco holds a degree in Law Enforcement from Delgado College.

Lewis Carl Bivens, Director. Mr. Bivens was appointed to our Board of Directors on June 26, 2002. From 1987 until 1997, Mr. Bivens was the Women’s Basketball Coach, Health Instructor at Middle Tennessee State University. Since 1997, Mr. Bivens has been the Promotions Coordinator with Sports Belle, Inc. Mr. Bivens holds a B.S. degree in Physical Education from Tennessee Wesleyan College and a M.S. degree in Health from Union College.

Oasis’ officers and directors have ownership interests in Rainwire. Ronald A. Potts owns approximately 1.5% of the outstanding common stock of Rainwire on a fully-diluted basis.

In connection with the Share Exchange Agreement, Rainwire has moved its business address to the offices of Oasis. Until the closing of the Share Exchange, Oasis has agreed to allow Rainwire to use Oasis’ offices on a rent free basis, although the parties have not entered into a formal agreement.

William Evans, the spouse of Peggy A. Evans, our Chief Financial Officer, has advanced a total of $43,925 to Oasis for various general and administrative expenses and advanced $25,000 towards the deposit on real estate as of June 30, 2002. As of June 30, 2002, $30,317 of the advances for general and administrative expenses remains outstanding and $25,000 of the advances for the real estate deposit remains outstanding. The advances are unsecured and do not bear interest.

In addition, Ronald A. Potts and Peggy A. Evans, our Chairman, President and Chief Executive Officer, and our Chief Financial Officer, respectively, have assigned eight (8) Real Estate Sale and Purchase Agreements to various limited liability companies either wholly owned or 90% owned by Oasis in exchange for 8,000,000 and 2,000,000 shares of Oasis Series A Convertible Preferred Stock, respectively. The total purchase price under the Real Estate Sale and Purchase Agreements is approximately $25.7 million, and the total appraised or estimated valuation of the properties is approximately $35.8 million. In addition to other consideration, Mr. Potts and Ms. Evans have agreed to contribute approximately 5.8 million and 1.6 million shares of Oasis common stock, respectively, that they own individually towards the purchase price and Mr. Potts has agreed to personally guarantee approximately $33 million of debt. Upon the closings of the various properties, Oasis has agreed to compensate Mr. Potts and Ms. Evans with a total of 10,000,000 shares of Oasis’ Series A Convertible Preferred Stock, which are paid in proportion to the purchase price each property has with respect to the total purchase price.

The stock to be used by Mr. Potts and Ms. Evans as consideration for the Real Estate and Sale Agreements is common stock that they had previously received from Oasis as compensation for their services as directors and/or officers originally valued at $58,000 and $16,000, respectively.

In addition, Mr. Potts agreed to personally guaranty three Promissory Notes in the aggregate amount of $275,000 entered into by Oasis in January 2002. In connection with the Notes, Oasis agreed to issue 145,000 shares of its common stock to the Noteholders, which Mr. Potts agreed to purchase from the Noteholders, at their option, at a price of $1.00 per share.

The terms and conditions of the foregoing related party transactions may have been more favorable than they would have been had the transactions been entered into with unrelated parties.


(1)	Mr. Potts received 8,200,000 shares of Oasis common stock during 2001 as compensation. The shares were valued at $0.01 per share for a total of $82,000.

No other executive officers or any officer of a subsidiary had total compensation that exceeded $100,000.

To date, Oasis has not entered into any employment agreements with its executive officers.

No options were granted to any directors, officers or employees of Oasis in 2001.

The following table sets forth information regarding shares of our Common Stock beneficially owned as of July 5, 2002. Beneficial ownership is calculated in accordance with Rule 13d-3(d) under the Securities Exchange Act of 1934. As used in the table below, a beneficial owner includes any person who directly or indirectly, through contract, arrangement, understanding, relationship or otherwise has or shares (a) the power to vote, or direct the voting, of such security or (b) investment power which includes the power to dispose, or to direct the disposition of, such security. In addition, a person is deemed to be the beneficial owner of a security if that person has the right to acquire beneficial ownership of such security within 60 days. Unless otherwise indicated, each person possesses sole voting and investment power with respect to the shares identified as beneficially owned. Except as otherwise indicated in the table, the

address of the stockholders listed below is that of the Company’s principal executive office. Directors not included in the table below do not hold Company securities.


(1)	Mr. Potts has entered into various Real Estate Sale and Purchase Agreements under which he will sell a total of 5,827,500 shares of his common stock. Accordingly, if all of the real estate transactions close, Mr. Potts will own 2,678,750 shares of Oasis common stock or approximately 6.8%. Oasis has entered into Assignment Agreements for a number of the Real Estate Purchase Agreements referred to above whereby limited liability companies owned by Oasis will purchase the properties referred to therein. In exchange for the assignments, Oasis has agreed to compensate Mr. Potts with a total of 8,000,000 shares of Oasis Series A Convertible Preferred Stock upon the closings on the various properties.

(2)	Consists of 1,600,000 shares owned by Ms. Evans, and 600,000 shares owned by William Evans, Ms. Evans’ spouse. Ms. Evans has entered into a Real Estate Sale and Purchase Agreement under which she will sell a total of 1,600,000 shares of her common stock. Accordingly, if such real estate transaction closes, Ms. Evans will beneficially own 600,000 shares of Oasis common stock or approximately 1.5%. Oasis has entered into an Assignment and Assumption Agreement for the Real Estate Agreement referred to above whereby a limited liability company owned by Oasis will purchase the property referred to therein. In exchange for the assignment, Oasis has agreed to compensate

Pursuant to the Reverse Split, every twenty shares of the common stock of Rainwire issued and outstanding (the “Prior Common”) will be reclassified as, and exchanged for, one share of newly issued Common Stock, par value $.001 (“New Common”).

After the Effective Date of the Reverse Split, the certificates representing shares of Prior Common represent one-twentieth the number of shares of New Common. Certificates representing shares of New Common will be issued in due course as old certificates are tendered for exchange. No fractional shares of New Common will be issued and, in lieu thereof, stockholders holding a number of shares of Prior Common not evenly divisible by 20, and stockholders holding fewer than 20 shares of Prior Common prior to the Effective Date, upon surrender of their old certificates, will receive one share of stock in lieu of fractional shares of New Common.

The Reverse Split will not materially affect the proportionate equity interest in the Company of any holder of Prior Common or the relative rights, preferences, privileges or priorities of any such stockholder, and the par value per share of the Common Stock will not changed. The New Common issued pursuant to the Reverse Split will be fully paid and non-assessable. All shares of New Common will have the same par value, voting rights and other rights as shares of the Prior Common have. Stockholders of the Company do not have preemptive rights to acquire additional shares of Common Stock which may be issued.

In connection with the Share Exchange, the Rainwire Board of Directors, on December 19, 2001, unanimously approved the Reverse Split and determined that it was in the best interest of Rainwire and its shareholders. On the Record Date, the Board of Directors as a group held approximately 48.5% of the voting power of Rainwire.

In approving the Reverse Split, the Rainwire Board considered factors, including, but not limited to, the following:


	1. The Reverse Split will allow Rainwire to effect the Share Exchange without significantly increasing the total number of issued and outstanding Shares.

	2. A fewer number of issued and outstanding shares should enhance the acceptability of the common stock by the financial community and the investing public and is also anticipated to initially increase proportionally the per share market price of the common stock.

	3. The proposed Reverse Stock Split may result in a broader market for the common stock after the Share Exchange than would exist if the Reverse Stock Split did not occur because the expected price level will be greater as a result of the Reverse Stock Split, which may encourage interest and trading in the common stock and possibly promote greater liquidity for Rainwire’s shareholders.

In connection with the Share Exchange, the Rainwire Board of Directors, on December 19, 2001, unanimously approved the Authorized Share Increase and determined that it was in the best interest of Rainwire and its shareholders. On the Record Date, the Board of Directors as a group held approximately 48.5% of the voting power of Rainwire.

In approving the Authorized Share Increase, the Rainwire Board considered factors, including, but not limited to, the following:


	1. The Share Increase will give Rainwire additional shares to effect the Share Exchange Agreement.

	2. The Share Increase will allow the Board of Directors to (a) react without further Stockholder approval to the Company’s capital needs, (b) pursue strategic opportunities that may arise in the future, (c) respond to business opportunities and pursue objectives that may arise in the future including financings, acquisitions, strategic business relationships or stock dividends or stock splits, and (d) enable management to attract and retain talented employees through a grant of stock options and other stock based incentives.

In connection with the Share Exchange, the Rainwire Board of Directors, on December 19, 2001, unanimously approved the Name Change and determined that it was in the best interest of Rainwire and its shareholders. On the Record Date, the Board of Directors as a group held approximately 48.5% of the voting power of Rainwire.

The Rainwire Board approved the Name Change because upon completion of the Share Exchange, the business of Rainwire will be that of Oasis. The Board believes that name “Oasis Group, Inc.” will more accurately convey the scope of our business after the Share Exchange and will capitalize on the recognition of Oasis in the business community in which it operates.

On , 2000, the Rainwire Board of Directors unanimously approved the Rainwire Partners, Inc. 2000 Stock Option Plan and determined that it was in the best interest of Rainwire and its shareholders. On the Record Date, the Board of Directors as a group held approximately % of the voting stock of Rainwire.

The Rainwire Board approved the Rainwire Partners, Inc. 2000 Stock Option Plan for the purpose of advancing our interests and those of our Stockholders by providing a means of attracting and retaining key employees, directors and consultants. The Rainwire Board believes that this Plan serves this purpose by encouraging and enabling key employees, directors and consultants to participate in our future prosperity

The foregoing discussions of the information and factors considered and given weight by Rainwire’s Board for the Reverse Split, Authorized Share Increase, Name Change and Stock Option Plan are not intended to be exhaustive. In view of the variety of factors considered in connection with its evaluation of the foregoing, the Rainwire Board did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determination. In addition, individual members of the Rainwire Board may have given different weights to different factors.

The common stock to be issued in the Share Exchange will be registered under the Securities Act of 1933, as amended (the “Securities Act”). However, any person who received Rainwire or Oasis shares in a private transaction during a period of time when such company was considered a “non-operating, blank-check” company will not be able to sell their shares without an effective registration statement covering the resale of those shares. If and when it is determined that, over a designated period of time, Oasis would have been considered a “non-operating company, blank check,” Rainwire has agreed to register those shares purchased or received shares during that period of time.

Shares that were issued when Oasis was not a “non-operating, blank check” company will be freely transferable under the Securities Act, except for common stock issued to any person who is deemed to be an affiliate of Oasis. Persons who may be deemed to be affiliates include individuals or entities that control, are controlled by, or are under common control with Oasis and include officers and directors, as well as principal stockholders.

Oasis’ affiliates may not sell their Rainwire common stock acquired in the Share Exchange except pursuant to:


	•	an effective registration statement under the Securities Act covering the resale of those shares;

	•	under paragraph (d) of Rule 145 under the Securities Act; or

	•	any other applicable exemption under the Securities Act.

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires directors, executive officers and 10% beneficial owners of any class of equity securities of Rainwire to file certain reports concerning their ownership of Rainwire’s equity securities. Based solely upon a review of Forms 3 and 4 and amendments thereto furnished to the Corporation during its most recently completed fiscal year, and Forms 5 and amendments thereto furnished to Rainwire with respect to its most recently completed fiscal year, the directors, officers and beneficial owners of 10% or more of any class of Rainwire’s securities which failed to make the requisite filings on a timely basis are set forth below.

Messrs. Hill and McLaughlin and Ms. Evans inadvertently failed to timely file a Form 3 with the Commission to report their holdings upon election as a director and appointment as our Chief Financial Officer, respectively. Mr. Potts inadvertently failed to timely file a Form 3 with the Commission to report his holdings upon election as a director and appointment as our Chief Executive Officer on August 29, 2001. Mr. Potts filed a Form 3 with the Commission on or about October 10, 2001. Ms. Marchessault inadvertently failed to timely file a Form 5 with the Commission to report her exchange of shares of the common stock of the Company for shares of preferred stock in the Company in October, 2001. The Company has taken steps to ensure that its officers and directors are aware of the requirements for the filing of these reports and intends to improve its assistance in the preparation of these reports in the future.

Rainwire presently has two classes of voting stock outstanding, its common stock, which has a par value of $0.001, and its Series D Convertible Preferred Stock, which has a par value of $0.01. As of the Record Date, there were 20,000,000 shares authorized and 9,909,886 shares of common stock outstanding, and 500,000 shares authorized and 500,000 shares of Series D Convertible Preferred Stock outstanding. The Majority of Stockholders held approximately 3,712,811 shares of Common Stock, or approximately 37.5% of Rainwire’s issued and outstanding Common Stock, and 500,000 shares of Series D Convertible Preferred Stock, which equals 100% of Rainwire’s issued and outstanding Series D Convertible Preferred Stock and which are entitled to 10 votes per share, for a total of 5,000,000 votes.

Each holder of Common Stock would normally be entitled to one vote in person or by proxy for each share of Common Stock in his or her name on the books of Rainwire, as of the Record Date, on any matter submitted to the vote of stockholders. However, under Section 228(a) of the Delaware Corporation Law, any action which may be taken at a stockholders’ meeting may be taken by written consent of the requisite number of stockholders required to take such action. The approval of the Amendments to the Certificate of Incorporation and the Stock Exchange require the affirmative vote or written consent of a majority of Rainwire’s outstanding Common Stock. On December 19, 2001, the Board of Directors and on December 20, 2001 the majority of stockholders, consented to the Amendments and Share Exchange.

This Information Statement is being provided for your information purposes only. This Information Statement also constitutes your notice of the availability to you of appraisal rights pursuant to Section 262 of the Delaware Corporation Law.

Under Section 262 of the Delaware Corporation Law, holders of record of Shares who do not wish to accept the terms of the Share Exchange and who have neither voted in favor of the Share Exchange nor consented thereto in writing have the right to seek an appraisal of the fair value of their Shares in the Delaware Court of Chancery (the “Delaware Court”). Holders of Shares wishing to assert this right must, on or before the twentieth day after the mailing of this Information Statement, make a written demand for the appraisal of their Shares to: Rainwire Partners, Inc., Attention: President, 8215 Roswell Road, Suite 925, Atlanta, GA 30305. The demand must reasonably inform the Corporation of the identity of the Stockholder making the demand as well as the intention of the Stockholder to demand an appraisal of the fair value of the Shares held by the Stockholder.

Only a holder of record of Shares, or a person duly authorized and explicitly purporting to act on his behalf, is entitled to assert an appraisal right for the Shares registered in his name. Beneficial owners who are not record holders and who wish to exercise appraisal are advised to consult promptly with the appropriate record holders as to the timely exercise of appraisal rights. A record holder, such as a broker, who holds Shares as a nominee for others may exercise appraisal rights with respect to the Shares held for one or more beneficial owners, while not exercising such rights for other beneficial owners. In such a case, the written demand should set forth the number of Shares as to which the demand is made. Where no Shares are expressly mentioned, the demand will be presumed to cover all Shares held in the name of such record holder.

A demand for the appraisal of Shares owned of record by two or more joint holders must identify and be signed by, or on behalf of, all of the holders. A demand for appraisal signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity must so identify the persons signing the demand.

An appraisal demand may be withdrawn by a Stockholder within 60 days after the time upon which all conditions to the closing of the Share Exchange Agreement have been met (the “Effective Date”) by written withdrawal of his demand for an appraisal and an acceptance of the terms of the Share Exchange, or may be withdrawn thereafter with the written approval of the Corporation.

Only a holder of record of Shares on the date of the making of an appraisal demand with respect to such Shares who continuously holds such Shares through the Effective Date, who has otherwise complied with the requirements of Section 262 of the Delaware Corporation Law and who has not waived appraisal rights by voting in favor of the Share Exchange or by consenting thereto in writing shall be entitled to an appraisal. A security holder’s failure to vote on the Exchange Agreement will not in itself constitute a waiver of appraisal rights.

Within 120 days after the Effective Date (the “120-Day Period”), any remaining Stockholder who has properly demanded an appraisal and who has not withdrawn his demand as provided above (such Stockholders being referred to collectively as the “Dissenting Stockholders”) and the Corporation each have the right to file in the Delaware Court a petition (the “Petition”) demanding a determination of the fair value of the Shares held by all of the Dissenting Stockholders. If, within the 120-Day Period, no Petition shall have been filed as provided above, all rights to appraisal will ascertained as of the date of the Share Exchange that throw any light on future prospects of the corporation. Section 262 of the Delaware Corporation Law provides that fair value is to be “exclusive of any element of value arising from the accomplishment or expectation of the merger or consolidation.” In addition, Delaware courts have decided that the statutory appraisal remedy, depending on factual circumstances, may or may not be a dissenter’s exclusive remedy. The costs of the appraisal proceeding may be determined by the Delaware Court and taxed upon the parties as the Delaware Court deems equitable in the circumstances. Upon application, the Delaware Court may also order that all or a portion of the expenses incurred by any former holder of Shares in connection with the appraisal proceeding, including, without limitation, reasonable attorneys’ fees and the fees and expense of experts utilized in the appraisal proceeding, be charged pro rata against the value of all the Shares entitled to an appraisal. Determinations by the Delaware Court are subject to appellate review by the Delaware Supreme Court.

Dissenting Stockholders generally are permitted to participate in the appraisal proceedings. No appraisal proceeding in the Delaware Court shall be dismissed as to any Dissenting Stockholder without the approval of the Delaware Court, and this approval may be conditioned upon terms which the Delaware Court deems just.

From and after the Effective Date, Stockholders are not entitled to vote the Shares for any purpose and are not entitled to receive payment of dividends or other distributions on the Shares payable to stockholders of record thereafter.

The foregoing description is not, and does not purport to be, a complete summary of the applicable provisions of Section 262 of the Delaware Corporation Law and is qualified in its entirety by reference to the text of this provision which is set forth in its entirety in Annex B hereto. Any Former Stockholder considering demanding appraisal is advised to consult its own legal counsel.

Oasis presently has only one class of voting stock outstanding, namely its common stock, no par value. As of the Record Date, there were 150,000,000 shares authorized and [ ] shares of common stock outstanding. Oasis has authorized 25,000,000 shares of series A convertible preferred stock of which 370,601 are presently outstanding. The Oasis series A convertible preferred shares are designated non-voting until such time as the Amended and Restated Share Exchange has been consummated or terminated.

Oasis is soliciting the written consent of a majority of the shareholders of Oasis in favor of the Share Exchange. This Proxy Statement also constitutes your notice of the availability to you of appraisal rights pursuant to Title 14, Article 13 of the Georgia Business Corporation Code.

Under Georgia law, shareholders have the right to dissent from the Share Exchange and to receive instead the fair value of their shares if the Share Exchange is completed. Shareholders who dissent, however, will not receive the amount distributed to our shareholders in connection with the Share Exchange and will forfeit their shares of our common stock for a value that may be higher or lower than

the aggregate per share amount to be distributed in connection with the Share Exchange. To exercise their dissenters’ rights, shareholders must strictly adhere to the provisions of Georgia law governing dissenters’ rights. The following is a summary of the procedures, that must be followed to exercise dissenters’ rights, but we encourage all shareholders to read the full text of the relevant Georgia statutes, which are attached to this proxy statement as Annex B.

To exercise dissenters’ rights, shareholders must deliver to Oasis, at any time prior to the vote on the Share Exchange is taken, a written notice of their intent to demand payment for their shares if the Share Exchange closes. In addition, shareholders exercising their dissenters’ rights may not vote their shares in person or by proxy in favor of the Share Exchange Agreement and the related Share Exchange. A vote against the Share Exchange absent written notice will not in itself be deemed to satisfy the notice requirement under Georgia law and such Shareholders will not be entitled to dissenters’ rights. A failure to vote on the Share Exchange Agreement and related Share Exchange will not in itself be a waiver of a shareholder’s dissenters’ rights. If the Share Exchange Agreement is approved at the annual meeting, we will send a written notice to all shareholders who exercised their dissenters’ rights, which will include information on where shareholders must send their demands for payment and by when the demands must be received. After receiving this notice, dissenting shareholders must send timely written notice to us demanding payment and their share certificates. Any dissenting shareholders who do not timely send a demand to us will not be entitled to receive the fair value of their shares.

Within 10 days of the closing of the Share Exchange, we will send an offer to pay each dissenting shareholder who properly submitted a demand notice and his or her share certificates the amount we estimate to be the fair value of his or her shares, plus accrued interest from the date of the closing of the Share Exchange. Shareholders who accept our written offers or who fail to respond to our offers will receive payment for their shares as set forth in our written offer within 60 days of our offer letter. Shareholders who believe that our payment offers do not represent the fair value of their shares or that the interest is incorrectly calculated may, within 30 days of receiving our offers, send us written notice of their own estimates of the fair value of their shares and the amount of interest due. If we are not able to reach agreement with any dissenting shareholder as to the fair value of his or her shares or the interest due, we will file a proceeding in the Fulton County Superior Court, and the court will decide the fair value of those shares and the interest due. Shareholders who elect to exercise their dissenters’ rights and who receive the fair value of their shares will no longer be shareholders of our company after payment is made.

The fair value that a dissenting shareholder receives for each of his or her shares may be higher or lower than the aggregate per share amount distributed in connection with the Share Exchange, and dissenting shareholders will forfeit their shares of our common stock.

After the Share Exchange, Oasis shareholders will become Rainwire shareholders. The following summary, which is not a complete statement of all differences between right of the holders of Oasis common stock and Rainwire common stock, discusses differences between Rainwire’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws and Oasis Articles of Incorporation and Amended and Restated Bylaws, as well as differences between the Delaware General Corporation Law and the Georgia Business Corporation Code.

Under Delaware and Georgia law, “business combinations” by corporations with “interested shareholders” are subject to a moratorium of three or five years, respectively, unless specified conditions are met. The prohibited transactions include a merger with, disposition of assets to, or the issuance of stock to, the interested shareholder, or specified transactions that have the effect of increasing the proportionate amount of the outstanding securities held by the interested shareholders. Under Delaware and Georgia law, interested shareholders are those shareholders who own 15% and 10% of the voting stock of a corporation, respectively. Interested shareholders may avoid the prohibitions against significant transactions with corporations in Delaware and Georgia under the following circumstances:

Georgia law also includes “fair price requirements” that would apply to any business combinations between Oasis and any interested shareholder. Business combinations with interested shareholders must be unanimously approved by at least three “continuing directors” of Oasis or recommended by at least 66 2/3% of such continuing directors and approved by a majority of the votes entitled to be cast by holders of voting shares, other than voting shares beneficially owned by the interested shareholder. This vote is not required if: (1) the fair market value of the aggregate cash or securities to be received by the shareholders is as high as the fair market value of their shares; (2) the shareholders receive the same form of consideration as the interested shareholder previously paid for shares of the same class or series; (3) there are no changes with respect to dividends; and (4) the interested shareholder has not received the benefit of any loans, advances, guarantees, pledges or other financial assistance provided by eshare.

The validity of the common stock to be issued in the Share Exchange will be passed upon by Greenberg Traurig, LLP, Atlanta, Georgia.

The audited consolidated balance sheet of Rainwire Partners, Inc. and subsidiary as of December 31, 2000 and 2001 and the related consolidated statement of operations, changes in stockholders’ equity, and cash flows for the year then ended included in this Information Statement/ Proxy Statement/ Prospectus and elsewhere in the registration statement have been audited by Braverman & Company, P.C., independent certified public accountants as indicated in their report with respect thereto, and are included herein in reliance upon the authority of said firm as experts in giving such reports.

The audited balance sheet of Oasis Group, Inc. as of December 31, 2001, and the related statements of operations and comprehensive loss, changes in stockholders’ equity and cash flows for the year then ended included in this Information Statement/ Proxy Statement/ Prospectus have been audited by Braverman & Company, P.C., independent auditors and the audited statements of operations and comprehensive loss, changes in stockholders’ equity and cash flows for the year ended December 31, 2000, and for the period from November 16, 1999 (inception) to December 31, 2000 included in this Information Statement/Proxy Statement/Prospectus have been audited by Powell & Booth, P.C., independent auditors, as stated in their reports appearing herein, and are included in reliance upon the report of such firms given upon their authority as experts in accounting and auditing.

Rainwire files annual, quarterly and special reports, proxy statements and other information with the Securities and Exchanges Commission. You may read and copy any reports, statements or other information that we file with the Commission at the Public Reference Room of the SEC, 450 Fifth Street, N.W., Washington, D.C. 20549 or by calling the SEC at (800) SEC-0330. These Commission filings are also available to the public from commercial document retrieval services and at the Internet World Wide Web site. The address of the SEC Website is http://www.sec.gov.

Rainwire has filed a registration statement on Form S-4 under the Securities Act with the Securities and Exchange Commission with respect to Rainwire’s common stock to be issued to Oasis shareholders in the Share Exchange. This Information Statement/ Proxy Statement/ Prospectus constitutes the prospectus of Rainwire filed as part of the registration statement. This Information Statement/ Proxy Statement/ Prospectus does not contain all of the information set forth in the registration statement because certain parts of the registration statement are omitted in accordance with the rules and regulations of the SEC. For further information, we refer you to the registration statement, including its exhibits and schedules. Statements contained in this Information Statement/ Proxy Statement/ Prospectus and any accompanying supplement about the provisions or contents of any contract, agreement or document referred to are not necessarily complete. For each of these contracts, agreements or documents filed as an exhibit to the registration statement, we refer you to the actual exhibit for a more complete description of the matters involved. You should not assume that the information in this Information Statement/ Proxy Statement/ Prospectus is accurate as of any date other than the date on the front of those documents. We do not intend to distribute annual reports or audited financial statements to our shareholders. This information may be found in our filings with the Securities and Exchange Commission.

THIS INFORMATION STATEMENT/ PROXY STATEMENT/ PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO PURCHASE, THE SECURITIES OFFERED BY THIS INFORMATION STATEMENT/ PROXY STATEMENT/ PROSPECTUS IN ANY JURISDICTION TO OR FROM ANY PERSON TO WHOM OR FROM WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS INFORMATION STATEMENT/ PROXY STATEMENT/ PROSPECTUS NOR ANY DISTRIBUTION OF SECURITIES PURSUANT TO THIS INFORMATION STATEMENT/ PROXY STATEMENT/ PROSPECTUS SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATIONS THAT THERE HAS BEEN NO CHANGE IN THE INFORMATION SET FORTH OR INCORPORATED INTO THIS INFORMATION STATE-

MENT/ PROXY STATEMENT/ PROSPECTUS BY REFERENCE OR IN OUR AFFAIRS SINCE THE DATE OF THIS INFORMATION STATEMENT/ PROXY STATEMENT/ PROSPECTUS.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of Rainwire pursuant to the foregoing provisions or otherwise, Rainwire has been advised that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in such act, and is therefore unenforceable.

We have audited the accompanying consolidated balance sheet of Rainwire Partners, Inc. (a Delaware corporation in the development stage) and subsidiaries as of December 31, 2001, and the related consolidated statements of operations, changes in stockholders’ equity, and cash flows for each of the years in the two year period 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 auditing standards generally accepted in the United States of America. 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 consolidated financial statements referred to above present fairly, in all material respects, the financial position of Rainwire Partners, Inc. as of December 31, 2001, and the results of its operations and its cash flows for the each of the years in the two year period then ended in conformity with auditing standards generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has suffered substantial recurring losses and has a deficit working capital and equity as of December 31, 2001. It has also discontinued its entire business operations and is dependent upon its shareholders for all cash flow requirements. The Company needs the ability to develop additional sources of capital, and/or achieve profitable operations through a merger or acquisition. These conditions raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Rainwire Partners, Inc., or RPID or the Company, (formerly Envirometrics, Inc. or EVRM) was incorporated in Delaware in 1991. The Company acquired all of the outstanding common stock of The Catapult Group, Inc. renamed Rainwire Partners, Inc. (RPIG) a Georgia corporation on July 26, 2000, in a qualifying reorganization under Section 368 (a)(1)(B) of the Internal Revenue Code of 1986. Prior to the stock exchange, the Company’s operations had involved consulting services in environmental and occupational health matters in addition to providing the services of an American Industrial Hygiene Association and National Voluntary Laboratory Accreditation Program, principally in the Charleston, South Carolina area, with sales throughout the United States. RPIG was formed in July 1999, to provide internet consulting, systems development and integration as well as marketing and communications solutions to Global 2000 and middle-market companies. Its operations were discontinued in April 2000.

On December 31, 2000, management adopted a plan to dispose of the entire business of the Company. Because the Company sustained a loss on the discontinuation of its business as of December 31, 2000, as well as a loss on the disposal of the business at that date, the results of operations for the year 2000 have been presented to conform to those results. The fiscal year end of the Company is December 31.

During 2001 the Company stayed in the discontinued operational mode, and its efforts were largely devoted to maintenance of existing obligations, filing of periodic and annual reports with the Securities and Exchange Commission, and pursing various financial opportunities, which could benefit the Company and its shareholders.

The Company’s consolidated financial statements as of December 31, 2001 and 2000 include the financial statements of the Company and subsidiaries for all periods presented. All significant intercompany accounts and transactions have been eliminated.

The historical cost basis of all assets and liabilities of RPIG and its former and present consolidated operating results have been presented from July 21, 1999 (date of inception) to December 31, 2001. For accounting purposes, the acquisition has been treated as a recapitalization of RPIG. RPIG is considered the accounting acquirer, because it became the owner of 90% of the total shares outstanding of the common stock of RPID, on a fully diluted basis. The consolidated statements of operations included herein are those of RPIG and its subsidiary i20, Inc. The former operating results of EVRM have been eliminated. The consolidated balance sheet presented herein includes all assets and liabilities of EVRM as of the date of recapitalization at fair value, as well as RPIG and its subsidiary, i20, Inc. at historical cost.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (GAAP) requires management to make estimates and assumptions that affect the reported amounts and the disclosure of contingent amounts in the Company’s financial statements and the accompanying notes. Actual results could differ from those estimates.

The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents.

Statement of Financial Accounting Standards No. 107, disclosures about fair value of financial instruments, defines the fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. The carrying values of the Company’s financial instruments, which include cash, accounts payable and accruals, approximate fair values due to the short-term maturities of such instruments.

Goodwill was recorded in 1999 in connection with the acquisition of i20, Inc. by RPIG. It was being amortized over a 10 year period. During late 2000 this asset became impaired and was written off as of December 31, 2000, due to the discontinued operations of the business. Amortization expense for goodwill for 2000 was $25,143.

Income taxes are provided for using the liability method of accounting in accordance with Statement of Financial Accounting Standards No. 109 “Accounting for Income Taxes”. A deferred tax asset or liability is recorded for all temporary difference between financial and tax reporting of which depreciation is the most significant. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to more likely than not realized in future tax returns. Tax law and rate changes are reflected in income in the period such changes are enacted.

The net operating loss carry-forwards for the Company on a consolidated basis approximate $5,000,000 as of December 31, 2000 and will expire at various dates through year 2020, if unutilized. Due to a more than 50% change in ownership of the Company’s outstanding common stock for the latest testing period ended July 26, 2000, a Code Section 382 limitation on use of the loss carry-forwards became substantially limited to $250,000 annually. It is not probable that any of the limited losses can be utilized, since the Company contemplates that the proposed stock exchange referred to in the subsequent events footnote will not only result in a reduction in the annual limitation of the carry-forward losses, but will cause a loss of continuity of business which would preclude the utilization of any pre-merger carry-forward losses.

For the year ended December 31, 2001, there were no additional losses incurred by the Company, therefore there is no change in the above loss carry-forwards. The deferred tax benefit of the consolidated losses of $5,000,000 is approximately $1,750,000, however that amount was offset completely by a valuation allowance of equal amount, since management cannot determine, at the present time, that it is more likely than not that such benefit will be utilized in future periods.

Net loss per share is provided in accordance with Statement of Financial Accounting Standards No. 128 (SFAS No. 128) “Earnings Per Share”. Basic loss per share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period.

The Company’s financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company’s ability to continue in existence is dependent upon its ability to develop additional sources of capital, and/or achieve profitable operations. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty. Management’s plan is to acquire a profitable company having the ability to generate additional cash flows from either the sale of securities or through operations to sustain the Company’s future existence.

As of December 31, 2001, there were 24,959 Series C preferred shares outstanding valued at $52,911 including accretion of $5,990. Approximately 1/3 of the Series C preferred shares were put to the Company for redemption by the holder thereof, however, no redemption was made resulting in a judgment against the Company as more fully explained in legal actions below.

On October 15, 2001, a shareholder who had earlier during the year converted its unsecured loan to the Company of $60,000 for 12,000,000 shares of common stock, exchanged 10,000,000 of the shares received for 500,000 Series D preferred shares valued at $50,000. All preferred shares have cumulative dividends, none of which were declared by the Board of Directors as of December 31, 2001. Preferred stock is convertible into common stock at the rate of 20 shares of common stock for 1 share of preferred stock. Series D preferred shares are convertible at the rate of 100 shares of common stock for 1 share of preferred stock if no dividends have been paid for two consecutive quarters, which was the case in 2001.

The 10,000,000 shares the Company received in exchange for the issuance of the redeemable preferred stock are held as treasury shares at a total cost of $50,000 as of December 31, 2001.

In 1994, the Company adopted a stock option plan under which incentive and non-qualifying options to purchase the Company’s common stock could be granted to employees. The Company applied Accounting Principles Board Opinion No. 25 whereby no compensation cost related to stock options is recognized as an expense until the time the employee is subject to income taxation. Had compensation cost been determined pursuant to SFAS No. 123 “Accounting for Stock-Based Compensation” been recorded, the effect on net loss and loss per share would not have been material. As of December 31, 2001 the Company had no outstanding options in the opinion of legal counsel.

The Company is involved with several legal actions, principally as defendant. These actions involve outstanding liabilities of the Company including those of subsidiaries. All known outstanding liabilities, including anticipated legal fees and costs have been recorded in the accompanying financial statements. There has been little progress during 2001 on the settlement of any of these actions. Following are two such actions.

Azimuth Laboratory, Inc., a subsidiary of EVRM, generated hazardous waste during the time of its operations which ceased in April 2000. According to a former landlord, Azimuth was responsible for a hazardous waste cleanup on the leased premises, and he is seeking recovery of approximately $130,000, including the cleanup and remaining payments due under the terms of the lease agreement, which expired in December 2001. A motion for summary judgment was filed by the plaintiff, and the parties are in

settlement negotiations. Only the remaining unpaid rentals under the lease obligation have been recorded as of December 31, 2001, of approximately $66,000.

A judgment against the Company was obtained by the holder of the remaining Series C redeemable preferred stock for $21,666 relating to the failure by the Company to redeem 8,333 of those shares and to pay dividends when due. The majority of that amount was recorded as of December 31, 2001.

Approximately 20 employees of the Company were still employed when the decision was made to discontinue the operations of the Company on December 31, 2000. Substantially all employees either resigned or terminated by February 28, 2001. No payroll tax reports have been filed with taxing authorities for any wages paid in 2001, although related payroll taxes were paid for salaries and wages recorded by the Company. It is probable that all compensation has not been reported for equipment, vehicles and other corporate property obtained by employees when the company ceased its operations in 2001, Accordingly, the Company and/or its employees may have some liability for payroll and/or sales taxes in connection with this matter. No liability has been provided for this contingency as the actions by the employees were not approved in all cases by management, and management believes that any liability arising from this matter is possible, but remote.

Azimuth Laboratories, Inc. sold certain assets to a party in April 2000 who assumed the remaining balance of an underlying loan from the Small Business Administration. However, the Company’s subsidiary was not relieved of liability on the obligation, and remains contingently liable for the balance of $58,576 as of December 31, 2001. The notes are due in monthly instalments of $1,408 with 4% APR. interest, and mature in July 2005.

The subsidiary was owed approximately $30,000 by the purchaser, however, that obligation has not been paid to the Company, it is unrecorded due to its contingent payment, and some or all of that amount is being held in escrow pending either the payoff of the SBA loan, or when the purchaser is successful in becoming the only principal on the note. The outstanding balance of the SBA loan less the amount owed the Company at December 31, 2001 approximates less than $30,000, which is included in accrued liabilities as of December 31, 2001.

Included in the accrual for estimated loss on disposal of the business are future rentals on lease obligations totaling approximately $300,000, of which $228,734 relates to the balance owing on a 5 year lease expiring in 2005, which had annual lease payments of approximately $50,000 per year. The Company is seeking to mitigate the outstanding lease liability as the landlord had seized and or sold some of the equipment in partial satisfaction of the past due lease rentals.

On December 31, 2000, management adopted a plan to discontinue the operations of the Company and to liquidate its assets. Accordingly, the accompanying financial statements for the year 2000 have given effect to this date as the measurement date, since a loss was sustained for both discontinued operations and disposal of the business. A disposal loss was provided for all estimated costs and expenses to be incurred during the post phase-out period.

During 2001, the Company had no operations and is considered to be in the development stage in accordance with FASB #7. Its principal activities have been to mitigate expenses and pay down existing

liabilities with funds borrowed from Oasis Group, Inc., (Oasis) also a development stage company. Oasis has provided approximately $114,000.

On August 29, 2001, the Company entered into a Plan and Agreement to exchange stock with Oasis Group, Inc. (Oasis), pursuant to Section 368(a)(1)(B) of the Internal Revenue Code. Oasis is principally owned and controlled by a shareholder of the Company who became the Company’s President and Chief Executive Officer on August 30, 2001. The exchange is to be transacted after certain conditions precedent have been accomplished, at which time a formal recapitalization of the Company is contemplated. In 2001, Oasis has loaned approximately $114,000 as of December 31, 2001.

At the time the definitive closing is completed, all of the outstanding common stock of Oasis will be acquired by the Company. Oasis will be considered the accounting acquirer since it will own the majority of the outstanding shares of the Company as a result of the stock exchange transaction. For accounting purposes the historic transactions of Oasis will replace those of the Company for presentation of results of operations and cash flows, whereas Oasis will be consolidated with the Company for presentation of its consolidated financial position after giving affect to the recording of the fair value of the net assets of the Company. In anticipation of closing, the Company has authorized an increase in its authorized common stock from 20 million to 100,000,000 and a reverse split of its present outstanding shares 20 for 1 in December 2001, which will take effect after any applicable waiting periods in connection with the Company’s Registration Statement on Form S-4, filed with the Securities and Exchange Commission on January 14, 2002.

In the opinion of management, the accompanying unaudited consolidated condensed financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-QSB. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the Company’s financial position as of March 31, 2002 and the consolidated results of its operations and cash flows for the three months ended March 31, 2002 and 2001. Operating results for the three months ended March 31, 2002 are not necessarily indicative of the results that may be expected for the year ended December 31, 2002.

These condensed financial statements should be read in conjunction with the financial statements and notes thereto contained in the Company’s Form 10-KSB for the year ended December 31, 2001.

For the near term, the Company is in the process of completing its merger with Oasis Group, Inc. It has had no operations since December 31, 2000 and is financially dependent on its shareholders, related parties and/or management, who have financed its existence to date. Management of the Company believes it will be able to complete the merger and be successful in its efforts to continue the Company’s existence.

We have audited the accompanying balance sheet of Oasis Group, Inc. (a Georgia corporation in the development stage) as of December 31, 2001, and the related statements of operations and comprehensive loss, changes in stockholders’ equity and cash flows for each of the years in the two year period then ended, and for the period from November 16, 1999 (inception), through December 31, 2001. 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. The financial statements as of December 31, 2000, and for the period November 16, 1999 (inception) through December 31, 2000, were audited by other auditors whose report dated July 24, 2001, expressed an unqualified opinion on those statements. The financial statements for the period November 16, 1999 (inception) through December 31, 2000, include a comprehensive loss of $619,404. Our opinion on the statements of operations, stockholders’ equity, and cash flows for the period November 16, 1999 (inception) through December 31, 2001, insofar as it relates to amounts for prior periods through December 31, 2000, is based solely on the report of other auditors.

In our opinion, based on our audit and the report of other auditors, the financial statements referred to above present fairly, in all material respects, the financial position of Oasis Group, Inc. (a Georgia corporation in the development stage) as of December 31, 2001, and the results of its operations and comprehensive loss, and its cash flows for each of the years in the two year period then ended, and for the period from November 16, 1999 (inception) through December 31,2001, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company is dependent on its ability to develop additional sources of capital, and to ultimately achieve profitable operations. These present financial condition of the Company raises substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

We have audited the accompanying statements of operations and comprehensive loss, changes in stockholders’ equity and cash flows for the year ended December 31, 2000, and for the period from November 16, 1999 (inception) to December 31, 2000. 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 audits.

We conducted our audit in accordance with auditing standards generally accepted in the United States of America. 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 text 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 results of Oasis Group, Inc.’s operations and its cash flows for the year ended December 31, 2000, and for the period from November 16, 1999 (inception) to December 31, 2000, in conformity with accounting principles generally accepted in the United States of America.

Oasis Group, Inc. (the Company or Oasis), formerly Oasis Communities, Inc. is a Georgia corporation formed November 16, 1999, to develop residential and commercial real estate projects and acquire existing businesses. It has a fiscal year-end of December 31 and is a development stage company, as defined in SFAS No. 7. Since inception the Company’s activities have been limited to investigating real estate and business acquisition opportunities. No significant revenues have been earned.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent amounts in the Company’s financial statements and the accompanying notes. Actual results could differ from those estimates.

The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents.

Statement of Financial Accounting Standards No. 107, Disclosures about fair value of financial instruments, defines the fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. The carrying values of the Company’s financial instruments, which include cash, and accounts payable, approximate fair values due to the short maturities of such instruments.

Income taxes are provided for using the liability method of accounting in accordance with Statement of Financial Accounting Standards No. 109 “Accounting for Income Taxes”. A deferred tax asset or liability is recorded for all temporary difference between financial and tax reporting of which depreciation is the most significant. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to more likely than not be realized in future tax returns. Tax law and rate changes are reflected in income in the period such changes are enacted.

For financial reporting purposes, the Company has sustained a loss since inception of approximately $502,000. For income tax purposes approximately $312,000 is considered start-up costs, and the balance, comprised of $166,000 of contributed capital and meals and entertainment of $24,000, constitutes a non-deductible permanent difference. Start-up costs are not deductible until the Company commences operations, at which time they are amortized over a 60-month period, or permanently capitalized if no election is timely made to amortize them.

The Company’s future utilization of the deferred tax benefit arising from the deferral of start-up costs of approximately $110,000 cannot be currently ascertained. Accordingly, a valuation allowance of approximately $110,000 was provided resulting in no recorded tax benefit as of December 31, 2000.

A net loss of $1,494,203 was sustained during 2001, of which approximately $185,000 was non-deductible contributed compensation of management, and non-deductible meals and entertainment expenses of approximately $20,000, resulting in a timing difference of approximately $1,290,000 for the year. The majority of the expenses for 2001 are start-up expenses as described above. The deferred income tax benefit relating to this amount was approximately $450,000, however, due to the uncertainty of the future utilization of this amount, a valuation allowance of $450,000 was provided for the year, resulting in no deferred tax benefit for 2001.

The Company has not reported to federal or state taxing authorities, the required information to evidence approximately $327,000 of services for 2001 or 2000, as a result of the issuance of over 30 million shares of unrestricted common stock of the Company to related parties and others. Accordingly, until such time as the information is reported, or the parties to whom they were issued recognize the appropriate income, the Company will be unable to treat the value of shares issued for services as a deduction for income tax purposes. In addition, the Company may be subject to penalties for failure to timely report such information.

The principal activities of the Company presently involve search for and assessment of potential acquisitions of real estate projects and active businesses. Costs directly identifiable with specific probable acquisitions are capitalized. All internal preacquisition costs are expensed.

Basis of Presentation and Management’s Actions to Overcome Operating and Liquidity Problems

The Company’s financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. It has suffered substantial losses since inception, The Company’s ability to continue in existence is dependent on its ability to develop additional sources of capital, and ultimately achieve profitable operations. The accompanying financial statements do not include any adjustments that might result from the outcome of these uncertainties. Management’s plan is to raise additional debt or equity financing, to acquire profitable businesses, and to develop or acquire real estate projects intended to produce sufficient cash flows and profitable operations to sustain the existence of the Company.

On July 15, 2000, the president/chief executive officer/chairman of the board/director exchanged 500,000 shares of common stock in a Nasdaq listed company he owned, LaHaina Acquisition, Inc., for 800,000 shares of restricted common stock of the Company. Although the value of the acquired shares was $734,000 ($1.47 per share) on the date of the exchange per the last quoted market Nasdaq price on the date of exchange, the value assigned by the Company to those securities was $367,000, due to the current restriction on tradability by the Company of the securities. The value of the LaHaina shares at December 31, 2001 was $142,500, based on 50% of the quoted value at that date ($.29 per share).

The Company is presently involved in a stock exchange transaction with Rainwire Partners, Inc. (a Delaware public company in the development stage corporation). If the transaction is successfully completed the Company will be the legal wholly owned subsidiary of Rainwire Partners, Inc., but will be the accounting acquirer for accounting purposes. A Form S-4 was filed with the Securities and Exchange Commission during 2001 to enable the shareholders of both companies the opportunity to approve the merger. Advances totaling approximately $115,000 were made to Rainwire Partners, Inc. as of December 31, 2001, which have been expensed due to questionable realization. Both companies are now under common management with persons having significant common stock interests in both companies.

A shareholder of the Company paid various general and administrative expenses totaling $32,995 and advanced $25,000 towards the deposit on real estate as of December 31, 2001, on behalf of the Company. The $30,317 balance of unpaid advances as of December 31, 2001, are unsecured and do not bear interest.

As of December 31, 2001 and 2000 the Company had issued a total of 30,137,000 and 26,000 shares of common stock of the Company valued at $.01 and $1.00 per share, respectively, to officers, members of the Board of Directors, shareholders of the Company, and others, as follows:

The Company agreed to acquire all of the outstanding stock of Landmark Mortgage Corporation, a Louisiana corporation (Landmark) and Statewide Mortgage and Investments Inc., a Florida corporation (Statewide) for 1,370,000 shares of Oasis common stock and $50,000 as of December 31, 2001, pursuant to a binding agreement entered into on December 14, 2001, subject to certain conditions precedent including acceptable audited financial statements and due diligence.

Available-for-sale securities are recorded at fair value in investments on the balance sheet, with the change in fair value during the period excluded from results of operations, and recorded net of tax as a separate component of equity (accumulated other comprehensive income). The following summarizes the information relating to available-for-sale securities as of December 31, 2001:

The Company utilizes the specific identification method of computing realized gains and losses from the sales of its available-for-sale securities. Realized losses from the sale of securities are shown in the other income section of the income statement, and proceeds from the sale of securities are shown in the statement of cash flows.

The following is a summary of the activity from inception in accumulated other comprehensive income (loss):

Management of the Company has contributed a significant portion of its services, principally compensation, to the Company during the years 2001 and 2000 of approximately $185,000 and $166,000, respectively, based on the estimated fair value for time actually spent by them, and other overhead, which would have been otherwise paid or incurred by the Company.

The Company does not use the services of an independent transfer agent to control the issuance and transfer of its common stock. The shares of common stock outstanding at the beginning and end of 2001, as presented on the statement of stockholders’ equity, are those shares authorized for issuance by the Board of Directors. Accordingly, the financial statements presented and disclosures made herein give effect to outstanding shares as if issued.

The Company incurred significant losses subsequent to December 31, 2001, averaging approximately $200,000 per month, while pursuing the acquisition of real estate projects and businesses.

The Company advanced an additional $10,930 to Rainwire Partners, Inc. during the first quarter of 2002, which was expensed due to continued concern for collectibility.

Subsequent to December 31, 2001, the Company (or its president and/or its chief financial officer, who are using their personally owned Oasis shares as consideration to purchase undeveloped real estate with the intention of assigning the properties either to the Company, or to LLC’s to be principally owned by the Company, for either similar consideration or other consideration to be determined) has entered into a number of agreements to acquire undeveloped real estate in several states, requiring the issuance of a substantial number of additional shares of restricted common stock of the Company, in addition to the payment of cash and the issuance or assumption of debt. All shares to be issued below will be exchanged for Rainwire Partners, Inc. shares if the stock exchange transaction referred to above is successfully completed.

During the first quarter of 2002 the Company arranged for $275,000 of short-term debt for working capital and acquisitions. These arrangements resulted in the Company issuing 396,250 shares of restricted common stock, incurring $82,500 of fees and approximately $6,000 of interest. The president of the Company guaranteed these obligations in addition to giving personal “puts” for $1 per share to repurchase 115,000 of the shares issued. Two notes totaling $225,000 were not paid when due in February 2002. The balance was paid in April 2002.

During the second quarter of 2002, the Company borrowed $600,000 for one year from an individual on an unsecured basis, without interest. Another $250,000 was borrowed from two individuals collateralized by 1,000,000 restricted shares of common stock of the Company, and by real estate purchased from one of them on May 9, 2002, for approximately $4,000,000. In connection with this purchase one of two promissory notes issued by the Company for $950.000 is due November 2002, with accrued interest at 4% per annum. The other note for $3,000,000 is due May 2008, with interest at 6% per annum payable monthly, commencing June 2002.

The articles of incorporation of Oasis eliminate, subject to certain limited exceptions, the personal liability of each director or officer of Oasis made a party to or is threatened to be made a party to, or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that such person is or was a director or officer of Oasis or was serving at the request of Oasis as a director or officer of another corporation, partnership, joint venture, trust or other enterprise. or its shareholders for monetary damages incurred for any breach of duty as a director. Pursuant to the Georgia Business Corporation Code (the “GBCC”), there is no elimination of liability for (i) a breach of duty involving appropriation of a business opportunity of Oasis; (ii) any transaction from which the director derives an improper personal benefit; (iii) as to any payments of a dividend or any other type of distribution that is illegal under Section 14-2-832 of the GBCC.

Oasis’s bylaws contain certain provisions which provide indemnification to directors that is broader than the protection expressly mandated in Sections 14-2-852 and 14-2-857 of the GBCC. To the extent that a director or officer of Oasis has been successful, on the merits or otherwise, in the defense of any action or proceeding brought by reason of the fact that he or she was a director or officer of Oasis, Sections 14-2-852 and 14-2-857 of the GBCC would require Oasis to indemnify such person against expenses (including attorney’s fees) actually and reasonably incurred in connection therewith. The GBCC expressly allows Oasis to provide for greater indemnification rights to its officers and directors, subject to shareholder approval.

The indemnification provisions in Oasis bylaws require Oasis to indemnify and hold harmless any director or officer who was or is a party or is threatened to be made a party, to any threatened, or who was or is a witness without being names a party, to any threatened, pending or completed action, claim, suit or proceeding whether civil, criminal, administrative or investigative, any appeal in such action, suit or proceeding, by reason of the fact that such individual is or was a director or officer of Oasis, or while a director of officer of Oasis is or was serving at the request of Oasis as a director, officer partner, venturer, proprietor, trustee, employee, agent and similar functionality or another enterprise, against expenses (including, judgments, penalties (including excises taxes), fines, amounts paid in settlement and reasonable expenses (including court costs and attorney’s fees) actually incurred by such person in connection with such proceeding) if such person reasonably believed that his actions were lawful, in the best interest and on behalf of Oasis. Indemnification would be disallowed under any circumstances where indemnification may not be authorized by action of the board of directors, the shareholders or otherwise. In the event a determination is made that such person is liable to Oasis on the basis that personal benefit was improperly received by such person, the indemnification is limited to reasonable expenses actually incurred by such person in connection with the proceeding. Indemnification is not available where such person shall have been found liable for willful ort intentional misconduct and or gross negligence in the performance of his or her duty to Oasis. The board of directors of Oasis also has the authority to extend to employees and agents the same indemnification rights held by directors, subject to all the accompanying conditions and obligations. Indemnified persons would also be entitled to have Oasis advance expenses prior to the final disposition of the proceeding. If it is ultimately determined that they are not entitled to indemnification, however, such amounts would be repaid.

Reference is made to Section 102(b)(7) of the Delaware General Corporation Law (the “DGCL”), which enables a corporation in its original certificate of incorporation or an amendment thereto to eliminate or limit the personal liability of a director for violations of the director’s fiduciary duty, except (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or

omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the DGCL (providing for liability of directors for unlawful payment of dividends or unlawful stock purchases or redemptions), or (iv) for any transaction from which a director derived an improper personal benefit. Rainwire’s amended and restated certificate of incorporation and bylaws contain provisions which eliminate the liability of directors to the extent permitted by applicable law.

Reference is made to Section 145 of the DGCL, which provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement in connection with specified actions, suits or proceedings, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation (a “derivative action”)), if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interest of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful. A similar standard is applicable in the case of derivative actions, except that indemnification only extends to expenses (including attorneys’ fees) incurred in connection with the defense or settlement of such action, and the statute requires court approval before there can be any indemnification where the person seeking indemnification has been found liable to the corporation. The statute provides that it is not exclusive of other indemnification that may be granted by a corporation’s charter, bylaws, disinterested director vote, stockholder vote, agreement or otherwise. The amended and restated certificate of incorporation and bylaws of Rainwire provide that Rainwire shall indemnify its directors and officers to the fullest extent permitted by applicable law. The Board of Directors may also determine to indemnify employees and agents for expenses incurred on such terms and conditions as set forth by the Board of Directors which are permitted by applicable law.


(1)	Incorporated by reference, filed as Annex A to the Definitive Proxy Statement on Schedule 14A, filed on May 18, 2000 (SEC File No. 000-23892).

(2)	Incorporated by reference, filed as an Exhibit to the annual report on Form 10-KSB for 1998, filed on January 28, 2000 (SEC File No. 000-23892).

(3)	Incorporated by reference, filed as an Exhibit to the annual report on Form 10-KSB for 2000, filed on October 30, 2001 (SEC File No. 000-23892).

(4)	Incorporated by reference, filed as an Exhibit to the current report on Form 8-K, filed on August 4, 2000 (SEC File No. 000-23892).


	1. To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:


	(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

	(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and

	(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.


	2. That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

	3. To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

	4. That prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be


	an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.

	5. That every prospectus (i) that is filed pursuant to paragraph (4) immediately preceding, or (ii) that purports to meet the requirements of Section 10(a)(3) of the Act and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

	6. To respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4 of this Form, within one business day of receipt of any such request, and to send the incorporated documents by first class mail or other equally prompt means, including information contained in documents filed after the effective date of this registration statement through the date of responding to such request.

	7. To supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in this registration statement when it became effective.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the “Act”) may be permitted to directors, officers, or controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer, or controlling person of the Registrant in the defense of any action, suit or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on July 23, 2002.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

II-6 EX-3.2 3 g77012exv3w2.txt AMENDED AND RESTATED BYLAWS EXHIBIT 3.2 AMENDED AND RESTATED BYLAWS OF RAINWIRE PARTNERS, INC. These amended and restated Bylaws of Rainwire Partners, Inc. reflect the name change of the Corporation from Envirometrics, Inc. to Rainwire Partners, Inc. All other provisions remain the same as the Amended and Restated Bylaws adopted in 1993. ARTICLE I OFFICES SECTION 1.1. LOCATION. The address of the registered office of the Corporation in the State of Delaware and the name of the registered agent at such address shall be as specified in the Certificate of Incorporation or, if subsequently changed, as specified in the most recent Certificate of Change filed pursuant to law. The Corporation may also have other offices at such places within or without the State of Delaware as the Board of Directors may from time to time designate or the business of the Corporation may require. SECTION 1.2. CHANGE OF LOCATION. In the manner permitted by law, the Board of Directors or the registered agent may change the address of the Corporation's registered office in the State of Delaware and the Board of Directors may make, revoke or change the designation of the registered agent. ARTICLE II MEETINGS OF STOCKHOLDERS SECTION 2.1. ANNUAL MEETING. The annual meeting of the stockholders of the Corporation for the election of Directors and for the transaction of such other business as may properly come before the meeting shall be held at the registered office of the Corporation, or at such other place within or without the State of Delaware as the Board of Directors may fix by resolution or as set forth in the notice of the meeting. In the event that the Board of Directors shall not otherwise fix the time, date, and place of meeting, the annual meeting shall be held at the registered office of the Corporation at 10 o'clock a.m. local time on the first Tuesday after the first Wednesday in May of each year, commencing with the year 1992, but if such a date is a legal holiday, then on the next succeeding business day. SECTION 2.2. SPECIAL MEETING. Special meetings of stockholders, unless otherwise prescribed by law, may not be called at any time by the stockholders but may be at any time by the Chairman of the Board, by the President or by order of the Board of Directors. Special meetings of stockholders prescribed by law for the election of Directors shall be called by the Board of Directors, the Chairman of the Board, the President, or the Secretary whenever required to do so Pursuant to applicable law. Special meetings of stockholders shall be held at such time 1 and such place, within or without the State of Delaware, as shall be designated in the notice of meeting. SECTION 2.3. LIST OF STOCKHOLDERS ENTITLED TO VOTE. The officer who has charge of the stock ledger of the corporation shall prepare and make, or cause to be prepared and made, at least ten days before every meeting of stockholders, a complete list, based upon the record date for such meeting determined pursuant to Section 5.8, 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. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place (other than the meeting place) within the city where the meeting is to be held, and the place where the list of stockholders is located shall be identified in the notice of the meeting, or, if such place shall not be identified in the notice of the meeting, the list of stockholders shall be kept at the place where the meeting is to be held. The list also shall 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. The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list of stockholders entitled to vote at any meeting, or to inspect the books of the Corporation, or to vote in person or by proxy at any meeting of stockholders. SECTION 2.4. NOTICE OF MEETINGS. Written notice of each annual and special meeting of stockholders, other than any meeting the giving of notice of which is otherwise prescribed by law, stating the place, date and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered or mailed, in writing, at least ten but not more than sixty days before the date of such meeting, to each stockholder entitled to vote thereat. If mailed, such notice shall be deposited in the United States mail, postage prepaid, directed to such stockholder at his address as the same appears on the records of the Corporation. An affidavit of the Secretary, an Assistant Secretary or the transfer agent of the Corporation that notice has been duly given shall be evidence of the facts stated therein. SECTION 2.5. ADJOURNED MEETINGS AND NOTICE THEREOF. Any meeting of stockholders may be adjourned to another time or place in the manner provided below, and the Corporation may transact at any adjourned meeting any business which might have been transacted at the original meeting. Notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken, unless (a) any adjournment or series of adjournments causes the original meeting to be adjourned for more than thirty days after the date originally fixed there, or (b) a new record date is fixed for the adjourned meeting. If notice of an adjourned meeting is given, such notice shall be given to each stockholder of record entitled to vote at the adjourned meeting in the manner prescribed in Section 2.4 for the giving of notice of meetings. A meeting may be adjourned to another time or place, or both, by the affirmative vote of the holders of a majority of the shares present or represented by proxy at the meeting (whether or not constituting a quorum), and, in the absence of a quorum, the meeting may be adjourned from one day to the next by the presiding officer of the meeting. 2 SECTION 2.6. QUORUM. At any meeting of stockholders, except as otherwise expressly required by law or by the Certificate of Incorporation, the holders of record of at least one-third of the outstanding shares of capital stock entitled to vote or act at such meeting shall be present or represented by proxy in order to constitute a quorum for the transaction of any business, but less than a quorum shall have power to adjourn any meeting until a quorum shall be present when a quorum is once present to organize a meeting, the quorum cannot be destroyed by the subsequent withdrawal or revocation of the proxy of any stockholder. Shares of capital stock owned by the Corporation or by another corporation, if a majority of the shares of such other corporation entitled to vote in the election of Directors is held by the Corporation, shall not be counted for quorum purposes or entitled to vote. Where a separate vote by a class or classes is required by law, the Certificate of Incorporation or these Bylaws, one third of the outstanding shares of such class or classes, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter, and the affirmative vote of the majority of shares of such class or classes present in person or represented by proxy at the meeting shall be the act of such class. SECTION 2.7. VOTING. At any meeting of stockholders, each stockholder holding, as of the record date, shares of stock entitled to be voted on any matter at such meeting shall have one vote on each such matter submitted to vote at such meeting for each such share of stock held by such stockholder, as of the record date, as shown by the list of stockholders entitled to vote at the meeting, unless the Certificate of Incorporation provides for more or less than one vote for any share, on any matter, in which case every reference in these Bylaws to a majority or other proportion of stock shall refer to such majority or other proportion of the votes of such stock. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him by proxy, provided that no proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only so long as, it is coupled with an interest, whether in the stock itself or in the Corporation generally, sufficient in law to support an irrevocable power. The Board of Directors, the Chairman of the Board, the President, or the person presiding at a meeting of stockholders may appoint one or more persons to act as inspectors of voting at any meeting with respect to any matter to be submitted to a vote of stockholders at such meeting, with such powers and duties, not inconsistent with applicable law, as may be appropriate. SECTION 2.8. ACTION BY CONSENT OF STOCKHOLDERS. Unless otherwise provided in the Certificate of Incorporation, whenever any action by the stockholders at a meeting thereof is required or permitted by law, the Certificate of Incorporation, or these Bylaws, such action 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 the 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. Prompt notice of the taking of such action without a meeting and by less than unanimous written consent shall be given to those stockholders who have not consented in writing. 3 Every written consent shall bear the date of signature of each stockholder who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless, within sixty days of the earliest dated consent delivered in the manner required by this Section 2.8 to the Corporation, written consents signed by a sufficient number of stockholders to take action are delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation's registered office shall be by hand or by certified or registered mail, return receipt requested. ARTICLE III BOARD OF DIRECTORS SECTION 3.1. GENERAL POWERS. The property, business and affairs of the Corporation shall be managed by or under the direction of a Board of Directors. The Board of Directors may exercise all such powers of the Corporation and have such authority and do all such lawful acts and things as are permitted by law, the Certificate of Incorporation or these Bylaws. SECTION 3.2. NUMBER OF DIRECTORS. The Board of Directors of the Corporation shall consist of one or more members; provided, however, that in no event shall the number of the members of the Board of Directors exceed ten. Subject to the first sentence of this Section 3.2, the exact number of Directors which shall constitute the whole Board of Directors shall be fixed from time to time by resolution adopted by a majority of the whole Board of Directors. Until the number of Directors has been so fixed by the Board of Directors, the number of Directors constituting the whole Board of Directors shall be six. Subject to the first sentence of this Section 3.2, after fixing the number of Directors constituting the whole Board of Directors, the Board of Directors may, by resolution adopted by a majority of the whole Board of Directors, from time to time change the number of Directors constituting the whole Board of Directors. SECTION 3.3. QUALIFICATION. Directors need not be stockholders of the corporation. Directors who willfully neglect or refuse to produce a list of stockholders entitled to vote at and meeting for the election of Directors shall be ineligible for election to any office at such meeting. SECTION 3.4. ELECTION. Except as otherwise provided by law, the Certificate of Incorporation or these Bylaws, after the first meeting of the Corporation at which Directors are elected, Directors of the Corporation shall be elected in each year at the annual meeting of stockholders, or at a special meeting in lieu of the annual meeting called for such purpose, by a plurality of votes cast at such meeting. The voting on Directors at any such meeting shall be by written ballot unless otherwise provided in the Certificate of Incorporation. At any such meeting, nominations for the office of Director may be made from the floor by any shareholder entitled to vote for the election of Directors at such meeting; provided, however, that such nominations may be made from the floor only if written notice of such proposed nominations 4 (including the name or names of the person or persons proposed to be nominated) is given to the Corporation's Secretary, at the Corporation's principal office, not less than thirty days before the meeting at which the proposed nominations are to be made. SECTION 3.5. TERM. Each Director shall hold office until his successor is duly elected and qualified, except in the event of the earlier termination of his term of office by reason of death, resignation, removal or other reason. SECTION 3.6. RESIGNATION AND REMOVAL. Any Director may resign at any time upon written notice to the Board of Directors, the Chairman of the Board, the President or the Secretary. The resignation of any Director shall take effect upon receipt of notice thereof or at such later time as shall be specified in such notice, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Any Director or the entire Board of Directors may be removed, with or without cause, by the holders of a majority of the shares of capital stock then entitled to vote at an election of Directors, except as otherwise provided by applicable law. SECTION 3.7. VACANCIES. Vacancies in the Board of Directors and newly created Directorships resulting from any increase in the authorized number of Directors shall be filled by a majority of the Directors then in office, though less than a quorum, or by a sole remaining Director. If one or more Directors shall resign from the Board of Directors effective at a future date, a majority of the Directors then in office shall have power to fill such vacancy or vacancies, the vote thereon to take effect and the vacancy to be filled when such resignation or resignations shall become effective, and each Director so chosen shall hold office as provided in this Section 3.7 in the filling of other vacancies. Each Director chosen to fill a vacancy on the Board of Directors shall hold office until the next annual election of Directors and until his successor shall be elected and qualified or until his earlier resignation or removal. SECTION 3.8. QUORUM AND VOTING. Unless the Certificate of Incorporation provides otherwise, at all meetings of the Board of Directors, a majority of the total number of Directors shall be present to constitute a quorum for the transaction of business. A Director interested in a contract or transaction may be counted in determining the presence of a quorum at a meeting of the Board of Directors which authorizes the contract or transaction. In the absence of a quorum, a majority of the Directors present may adjourn the meeting until a quorum shall be present. Unless the Certificate of Incorporation provides otherwise, 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 such committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in such a meeting shall constitute presence in person at such meeting. 5 The vote of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors unless the Certificate of Incorporation or these Bylaws shall require a vote of a greater number. SECTION 3.9. REGULATIONS. The Board of Directors may adopt such rules and regulations for the conduct of the business and management of the Corporation, not inconsistent with law or the Certificate of Incorporation or these Bylaws, as the Board of Directors may deem proper. The Board of Directors may hold its meetings and cause the books and records of the Corporation to be kept at such place or places within or without the State of Delaware as the Board of Directors may from time to time determine. A member of the Board of Directors, or a member of any committee designated by the Board of Directors shall, in the performance of his duties,, be fully protected in relying in good faith upon the records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of the Corporation's officers or employees, by committees of the Board of Directors, or by any other person as to matters the member reasonably believes are within such other personas professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation. SECTION 3.10. ANNUAL MEETING OF BOARD OF DIRECTORS. An annual meeting of the Board of Directors shall be called and held for the purpose of organization, election of officers and transaction of any other business. If such meeting is held promptly after and at the place specified for the annual meeting of stockholders, no notice of the annual meeting of the Board of Directors need be given. Otherwise, such annual meeting shall be held at such time (not more than thirty days after the annual meeting of stockholders) and place as many be specified in a notice of the meeting. SECTION 3.11. REGULAR MEETING. Regular meetings of the Board of Directors shall be held at the time and place, within or without the State of Delaware,, as shall from time to time be determined by the Board of Directors. After there has been such determination and notice thereof has been given to each member of the Board of Directors, no further notice shall be required for any such regular meeting. Except as otherwise provided by law, any business may be transacted at any regular meeting. SECTION 3.12. SPECIAL MEETINGS. Special meetings of the Board of Directors may, unless otherwise prescribed by law, be called from time to time by the Chairman of the Board or the President, and shall be called by the Chairman of the Board, the President or the Secretary upon the written request of a majority of the whole Board of Directors directed to the Chairman of the Board, the President or the Secretary. Except as provided below, notice of any special meeting of the Board of Directors, stating the time, place and purpose of such special meeting, shall be given to each Director. SECTION 3.13. NOTICE OF MEETINGS; WAIVER OF NOTICE. Notice of any meeting of the Board of Directors shall be deemed to be duly given to a Director (a) if mailed to such Director addressed to him at his address as it appears upon the books of the corporation, or at the address last made known in writing to the Corporation by such Director as the address to which such 6 notices are to be sent, at least five days before the day on which such meeting is to be held, or (b) if sent to him at such address by telegraph, cable, radio or wireless not later than the day before the day on which such meeting is to be held, or (c) if delivered to him personally or orally, by telephone or otherwise, not later than the day before the day on which such meeting is to be held. Each such notice shall state the time and place of the meeting and the purposes thereof. Notice of any meeting of the Board of Directors need not be given to any Director if waived by him in writing (or by telegram, cable, radio or wireless and confirmed in writing) whether before or after the holding of such meeting, or if such Director is present at such meeting. Any meeting of the Board of Directors shall be a duly constituted meeting without any notice thereof having been given if all Directors then in office shall be present thereat. SECTION 3.14. COMMITTEES OF DIRECTORS. The Board of Directors may, by resolution or resolutions passed by a majority of the whole Board of Directors designate one or more committees, each committee to consist of one or more of the Directors of the Corporation. Except as hereinafter provided, vacancies in membership of any committee shall be filled by the vote of a majority of the whole Board of Directors. The Board of Directors may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of any member of a committee (arid his alternate appointed pursuant to the immediately preceding sentence, if any), the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Members of a committee shall hold office for such period as may be fixed by a resolution adopted by a majority of the whole Board of Directors, subject, however, to removal at any time by the vote of a majority of the whole Board of Directors. SECTION 3.15. POWERS AND DUTIES OF COMMITTEES. Any committee, to the extent provided in the resolution or resolutions creating such committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it. No such committee shall have the power or authority with regard to amending the Certificate of Incorporation adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation's property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution, or amending the Bylaws. The Board of Directors may, in the resolution creating a committee, grant to such committee the power and authority to declare a dividend or authorize the issuance of stock. Each committee may adopt its own rules of procedure and may meet at stated times or on such notice as such committee may determine. Except as otherwise permitted by these Bylaws, each committee shall keep regular minutes of its proceedings and report the same to the Board of Directors when required. 7 SECTION 3.16. COMPENSATION OF DIRECTORS. Each Director shall be entitled to receive for attendance at each meeting of the Board of Directors or any duly constituted committee thereof which he attends, such fee as is fixed by the Board and in connection therewith shall be reimbursed by the Corporation for travel expenses. The fees to such Directors may be fixed in unequal amounts among them, taking into account their respective relationships to the Corporation in other capacities. These provisions shall not be construed to preclude any Director from receiving compensation in serving the Corporation in any other capacity. SECTION 3.17. ACTION WITHOUT MEETING. Unless otherwise restricted by the Certificate of Incorporation, 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 a written consent thereto is signed by all members of the Board of Directors or of such committee, As the case may be, and such written consent is filed with the minutes of proceedings of the Board of Directors or such committee. ARTICLE IV OFFICERS SECTION 4.1. PRINCIPAL OFFICERS. The principal officers of the Corporation shall be elected by the Board of Directors and shall include a Chairman of the Board, a President, a Secretary and a Treasurer and may, at the discretion of the Board of Directors, also include one or more Vice Chairmen of the Board and one or more Vice Presidents. Except as otherwise provided in the Certificate of Incorporation or these Bylaws, one person may hold the offices and perform the duties of any two or more of said principal offices except the offices and duties of President and Vice President or of Chairman of the Board or President and Secretary. None of the principal officers need be Directors of the Corporation. SECTION 4.2. ELECTION OF PRINCIPAL OFFICERS; TERM OF OFFICE. The principal officers of the Corporation shall be elected annually by the Board of Directors at such annual meeting of the Board of Directors. Failure to elect any principal officer annually shall not dissolve the Corporation. If the Board of Directors shall fail to fill any principal office at an annual meeting, or if any vacancy in any principal office shall occur, or if any principal office shall be newly created, such principal office may be filled at any regular or special meeting of the Board of Directors. Each principal officer shall hold office until his successor is duly elected and qualified, or until his earlier death, resignation or removal, provided that the terms of office of all Vice Presidents shall terminate at any annual meeting of the Board of Directors at which the President or any Vice President is elected. SECTION 4.3. SUBORDINATE OFFICERS, AGENTS AND EMPLOYEES. In addition to the principal officers, the Corporation may have one or more Assistant Treasurers, Assistant 8 Secretaries and such other subordinate officers, agents and employees as the Board of Directors may deem advisable, each of whom shall hold office for such period and have such authority and perform such duties as the Board of Directors, the Chairman of the Board, the President, or any officer designated by the Board of Directors, may from time to time determine. The Board of Directors at any time may appoint and remove, or may delegate to any principal officer the power to appoint and to remove, any subordinate officer, agent or employee of the Corporation. SECTION 4.4. DELEGATION OF DUTIES OF OFFICERS. The Board of Directors may delegate the duties and powers of any officer of the Corporation to any other officer or to any Director for a specified period of time for any reason that the Board of Directors may deem sufficient. SECTION 4.5. REMOVAL OF OFFICERS. Any officer of the Corporation may be removed,, with or without cause, by resolution adopted by a majority of the Directors then in office at any regular or special meeting of the Board of Directors or by a written consent signed by all of the Directors then in office. SECTION 4.6. RESIGNATIONS. Any officer may resign at any time by giving written notice of resignation to the Board of Directors, to the Chairman of the Board, to the President or to the Secretary. Any such resignation shall take effect upon receipt of such notice or at any later time specified therein. Unless otherwise specified in the notice the acceptance of a resignation shall not be necessary to make the resignation effective. SECTION 4.7. CHAIRMAN OF THE BOARD. The Chairman of the Board shall preside at all meetings of stockholders and of the Board of Directors at which he is present. The Chairman of the Board shall have such other powers and perform such other duties as may be assigned to him from time to time by the Board of Directors. SECTION 4.8. PRESIDENT. The President shall, in the absence of the Chairman of the Board, preside at all meetings of the stockholders and of the Board of Directors at which he is present. The President shall be the Chief Executive Officer of the Corporation and shall have general supervision over the business and affairs of the Corporation and shall be responsible for carrying out the policies and objectives established by the Board of Directors. The President shall have all powers and duties usually incident to the office of the President, except as specifically limited by a resolution of the Board of Directors. The President shall have such other powers and perform such other duties as may be assigned to him from time to time by the Board of Directors. SECTION 4.9. VICE PRESIDENT. In the absence or disability of the President or if the office of President be vacant, the Vice Presidents in the order determined by the Board of Directors, or if no such determination has been made, in the order of their seniority, shall perform the duties and exercise the powers of the President, subject to the right of the Board of Directors at any time to extend or confine such powers and duties or to assign them to others. Any Vice President may have such additional designation in his title as the Board of Directors may determine. The Vice Presidents shall generally assist the President in such manner as the President shall direct. Each Vice President shall have such other powers and perform such other duties as may be assigned to him from time to time by the Board of Directors or-the President. 9 SECTION 4.10. SECRETARY. The Secretary shall act as Secretary of all meetings of stockholders and of the Board of Directors at which he is present, shall record all the proceedings of all such meetings in a book to be kept for that purpose, shall have supervision over the giving and service of notices of the Corporation, and shall have supervision over the care and custody of the records and seal of the Corporation. The Secretary shall be empowered to affix the corporate seal to documents, the execution of which on behalf of the Corporation under its seal is duly authorized, and when so affixed may attest the same. The Secretary shall have all powers and duties usually incident to the office of Secretary, except as specifically limited by a resolution of the Board of Directors. The Secretary shall have such other powers and perform such other duties as maybe assigned to him from time to time by the Board of Directors or the President. SECTION 4.11. TREASURER. The Treasurer shall report directly to the President or such other officer as the Board of Directors may from time to time determine and shall carry out the duties hereinafter specified under the direct supervision of such officer. The Treasurer shall have general supervision over the care and custody of the funds and over the receipts and disbursements of the Corporation and shall cause the funds of the Corporation to be deposited in the name of the Corporation in such banks or other depositories as the Board of Directors may designate. The Treasurer shall have supervision over the care and safekeeping of the securities of the Corporation. Subject to the first sentence of this Section 4.11, the Treasurer shall have all powers and duties usually incident to the office of Treasurer, except as specifically limited by a resolution of the Board of Directors. The Treasurer shall have such other powers and perform such other duties as may be assigned to him from time to time by the Board of Directors or the President. SECTION 4.12. BOND. The Board of Directors shall have power, to the extent permitted by law, to require any officer, agent or employee of the Corporation to give bond for the faithful discharge of his duties in such form and with such surety or sureties as the Board of Directors may determine. ARTICLE V CAPITAL STOCK SECTION 5.1. ISSUANCE OF CERTIFICATES OF STOCK. Each stockholder of the Corporation shall be entitled to a certificate or certificates in such form as shall be approved by the Board of Directors, certifying the number of shares of capital stock of the corporation owned by such stockholder. SECTION 5.2. SIGNATURES ON STOCK CERTIFICATES. Certificates for shares of capital stock of the Corporation shall be signed by, or in the name of the Corporation by, the Chairman of the Board, any Vice Chairman of the Board, the President or a Vice President and by, or in the name of the Corporation by, the Secretary, the Treasurer, an Assistant Secretary or an Assistant Treasurer. Any of or all the signatures on the certificates may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed 10 upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, such certificate may be issued by the Corporation with the same effect as if such signer were such officer, transfer agent or registrar at the date of issue. SECTION 5.3. STOCK LEDGER. A record of all certificates for capital stock issued by the Corporation shall be kept by the Secretary or any other officer or employee of the Corporation designated by the Secretary or by any transfer clerk or transfer agent appointed pursuant to Section 5.4 hereof. Such record shall show the name and address of the person, firm or corporation in which certificates for capital stock are registered, the number of shares represented by each such certificate, the date of each such certificate, and in case of certificates which have been canceled, the dates of cancellation thereof. The Corporation shall be entitled to treat the holder of record of shares of capital stock as shown on the stock ledger as the owner thereof and as the person entitled to receive dividends thereon, to vote such shares and to receive notice of meetings, and for all other purposes. The Corporation shall not be bound to recognize any equitable or other claim to or interest in any share of capital stock on the part of any other person whether or not the Corporation shall have express or other notice thereof. SECTION 5.4. REGULATIONS RELATING TO TRANSFER. The Board of Directors may make such rules and regulations as it may deem expedient, not inconsistent with law, the Certificate of Incorporation or these Bylaws, concerning issuance, transfer and registration of certificates for shares of capital stock of the Corporation. The Board of Directors may appoint, or authorize any principal officer to appoint, one or more transfer clerks or one or more transfer agents and one or more registrars and may require all certificates for capital stock to bear the signature or signatures of any of them. SECTION 5.5. TRANSFERS. Transfers of capital stock shall be made on the books of the Corporation only upon delivery to the corporation or its transfer agent of (a) a written direction of the registered holder named in the certificate or such holder's attorney lawfully constituted in writing, (b) the certificate for the shares of capital stock being transferred, and (c) a written assignment of the shares of capital stock evidenced thereby. SECTION 5.6. CANCELLATION. Each certificate for capital stock surrendered to the Corporation for exchange or transfer shall be canceled and no new certificate or certificates shall be issued in exchange for any existing certificate (other than pursuant to Section 5.7) until such existing certificate shall have been canceled. SECTION 5.7. LOST, DESTROYED, STOLEN AND MUTILATED CERTIFICATES. In the event that any certificate for shares of capital stock of the Corporation shall be mutilated, the Corporation shall issue a new certificate in place of such mutilated certificate. In case any such certificate shall be lost, stolen or destroyed, the Corporation may, in the discretion of the Board of Directors or a committee designated thereby with power so to act, issue a new certificate for capital stock in the place of any such lost, stolen or destroyed certificate. The applicant for any substituted certificate or certificates shall surrender any mutilated certificate or, in the case of any lost, stolen or destroyed certificate, furnish satisfactory proof of such loss, 11 theft or destruction of such certificate and of the ownership thereof. The Board of Directors or such committee may, in its discretion, require the owner of a lost or destroyed certificate, or his representatives, to furnish to the Corporation a bond with an acceptable surety or sureties and in such sum as will be sufficient to indemnify the Corporation against any claim that may be made against it on account of the lost, stolen or destroyed certificate or the issuance of such new certificate. A new certificate may be issued without requiring a bond when, in the judgment of the Board of Directors, it is proper to do so. SECTION 5.8. FIXING OF RECORD DATES. Unless otherwise provided in the Certificate of Incorporation: (a) The Board of Directors may fix a record date, which shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors and which shall not be more than sixty nor less than ten days before the date of any meeting of stockholders, for the purpose of determining stockholders entitled to notice of or to vote at such meeting of stockholders or any adjournment thereof. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be given at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. 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 meetings; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. (b) The Board of Directors may fix a record date, which shall not precede nor be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors, for the purpose of determining stockholders entitled to consent to corporate action in writing without a meeting. If no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporations registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action. (c) The Board of Directors may fix a record date, which shall not precede the date upon which the resolution fixing the record date is adopted and which shall not be more than sixty days prior to such action, for the purpose of determining stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or stockholders entitled to exercise any rights in respect of any change, conversion, 12 or exchange of stock, or for the purpose of any other lawful action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. ARTICLE VI INDEMNIFICATION SECTION 6.1. INDEMNIFICATION. The Corporation shall, to the full extent permitted by applicable law, indemnify any person (and the heirs, executors and administrators of such person) who, by reason of the f act that he is or was a Director, officer, employee or agent of the Corporation or of a constituent corporation absorbed by the Corporation in a consolidation or merger or is or was serving at the request of the Corporation or such constituent corporation as a director, officer, employee or agent of any other corporation, partnership, joint venture, trust or other enterprise, was or is a party or is threatened to be a party to: (a) any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation), against expenses (including attorneys fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any such action, suit or proceeding, or, (b) any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor, against expenses (including attorneys, fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit. Expenses incurred by a Director or officer of the Corporation in defending an action, suit or proceeding described in subsections (a) and (b) above may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt by the Corporation of an undertaking by or on behalf of the Director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this Section 6.1. Expenses incurred by an employee or agent of the Corporation who is not a Director or officer in defending such an action, suit or proceeding may be so paid by the Corporation upon, such terms and conditions, if any, as the Board of Directors deems appropriate. Any indemnification by the Corporation pursuant hereto shall be made only in the manner and to the extent authorized by applicable law, and any such indemnification shall not be deemed exclusive of any other rights to which those seeking indemnification may otherwise be entitled. SECTION 6.2. INDEMNIFICATION INSURANCE. The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a Director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a 13 Director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under applicable law. ARTICLE VII MISCELLANEOUS PROVISIONS SECTION 7.1. CORPORATE SEAL. The seal of the Corporation shall be circular in form with the name of the Corporation in the circumference and the words "Corporate Seal, Delaware" in the center. The seal may be used by causing it to be affixed or impressed, or a facsimile thereof may be reproduced or otherwise used in such manner as the Board of Directors' may determine. SECTION 7.2. FISCAL YEAR. The fiscal year of the Corporation shall be from the 1st day of January to the 31st day of December, inclusive, in each year, or such other twelve consecutive months as the Board of Directors may designate. SECTION 7.3. WAIVER OF NOTICE. Whenever any notice is required to be given under any provision of law, the Certificate of Incorporation, or these Bylaws, a written waiver thereof, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, Directors, or members of a committee of Directors, need be specified in any written waiver of notice unless so required by the Certificate of Incorporation. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. SECTION 7.4. EXECUTION OF INSTRUMENTS, CONTRACTS, ETC. (a) All checks, drafts, bills of exchange, notes or other obligations or orders for the payment of money shall be signed in the name of the Corporation by the President or such other officer or officers or person or persons, as the Board of Directors may from time to time designate. (b) Except as otherwise provided by law, the Board of Directors, any committee given specific authority in the premises by the Board of Directors, or any committee given authority to exercise generally the powers of the Board of Directors during the intervals between meetings of the Board of Directors, may authorize any officer, employee or agent, in the name of and on behalf of the Corporation, to enter into 14 or execute and deliver deeds, bonds, mortgages, contracts and other obligations or instruments, and such authority may be general or confined to specific instances. (c) All applications, written instruments and papers required by or filed with any department of the United States Government or any state, county, municipal or other governmental official or authority, may, if permitted by applicable law, be executed in the name of the Corporation by any principal officer or subordinate officer of the Corporation,, or, to the extent designated for such purpose from time to time by the Board of Directors, by an employee or agent of the Corporation. Such designation may contain the power to substitute, in the discretion of the person named, one or more other persons. ARTICLE VIII AMENDMENTS SECTION 8.1. BY STOCKHOLDERS. These Bylaws may be amended, altered or repealed, or new Bylaws may be adopted, at any meeting of stockholders by the affirmative vote of the holders of not less than a majority of the outstanding shares of stock entitled to vote thereat, provided that, in the case of a special meeting, notice that an amendment is to be considered and acted upon shall be inserted in the notice or waiver of notice of said meeting. SECTION 8.2. BY DIRECTORS. To the extent permitted by the Certificate of Incorporation, these Bylaws may be amended, altered or repealed, or new Bylaws may be adopted, at any regular or special meeting of the Board of Directors by (he affirmative vote of a majority of the whole Board. 15 EX-3.6 4 g77012exv3w6.txt ARTICLES OF INCORPORATION EXHIBIT 3.6 ARTICLES OF INCORPORATION OF OASIS COMMUNITIES, INC. Under the Official Code of Georgia Annotated ss. 14-2-202 ARTICLE I The name of the corporation is Oasis Communities, Inc. ARTICLE II The corporation is authorized to issue 1,000,000 shares. ARTICLE III The street address of the registered office is 1201 Peachtree Street, N.E., Atlanta, Georgia 30361. The registered agent at such address is CT Corporation System. ARTICLE IV The name and address of the incorporator is James H. Levine, 1800 Republic Centre, 633 Chestnut Street, Chattanooga, Tennessee 37450. ARTICLE V The principal mailing office of the corporation is 4210 Morningside Drive, Cummings, Georgia 30041. IN WITNESS WHEREOF, the undersigned has executed these Articles of Incorporation as of the 16th day of November, 1999. /s/ James H. Levine --------------------------------- James H. Levine, Incorporator EX-3.7 5 g77012exv3w7.txt AMENDED AND RESTATED ARTICLES OF INCORPORATION EXHIBIT 3.7 AMENDED AND RESTATED ARTICLES OF INCORPORATION OF OASIS COMMUNITIES, INC. Pursuant to the provisions of Sections 14-2-1002 and 14-2-1007 of the Georgia Business Corporation Code, the undersigned corporation, Oasis Communities, Inc., hereby approves and adopts the following Amended and Restated Articles of Incorporation, thereby amending and restating is original Articles of Incorporation dated November 16, 1999 and filed with the Secretary of State on November 22, 1999: ARTICLE I The name of the corporation is changed from Oasis Communities, Inc. to Oasis Group, Inc. ARTICLE II The corporation shall have the authority to issue fifty million (50,000,000) shares. ARTICLE III The name and address of the registered agent of the corporation in the State of Georgia shall be Robert E. Altenbach, Kutak Rock, 222 Peachtree Street, N.E., Suite 2100, Atlanta, Fulton County, Georgia 30303-1731 ARTICLE IV The name and address of the incorporator is James H. Levine, 1800 Republic Centre, 633 Chestnut Street, Chattanooga, Tennessee 37450. ARTICLE V The address of the principal office of the corporation in the State of Georgia shall be 4210 Morningside Drive, Cummings, Georgia 30041. Dated this 11th day of July, 2000. OASIS COMMUNITIES, INC. (HAVING CHANGED CORPORATE NAME TO OASIS GROUP, INC.) By: /s/ Ward S. Whelchel, President ------------------------------- Ward S. Whelchel, President EX-3.8 6 g77012exv3w8.txt ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION EXHIBIT 3.8 ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF OASIS GROUP, INC. OASIS GROUP, INC. (the "Corporation"), a corporation organized and existing under and by virtue of the Georgia Business Corporation Code, DOES HEREBY CERTIFY: FIRST, that the Board of Directors of said corporation, by written consent of the Board of Directors, filed with the minutes of the Board, adopted a resolution proposing and declaring advisable the following amendments to the Articles of Incorporation of said corporation: RESOLVED, the Articles of Incorporation of Oasis Group, Inc. be amended by changing Article II, so that amended said Article shall be and read as follows: "Authorized Capital Stock. The total number of shares of capital stock of all classes which the Corporation has authority to issue is One hundred seventy-five million (175,000,000), one hundred fifty million (150,000,000) shares of which shall be Common Stock, no par value, and twenty-five million (25,000,000) shares of which shall be Preferred Stock, par value $0.001 per share. (a) The Preferred Stock may be issued at any time and from time to time, in one or more classes or series. The description of shares of each series or class of Preferred Stock, including the designation, powers, preferences and relative, participating, optional or other rights of shares of each such series or class and the qualifications, limitations and restrictions thereof, if any, shall be as set forth in resolutions adopted by the Board of Directors, and articles of amendment shall be filed with the Georgia Secretary of State as required by law to be filed with respect to issuance of such Preferred Stock, prior to the issuance of any shares of such series or class. (b) The Board of Directors is expressly authorized, at any time, by adopting resolutions providing for a change in the number of, shares of any particular series of Preferred Stock and, if and to the extent from time to time required by law, by filing articles of amendment which are effective without Shareholder action to increase or decrease the number of shares included in each series or class of Preferred Stock, but not below the number of shares then issued, and to set or change in any one or more respects the designations, preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends, qualifications, or terms and conditions of redemption relating to the shares of each such series. Notwithstanding the foregoing, the Board of Directors shall not be authorized to change the right of holders of the Common Stock of the Corporation to vote one vote per share on all matters submitted for shareholder action. (C) The authority of the Board of Directors with respect to each series of Preferred Stock shall include, but not be limited to, determination of the following: (i) the designation of the series or class, which may be by distinguishing number, letter or title; (ii) the number of shares of the series or class, which number the Board of Directors may thereafter (except where otherwise provided in the applicable Preferred Stock Certificate of Designation) increase or decrease (but not below the number of shares thereof then outstanding); (iii) whether dividends, if any, shall be cumulative or noncumulative and the dividend rate of the series or class; (iv) whether dividends, if any, shall be payable in cash, in kind or otherwise; (v) the dates on which dividends, if any, shall be payable; (vi) the redemption rights and price or prices, if any, for shares of the series or class; (vii) the terms and amount of any sinking fund provided for the purchase or redemption of shares of the series or class; (viii) the amounts payable on shares of the series or class in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation; (ix) whether the shares of the series or class shall be convertible or exchangeable into shares of any other class or series, or any other security, of the Corporation or any other corporation, and, if so, the specification of such other class or series or such other security, the conversion or exchange price or prices or rate or rates, any adjustments thereof, the date or dates as of which such shares shall be convertible or exchangeable and all other terms and conditions upon which such conversion or exchange may be made; (x) restrictions on the issuance of shares of the same series or class or of any other class or series; and (xi) whether or not the holders of the shares of such series or class shall have voting rights, in addition to the voting rights provided by law, and if so, the terms of such voting rights, which may provide, among other things and subject to the other provisions of the Articles of Incorporation, that each share of such series or class shall carry one vote or more or less than one vote per share, that the holders of such series or class shall be entitled to vote on certain matters as a separate class (which for such purpose may be comprised solely of such series or class or of such series or class and one or more other series or classes of stock of the Corporation) and that all the shares of such series or class entitled to vote on a particular matter shall be deemed to be voted on such matter in the manner that a specified portion of the voting power of the shares of such series or class or separate class are voted on such matter. (c) The Common Stock shall be subject to the express terms of the Preferred Stock and any series thereof. FURTHER RESOLVED, the Articles of Incorporation be amended by adding a new Article VI, which shall read as follows: "To the extent allowed by law, any action that is required to be or may be taken at a meeting of the shareholders of the corporation may be taken without a meeting if written consent, setting forth the action, shall be signed by persons who would be entitled to vote at a meeting those shares having voting power to cast not less than the minimum number (or numbers, in the case of voting by classes) of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote were present and voted. Notice shall be given within ten (10) days of the taking of corporate action without a meeting by less than unanimous written consent to those shareholders on the record date whose shares were not represented on the written consent." FURTHER RESOLVED, that the Articles of Incorporation be amended by adding a new Article VII, which shall read as follows: "A director of the Corporation shall not be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, to the fullest extent permitted by Georgia Law. Neither the amendment nor repeal of Article VII or VIII, nor the adoption of any provision of these Articles of Incorporation or the By-laws of the Corporation, nor, to the fullest extent permitted by Georgia Law, any modification of law, shall eliminate or reduce the effect of Article VII or VIII in respect of any acts or omissions occurring prior to, and shall not adversely affect any right or protection of a director of the Corporation existing prior to such amendment, repeal, adoption or modification." FURTHER RESOLVED, that the Articles of Incorporation be amended by adding a new Article VIII, which shall read as follows: "Each person (and the heirs, executors or administrators of such person) who was or is a party or is threatened to be made a party to, or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless by the Corporation to the fullest extent permitted by Georgia Law. The right to indemnification conferred in this Article VIII shall also include the right to be paid by the Corporation the expenses incurred in connection with any such proceeding in advance of its final disposition to the fullest extent authorized by Georgia Law. The right to indemnification conferred in this Article VIII shall be a contract right. The Corporation may, by action of its Board of Directors, provide indemnification to such of the officers, employees and agents of the Corporation to such extent and to such effect as the Board of Directors shall determine to be appropriate and authorized by Georgia Law. The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss incurred by such person in any such capacity or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under Georgia Law. The rights and authority conferred in this Article VIII shall not be exclusive of any other right which any person may otherwise have or hereafter acquire. SECOND, with the addition of new Articles VI, VII and VIII to the Articles of Incorporation, the Articles of Incorporation as they existed prior to these Articles of Amendment are redesignated as Articles I through VIII. THIRD, these amendments were duly approved by the Shareholders of the Corporation, upon the recommendation of the board of directors of the Corporation, as required under (a) the Articles of Incorporation as they existed prior to these Articles of Amendment, (b) the bylaws of the Corporation, and (c) Section 14-2-1003 of the Georgia Business Corporation Code. FOURTH, the changes made by these Articles of Amendment shall be effective upon the filing of these Articles of Amendment with the Georgia Secretary of State. IN WITNESS WHEREOF, Oasis Group, Inc. has caused these Articles of Amendment to be executed and attested by its duly authorized officers, this 24 day of June, 2002. Attest Oasis Group, Inc. /s/ Peggy Evans /s/ Ronald A. Potts ---------------------- -------------------------- Peggy Evans, Secretary Ronald A. Potts, President EX-3.9 7 g77012exv3w9.txt CERTIFICATE OF DESIGNATION EXHIBIT 3.9 DESIGNATIONS OF PREFERENCES, LIMITATIONS, AND RELATIVE RIGHTS OF SERIES A CONVERTIBLE PREFERRED STOCK OF OASIS GROUP, INC. Pursuant to authority granted in the charter, as amended (the "Articles of Incorporation"), of Oasis Group, Inc. (the "Corporation") and Section 14-2-602 of the Georgia Business Corporation Code ("GBCC"), the Corporation has been authorized to issue in series Twenty-Five Million (25,000,000) shares of Preferred Stock and to designate the terms, preferences, limitations and relative rights of each series established. By resolution of the required vote of the Board of Directors of the Corporation, the Corporation has established and fixed the relative preferences, powers, limitations and relative rights of Ten Million (10,000,000) shares of Preferred Stock designated the "Series A Convertible Preferred Stock," $.001 par value (the "Series A Preferred Stock"). For the purposes of these designations, the following terms shall have the meanings specified: "Board of Directors" shall mean the board of directors of the Corporation. "Common Stock" shall mean the common stock, no par value per share, of the Corporation. "Conversion Price" shall have the meaning provided in SubSection (d)(1) hereof. "Conversion Rate" shall have the meaning provided in SubSection (d)(1) hereof. "Corporation" shall mean Oasis Group, Inc., a Georgia corporation. "Designations" shall mean the terms, preferences, limitations and relative rights of the Series A Preferred Stock established hereby and set forth hereinafter. "Invested Amount" per share of Series A Preferred Stock shall mean $3.00 (as adjusted for changes in the Series A Preferred Stock by stock split, stock dividend, or the like occurring after the Original Issue Date). "Liquidation" shall have the meaning specified in Section (b). "Original Issue Date" shall mean the date on which shares of Series A Preferred Stock are first actually issued by the Corporation. "Person" means any individual, firm, corporation, partnership, trust, limited liability company, incorporated or unincorporated association, joint venture, joint stock company, or other entity of any kind, and shall include any successor (by merger or otherwise) of any such entity. "Qualified Public Offering" shall mean a firm commitment underwritten offer and sale of Common Stock to the public having aggregate net proceeds to the Corporation of not less than $50,000,000, at a per share offering price (prior to underwriters' commissions and expenses) of not less than $3.00 per share of Common Stock (as adjusted for any stock dividends, combinations or splits with respect to such shares following the Original Issue Date). "Securities Act" shall mean the Securities Act of 1933, as amended. "Sale or Merger" shall have the meaning specified in Section (b). The Designations granted to and imposed upon the Series A Preferred Stock are as follows: (a) Dividend Rights. The holders of shares of Series A Preferred Stock shall be entitled to receive dividends, out of any funds legally available thereto, at the rate of five percent (5%) per annum payable quarterly for each share of Series A Preferred Stock held by them (as adjusted for any stock dividends, combinations or splits with respect to such shares). Such dividends will commence as of the Original Issue Date and will accumulate, without compounding, until paid and will be cumulative, to the extent unpaid, whether or not they have been declared and whether or not there are any funds legally available thereto for the payment of dividends. (b) Liquidation Rights. (1) In the event of: (A) the liquidation, dissolution or winding up of the Corporation, or such of the Corporation's subsidiaries the assets of which constitute all or substantially all the assets of the business of the Corporation and its subsidiaries taken as a whole (a "Liquidation"), or (B) a Sale or Merger (defined below), unless, in the case of a Sale or Merger, the holders of the Series A Preferred Stock have elected by a vote of at least two-thirds (66(2)?c%) of the total number of shares of such series outstanding, voting separately as a class, to exclude such Sale or Merger from the application of this Section (b) (in which case SubSection (d)(7) shall apply to such transaction), each holder of Series A Preferred Stock then outstanding shall be entitled to receive, out of the assets of the Corporation available for distribution to its stockholders, before any payment shall be made in respect of all other classes of capital stock of the Corporation, an amount per share of Series A Preferred Stock equal to the Invested Amount, plus any and all accrued or declared but unpaid dividends on such share computed to the date of payment thereof (the "Series A Preferential Amount"). After payment of the Series A Preferential Amount, any remaining assets and property of the Corporation available for distribution to stockholders shall be distributed pro rata among the holders of the Corporation's Common Stock and Series A Preferred Stock, treating for purposes of such distribution each share of Series A Preferred Stock as such number of shares of Common 2 Stock as such share of Series A Preferred Stock would be convertible under the circumstances described in Section (d) hereof on the record date for any such distribution. (2) To the extent necessary, the Corporation shall cause such actions to be taken by any of its subsidiaries so as to enable the proceeds of a Liquidation or a Sale or Merger to be distributed to the holders of shares of Series A Preferred Stock in accordance with this Section (b). All the preferential amounts to be paid to the holders of the Series A Preferred Stock under this Section (b) shall be paid or set apart for payment before the payment or setting apart for payment of any amount for, or the distribution of any assets of the Corporation to, the holders of all other classes of capital stock of the Corporation in connection with a Liquidation or a Sale or Merger as to which this Section (b) applies. If the assets or surplus funds to be distributed to the holders of the Series A Preferred Stock are insufficient to permit the payment to such holders of the full amounts payable to such holders, the assets and surplus funds legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock in proportion to the full amount each such holder is otherwise entitled to receive. (3) For purposes of these Designations, a "Sale or Merger" shall mean any of the following: (A) the merger, share exchange, reorganization or consolidation of the Corporation or such subsidiary or subsidiaries of the Corporation the assets of which constitute all or substantially all the assets of the business of the Corporation and its subsidiaries taken as a whole into or with another corporation in which the Corporation's stockholders holding the right to vote with respect to matters generally (the "Corporation's Voting Power") immediately preceding such merger, share exchange, reorganization or consolidation (solely by virtue of their shares or other securities of the Corporation or such subsidiaries) shall own less than fifty percent (50%) of the voting securities of the surviving corporation; (B) the sale, transfer or lease (but not including a transfer or lease by pledge or mortgage to a bona fide lender), of all or substantially all the assets of the Corporation, whether pursuant to a single transaction or a series of related transactions or plan (which assets shall include for these purposes the assets of the Corporation's subsidiaries); (C) the sale or transfer, whether in a single transaction or pursuant to a series of related transactions, of securities of the Corporation such that the Corporation's stockholders holding the Corporation's Voting Power immediately prior to such sale or transfer or series of transfers cease to hold a majority of the Corporation's Voting Power after such sale or transfer or series of transfers; or (D) any consolidation or merger of the Corporation into or with any other entity or entities which results in the exchange of fifty percent (50%) or more of the outstanding capital stock of the Corporation for securities or other consideration issued or paid or caused to be issued or paid by any such entity or 3 affiliate thereof (other than a merger to reincorporate the Corporation in a different jurisdiction). (4) The Corporation shall give each holder of record of Series A Preferred Stock written notice of any impending Sale or Merger not later than twenty (20) days prior to the stockholders' meeting called to approve such transaction, or twenty (20) days prior to the closing of such transaction, whichever is earlier, and shall also notify such holder in writing of the final approval of such transaction. The first of such notices shall describe the material terms and conditions of the impending Sale or Merger and the provisions of this Section (b), and the Corporation shall thereafter give such holders prompt notice of any material changes. The transaction shall in no event take place sooner than twenty (20) days after the Corporation has given the first notice provided for herein or sooner than ten (10) days after the Corporation has given notice of any material changes provided for herein; provided, however, that such periods may be shortened upon the written consent of the holders of a majority of the then outstanding shares of Series A Preferred Stock. (5) The provisions of this Section (b) are in addition to and not in limitation of the protective provision of Section (f). (c) Voting Rights. (1) Generally. Except as set forth specifically below, on all matters on which the holders of Common Stock are entitled to vote, each holder of a share of the Series A Preferred Stock shall be entitled to ten (10) votes for each share of Series A Preferred Stock standing in his or her name on the books at the Corporation. Each holder of a share of the Series A Preferred Stock shall be entitled to receive the same prior notice of any stockholders' meeting as provided to the holders of Common Stock in accordance with the bylaws of the Corporation, as well as prior notice of all stockholder actions to be taken by legally available means in lieu of meeting, and shall vote with holders of the Common Stock upon any matter submitted to a vote of stockholders, except those matters required by law, or by the terms hereof, to be submitted to a class vote of the holders of Series A Preferred Stock. Fractional votes shall be permitted, and any fractions shall be taken into account in computing voting rights. (2) Board Size; Election of Directors. So long as there has not been a Qualified Public Offering, the holders of the Series A Preferred Stock shall be entitled, voting as a separate class, to elect a majority of the directors of the Corporation. (3) Restriction. Except for the voting rights granted in Section (c)(2) above, the holders of Series A Preferred Stock Shall have no right to vote on any matters on which the holders of Common Stock are entitled to vote for until such time as that certain share exchange agreement by and between the Company and Rainwire Inc., a Delaware Corporation, dated December 19, 2001 is either consummated or terminated. 4 (d) Conversion. The holders of the Series A Preferred Stock shall have conversion rights as follows (the "Conversion Rights"): (1) Conversion Rate. For purposes of this Section (d), the shares of Series A Preferred Stock shall be convertible, at the times and under the conditions described in this Section (d) hereafter, at the rate (the "Conversion Rate") of one share of Series A Preferred Stock to the number of shares of Common Stock that equals the quotient obtained by dividing the Invested Amount by the Conversion Price (defined hereinafter). Thus, the number of shares of Common Stock to which a holder of Series A Preferred Stock shall be entitled upon any conversion provided for in this Section (d) shall be the product obtained by multiplying the Conversion Rate by the number of shares of Series A Preferred Stock being converted. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of the surrender of the shares of Series A Preferred Stock to be converted in accordance with the procedures described in SubSection (d)(4) below. The "Conversion Price" shall initially be equal to the Invested Amount, and shall be subject to adjustment as provided hereafter in this Section (d). The initial Conversion Rate shall be one share of Common Stock for one share of Series A Preferred Stock. (2) Optional. Each share of Series A Preferred Stock shall be convertible, at the option of the holder thereof, at any time after the later of (i) the first year anniversary of the effective date of the registration statement on Form S-4 contemplated in connection with the Amended and Restated Share Exchange Agreement, dated December 19, 2001 between the Corporation and Rainwire, Inc., a Delaware Corporation, (ii) the withdrawal of such registration statement or (iii) the date of issuance of such share, at the office of the Corporation or any transfer agent for the Series A Preferred Stock, into Common Stock at the then effective Conversion Rate. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of the surrender of the shares of Series A Preferred Stock to be converted in accordance with the procedures described in Subsection (d)(4) below. (3) Automatic. Upon the closing of, but effective immediately prior to, the first sale in a Qualified Public Offering, each and every share of outstanding Series A Preferred Stock held by all holders of Series A Preferred Stock shall automatically be converted into Common Stock at the then effective Conversion Rate. The Corporation shall notify each holder of Series A Preferred Stock at least ninety (90) days prior to the anticipated effective date of a registration statement filed by the Corporation under the Securities Act covering a Qualified Public Offering. In any conversion pursuant to this Subsection (d)(3), such conversion shall be automatic, without need for any further action by the holders of shares of Series A Preferred Stock and regardless of whether the certificates representing such shares are surrendered to the Corporation or its transfer agent; provided, however, that the Corporation shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such conversion unless certificates evidencing such shares of Series A Preferred Stock so converted are surrendered to the Corporation in accordance with the procedures described in SubSection (d)(4) below. Upon the conversion of the Series A Preferred Stock pursuant to this SubSection (d)(3), the Corporation shall promptly send written notice thereof, by 5 registered or certified mail, return receipt requested and postage prepaid, by hand delivery or by overnight delivery, to each holder of record of Series A Preferred Stock at his or its address then shown on the records of the Corporation, which notice shall state that certificates evidencing shares of Series A Preferred Stock must be surrendered at the office of the Corporation (or of its transfer agent for the Common Stock, if applicable) in the manner described in SubSection (d)(4) below. No fractional shares of Common Stock shall be issued upon conversion of Series A Preferred Stock. In lieu of fractional shares, the Corporation shall pay therefor, at the time of any conversion of Series A Preferred Stock as herein provided, an amount in cash equal to such fraction multiplied by the then effective Conversion Price, payable as promptly as possible when funds are legally available therefore. (4) Mechanics of Conversion; Payment of Dividends. Before any holder of Series A Preferred Stock shall be entitled to receive certificates representing the shares of Common Stock into which shares of Series A Preferred Stock are converted in accordance with Subsections (d)(2) or (d)(3) above, such holder shall surrender the certificate or certificates for such shares of Series A Preferred Stock, duly endorsed, at the office of the Corporation or of any transfer agent for the Series A Preferred Stock, and shall give written notice to the Corporation at such office of the name or names in which such holder wishes the certificate or certificates for shares of Common Stock to be issued, if different from the name shown on the books and records of the Corporation. Said conversion notice shall also contain such representations as may reasonably be required by the Corporation to the effect that the shares to be received upon conversion are not being acquired and will not be transferred in any way that might violate the then applicable securities laws. The Corporation shall, as soon as practicable thereafter and in no event later than thirty (30) days after the delivery of said certificates, issue and deliver at such office to such holder of Series A Preferred Stock, or to the nominee or nominees of such holder as provided in such notice, a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled as aforesaid. The person or persons entitled to receive the shares of Common Stock issuable upon a conversion pursuant to Subsections (d)(2) or (d)(3) shall be treated for all purposes as the record holder or holders of such shares of Common Stock as of the effective date of conversion specified in such section. All certificates issued upon the exercise or occurrence of the conversion shall contain a legend governing restrictions upon such shares imposed by law or agreement of the holder or his or its predecessors. In addition, simultaneously with any conversion, any accrued or declared and unpaid dividends payable on such Series A Preferred Stock shall be paid by the Corporation to the holder of such Series A Preferred Stock. (5) Adjustment for Subdivisions or Combinations of Common Stock; Stock Dividends. In the event the Corporation at any time or from time to time after the Original Issue Date effects a subdivision or split of its Common Stock into a greater number of Common Stock or shall issue a stock dividend on the outstanding Common Stock without an equivalent subdivision or split of, or dividend on, the Series A Preferred Stock, then in such event the Conversion Price in effect immediately prior to such subdivision or split or the issuance of such dividend shall be proportionately decreased 6 (and the Conversion Rate thus proportionately increased), effective at the close of business on the date of such subdivision, split or dividend. In the event the Corporation at any time or from time to time after the Original Issue Date effects a combination of the outstanding Common Stock into a lesser number of shares without an equivalent combination of the outstanding Series A Preferred Stock, then in such event the Conversion Price in effect immediately prior to such combination, shall be proportionately increased (and the Conversion Rate thus proportionately decreased), effective at the close of business on the date of such combination. (e) Notices. Any notice required by the provisions hereof to be given to the holders of shares of Series A Preferred Stock shall be deemed given on the third business day following (and not including) the date on which such notice is deposited in the United States mail, first-class, postage prepaid, and addressed to each holder of record at his address appearing on the books of the Corporation. Notice by any other means shall not be deemed effective until actually received. 7 IN WITNESS WHEREOF, this Certificate has been duly executed by the President of the Corporation and attested to by its Secretary as of June 26, 2002. OASIS GROUP, INC. By: /s/ Ronald A. Potts ----------------------------------- Ronald A. Potts, President 8 EX-3.10 8 g77012exv3w10.txt AMENDED AND RESTATED BYLAWS EXHIBIT 3.10 BYLAWS OF OASIS GROUP, INC. ARTICLE I OFFICES SECTION 1.01. NAME. The name of the Corporation is Oasis Group, Inc., hereinafter referred to as the "Corporation." SECTION 1.02. PRINCIPAL OFFICE. The principal office of the Corporation in the State of Georgia shall be in the City of Atlanta, County of Fulton, and the resident agent in charge thereof shall be Robert E. Altenbach. The Corporation may change its registered office or change its registered agent, or both, upon the filing in the Office of the Secretary of State of Georgia of a statement setting forth the facts required by law, and executed for the Corporation by its President or Vice President. SECTION 1.03. OTHER OFFICES. The Corporation may have offices at such other place or places as from time to time the Board of Directors may determine or the business of the Corporation may require. ARTICLE II MEETINGS OF STOCKHOLDERS SECTION 2.01. ANNUAL MEETINGS. The annual meeting of the stockholders for the election of directors and for the transaction of such other business as may come before the meeting shall be held within one hundred twenty (120) days after the close of the fiscal year of the Corporation on a day during such period to be selected by the Board of Directors; provided, however, that the failure to hold the annual meeting within the designated period of time or on the designated date shall not work a forfeiture or dissolution of the Corporation. SECTION 2.02. SPECIAL MEETINGS. Special meetings of the shareholders, for any purpose or purposes, may be called by the Chairman of the Board of the President. Special meetings of the shareholders shall be called by the President or Secretary at the request in writing of a majority of the Board of Directors, or at the request in writing of a majority of the Board of Directors, or at the request in writing of shareholders owning ten percent (10%) of the capital stock of the Corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting and the business to be transacted at any such special meeting of shareholders, and shall be limited to the purposes stated in the notice therefor. SECTION 2.03. PLACE OF MEETING. Each meeting of stockholders of the Corporation, whether annual or special is to be held at the principal offices of the Corporation or at such other place either within or without the State of Georgia, as may be, and shall be held on such date and at such time and place within or specified in the notice or waiver of notice of said meeting. SECTION 2.04. NOTICE OF MEETINGS. Except as otherwise provided by law, notice of each meeting of the stockholders shall be given to each stockholder of record entitled to vote at such meeting, whether annual or special, not less than ten (10) nor more than sixty (60) days before the day on which the meeting is to be held, either personally or by mail, by or at the direction of the Chairman of the Board or the President, the Secretary or a majority of the members of the board of Directors calling the meeting. Each such notice shall state the purpose or purposes for which the meeting is called, and the date and time when, and the place where such meeting is to be held. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail or Air Mail, with postage thereon prepaid, addressed to the shareholder entitled thereto at his or her address as it appears on the share transfer records of the Corporation. Except where expressly required by law, no publication of any notice of a meeting of stockholders shall be required. Notice of any meeting of stockholders shall not be required to be given to any stockholder who shall attend such meeting in person or by proxy. Notice of any adjourned meeting of the stockholders shall not be required to be given, except where expressly required by law. SECTION 2.05. QUORUM. At each meeting of the stockholders, the presence, in person or by proxy, of the holders of record of a majority of the issued and outstanding stock of the Corporation entitled to vote at such meeting shall constitute a quorum for the transaction of business except as otherwise provided by statute, the Articles of Incorporation or by these Bylaws. In the absence of a quorum, a majority in interest of the stockholders of the Corporation present in person or by proxy and entitled to vote or, in the absence of any stockholder entitled to vote, any officer entitled to preside at, or act as Secretary of, such meeting, shall have the power to adjourn the meeting from time to time, until stockholders holding the requisite amount of stock shall be present or represented. At any such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally called. If a quorum is present at the time of commencement of any meeting, the shareholders present at such duly convened meeting may continue to transact any business which may properly come before said meeting until adjournment thereof, notwithstanding the withdrawal from such meeting of sufficient holders of the shares of Capital Stock entitled to vote thereat to leave less than a quorum remaining. SECTION 2.06. REQUISITE VOTE. If a quorum is present at any meeting, the vote of the holders of a majority of the shares of capital stock having voting power, present in person or represented by proxy, shall determine any question brought before such meeting, unless the question is one upon which, by express provision of the Articles of Incorporation or of these Bylaws, a different vote shall be required or permitted, in which case such express provision shall govern and control the determination of such question. SECTION 2.07. VOTING AT MEETING. Voting at meetings of shareholders shall be conducted and exercised subject to the following procedures and regulations: (a) VOTING POWER. In the exercise of voting power with respect to each matter properly submitted to a vote at any meeting of shareholders, each shareholder of the 2 capital stock of the Corporation having voting power shall be entitled to one (1) vote for each such share held in his or her name on the records of the Corporation, except to the extent otherwise specified by the Articles of Incorporation. (b) EXERCISE OF VOTING POWER OF PROXIES. At any meeting of the shareholders, every holder of the shares of capital stock of the Corporation entitled to vote at such meeting may vote either in person, or by proxy executed in writing by such shareholder. A telegram, telex, cablegram, or similar transmission by a shareholder, or a photographic, photostatic, facsimile, or similar reproduction of a writing executed by a shareholder, shall be treated as an execution in writing. No proxy shall be valid after the expiration of eleven (11) months from the date of its execution, unless otherwise stated therein. A proxy shall be revocable unless expressly designated therein as irrevocable and coupled with an interest. Proxies coupled with an interest include the appointment as proxy of: (i) pledges; (ii) a person who purchased or agreed to purchase or owns or holds an option to purchase the shares voted; (iii) a creditor of the Corporation who extended its credit under terms requiring the appointment; (iv) an employee of the Corporation whose employment contract requires the appointment; or (v) a party to a voting agreement created under the Georgia Business Corporation Code, as amended. Each proxy shall be filed with the Secretary of the Corporation prior to or at the time of the meeting. Voting for directors shall be in accordance with the provisions of paragraph (c) below of this Section 2.07. Any vote may be taken by voice vote or by show of hands unless someone entitled to vote at the meeting objects, in which case written ballots shall be used. (c) ELECTION OF DIRECTORS. In all elections of Directors cumulative voting shall be prohibited. SECTION 2.08. RECORD DATE FOR MEETINGS; CLOSING TRANSFER RECORDS. As more specifically provided in Section 8.04 hereof, the Board of Directors may fix in advance a record date for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such record date to be not less than ten (10) nor more than sixty (60) days prior to such meeting, or the Board of Directors may close the share transfer records for such purpose for a period of not less than ten (10) nor more than sixty (60) days prior to such meeting. In the absence of any action by the Board of Directors, the date upon which the notice of the meeting is mailed shall be deemed the record date. SECTION 2.09. ACTION WITHOUT MEETINGS. Any action permitted or required to be taken at a meeting of the shareholders of the Corporation 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 all of the shareholders of the capital stock of the Corporation entitled to vote with respect to the subject matter thereof, and such written consent shall have the same force and effect as the requisite vote of the shareholders thereon. Any such executed written consent, or an executed counterpart thereof, shall be placed in the minute book of the Corporation. Every written consent shall bear the date of signature of each shareholder who signs the consent. SECTION 2.10. RECORD DATE FOR ACTION WITHOUT MEETINGS. Unless a record date shall have previously been fixed or determined by the Board of Directors as provided in Section 8.04 3 hereof, whenever action by shareholders is proposed to be taken by consent in writing without a meeting of shareholders, the Board of Directors may fix a record date for the purpose of determining shareholders entitled to consent to that action, which record date shall not precede, and shall not be more than ten (10) days after, the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors and the prior action of the Board of Directors is not required by statute or the Articles of Incorporation, the record date for determining shareholders entitled to consent to action in writing without a meeting shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office, its principal place of business, or an officer or agent of the Corporation having custody of the books in which proceedings of meetings of shareholders are recorded. Delivery shall be by hand or by certified or registered mail, return receipt requested. Delivery to the Corporation's principal place of business shall be addressed to the President or principal executive officer of the Corporation. If no record date shall have been fixed by the Board of Directors and prior action of the Board of Directors is required by statute, the record date for determining shareholders entitled to consent to action in writing without a meeting shall be at the close of business on the date in which the Board of Directors adopts a resolution taking such prior action. SECTION 2.11. PREEMPTIVE RIGHTS. Unless otherwise determined by the Board of Directors in the manner provided under the Georgia Business Corporation Code, as amended, no holder of shares of capital stock of the Corporation shall, as such holder, have any right to purchase or subscribe for any capital stock of any class which the Corporation may issue or sell, whether or not exchangeable for any capital stock of the Corporation of any class or classes, whether issued out of unissued shares authorized by the Articles of Incorporation, as amended, or out of shares of capital stock of the Corporation acquired by it after the issue thereof; nor, unless otherwise determined by the Board of Directors in the manner provided under the Georgia Business Corporation Code, as amended, shall nay holder of shares of capital stock of the Corporation, as such holder, have any right to purchase, acquire or subscribe for any securities which the Corporation may issue or sell whether or not convertible into or exchangeable for shares of capital stock of the Corporation of any class or classes, and whether or not any such securities have attached or appurtenant thereto warrants, options or other instruments which entitle the holders thereof to purchase, acquire or subscribe for shares of capital stock of any class or classes. SECTION 2.12. LIST OF STOCKHOLDERS. It shall be the duty of the Secretary or other officer of the Corporation who shall have charge of its stock ledger, either directly or through a transfer agent or transfer clerk appointed by the Board of Directors, to prepare and make, at least ten (10) days before every meeting of the stockholders, a complete list of the stockholders entitled to vote at such meeting, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in the name of each stockholder which list shall be kept on file at the registered office or principal place of business of the Corporation for a period of not less than ten (10) days prior to such meeting and shall be subject to inspection by any shareholder at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting during the whole time thereof and subject to the inspection of any stockholder present at the meeting. Upon the willful neglect or refusal of the directors to produce such list at any election, they shall be ineligible for any office at such election. The 4 original or duplicate stock ledger shall be the only evidence as to the identity of the stockholders entitled to examine such list or transfer ledger or the books of the Corporation or to vote in person or by proxy at such election. SECTION 2.13. JUDGES OF ELECTION. The Board of Directors may appoint judges of election to serve at any election of directors and at balloting on any other matter that may properly come before a meeting of stockholders. If no such appointment shall be made, or if any of the judges so appointed shall fail to attend, or refuse or be unable to serve, then such appointment may be made by the presiding officer at the meeting. ARTICLE III BOARD OF DIRECTORS SECTION 3.01. GENERAL POWERS. The property, affairs and business of the Corporation shall be managed by or under the direction of the Board of Directors. SECTION 3.02. NUMBER, ELECTION, QUALIFICATIONS AND TERM OF OFFICE. The number of directors shall be as fixed from time to time by resolution of the Board of Directors or stockholders (any such resolution of either the Board of Directors or stockholders being subject to the later resolution of either of them) provided, however, no decrease shall have the effect of shortening the term of any incumbent Director. Directors need not be residents of the State of Georgia nor shareholders of the Corporation. Until changed as provided herein, the initial Board of Directors and all subsequent boards of directors shall consist of that number of directors set forth in the Articles of Incorporation. Except as otherwise provided in the Articles of Incorporation or in these Bylaws, directors shall be elected by a plurality of the votes of the stockholders entitled to vote at each meeting of stockholders for the election of a director or directors. Cumulative voting in the election of Directors is expressly prohibited. Directors need not be stockholders. Each director shall hold office until his or her successor shall have been duly elected and qualified, or until his or her death, or until he or she shall resign, or until he or she shall have been removed in the manner hereinafter provided. SECTION 3.03. RESIGNATION. Any director of the Corporation may resign at any time by giving written notice to the President or to the Secretary of the Corporation. The resignation of any director shall take effect at the time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. SECTION 3.04. REMOVAL OF DIRECTORS. Any director or the entire Board of Directors may be removed, either with or without cause, at any time by the holders of a majority of the shares then entitled to vote at an election of directors provided notice of intention to act upon such matter shall have been given in the notice calling such meeting. Any vacancy in the Board of Directors caused by any such removal may be filled by a plurality of the votes of the stockholders at such meeting, or, if the stockholders shall fail to fill such vacancy, by the Board of Directors. SECTION 3.05. VACANCIES. Any vacancy in the Board of Directors caused by death, resignation, disqualification, removal, an increase in the number of directors, or any other cause, 5 may be filled by the affirmative vote of a majority of the remaining directors (though less than a quorum), unless filled by the stockholders pursuant to Section 3.02 hereof; and each director so chosen shall hold office until his or her successor shall be duly elected and qualified or until his or her earlier death, resignation or removal. SECTION 3.06. NEW DIRECTORSHIPS. Any directorship to be filled by reason of an increase in the number of Directors actually serving as such shall be filled by election at an annual meeting of the shareholders or at a special meeting of shareholders called for that purpose, or by the Board of Directors for a term of office continuing only until the next election of one or more Directors by the shareholders, provided that the Board of Directors may not fill more than two (2) such directorships during the period between any two (2) successive annual meetings of shareholders. SECTION 3.07. PLACE OF MEETINGS, ETC. Except as otherwise specifically provided by law, the Board of Directors may hold its meetings at the principal office or place of business of the corporation or such place within or without the State of Georgia as may be specified in the respective notices, or waivers of notice, thereof. SECTION 3.08. ANNUAL MEETING. The Board of Directors shall meet each year immediately after the annual meeting of the shareholders, at the place where such meeting of the shareholders has been held (either within or without the State of Georgia), for the purpose of organization, election of officers, and consideration of any other business that may properly be brought before the meeting. No notice of any kind to either old or new members of the Board of Directors for such annual meeting shall be required. SECTION 3.09. REGULAR MEETINGS. Regular meetings of the Board of Directors may be held without notice at such time and such place or places as shall from time to time be determined. SECTION 3.10. SPECIAL MEETINGS; NOTICE. Special meetings of the Board of Directors shall be held whenever called by the President or by the Chairman of the Board. At least three (3) calendar days before the day on which any special meeting is to be held, notice of such meeting shall be sent to each director by first class mail, addressed to him or her at his or her residence or usual place of business, or shall be sent to him or her at such place via facsimile or shall be delivered personally or by telephone at least one day before the day on which the meeting is to be held. Each such notice shall state the time and place of the meeting but need not state the purposes thereof, except as otherwise herein expressly provided. Notice of any meeting of the Board of Directors need not be given to any director who shall be present at such meeting or who shall, either before or after such meeting, waive notice of such meeting in writing; and any meeting of the Board of Directors shall be a legal meeting without any notice thereof having been given if all of the directors of the Corporation then in office shall be present thereat. SECTION 3.11. NOTICE AND WAIVER OF NOTICE. Attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any 6 regular meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting. SECTION 3.12. QUORUM AND MANNER OF ACTING. Except as otherwise provided by statute or by these Bylaws, a majority of the total number of directors shall be required to constitute a quorum for the transaction of business at any meeting, and the act of a majority of the directors present at any meeting at which a quorum shall be present shall be the act of the Board of Directors. In the absence of a quorum, a majority of the directors present may adjourn any meeting from time to time until a quorum be had. Notice of any adjourned meeting need not be given, except as required by law. SECTION 3.13. REMUNERATION. By appropriate resolution of the Board of Directors, the Directors may be reimbursed their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum (as determined from time to time by the vote of a majority of the Directors then in office) for attendance at each meeting of the Board of Directors or a stated salary as Director. Nothing herein contained shall be construed so as to preclude any director from serving the Corporation in any other capacity and receiving remuneration therefor. SECTION 3.14. ACTION WITHOUT MEETING. 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 of such committee, as the case may be, consent thereto in writing and such writing or writings are filed with the minutes of proceedings of the Board or committee. SECTION 3.15. MAINTENANCE OF RECORDS. The Directors may keep the books and records of the Corporation, except such as are required by law to be kept within the State, outside the State of Georgia or at such place or places as they may, from time to time, determine. SECTION 3.16. INTERESTED DIRECTORS AND OFFICERS. No contract or other transaction between the Corporation and one or more of its Directors or officers, or between the Corporation and any firm of which one or more of its Directors or officers are members or employees, or in which they are interested, or between the Corporation and any corporation or association of which one or more of its Directors or officers are shareholders, members, directors, officers, or employees, or in which they are interested, shall be void or voidable solely for this reason, solely because of the presence of such Director or Directors or officer or officers at the meeting of the Board of Directors of the Corporation, which acts upon, or in reference to, such contract, or transaction, or solely because his, her or their votes are counted for such purpose, if (a) the material facts of such relationship or interest shall be disclosed or known to the Board of Directors and the Board of Directors shall, nevertheless in good faith, authorize, approve and ratify such contract or transaction by a vote of a majority of the Directors present, such interested Director or Directors to be counted in determining whether a quorum is present, but not to be counted in determining calculating the majority of such quorum necessary to carry such vote; (b) the material facts of such relationship or interest as to the contract or transaction are disclosed or are known to the shareholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by the vote of the shareholders; or (c) the contract or transaction is fair to the Corporation as of the time it is authorized, approved or ratified by the Board of Directors, a committee thereof or the shareholders. The provisions of this Section shall 7 not be construed to invalidate any contract or other transaction which would otherwise be valid under the common and statutory law applicable thereto. SECTION 3.17. TELEPHONIC MEETINGS. Unless otherwise restricted by the Articles of Incorporation, 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 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 participation in a meeting pursuant to this subsection shall constitute presence in person at such meeting. ARTICLE IV COMMITTEES SECTION 4.01. DESIGNATION OF COMMITTEES, ALTERNATE MEMBERS AND TERM OF OFFICE. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, including an executive committee, each committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who, in the order specified by the Board, may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member or members of a committee, and in the event there are not sufficient alternate members present at such meeting, the member or members thereof, including alternates, present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. The term of office of the members of each committee shall be as fixed from time to time by the Board, subject to these Bylaws; provided, however, that any committee member who ceases to be a member of the Board shall ipso facto cease to be a committee member. Each committee shall appoint a secretary, who may be the Secretary of the Corporation or any Assistant Secretary thereof. SECTION 4.02. POWERS OF COMMITTEES. Any committee designated by the Board of Directors pursuant to Section 4.01 hereof, to the extent provided in the resolution of the Board of Directors, shall have and may exercise such of the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation as the Board of Directors may direct and delegate, except, however, those matters which are required by statute to be reserved unto or acted upon by the entire Board of Directors. SECTION 4.03. MEETINGS, NOTICES AND RECORDS. Each committee may provide for the holding of regular meetings, with or without notice, and may fix the time and place at which such meetings shall be held. Special meetings of each committee shall be held upon call by or at the direction of its chairman or, if there be no chairman, by or at the direction of any two of its members, at the time and place specified in the respective notices or waivers of notice thereof. Notice of each special meeting of a committee shall be mailed to each member of such committee, addressed to him or her at his or her residence or usual place of business, at least one day before the day on which the meeting is to be held, or shall be sent by facsimile addressed to him or her at such place, or telephoned or delivered to him or her personally, not later than the day before the day on which the meeting is to be held. Notice of any meeting of a committee 8 need not be given to any member thereof who shall attend the meeting in person or who shall waive notice thereof in writing. Notice of any adjourned meeting need not be given. Each committee shall keep a record of its proceedings and report the same to the Board of Directors when required. SECTION 4.04. ACTION WITHOUT MEETINGS. Any action required or permitted to be taken at a meeting of any committee may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all members of such committee. Such consent shall have the same force and effect as a unanimous vote at a meeting. The signed consent, or a signed copy, shall become a part of the record of such committee. SECTION 4.05. QUORUM AND MANNER OF ACTING. At each meeting of any committee the presence of one-third of its members then in office shall be necessary and sufficient to constitute a quorum for the transaction of business, and the act of a majority of the members present at any meeting at which a quorum is present shall be the act of such committee; in the absence of a quorum, a majority of the members present at the time and place of any meeting may adjourn the meeting from time to time until a quorum shall be present. Subject to the foregoing and other provisions of these Bylaws and except as otherwise determined by the Board of Directors, each committee may make rules for the conduct of its business. Any determination made in writing and signed by all the members of such committee shall be as effective as if made by such committee at a meeting. SECTION 4.06. RESIGNATIONS. Any member of a committee may resign at any time by giving written notice of such resignation to the Board of Directors, the President or the Secretary of the Corporation. Unless otherwise specified in such notice, such resignation shall take effect upon receipt thereof by the Board or any such officer. SECTION 4.07. REMOVAL. Any member of any committee may be removed at any time by the Board of Directors with or without cause. SECTION 4.08. VACANCIES. If any vacancy shall occur in any committee by reason of death, resignation, disqualification, removal or otherwise, the remaining members of such committee, though less than a quorum, shall continue to act until such vacancy is filled by the Board of Directors. SECTION 4.09. COMPENSATION. Appropriate compensation for members and alternate members of any committee appointed pursuant to the authority hereof may be authorized by the action of a majority of the entire Board of Directors pursuant to the provisions of Section 3.13 hereof. SECTION 4.10. RESPONSIBILITY. Notwithstanding any provision to the contrary herein, the designation and appointment of a committee and the delegation of authority to it shall not operate to relieve the Board of Directors, or any member or alternate member thereof, of any responsibility imposed upon it or him by law. 9 ARTICLE V NOTICES SECTION 5.01. METHOD OF NOTICE. Whenever under the provisions of the Georgia Business Corporation Code or of the Articles of Incorporation or of these Bylaws, notice is required to be given to any Director or shareholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such Director or shareholder, at his or her 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 or shareholders may also be given by telegram. SECTION 5.02. WAIVER. Whenever any notice is required to be given under the provisions of the Georgia Business Corporation Code or under the provisions of the Articles of Incorporation or these Bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Attendance by such person or persons, whether in person or by proxy, at any meeting requiring notice shall constitute a waiver of notice of such meeting, except as provided in Section 3.11 hereof. ARTICLE VI OFFICERS SECTION 6.01. NUMBER. The officers of the Corporation shall be a President, one or more Vice Presidents, a Secretary, a Treasurer and, if the Board shall so elect, such other officers and agents as may be appointed by the Board of Directors pursuant to Section 6.04 hereof. No officer or agent need to be a shareholder of the Corporation or a resident of Georgia. No officer or agent is required to be a Director, except the Chairman of the Board. Any two or more offices may be held by the same person. No officer or agent need to be a shareholder of the Corporation or a resident of Georgia. SECTION 6.02. ELECTION, TERM OF OFFICE. The officers shall be elected annually by the Board of Directors and, except in the case of officers appointed in accordance with the provisions of Section 6.04 hereof, each shall hold office until the next annual election of officers or until his or her successor shall have been duly elected and qualified, or until his or her death, or until he or she shall resign, or until he or she shall have been removed in the manner hereinafter provided. SECTION 6.03. AUTHORITY. Officers and agents shall have such authority and perform such duties in the management of the Corporation as are provided in these Bylaws or as may be determined by resolution of the Board of Directors not inconsistent with these Bylaws. SECTION 6.04. OTHER OFFICERS. The Corporation may have such other officers and agents as may be deemed necessary by the Board of Directors, including without limitation one or more Assistant Vice Presidents, one or more Assistant Secretaries and one or more Assistant 10 Treasurers. Such other officers and agents shall be appointed in such manner, have such duties and hold their offices for such terms as may be determined by the Board of Directors. The Board of Directors may delegate to any officer or agent the power to appoint any such subordinate officers or agents and to prescribe their respective terms of office, authorities and duties. SECTION 6.05. RESIGNATIONS. Any officer may resign at any time by giving written notice of his or her resignation to the Board of Directors, to the President or to the Secretary of the Corporation. Unless otherwise specified in such written notice, any such resignation shall take effect at the time of receipt thereof by the Board of Directors or any such officer. SECTION 6.06. REMOVAL. Any officer specifically designated in Section 6.01 hereof may be removed, either with or without cause, by a vote of a majority of the whole Board of Directors. Any officer or agent appointed in accordance with the provisions of Section 6.03 hereof may be removed, either with or without cause, by the Board of Directors at any meeting, by the vote of a majority of the directors present at such meeting, or by any superior officer or agent upon whom such power of removal shall have been conferred by the Board of Directors. Such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not itself create contract rights. SECTION 6.07. VACANCIES. A vacancy in any office by reason of death, resignation, removal or any other cause shall be filled for the unexpired portion of the term by the Board of Directors. SECTION 6.08. COMPENSATION. The compensation of all officers and agents of the Corporation shall be fixed from time to time by the Board of Directors. SECTION 6.09. CHAIRMAN OF THE BOARD. If a Chairman of the Board is elected, he or she shall be chosen from among the Directors and shall be the chief executive and principal officer of the Corporation. He or she shall have the power to call special meetings of the shareholders and of the Directors for any purpose or purposes, and he or she shall preside at all meetings of the shareholders and of the Board of Directors, unless he or she shall be absent or unless he or she shall, at his or her election, designate the President to preside in his or her stead. The Chairman of the Board shall be responsible for the operations and business affairs of the Corporation and shall possess all of the powers granted by the Bylaws to the President, including the power to make and sign contracts and agreements in the name and on behalf of the Corporation. He or she shall, in general, have supervisory power over the President and all other officers and the business activities of the Corporation, subject to the discretion of the Board of Directors. SECTION 6.10. THE PRESIDENT. Subject to the supervision of the Chairman of the Board, or in the absence of the election of a Chairman of the Board, the President shall be the chief executive officer of the Corporation and shall preside at all meetings of the stockholders and of the Board of Directors and of the Executive Committee at which he or she shall be present. He or she shall see that all orders and resolutions of the Board of Directors are carried into effect. He or she may sign, with the Secretary or any other officer thereunto duly authorized by the Board of Directors, certificates for shares of stock of the Corporation, deeds, mortgages, bonds, contracts, agreements or other instruments duly authorized by the Board of Directors except in 11 cases where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent. From time to time he or she shall report to the Board of Directors all matters within his or her knowledge which the interests of the Corporation may require to be brought to their attention. The President shall do and perform all such other duties and may exercise such other powers as from time to time may be assigned to him or her by these Bylaws or by the Board of Directors or by the Executive Committee. The officers of the Corporation shall be responsible to the President for the proper and faithful discharge of their several duties and shall make such reports to him or her as he or she may from time to time require. SECTION 6.11. THE VICE PRESIDENTS. In the event of the death, absence, unavailability or disability of the President or at the request of the President, the Vice President or, in case there shall be more than one Vice President, the Vice President designated by the President (or in the absence of such designation, the Vice President designated by the Board of Directors) shall perform all the duties of the President and, when so acting, shall have all the powers of, and be subject to all the restrictions upon, the President. Except where by law the signature of the President is required, each of the Vice Presidents shall possess the same power as the President to sign all certificates, contracts, obligations and other instruments of the Corporation. Any Vice President shall perform such other duties and may exercise such other powers as from time to time may be assigned to him or her by these Bylaws or by the Board of Directors or by the Executive Committee or by the President. SECTION 6.12. THE ASSISTANT VICE PRESIDENTS. The Assistant Vice Presidents shall exercise such powers as may be assigned to them from time to time by the Board of Directors or by the Executive Committee or by the President. SECTION 6.13. THE SECRETARY AND THE ASSISTANT SECRETARIES. The Secretary shall: (a) Keep the minutes of the meetings of the stockholders, the Board of Directors and the Executive Committee, and cause the same to be recorded in books provided for that purpose; (b) Prepare, or cause to be prepared, and submit to the Chairman of each meeting of the stockholders a certified list, in alphabetical order, of the names of the stockholders entitled to vote at such meeting, together with the number of shares of stock held by each; (c) See that all notices are duly given in accordance with the provisions of these Bylaws or as required by statute; (d) Be custodian of the records of the Corporation, the Board of Directors and the Executive Committee, and of the seal of the Corporation; see that the seal is affixed to all stock certificates prior to their issuance and to all documents the execution of which on behalf of the Corporation under its seal shall have been duly authorized, and attest the seal when so affixed; (e) See that all books, reports, statements, certificates and the other documents and records required by law to be kept or filed are properly kept or filed; 12 (f) In general, perform all duties and have all powers incident to the office of the Secretary and perform such other duties and have such other powers as from time to time may be assigned to him or her by these Bylaws or by the Board of Directors or by the President; (g) Whenever any committee shall be appointed in pursuance of a resolution of the Board of Directors, furnish the chairman of such committee with a copy of such resolution; (h) Have charge of the stock and transfer books of the Corporation, and exhibit such stock book at all reasonable times to such persons as are entitled by statute to have access thereto; and (i) Sign (unless the Treasurer or any Assistant Secretary or an Assistant Treasurer shall sign) certificates representing stock of the Corporation the issuance of which shall have been duly authorized (the signature to which may be a facsimile signature). At the request of the Secretary, or in his or her absence or disability, any Assistant Secretary shall perform any of the duties of the Secretary and, when so acting, shall have all the powers of, and be subject to all the restrictions upon, the Secretary. Except where by law the signature of the Secretary is required, each of the Assistant Secretaries shall possess the same power as the Secretary to sign certificates, contracts, obligations and other instruments of the Corporation, and to affix the seal of the Corporation to such instruments, and attest the same. In addition, the Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his or her signature. The Assistant Secretaries shall perform such other duties as from time to time may be assigned to them respectively by the Board of Directors, the President or the Secretary. SECTION 6.14. THE TREASURER AND THE ASSISTANT TREASURERS. The Treasurer shall: (a) Have charge of and supervision over and be responsible for the funds, including the borrowing thereof, the securities, receipts and disbursements of the Corporation; (b) Cause all moneys and other valuable effects of the Corporation to be deposited in the name and to the credit of the Corporation in such banks or trust companies or with such bankers or other depositaries as shall be selected by the Board of Directors or Executive Committee, or pursuant to authority conferred by the Board of Directors or Executive Committee; (c) Cause the funds of the Corporation to be disbursed by checks or drafts upon the authorized depositaries of the Corporation; (d) Cause to be taken and preserved proper vouchers for all moneys disbursed; 13 (e) Cause to be kept correct books of account of all the business and transactions of the Corporation and upon application cause such books of account to be exhibited to any director; (f) Render to the President, the Board of Directors or the Executive Committee, whenever requested, an account of the financial conditions of the Corporation and of his or her transactions as Treasurer; (g) Be empowered, from time to time, to require from the officers or agents of the Corporation reports or statements giving such information as he or she may desire with respect to any and all financial transactions of the Corporation; (h) Sign (unless the Secretary or an Assistant Secretary or an Assistant Treasurer shall sign) certificates representing stock of the Corporation the issuance of which shall have been duly authorized (the signature to which may be a facsimile signature); and (i) In general, perform all duties and have all powers incident to the office of Treasurer and perform such other duties and have such other powers as from time to time may be assigned to him or her by these Bylaws or by the Board of Directors or by the President. At the request of the Treasurer or, in his or her absence or disability, the Assistant Treasurer or, in case there shall be more than one Assistant Treasurer, the Assistant Treasurer designated by the Board of Directors or by the Executive Committee or by the President shall perform any of the duties of the Treasurer and, when so acting, shall have all the powers of, and be subject to all the restrictions upon, the Treasurer. Except where by law the signature of the Treasurer is required, each of the Assistant Treasurers shall possess the same power as the Treasurer to sign all certificates, contracts, obligations and other instruments of the Corporation. The Assistant Treasurers shall perform such other duties as from time to time may be assigned to them respectively by the Board of Directors, the President or the Treasurer. SECTION 6.15. SALARIES. The salaries of the officers shall be fixed from time to time by the Board of Directors, except that the Board of Directors may delegate to any person the power to fix the salaries or other compensation of any officers or agents appointed in accordance with the provisions of Section 6.04 hereof. No officer shall be prevented from receiving such salary by reason of the fact that he or she is also a director of the Corporation. SECTION 6.16. SURETY BONDS. If the Board of Directors shall so require, any officer or agent of the Corporation shall execute to the Corporation a bond in such sum and with such surety or sureties as the Board of Directors may direct, conditioned upon the faithful discharge of his or her duties, including responsibility for negligence and for the accounting for all property, funds or securities of the Corporation which may come into his or her hands. 14 ARTICLE VII CONTRACTS, CHECKS, LOANS, DEPOSITS AND PROXIES SECTION 7.01. CONTRACTS, CHECKS, ETC. All contracts and agreements authorized by the Board of Directors, and all checks, drafts, bills of exchange or other orders for the 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 agent or agents, as may from time to time be designated by the Board of Directors, which designation may be general or confined to specific instances. The President or a Vice President and the Treasurer shall have the power and authority to bind the Corporation by contract or engagement or to pledge its credit or to render it liable pecuniarily for any purpose or for any amount; and no other officer, agent or employee of the Corporation shall have any such power and authority unless so designated by the Board of Directors or in or pursuant to the provisions of these Bylaws. SECTION 7.02. PROXIES IN RESPECT OF SECURITIES OF OTHER CORPORATIONS. Unless otherwise provided by resolution adopted by the Board of Directors, the President or a Vice President may from time to time appoint an attorney or attorneys, or an agent or agents, to exercise in the name and on behalf of the Corporation the powers and rights which the Corporation may have as the holder of stock or other securities in any other corporation to vote or to consent in respect of such stock or other securities; and the President or any Vice President may instruct the person or persons so appointed as to the manner of exercising such powers and rights and the President or any Vice President may execute or cause to be executed in the name and on behalf of the Corporation and under its corporate seal, or otherwise, all such written proxies, powers of attorney or other written instruments as he or she may deem necessary in order that the Corporation may exercise such powers and rights. SECTION 7.03. DEPOSITS. All funds of the Corporation not otherwise employed shall be deposited from time to time to its credit in such banks or trust companies or with such bankers or other depositaries as the Board of Directors may select, or as may be selected by any officer or officers or agent or agents authorized so to do by the Board of Directors. Endorsements for deposit to the credit of the Corporation in any of its duly authorized depositaries shall be made in such manner as the Board of Directors from time to time may determine. ARTICLE VIII CERTIFICATES OF STOCK SECTION 8.01. FORM; SIGNATURE. The shares of the capital stock of the Corporation shall be represented by certificates in the form approved by the Board of Directors and signed in the name of the Corporation by the President or a Vice President and the Secretary or an Assistant Secretary of the Corporation and sealed with the seal of the Corporation or a facsimile thereof. The certificates of stock of the Corporation shall be numbered and shall be entered in the books of the Corporation as they are issued. They shall exhibit the holder's name and number of shares and class of shares and the designation of the series, if any, which such certificate represents and such other matters as required by law. At such time as the Corporation may be authorized to issue shares of more than one class or any class in series, every certificate shall set forth upon the 15 face or back of such certificate a statement of the designations, preferences, limitations and relative rights of the shares of each class or series authorized to be issued, as required by the laws of the State of Georgia. SECTION 8.02. DELIVERY. Every holder of the capital stock in the Corporation shall be entitled to have a certificate signed in the name of the Corporation by the President or a Vice President and the Secretary or an Assistant Secretary of the Corporation, certifying the class of capital stock and the number of shares represented thereby as owned or held by such shareholder in the Corporation. SECTION 8.03. TRANSFER. Transfers of stock shall be made on the books of the Corporation only by the person named in the certificate or by his or her attorney, lawfully constituted in writing, and upon surrender of the certificate therefor. SECTION 8.04. RECORD DATES. 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, in its discretion, fix, in advance, a record date, which shall be not more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. If the share transfer records are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive a distribution (other than a distribution involving a purchase or redemption by the Corporation of any of its own shares) or a share dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such distribution or share dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. Only those stockholders of record on the date so fixed shall be entitled to any of the foregoing rights, notwithstanding the transfer of any such stock on the books of the Corporation after any such record date fixed by the Board of Directors. 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. SECTION 8.05. CLOSING OF TRANSFER BOOKS. The Board of Directors may close the transfer books in its discretion for a period not exceeding sixty (60) days preceding any meeting, annual or special, of the stockholders or the day appointed for the payment of a dividend. SECTION 8.06. RECORD OWNER. Prior to due presentment for registration of transfer of a certificate evidencing shares of the capital stock of the Corporation in the manner set forth in Section 8.08 hereof, the Corporation shall be entitled to recognize the person registered as the owner of such shares on its records (or the records of its duly appointed transfer agent, as the case may be) as the person exclusively entitled to vote, to receive notices and dividends with respect to, and otherwise exercise all rights and powers relative to such shares; and the Corporation shall not be bound or otherwise obligated to recognize any claim, direct or indirect, 16 legal or equitable, to such shares by any other person, whether or not it shall have actual, express or other notice thereof, except as otherwise provided by the laws of Georgia. SECTION 8.07. LOST CERTIFICATES. Any person claiming a certificate of stock to be lost or destroyed shall make an affidavit or affirmation of that fact and advertise the same in such manner as the Board of Directors may require, and shall if the directors so require give the Corporation a bond of indemnity, in form and with one or more sureties satisfactory to the Board of Directors, in at least double the value of the stock represented by said certificate, whereupon a new certificate may be issued of the same tenor and for the same number of shares as the one alleged to be lost or destroyed. In addition, all requests for replacement certificates must be given before the Corporation has notice that the certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim and any such requests must satisfy any other reasonable requirements imposed by the Corporation. In the event a certificate has been lost, apparently destroyed or wrongfully taken, and the registered owner of record fails to notify the Corporation within a reasonable time after he or she has notice of such loss, destruction, or wrongful taking, and the Corporation registers a transfer (in a manner hereinbelow set forth) of the shares represented by the certificate before receiving such notification, such prior registered owner of record shall be precluded from making any claim against the Corporation for the transfer required hereunder or for a new certificate. SECTION 8.08. REGISTRATION OF TRANSFERS. Subject to the provisions hereof, the Corporation shall register the transfer of a certificate evidencing shares of its capital stock presented to it for transfer if: (a) ENDORSEMENT. Upon surrender of the certificate to the Corporation (or its transfer agent, as the case may be) for transfer, the certificate (or an appended stock power) is properly endorsed by the registered owner, or by his or her duly authorized legal representative or attorney-in-fact, with proper written evidence of the authority and appointment of such representative, if any, accompanying the certificate; and (b) GUARANTY AND EFFECTIVENESS OF SIGNATURE. The signature of such registered owner or his or her legal representative or attorney-in-fact, as the case may be, has been guaranteed by a national banking association or member of the New York Stock Exchange, and reasonable assurance in a form satisfactory to the Corporation is given that such endorsements are genuine and effective; and (c) ADVERSE CLAIMS. The Corporation has no notice of an adverse claim or has otherwise discharged any duty to inquire into such a claim; and (d) COLLECTION OF TAXES. Any applicable law (local, state or federal) relating to the collection of taxes relative to the transaction has been complied with; and (e) ADDITIONAL REQUIREMENTS SATISFIED. Such additional conditions and documentation as the Corporation (or its transfer agent, as the case may be) shall reasonably require, including without limitation thereto, the delivery with the surrender of such stock certificate or certificates of proper evidence of succession, assignment or other authority to obtain transfer thereof, as the circumstances may require, and such 17 legal opinions with reference to the requested transfer as shall be required by the Corporation (or its transfer agent) pursuant to the provisions of these Bylaws and applicable law, shall have been satisfied. SECTION 8.09. RESTRICTIONS ON TRANSFER AND LEGENDS ON CERTIFICATES. (a) SHARES IN CLASSES OR SERIES. If the Corporation is authorized to issue shares of more than one class, the certificate shall set forth, either on the face or back of the certificate, a full or summary statement of all of the designations, preferences, limitations, and relative rights of the shares of each such class and, if the Corporation is authorized to issue any preferred to special class in series, the variations in the relative rights and preferences of the shares of each such series so far as the same have been fixed and determined, and the authority of the Board of Directors to fix and determine the relative rights and preferences of subsequent series. In lieu of providing such a statement in full on the certificate, a statement on the face or back of the certificate may provide that the Corporation will furnish such information to any shareholder without charge upon written request to the Corporation at its principal place of business or registered office and that copies of the information are on file in the office of the Secretary of State. (b) RESTRICTION ON TRANSFER. Any restrictions imposed or agreed to by the Corporation on the sale or other disposition of its shares and on the transfer thereof must be copied at length or in summary form on the face, or so copied on the back and referred to on the face, of each certificate representing shares to which the restriction applies. The certificate may, however, state on the face or back that such a restriction exists pursuant to a specified document and that the Corporation will furnish a copy of the document to the holder of the certificate without charge upon written request to the Corporation at its principal place of business. (c) PREEMPTIVE RIGHTS. Any preemptive rights of a shareholder to acquire unissued or treasury shares of the Corporation which are limited or denied by the Articles of Incorporation must be set forth at length on the face or back of the certificate representing shares subject thereto. In lieu of providing such a statement in full on the certificate, a statement on the face or back of the certificate may provide that the Corporation will furnish such information to any shareholder without charge upon written request to the Corporation at its principal place of business and that a copy of such information is on file in the office of the Secretary of State. (d) UNREGISTERED SECURITIES. Any security of the Corporation, including, among others, any certificate evidencing shares of the Common Stock or warrants to purchase Common Stock 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: 18 THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAW BUT HAVE BEEN ACQUIRED FOR THE PRIVATE INVESTMENT OF THE HOLDER HEREOF AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED UNTIL EITHER (I) A REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT OR SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) THE CORPORATION SHALL HAVE RECEIVED AN OPINION OF COUNSEL ACCEPTABLE TO THE CORPORATION AND ITS COUNSEL THAT REGISTRATION UNDER SUCH SECURITIES ACT OR SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED OFFER, SALE OR TRANSFER. ARTICLE IX DIVIDENDS SECTION 9.01. DISTRIBUTIONS. Subject to the provisions of the Georgia Business Corporation Code, as amended, and the Articles of Incorporation, distributions of the Corporation shall be declared and paid pursuant to the following regulations: (a) DECLARATION OF PAYMENT. Distributions on the issued and outstanding shares of capital stock of the Corporation may be declared by the Board of Directors at any regular special meeting and may be paid in cash, in property, or in shares of capital stock. Such declaration and payment shall be at the discretion of the Board of Directors. (b) RECORD DATE. The Board of Directors may fix in advance a record date for the purpose of determining shareholders entitled to receive payment of any distribution, such record date to be not more than sixty (60) days prior to the payment date of such distribution, or the Board of Directors may close the stock transfer books for such purpose for a period of not more than sixty (60) days prior to the payment date of such distribution. In the absence of action by the Board of Directors, the date upon which the Board of Directors adopts the resolution declaring such distribution shall be the record date. SECTION 9.02. RESERVES. There may be created by resolution of the Board of Directors out of the surplus of the Corporation such reserve or reserves as the Directors from time to time, in their discretion, think proper to provide for contingencies, or to equalize distributions, or to repair or maintain any property of the Corporation, or for such other purposes as the Directors shall think beneficial to the Corporation, and the Directors may modify or abolish any such reserve in the manner in which it was created. SECTION 9.03. BOOKS AND RECORDS. The Corporation shall maintain books and records of account and shall prepare and maintain minutes of the proceedings of its shareholders, its Board of Directors and each committee of its Board of Directors. The Corporation shall keep at its registered office or principal place of business, or at the office of its transfer agent or registrar, a 19 record of the original issuance of shares issued by the Corporation and a record of each transfer of those shares that have been presented to the Corporation for registration of transfer. Such records shall contain the names and addresses of all past and present shareholders of the Corporation and the number and class of shares issued by the Corporation held by each of them. SECTION 9.04. ANNUAL STATEMENT. The Board of Directors shall present at or before each annual meeting of shareholders a full and clear statement of the business and financial condition of the Corporation, including a reasonably detailed balance sheet and income statement under current date. SECTION 9.05. CONTRACTS AND NEGOTIABLE INSTRUMENTS. Except as otherwise provided by law or these Bylaws, any contract or other instrument relative to the business of the Corporation may be executed and delivered in the name of the Corporation and on its behalf by the Chairman of the Board, the Chief Executive Officer, or the Chief Operating Officer, if any, or the President of the Corporation. The Board of Directors may authorize any other officer or agent of the Corporation to enter into any contract or execute and deliver any contract in the name and on behalf of the Corporation, and such authority may be general or confined to specific instances as the Board of Directors may determine by resolution. All bills, notes, checks or other instruments for the payment of money shall be signed or countersigned by such officer, officers, agent or agents and in such manner as are permitted by these Bylaws and/or as, from time to time, may be prescribed by resolution of the Board of Directors. Unless authorized to do so by these Bylaws or by the Board of Directors, no officer, agent or employee shall have any power or authority to bind the Corporation by any contract or engagement, or to pledge its credit, or to render it liable pecuniarily for any purpose or to any amount. ARTICLE X RELIANCE ON RECORDS AND REPORTS Each director, officer or member of any committee designated by, or by authority of, the Board of Directors shall, in the performance of his or her duties, be fully protected in relying in good faith upon the books of account or other records of the Corporation or of any of its subsidiaries or upon reports made to the Corporation or any of its subsidiaries by any official of the Corporation or of a subsidiary or by an independent certified public accountant or by an appraiser selected with reasonable care by the Board of Directors or by any such committee. ARTICLE XI CORPORATE SEAL The corporate seal shall be circular in form and shall bear the name of the Corporation and words and figures denoting its organization under the laws of the State of Georgia and otherwise shall be in such form as shall be approved from time to time by the Board of Directors. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced. 20 ARTICLE XII FISCAL YEAR The fiscal year of the Corporation shall be such twelve (12) month period of each calendar year as may be fixed from time to time by resolution of the Board of Directors. ARTICLE XIII WAIVER OF NOTICE Whenever any notice whatsoever is required to be given by these Bylaws or the Articles of Incorporation of the Corporation or any of the corporate laws of the State of Georgia, 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 XIV INDEMNIFICATION SECTION 14.01. MANDATORY INDEMNIFICATION. Each person who was or is made a party or is threatened to be made a party, or who was or is a witness without being named a party, to any threatened, pending or completed action, claim, suit or proceeding, whether civil, criminal, administrative or investigative, any appeal in such an action, suit or proceeding, and any inquiry or investigation that could lead to such an action, suit or proceeding (a "Proceeding"), by reason of the fact that such individual is or was a Director officer of the Corporation, or while a Director or officer of the Corporation is or was serving at the request of the Corporation as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another corporation, partnership, trust, employee benefit plan or other enterprise, shall be indemnified and held harmless by the Corporation from and against any judgments, penalties (including excise taxes), fines, amounts paid in settlement and reasonable expenses (including court costs and attorneys' fees) actually incurred by such person in connection with such Proceeding if it is determined that he or she acted in good faith and reasonably believed (a) in the case of conduct in his or her official capacity on behalf of the Corporation that his or her conduct was in the Corporation's best interests, (b) in all other cases, that his or her conduct was not opposed to the best interests of the Corporation, and (c) with respect to any Proceeding which is a criminal action, that he or she had no reasonable cause to believe his or her conduct was unlawful; provided, however, that in the event a determination is made that such person is liable to the Corporation or is found liable on the basis that personal benefit was improperly received by such person, the indemnification is limited to reasonable expenses actually incurred by such person in connection with the Proceeding and shall not be made in respect of any Proceeding in which such person shall have been found liable for willful or intentional misconduct and/or gross negligence in the performance of his or her duty to the Corporation. The termination of any Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself be determinative of whether the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any proceeding which is a criminal action, had no 21 reasonable cause to believe that his or her conduct was unlawful. A person shall be deemed to have been found liable in respect of any claim, issue or matter only after the person shall have been so adjudged by a court of competent jurisdiction after exhaustion of all appeals therefrom. SECTION 14.02. DETERMINATION OF INDEMNIFICATION. Any indemnification under the foregoing Section 14.01 (unless ordered by a court of competent jurisdiction) shall be made by the Corporation only upon a determination that indemnification of such person is proper in the circumstances by virtue of the fact that it shall have been determined that such person has met the applicable standard of conduct. Such determination shall be made (a) by a majority vote of a quorum consisting of Directors who at the time of the vote are not named defendants or respondents in the Proceeding; (b) if such quorum cannot be obtained, by a majority vote of a committee of the Board of Directors, designated to act in the matter by a majority of all Directors, consisting solely of two (2) or more Directors who at the time of the vote are not named defendants or respondents in the Proceeding; (c) by special legal counsel (in a written opinion) selected by the Board of Directors or a committee of the Board of Directors by a vote as set forth in subsection (a) or (b) of this Section, or, if such quorum cannot be obtained and such committee cannot be established, by a majority vote of all Directors (in which Directors who are named defendants or respondents in the Proceeding may participate, or (d) by the shareholders of the Corporation in a vote that excludes the shares held by Directors who are named defendants or respondents in the Proceeding. SECTION 14.03. ADVANCE OF EXPENSES. Reasonable expenses, including court costs and attorneys' fees, incurred by a person who was or is a witness or who was or is named as a defendant or respondent in a Proceeding, by reason of the fact that such individual is or was a Director or officer of the Corporation, or while a Director or officer of the Corporation is or was serving at the request of the Corporation as a director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of another corporation, partnership, trust employee benefit plan or other enterprise, shall be paid by the Corporation at reasonable intervals in advance of the final disposition of such Proceeding, and without the determination specified in the foregoing Section 14.02, upon receipt by the Corporation of a written affirmation by such person of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification under this Article 14, and a written undertaking by or on behalf of such person to repay the amount paid or reimbursed by the Corporation if it is ultimately determined that he or she is not entitled to be indemnified by the Corporation as authorized in this Article 14. Such written undertaking shall be an unlimited obligation of such person and it may be accepted without reference to financial ability to make repayment. SECTION 14.04. PERMISSIVE INDEMNIFICATION. The Board of Directors of the Corporation may authorize the Corporation to indemnify employees or agents of the Corporation, and to advance the reasonable expenses of such persons, to the same extent, following the same determinations and upon the same conditions as are required for the indemnification of and advancement of expenses to Directors and officers of the Corporation. SECTION 14.05. NATURE OF INDEMNIFICATION. The indemnification and advancement of expenses provided hereunder shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under the Articles of Incorporation, these Bylaws, any agreement, vote of shareholders or disinterested Directors or otherwise, both as to actions taken 22 in an official capacity and as to actions taken in any other capacity while holding such office, shall continue as to a person who has ceased to be a Director, officer, employee or agent of the Corporation and shall inure to the benefit of the heirs, executors and administrators of such person. SECTION 14.06. INSURANCE. The Corporation shall have the power and authority to purchase and maintain insurance or another arrangement on behalf of any person who is or was a Director, officer, employee or agent of the Corporation, or who is or was serving at the request of the Corporation as a director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise against any liability, claim, damage, loss or risk asserted against such person and incurred by such person in any such capacity or arising out of the status of such person as such, irrespective of whether the Corporation would have the power to indemnify and hold such person harmless against such liability under the provisions hereof. If the insurance or other arrangement is with a person or entity that is not regularly engaged in the business of providing insurance coverage, the insurance or arrangement may provide for payment of a liability with respect to which the Corporation would not have the power to indemnity the person only if including coverage for the additional liability has been approved by the shareholders of the Corporation. Without limiting the power of the Corporation to procure or maintain any kind of insurance or other arrangement, the Corporation may, for the benefit of persons indemnified by the Corporation, (a) create a trust fund; (b) establish any form of self-insurance; (c) secure its indemnity obligation by grant of a security interest or other lien on the assets of the Corporation; or (d) establish a letter of credit, guaranty, or surety arrangement. The insurance or other arrangement may be procured, maintained, or established within the Corporation or with any insurer or other person deemed appropriate by the Board of Directors regardless of whether all or part of the stock or other securities of the insurer or other person are owned in whole or in part by the Corporation. In the absence of fraud, the judgment of the Board of Directors as to the terms and conditions of the insurance or other arrangement and the identity of the insurer or other person participating in the arrangement shall be conclusive and the insurance or arrangement shall not be voidable and shall not subject the Directors approving the insurance or arrangement to liability, on any ground, regardless of whether Directors participating in the approval are beneficiaries of the insurance or arrangement. SECTION 14.07. NOTICE. Any indemnification or advance of expenses to a present or former director of the Corporation in accordance with this Article 14 shall be reported in writing to the shareholders of the Corporation with or before the notice or waiver of notice of the next shareholders' meeting or with or before the next submission of a consent to action without a meeting and, in any case, within the next twelve (12) month period immediately following the indemnification or advance. ARTICLE XV AMENDMENTS The Bylaws of the Corporation, regardless of whether made by the stockholders or by the Board of Directors, may be amended, added to or repealed at any meeting of the Board of 23 Directors or of the stockholders provided that notice of the proposed alteration, amendment or repeal be contained in the notice of such meeting. No change of the time or place for the annual meeting of the stockholders for the election of directors shall be made except in accordance with the laws of the State of Georgia. 24 EX-10.2 9 g77012exv10w2.txt ASSIGNMENT AND ASSUMPTION OF REAL ESTATE SALE EXHIBIT 10.2 ASSIGNMENT AND ASSUMPTION OF REAL ESTATE PURCHASE AND SALE AGREEMENT This Assignment and Assumption of Real Estate Purchase and Sale Agreement (this "Assignment") is made and entered into as of the 24th day of June, 2002, by and between RONALD A. POTTS, an individual and resident of the State of Florida ("Potts") and PEGGY EVANS, an individual and resident of the State of Georgia ("Evans") (Potts and Evans are hereinafter collectively referred to as "Assignor"), and OASIS WISCONSIN-DELL, LLC, a Wisconsin limited liability company ("Assignee"). W I T N E S S E T H: For and in consideration of Ten and 00/100 Dollars ($10.00), the terms and conditions of this Assignment and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor does hereby assign, transfer, set over and convey to Assignee all of Assignor's right, title, interest, powers, privileges and benefit in and to that certain Real Estate Purchase and Sale Agreement dated April 16, 2002, by and between Potts, as "Purchaser," and Charles B. Hicks, an individual and resident of the State of Tennessee, as "Seller", as amended by that certain Amendment to Real Estate Purchase and Sale Agreement dated April 16, 2002, as further amended by that certain Second Amendment to Purchase and Sale Agreement dated as of April 23, 2002, and as further amended by that certain Third Amendment to Purchase and Sale Agreement dated June 24, 2002 (as amended, the "Contract"), and all of Assignor's right, title and interest in and to all Earnest Money (if any) deposited in connection with the Contract, and Assignee does hereby accept all of the right, title, interest, powers, privileges and benefits of Assignor in and to the Contract and said Earnest Money and hereby assumes and agrees to perform, discharge and fulfill all of the duties and obligations of Assignor under the Contract. IN WITNESS WHEREOF, Assignor and Assignee hereunto set their hands and seals on the day and year first above written. ASSIGNOR: /s/ Ronald A. Potts (SEAL) -------------------------------------------- RONALD A. POTTS /s/ Peggy Evans (SEAL) -------------------------------------------- PEGGY EVANS [SIGNATURES CONTINUED ON THE FOLLOWING PAGE] ASSIGNEE: OASIS WISCONSIN-DELL, LLC, a Wisconsin limited liability company By:/s/ Ronald A. Potts -------------------------------------- Name: Ronald A. Potts ------------------------------------ Title: Authorized Representative ----------------------------------- [COMPANY SEAL] 2 EX-10.3 10 g77012exv10w3.txt REAL ESTATE SALE AND PURCHASE AGREEMENT EXHIBIT 10.3 ================================================================================ REAL ESTATE SALE AND PURCHASE AGREEMENT WISCONSIN-DELL By and Between RONALD A. POTTS and CHARLES B. HICKS Date: APRIL 16, 2002 ================================================================================ TABLE OF CONTENTS

31. Captions............................................................................................... 12 32. Pronouns............................................................................................... 12 33. Severability........................................................................................... 12 34. Exhibits............................................................................................... 12 35. Use of the Word "Herein"............................................................................... 12 36. Third Parties.......................................................................................... 12 37. Confidentiality........................................................................................ 12 38. Attorney's Fees........................................................................................ 13

ii REAL ESTATE SALE AND PURCHASE AGREEMENT This REAL ESTATE SALE AND PURCHASE AGREEMENT ("Agreement") is made and entered into as of the 16 day of April 2002 (the "Effective Date"), by and between RONALD A. POTTS, an individual residing in the state of Florida ("Purchaser" or "Potts"), and Charles B. Hicks, an individual residing in the state of Tennessee or assignee (the "Seller"). 1. AGREEMENT OF PURCHASE AND SALE. Seller hereby agrees to sell to Purchaser, and Purchaser hereby agrees to purchase from Seller, the "Land," "Ancillary Rights" and "Improvements" (hereinafter called the "Property ") located in Wisconsin, as more specifically described in attached Exhibit A, together with all right, title and interest of Seller in and to any trade or business name (hereinafter collectively called the "Trade Name") used in connection with the operation of the business conducted by Seller at the Land; and all easements, appurtenances, rights, privileges, reservations and tenements belonging or pertaining to any of the foregoing. The foregoing items are hereinafter collectively called the "Property." 2. EARNEST MONEY. On the Effective Date, Purchaser will deposit One Thousand Dollars ($1,000) (the "Earnest Money") with JOYCE, MERIDETH, FLITCROFT & NORMAN TITLE COMPANY (the "Escrow Agent"), located at 30 Kentucky Avenue, Oakridge, Tennessee 32830, to be held in trust on the terms herein set forth for the mutual benefit of the parties hereto. The Earnest Money shall be refunded to the Purchaser if Purchaser decides, for any reason, to not proceed with the purchase of the Property at any time prior to the expiration of the Feasibility Period (as defined herein). At the Closing the Earnest Money shall be applied to the Purchase Price. As used in this Agreement, the term "Refund" shall mean the Earnest Money, with interest, shall be returned to Purchaser except for the $100, which Title Company shall deliver to Seller as consideration for Seller's entering into this Agreement. 3. PURCHASE PRICE. In consideration for the Property, Purchaser shall pay Seller the sum of Three Million Five Hundred Thousand Dollars ($3,500,000) as follows: (a) At the Closing, Purchaser shall deliver to Seller the sum of Eight Hundred Forty One Thousand Six Hundred Sixty Six (841,666) shares of Oasis Group, Inc. common stock held by Ronald A. Potts valued at Three Dollars per share, (b) assume the Promissory Note in the amount of Nine Hundred Seventy Five Thousand Dollars ($975,000) payable to The First National Bank and Trust Company of Baraboo, located at Main-Commercial, 502 Oak Street, Baraboo, WE 539131, Loan #366000511600. 4. FEASIBILITY PERIOD. The "Feasibility Period" shall begin upon receipt of all of the Due Diligence Information by Purchaser. The Feasibility Period shall last for thirty (30) days. During the Feasibility Period, the Purchaser shall review the Due Diligence Documents, the Survey, and the Preliminary Title Report, perform any Property Inspections deemed necessary by Purchaser, and perform any other reviews or inspections deemed necessary by Purchaser to complete its Feasibility Analysis. During the Feasibility Period, Purchaser shall hold meetings with County and local officials to confirm the key issues necessary to develop the property. 5. DUE DILIGENCE DOCUMENTS. Seller shall, prior to the beginning of the Feasibility Period or as soon as commercially practicable after the Effective Date, provide to Purchaser the following: (a) Any and all environmental reports, site assessments or governmental notices relating to the environmental condition of the Property which are in the possession of Seller (collectively, the "Environmental Report"); (b) Any and all surveys pertaining to the Property including boundary topographic and tree surveys; (c) Copies of any and all correspondence or notices regarding the Property's compliance or failure to comply with any governmental ordinance, code or regulation pertaining thereto; (d) A copy of any and all permits, licenses and similar documents relating to the Property; (e) Current agreement(s) with owner/partner(s) and preliminary title reports; (f) Current property tax bills; (g) Subdivision maps, with conditions; (h) All current covenants, conditions and restrictions relating to the Property including public subdivision; (i) Any soil, biological, geological and engineering reports; (j) EIR, specific plan(s) and conditions of approval; (k) Governmental zoning letter, will serve letters and development agreements; (l) Plans/costs regarding grading, improvements, landscape and building architecture; (m) Any other obligations of the ultimate lot buyers, including fees, design guidelines, bonds, or dues, plus limitations for the Purchaser; (n) Any agreements between the Seller and the community residents that obligate the Purchaser to perform in any way for such residents, the local authority, and/or Homeowner's Associations; (o) All disclosures regarding any significant impact on the Property (i.e., faults, flood zones, moratoria, etc.). The foregoing information shall hereinafter be referred to as the "Due Diligence Information"; however; the enumeration of the Due Diligence Information above shall not be 2 construed to limit the information that Purchaser may require to conduct its evaluation of the Property. If, after reviewing the Due Diligence Information, Purchaser deems it necessary to receive additional information from Seller, then all such additional information shall also be referred to as the "Due Diligence Information." 6. SURVEY. During the Feasibility Period, Purchaser will have the right to enter onto the Property to have a new survey of the Property prepared or to have Seller's survey of the Property updated at Purchaser's expense. If the survey prepared or updated as provided above (the "Survey") shows matters affecting marketability of title to the Property, Purchaser may object thereto prior to the expiration of the Feasibility Period. Seller will have until Closing to cure such matters; provided, however, that Seller will have until five (5) business days after receipt of Purchaser's objections in which to indicate to Purchaser in writing any and all of such matters which Seller will decline to cure. 7. TITLE. (a) Seller shall convey to Purchaser at Closing good and marketable fee simple title in and to the Property. For the purposes of this Agreement, "good and marketable fee simple title" shall mean fee simple ownership which is: (i) free of all claims, liens and encumbrances of any kind or nature whatsoever other than the Permitted Title Exceptions (as defined below); and (ii) insurable by Joyce, Merideth, Flitcroft & Norman Title Insurance Company (the "Title Company"), at then-current standard rates under the standard form of ALTA owner's policy of title insurance (ALTA Form B-1992), with the standard or printed exceptions therein deleted and without exception other than for the Permitted Exceptions (the "Title Policy"). For the purposes of this Agreement, the term "Permitted Title Exceptions" shall mean: (A) current city, state and county ad valorem taxes not yet due and payable; (B) easements for the installation or maintenance of public utilities serving only the Property; (C) any other matters disclosed by the most current survey then available except for such survey matters as Seller is obligated to cure pursuant to this Agreement; and (D) any matter Purchaser agrees to in writing. (b) Within 10 days after the Effective Date, Seller shall, at Seller's sole cost and expense, cause the Title Company to issue and deliver to Purchaser a written commitment (the "Preliminary Title Report") to issue the Title Policy in the full amount of the fair market value of the Property. Seller shall pay the premium for the Title Policy at or before the Closing. Purchaser agrees to pay for the additional cost of an extended ALTA policy of title insurance, with a mechanic's lien binder in the amount of the Purchase Price. (c) If the Preliminary Title Report reveals non-Permitted Title Exceptions, or any title defects, Purchaser may object by notifying Seller in writing within five (5) days after the date of receipt of the Preliminary Title Report. Seller will have until five (5) business days after receipt of Purchaser's objections in which to indicate to Purchaser in writing any non-Permitted Title Exceptions raised by Purchaser, which Seller will not cure. All other matters must be cured prior to Closing and Seller shall pay at or prior to Closing any and all liens, judgments and mortgages. If there are any items Seller 3 declines to cure, within five (5) business days after receipt by Purchaser of Seller's response to Purchaser's notice, Purchaser shall deliver notice to Seller in which Purchaser elects, with respect to such items, to either (i) accept the Property with such matters as Seller declines to cure with no change in the terms of this Agreement, or (ii) decline to accept the Property with such matters. If Purchaser declines to accept the Property pursuant to option (ii) above, then, except as expressly provided herein, this Agreement will be null and void, and the Title Agent shall refund of all Earnest Money to Purchaser, whereupon, the parties will have no further rights, duties, obligations or liabilities to one another under this Agreement. 8. PROPERTY INSPECTION. (a) Purchaser and Purchaser's agents or contractors shall have the right during the Feasibility Period to enter the Property at reasonable times for the purpose of inspecting, testing and appraising the Property and to review all books and records, contracts and other operating documents relating to the Property, upon reasonable notice to Seller. Seller shall provide access to all areas at the Property. Purchaser shall keep the Property free and clear of any mechanic or material man's liens arising out of such entry. Purchaser agrees to indemnify and hold Seller harmless to the extent of its insurance coverage under its regularly maintained insurance program from any damages sustained by Seller resulting from the exercise by Purchaser or its representatives of the rights granted in this Paragraph, which agreement shall survive Closing or earlier termination hereof. Upon two (2) business days' prior notice, Seller agrees that all books, records, leases and other operating documents shall be available at one location at the Property. After the expiration of the Feasibility Period, Purchaser shall have access to the Property to perform further inspections and to insure that the property is being maintained in accordance with the terms of this Agreement. 9. CONDITION OF THE PROPERTY AND OPERATION OF THE PROPERTY PRIOR TO CLOSING. Seller agrees that on the Date of Closing the Property shall be in the same physical condition as on the date of Purchaser's inspection of the Property. In the event that there is a material change in the condition of the Property between the date that Purchaser conducts its inspection and the Date of Closing, then Purchaser shall have the option of terminating this Agreement and all Earnest Money shall be returned to Purchaser and neither party shall have any further obligation hereunder. Prior to Closing, Seller shall be responsible for and shall maintain the property at Seller's sole cost and expense. Seller shall indemnify and hold Purchaser harmless against all claims which may be made relating to Seller's ownership or operation of the Property and any acts or omissions occurring during Seller's ownership of the Property including all obligations, losses, damages, penalties, costs and expenses related thereto (including, but not limited to, Purchaser's reasonable attorney's fees). Purchaser shall indemnify and hold Seller harmless against all claims which may be made relating to Purchaser's ownership or operation of the Property and any acts or omissions occurring during Purchaser's ownership of the Property including all obligations, losses, damages, penalties, costs and expenses related thereto (including, but not limited to, Seller's reasonable attorney's fees). 4 10. SELLER'S REPRESENTATIONS AND WARRANTIES. As of the Effective Date (unless a different date is specified), Seller represents and warrants to Purchaser that: (a) No person, firm, or entity (except as may be set forth in this Agreement) has any rights in or right to acquire the Property or any part thereof. (b) Seller has received no written notice and has no knowledge of any actual or threatened action, litigation, rezoning, condemnation or proceeding by any person, entity or governmental agency, which would affect the Property. (c) Seller has received no written notice and has no knowledge of any governmental assessments concerning the Property, which are unpaid. (d) Seller has no knowledge of and has received no written notice of any violation of law, municipal or county ordinances or codes, or other legal requirements with respect to the Property. (e) The Property does not violate environmental laws applicable to it and Seller has not used the Property for the generation, storage or handling of hazardous materials or contaminants and there has been no release of a hazardous substance on or from the Property. (f) Seller is or, as of the Closing Date will be, the owner of fee simple, marketable title to the Property. (g) None of the lots are located in a flood plain area. (h) No improvements or repairs have been made or will be made to the Property on behalf of the Seller during the 90 days immediately preceding the Closing Date which will not be paid for in full as of the Closing Date, and there will be no outstanding bills incurred for labor, services and materials used in making improvements or repairs on the Property on behalf of Seller or for services of architects, surveyors or engineers engaged by Seller. (i) As of the Closing Date, there will be no unpaid bills or liens for past due taxes or assessments of any nature, for any paving, sidewalk, curbing, water, sewer, street improvements, other utilities or other services provided for the benefit of the Seller on the Property of any kind against the Property, other than those items which are pro-rated in connection with Closing. (j) Seller has made no representations to any county or local authorities or any homeowners in the community regarding the type or style of the development of the Property, except, if any, for those disclosed in writing to Purchaser during the Feasibility Period. (k) All labor performed and materials supplied for the Property have been fully paid by Seller, and any person for such labor or materials may claim no mechanic's lien or any other lien. 5 (l) Seller has no knowledge or information of any facts, circumstances, or other conditions, which do or would in any way adversely affect the Property, or the successful operation of the Property, except as specifically provided to Purchaser in writing during the Feasibility Period. All of the representations and warranties of Seller shall be true and correct as of the Closing Date and Seller shall re-certify the representations and warranties on the Closing Date and shall indemnify and hold harmless the other party for any and all loss, damages, costs or liabilities incurred due to the inaccuracy thereof. This indemnity shall survive the Closing for a period of one (1) year. 11. PURCHASER'S REPRESENTATIONS AND WARRANTIES. As of the Effective Date (unless a different date is specified), Purchaser represents and warrants to Seller that: (a) Potts as an individual has the full power and authority necessary to execute, deliver and perform its obligations under this Agreement and the other documents and instruments to be executed and delivered by Potts pursuant to this Agreement (the "Agreement Documents"). Potts is duly qualified to do business and is in good standing in Wisconsin, which includes every state of the United States in which the conduct of the business and the ownership of such properties and assets requires him to be so qualified. (b) The execution, delivery and performance of the Agreement Documents to be executed and delivered by Potts have been duly authorized by all necessary action on the part of Potts. The Agreement Documents to be executed and delivered by Potts have been or will be, as the case may be, duly executed and delivered by Potts and constitute or will constitute the legal, valid and binding obligations of Potts, enforceable in accordance with their respective terms, except as may be limited by bankruptcy, insolvency, or other laws affecting creditors' rights generally, or as may be modified by a court of equity. (c) The execution, delivery and performance by Potts of the Agreement Documents to be executed and delivered by Potts: (a) do not require the consent of or notice to any third party; (b) do not conflict with any provision of Potts' articles o organization or operating agreement; and (c) do not violate any law, ordinance, regulation, ruling, judgment, order or injunction of any court or governmental instrumentality to which Potts is subject or by which Potts or any of his respective properties are bound. All of the representations and warranties of Purchaser shall be true and correct as of the Closing Date and Purchaser shall rectify the representations and warranties on the Closing Date and shall indemnify and hold harmless the other party for any and all loss, damages, costs or liabilities incurred due to the inaccuracy thereof. This indemnity shall survive the Closing for a period of one (1) year. 6 12. SELLER'S OBLIGATIONS PENDING CLOSING. Between the Effective Date and the Closing Date (or termination hereof), Seller shall: (a) Use all reasonable efforts as may be necessary to effect the transactions contemplated by this Agreement. (b) Maintain the Property in the same manner as is presently done, subject to normal wear and tear, casualty, and condemnation. (c) Maintain existing insurance coverage or its equivalent in force with respect to the Property. (d) Not convey or contract to convey or voluntarily encumber the Property or any portion thereof or interest therein. (e) Not enter into any contract that will be an obligation affecting the Property or any part thereof subsequent to the closing without Purchaser's prior written consent which Purchaser agrees not to unreasonably withhold or delay. (f) Cooperate with, and assist in Purchaser's efforts to obtain access to governmental agencies that have approval authority concerning the development of the Property. (g) Perform all acts reasonably necessary to ensure the assignment and transfer of any development and underground rights and concessions from Seller to Purchaser at the Closing. 13. CLOSING. The closing of the transactions contemplated hereby (the "Closing") shall occur on a date agreed to by the parties on a date not more than thirty (30) days after the expiration of the Feasibility Period (the "Closing Date"). 14. CONVEYANCE. (a) At the Closing, the parties will execute and deliver all deeds and other documents necessary to consummate the transactions contemplated by this Agreement, as more specifically set forth in this section. (b) At Closing, Seller shall convey the Property subject only to the Permitted Survey Exceptions and the Permitted Title Exceptions (collectively, the "Permitted Exceptions") and deliver to Purchaser the following documents (all of which shall be duly executed, sealed, witnessed and notarized where required): (i) General Warranty Deed (the "Deed") conveying title to the Land and Improvements subject only to the Permitted Exceptions. (ii) An assignment of any and all contracts affecting the Property, together with any security or other deposits pertaining thereto. 7 (iii) Blanket assignment and transfer of any and all assignable warranties and guarantees from any contractors, subcontractors, suppliers, manufacturers or distributors relating to the Property. (iv) The original of any and all assignable licenses and permits related to the Property. (v) An affidavit establishing that Seller is not a "foreign person" for withholding purposes under the Internal Revenue Code. (vi) A reaffirmation of Seller's representations and warranties in Paragraph 10 hereof. (vii) An affidavit sufficient to cause Purchaser's title insurer to remove standard printed exceptions in its title policy for mechanic's liens, broker's liens, and rights of parties in possession. (viii) If the Survey has a legal description different than that contained in Exhibit A, a quitclaim deed based on the Updated Survey. (ix) A closing statement. (x) A termination of any and all contracts related to the Property. (xi) A certificate dated as of the Closing Date signed by _______ certifying that the representations and warranties of Seller set forth herein are true and correct in all material respects as of the Closing Date and that Seller has fulfilled all of the conditions in the Agreement. (xii) Such other documentation as may be reasonably required of Seller to effect the consummation of the transactions contemplated hereby. (xiii) At Closing, Purchaser shall deliver to Seller the following (all of which shall be duly executed, sealed, witnessed and notarized where required): (xiv) The total purchase price. (xv) A copy of a good standing certificate regarding Oasis certified by the Secretary of State of Wisconsin, dated within thirty (30) days prior to Closing. (xvi) A copy of a Resolution of the Board of Directors, Managing Member or General Partner of Purchaser authorizing the transactions contemplated herein, the execution and delivery of all documents required to effectuate such, and designating the person authorized to execute and deliver such documents on behalf of Purchaser, together with a Certificate of Incumbency with respect to such officers. In the event that Purchaser is an entity other than a corporation, Purchaser shall deliver certifications equivalent to those required by the preceding sentence with respect to such entity. 8 (c) At Closing, Title Agent will apply the Earnest Money toward the Purchase Price. 15. POSSESSION. Seller shall give possession of the Property to Purchaser on the Closing Date. 16. SETTLEMENT COSTS AND ADJUSTMENTS. (a) Each party shall be responsible for its respective attorneys' fees incurred by it in connection with this Agreement and the transactions contemplated hereby. Purchaser shall be responsible for the costs of any and all audits, tests, surveys or inspections of the Property, which it desires to make; intangible tax on any security instrument recorded on behalf of Purchaser in connection with this Agreement. Purchaser and Seller shall each be responsible for one-half (1/2) of any title company escrow or investment fees with respect to the Earnest Money. Seller shall be responsible for any and all transfer taxes with respect to the General Warranty Deed; any title examination fees and premiums in connection with obtaining title insurance on the Property; and any and all recording costs. (b) The following items shall be prorated and adjusted between Seller and Purchaser as of 11:59 p.m. on the date before the Closing Date: (i) All general real estate, personal property and sanitary taxes, which are liens upon the Property for the year of Closing, shall be prorated on the basis of the most recent ascertainable tax bill. Such taxes shall be adjusted, if necessary, when the actual tax bills for the period covered by the proration shall become available, and the appropriate payment or credit shall be made between the Purchaser and Seller within ten (10) days after demand. Seller shall pay all assessments due and payable prior to the Closing Date; Purchaser shall be responsible for those becoming payable thereafter; and (ii) No capital expenses will be prorated, Seller will pay for any prepayment fees, recording costs, and other costs incurred by Seller in connection with satisfaction of any mortgage and other title matters it agrees to cure, and, to the extent bills for expenses for which Seller is responsible have not been received by Closing, Seller will reimburse Purchaser within 10 days after demand (accompanied by a copy of the bill in question). 17. CONDEMNATION. If on or before the Closing Date eminent domain proceedings are instituted, or a notice of condemnation is given, with respect to all or a portion of the Property, Seller shall promptly notify Purchaser thereof. Purchaser shall have the right to terminate this Agreement by giving written notice to Seller at any time after receiving written notice from the Seller, but not later than twenty (20) days after receipt of such notice from Seller, and in the event Purchaser exercises such right to terminate this Agreement, the Escrow Agent shall make a Refund of all Earnest Money to Purchaser, whereupon no party hereto shall have any further rights, obligations or liabilities hereunder. In the event of any eminent domain proceedings, and provided Purchaser has not elected to terminate this Agreement, the General 9 Warranty Deed shall be subject to any such eminent domain proceeding, such taking shall be deemed a Permitted Exception, and Seller shall deliver to Purchaser on the Closing Date an assignment in a form satisfactory to Purchaser of all of Seller's right, title and interest in and to any eminent domain award. 18. SELLER'S REMEDY. If all of the conditions to Purchaser's obligation to purchase the Property have been fulfilled or waived in writing by Seller and if Purchaser defaults in performing under this Agreement, and such default is for any other reason than Seller's default, Seller shall be entitled to payment of the Earnest Money and interest thereon, not as a penalty, but for full liquidation of damages, the parties declaring and agreeing that actual damages are impossible to ascertain and that such is and represents a reasonable forecast and settlement of such damages of Seller, reached after negotiation between the parties. The parties agree that the sum stated above is liquidated damages and shall be in lieu of any other relief to which the Seller might otherwise be entitled by virtue of this Agreement or by operation of law or otherwise, and shall represent Seller's sole and exclusive remedy for such breach by Purchaser. 19. PURCHASER'S REMEDIES. In the event that Seller defaults in performing under this Agreement and such default is not waived in writing by Purchaser or should any of Seller's warranties or representations be untrue in any material respect, Purchaser shall elect either of the following as Purchaser's sole and exclusive remedy for such breach: (a) Terminate this Agreement by written notice delivered to Seller on or before the Closing Date, in which case the Escrow Agent shall Refund all Earnest Money and interest thereon to Purchaser, whereupon neither party shall have any further rights or remedies with respect to this Agreement; or (b) Seek specific performance of this Agreement against Seller. Notwithstanding the foregoing, to the extent Seller has provided an express warranty or indemnification, Purchaser's remedies will not be limited by this Paragraph. 20. REAL ESTATE COMMISSIONS. Seller covenants and represents to Purchaser that no brokers are claiming by, through or under Seller and none are entitled to be paid a finder's fee, cooperation fee, commission or other brokerage-type fee or similar compensation in connection with this Agreement and the transactions contemplated hereby ("Brokerage Compensation"), and that Seller has not had any dealings or agreements with any other individual or entity in connection therewith. Purchaser covenants and represents to Seller that ("Buyer's Brokers") no brokers are claiming by, through or under Purchaser and none are entitled to be paid Broker's Compensation, and that Purchaser has not had any dealings or agreements with any other individual or entity in connection therewith. If any person or entity shall assert a claim to such a fee or compensation against either Seller or Purchaser on account of alleged employment as a finder, consultant or broker, then the party to this Agreement by, through or under whom the person or entity claims such employment shall indemnify, defend and hold harmless the other party against and from any and all such claims and all costs, expenses and liabilities incurred in connection with such claim or any action or proceeding brought thereon. The agreement contained in this Paragraph shall survive the Closing or the earlier termination hereof. 10 21. TITLE COMPANY. Title Company hereby accepts its designation as Title Agent hereunder, acknowledges receipt of the Earnest Money, and agrees to hold and disburse the Earnest Money as herein provided. Title Agent shall not be liable for any acts taken in good faith, shall only be liable for its willful default or action, or gross negligence, and may, in its sole discretion, rely in good faith upon the written notices, communications, orders or instructions given by any party hereto. 22. TIME PERIOD. Time is of the essence in this Agreement. Provided, however, that if the time within which any action, consent, approval or other activity contemplated, expires on a Saturday, Sunday or a national bank holiday, such time period shall automatically be deemed extended to the first day after the scheduled termination of such time period which is not a Saturday, Sunday or national bank holiday. 23. NOTICES. All notices required or permitted to be given hereunder shall be in writing, delivered in person or sent by reputable overnight carrier for next business day delivery or by facsimile (for which receipt has been confirmed by the sender pursuant to the telefax machine's confirmation software), and shall be effective on receipt. Notice shall be directed as follows: To Seller: CHARLES HICKS AND ASSOCIATES P. O. Box 6018 Oakridge, TN 37830 Telephone: 865-483-5715 Facsimile: 865-482-9639 To Purchaser: RONALD A. POTTS 490 Regatta Bay Blvd. Destin, FL 32541 Telephone: 850-269-3804 Facsimile: 850-269-3806 With a copy To: Oasis Group, Inc. 2020 Federal Road Roswell, GA 30075 Attention: Peggy A. Evans Telephone: 770-594-8717 Facsimile: 770-649-1317 With a copy To: GREENBERG TRAURIG, LLP The Forum, Suite 400 3290 Northside Parkway, N.W. Atlanta, GA 30327 Attention: Robert E. Altenbach, Esq. Telephone: 678-553-2440 Facsimile: 678-553-2188 11 To Title Company: JOYCE, MERIDETH, FLITCROFT & NORMAN 30 Kentucky Avenue Oakridge, TN 32830 Attention: David Flitcroft Telephone: 865-482-2486 Facsimile: ________________ 24. SURVIVAL. The representations and warranties made herein shall survive the closing of the transactions contemplated hereby for one (1) year. 25. CONSTRUCTION. This Agreement shall be governed by, interpreted, construed and enforced in accordance with the laws of the State of Wisconsin. Seller and Purchaser acknowledge that they have both participated in the drafting of this Agreement and that neither Seller nor Purchaser shall be entitled to the benefit of the legal principle that a document is to be construed against the person drafting it. 26. PERSONS BOUND. This Agreement will bind and inure to the benefit of the parties and their respective successors and permitted assigns. 27. MODIFICATION/AMENDMENT. This Agreement contains the entire agreement of the parties, supersedes all prior negotiations and agreements between the parties, and may not be modified or amended except by a writing executed by Seller and Purchaser. 28. COUNTERPARTS. This Agreement may be executed in one or more counterparts each of which shall be deemed an original but all of which shall constitute one and the same Agreement. 29. WAIVER. Except as otherwise provided herein, the failure of Seller or Purchaser to insist upon or enforce any of their respective rights hereunder shall not constitute a waiver thereof. 30. SEVERABILITY. Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but in the event that any provision of this Agreement shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. 31. EXHIBITS. All of the Exhibits annexed hereto are incorporated herein by reference and form a part of this Agreement. 32. THIRD PARTIES. This Agreement shall not be deemed to confer in favor of any third parties any rights whatsoever as third-party beneficiaries, the parties hereto intending by the provisions hereof to confer no such benefits or status. 33. CONFIDENTIALITY. Purchaser and Seller expressly acknowledge and agree that this Agreement, all financial information regarding Purchaser and any documents and information exchanged between Purchaser and Seller shall be confidential in nature and shall be kept in strict confidence. Purchaser and Seller agree that such confidential materials shall only be transmitted 12 to Purchaser's and Seller's representatives and their respective lenders who need to know the information in the materials for the purpose of evaluating the Property or to prepare to close the transactions contemplated hereby. Purchaser and Seller, for the benefit of each other, hereby agree prior to the Closing Date, they will not release or cause or permit to be released any press notices, publicity (oral or written) or advertising promotion relating to, or otherwise announce or disclose or cause or permit to be announced or disclosed, in any manner whatsoever, the terms, conditions, or substance of this Agreement or the transactions contemplated herein, without first obtaining the written consent of the other parties hereto. 34. ATTORNEY'S FEES. In any action at law or in equity, including an action for declaratory relief, brought to enforce or interrupt the provisions of this Agreement, the prevailing party shall be entitled to recover reasonable attorney's fees from the other party, which fees may be set by the court in the trial of such action or may be enforced in a separate action brought for that purpose, and which fees shall be in addition to any other relief which may be awarded. [Signature page to Real Estate Sale and Purchase Agreement] IN WITNESS WHEREOF, the parties have executed this Agreement, or caused this Agreement to be executed, to be effective as of Effective Date. SELLER: /s/ Charles B. Hicks ----------------------------------------- Charles B. Hicks PURCHASER: Ronald A. Potts By /s/ Ronald A. Potts --------------------------------------- Name ------------------------------------- Title ------------------------------------ [Signatures continued on following page] 13 [Signature page to Real Estate Sale and Purchase Agreement] The undersigned Escrow Agent hereby acknowledges receipt of the Earnest Money referred to in Paragraph 2 of the preceding Agreement and agrees to the terms set forth in Paragraph 21 thereof. ESCROW AGENT: -------------------------------------------- By ------------------------------------------ Name ---------------------------------------- Title --------------------------------------- 14 EXHIBIT A LEGAL DESCRIPTION OF PROPERTY EX-10.4 11 g77012exv10w4.txt AMENDMENT TO PURCHASE AND SALE AGREEMENT EXHIBIT 10.4 AMENDMENT TO PURCHASE AND SALE AGREEMENTS THIS AMENDMENT TO PURCHASE AND SALE AGREEMENTS, entered into as of the 16th day of April, 2002, by and between RONALD A. POTTS, an individual and resident of the State of Florida ("Purchaser"), and CHARLES B. HICKS, an individual and resident of the State of Tennessee ("Seller"). W I T N E S S E T H: WHEREAS, the Seller and Purchaser previously entered into those certain Purchase and Sale Agreements for the purchase of certain real property located in Sauk County, Wisconsin, along Tennessee Highway 66, in Sevier County, Tennessee, along Mount Road, in Sevier County, Tennessee, along U.S. Interstate 75, in Knox County, Tennessee, and in McMinn County, Tennessee, dated of even date herewith (the "Purchase Agreements"); and WHEREAS, Seller and Purchaser desire to amend the Purchase Agreement as set forth hereinbelow: NOW, THEREFORE, for and in consideration of the sum of TEN AND NO/100 DOLLARS ($10.00), the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows: 1. Defined Terms. All capitalized terms used herein shall have the same meaning as in the Purchase Agreements, unless otherwise expressly set forth herein. 2. Closing Costs. The Purchase Agreements are hereby amended by providing that all closing costs, including, without limitation, inspections of the Property, title examinations, surveys, transfer taxes, delinquent real property taxes, recording fees and attorneys' fees shall be paid solely by Purchaser. 3. No Further Modification. Except as expressly modified hereby, the Agreement shall remain unamended and in full force and effect and is hereby ratified and confirmed by the parties hereto. 4. Execution Counterparts. This Agreement may be executed in multiple counterparts and by facsimile signature to be followed by original signature, each of which shall be deemed an original and all such counterparts together shall constitute one and the same instrument. [Signatures on Following Page] IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed under seal by their respective duly authorized representatives on the dates indicated below, to be effective as of the date and year first above written. SELLER: CHARLES B. HICKS /s/ Charles B. Hicks ------------------------------- (SEAL) PURCHASER: RONALD A. POTTS /s/ Ronald A. Potts ------------------------------- (SEAL) EX-10.5 12 g77012exv10w5.txt SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT EXHIBIT 10.5 SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT THIS SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT, entered into as of the 23 day of April, 2002, by and between RONALD A. POTTS, an individual and resident of the State of Florida ("Purchaser"), and CHARLES B. HICKS, an individual and resident of the State of Tennessee ("Seller"). W I T N E S S E T H: WHEREAS, the Seller and Purchaser previously entered into that certain Purchase and Sale Agreement for the purchase of certain real property located in Sauk County, Wisconsin, dated April 16, 2002, as amended by that certain Amendment to Purchase and Sale Agreements dated April 16, 2002 (as amended, the "Purchase Agreement"); and WHEREAS, Seller and Purchaser desire to amend the Purchase Agreement as set forth hereinbelow: NOW, THEREFORE, for and in consideration of the sum of TEN AND NO/100 DOLLARS ($10.00), the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows: 1. Defined Terms. All capitalized terms used herein shall have the same meaning as in the Purchase Agreement, unless otherwise expressly set forth herein. 2. Purchase Price. The Purchase Agreement is hereby amended by deleting Section 3 in its entirety and replacing it with the following: In consideration for the Property, Purchaser shall pay Seller the sum of Six Million Seven Hundred Ninety-Eight Thousand Two and 00/100 Dollars ($6,798,002.00) at the Closing as follows: (a) Purchaser shall deliver to Seller the sum of One Million Seven Hundred Forty-One Thousand (1,741,000) shares of Oasis Group, Inc. common stock held by Ronald A. Potts placed at Three Dollars per share; (b) Purchaser shall assume that certain Promissory Note (the "Baraboo Note") in the amount of Nine Hundred Seventy-Five Thousand Dollars ($975,000.00) payable to The First National Bank and Trust Company of Baraboo ("Lender"), located at Main-Commercial, 502 Oak Street, Baraboo, Wisconsin 53913, Loan number #366000511600; and (c) Purchaser shall deliver a promissory note in favor of Seller in the amount of Six Hundred Thousand and 00/100 Dollars ($600,000.00), which note shall be for a term of one (1) year, at an interest rate of five percent (5%), with a balloon payment of all principal and interest due upon maturity. 3. Conveyance. Section 13(b) of the Purchase Agreement is hereby amended by adding the following language as Section 13(b)(xviii): "Consent of Lender to the assumption of the Baraboo Note by Purchaser, in such form as is reasonably acceptable to Purchaser." 4. No Further Modification. Except as expressly modified hereby, the Agreement shall remain unamended and in full force and effect and is hereby ratified and confirmed by the parties hereto. 5. Execution Counterparts. This Agreement may be executed in multiple counterparts and by facsimile signature to be followed by original signature, each of which shall be deemed an original and all such counterparts together shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed under seal, to be effective as of the date and year first above written. SELLER: CHARLES B. HICKS /s/ Charles B. Hicks ------------------------------- (SEAL) PURCHASER: RONALD A. POTTS /s/ Ronald A. Potts ------------------------------- (SEAL) EX-10.6 13 g77012exv10w6.txt THIRD AMENDMENT TO REAL ESTATE SALE AGREEMENT EXHIBIT 10.6 THIRD AMENDMENT TO REAL ESTATE SALE AND PURCHASE AGREEMENT THIS THIRD AMENDMENT TO REAL ESTATE SALE AND PURCHASE AGREEMENT (this "Amendment") is made as of the 24th day of June, 2002, by and between CHARLES B. HICKS, an individual and resident of the State of Tennessee (hereinafter referred to as the "Seller"), and RONALD A. POTTS, an individual and resident of the State of Florida ("Potts") and PEGGY EVANS, an individual and resident of the State of Georgia ("Evans") (Potts and Evans are hereinafter collectively referred to as "Purchaser"). WITNESSETH THAT: WHEREAS, Purchaser and Seller are parties to that certain Real Estate Purchase and Sale Agreement dated April 16, 2002, as amended by that certain Amendment to Purchase and Sale Agreement dated April 16, 2002, and as further amended by that certain Second Amendment to Purchase and Sale Agreement dated as of April 23, 2002 (as amended, the "Agreement"), with respect to certain real property located in Sauk County, Wisconsin, as more particularly described in the Agreement; and WHEREAS, Purchaser and Seller desire to further modify and amend the Agreement in certain respects; NOW, THEREFORE, for and in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Purchaser and Sellers hereby agree as follows: 1. Defined Terms. All terms used in this Amendment with an initial capital letter which are not otherwise defined herein shall have the meanings given to such terms in the Agreement. 2. Purchaser. From and after the date hereof, the Agreement is hereby amended by amending the definition of the term "Purchaser" to include "Peggy Evans, an individual and resident of the State of Georgia ("Evans")." 3. Purchase Price. From and after the date hereof, the Agreement is hereby amended by deleting subsection 3(a) in its entirety and inserting the following in lieu thereof: "In consideration for the Property, Purchaser shall pay to Seller the sum of Six Million Seven Hundred Ninety-Eight Thousand Two and No/100 Dollars ($6,798,002.00) as follows: at Closing, Purchaser shall deliver to Seller a total of Four Million Three Hundred Fifty-Two Thousand Five Hundred (4,352,500) shares of Oasis Group, Inc. common stock consisting of One Million Six Hundred Thousand shares held by Evans, and Two Million Seven Hundred Fifty-Two Thousand Five Hundred (2,752,500) shares held by Potts." 4. Ratification. Except as expressly modified hereby, the Agreement shall remain unamended and in full force and effect and is hereby ratified and confirmed by the parties hereto. 5. Counterparts. This Amendment may be executed in multiple counterparts, each of which shall constitute an original and all of which taken together shall constitute one and the same instrument. [SIGNATURES APPEAR ON FOLLOWING PAGE] 2 IN WITNESS WHEREOF, Purchaser and Seller have entered into this Amendment as of the day and year first above written. PURCHASER: /s/ Ronald A. Potts (SEAL) --------------------------------------- RONALD A. POTTS Date of Execution: - -------------------------- /s/ Peggy Evans (SEAL) --------------------------------------- PEGGY EVANS Date of Execution: - -------------------------- SELLER: /s/Charles B. Hicks (SEAL) --------------------------------------- CHARLES B. HICKS Date of Execution: - -------------------------- 3 EX-10.13 14 g77012exv10w13.txt ASSIGNMENT AND ASSUMPTION OF REAL ESTATE SALE EXHIBIT 10.13 ASSIGNMENT AND ASSUMPTION OF REAL ESTATE SALE AND PURCHASE AGREEMENT This Assignment and Assumption of Real Estate Sale and Purchase Agreement (this "Assignment") is made and entered into as of the 24th day of June, 2002, by and between RONALD A. POTTS, an individual and resident of the State of Florida ("Assignor") and OASIS ATHENS, LLC, a Tennessee limited liability company ("Assignee"). W I T N E S S E T H: - - - - - - - - - -- For and in consideration of Ten and 00/100 Dollars ($10.00), the terms and conditions of this Assignment and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor does hereby assign, transfer, set over and convey to Assignee all of Assignor's right, title, interest, powers, privileges and benefit in and to that certain Real Estate Sale and Purchase Agreement dated April 16, 2002, by and between Assignor, as "Purchaser," and Charles B. Hicks, an individual and resident of the State of Tennessee, as "Seller", as amended by that certain Amendment to Purchase and Sale Agreements dated April 16, 2002, as further amended by that certain Second Amendment to Sale and Purchase Agreement dated as of April 23, 2002, and as further amended by that certain Third Amendment to Sale and Purchase Agreement dated June 24, 2002 (as amended, the "Contract"), and all of Assignor's right, title and interest in and to all Earnest Money (if any) deposited in connection with the Contract, and Assignee does hereby accept all of the right, title, interest, powers, privileges and benefits of Assignor in and to the Contract and said Earnest Money and hereby assumes and agrees to perform, discharge and fulfill all of the duties and obligations of Assignor under the Contract. IN WITNESS WHEREOF, Assignor and Assignee hereunto set their hands and seals on the day and year first above written. ASSIGNOR: /s/ Ronald A. Potts (SEAL) -------------------------------- RONALD A. POTTS ASSIGNEE: OASIS ATHENS, LLC, a Tennessee limited liability company By: /s/ Ronald A. Potts ----------------------------------- Name: Ronald A. Potts --------------------------------- Title: Authorized Representative -------------------------------- [COMPANY SEAL] EX-10.14 15 g77012exv10w14.txt REAL ESTATE SALE AND PURCHASE AGREEMENT EXHIBIT 10.14 ================================================================================ REAL ESTATE SALE AND PURCHASE AGREEMENT ATHENS By and Between RONALD A. POTTS and CHARLES B. HICKS Date: APRIL 16, 2002 ================================================================================ TABLE OF CONTENTS
Page 1. Agreement of Purchase and Sale..........................................................................1 2. Earnest Money...........................................................................................1 3. Purchase Price..........................................................................................1 4. Feasibility Period......................................................................................1 5. Due Diligence Documents.................................................................................2 6. Survey..................................................................................................3 7. Title...................................................................................................3 8. Property Inspection.....................................................................................4 9. Condition of the Property and Operation of the Property Prior to Closing................................4 10. Seller's Representations and Warranties.................................................................4 11. Purchaser's Representations and Warranties..............................................................6 12. Seller's Obligations Pending Closing....................................................................6 13. Closing.................................................................................................7 14. Conveyance..............................................................................................7 15. Possession..............................................................................................8 16. Settlement Costs and Adjustments........................................................................8 17. Condemnation............................................................................................9 18. Seller's Remedy.........................................................................................9 19. Purchaser's Remedies...................................................................................10 20. Real Estate Commissions................................................................................10 21. Escrow Agent...........................................................................................10 22. Time Period............................................................................................10 23. Notices................................................................................................11 24. Assignment of Interest.................................................................................11 25. Survival...............................................................................................11 26. Construction...........................................................................................11 27. Persons Bound..........................................................................................12 28. Modification/Amendment.................................................................................12 29. Counterparts...........................................................................................12 30. Waiver.................................................................................................12
31. Captions...............................................................................................12 32. Pronouns...............................................................................................12 33. Severability...........................................................................................12 34. Exhibits...............................................................................................12 35. Use of the Word "Herein"...............................................................................12 36. Third Parties..........................................................................................12 37. Confidentiality........................................................................................12 38. Attorney's Fees........................................................................................13

ii REAL ESTATE SALE AND PURCHASE AGREEMENT This REAL ESTATE SALE AND PURCHASE AGREEMENT ("Agreement") is made and entered into as of the ____ day of April 2002 (the "Effective Date"), by and between RONALD A. POTTS, an individual residing in the state of Florida ("Purchaser" or "Potts"), and Charles B. Hicks, an individual residing in the state of Tennessee or assignee (the "Seller"). 1. AGREEMENT OF PURCHASE AND SALE. Seller hereby agrees to sell to Purchaser, and Purchaser hereby agrees to purchase from Seller, the "Land," "Ancillary Rights" and "Improvements" (hereinafter called the "Property ") located in Tennessee, as more specifically described in attached Exhibit A, together with all right, title and interest of Seller in and to any trade or business name (hereinafter collectively called the "Trade Name") used in connection with the operation of the business conducted by Seller at the Land; and all easements, appurtenances, rights, privileges, reservations and tenements belonging or pertaining to any of the foregoing. The foregoing items are hereinafter collectively called the "Property." 2. EARNEST MONEY. On the Effective Date, Purchaser will deposit One Thousand Dollars ($1,000) (the "Earnest Money") with JOYCE, MERIDETH, FLITCROFT & NORMAN TITLE COMPANY (the "Escrow Agent"), located at 30 Kentucky Avenue, Oakridge, Tennessee 32830, to be held in trust on the terms herein set forth for the mutual benefit of the parties hereto. The Earnest Money shall be refunded to the Purchaser if Purchaser decides, for any reason, to not proceed with the purchase of the Property at any time prior to the expiration of the Feasibility Period (as defined herein). At the Closing the Earnest Money shall be applied to the Purchase Price. As used in this Agreement, the term "Refund" shall mean the Earnest Money, with interest, shall be returned to Purchaser except for the $100, which Title Company shall deliver to Seller as consideration for Seller's entering into this Agreement. 3. PURCHASE PRICE. In consideration for the Property, Purchaser shall pay Seller the sum of Five Million Four Hundred Thousand Dollars ($5,400,000) as follows: (a) At the Closing, Purchaser shall deliver to Seller the sum of Eight Hundred Thousand (800,000) shares of Oasis Group, Inc. common stock held by Ronald A. Potts valued at Three Dollars per share, which shares shall be requested pursuant to the Registration Statement filed by Rainwire Partners, Ltd. on Form S-4 (the "Registration Statement") currently pending with the Securities and Exchange Commission. The shares will be subject to a lock-up agreement restricting the sale of the shares to 200,000 shares per calendar quarter commencing ninety (90) days after the effective date of the Registration Statement, which sum shall be held in escrow by the law firm of Greenberg Traurig, LLP, (b) assume the debt of Six Hundred Thousand Dollars ($600,000) payable to Citizens National Bank of Athens, (c) assume the two options of Holiday Group, LLC with a note payable in the amount of Two Million Dollars ($2,000,000) to Holiday Group, LLC, and (d) the sum of $400,000 cash at Closing. 4. FEASIBILITY PERIOD. The "Feasibility Period" shall begin upon receipt of all of the Due Diligence Information by Purchaser. The Feasibility Period shall last for thirty (30) days. During the Feasibility Period, the Purchaser shall review the Due Diligence Documents, the Survey, and the Preliminary Title Report, perform any Property Inspections deemed necessary by Purchaser, and perform any other reviews or inspections deemed necessary by Purchaser to complete its Feasibility Analysis. 5. DUE DILIGENCE DOCUMENTS. Seller shall, prior to the beginning of the Feasibility Period or as soon as commercially practicable after the Effective Date, provide to Purchaser the following: (a) Any and all environmental reports, site assessments or governmental notices relating to the environmental condition of the Property which are in the possession of Seller (collectively, the "Environmental Report"); (b) Any and all surveys pertaining to the Property including boundary topographic and tree surveys; (c) Copies of any and all correspondence or notices regarding the Property's compliance or failure to comply with any governmental ordinance, code or regulation pertaining thereto; (d) A copy of any and all permits, licenses and similar documents relating to the Property; (e) Current agreement(s) with owner/partner(s) and preliminary title reports; (f) Current property tax bills; (g) Subdivision maps, with conditions; (h) All current covenants, conditions and restrictions relating to the Property including public subdivision; (i) Any soil, biological, geological and engineering reports; (j) EIR, specific plan(s) and conditions of approval; (k) Governmental zoning letter, will serve letters and development agreements; (l) Plans/costs regarding grading, improvements, landscape and building architecture; (m) Any other obligations of the ultimate lot buyers, including fees, design guidelines, bonds, or dues, plus limitations for the Purchaser; (n) Any agreements between the Seller and the community residents that obligate the Purchaser to perform in any way for such residents, the local authority, and/or Homeowner's Associations; (o) All disclosures regarding any significant impact on the Property (i.e., faults, flood zones, moratoria, etc.). 2 The foregoing information shall hereinafter be referred to as the "Due Diligence Information"; however; the enumeration of the Due Diligence Information above shall not be construed to limit the information that Purchaser may require to conduct its evaluation of the Property. If, after reviewing the Due Diligence Information, Purchaser deems it necessary to receive additional information from Seller, then all such additional information shall also be referred to as the "Due Diligence Information." 6. SURVEY. During the Feasibility Period, Purchaser will have the right to enter onto the Property to have a new survey of the Property prepared or to have Seller's survey of the Property updated at Purchaser's expense. If the survey prepared or updated as provided above (the "Survey") shows matters affecting marketability of title to the Property, Purchaser may object thereto prior to the expiration of the Feasibility Period. Seller will have until Closing to cure such matters; provided, however, that Seller will have until five (5) business days after receipt of Purchaser's objections in which to indicate to Purchaser in writing any and all of such matters which Seller will decline to cure. 7. TITLE. (a) Seller shall convey to Purchaser at Closing good and marketable fee simple title in and to the Property. For the purposes of this Agreement, "good and marketable fee simple title" shall mean fee simple ownership which is: (i) free of all claims, liens and encumbrances of any kind or nature whatsoever other than the Permitted Title Exceptions (as defined below); and (ii) insurable by Joyce, Merideth, Flitcroft & Norman Title Insurance Company (the "Title Company"), at then-current standard rates under the standard form of ALTA owner's policy of title insurance (ALTA Form B-1992), with the standard or printed exceptions therein deleted and without exception other than for the Permitted Exceptions (the "Title Policy"). For the purposes of this Agreement, the term "Permitted Title Exceptions" shall mean: (A) current city, state and county ad valorem taxes not yet due and payable; (B) easements for the installation or maintenance of public utilities serving only the Property; (C) any other matters disclosed by the most current survey then available except for such survey matters as Seller is obligated to cure pursuant to this Agreement; and (D) any matter Purchaser agrees to in writing. (b) Within 10 days after the Effective Date, Seller shall, at Seller's sole cost and expense, cause the Title Company to issue and deliver to Purchaser a written commitment (the "Preliminary Title Report") to issue the Title Policy in the full amount of the fair market value of the Property. Seller shall pay the premium for the Title Policy at or before the Closing. Purchaser agrees to pay for the additional cost of an extended ALTA policy of title insurance, with a mechanic's lien binder in the amount of the Purchase Price. (c) If the Preliminary Title Report reveals non-Permitted Title Exceptions, or any title defects, Purchaser may object by notifying Seller in writing within five (5) days after the date of receipt of the Preliminary Title Report. Seller will have until five (5) business days after receipt of Purchaser's objections in which to indicate to Purchaser in writing any non-Permitted Title Exceptions raised by Purchaser, which Seller will not 3 cure. All other matters must be cured prior to Closing and Seller shall pay at or prior to Closing any and all liens, judgments and mortgages. If there are any items Seller declines to cure, within five (5) business days after receipt by Purchaser of Seller's response to Purchaser's notice, Purchaser shall deliver notice to Seller in which Purchaser elects, with respect to such items, to either (i) accept the Property with such matters as Seller declines to cure with no change in the terms of this Agreement, or (ii) decline to accept the Property with such matters. If Purchaser declines to accept the Property pursuant to option (ii) above, then, except as expressly provided herein, this Agreement will be null and void, and the Title Agent shall refund of all Earnest Money to Purchaser, whereupon, the parties will have no further rights, duties, obligations or liabilities to one another under this Agreement. 8. PROPERTY INSPECTION. (a) Purchaser and Purchaser's agents or contractors shall have the right during the Feasibility Period to enter the Property at reasonable times for the purpose of inspecting, testing and appraising the Property and to review all books and records, contracts and other operating documents relating to the Property, upon reasonable notice to Seller. Seller shall provide access to all areas at the Property. Purchaser shall keep the Property free and clear of any mechanic or material man's liens arising out of such entry. 9. CONDITION OF THE PROPERTY AND OPERATION OF THE PROPERTY PRIOR TO CLOSING. Seller agrees that on the Date of Closing the Property shall be in the same physical condition as on the date of Purchaser's inspection of the Property. In the event that there is a material change in the condition of the Property between the date that Purchaser conducts its inspection and the Date of Closing, then Purchaser shall have the option of terminating this Agreement and all Earnest Money shall be returned to Purchaser and neither party shall have any further obligation hereunder. Prior to Closing, Seller shall be responsible for and shall maintain the property at Seller's sole cost and expense. Seller shall indemnify and hold Purchaser harmless against all claims which may be made relating to Seller's ownership or operation of the Property and any acts or omissions occurring during Seller's ownership of the Property including all obligations, losses, damages, penalties, costs and expenses related thereto (including, but not limited to, Purchaser's reasonable attorney's fees). Purchaser shall indemnify and hold Seller harmless against all claims which may be made relating to Purchaser's ownership or operation of the Property and any acts or omissions occurring during Purchaser's ownership of the Property including all obligations, losses, damages, penalties, costs and expenses related thereto (including, but not limited to, Seller's reasonable attorney's fees). 10. SELLER'S REPRESENTATIONS AND WARRANTIES. As of the Effective Date (unless a different date is specified), Seller represents and warrants to Purchaser that: (a) No person, firm, or entity (except as may be set forth in this Agreement) has any rights in or right to acquire the Property or any part thereof. (b) Seller has received no written notice and has no knowledge of any actual or threatened action, litigation, rezoning, condemnation or proceeding by any person, entity or governmental agency, which would affect the Property. 4 (c) Seller has received no written notice and has no knowledge of any governmental assessments concerning the Property, which are unpaid. (d) Seller has no knowledge of and has received no written notice of any violation of law, municipal or county ordinances or codes, or other legal requirements with respect to the Property. (e) The Property does not violate environmental laws applicable to it and Seller has not used the Property for the generation, storage or handling of hazardous materials or contaminants and there has been no release of a hazardous substance on or from the Property. (f) Seller is or, as of the Closing Date will be, the owner of fee simple, marketable title to the Property. (g) None of the lots are located in a flood plain area. (h) No improvements or repairs have been made or will be made to the Property on behalf of the Seller during the 90 days immediately preceding the Closing Date which will not be paid for in full as of the Closing Date, and there will be no outstanding bills incurred for labor, services and materials used in making improvements or repairs on the Property on behalf of Seller or for services of architects, surveyors or engineers engaged by Seller. (i) As of the Closing Date, there will be no unpaid bills or liens for past due taxes or assessments of any nature, for any paving, sidewalk, curbing, water, sewer, street improvements, other utilities or other services provided for the benefit of the Seller on the Property of any kind against the Property, other than those items which are pro-rated in connection with Closing. (j) Seller has made no representations to any county or local authorities or any homeowners in the community regarding the type or style of the development of the Property, except, if any, for those disclosed in writing to Purchaser during the Feasibility Period. (k) All labor performed and materials supplied for the Property have been fully paid by Seller, and any person for such labor or materials may claim no mechanic's lien or any other lien. (l) Seller has no knowledge or information of any facts, circumstances, or other conditions, which do or would in any way adversely affect the Property, or the successful operation of the Property, except as specifically provided to Purchaser in writing during the Feasibility Period. All of the representations and warranties of Seller shall be true and correct as of the Closing Date and Seller shall re-certify the representations and warranties on the Closing Date and shall indemnify and hold harmless the other party for any and all loss, damages, costs or 5 liabilities incurred due to the inaccuracy thereof. This indemnity shall survive the Closing for a period of one (1) year. 11. PURCHASER'S REPRESENTATIONS AND WARRANTIES. As of the Effective Date (unless a different date is specified), Purchaser represents and warrants to Seller that: (a) Potts is an individual in good standing under the laws of the State of Tennessee, and has the full power and authority necessary to execute, deliver and perform its obligations under this Agreement and the other documents and instruments to be executed and delivered by Potts pursuant to this Agreement (the "Agreement Documents"). Potts is duly qualified to do business and is in good standing in Tennessee, which includes every state of the United States in which the conduct of the business and the ownership of such properties and assets requires him to be so qualified. (b) The execution, delivery and performance of the Agreement Documents to be executed and delivered by Potts have been duly authorized by all necessary action on the part of Potts. The Agreement Documents to be executed and delivered by Potts have been or will be, as the case may be, duly executed and delivered by Potts and constitute or will constitute the legal, valid and binding obligations of Potts, enforceable in accordance with their respective terms, except as may be limited by bankruptcy, insolvency, or other laws affecting creditors' rights generally, or as may be modified by a court of equity. (c) The execution, delivery and performance by Potts of the Agreement Documents to be executed and delivered by Potts: (a) do not require the consent of or notice to any third party; (b) do not violate any law, ordinance, regulation, ruling, judgment, order or injunction of any court or governmental instrumentality to which Potts is subject or by which Potts or any of his respective properties are bound. All of the representations and warranties of Purchaser shall be true and correct as of the Closing Date and Purchaser shall re-certify the representations and warranties on the Closing Date and shall indemnify and hold harmless the other party for any and all loss, damages, costs or liabilities incurred due to the inaccuracy thereof. This indemnity shall survive the Closing for a period of one (1) year. 12. SELLER'S OBLIGATIONS PENDING CLOSING. Between the Effective Date and the Closing Date (or termination hereof), Seller shall: (a) Use all reasonable efforts as may be necessary to effect the transactions contemplated by this Agreement. (b) Maintain the Property in the same manner as is presently done, subject to normal wear and tear, casualty, and condemnation. (c) Maintain existing insurance coverage or its equivalent in force with respect to the Property. 6 (d) Not convey or contract to convey or voluntarily encumber the Property or any portion thereof or interest therein. (e) Not enter into any contract that will be an obligation affecting the Property or any part thereof subsequent to the closing without Purchaser's prior written consent which Purchaser agrees not to unreasonably withhold or delay. (f) Cooperate with, and assist in Purchaser's efforts to obtain access to governmental agencies that have approval authority concerning the development of the Property. (g) Perform all acts reasonably necessary to ensure the assignment and transfer of any development and underground rights and concessions from Seller to Purchaser at the Closing. 13. CLOSING. The closing of the transactions contemplated hereby (the "Closing") shall occur on a date agreed to by the parties on a date not more than thirty (30) days after the expiration of the Feasibility Period (the "Closing Date"). 14. CONVEYANCE. (a) At the Closing, the parties will execute and deliver all deeds and other documents necessary to consummate the transactions contemplated by this Agreement, as more specifically set forth in this section. (b) At Closing, Seller shall convey the Property subject only to the Permitted Survey Exceptions and the Permitted Title Exceptions (collectively, the "Permitted Exceptions") and deliver to Purchaser the following documents (all of which shall be duly executed, sealed, witnessed and notarized where required): (i) General Warranty Deed (the "Deed") conveying title to the Land and Improvements subject only to the Permitted Exceptions. (ii) An assignment of any and all contracts affecting the Property, together with any security or other deposits pertaining thereto. (iii) Blanket assignment and transfer of any and all assignable warranties and guarantees from any contractors, subcontractors, suppliers, manufacturers or distributors relating to the Property. (iv) The original of any and all assignable licenses and permits related to the Property. (v) An affidavit establishing that Seller is not a "foreign person" for withholding purposes under the Internal Revenue Code. (vi) A reaffirmation of Seller's representations and warranties in Paragraph 10 hereof. 7 (vii) An affidavit sufficient to cause Purchaser's title insurer to remove standard printed exceptions in its title policy for mechanic's liens, broker's liens, and rights of parties in possession. (viii) If the Survey has a legal description different than that contained in Exhibit A, a quitclaim deed based on the Updated Survey. (ix) A closing statement. (x) A termination of any and all contracts related to the Property. (xi) A certificate dated as of the Closing Date signed by _______ certifying that the representations and warranties of Seller set forth herein are true and correct in all material respects as of the Closing Date and that Seller has fulfilled all of the conditions in the Agreement. (xii) Such other documentation as may be reasonably required of Seller to effect the consummation of the transactions contemplated hereby. (c) At Closing, Purchaser shall deliver to Seller the following (all of which shall be duly executed, sealed, witnessed and notarized where required): (i) The total purchase price. (ii) A copy of a good standing certificate regarding Oasis certified by the Secretary of State of Tennessee, dated within thirty (30) days prior to Closing. (iii) A copy of a Resolution of the Board of Directors, Managing Member or General Partner of Purchaser authorizing the transactions contemplated herein, the execution and delivery of all documents required to effectuate such, and designating the person authorized to execute and deliver such documents on behalf of Purchaser, together with a Certificate of Incumbency with respect to such officers. In the event that Purchaser is an entity other than a corporation, Purchaser shall deliver certifications equivalent to those required by the preceding sentence with respect to such entity. (d) At Closing, Escrow Agent will apply the Earnest Money toward the Purchase Price. 15. POSSESSION. Seller shall give possession of the Property to Purchaser on the Closing Date. 16. SETTLEMENT COSTS AND ADJUSTMENTS. (a) Each party shall be responsible for its respective attorneys' fees incurred by it in connection with this Agreement and the transactions contemplated hereby. Purchaser shall be responsible for the costs of any and all audits, tests, surveys or inspections of the Property, which it desires to make; intangible tax on any security 8 instrument recorded on behalf of Purchaser in connection with this Agreement. Purchaser and Seller shall each be responsible for one-half (1/2) of any title company escrow or investment fees with respect to the Earnest Money. Seller shall be responsible for any and all transfer taxes with respect to the General Warranty Deed; any title examination fees and premiums in connection with obtaining title insurance on the Property; and any and all recording costs. (b) The following items shall be prorated and adjusted between Seller and Purchaser as of 11:59 p.m. on the date before the Closing Date: (i) All general real estate, personal property and sanitary taxes, which are liens upon the Property for the year of Closing, shall be prorated on the basis of the most recent ascertainable tax bill. Such taxes shall be adjusted, if necessary, when the actual tax bills for the period covered by the proration shall become available, and the appropriate payment or credit shall be made between the Purchaser and Seller within ten (10) days after demand. Seller shall pay all assessments due and payable prior to the Closing Date; Purchaser shall be responsible for those becoming payable thereafter; and (ii) No capital expenses will be prorated, Seller will pay for any prepayment fees, recording costs, and other costs incurred by Seller in connection with satisfaction of any mortgage and other title matters it agrees to cure, and, to the extent bills for expenses for which Seller is responsible have not been received by Closing, Seller will reimburse Purchaser within 10 days after demand (accompanied by a copy of the bill in question). 17. CONDEMNATION. If on or before the Closing Date eminent domain proceedings are instituted, or a notice of condemnation is given, with respect to all or a portion of the Property, Seller shall promptly notify Purchaser thereof. Purchaser shall have the right to terminate this Agreement by giving written notice to Seller at any time after receiving written notice from the Seller, but not later than twenty (20) days after receipt of such notice from Seller, and in the event Purchaser exercises such right to terminate this Agreement, the Escrow Agent shall make a Refund of all Earnest Money to Purchaser, whereupon no party hereto shall have any further rights, obligations or liabilities hereunder. In the event of any eminent domain proceedings, and provided Purchaser has not elected to terminate this Agreement, the General Warranty Deed shall be subject to any such eminent domain proceeding, such taking shall be deemed a Permitted Exception, and Seller shall deliver to Purchaser on the Closing Date an assignment in a form satisfactory to Purchaser of all of Seller's right, title and interest in and to any eminent domain award. 18. SELLER'S REMEDY. If all of the conditions to Purchaser's obligation to purchase the Property have been fulfilled or waived in writing by Seller and if Purchaser defaults in performing under this Agreement, and such default is for any other reason than Seller's default, Seller shall be entitled to payment of the Earnest Money and interest thereon, not as a penalty, but for full liquidation of damages, the parties declaring and agreeing that actual damages are impossible to ascertain and that such is and represents a reasonable forecast and settlement of such damages of Seller, reached after negotiation between the parties. The parties agree that the 9 sum stated above is liquidated damages and shall be in lieu of any other relief to which the Seller might otherwise be entitled by virtue of this Agreement or by operation of law or otherwise, and shall represent Seller's sole and exclusive remedy for such breach by Purchaser. 19. PURCHASER'S REMEDIES. In the event that Seller defaults in performing under this Agreement and such default is not waived in writing by Purchaser or should any of Seller's warranties or representations be untrue in any material respect, Purchaser shall elect either of the following as Purchaser's sole and exclusive remedy for such breach: (a) Terminate this Agreement by written notice delivered to Seller on or before the Closing Date, in which case the Escrow Agent shall Refund all Earnest Money and interest thereon to Purchaser, whereupon neither party shall have any further rights or remedies with respect to this Agreement; or (b) Seek specific performance of this Agreement against Seller. Notwithstanding the foregoing, to the extent Seller has provided an express warranty or indemnification, Purchaser's remedies will not be limited by this Paragraph. 20. REAL ESTATE COMMISSIONS. Seller covenants and represents to Purchaser that no brokers are claiming by, through or under Seller and none are entitled to be paid a finder's fee, cooperation fee, commission or other brokerage-type fee or similar compensation in connection with this Agreement and the transactions contemplated hereby ("Brokerage Compensation"), and that Seller has not had any dealings or agreements with any other individual or entity in connection therewith. Purchaser covenants and represents to Seller that ("Buyer's Brokers") no brokers are claiming by, through or under Purchaser and none are entitled to be paid Broker's Compensation, and that Purchaser has not had any dealings or agreements with any other individual or entity in connection therewith. If any person or entity shall assert a claim to such a fee or compensation against either Seller or Purchaser on account of alleged employment as a finder, consultant or broker, then the party to this Agreement by, through or under whom the person or entity claims such employment shall indemnify, defend and hold harmless the other party against and from any and all such claims and all costs, expenses and liabilities incurred in connection with such claim or any action or proceeding brought thereon. The agreement contained in this Paragraph shall survive the Closing or the earlier termination hereof. 21. TITLE COMPANY. Title Agent hereby accepts its designation as Title Agent hereunder, acknowledges receipt of the Earnest Money, and agrees to hold and disburse the Earnest Money as herein provided. Title Agent shall not be liable for any acts taken in good faith, shall only be liable for its willful default or action, or gross negligence, and may, in its sole discretion, rely in good faith upon the written notices, communications, orders or instructions given by any party hereto. 22. TIME PERIOD. Time is of the essence in this Agreement. Provided, however, that if the time within which any action, consent, approval or other activity contemplated, expires on a Saturday, Sunday or a national bank holiday, such time period shall automatically be deemed extended to the first day after the scheduled termination of such time period which is not a Saturday, Sunday or national bank holiday. 10 23. NOTICES. All notices required or permitted to be given hereunder shall be in writing, delivered in person or sent by reputable overnight carrier for next business day delivery or by facsimile (for which receipt has been confirmed by the sender pursuant to the telefax machine's confirmation software), and shall be effective on receipt. Notice shall be directed as follows: To Seller: CHARLES HICKS AND ASSOCIATES P. O. Box 60 Oakridge, TN 37830 Telephone: 865-483-5715 Facsimile: 865-482-9639 To Purchaser: RONALD A. POTTS 490 Regatta Bay Blvd. Destin, FL 32541 Telephone: 850-269-3804 Facsimile: 850-269-3806 With a copy to: GREENBERG TRAURIG, LLP The Forum, Suite 400 3290 Northside Parkway, N.W. Atlanta, GA 30327 Attention: Robert E. Altenbach, Esq. Telephone: 678-553-2440 Facsimile: 678-553-2188 To Title Company: JOYCE, MERIDETH, FLITCROFT & NORMAN 30 Kentucky Avenue Oakridge, TN 32830 Attention: David Flitcroft Telephone: 865-482-2486 Facsimile: ________________ 24. ASSIGNMENT OF INTEREST. Until Closing or the earlier termination hereof Seller shall not assign its right, title or interest in and to the Property. Purchaser may not assign its right, title to interest in and to this Agreement without the prior written consent of Seller. Notwithstanding the foregoing Purchaser may, without the consent of Seller, assign this Agreement to an entity under control or under common control of Purchaser. 25. SURVIVAL. The representations and warranties made herein shall survive the closing of the transactions contemplated hereby for one (1) year. 26. CONSTRUCTION. This Agreement shall be governed by, interpreted, construed and enforced in accordance with the laws of the State of Tennessee. Seller and Purchaser acknowledge that they have both participated in the drafting of this Agreement and that neither 11 Seller nor Purchaser shall be entitled to the benefit of the legal principle that a document is to be construed against the person drafting it. 27. PERSONS BOUND. This Agreement will bind and inure to the benefit of the parties and their respective successors and permitted assigns. 28. MODIFICATION/AMENDMENT. This Agreement contains the entire agreement of the parties, supersedes all prior negotiations and agreements between the parties, and may not be modified or amended except by a writing executed by Seller and Purchaser. 29. COUNTERPARTS. This Agreement may be executed in one or more counterparts each of which shall be deemed an original but all of which shall constitute one and the same Agreement. 30. WAIVER. Except as otherwise provided herein, the failure of Seller or Purchaser to insist upon or enforce any of their respective rights hereunder shall not constitute a waiver thereof. 31. CAPTIONS. The captions used herein have been included for convenience of reference only and shall not be deemed to vary the content of this Agreement or limit the provisions or scope of any section or paragraph hereof. 32. PRONOUNS. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular, or plural as the identity of the person or entity may require. 33. SEVERABILITY. Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but in the event that any provision of this Agreement shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. 34. EXHIBITS. All of the Exhibits annexed hereto are incorporated herein by reference and form a part of this Agreement. 35. USE OF THE WORD "HEREIN". Use of the words "herein," "hereof," "hereunder" and any other words of similar import refer to this Agreement as a whole and not to any particular article, section or other paragraph of this Agreement unless specifically noted otherwise in this Agreement. 36. THIRD PARTIES. This Agreement shall not be deemed to confer in favor of any third parties any rights whatsoever as third-party beneficiaries, the parties hereto intending by the provisions hereof to confer no such benefits or status. 37. CONFIDENTIALITY. Purchaser and Seller expressly acknowledge and agree that this Agreement, all financial information regarding Purchaser and any documents and information exchanged between Purchaser and Seller shall be confidential in nature and shall be kept in strict confidence. Purchaser and Seller agree that such confidential materials shall only be transmitted 12 to Purchaser's and Seller's representatives and their respective lenders who need to know the information in the materials for the purpose of evaluating the Property or to prepare to close the transactions contemplated hereby. Purchaser and Seller, for the benefit of each other, hereby agree prior to the Closing Date, they will not release or cause or permit to be released any press notices, publicity (oral or written) or advertising promotion relating to, or otherwise announce or disclose or cause or permit to be announced or disclosed, in any manner whatsoever, the terms, conditions, or substance of this Agreement or the transactions contemplated herein, without first obtaining the written consent of the other parties hereto. 38. ATTORNEY'S FEES. In any action at law or in equity, including an action for declaratory relief, brought to enforce or interrupt the provisions of this Agreement, the prevailing party shall be entitled to recover reasonable attorney's fees from the other party, which fees may be set by the court in the trial of such action or may be enforced in a separate action brought for that purpose, and which fees shall be in addition to any other relief which may be awarded. [Signature page to Real Estate Sale and Purchase Agreement] IN WITNESS WHEREOF, the parties have executed this Agreement, or caused this Agreement to be executed, to be effective as of Effective Date. SELLER: /s/ Charles B. Hicks -------------------------------------- Charles B. Hicks PURCHASER: Ronald A. Potts By /s/ Ronald A. Potts ------------------------------------ Name --------------------------------- Title --------------------------------- [Signatures continued on following page] 13 [Signature page to Real Estate Sale and Purchase Agreement] The undersigned Escrow Agent hereby acknowledges receipt of the Earnest Money referred to in Paragraph 2 of the preceding Agreement and agrees to the terms set forth in Paragraph 21 thereof. ESCROW AGENT: --------------------------------------- By ------------------------------------- Name ----------------------------------- Title ---------------------------------- 14 EXHIBIT A LEGAL DESCRIPTION OF PROPERTY EX-10.15 16 g77012exv10w15.txt SECOND AMENDMENT TO REAL ESTATE SALE AGREEMENT EXHIBIT 10.15 SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT THIS SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT, entered into as of the 23rd day of April, 2002, by and between RONALD A. POTTS, an individual and resident of the State of Florida ("Purchaser"), and CHARLES B. HICKS, an individual and resident of the State of Tennessee ("Seller"). W I T N E S S E T H: WHEREAS, the Seller and Purchaser previously entered into that certain Purchase and Sale Agreement for the purchase of certain real property located in McMinn County, Tennessee, dated April 16, 2002, as amended by that certain Amendment to Purchase and Sale Agreements dated April 16, 2002 (as amended, the "Purchase Agreement"); and WHEREAS, Seller and Purchaser desire to amend the Purchase Agreement as set forth hereinbelow: NOW, THEREFORE, for and in consideration of the sum of TEN AND NO/100 DOLLARS ($10.00), the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows: 1. Defined Terms. All capitalized terms used herein shall have the same meaning as in the Purchase Agreement, unless otherwise expressly set forth herein. 2. Conveyance. Section 14(b) of the Purchase Agreement is hereby amended by adding the following language as Section 14(b)(xiii): "Consent of Seller's lender to the assumption of the indebtedness on the Property by Purchaser, in such form as is reasonably acceptable to Purchaser." 3. No Further Modification. Except as expressly modified hereby, the Agreement shall remain unamended and in full force and effect and is hereby ratified and confirmed by the parties hereto. 4. Execution Counterparts. This Agreement may be executed in multiple counterparts and by facsimile signature to be followed by original signature, each of which shall be deemed an original and all such counterparts together shall constitute one and the same instrument. [SIGNATURES APPEAR ON FOLLOWING PAGE] IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed under seal, to be effective as of the date and year first above written. SELLER: CHARLES B. HICKS /s/ Charles B. Hicks ------------------------------- (SEAL) PURCHASER: RONALD A. POTTS /s/ Ronald A. Potts ------------------------------- (SEAL) EX-10.16 17 g77012exv10w16.txt THIRD AMENDMENT TO REAL ESTATE SALE AND AGREEMENT EXHIBIT 10.16 THIRD AMENDMENT TO REAL ESTATE SALE AND PURCHASE AGREEMENT THIS THIRD AMENDMENT TO REAL ESTATE SALE AND PURCHASE AGREEMENT (this "Amendment") is made as of the 24th day of June, 2002, by and between CHARLES B. HICKS, an individual and resident of the State of Tennessee (hereinafter referred to as the "Seller"), and RONALD A. POTTS, an individual and resident of the State of Florida ("hereinafter referred to as "Purchaser"). W I T N E S S E T H T H A T: - - - - - - - - - - - - - -- WHEREAS, Purchaser and Seller are parties to that certain Real Estate Sale and Purchase Agreement dated April 16, 2002, as amended by that certain Amendment to Purchase and Sale Agreements dated April 16, 2002, and as further amended by that certain Second Amendment to Purchase and Sale Agreement dated as of April 23, 2002 (as amended, the "Agreement"), with respect to certain real property located in McMinn County, Tennessee, as more particularly described in the Agreement; and WHEREAS, Purchaser and Seller desire to further modify and amend the Agreement in certain respects; NOW, THEREFORE, for and in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Purchaser and Sellers hereby agree as follows: 1. Defined Terms. All terms used in this Amendment with an initial capital letter which are not otherwise defined herein shall have the meanings given to such terms in the Agreement. 2. Purchase Price. From and after the date hereof, the Agreement is hereby amended by deleting Section 3 in its entirety and inserting the following in lieu thereof: "In consideration for the Property, Purchaser shall pay to Seller the sum of Five Million Four Hundred Thousand and No/100 Dollars ($5,400,000.00) as follows: (a) at Closing, Purchaser shall deliver to Seller a total of Two Million (2,000,000) shares of Oasis Group, Inc. common stock held by Purchaser, which shares shall be subject to the Registration Statement filed by Rainwire Partners, Ltd. on Form S-4 (the "Registration Statement") currently pending with the Securities and Exchange Commission. The shares will also be subject to a lock-up agreement restricting the sale of shares to 200,000 per calendar quarter commencing ninety (90) days after the effective date of the Registration Statement, (b) assume the existing indebtedness in the amount of Six Hundred Thousand and No/100 Dollars ($600,000.00) in favor of and payable to Citizens National Bank of Athens, (c) assume two (2) options of Holiday Group, LLC, with a note payable in the amount of Two Million and No/100 Dollars ($2,000,000.00) to Holiday Group, LLC, and (d) pay the sum of Four Hundred Thousand and No/100 Dollars ($400,000.00) by certified check or by wire transfer of immediately available funds." 3. Ratification. Except as expressly modified hereby, the Agreement shall remain unamended and in full force and effect and is hereby ratified and confirmed by the parties hereto. 4. Counterparts. This Amendment may be executed in multiple counterparts, each of which shall constitute an original and all of which taken together shall constitute one and the same instrument. IN WITNESS WHEREOF, Purchaser and Seller have entered into this Amendment as of the day and year first above written. PURCHASER: /s/ Ronald A. Potts (SEAL) ------------------------------ RONALD A. POTTS Date of Execution: - ------------------------------ SELLER: /s/ Charles B. Hicks (SEAL) ------------------------------ CHARLES B. HICKS Date of Execution: - ------------------------------ 2 EX-10.17 18 g77012exv10w17.txt ASSIGNMENT AND ASSUMPTION OF REAL ESTATE SALE EXHIBIT 10.17 ASSIGNMENT AND ASSUMPTION OF REAL ESTATE SALE AND PURCHASE AGREEMENT This Assignment and Assumption of Real Estate Sale and Purchase Agreement (this "Assignment") is made and entered into as of the 24th day of June, 2002, by and between RONALD A. POTTS, an individual and resident of the State of Florida ("Assignor") and OASIS I-75 I-40, LLC, a Tennessee limited liability company ("Assignee"). W I T N E S S E T H: - - - - - - - - - - For and in consideration of Ten and 00/100 Dollars ($10.00), the terms and conditions of this Assignment and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor does hereby assign, transfer, set over and convey to Assignee all of Assignor's right, title, interest, powers, privileges and benefit in and to that certain Real Estate Sale and Purchase Agreement dated April 16, 2002, by and between Assignor, as "Purchaser," and Charles B. Hicks, an individual and resident of the State of Tennessee, as "Seller", as amended by that certain Amendment to Purchase and Sale Agreements dated April 16, 2002, and as further amended by that certain Second Amendment to Sale and Purchase Agreement dated June 24, 2002 (as amended, the "Contract"), and all of Assignor's right, title and interest in and to all Earnest Money (if any) deposited in connection with the Contract, and Assignee does hereby accept all of the right, title, interest, powers, privileges and benefits of Assignor in and to the Contract and said Earnest Money and hereby assumes and agrees to perform, discharge and fulfill all of the duties and obligations of Assignor under the Contract. IN WITNESS WHEREOF, Assignor and Assignee hereunto set their hands and seals on the day and year first above written. ASSIGNOR: /s/ Ronald A. Potts (SEAL) -------------------------------------- RONALD A. POTTS ASSIGNEE: OASIS I-75 I-40, LLC, a Tennessee limited liability company By: /s/ Ronald A. Potts ----------------------------------------- Name: Ronald A. Potts --------------------------------------- Title: Authorized Representative -------------------------------------- [COMPANY SEAL] EX-10.18 19 g77012exv10w18.txt REAL ESTATE SALE AND PURCHASE AGREEMENT EXHIBIT 10.18 ================================================================================ REAL ESTATE SALE AND PURCHASE AGREEMENT I40\I75 KNOXVILLE By and Between RONALD A. POTTS and CHARLES B. HICKS Date: APRIL 16, 2002 ================================================================================ TABLE OF CONTENTS
Page ---- 1. Agreement of Purchase and Sale ............................................... 1 2. Earnest Money ................................................................ 1 3. Purchase Price ............................................................... 1 4. Feasibility Period ........................................................... 1 5. Due Diligence Documents ...................................................... 2 6. Survey ....................................................................... 3 7. Title ........................................................................ 3 8. Property Inspection .......................................................... 4 9. Condition of the Property and Operation of the Property Prior to Closing ..... 4 10. Seller's Representations and Warranties ...................................... 4 11. Purchaser's Representations and Warranties ................................... 6 12. Seller's Obligations Pending Closing ......................................... 6 13. Closing ...................................................................... 7 14. Conveyance ................................................................... 7 15. Possession ................................................................... 8 16. Settlement Costs and Adjustments ............................................. 8 17. Condemnation ................................................................. 9 18. Seller's Remedy .............................................................. 9 19. Purchaser's Remedies ......................................................... 10 20. Real Estate Commissions ...................................................... 10 21. Escrow Agent ................................................................. 10 22. Time Period .................................................................. 10 23. Notices ...................................................................... 11 24. Assignment of Interest ....................................................... 11 25. Survival ..................................................................... 11 26. Construction ................................................................. 11 27. Persons Bound ................................................................ 12 28. Modification/Amendment ....................................................... 12 29. Counterparts ................................................................. 12 30. Waiver ....................................................................... 12
31. Captions ..................................................................... 12 32. Pronouns ..................................................................... 12 33. Severability ................................................................. 12 34. Exhibits ..................................................................... 12 35. Use of the Word "Herein" ..................................................... 12 36. Third Parties ................................................................ 12 37. Confidentiality .............................................................. 12 38. Attorney's Fees .............................................................. 13

ii REAL ESTATE SALE AND PURCHASE AGREEMENT This REAL ESTATE SALE AND PURCHASE AGREEMENT ("Agreement") is made and entered into as of the ____ day of April 2002 (the "Effective Date"), by and between RONALD A. POTTS, an individual residing in the state of Florida ("Purchaser" or "Potts"), and Charles B. Hicks, an individual residing in the state of Tennessee or assignee (the "Seller"). 1. AGREEMENT OF PURCHASE AND SALE. Seller hereby agrees to sell to Purchaser, and Purchaser hereby agrees to purchase from Seller, the "Land," "Ancillary Rights" and "Improvements" (hereinafter called the "Property ") located in Tennessee, as more specifically described in attached Exhibit A, together with all right, title and interest of Seller in and to any trade or business name (hereinafter collectively called the "Trade Name") used in connection with the operation of the business conducted by Seller at the Land; and all easements, appurtenances, rights, privileges, reservations and tenements belonging or pertaining to any of the foregoing. The foregoing items are hereinafter collectively called the "Property." 2. EARNEST MONEY. On the Effective Date, Purchaser will deposit One Thousand Dollars ($1,000) (the "Earnest Money") with JOYCE, MERIDETH, FLITCROFT & NORMAN TITLE COMPANY (the "Escrow Agent"), located at 30 Kentucky Avenue, Oakridge, Tennessee 32830, to be held in trust on the terms herein set forth for the mutual benefit of the parties hereto. The Earnest Money shall be refunded to the Purchaser if Purchaser decides, for any reason, to not proceed with the purchase of the Property at any time prior to the expiration of the Feasibility Period (as defined herein). At the Closing the Earnest Money shall be applied to the Purchase Price. As used in this Agreement, the term "Refund" shall mean the Earnest Money, with interest, shall be returned to Purchaser except for the $100, which Title Company shall deliver to Seller as consideration for Seller's entering into this Agreement. 3. PURCHASE PRICE. In consideration for the Property, Purchaser shall pay Seller the sum of Three Million Three Hundred Thousand Dollars ($3,300,000) as follows: (a) At the Closing, Purchaser shall deliver to Seller the sum of Seven Hundred Thousand (700,000) shares of Oasis Group, Inc. common stock held by Ronald A. Potts valued at Three Dollars per share, (b) assume One Million Two Hundred Thousand debt ($1,200,000). 4. FEASIBILITY PERIOD. The "Feasibility Period" shall begin upon receipt of all of the Due Diligence Information by Purchaser. The Feasibility Period shall last for 30 (30) days. During the Feasibility Period, the Purchaser shall review the Due Diligence Documents, the Survey, and the Preliminary Title Report, perform any Property Inspections deemed necessary by Purchaser, and perform any other reviews or inspections deemed necessary by Purchaser to complete its Feasibility Analysis. 5. DUE DILIGENCE DOCUMENTS. Seller shall, prior to the beginning of the Feasibility Period or as soon as commercially practicable after the Effective Date, provide to Purchaser the following: (a) Any and all environmental reports, site assessments or governmental notices relating to the environmental condition of the Property which are in the possession of Seller (collectively, the "Environmental Report"); (b) Any and all surveys pertaining to the Property including boundary topographic and tree surveys; (c) Copies of any and all correspondence or notices regarding the Property's compliance or failure to comply with any governmental ordinance, code or regulation pertaining thereto; (d) A copy of any and all permits, licenses and similar documents relating to the Property; (e) Current agreement(s) with owner/partner(s) and preliminary title reports; (f) Current property tax bills; (g) Subdivision maps, with conditions; (h) All current covenants, conditions and restrictions relating to the Property including public subdivision; (i) Any soil, biological, geological and engineering reports; (j) EIR, specific plan(s) and conditions of approval; (k) Governmental zoning letter, will serve letters and development agreements; (l) Plans/costs regarding grading, improvements, landscape and building architecture; (m) Any other obligations of the ultimate lot buyers, including fees, design guidelines, bonds, or dues, plus limitations for the Purchaser; (n) Any agreements between the Seller and the community residents that obligate the Purchaser to perform in any way for such residents, the local authority, and/or Homeowner's Associations; (o) All disclosures regarding any significant impact on the Property (i.e., faults, flood zones, moratoria, etc.). The foregoing information shall hereinafter be referred to as the "Due Diligence Information"; however; the enumeration of the Due Diligence Information above shall not be 2 construed to limit the information that Purchaser may require to conduct its evaluation of the Property. If, after reviewing the Due Diligence Information, Purchaser deems it necessary to receive additional information from Seller, then all such additional information shall also be referred to as the "Due Diligence Information." 6. SURVEY. During the Feasibility Period, Purchaser will have the right to enter onto the Property to have a new survey of the Property prepared or to have Seller's survey of the Property updated at Purchaser's expense. If the survey prepared or updated as provided above (the "Survey") shows matters affecting marketability of title to the Property, Purchaser may object thereto prior to the expiration of the Feasibility Period. Seller will have until Closing to cure such matters; provided, however, that Seller will have until five (5) business days after receipt of Purchaser's objections in which to indicate to Purchaser in writing any and all of such matters which Seller will decline to cure. 7. TITLE. (a) Seller shall convey to Purchaser at Closing good and marketable fee simple title in and to the Property. For the purposes of this Agreement, "good and marketable fee simple title" shall mean fee simple ownership which is: (i) free of all claims, liens and encumbrances of any kind or nature whatsoever other than the Permitted Title Exceptions (as defined below); and (ii) insurable by Joyce, Merideth, Flitcroft & Norman Title Insurance Company (the "Title Company"), at then-current standard rates under the standard form of ALTA owner's policy of title insurance (ALTA Form B-1992), with the standard or printed exceptions therein deleted and without exception other than for the Permitted Exceptions (the "Title Policy"). For the purposes of this Agreement, the term "Permitted Title Exceptions" shall mean: (A) current city, state and county ad valorem taxes not yet due and payable; (B) easements for the installation or maintenance of public utilities serving only the Property; (C) any other matters disclosed by the most current survey then available except for such survey matters as Seller is obligated to cure pursuant to this Agreement; and (D) any matter Purchaser agrees to in writing. (b) Within 10 days after the Effective Date, Seller shall, at Seller's sole cost and expense, cause the Title Company to issue and deliver to Purchaser a written commitment (the "Preliminary Title Report") to issue the Title Policy in the full amount of the fair market value of the Property. Seller shall pay the premium for the Title Policy at or before the Closing. Purchaser agrees to pay for the additional cost of an extended ALTA policy of title insurance, with a mechanic's lien binder in the amount of the Purchase Price. (c) If the Preliminary Title Report reveals non-Permitted Title Exceptions, or any title defects, Purchaser may object by notifying Seller in writing within five (5) days after the date of receipt of the Preliminary Title Report. Seller will have until five (5) business days after receipt of Purchaser's objections in which to indicate to Purchaser in writing any non-Permitted Title Exceptions raised by Purchaser, which Seller will not cure. All other matters must be cured prior to Closing and Seller shall pay at or prior to Closing any and all liens, judgments and mortgages. If there are any items Seller 3 declines to cure, within five (5) business days after receipt by Purchaser of Seller's response to Purchaser's notice, Purchaser shall deliver notice to Seller in which Purchaser elects, with respect to such items, to either (i) accept the Property with such matters as Seller declines to cure with no change in the terms of this Agreement, or (ii) decline to accept the Property with such matters. If Purchaser declines to accept the Property pursuant to option (ii) above, then, except as expressly provided herein, this Agreement will be null and void, and the Title Agent shall refund of all Earnest Money to Purchaser, whereupon, the parties will have no further rights, duties, obligations or liabilities to one another under this Agreement. 8. PROPERTY INSPECTION. (a) Purchaser and Purchaser's agents or contractors shall have the right during the Feasibility Period to enter the Property at reasonable times for the purpose of inspecting, testing and appraising the Property and to review all books and records, contracts and other operating documents relating to the Property, upon reasonable notice to Seller. Seller shall provide access to all areas at the Property. Purchaser shall keep the Property free and clear of any mechanic or material man's liens arising out of such entry. 9. CONDITION OF THE PROPERTY AND OPERATION OF THE PROPERTY PRIOR TO CLOSING. Seller agrees that on the Date of Closing the Property shall be in the same physical condition as on the date of Purchaser's inspection of the Property. In the event that there is a material change in the condition of the Property between the date that Purchaser conducts its inspection and the Date of Closing, then Purchaser shall have the option of terminating this Agreement and all Earnest Money shall be returned to Purchaser and neither party shall have any further obligation hereunder. Prior to Closing, Seller shall be responsible for and shall maintain the property at Seller's sole cost and expense. Seller shall indemnify and hold Purchaser harmless against all claims which may be made relating to Seller's ownership or operation of the Property and any acts or omissions occurring during Seller's ownership of the Property including all obligations, losses, damages, penalties, costs and expenses related thereto (including, but not limited to, Purchaser's reasonable attorney's fees). Purchaser shall indemnify and hold Seller harmless against all claims which may be made relating to Purchaser's ownership or operation of the Property and any acts or omissions occurring during Purchaser's ownership of the Property including all obligations, losses, damages, penalties, costs and expenses related thereto (including, but not limited to, Seller's reasonable attorney's fees). 10. SELLER'S REPRESENTATIONS AND WARRANTIES. As of the Effective Date (unless a different date is specified), Seller represents and warrants to Purchaser that: (a) No person, firm, or entity (except as may be set forth in this Agreement) has any rights in or right to acquire the Property or any part thereof. (b) Seller has received no written notice and has no knowledge of any actual or threatened action, litigation, rezoning, condemnation or proceeding by any person, entity or governmental agency, which would affect the Property. 4 (c) Seller has received no written notice and has no knowledge of any governmental assessments concerning the Property, which are unpaid. (d) Seller has no knowledge of and has received no written notice of any violation of law, municipal or county ordinances or codes, or other legal requirements with respect to the Property. (e) The Property does not violate environmental laws applicable to it and Seller has not used the Property for the generation, storage or handling of hazardous materials or contaminants and there has been no release of a hazardous substance on or from the Property. (f) Seller is or, as of the Closing Date will be, the owner of fee simple, marketable title to the Property. (g) None of the lots are located in a flood plain area. (h) No improvements or repairs have been made or will be made to the Property on behalf of the Seller during the 90 days immediately preceding the Closing Date which will not be paid for in full as of the Closing Date, and there will be no outstanding bills incurred for labor, services and materials used in making improvements or repairs on the Property on behalf of Seller or for services of architects, surveyors or engineers engaged by Seller. (i) As of the Closing Date, there will be no unpaid bills or liens for past due taxes or assessments of any nature, for any paving, sidewalk, curbing, water, sewer, street improvements, other utilities or other services provided for the benefit of the Seller on the Property of any kind against the Property, other than those items which are pro-rated in connection with Closing. (j) Seller has made no representations to any county or local authorities or any homeowners in the community regarding the type or style of the development of the Property, except, if any, for those disclosed in writing to Purchaser during the Feasibility Period. (k) All labor performed and materials supplied for the Property have been fully paid by Seller, and any person for such labor or materials may claim no mechanic's lien or any other lien. (l) Seller has no knowledge or information of any facts, circumstances, or other conditions, which do or would in any way adversely affect the Property, or the successful operation of the Property, except as specifically provided to Purchaser in writing during the Feasibility Period. All of the representations and warranties of Seller shall be true and correct as of the Closing Date and Seller shall re-certify the representations and warranties on the Closing Date and shall indemnify and hold harmless the other party for any and all loss, damages, costs or 5 liabilities incurred due to the inaccuracy thereof. This indemnity shall survive the Closing for a period of one (1) year. 11. PURCHASER'S REPRESENTATIONS AND WARRANTIES. As of the Effective Date (unless a different date is specified), Purchaser represents and warrants to Seller that: (a) Potts is an individual in good standing under the laws of the State of Tennessee, and has the full power and authority necessary to execute, deliver and perform its obligations under this Agreement and the other documents and instruments to be executed and delivered by Potts pursuant to this Agreement (the "Agreement Documents"). Potts is duly qualified to do business and is in good standing in Wisconsin, which includes every state of the United States in which the conduct of the business and the ownership of such properties and assets requires him to be so qualified. (b) The execution, delivery and performance of the Agreement Documents to be executed and delivered by Potts have been duly authorized by all necessary action on the part of Potts. The Agreement Documents to be executed and delivered by Potts have been or will be, as the case may be, duly executed and delivered by Potts and constitute or will constitute the legal, valid and binding obligations of Potts, enforceable in accordance with their respective terms, except as may be limited by bankruptcy, insolvency, or other laws affecting creditors' rights generally, or as may be modified by a court of equity. (c) The execution, delivery and performance by Potts of the Agreement Documents to be executed and delivered by Potts: (a) do not require the consent of or notice to any third party; (b) do not conflict with any provision of Potts' articles o organization or operating agreement; and (c) do not violate any law, ordinance, regulation, ruling, judgment, order or injunction of any court or governmental instrumentality to which Potts is subject or by which Potts or any of his respective properties are bound. All of the representations and warranties of Purchaser shall be true and correct as of the Closing Date and Purchaser shall rectify the representations and warranties on the Closing Date and shall indemnify and hold harmless the other party for any and all loss, damages, costs or liabilities incurred due to the inaccuracy thereof. This indemnity shall survive the Closing for a period of one (1) year. 12. SELLER'S OBLIGATIONS PENDING CLOSING. Between the Effective Date and the Closing Date (or termination hereof), Seller shall: (a) Use all reasonable efforts as may be necessary to effect the transactions contemplated by this Agreement. (b) Maintain the Property in the same manner as is presently done, subject to normal wear and tear, casualty, and condemnation. (c) Maintain existing insurance coverage or its equivalent in force with respect to the Property. 6 (d) Not convey or contract to convey or voluntarily encumber the Property or any portion thereof or interest therein. (e) Not enter into any contract that will be an obligation affecting the Property or any part thereof subsequent to the closing without Purchaser's prior written consent which Purchaser agrees not to unreasonably withhold or delay. (f) Cooperate with, and assist in Purchaser's efforts to obtain access to governmental agencies that have approval authority concerning the development of the Property. (g) Perform all acts reasonably necessary to ensure the assignment and transfer of any development and underground rights and concessions from Seller to Purchaser at the Closing. 13. CLOSING. The closing of the transactions contemplated hereby (the "Closing") shall occur on a date agreed to by the parties on a date not more than thirty (30) days after the expiration of the Feasibility Period (the "Closing Date"). 14. CONVEYANCE. (a) At the Closing, the parties will execute and deliver all deeds and other documents necessary to consummate the transactions contemplated by this Agreement, as more specifically set forth in this section. (b) At Closing, Seller shall convey the Property subject only to the Permitted Survey Exceptions and the Permitted Title Exceptions (collectively, the "Permitted Exceptions") and deliver to Purchaser the following documents (all of which shall be duly executed, sealed, witnessed and notarized where required): (i) General Warranty Deed (the "Deed") conveying title to the Land and Improvements subject only to the Permitted Exceptions. (ii) An assignment of any and all contracts affecting the Property, together with any security or other deposits pertaining thereto. (iii) Blanket assignment and transfer of any and all assignable warranties and guarantees from any contractors, subcontractors, suppliers, manufacturers or distributors relating to the Property. (iv) The original of any and all assignable licenses and permits related to the Property. (v) An affidavit establishing that Seller is not a "foreign person" for withholding purposes under the Internal Revenue Code. (vi) A reaffirmation of Seller's representations and warranties in Paragraph 10 hereof. 7 (vii) An affidavit sufficient to cause Purchaser's title insurer to remove standard printed exceptions in its title policy for mechanic's liens, broker's liens, and rights of parties in possession. (viii) If the Survey has a legal description different than that contained in Exhibit A, a quitclaim deed based on the Updated Survey. (ix) A closing statement. (x) A termination of any and all contracts related to the Property. (xi) A certificate dated as of the Closing Date signed by certifying that the representations and warranties of Seller set forth herein are true and correct in all material respects as of the Closing Date and that Seller has fulfilled all of the conditions in the Agreement. (xii) Such other documentation as may be reasonably required of Seller to effect the consummation of the transactions contemplated hereby. (xiii) At Closing, Purchaser shall deliver to Seller the following (all of which shall be duly executed, sealed, witnessed and notarized where required): (xiv) The total purchase price. (xv) A copy of a good standing certificate regarding Oasis certified by the Secretary of State of Tennessee, dated within thirty (30) days prior to Closing. (xvi) A copy of a Resolution of the Board of Directors, Managing Member or General Partner of Purchaser authorizing the transactions contemplated herein, the execution and delivery of all documents required to effectuate such, and designating the person authorized to execute and deliver such documents on behalf of Purchaser, together with a Certificate of Incumbency with respect to such officers. In the event that Purchaser is an entity other than a corporation, Purchaser shall deliver certifications equivalent to those required by the preceding sentence with respect to such entity. (c) At Closing, Title Agent will apply the Earnest Money toward the Purchase Price. 15. POSSESSION. Seller shall give possession of the Property to Purchaser on the Closing Date. 16. SETTLEMENT COSTS AND ADJUSTMENTS. (a) Each party shall be responsible for its respective attorneys' fees incurred by it in connection with this Agreement and the transactions contemplated hereby. Purchaser shall be responsible for the costs of any and all audits, tests, surveys or inspections of the Property, which it desires to make; intangible tax on any security 8 instrument recorded on behalf of Purchaser in connection with this Agreement. Purchaser and Seller shall each be responsible for one-half (1/2) of any title company escrow or investment fees with respect to the Earnest Money. Seller shall be responsible for any and all transfer taxes with respect to the General Warranty Deed; any title examination fees and premiums in connection with obtaining title insurance on the Property; and any and all recording costs. (b) The following items shall be prorated and adjusted between Seller and Purchaser as of 11:59 p.m. on the date before the Closing Date: (i) All general real estate, personal property and sanitary taxes, which are liens upon the Property for the year of Closing, shall be prorated on the basis of the most recent ascertainable tax bill. Such taxes shall be adjusted, if necessary, when the actual tax bills for the period covered by the proration shall become available, and the appropriate payment or credit shall be made between the Purchaser and Seller within ten (10) days after demand. Seller shall pay all assessments due and payable prior to the Closing Date; Purchaser shall be responsible for those becoming payable thereafter; and (ii) No capital expenses will be prorated, Seller will pay for any prepayment fees, recording costs, and other costs incurred by Seller in connection with satisfaction of any mortgage and other title matters it agrees to cure, and, to the extent bills for expenses for which Seller is responsible have not been received by Closing, Seller will reimburse Purchaser within 10 days after demand (accompanied by a copy of the bill in question). 17. CONDEMNATION. If on or before the Closing Date eminent domain proceedings are instituted, or a notice of condemnation is given, with respect to all or a portion of the Property, Seller shall promptly notify Purchaser thereof. Purchaser shall have the right to terminate this Agreement by giving written notice to Seller at any time after receiving written notice from the Seller, but not later than twenty (20) days after receipt of such notice from Seller, and in the event Purchaser exercises such right to terminate this Agreement, the Escrow Agent shall make a Refund of all Earnest Money to Purchaser, whereupon no party hereto shall have any further rights, obligations or liabilities hereunder. In the event of any eminent domain proceedings, and provided Purchaser has not elected to terminate this Agreement, the General Warranty Deed shall be subject to any such eminent domain proceeding, such taking shall be deemed a Permitted Exception, and Seller shall deliver to Purchaser on the Closing Date an assignment in a form satisfactory to Purchaser of all of Seller's right, title and interest in and to any eminent domain award. 18. SELLER'S REMEDY. If all of the conditions to Purchaser's obligation to purchase the Property have been fulfilled or waived in writing by Seller and if Purchaser defaults in performing under this Agreement, and such default is for any other reason than Seller's default, Seller shall be entitled to payment of the Earnest Money and interest thereon, not as a penalty, but for full liquidation of damages, the parties declaring and agreeing that actual damages are impossible to ascertain and that such is and represents a reasonable forecast and settlement of such damages of Seller, reached after negotiation between the parties. The parties agree that the 9 sum stated above is liquidated damages and shall be in lieu of any other relief to which the Seller might otherwise be entitled by virtue of this Agreement or by operation of law or otherwise, and shall represent Seller's sole and exclusive remedy for such breach by Purchaser. 19. PURCHASER'S REMEDIES. In the event that Seller defaults in performing under this Agreement and such default is not waived in writing by Purchaser or should any of Seller's warranties or representations be untrue in any material respect, Purchaser shall elect either of the following as Purchaser's sole and exclusive remedy for such breach: (a) Terminate this Agreement by written notice delivered to Seller on or before the Closing Date, in which case the Escrow Agent shall Refund all Earnest Money and interest thereon to Purchaser, whereupon neither party shall have any further rights or remedies with respect to this Agreement; or (b) Seek specific performance of this Agreement against Seller. Notwithstanding the foregoing, to the extent Seller has provided an express warranty or indemnification, Purchaser's remedies will not be limited by this Paragraph. 20. REAL ESTATE COMMISSIONS. Seller covenants and represents to Purchaser that no brokers are claiming by, through or under Seller and none are entitled to be paid a finder's fee, cooperation fee, commission or other brokerage-type fee or similar compensation in connection with this Agreement and the transactions contemplated hereby ("Brokerage Compensation"), and that Seller has not had any dealings or agreements with any other individual or entity in connection therewith. Purchaser covenants and represents to Seller that ("Buyer's Brokers") no brokers are claiming by, through or under Purchaser and none are entitled to be paid Broker's Compensation, and that Purchaser has not had any dealings or agreements with any other individual or entity in connection therewith. If any person or entity shall assert a claim to such a fee or compensation against either Seller or Purchaser on account of alleged employment as a finder, consultant or broker, then the party to this Agreement by, through or under whom the person or entity claims such employment shall indemnify, defend and hold harmless the other party against and from any and all such claims and all costs, expenses and liabilities incurred in connection with such claim or any action or proceeding brought thereon. The agreement contained in this Paragraph shall survive the Closing or the earlier termination hereof. 21. TITLE COMPANY. Title Agent hereby accepts its designation as Title Agent hereunder, acknowledges receipt of the Earnest Money, and agrees to hold and disburse the Earnest Money as herein provided. Title Agent shall not be liable for any acts taken in good faith, shall only be liable for its willful default or action, or gross negligence, and may, in its sole discretion, rely in good faith upon the written notices, communications, orders or instructions given by any party hereto. 22. TIME PERIOD. Time is of the essence in this Agreement. Provided, however, that if the time within which any action, consent, approval or other activity contemplated, expires on a Saturday, Sunday or a national bank holiday, such time period shall automatically be deemed extended to the first day after the scheduled termination of such time period which is not a Saturday, Sunday or national bank holiday. 10 23. NOTICES. All notices required or permitted to be given hereunder shall be in writing, delivered in person or sent by reputable overnight carrier for next business day delivery or by facsimile (for which receipt has been confirmed by the sender pursuant to the telefax machine's confirmation software), and shall be effective on receipt. Notice shall be directed as follows: To Seller: CHARLES B. HICKS P. O. Box 60 Oakridge, TN 37830 Telephone: 865-483-5715 Facsimile: 865-482-9639 To Purchaser: RONALD A. POTTS 490 Regatta Bay Blvd. Destin, FL 32541 Telephone: 850-269-3804 Facsimile: 850-269-3806 With a copy To: Oasis Group, Inc. 2020 Federal Road Roswell, GA 30075 Attention: Peggy A. Evans Telephone: 770-594-8717 Facsimile: 770-649-1317 With a copy To: GREENBERG TRAURIG, LLP The Forum, Suite 400 3290 Northside Parkway, N.W. Atlanta, GA 30327 Attention: Robert E. Altenbach, Esq. Telephone: 678-553-2440 Facsimile: 678-553-2188 To Title Company: JOYCE, MERIDETH, FLITCROFT & NORMAN 30 Kentucky Avenue Oakridge, TN 32830 Attention: David Flitcroft Telephone: 865-482-2486 Facsimile: --------------- 24. ASSIGNMENT OF INTEREST. Until Closing or the earlier termination hereof Seller shall not assign its right, title or interest in and to the Property. Purchase may not assign its right title and interest in and to this Agreement without the prior written consent of Seller. Notwithstanding the foregoing Purchaser may, without the consent of Seller, assign this Agreement to an entity under control or under common control of Purchaser. 11 25. SURVIVAL. The representations and warranties made herein shall survive the closing of the transactions contemplated hereby for one (1) year. 26. CONSTRUCTION. This Agreement shall be governed by, interpreted, construed and enforced in accordance with the laws of the State of Tennessee. Seller and Purchaser acknowledge that they have both participated in the drafting of this Agreement and that neither Seller nor Purchaser shall be entitled to the benefit of the legal principle that a document is to be construed against the person drafting it. 27. PERSONS BOUND. This Agreement will bind and inure to the benefit of the parties and their respective successors and permitted assigns. 28. MODIFICATION/AMENDMENT. This Agreement contains the entire agreement of the parties, supersedes all prior negotiations and agreements between the parties, and may not be modified or amended except by a writing executed by Seller and Purchaser. 29. COUNTERPARTS. This Agreement may be executed in one or more counterparts each of which shall be deemed an original but all of which shall constitute one and the same Agreement, or plural as the identity of the person or entity may require. 30. SEVERABILITY. Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but in the event that any provision of this Agreement shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. 31. EXHIBITS. All of the Exhibits annexed hereto are incorporated herein by reference and form a part of this Agreement. 32. THIRD PARTIES. This Agreement shall not be deemed to confer in favor of any third parties any rights whatsoever as third-party beneficiaries, the parties hereto intending by the provisions hereof to confer no such benefits or status. 33. CONFIDENTIALITY. Purchaser and Seller expressly acknowledge and agree that this Agreement, all financial information regarding Purchaser and any documents and information exchanged between Purchaser and Seller shall be confidential in nature and shall be kept in strict confidence. Purchaser and Seller agree that such confidential materials shall only be transmitted to Purchaser's and Seller's representatives and their respective lenders who need to know the information in the materials for the purpose of evaluating the Property or to prepare to close the transactions contemplated hereby. Purchaser and Seller, for the benefit of each other, hereby agree prior to the Closing Date, they will not release or cause or permit to be released any press notices, publicity (oral or written) or advertising promotion relating to, or otherwise announce or disclose or cause or permit to be announced or disclosed, in any manner whatsoever, the terms, conditions, or substance of this Agreement or the transactions contemplated herein, without first obtaining the written consent of the other parties hereto. 34. ATTORNEY'S FEES. In any action at law or in equity, including an action for declaratory relief, brought to enforce or interrupt the provisions of this Agreement, the prevailing 12 party shall be entitled to recover reasonable attorney's fees from the other party, which fees may be set by the court in the trial of such action or may be enforced in a separate action brought for that purpose, and which fees shall be in addition to any other relief which may be awarded. [Signature page to Real Estate Sale and Purchase Agreement] IN WITNESS WHEREOF, the parties have executed this Agreement, or caused this Agreement to be executed, to be effective as of Effective Date. SELLER: /s/ Charles B. Hicks ---------------------------------------- Charles B. Hicks PURCHASER: Ronald A. Potts By /s/ Ronald A. Potts ------------------------------------ Name ----------------------------------- Title ---------------------------------- [Signatures continued on following page] 13 [Signature page to Real Estate Sale and Purchase Agreement] The undersigned Escrow Agent hereby acknowledges receipt of the Earnest Money referred to in Paragraph 2 of the preceding Agreement and agrees to the terms set forth in Paragraph 21 thereof. ESCROW AGENT: ---------------------------------------- By ------------------------------------ Name ----------------------------------- Title ---------------------------------- 14 EXHIBIT A LEGAL DESCRIPTION OF PROPERTY EX-10.19 20 g77012exv10w19.txt SECOND AMENDMENT TO REAL ESTATE SALE AGREEMENT EXHIBIT 10.19 SECOND AMENDMENT TO REAL ESTATE SALE AND PURCHASE AGREEMENT THIS SECOND AMENDMENT TO REAL ESTATE SALE AND PURCHASE AGREEMENT (this "Amendment") is made as of the 24th day of June, 2002, by and between CHARLES B. HICKS, an individual and resident of the State of Tennessee (hereinafter referred to as the "Seller"), and RONALD A. POTTS, an individual and resident of the State of Florida (hereinafter referred to as "Purchaser"). W I T N E S S E T H T H A T: WHEREAS, Purchaser and Seller are parties to that certain Real Estate Purchase and Sale Agreement dated April 16, 2002, as amended by that certain Amendment to Purchase and Sale Agreements dated April 16, 2002 (as amended, the "Agreement"), with respect to certain real property located in Knox County, Tennessee, as more particularly described in the Agreement; and WHEREAS, Purchaser and Seller desire to further modify and amend the Agreement in certain respects; NOW, THEREFORE, for and in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Purchaser and Sellers hereby agree as follows: 1. Defined Terms. All terms used in this Amendment with an initial capital letter which are not otherwise defined herein shall have the meanings given to such terms in the Agreement. 2. Purchase Price. From and after the date hereof, the Agreement is hereby amended by deleting Section 3 in its entirety and inserting the following in lieu thereof: "In consideration for the Property, Purchaser shall pay to Seller the sum of One Million Four Hundred Thousand and No/100 Dollars ($1,400,000.00) as follows: at Closing, Purchaser shall (i) pay to Seller Fifty Thousand and No/100 Dollars ($50,000.00) in immediately available funds, and (ii) assume the existing indebtedness with respect to the Property in the amount of One Million Three Hundred Fifty-Thousand and No/100 Dollars ($1,350,000.00)." 3. Ratification. Except as expressly modified hereby, the Agreement shall remain unamended and in full force and effect and is hereby ratified and confirmed by the parties hereto. 4. Counterparts. This Amendment may be executed in multiple counterparts, each of which shall constitute an original and all of which taken together shall constitute one and the same instrument. [SIGNATURES APPEAR ON FOLLOWING PAGE] IN WITNESS WHEREOF, Purchaser and Seller have entered into this Amendment as of the day and year first above written. PURCHASER: /s/ Ronald A. Potts (SEAL) ------------------------------ RONALD A. POTTS Date of Execution: - ------------------------------ SELLER: /s/ Charles B. Hicks (SEAL) ------------------------------ CHARLES B. HICKS Date of Execution: - ------------------------------ 2 EX-10.20 21 g77012exv10w20.txt ASSIGNMENT AND ASSUMPTION OF REAL ESTATE SALE EXHIBIT 10.20 ASSIGNMENT AND ASSUMPTION OF REAL ESTATE SALE AND PURCHASE AGREEMENT This Assignment and Assumption of Real Estate Sale and Purchase Agreement (this "Assignment") is made and entered into as of the 24th day of June, 2002, by and between RONALD A. POTTS, an individual and resident of the State of Florida ("Assignor") and OASIS ROUTE 66, LLC, a Tennessee limited liability company ("Assignee"). W I T N E S S E T H: - - - - - - - - - - For and in consideration of Ten and 00/100 Dollars ($10.00), the terms and conditions of this Assignment and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor does hereby assign, transfer, set over and convey to Assignee all of Assignor's right, title, interest, powers, privileges and benefit in and to that certain Real Estate Sale and Purchase Agreement dated April 16, 2002, by and between Assignor, as "Purchaser," and Charles B. Hicks, an individual and resident of the State of Tennessee, as "Seller", as amended by that certain Amendment to Purchase and Sale Agreements dated April 16, 2002, and as further amended by that certain Second Amendment to Sale and Purchase Agreement dated as of April 23, 2002 (as amended, the "Contract"), and all of Assignor's right, title and interest in and to all Earnest Money (if any) deposited in connection with the Contract, and Assignee does hereby accept all of the right, title, interest, powers, privileges and benefits of Assignor in and to the Contract and said Earnest Money and hereby assumes and agrees to perform, discharge and fulfill all of the duties and obligations of Assignor under the Contract. IN WITNESS WHEREOF, Assignor and Assignee hereunto set their hands and seals on the day and year first above written. ASSIGNOR: /s/ Ronald A. Potts (SEAL) -------------------------------------- RONALD A. POTTS ASSIGNEE: OASIS ROUTE 66, LLC, a Tennessee limited liability company By: /s/ Ronald A. Potts ----------------------------------------- Name: Ronald A. Potts --------------------------------------- Title: Authorized Representative -------------------------------------- [COMPANY SEAL] EX-10.21 22 g77012exv10w21.txt REAL ESTATE SALE AND PURCHASE AGREEMENT EXHIBIT 10.21 REAL ESTATE SALE AND PURCHASE AGREEMENT ROUTE 66 - SEVIERVILLE By and Between RONALD A. POTTS and CHARLES B. HICKS Date: APRIL 16, 2002 ================================================================================ Table of Contents
Page 1. Agreement of Purchase and Sale..........................................................................1 2. Earnest Money...........................................................................................1 3. Purchase Price..........................................................................................1 4. Feasibility Period......................................................................................1 5. Due Diligence Documents.................................................................................2 6. Survey..................................................................................................3 7. Title...................................................................................................3 8. Property Inspection.....................................................................................4 9. Condition of the Property and Operation of the Property Prior to Closing................................4 10. Seller's Representations and Warranties.................................................................4 11. Purchaser's Representations and Warranties..............................................................6 12. Seller's Obligations Pending Closing....................................................................6 13. Closing.................................................................................................7 14. Conveyance..............................................................................................7 15. Possession..............................................................................................8 16. Settlement Costs and Adjustments........................................................................8 17. Condemnation............................................................................................9 18. Seller's Remedy.........................................................................................9 19. Purchaser's Remedies...................................................................................10 20. Real Estate Commissions................................................................................10 21. Escrow Agent...........................................................................................10 22. Time Period............................................................................................10 23. Notices................................................................................................11 24. Assignment of Interest.................................................................................11 25. Survival...............................................................................................11 26. Construction...........................................................................................11 27. Persons Bound..........................................................................................12 28. Modification/Amendment.................................................................................12 29. Counterparts...........................................................................................12
30. Waiver.................................................................................................12 31. Captions...............................................................................................12 32. Pronouns...............................................................................................12 33. Severability...........................................................................................12 34. Exhibits...............................................................................................12 35. Use of the Word "Herein"...............................................................................12 36. Third Parties..........................................................................................12 37. Confidentiality........................................................................................12 38. Attorney's Fees........................................................................................13

ii REAL ESTATE SALE AND PURCHASE AGREEMENT This REAL ESTATE SALE AND PURCHASE AGREEMENT ("Agreement") is made and entered into as of the ____ day of April 2002 (the "Effective Date"), by and between RONALD A. POTTS, an individual residing in the state of Florida ("Purchaser" or "Potts"), and Charles B. Hicks, an individual residing in the state of Tennessee or assignee (the "Seller"). 1. AGREEMENT OF PURCHASE AND SALE. Seller hereby agrees to sell to Purchaser, and Purchaser hereby agrees to purchase from Seller, the "Land," "Ancillary Rights" and "Improvements" (hereinafter called the "Property ") located in Tennessee, as more specifically described in attached Exhibit A, together with all right, title and interest of Seller in and to any trade or business name (hereinafter collectively called the "Trade Name") used in connection with the operation of the business conducted by Seller at the Land; and all easements, appurtenances, rights, privileges, reservations and tenements belonging or pertaining to any of the foregoing. The foregoing items are hereinafter collectively called the "Property." 2. EARNEST MONEY. On the Effective Date, Purchaser will deposit One Thousand Dollars ($1,000) (the "Earnest Money") with JOYCE, MERIDETH, FLITCROFT & NORMAN TITLE COMPANY (the "Escrow Agent"), located at 30 Kentucky Avenue, Oakridge, Tennessee 32830, to be held in trust on the terms herein set forth for the mutual benefit of the parties hereto. The Earnest Money shall be refunded to the Purchaser if Purchaser decides, for any reason, to not proceed with the purchase of the Property at any time prior to the expiration of the Feasibility Period (as defined herein). At the Closing the Earnest Money shall be applied to the Purchase Price. As used in this Agreement, the term "Refund" shall mean the Earnest Money, with interest, shall be returned to Purchaser except for the $100, which Title Company shall deliver to Seller as consideration for Seller's entering into this Agreement. 3. PURCHASE PRICE. In consideration for the Property, Purchaser shall pay Seller the sum of Two Million Seven Hundred Thousand Dollars ($2,700,000) as follows: (a) At the Closing, Purchaser shall deliver to Seller the sum of Three Hundred Thousand (300,000) shares of Oasis Group, Inc. common stock held by Ronald A. Potts valued at Three Dollars per share, and (b) assume debt of $1,800,000. 4. FEASIBILITY PERIOD. The "Feasibility Period" shall begin upon receipt of all of the Due Diligence Information by Purchaser. The Feasibility Period shall last for 30 (30) days. During the Feasibility Period, the Purchaser shall review the Due Diligence Documents, the Survey, and the Preliminary Title Report, perform any Property Inspections deemed necessary by Purchaser, and perform any other reviews or inspections deemed necessary by Purchaser to complete its Feasibility Analysis. 5. DUE DILIGENCE DOCUMENTS. Seller shall, prior to the beginning of the Feasibility Period or as soon as commercially practicable after the Effective Date, provide to Purchaser the following: (a) Any and all environmental reports, site assessments or governmental notices relating to the environmental condition of the Property which are in the possession of Seller (collectively, the "Environmental Report"); (b) Any and all surveys pertaining to the Property including boundary topographic and tree surveys; (c) Copies of any and all correspondence or notices regarding the Property's compliance or failure to comply with any governmental ordinance, code or regulation pertaining thereto; (d) A copy of any and all permits, licenses and similar documents relating to the Property; (e) Current agreement(s) with owner/partner(s) and preliminary title reports; (f) Current property tax bills; (g) Subdivision maps, with conditions; (h) All current covenants, conditions and restrictions relating to the Property including public subdivision; (i) Any soil, biological, geological and engineering reports; (j) EIR, specific plan(s) and conditions of approval; (k) Governmental zoning letter, will serve letters and development agreements; (l) Plans/costs regarding grading, improvements, landscape and building architecture; (m) Any other obligations of the ultimate lot buyers, including fees, design guidelines, bonds, or dues, plus limitations for the Purchaser; (n) Any agreements between the Seller and the community residents that obligate the Purchaser to perform in any way for such residents, the local authority, and/or Homeowner's Associations; (o) All disclosures regarding any significant impact on the Property (i.e., faults, flood zones, moratoria, etc.). The foregoing information shall hereinafter be referred to as the "Due Diligence Information"; however; the enumeration of the Due Diligence Information above shall not be 2 construed to limit the information that Purchaser may require to conduct its evaluation of the Property. If, after reviewing the Due Diligence Information, Purchaser deems it necessary to receive additional information from Seller, then all such additional information shall also be referred to as the "Due Diligence Information." 6. SURVEY. During the Feasibility Period, Purchaser will have the right to enter onto the Property to have a new survey of the Property prepared or to have Seller's survey of the Property updated at Purchaser's expense. If the survey prepared or updated as provided above (the "Survey") shows matters affecting marketability of title to the Property, Purchaser may object thereto prior to the expiration of the Feasibility Period. Seller will have until Closing to cure such matters; provided, however, that Seller will have until five (5) business days after receipt of Purchaser's objections in which to indicate to Purchaser in writing any and all of such matters which Seller will decline to cure. 7. TITLE. (a) Seller shall convey to Purchaser at Closing good and marketable fee simple title in and to the Property. For the purposes of this Agreement, "good and marketable fee simple title" shall mean fee simple ownership which is: (i) free of all claims, liens and encumbrances of any kind or nature whatsoever other than the Permitted Title Exceptions (as defined below); and (ii) insurable by Joyce, Merideth, Flitcroft & Norman Title Insurance Company (the "Title Company"), at then-current standard rates under the standard form of ALTA owner's policy of title insurance (ALTA Form B-1992), with the standard or printed exceptions therein deleted and without exception other than for the Permitted Exceptions (the "Title Policy"). For the purposes of this Agreement, the term "Permitted Title Exceptions" shall mean: (A) current city, state and county ad valorem taxes not yet due and payable; (B) easements for the installation or maintenance of public utilities serving only the Property; (C) any other matters disclosed by the most current survey then available except for such survey matters as Seller is obligated to cure pursuant to this Agreement; and (D) any matter Purchaser agrees to in writing. (b) Within 10 days after the Effective Date, Seller shall, at Seller's sole cost and expense, cause the Title Company to issue and deliver to Purchaser a written commitment (the "Preliminary Title Report") to issue the Title Policy in the full amount of the fair market value of the Property. Seller shall pay the premium for the Title Policy at or before the Closing. Purchaser agrees to pay for the additional cost of an extended ALTA policy of title insurance, with a mechanic's lien binder in the amount of the Purchase Price. (c) If the Preliminary Title Report reveals non-Permitted Title Exceptions, or any title defects, Purchaser may object by notifying Seller in writing within five (5) days after the date of receipt of the Preliminary Title Report. Seller will have until five (5) business days after receipt of Purchaser's objections in which to indicate to Purchaser in writing any non-Permitted Title Exceptions raised by Purchaser, which Seller will not cure. All other matters must be cured prior to Closing and Seller shall pay at or prior to Closing any and all liens, judgments and mortgages. If there are any items Seller 3 declines to cure, within five (5) business days after receipt by Purchaser of Seller's response to Purchaser's notice, Purchaser shall deliver notice to Seller in which Purchaser elects, with respect to such items, to either (i) accept the Property with such matters as Seller declines to cure with no change in the terms of this Agreement, or (ii) decline to accept the Property with such matters. If Purchaser declines to accept the Property pursuant to option (ii) above, then, except as expressly provided herein, this Agreement will be null and void, and the Title Agent shall refund of all Earnest Money to Purchaser, whereupon, the parties will have no further rights, duties, obligations or liabilities to one another under this Agreement. 8. PROPERTY INSPECTION. (a) Purchaser and Purchaser's agents or contractors shall have the right during the Feasibility Period to enter the Property at reasonable times for the purpose of inspecting, testing and appraising the Property and to review all books and records, contracts and other operating documents relating to the Property, upon reasonable notice to Seller. Seller shall provide access to all areas at the Property. Purchaser shall keep the Property free and clear of any mechanic or material man's liens arising out of such entry. 9. CONDITION OF THE PROPERTY AND OPERATION OF THE PROPERTY PRIOR TO CLOSING. Seller agrees that on the Date of Closing the Property shall be in the same physical condition as on the date of Purchaser's inspection of the Property. In the event that there is a material change in the condition of the Property between the date that Purchaser conducts its inspection and the Date of Closing, then Purchaser shall have the option of terminating this Agreement and all Earnest Money shall be returned to Purchaser and neither party shall have any further obligation hereunder. Prior to Closing, Seller shall be responsible for and shall maintain the property at Seller's sole cost and expense. Seller shall indemnify and hold Purchaser harmless against all claims which may be made relating to Seller's ownership or operation of the Property and any acts or omissions occurring during Seller's ownership of the Property including all obligations, losses, damages, penalties, costs and expenses related thereto (including, but not limited to, Purchaser's reasonable attorney's fees). Purchaser shall indemnify and hold Seller harmless against all claims which may be made relating to Purchaser's ownership or operation of the Property and any acts or omissions occurring during Purchaser's ownership of the Property including all obligations, losses, damages, penalties, costs and expenses related thereto (including, but not limited to, Seller's reasonable attorney's fees). 10. SELLER'S REPRESENTATIONS AND WARRANTIES. As of the Effective Date (unless a different date is specified), Seller represents and warrants to Purchaser that: (a) No person, firm, or entity (except as may be set forth in this Agreement) has any rights in or right to acquire the Property or any part thereof. (b) Seller has received no written notice and has no knowledge of any actual or threatened action, litigation, rezoning, condemnation or proceeding by any person, entity or governmental agency, which would affect the Property. 4 (c) Seller has received no written notice and has no knowledge of any governmental assessments concerning the Property, which are unpaid. (d) Seller has no knowledge of and has received no written notice of any violation of law, municipal or county ordinances or codes, or other legal requirements with respect to the Property. (e) The Property does not violate environmental laws applicable to it and Seller has not used the Property for the generation, storage or handling of hazardous materials or contaminants and there has been no release of a hazardous substance on or from the Property. (f) Seller is or, as of the Closing Date will be, the owner of fee simple, marketable title to the Property. (g) None of the lots are located in a flood plain area. (h) No improvements or repairs have been made or will be made to the Property on behalf of the Seller during the 90 days immediately preceding the Closing Date which will not be paid for in full as of the Closing Date, and there will be no outstanding bills incurred for labor, services and materials used in making improvements or repairs on the Property on behalf of Seller or for services of architects, surveyors or engineers engaged by Seller. (i) As of the Closing Date, there will be no unpaid bills or liens for past due taxes or assessments of any nature, for any paving, sidewalk, curbing, water, sewer, street improvements, other utilities or other services provided for the benefit of the Seller on the Property of any kind against the Property, other than those items which are pro-rated in connection with Closing. (j) Seller has made no representations to any county or local authorities or any homeowners in the community regarding the type or style of the development of the Property, except, if any, for those disclosed in writing to Purchaser during the Feasibility Period. (k) All labor performed and materials supplied for the Property have been fully paid by Seller, and any person for such labor or materials may claim no mechanic's lien or any other lien. (l) Seller has no knowledge or information of any facts, circumstances, or other conditions, which do or would in any way adversely affect the Property, or the successful operation of the Property, except as specifically provided to Purchaser in writing during the Feasibility Period. All of the representations and warranties of Seller shall be true and correct as of the Closing Date and Seller shall re-certify the representations and warranties on the Closing Date and shall indemnify and hold harmless the other party for any and all loss, damages, costs or 5 liabilities incurred due to the inaccuracy thereof. This indemnity shall survive the Closing for a period of one (1) year. 11. PURCHASER'S REPRESENTATIONS AND WARRANTIES. As of the Effective Date (unless a different date is specified), Purchaser represents and warrants to Seller that: (a) Potts is an individual in good standing under the laws of the State of Tennessee, and has the full power and authority necessary to execute, deliver and perform its obligations under this Agreement and the other documents and instruments to be executed and delivered by Potts pursuant to this Agreement (the "Agreement Documents"). Potts is duly qualified to do business and is in good standing in Wisconsin, which includes every state of the United States in which the conduct of the business and the ownership of such properties and assets requires him to be so qualified. (b) The execution, delivery and performance of the Agreement Documents to be executed and delivered by Potts have been duly authorized by all necessary action on the part of Potts. The Agreement Documents to be executed and delivered by Potts have been or will be, as the case may be, duly executed and delivered by Potts and constitute or will constitute the legal, valid and binding obligations of Potts, enforceable in accordance with their respective terms, except as may be limited by bankruptcy, insolvency, or other laws affecting creditors' rights generally, or as may be modified by a court of equity. (c) The execution, delivery and performance by Potts of the Agreement Documents to be executed and delivered by Potts: (a) do not require the consent of or notice to any third party; (b) do not conflict with any provision of Potts' articles o organization or operating agreement; and (c) do not violate any law, ordinance, regulation, ruling, judgment, order or injunction of any court or governmental instrumentality to which Potts is subject or by which Potts or any of his respective properties are bound. All of the representations and warranties of Purchaser shall be true and correct as of the Closing Date and Purchaser shall rectify the representations and warranties on the Closing Date and shall indemnify and hold harmless the other party for any and all loss, damages, costs or liabilities incurred due to the inaccuracy thereof. This indemnity shall survive the Closing for a period of one (1) year. 12. SELLER'S OBLIGATIONS PENDING CLOSING. Between the Effective Date and the Closing Date (or termination hereof), Seller shall: (a) Use all reasonable efforts as may be necessary to effect the transactions contemplated by this Agreement. (b) Maintain the Property in the same manner as is presently done, subject to normal wear and tear, casualty, and condemnation. (c) Maintain existing insurance coverage or its equivalent in force with respect to the Property. 6 (d) Not convey or contract to convey or voluntarily encumber the Property or any portion thereof or interest therein. (e) Not enter into any contract that will be an obligation affecting the Property or any part thereof subsequent to the closing without Purchaser's prior written consent which Purchaser agrees not to unreasonably withhold or delay. (f) Cooperate with, and assist in Purchaser's efforts to obtain access to governmental agencies that have approval authority concerning the development of the Property. (g) Perform all acts reasonably necessary to ensure the assignment and transfer of any development and underground rights and concessions from Seller to Purchaser at the Closing. 13. CLOSING. The closing of the transactions contemplated hereby (the "Closing") shall occur on a date agreed to by the parties on a date not more than thirty (30) days after the expiration of the Feasibility Period (the "Closing Date"). 14. CONVEYANCE. (a) At the Closing, the parties will execute and deliver all deeds and other documents necessary to consummate the transactions contemplated by this Agreement, as more specifically set forth in this section. (b) At Closing, Seller shall convey the Property subject only to the Permitted Survey Exceptions and the Permitted Title Exceptions (collectively, the "Permitted Exceptions") and deliver to Purchaser the following documents (all of which shall be duly executed, sealed, witnessed and notarized where required): (i) General Warranty Deed (the "Deed") conveying title to the Land and Improvements subject only to the Permitted Exceptions. (ii) An assignment of any and all contracts affecting the Property, together with any security or other deposits pertaining thereto. (iii) Blanket assignment and transfer of any and all assignable warranties and guarantees from any contractors, subcontractors, suppliers, manufacturers or distributors relating to the Property. (iv) The original of any and all assignable licenses and permits related to the Property. (v) An affidavit establishing that Seller is not a "foreign person" for withholding purposes under the Internal Revenue Code. (vi) A reaffirmation of Seller's representations and warranties in Paragraph 10 hereof. 7 (vii) An affidavit sufficient to cause Purchaser's title insurer to remove standard printed exceptions in its title policy for mechanic's liens, broker's liens, and rights of parties in possession. (viii) If the Survey has a legal description different than that contained in Exhibit A, a quitclaim deed based on the Updated Survey. (ix) A closing statement. (x) A termination of any and all contracts related to the Property. (xi) A certificate dated as of the Closing Date signed by _______ certifying that the representations and warranties of Seller set forth herein are true and correct in all material respects as of the Closing Date and that Seller has fulfilled all of the conditions in the Agreement. (xii) Such other documentation as may be reasonably required of Seller to effect the consummation of the transactions contemplated hereby. (xiii) At Closing, Purchaser shall deliver to Seller the following (all of which shall be duly executed, sealed, witnessed and notarized where required): (xiv) The total purchase price. (xv) A copy of a good standing certificate regarding Oasis certified by the Secretary of State of Tennessee, dated within thirty (30) days prior to Closing. (xvi) A copy of a Resolution of the Board of Directors, Managing Member or General Partner of Purchaser authorizing the transactions contemplated herein, the execution and delivery of all documents required to effectuate such, and designating the person authorized to execute and deliver such documents on behalf of Purchaser, together with a Certificate of Incumbency with respect to such officers. In the event that Purchaser is an entity other than a corporation, Purchaser shall deliver certifications equivalent to those required by the preceding sentence with respect to such entity. (c) At Closing, Title Agent will apply the Earnest Money toward the Purchase Price. 15. POSSESSION. Seller shall give possession of the Property to Purchaser on the Closing Date. 16. SETTLEMENT COSTS AND ADJUSTMENTS. (a) Each party shall be responsible for its respective attorneys' fees incurred by it in connection with this Agreement and the transactions contemplated hereby. Purchaser shall be responsible for the costs of any and all audits, tests, surveys or inspections of the Property, which it desires to make; intangible tax on any security 8 instrument recorded on behalf of Purchaser in connection with this Agreement. Purchaser and Seller shall each be responsible for one-half (1/2) of any title company escrow or investment fees with respect to the Earnest Money. Seller shall be responsible for any and all transfer taxes with respect to the General Warranty Deed; any title examination fees and premiums in connection with obtaining title insurance on the Property; and any and all recording costs. (b) The following items shall be prorated and adjusted between Seller and Purchaser as of 11:59 p.m. on the date before the Closing Date: (i) All general real estate, personal property and sanitary taxes, which are liens upon the Property for the year of Closing, shall be prorated on the basis of the most recent ascertainable tax bill. Such taxes shall be adjusted, if necessary, when the actual tax bills for the period covered by the proration shall become available, and the appropriate payment or credit shall be made between the Purchaser and Seller within ten (10) days after demand. Seller shall pay all assessments due and payable prior to the Closing Date; Purchaser shall be responsible for those becoming payable thereafter; and (ii) No capital expenses will be prorated, Seller will pay for any prepayment fees, recording costs, and other costs incurred by Seller in connection with satisfaction of any mortgage and other title matters it agrees to cure, and, to the extent bills for expenses for which Seller is responsible have not been received by Closing, Seller will reimburse Purchaser within 10 days after demand (accompanied by a copy of the bill in question). 17. CONDEMNATION. If on or before the Closing Date eminent domain proceedings are instituted, or a notice of condemnation is given, with respect to all or a portion of the Property, Seller shall promptly notify Purchaser thereof. Purchaser shall have the right to terminate this Agreement by giving written notice to Seller at any time after receiving written notice from the Seller, but not later than twenty (20) days after receipt of such notice from Seller, and in the event Purchaser exercises such right to terminate this Agreement, the Escrow Agent shall make a Refund of all Earnest Money to Purchaser, whereupon no party hereto shall have any further rights, obligations or liabilities hereunder. In the event of any eminent domain proceedings, and provided Purchaser has not elected to terminate this Agreement, the General Warranty Deed shall be subject to any such eminent domain proceeding, such taking shall be deemed a Permitted Exception, and Seller shall deliver to Purchaser on the Closing Date an assignment in a form satisfactory to Purchaser of all of Seller's right, title and interest in and to any eminent domain award. 18. SELLER'S REMEDY. If all of the conditions to Purchaser's obligation to purchase the Property have been fulfilled or waived in writing by Seller and if Purchaser defaults in performing under this Agreement, and such default is for any other reason than Seller's default, Seller shall be entitled to payment of the Earnest Money and interest thereon, not as a penalty, but for full liquidation of damages, the parties declaring and agreeing that actual damages are impossible to ascertain and that such is and represents a reasonable forecast and settlement of such damages of Seller, reached after negotiation between the parties. The parties agree that the 9 sum stated above is liquidated damages and shall be in lieu of any other relief to which the Seller might otherwise be entitled by virtue of this Agreement or by operation of law or otherwise, and shall represent Seller's sole and exclusive remedy for such breach by Purchaser. 19. PURCHASER'S REMEDIES. In the event that Seller defaults in performing under this Agreement and such default is not waived in writing by Purchaser or should any of Seller's warranties or representations be untrue in any material respect, Purchaser shall elect either of the following as Purchaser's sole and exclusive remedy for such breach: (a) Terminate this Agreement by written notice delivered to Seller on or before the Closing Date, in which case the Escrow Agent shall Refund all Earnest Money and interest thereon to Purchaser, whereupon neither party shall have any further rights or remedies with respect to this Agreement; or (b) Seek specific performance of this Agreement against Seller. Notwithstanding the foregoing, to the extent Seller has provided an express warranty or indemnification, Purchaser's remedies will not be limited by this Paragraph. 20. REAL ESTATE COMMISSIONS. Seller covenants and represents to Purchaser that no brokers are claiming by, through or under Seller and none are entitled to be paid a finder's fee, cooperation fee, commission or other brokerage-type fee or similar compensation in connection with this Agreement and the transactions contemplated hereby ("Brokerage Compensation"), and that Seller has not had any dealings or agreements with any other individual or entity in connection therewith. Purchaser covenants and represents to Seller that ("Buyer's Brokers") no brokers are claiming by, through or under Purchaser and none are entitled to be paid Broker's Compensation, and that Purchaser has not had any dealings or agreements with any other individual or entity in connection therewith. If any person or entity shall assert a claim to such a fee or compensation against either Seller or Purchaser on account of alleged employment as a finder, consultant or broker, then the party to this Agreement by, through or under whom the person or entity claims such employment shall indemnify, defend and hold harmless the other party against and from any and all such claims and all costs, expenses and liabilities incurred in connection with such claim or any action or proceeding brought thereon. The agreement contained in this Paragraph shall survive the Closing or the earlier termination hereof. 21. TITLE COMPANY. Title Agent hereby accepts its designation as Title Agent hereunder, acknowledges receipt of the Earnest Money, and agrees to hold and disburse the Earnest Money as herein provided. Title Agent shall not be liable for any acts taken in good faith, shall only be liable for its willful default or action, or gross negligence, and may, in its sole discretion, rely in good faith upon the written notices, communications, orders or instructions given by any party hereto. 22. TIME PERIOD. Time is of the essence in this Agreement. Provided, however, that if the time within which any action, consent, approval or other activity contemplated, expires on a Saturday, Sunday or a national bank holiday, such time period shall automatically be deemed extended to the first day after the scheduled termination of such time period which is not a Saturday, Sunday or national bank holiday. 10 23. NOTICES. All notices required or permitted to be given hereunder shall be in writing, delivered in person or sent by reputable overnight carrier for next business day delivery or by facsimile (for which receipt has been confirmed by the sender pursuant to the telefax machine's confirmation software), and shall be effective on receipt. Notice shall be directed as follows: To Seller: CHARLES B. HICKS P. O. Box 60 Oakridge, TN 37830 Telephone: 865-483-5715 Facsimile: 865-482-9639 To Purchaser: RONALD A. POTTS 490 Regatta Bay Blvd. Destin, FL 32541 Telephone: 850-269-3804 Facsimile: 850-269-3806 With a copy To: Oasis Group, Inc. 2020 Federal Road Roswell, GA 30075 Attention: Peggy A. Evans Telephone: 770-594-8717 Facsimile: 770-649-1317 With a copy To: GREENBERG TRAURIG, LLP The Forum, Suite 400 3290 Northside Parkway, N.W. Atlanta, GA 30327 Attention: Robert E. Altenbach, Esq. Telephone: 678-553-2440 Facsimile: 678-553-2188 To Title Company: JOYCE, MERIDETH, FLITCROFT & NORMAN 30 Kentucky Avenue Oakridge, TN 32830 Attention: David Flitcroft Telephone: 865-482-2486 Facsimile: ________________ 24. ASSIGNMENT OF INTEREST. Until Closing or the earlier termination hereof Seller shall not assign its right, title or interest in and to the Property. Purchase may not assign its right title and interest in and to this Agreement without the prior written consent of Seller. Notwithstanding the foregoing Purchaser may, without the consent of Seller, assign this Agreement to an entity under control or under common control of Purchaser. 11 25. SURVIVAL. The representations and warranties made herein shall survive the closing of the transactions contemplated hereby for one (1) year. 26. CONSTRUCTION. This Agreement shall be governed by, interpreted, construed and enforced in accordance with the laws of the State of Tennessee. Seller and Purchaser acknowledge that they have both participated in the drafting of this Agreement and that neither Seller nor Purchaser shall be entitled to the benefit of the legal principle that a document is to be construed against the person drafting it. 27. PERSONS BOUND. This Agreement will bind and inure to the benefit of the parties and their respective successors and permitted assigns. 28. MODIFICATION/AMENDMENT. This Agreement contains the entire agreement of the parties, supersedes all prior negotiations and agreements between the parties, and may not be modified or amended except by a writing executed by Seller and Purchaser. 29. COUNTERPARTS. This Agreement may be executed in one or more counterparts each of which shall be deemed an original but all of which shall constitute one and the same Agreement, or plural as the identity of the person or entity may require. 30. SEVERABILITY. Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but in the event that any provision of this Agreement shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. 31. EXHIBITS. All of the Exhibits annexed hereto are incorporated herein by reference and form a part of this Agreement. 32. THIRD PARTIES. This Agreement shall not be deemed to confer in favor of any third parties any rights whatsoever as third-party beneficiaries, the parties hereto intending by the provisions hereof to confer no such benefits or status. 33. CONFIDENTIALITY. Purchaser and Seller expressly acknowledge and agree that this Agreement, all financial information regarding Purchaser and any documents and information exchanged between Purchaser and Seller shall be confidential in nature and shall be kept in strict confidence. Purchaser and Seller agree that such confidential materials shall only be transmitted to Purchaser's and Seller's representatives and their respective lenders who need to know the information in the materials for the purpose of evaluating the Property or to prepare to close the transactions contemplated hereby. Purchaser and Seller, for the benefit of each other, hereby agree prior to the Closing Date, they will not release or cause or permit to be released any press notices, publicity (oral or written) or advertising promotion relating to, or otherwise announce or disclose or cause or permit to be announced or disclosed, in any manner whatsoever, the terms, conditions, or substance of this Agreement or the transactions contemplated herein, without first obtaining the written consent of the other parties hereto. 34. ATTORNEY'S FEES. In any action at law or in equity, including an action for declaratory relief, brought to enforce or interrupt the provisions of this Agreement, the prevailing 12 party shall be entitled to recover reasonable attorney's fees from the other party, which fees may be set by the court in the trial of such action or may be enforced in a separate action brought for that purpose, and which fees shall be in addition to any other relief which may be awarded. [Signature page to Real Estate Sale and Purchase Agreement] IN WITNESS WHEREOF, the parties have executed this Agreement, or caused this Agreement to be executed, to be effective as of Effective Date. SELLER: /s/ Charles B. Hicks ---------------------------------------- Charles B. Hicks PURCHASER: Ronald A. Potts By /s/ Ronald A. Potts ----------------------------------------- Name --------------------------------------- Title -------------------------------------- [Signatures continued on following page] 13 [Signature page to Real Estate Sale and Purchase Agreement] The undersigned Escrow Agent hereby acknowledges receipt of the Earnest Money referred to in Paragraph 2 of the preceding Agreement and agrees to the terms set forth in Paragraph 21 thereof. ESCROW AGENT: ---------------------------------------- By ----------------------------------------- Name --------------------------------------- Title -------------------------------------- 14 EXHIBIT A LEGAL DESCRIPTION OF PROPERTY EX-10.22 23 g77012exv10w22.txt SECOND AMENDMENT TO REAL ESTATE SALE AGREEMENT EXHIBIT 10.22 SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT THIS SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT, entered into as of the 23rd day of April, 2002, by and between RONALD A. POTTS, an individual and resident of the State of Florida ("Purchaser"), and CHARLES B. HICKS, an individual and resident of the State of Tennessee ("Seller"). W I T N E S S E T H: WHEREAS, the Seller and Purchaser previously entered into that certain Purchase and Sale Agreement for the purchase of certain real property located in Sevier County, Tennessee, dated April 16, 2002, as amended by that certain Amendment to Purchase and Sale Agreements dated April 16, 2002 (as amended, the "Purchase Agreement"); and WHEREAS, Seller and Purchaser desire to amend the Purchase Agreement as set forth hereinbelow: NOW, THEREFORE, for and in consideration of the sum of TEN AND NO/100 DOLLARS ($10.00), the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows: 1. Defined Terms. All capitalized terms used herein shall have the same meaning as in the Purchase Agreement, unless otherwise expressly set forth herein. 2. Purchase Price. The Purchase Agreement is hereby amended by deleting Section 3 in its entirety and replacing it with the following: In consideration for the Property, Purchaser shall pay Seller the sum of One Million Eight Hundred Thousand and 00/100 Dollars ($1,800,000.00) at the Closing as follows: (a) Purchaser shall assume One Million Eight Hundred Thousand and 00/100 Dollars ($1,800,000.00) in debt that is secured by the Property and owed by Seller. 3. Conveyance. Section 14(b) of the Purchase Agreement is hereby amended by adding the following language as Section 14(b)(xiii): "Consent of Seller's lender to the assumption of the indebtedness on the Property by Purchaser, in such form as is reasonably acceptable to Purchaser." 4. No Further Modification. Except as expressly modified hereby, the Agreement shall remain unamended and in full force and effect and is hereby ratified and confirmed by the parties hereto. 5. Execution Counterparts. This Agreement may be executed in multiple counterparts and by facsimile signature to be followed by original signature, each of which shall be deemed an original and all such counterparts together shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed under seal, to be effective as of the date and year first above written. SELLER: CHARLES B. HICKS /s/ Charles B. Hicks ------------------------------- (SEAL) PURCHASER: RONALD A. POTTS /s/ Ronald A. Potts ------------------------------- (SEAL) EX-10.23 24 g77012exv10w23.txt ASSIGNMENT AND ASSUMPTION OF REAL ESTATE SALE EXHIBIT 10.23 ASSIGNMENT AND ASSUMPTION OF REAL ESTATE SALE AND PURCHASE AGREEMENT This Assignment and Assumption of Real Estate Sale and Purchase Agreement (this "Assignment") is made and entered into as of the 24th day of June, 2002, by and between RONALD A. POTTS, an individual and resident of the State of Florida ("Assignor") and OASIS TOWNSEND, LLC, a Tennessee limited liability company ("Assignee"). W I T N E S S E T H: - - - - - - - - - - For and in consideration of Ten and 00/100 Dollars ($10.00), the terms and conditions of this Assignment and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor does hereby assign, transfer, set over and convey to Assignee all of Assignor's right, title, interest, powers, privileges and benefit in and to that certain Real Estate Sale and Purchase Agreement dated April 16, 2002, by and between Assignor, as "Purchaser," and Charles B. Hicks, an individual and resident of the State of Tennessee, as "Seller", as amended by that certain Amendment to Real Estate Purchase and Sale Agreements dated April 16, 2002, as further amended by that certain Second Amendment to Purchase and Sale Agreement dated as of April 23, 2002, and as further amended by that certain Third Amendment to Sale and Purchase Agreement dated June 24, 2002 (as amended, the "Contract"), and all of Assignor's right, title and interest in and to all Earnest Money (if any) deposited in connection with the Contract, and Assignee does hereby accept all of the right, title, interest, powers, privileges and benefits of Assignor in and to the Contract and said Earnest Money and hereby assumes and agrees to perform, discharge and fulfill all of the duties and obligations of Assignor under the Contract. IN WITNESS WHEREOF, Assignor and Assignee hereunto set their hands and seals on the day and year first above written. ASSIGNOR: /s/ Ronald A. Potts (SEAL) -------------------------------------- RONALD A. POTTS ASSIGNEE: OASIS TOWNSEND, LLC, a Tennessee limited liability company By: /s/ Ronald A. Potts ----------------------------------------- Name: Ronald A. Potts --------------------------------------- Title: Authorized Representative -------------------------------------- [COMPANY SEAL] EX-10.24 25 g77012exv10w24.txt SECOND AMENDMENT TO REAL ESTATE SALE AGREEMENT EXHIBIT 10.24 ================================================================================ REAL ESTATE SALE AND PURCHASE AGREEMENT TOWNSEND By and Between RONALD A. POTTS and CHARLES B. HICKS Date: APRIL 16, 2002 ================================================================================ TABLE OF CONTENTS
Page ---- 1. Agreement of Purchase and Sale..........................................................................1 2. Earnest Money...........................................................................................1 3. Purchase Price..........................................................................................1 4. Feasibility Period......................................................................................1 5. Due Diligence Documents.................................................................................2 6. Survey..................................................................................................3 7. Title...................................................................................................3 8. Property Inspection.....................................................................................4 9. Condition of the Property and Operation of the Property Prior to Closing................................4 10. Seller's Representations and Warranties.................................................................4 11. Purchaser's Representations and Warranties..............................................................6 12. Seller's Obligations Pending Closing....................................................................6 13. Closing.................................................................................................7 14. Conveyance..............................................................................................7 15. Possession..............................................................................................8 16. Settlement Costs and Adjustments........................................................................8 17. Condemnation............................................................................................9 18. Seller's Remedy.........................................................................................9 19. Purchaser's Remedies...................................................................................10 20. Real Estate Commissions................................................................................10 21. Title Company..........................................................................................10 22. Time Period............................................................................................10 23. Notices................................................................................................11 24. Assignment of Interest.................................................................................11 25. Survival...............................................................................................11 26. Construction...........................................................................................11 27. Persons Bound..........................................................................................12 28. Modification/Amendment.................................................................................12 29. Counterparts...........................................................................................12 30. Waiver.................................................................................................12
31. Captions...............................................................................................12 32. Pronouns...............................................................................................12 33. Severability...........................................................................................12 34. Exhibits...............................................................................................12 35. Use of the Word "Herein"...............................................................................12 36. Third Parties..........................................................................................12 37. Confidentiality........................................................................................12 38. Attorney's Fees........................................................................................13

ii REAL ESTATE SALE AND PURCHASE AGREEMENT This REAL ESTATE SALE AND PURCHASE AGREEMENT ("Agreement") is made and entered into as of the ____ day of April 2002 (the "Effective Date"), by and between RONALD A. POTTS, an individual residing in the state of Florida ("Purchaser" or "Potts"), and Charles B. Hicks, an individual residing in the state of Tennessee or assignee (the "Seller"). 1. AGREEMENT OF PURCHASE AND SALE. Seller hereby agrees to sell to Purchaser, and Purchaser hereby agrees to purchase from Seller, the "Land," "Ancillary Rights" and "Improvements" (hereinafter called the "Property ") located in Tennessee, as more specifically described in attached Exhibit A, together with all right, title and interest of Seller in and to any trade or business name (hereinafter collectively called the "Trade Name") used in connection with the operation of the business conducted by Seller at the Land; and all easements, appurtenances, rights, privileges, reservations and tenements belonging or pertaining to any of the foregoing. The foregoing items are hereinafter collectively called the "Property." 2. EARNEST MONEY. On the Effective Date, Purchaser will deposit One Thousand Dollars ($1,000) (the "Earnest Money") with JOYCE, MERIDETH, FLITCROFT & NORMAN TITLE COMPANY (the "Escrow Agent"), located at 30 Kentucky Avenue, Oakridge, Tennessee 32830, to be held in trust on the terms herein set forth for the mutual benefit of the parties hereto. The Earnest Money shall be refunded to the Purchaser if Purchaser decides, for any reason, to not proceed with the purchase of the Property at any time prior to the expiration of the Feasibility Period (as defined herein). At the Closing the Earnest Money shall be applied to the Purchase Price. As used in this Agreement, the term "Refund" shall mean the Earnest Money, with interest, shall be returned to Purchaser except for the $100, which Title Company shall deliver to Seller as consideration for Seller's entering into this Agreement. 3. PURCHASE PRICE. In consideration for the Property, Purchaser shall pay Seller the sum of Six Hundred Thousand Dollars ($600,000) as follows: (a) At the Closing, Purchaser shall deliver to Seller the sum of Thirty-three Thousand Three Hundred Thirty-Three (33,333) shares of Oasis Group, Inc. common stock held by Ronald A. Potts and placed at Three Dollars per share. 4. FEASIBILITY PERIOD. The "Feasibility Period" shall begin upon receipt of all of the Due Diligence Information by Purchaser. The Feasibility Period shall last for thirty (30) days. During the Feasibility Period, the Purchaser shall review the Due Diligence Documents, the Survey, and the Preliminary Title Report, perform any Property Inspections deemed necessary by Purchaser, and perform any other reviews or inspections deemed necessary by Purchaser to complete its Feasibility Analysis. 5. DUE DILIGENCE DOCUMENTS. Seller shall, prior to the beginning of the Feasibility Period or as soon as commercially practicable after the Effective Date, provide to Purchaser the following: (a) Any and all environmental reports, site assessments or governmental notices relating to the environmental condition of the Property which are in the possession of Seller (collectively, the "Environmental Report"); (b) Any and all surveys pertaining to the Property including boundary topographic and tree surveys; (c) Copies of any and all correspondence or notices regarding the Property's compliance or failure to comply with any governmental ordinance, code or regulation pertaining thereto; (d) A copy of any and all permits, licenses and similar documents relating to the Property; (e) Current agreement(s) with owner/partner(s) and preliminary title reports; (f) Current property tax bills; (g) Subdivision maps, with conditions; (h) All current covenants, conditions and restrictions relating to the Property including public subdivision; (i) Any soil, biological, geological and engineering reports; (j) EIR, specific plan(s) and conditions of approval; (k) Governmental zoning letter, will serve letters and development agreements; (l) Plans/costs regarding grading, improvements, landscape and building architecture; (m) Any other obligations of the ultimate lot buyers, including fees, design guidelines, bonds, or dues, plus limitations for the Purchaser; (n) Any agreements between the Seller and the community residents that obligate the Purchaser to perform in any way for such residents, the local authority, and/or Homeowner's Associations; (o) All disclosures regarding any significant impact on the Property (i.e., faults, flood zones, moratoria, etc.). 2 The foregoing information shall hereinafter be referred to as the "Due Diligence Information"; however; the enumeration of the Due Diligence Information above shall not be construed to limit the information that Purchaser may require to conduct its evaluation of the Property. If, after reviewing the Due Diligence Information, Purchaser deems it necessary to receive additional information from Seller, then all such additional information shall also be referred to as the "Due Diligence Information." 6. SURVEY. During the Feasibility Period, Purchaser will have the right to enter onto the Property to have a new survey of the Property prepared or to have Seller's survey of the Property updated at Purchaser's expense. If the survey prepared or updated as provided above (the "Survey") shows matters affecting marketability of title to the Property, Purchaser may object thereto prior to the expiration of the Feasibility Period. Seller will have until Closing to cure such matters; provided, however, that Seller will have until five (5) business days after receipt of Purchaser's objections in which to indicate to Purchaser in writing any and all of such matters which Seller will decline to cure. 7. TITLE. (a) Seller shall convey to Purchaser at Closing good and marketable fee simple title in and to the Property. For the purposes of this Agreement, "good and marketable fee simple title" shall mean fee simple ownership which is: (i) free of all claims, liens and encumbrances of any kind or nature whatsoever other than the Permitted Title Exceptions (as defined below); and (ii) insurable by Joyce, Merideth, Flitcroft & Norman Title Insurance Company (the "Title Company"), at then-current standard rates under the standard form of ALTA owner's policy of title insurance (ALTA Form B-1992), with the standard or printed exceptions therein deleted and without exception other than for the Permitted Exceptions (the "Title Policy"). For the purposes of this Agreement, the term "Permitted Title Exceptions" shall mean: (A) current city, state and county ad valorem taxes not yet due and payable; (B) easements for the installation or maintenance of public utilities serving only the Property; (C) any other matters disclosed by the most current survey then available except for such survey matters as Seller is obligated to cure pursuant to this Agreement; and (D) any matter Purchaser agrees to in writing. (b) Within 10 days after the Effective Date, Seller shall, at Seller's sole cost and expense, cause the Title Company to issue and deliver to Purchaser a written commitment (the "Preliminary Title Report") to issue the Title Policy in the full amount of the fair market value of the Property. Seller shall pay the premium for the Title Policy at or before the Closing. Purchaser agrees to pay for the additional cost of an extended ALTA policy of title insurance, with a mechanic's lien binder in the amount of the Purchase Price. (c) If the Preliminary Title Report reveals non-Permitted Title Exceptions, or any title defects, Purchaser may object by notifying Seller in writing within five (5) days after the date of receipt of the Preliminary Title Report. Seller will have until five (5) business days after receipt of Purchaser's objections in which to indicate to Purchaser in writing any non-Permitted Title Exceptions raised by Purchaser, which Seller will not 3 cure. All other matters must be cured prior to Closing and Seller shall pay at or prior to Closing any and all liens, judgments and mortgages. If there are any items Seller declines to cure, within five (5) business days after receipt by Purchaser of Seller's response to Purchaser's notice, Purchaser shall deliver notice to Seller in which Purchaser elects, with respect to such items, to either (i) accept the Property with such matters as Seller declines to cure with no change in the terms of this Agreement, or (ii) decline to accept the Property with such matters. If Purchaser declines to accept the Property pursuant to option (ii) above, then, except as expressly provided herein, this Agreement will be null and void, and the Title Agent shall refund of all Earnest Money to Purchaser, whereupon, the parties will have no further rights, duties, obligations or liabilities to one another under this Agreement. 8. PROPERTY INSPECTION. (a) Purchaser and Purchaser's agents or contractors shall have the right during the Feasibility Period to enter the Property at reasonable times for the purpose of inspecting, testing and appraising the Property and to review all books and records, contracts and other operating documents relating to the Property, upon reasonable notice to Seller. Seller shall provide access to all areas at the Property. Purchaser shall keep the Property free and clear of any mechanic or material man's liens arising out of such entry. 9. CONDITION OF THE PROPERTY AND OPERATION OF THE PROPERTY PRIOR TO CLOSING. Seller agrees that on the Date of Closing the Property shall be in the same physical condition as on the date of Purchaser's inspection of the Property. In the event that there is a material change in the condition of the Property between the date that Purchaser conducts its inspection and the Date of Closing, then Purchaser shall have the option of terminating this Agreement and all Earnest Money shall be returned to Purchaser and neither party shall have any further obligation hereunder. Prior to Closing, Seller shall be responsible for and shall maintain the property at Seller's sole cost and expense. Seller shall indemnify and hold Purchaser harmless against all claims which may be made relating to Seller's ownership or operation of the Property and any acts or omissions occurring during Seller's ownership of the Property including all obligations, losses, damages, penalties, costs and expenses related thereto (including, but not limited to, Purchaser's reasonable attorney's fees). Purchaser shall indemnify and hold Seller harmless against all claims which may be made relating to Purchaser's ownership or operation of the Property and any acts or omissions occurring during Purchaser's ownership of the Property including all obligations, losses, damages, penalties, costs and expenses related thereto (including, but not limited to, Seller's reasonable attorney's fees). 10. SELLER'S REPRESENTATIONS AND WARRANTIES. As of the Effective Date (unless a different date is specified), Seller represents and warrants to Purchaser that: (a) No person, firm, or entity (except as may be set forth in this Agreement) has any rights in or right to acquire the Property or any part thereof. (b) Seller has received no written notice and has no knowledge of any actual or threatened action, litigation, rezoning, condemnation or proceeding by any person, entity or governmental agency, which would affect the Property. 4 (c) Seller has received no written notice and has no knowledge of any governmental assessments concerning the Property, which are unpaid. (d) Seller has no knowledge of and has received no written notice of any violation of law, municipal or county ordinances or codes, or other legal requirements with respect to the Property. (e) The Property does not violate environmental laws applicable to it and Seller has not used the Property for the generation, storage or handling of hazardous materials or contaminants and there has been no release of a hazardous substance on or from the Property. (f) Seller is or, as of the Closing Date will be, the owner of fee simple, marketable title to the Property. (g) None of the lots are located in a flood plain area. (h) No improvements or repairs have been made or will be made to the Property on behalf of the Seller during the 90 days immediately preceding the Closing Date which will not be paid for in full as of the Closing Date, and there will be no outstanding bills incurred for labor, services and materials used in making improvements or repairs on the Property on behalf of Seller or for services of architects, surveyors or engineers engaged by Seller. (i) As of the Closing Date, there will be no unpaid bills or liens for past due taxes or assessments of any nature, for any paving, sidewalk, curbing, water, sewer, street improvements, other utilities or other services provided for the benefit of the Seller on the Property of any kind against the Property, other than those items which are pro-rated in connection with Closing. (j) Seller has made no representations to any county or local authorities or any homeowners in the community regarding the type or style of the development of the Property, except, if any, for those disclosed in writing to Purchaser during the Feasibility Period. (k) All labor performed and materials supplied for the Property have been fully paid by Seller, and any person for such labor or materials may claim no mechanic's lien or any other lien. (l) Seller has no knowledge or information of any facts, circumstances, or other conditions, which do or would in any way adversely affect the Property, or the successful operation of the Property, except as specifically provided to Purchaser in writing during the Feasibility Period. All of the representations and warranties of Seller shall be true and correct as of the Closing Date and Seller shall re-certify the representations and warranties on the Closing Date and shall indemnify and hold harmless the other party for any and all loss, damages, costs or 5 liabilities incurred due to the inaccuracy thereof. This indemnity shall survive the Closing for a period of one (1) year. 11. PURCHASER'S REPRESENTATIONS AND WARRANTIES. As of the Effective Date (unless a different date is specified), Purchaser represents and warrants to Seller that: (a) Potts is an individual in good standing under the laws of the State of Tennessee, and has the full power and authority necessary to execute, deliver and perform its obligations under this Agreement and the other documents and instruments to be executed and delivered by Potts pursuant to this Agreement (the "Agreement Documents"). Potts is duly qualified to do business and is in good standing in Tennessee, which includes every state of the United States in which the conduct of the business and the ownership of such properties and assets requires him to be so qualified. (b) The execution, delivery and performance of the Agreement Documents to be executed and delivered by Potts have been duly authorized by all necessary action on the part of Potts. The Agreement Documents to be executed and delivered by Potts have been or will be, as the case may be, duly executed and delivered by Potts and constitute or will constitute the legal, valid and binding obligations of Potts, enforceable in accordance with their respective terms, except as may be limited by bankruptcy, insolvency, or other laws affecting creditors' rights generally, or as may be modified by a court of equity. (c) The execution, delivery and performance by Potts of the Agreement Documents to be executed and delivered by Potts: (a) do not require the consent of or notice to any third party; (b) do not violate any law, ordinance, regulation, ruling, judgment, order or injunction of any court or governmental instrumentality to which Potts is subject or by which Potts or any of his respective properties are bound. All of the representations and warranties of Purchaser shall be true and correct as of the Closing Date and Purchaser shall re-certify the representations and warranties on the Closing Date and shall indemnify and hold harmless the other party for any and all loss, damages, costs or liabilities incurred due to the inaccuracy thereof. This indemnity shall survive the Closing for a period of one (1) year. 12. SELLER'S OBLIGATIONS PENDING CLOSING. Between the Effective Date and the Closing Date (or termination hereof), Seller shall: (a) Use all reasonable efforts as may be necessary to effect the transactions contemplated by this Agreement. (b) Maintain the Property in the same manner as is presently done, subject to normal wear and tear, casualty, and condemnation. (c) Maintain existing insurance coverage or its equivalent in force with respect to the Property. 6 (d) Not convey or contract to convey or voluntarily encumber the Property or any portion thereof or interest therein. (e) Not enter into any contract that will be an obligation affecting the Property or any part thereof subsequent to the closing without Purchaser's prior written consent which Purchaser agrees not to unreasonably withhold or delay. (f) Cooperate with, and assist in Purchaser's efforts to obtain access to governmental agencies that have approval authority concerning the development of the Property. (g) Perform all acts reasonably necessary to ensure the assignment and transfer of any development and underground rights and concessions from Seller to Purchaser at the Closing. 13. CLOSING. The closing of the transactions contemplated hereby (the "Closing") shall occur on a date agreed to by the parties on a date not more than thirty (30) days after the expiration of the Feasibility Period (the "Closing Date"). 14. CONVEYANCE. (a) At the Closing, the parties will execute and deliver all deeds and other documents necessary to consummate the transactions contemplated by this Agreement, as more specifically set forth in this section. (b) At Closing, Seller shall convey the Property subject only to the Permitted Survey Exceptions and the Permitted Title Exceptions (collectively, the "Permitted Exceptions") and deliver to Purchaser the following documents (all of which shall be duly executed, sealed, witnessed and notarized where required): (i) General Warranty Deed (the "Deed") conveying title to the Land and Improvements subject only to the Permitted Exceptions. (ii) An assignment of any and all contracts affecting the Property, together with any security or other deposits pertaining thereto. (iii) Blanket assignment and transfer of any and all assignable warranties and guarantees from any contractors, subcontractors, suppliers, manufacturers or distributors relating to the Property. (iv) The original of any and all assignable licenses and permits related to the Property. (v) An affidavit establishing that Seller is not a "foreign person" for withholding purposes under the Internal Revenue Code. (vi) A reaffirmation of Seller's representations and warranties in Paragraph 10 hereof. 7 (vii) An affidavit sufficient to cause Purchaser's title insurer to remove standard printed exceptions in its title policy for mechanic's liens, broker's liens, and rights of parties in possession. (viii) If the Survey has a legal description different than that contained in Exhibit A, a quitclaim deed based on the Updated Survey. (ix) A closing statement. (x) A termination of any and all contracts related to the Property. (xi) A certificate dated as of the Closing Date signed by _______ certifying that the representations and warranties of Seller set forth herein are true and correct in all material respects as of the Closing Date and that Seller has fulfilled all of the conditions in the Agreement. (xii) Such other documentation as may be reasonably required of Seller to effect the consummation of the transactions contemplated hereby. (c) At Closing, Purchaser shall deliver to Seller the following (all of which shall be duly executed, sealed, witnessed and notarized where required): (i) The total purchase price. (ii) A copy of a good standing certificate regarding Oasis certified by the Secretary of State of Tennessee, dated within thirty (30) days prior to Closing. (iii) A copy of a Resolution of the Board of Directors, Managing Member or General Partner of Purchaser authorizing the transactions contemplated herein, the execution and delivery of all documents required to effectuate such, and designating the person authorized to execute and deliver such documents on behalf of Purchaser, together with a Certificate of Incumbency with respect to such officers. In the event that Purchaser is an entity other than a corporation, Purchaser shall deliver certifications equivalent to those required by the preceding sentence with respect to such entity. (d) At Closing, Escrow Agent will apply the Earnest Money toward the Purchase Price. 15. POSSESSION. Seller shall give possession of the Property to Purchaser on the Closing Date. 16. SETTLEMENT COSTS AND ADJUSTMENTS. (a) Each party shall be responsible for its respective attorneys' fees incurred by it in connection with this Agreement and the transactions contemplated hereby. Purchaser shall be responsible for the costs of any and all audits, tests, surveys or inspections of the Property, which it desires to make; intangible tax on any security 8 instrument recorded on behalf of Purchaser in connection with this Agreement. Purchaser and Seller shall each be responsible for one-half (1/2) of any title company escrow or investment fees with respect to the Earnest Money. Seller shall be responsible for any and all transfer taxes with respect to the General Warranty Deed; any title examination fees and premiums in connection with obtaining title insurance on the Property; and any and all recording costs. (b) The following items shall be prorated and adjusted between Seller and Purchaser as of 11:59 p.m. on the date before the Closing Date: (i) All general real estate, personal property and sanitary taxes, which are liens upon the Property for the year of Closing, shall be prorated on the basis of the most recent ascertainable tax bill. Such taxes shall be adjusted, if necessary, when the actual tax bills for the period covered by the proration shall become available, and the appropriate payment or credit shall be made between the Purchaser and Seller within ten (10) days after demand. Seller shall pay all assessments due and payable prior to the Closing Date; Purchaser shall be responsible for those becoming payable thereafter; and (ii) No capital expenses will be prorated, Seller will pay for any prepayment fees, recording costs, and other costs incurred by Seller in connection with satisfaction of any mortgage and other title matters it agrees to cure, and, to the extent bills for expenses for which Seller is responsible have not been received by Closing, Seller will reimburse Purchaser within 10 days after demand (accompanied by a copy of the bill in question). 17. CONDEMNATION. If on or before the Closing Date eminent domain proceedings are instituted, or a notice of condemnation is given, with respect to all or a portion of the Property, Seller shall promptly notify Purchaser thereof. Purchaser shall have the right to terminate this Agreement by giving written notice to Seller at any time after receiving written notice from the Seller, but not later than twenty (20) days after receipt of such notice from Seller, and in the event Purchaser exercises such right to terminate this Agreement, the Escrow Agent shall make a Refund of all Earnest Money to Purchaser, whereupon no party hereto shall have any further rights, obligations or liabilities hereunder. In the event of any eminent domain proceedings, and provided Purchaser has not elected to terminate this Agreement, the General Warranty Deed shall be subject to any such eminent domain proceeding, such taking shall be deemed a Permitted Exception, and Seller shall deliver to Purchaser on the Closing Date an assignment in a form satisfactory to Purchaser of all of Seller's right, title and interest in and to any eminent domain award. 18. SELLER'S REMEDY. If all of the conditions to Purchaser's obligation to purchase the Property have been fulfilled or waived in writing by Seller and if Purchaser defaults in performing under this Agreement, and such default is for any other reason than Seller's default, Seller shall be entitled to payment of the Earnest Money and interest thereon, not as a penalty, but for full liquidation of damages, the parties declaring and agreeing that actual damages are impossible to ascertain and that such is and represents a reasonable forecast and settlement of such damages of Seller, reached after negotiation between the parties. The parties agree that the 9 sum stated above is liquidated damages and shall be in lieu of any other relief to which the Seller might otherwise be entitled by virtue of this Agreement or by operation of law or otherwise, and shall represent Seller's sole and exclusive remedy for such breach by Purchaser. 19. PURCHASER'S REMEDIES. In the event that Seller defaults in performing under this Agreement and such default is not waived in writing by Purchaser or should any of Seller's warranties or representations be untrue in any material respect, Purchaser shall elect either of the following as Purchaser's sole and exclusive remedy for such breach: (a) Terminate this Agreement by written notice delivered to Seller on or before the Closing Date, in which case the Escrow Agent shall Refund all Earnest Money and interest thereon to Purchaser, whereupon neither party shall have any further rights or remedies with respect to this Agreement; or (b) Seek specific performance of this Agreement against Seller. Notwithstanding the foregoing, to the extent Seller has provided an express warranty or indemnification, Purchaser's remedies will not be limited by this Paragraph. 20. REAL ESTATE COMMISSIONS. Seller covenants and represents to Purchaser that no brokers are claiming by, through or under Seller and none are entitled to be paid a finder's fee, cooperation fee, commission or other brokerage-type fee or similar compensation in connection with this Agreement and the transactions contemplated hereby ("Brokerage Compensation"), and that Seller has not had any dealings or agreements with any other individual or entity in connection therewith. Purchaser covenants and represents to Seller that ("Buyer's Brokers") no brokers are claiming by, through or under Purchaser and none are entitled to be paid Broker's Compensation, and that Purchaser has not had any dealings or agreements with any other individual or entity in connection therewith. If any person or entity shall assert a claim to such a fee or compensation against either Seller or Purchaser on account of alleged employment as a finder, consultant or broker, then the party to this Agreement by, through or under whom the person or entity claims such employment shall indemnify, defend and hold harmless the other party against and from any and all such claims and all costs, expenses and liabilities incurred in connection with such claim or any action or proceeding brought thereon. The agreement contained in this Paragraph shall survive the Closing or the earlier termination hereof. 21. TITLE COMPANY. Title Agent hereby accepts its designation as Title Agent hereunder, acknowledges receipt of the Earnest Money, and agrees to hold and disburse the Earnest Money as herein provided. Title Agent shall not be liable for any acts taken in good faith, shall only be liable for its willful default or action, or gross negligence, and may, in its sole discretion, rely in good faith upon the written notices, communications, orders or instructions given by any party hereto. 22. TIME PERIOD. Time is of the essence in this Agreement. Provided, however, that if the time within which any action, consent, approval or other activity contemplated, expires on a Saturday, Sunday or a national bank holiday, such time period shall automatically be deemed extended to the first day after the scheduled termination of such time period which is not a Saturday, Sunday or national bank holiday. 10 23. NOTICES. All notices required or permitted to be given hereunder shall be in writing, delivered in person or sent by reputable overnight carrier for next business day delivery or by facsimile (for which receipt has been confirmed by the sender pursuant to the telefax machine's confirmation software), and shall be effective on receipt. Notice shall be directed as follows: To Seller: CHARLES HICKS AND ASSOCIATES P.O. Box 60 Oakridge, TN 37830 Telephone: 865-483-5715 Facsimile: 865-482-9639 To Purchaser: RONALD A. POTTS 490 Regatta Bay Blvd. Destin, FL 32541 Telephone: 850-269-3804 Facsimile: 850-269-3806 With a copy to: GREENBERG TRAURIG, LLP The Forum, Suite 400 3290 Northside Parkway, N.W. Atlanta, GA 30327 Attention: Robert E. Altenbach, Esq. Telephone: 678-553-2440 Facsimile: 678-553-2188 To Title Company: JOYCE, MERIDETH, FLITCROFT & NORMAN 30 Kentucky Avenue Oakridge, TN 32830 Attention: David Flitcroft Telephone: 865-482-2486 Facsimile: ________________ 24. ASSIGNMENT OF INTEREST. Until Closing or the earlier termination hereof Seller shall not assign its right, title or interest in and to the Property. Purchaser may not assign its right, title to interest in and to this Agreement without the prior written consent of Seller. Notwithstanding the foregoing Purchaser may, without the consent of Seller, assign this Agreement to an entity under control or under common control of Purchaser. 25. SURVIVAL. The representations and warranties made herein shall survive the closing of the transactions contemplated hereby for one (1) year. 26. CONSTRUCTION. This Agreement shall be governed by, interpreted, construed and enforced in accordance with the laws of the State of Tennessee. Seller and Purchaser acknowledge that they have both participated in the drafting of this Agreement and that neither 11 Seller nor Purchaser shall be entitled to the benefit of the legal principle that a document is to be construed against the person drafting it. 27. PERSONS BOUND. This Agreement will bind and inure to the benefit of the parties and their respective successors and permitted assigns. 28. MODIFICATION/AMENDMENT. This Agreement contains the entire agreement of the parties, supersedes all prior negotiations and agreements between the parties, and may not be modified or amended except by a writing executed by Seller and Purchaser. 29. COUNTERPARTS. This Agreement may be executed in one or more counterparts each of which shall be deemed an original but all of which shall constitute one and the same Agreement. 30. WAIVER. Except as otherwise provided herein, the failure of Seller or Purchaser to insist upon or enforce any of their respective rights hereunder shall not constitute a waiver thereof. 31. CAPTIONS. The captions used herein have been included for convenience of reference only and shall not be deemed to vary the content of this Agreement or limit the provisions or scope of any section or paragraph hereof. 32. PRONOUNS. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular, or plural as the identity of the person or entity may require. 33. SEVERABILITY. Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but in the event that any provision of this Agreement shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. 34. EXHIBITS. All of the Exhibits annexed hereto are incorporated herein by reference and form a part of this Agreement. 35. USE OF THE WORD "HEREIN". Use of the words "herein," "hereof," "hereunder" and any other words of similar import refer to this Agreement as a whole and not to any particular article, section or other paragraph of this Agreement unless specifically noted otherwise in this Agreement. 36. THIRD PARTIES. This Agreement shall not be deemed to confer in favor of any third parties any rights whatsoever as third-party beneficiaries, the parties hereto intending by the provisions hereof to confer no such benefits or status. 37. CONFIDENTIALITY. Purchaser and Seller expressly acknowledge and agree that this Agreement, all financial information regarding Purchaser and any documents and information exchanged between Purchaser and Seller shall be confidential in nature and shall be kept in strict confidence. Purchaser and Seller agree that such confidential materials shall only be transmitted 12 to Purchaser's and Seller's representatives and their respective lenders who need to know the information in the materials for the purpose of evaluating the Property or to prepare to close the transactions contemplated hereby. Purchaser and Seller, for the benefit of each other, hereby agree prior to the Closing Date, they will not release or cause or permit to be released any press notices, publicity (oral or written) or advertising promotion relating to, or otherwise announce or disclose or cause or permit to be announced or disclosed, in any manner whatsoever, the terms, conditions, or substance of this Agreement or the transactions contemplated herein, without first obtaining the written consent of the other parties hereto. 38. ATTORNEY'S FEES. In any action at law or in equity, including an action for declaratory relief, brought to enforce or interrupt the provisions of this Agreement, the prevailing party shall be entitled to recover reasonable attorney's fees from the other party, which fees may be set by the court in the trial of such action or may be enforced in a separate action brought for that purpose, and which fees shall be in addition to any other relief which may be awarded. [Signature page to Real Estate Sale and Purchase Agreement] IN WITNESS WHEREOF, the parties have executed this Agreement, or caused this Agreement to be executed, to be effective as of Effective Date. SELLER: /s/ Charles B. Hicks ----------------------------------------- Charles B. Hicks PURCHASER: Ronald A. Potts By /s/ Ronald A. Potts --------------------------------------- Name ------------------------------------- Title ------------------------------------ [Signatures continued on following page] 13 [Signature page to Real Estate Sale and Purchase Agreement] The undersigned Escrow Agent hereby acknowledges receipt of the Earnest Money referred to in Paragraph 2 of the preceding Agreement and agrees to the terms set forth in Paragraph 21 thereof. ESCROW AGENT: ----------------------------------------- By --------------------------------------- Name ------------------------------------- Title ------------------------------------ 14 EXHIBIT A LEGAL DESCRIPTION OF PROPERTY EX-10.25 26 g77012exv10w25.txt SECOND AMENDMENT TO REAL ESTATE SALE AGREEMENT EXHIBIT 10.25 SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT THIS SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT, entered into as of the 23rd day of April, 2002, by and between RONALD A. POTTS, an individual and resident of the State of Florida ("Purchaser"), and CHARLES B. HICKS, an individual and resident of the State of Tennessee ("Seller"). W I T N E S S E T H: WHEREAS, the Seller and Purchaser previously entered into that certain Purchase and Sale Agreement for the purchase of certain real property located in Blount County, Tennessee, dated April 16, 2002, as amended by that certain Amendment to Purchase and Sale Agreements dated April 16, 2002 (as amended, the "Purchase Agreement"); and WHEREAS, Seller and Purchaser desire to amend the Purchase Agreement as set forth hereinbelow: NOW, THEREFORE, for and in consideration of the sum of TEN AND NO/100 DOLLARS ($10.00), the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows: 1. Defined Terms. All capitalized terms used herein shall have the same meaning as in the Purchase Agreement, unless otherwise expressly set forth herein. 2. Conveyance. Section 14(b) of the Purchase Agreement is hereby amended by adding the following language as Section 14(b)(xiii): "Consent of Seller's lender to the assumption of the indebtedness on the Property by Purchaser, in such form as is reasonably acceptable to Purchaser." 3. No Further Modification. Except as expressly modified hereby, the Agreement shall remain unamended and in full force and effect and is hereby ratified and confirmed by the parties hereto. 4. Execution Counterparts. This Agreement may be executed in multiple counterparts and by facsimile signature to be followed by original signature, each of which shall be deemed an original and all such counterparts together shall constitute one and the same instrument. [SIGNATURES APPEAR ON FOLLOWING PAGE] IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed under seal, to be effective as of the date and year first above written. SELLER: CHARLES B. HICKS /s/ Charles B. Hicks ------------------------------- (SEAL) PURCHASER: RONALD A. POTTS /s/ Ronald A. Potts ------------------------------- (SEAL) EX-10.26 27 g77012exv10w26.txt THIRD AMENDMENT TO REAL ESTATE SALE AND AGREEMENT EXHIBIT 10.26 THIRD AMENDMENT TO REAL ESTATE SALE AND PURCHASE AGREEMENT THIS THIRD AMENDMENT TO REAL ESTATE SALE AND PURCHASE AGREEMENT (this "Amendment") is made as of the 24th day of June, 2002, by and between CHARLES B. HICKS, an individual and resident of the State of Tennessee (hereinafter referred to as the "Seller"), and RONALD A. POTTS, an individual and resident of the State of Florida ("hereinafter referred to as "Purchaser"). W I T N E S S E T H T H A T: - - - - - - - - - - - - - - WHEREAS, Purchaser and Seller are parties to that certain Real Estate Sale and Purchase Agreement dated April 16, 2002, as amended by that certain Amendment to Purchase and Sale Agreements dated April 16, 2002, and as further amended by that certain Second Amendment to Purchase and Sale Agreement dated as of April 23, 2002 (as amended, the "Agreement"), with respect to certain real property located in Blount County, Tennessee, as more particularly described in the Agreement; and WHEREAS, Purchaser and Sellers desire to further modify and amend the Agreement in certain respects; NOW, THEREFORE, for and in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Purchaser and Sellers hereby agree as follows: 1. Defined Terms. All terms used in this Amendment with an initial capital letter which are not otherwise defined herein shall have the meanings given to such terms in the Agreement. 2. Purchase Price. From and after the date hereof, the Agreement is hereby amended by deleting Section 3 in its entirety and inserting the following in lieu thereof: "In consideration for the Property, Purchaser shall pay to Seller the sum of Six Hundred Thousand and No/100 Dollars ($600,000.00) as follows: (a) at Closing, Purchaser shall deliver to Seller a total of Eighty-Three Thousand Three Hundred Thirty-Five (83,335) shares of Oasis Group, Inc. common stock held by Purchaser, and (b) assume the existing indebtedness in the amount of Five Hundred Thousand and No/100 Dollars ($500,000.00) in favor of First National Lenoir City." 3. Ratification. Except as expressly modified hereby, the Agreement shall remain unamended and in full force and effect and is hereby ratified and confirmed by the parties hereto. 4. Counterparts. This Amendment may be executed in multiple counterparts, each of which shall constitute an original and all of which taken together shall constitute one and the same instrument. [SIGNATURES APPEAR ON FOLLOWING PAGE] IN WITNESS WHEREOF, Purchaser and Seller have entered into this Amendment as of the day and year first above written. PURCHASER: /s/ Ronald A. Potts (SEAL) ------------------------------ RONALD A. POTTS Date of Execution: - ------------------------------ SELLER: /s/ Charles B. Hicks (SEAL) ------------------------------ CHARLES B. HICKS Date of Execution: - ------------------------------ 2 EX-10.27 28 g77012exv10w27.txt SALE AND PURCHASE AGREEMENT EXHIBIT 10.27 ================================================================================ AMENDED AND RESTATED REAL ESTATE SALE AND PURCHASE AGREEMENT WATTS BAR By and Between RONALD A. POTTS and CHARLES B. HICKS Date: July 9, 2002 ================================================================================ Table of Contents
Page 1. Agreement of Purchase and Sale......................................................................... 1 2. Earnest Money.......................................................................................... 1 3. Purchase Price......................................................................................... 1 4. Feasibility Period..................................................................................... 1 5. Due Diligence Documents................................................................................ 2 6. Survey................................................................................................. 3 7. Title.................................................................................................. 3 8. Property Inspection.................................................................................... 4 9. Condition of the Property and Operation of the Property Prior to Closing............................... 4 10. Seller's Representations and Warranties................................................................ 4 11. Purchaser's Representations and Warranties............................................................. 6 12. Seller's Obligations Pending Closing................................................................... 6 13. Closing................................................................................................ 7 14. Conveyance............................................................................................. 7 15. Possession............................................................................................. 8 16. Settlement Costs and Adjustments....................................................................... 8 17. Condemnation........................................................................................... 9 18. Seller's Remedy........................................................................................ 9 19. Purchaser's Remedies................................................................................... 10 20. Real Estate Commissions................................................................................ 10 21. Escrow Agent........................................................................................... 10 22. Time Period............................................................................................ 10 23. Notices................................................................................................ 11 24. Assignment of Interest................................................................................. 11 25. Survival............................................................................................... 11 26. Construction........................................................................................... 11 27. Persons Bound.......................................................................................... 12 28. Modification/Amendment................................................................................. 12 29. Counterparts........................................................................................... 12 30. Waiver................................................................................................. 12
31. Captions............................................................................................... 12 32. Pronouns............................................................................................... 12 33. Severability........................................................................................... 12 34. Exhibits............................................................................................... 12 35. Use of the Word "Herein"............................................................................... 12 36. Third Parties.......................................................................................... 12 37. Confidentiality........................................................................................ 12 38. Attorney's Fees........................................................................................ 13

ii AMENDED AND RESTATED REAL ESTATE SALE AND PURCHASE AGREEMENT This AMENDED AND RESTATED REAL ESTATE SALE AND PURCHASE AGREEMENT ("Agreement") is made and entered into as of the 9th day of July 2002 (the "Effective Date"), by and between RONALD A. POTTS, an individual residing in the state of Florida ("Purchaser" or "Potts"), and Charles B. Hicks, an individual residing in the state of Tennessee or assignee (the "Seller"). WHEREAS, this Agreement amends, restates and supercedes that certain Real Estate Purchase and Sale Agreement dated as of March 26, 2002 by and between Charlie Hicks & Associates, as seller, and Watts Bar Plantation, Inc., as purchaser, for the Property (as defined hereinbelow); NOW, THEREFORE, for and in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Purchaser and Seller hereby agree as follows: 1. AGREEMENT OF PURCHASE AND SALE. Seller hereby agrees to sell to Purchaser, and Purchaser hereby agrees to purchase from Seller, the "Land," "Ancillary Rights" and "Improvements" (hereinafter called the "Property ") located in Tennessee, as more specifically described in attached Exhibit A, together with all right, title and interest of Seller in and to any trade or business name (hereinafter collectively called the "Trade Name") used in connection with the operation of the business conducted by Seller at the Land (if any); and all easements, appurtenances, rights, privileges, reservations and tenements belonging or pertaining to any of the foregoing. The foregoing items are hereinafter collectively called the "Property." 2. EARNEST MONEY. As of May 15, 2002, Purchaser has deposited the sum of One Hundred Thousand and No/100 Dollars ($100,000.00) (the "Earnest Money") with SELLER, to be held in trust on the terms herein set forth for the mutual benefit of the parties hereto. The Earnest Money shall be refunded to the Purchaser if Purchaser decides, for any reason, to not proceed with the purchase of the Property at any time prior to the expiration of the Feasibility Period (as defined herein). At the Closing the Earnest Money shall be applied to the Purchase Price. As used in this Agreement, the term "Refund" shall mean the Earnest Money, with interest thereon, if any, shall be returned to Purchaser except for the $100, which Seller shall retain as consideration for Seller's entering into this Agreement. 3. PURCHASE PRICE. In consideration for the Property, Purchaser shall pay Seller the sum of EIGHT MILLION FIVE HUNDRED THOUSAND AND NO/100 Dollars ($8,500,000.00) . 4. FEASIBILITY PERIOD. The "Feasibility Period" shall begin upon receipt of all of the Due Diligence Information (as defined in Section 5 below) by Purchaser and shall be acknowledged by written confirmation executed by both Seller and Purchaser. The Feasibility Period shall last for twenty (20) days. During the Feasibility Period, the Purchaser shall review the Due Diligence Information, including, but not limited to, surveys, title reports, and shall perform any examination, inspection, test, or investigation of the Property deemed necessary by Purchaser, in Purchaser's sole discretion. In the event that Purchaser is dissatisfied with the results of any inspection, test, examination or investigation of the Property for whatever reason, in Purchaser's sole discretion, Purchaser shall have the right to terminate this Agreement by written notice to Seller delivered prior to the expiration of the Feasibility Period (including any extension thereof), whereupon Seller shall immediately refund all Earnest Money (including the Additional Deposit, if paid by Purchaser) to Purchaser and this Agreement shall be of no further force or effect and the parties hereto shall be relieved of any further obligations or duties hereunder. 5. DUE DILIGENCE INFORMATION. Seller shall, prior to the beginning of the Feasibility Period or as soon as commercially practicable after the Effective Date, provide to Purchaser the following: (a) Any and all environmental reports, site assessments or governmental notices relating to the environmental condition of the Property which are in the possession of Seller (collectively, the "Environmental Report"); (b) Any and all surveys pertaining to the Property including boundary, topographic and tree surveys; (c) Copies of any and all correspondence or notices regarding the Property's compliance or failure to comply with any governmental ordinance, code or regulation pertaining thereto; (d) A copy of any and all permits, licenses and similar documents relating to the Property; (e) Current agreement(s) with owner/partner(s) and preliminary title reports; (f) Current property tax bills; (g) Subdivision maps, with conditions; (h) All current covenants, conditions and restrictions relating to the Property including public subdivision; (i) Any soil, biological, geological and engineering reports; (j) EIR, specific plan(s) and conditions of approval; (k) Governmental zoning letter, will serve letters and development agreements; (l) Plans/costs regarding grading, improvements, landscape and building architecture; (m) Any other obligations of the ultimate lot buyers, including fees, design guidelines, bonds, or dues, plus limitations for the Purchaser; (n) Any agreements between the Seller and the community residents that obligate the Purchaser to perform in any way for such residents, the local authority, and/or Homeowner's Associations; (o) All disclosures regarding any significant impact on the Property (i.e., faults, flood zones, moratoria, etc.). The foregoing information shall hereinafter be referred to as the "Due Diligence Information"; however; the enumeration of the Due Diligence Information above shall not be construed to limit the information that Purchaser may require to conduct its evaluation of the Property. If, after reviewing the Due Diligence Information, Purchaser deems it necessary to receive additional information from Seller, then all such additional information shall also be referred to as the "Due Diligence Information." 6. SURVEY. During the Feasibility Period, Purchaser will have the right to enter onto the Property to have a new survey of the Property prepared or to have Seller's survey of the Property updated at Purchaser's expense. If the survey prepared or updated as provided above (the "Survey") shows matters affecting marketability of title to the Property, Purchaser may object thereto prior to the expiration of the Feasibility Period. Seller will have until Closing to cure such matters; provided, however, that Seller will have until five (5) business days after receipt of Purchaser's objections in which to indicate to Purchaser in writing any and all of such matters which Seller will decline to cure. 7. TITLE. (a) Seller shall convey to Purchaser at Closing good and marketable fee simple title in and to the Property. For the purposes of this Agreement, "good and marketable fee simple title" shall mean fee simple ownership which is: (i) free of all claims, liens and encumbrances of any kind or nature whatsoever other than the Permitted Title Exceptions (as defined below); and (ii) insurable by Joyce, Merideth, Flitcroft & Norman Title Insurance Company (the "Title Company"), at then-current standard rates under the standard form of ALTA owner's policy of title insurance (ALTA Form B-1992), with the standard or printed exceptions therein deleted and without exception other than for the Permitted Exceptions (the "Title Policy"). For the purposes of this Agreement, the term "Permitted Title Exceptions" shall mean: (A) current city, state and county ad valorem taxes not yet due and payable; (B) easements for the installation or maintenance of public utilities serving only the Property; (C) any other matters disclosed by the most current survey then available except for such survey matters as Seller is obligated to cure pursuant to this Agreement; and (D) any matter Purchaser agrees to in writing. (b) Within 10 days after the Effective Date, Seller shall, at Seller's sole cost and expense, cause the Title Company to issue and deliver to Purchaser a written commitment (the "Preliminary Title Report") to issue the Title Policy in the full amount of the Purchase Price of the Property. Seller shall pay the premium for the Title Policy at or before the Closing. Purchaser agrees to pay for the additional cost of an extended ALTA policy of title insurance, with a mechanic's lien binder in the amount of the Purchase Price. (c) If the Preliminary Title Report reveals non-Permitted Title Exceptions, or any title defects, Purchaser may object by notifying Seller in writing within five (5) days after the date of receipt of the Preliminary Title Report. Seller will have until five (5) business days after receipt of Purchaser's objections in which to indicate to Purchaser in writing any non-Permitted Title Exceptions raised by Purchaser, which Seller will not cure. All other matters must be cured prior to Closing and Seller shall pay at or prior to Closing any and all liens, judgments and mortgages. If there are any items Seller declines to cure, within five (5) business days after receipt by Purchaser of Seller's response to Purchaser's notice, Purchaser shall deliver notice to Seller in which Purchaser elects, with respect to such items, to either (i) accept the Property with such matters as Seller declines to cure with no change in the terms of this Agreement, or (ii) decline to accept the Property with such matters. If Purchaser declines to accept the Property pursuant to option (ii) above, then, except as expressly provided herein, this Agreement will be null and void, and the Title Agent shall refund of all Earnest Money to Purchaser, whereupon, the parties will have no further rights, duties, obligations or liabilities to one another under this Agreement. 8. PROPERTY INSPECTION. (a) Purchaser and Purchaser's agents or contractors shall have the right during the Feasibility Period to enter the Property at reasonable times for the purpose of inspecting, testing and appraising the Property and to review all books and records, contracts and other operating documents relating to the Property, upon reasonable notice to Seller. Seller shall provide access to all areas at the Property. Purchaser shall keep the Property free and clear of any mechanic or material man's liens arising out of such entry. 9. CONDITION OF THE PROPERTY AND OPERATION OF THE PROPERTY PRIOR TO CLOSING. Seller agrees that on the Date of Closing the Property shall be in the same physical condition as on the date of Purchaser's inspection of the Property. In the event that there is a material change in the condition of the Property between the date that Purchaser conducts its inspection and the Date of Closing, then Purchaser shall have the option of terminating this Agreement and all Earnest Money shall be returned to Purchaser and neither party shall have any further obligation hereunder. Prior to Closing, Seller shall be responsible for and shall maintain the property at Seller's sole cost and expense. Seller shall indemnify and hold Purchaser harmless against all claims which may be made relating to Seller's ownership or operation of the Property and any acts or omissions occurring during Seller's ownership of the Property including all obligations, losses, damages, penalties, costs and expenses related thereto (including, but not limited to, Purchaser's reasonable attorney's fees). Purchaser shall indemnify and hold Seller harmless against all claims which may be made relating to Purchaser's ownership or operation of the Property and any acts or omissions occurring during Purchaser's ownership of the Property including all obligations, losses, damages, penalties, costs and expenses related thereto (including, but not limited to, Seller's reasonable attorney's fees). 10. SELLER'S REPRESENTATIONS AND WARRANTIES. As of the Effective Date (unless a different date is specified), Seller represents and warrants to Purchaser that: (a) No person, firm, or entity (except as may be set forth in this Agreement) has any rights in or right to acquire the Property or any part thereof. (b) Seller has received no written notice and has no knowledge of any actual or threatened action, litigation, rezoning, condemnation or proceeding by any person, entity or governmental agency, which would affect the Property. (c) Seller has received no written notice and has no knowledge of any governmental assessments concerning the Property, which are unpaid. (d) Seller has no knowledge of and has received no written notice of any violation of law, municipal or county ordinances or codes, or other legal requirements with respect to the Property. (e) The Property does not violate environmental laws applicable to it and Seller has not used the Property for the generation, storage or handling of hazardous materials or contaminants and there has been no release of a hazardous substance on or from the Property. (f) Seller is or, as of the Closing Date will be, the owner of fee simple, marketable title to the Property. (g) None of the lots are located in a flood plain area. (h) No improvements or repairs have been made or will be made to the Property on behalf of the Seller during the 90 days immediately preceding the Closing Date which will not be paid for in full as of the Closing Date, and there will be no outstanding bills incurred for labor, services and materials used in making improvements or repairs on the Property on behalf of Seller or for services of architects, surveyors or engineers engaged by Seller. (i) As of the Closing Date, there will be no unpaid bills or liens for past due taxes or assessments of any nature, for any paving, sidewalk, curbing, water, sewer, street improvements, other utilities or other services provided for the benefit of the Seller on the Property of any kind against the Property, other than those items which are pro-rated in connection with Closing. (j) Seller has made no representations to any county or local authorities or any homeowners in the community regarding the type or style of the development of the Property, except, if any, for those disclosed in writing to Purchaser during the Feasibility Period. (k) All labor performed and materials supplied for the Property have been fully paid by Seller, and any person for such labor or materials may claim no mechanic's lien or any other lien. (l) Seller has no knowledge or information of any facts, circumstances, or other conditions, which do or would in any way adversely affect the Property, or the successful operation of the Property, except as specifically provided to Purchaser in writing during the Feasibility Period. All of the representations and warranties of Seller shall be true and correct as of the Closing Date and Seller shall re-certify the representations and warranties on the Closing Date and shall indemnify and hold harmless the other party for any and all loss, damages, costs or liabilities incurred due to the inaccuracy thereof. This indemnity shall survive the Closing for a period of one (1) year. 11. PURCHASER'S REPRESENTATIONS AND WARRANTIES. As of the Effective Date (unless a different date is specified), Purchaser represents and warrants to Seller that: (a) Potts has the full power and authority necessary to execute, deliver and perform his obligations under this Agreement and the other documents and instruments to be executed and delivered by Potts pursuant to this Agreement (the "Agreement Documents"). (b) The Agreement Documents to be executed and delivered by Potts have been or will be, as the case may be, duly executed and delivered by Potts and constitute or will constitute the legal, valid and binding obligations of Potts, enforceable in accordance with their respective terms, except as may be limited by bankruptcy, insolvency, or other laws affecting creditors' rights generally, or as may be modified by a court of equity. (c) The execution, delivery and performance by Potts of the Agreement Documents to be executed and delivered by Potts: (a) do not require the consent of or notice to any third party; (b) do not violate any law, ordinance, regulation, ruling, judgment, order or injunction of any court or governmental instrumentality to which Potts is subject or by which Potts or any of his respective properties are bound. All of the representations and warranties of Purchaser shall be true and correct as of the Closing Date and Purchaser shall re-certify the representations and warranties on the Closing Date and shall indemnify and hold harmless the other party for any and all loss, damages, costs or liabilities incurred due to the inaccuracy thereof. This indemnity shall survive the Closing for a period of one (1) year. 12. SELLER'S OBLIGATIONS PENDING CLOSING. Between the Effective Date and the Closing Date (or termination hereof), Seller shall: (a) Use all reasonable efforts as may be necessary to effect the transactions contemplated by this Agreement. (b) Maintain the Property in the same manner as is presently done, subject to normal wear and tear, casualty, and condemnation. (c) Maintain existing insurance coverage or its equivalent in force with respect to the Property. (d) Not convey or contract to convey or voluntarily encumber the Property or any portion thereof or interest therein. (e) Not enter into any contract that will be an obligation affecting the Property or any part thereof subsequent to the closing without Purchaser's prior written consent which Purchaser agrees not to unreasonably withhold or delay. (f) Cooperate with, and assist in Purchaser's efforts to obtain access to governmental agencies that have approval authority concerning the development of the Property. (g) Perform all acts reasonably necessary to ensure the assignment and transfer of any development and underground rights and concessions from Seller to Purchaser at the Closing. 13. CLOSING. The closing of the transaction contemplated hereby (the "Closing") shall occur on or before the date which is one hundred fifty (150) days from the Effective Date (the "Closing Date") of this Agreement. Purchaser shall have the right to extend the Closing Date for one (1) period of sixty (60) days by paying to Seller an additional deposit in the amount of Twenty-Five Thousand and No/100 Dollars ($25,000.00) (the "Additional Deposit"), which Additional Deposit, if paid by Purchaser, shall become a part of the Earnest Money under this Agreement and shall be disbursed in accordance with terms and conditions of this Agreement governing the same. The exact time, date and location of the Closing shall be mutually agreed upon by the parties hereto. 14. CONVEYANCE. (a) At the Closing, the parties will execute and deliver all deeds and other documents necessary to consummate the transactions contemplated by this Agreement, as more specifically set forth in this section. (b) At Closing, Seller shall convey the Property subject only to the Permitted Survey Exceptions and the Permitted Title Exceptions (collectively, the "Permitted Exceptions") and deliver to Purchaser the following documents (all of which shall be duly executed, sealed, witnessed and notarized where required): (i) General Warranty Deed (the "Deed") conveying title to the Land and Improvements subject only to the Permitted Exceptions. (ii) An assignment of any and all contracts affecting the Property, together with any security or other deposits pertaining thereto. (iii) Blanket assignment and transfer of any and all assignable warranties and guarantees from any contractors, subcontractors, suppliers, manufacturers or distributors relating to the Property. (iv) The original of any and all assignable licenses and permits related to the Property. (v) An affidavit establishing that Seller is not a "foreign person" for withholding purposes under the Internal Revenue Code. (vi) A reaffirmation of Seller's representations and warranties in Paragraph 10 hereof. (vii) An affidavit sufficient to cause Purchaser's title insurer to remove standard printed exceptions in its title policy for mechanic's liens, broker's liens, and rights of parties in possession. (viii) If the Survey has a legal description different than that contained in Exhibit A, a quitclaim deed based on the Updated Survey. (ix) A closing statement. (x) A termination of any and all contracts related to the Property. (xi) A certificate dated as of the Closing Date signed by Charles B. Hicks certifying that the representations and warranties of Seller set forth herein are true and correct in all material respects as of the Closing Date and that Seller has fulfilled all of the conditions in the Agreement. (xii) Such other documentation as may be reasonably required of Seller to effect the consummation of the transactions contemplated hereby. (c) At Closing, Purchaser shall deliver to Seller the following (all of which shall be duly executed, sealed, witnessed and notarized where required): (i) The total purchase price. (ii) A copy of a good standing certificate regarding Oasis certified by the Secretary of State of Tennessee, dated within thirty (30) days prior to Closing, in the event of an Assignment by Purchaser to Oasis Group, Inc. or any entity related thereto or affiliated therewith. (iii) A copy of a Resolution of the Board of Directors, Managing Member or General Partner of Purchaser authorizing the transactions contemplated herein, the execution and delivery of all documents required to effectuate such, and designating the person authorized to execute and deliver such documents on behalf of Purchaser, together with a Certificate of Incumbency with respect to such officers, only if necessary. In the event that Purchaser is an entity other than a corporation, Purchaser shall deliver certifications equivalent to those required by the preceding sentence with respect to such entity, only if necessary. (d) At Closing, the Closing Agent will apply the Earnest Money toward the Purchase Price. 15. POSSESSION. Seller shall give possession of the Property to Purchaser on the Closing Date. 16. SETTLEMENT COSTS AND ADJUSTMENTS. (a) Each party shall be responsible for its respective attorneys' fees incurred by it in connection with this Agreement and the transactions contemplated hereby. Purchaser shall be responsible for the costs of any and all audits, tests, surveys or inspections of the Property, which it desires to make; intangible tax on any security instrument recorded on behalf of Purchaser in connection with this Agreement. Purchaser and Seller shall each be responsible for one-half (1/2) of any title company escrow or investment fees with respect to the Earnest Money. Seller shall be responsible for any and all transfer taxes with respect to the General Warranty Deed; any title examination fees and premiums in connection with obtaining title insurance on the Property; and any and all recording costs. (b) The following items shall be prorated and adjusted between Seller and Purchaser as of 11:59 p.m. on the date before the Closing Date: (i) All general real estate, personal property and sanitary taxes, which are liens upon the Property for the year of Closing, shall be prorated on the basis of the most recent ascertainable tax bill. Such taxes shall be adjusted, if necessary, when the actual tax bills for the period covered by the proration shall become available, and the appropriate payment or credit shall be made between the Purchaser and Seller within ten (10) days after demand. Seller shall pay all assessments due and payable prior to the Closing Date; Purchaser shall be responsible for those becoming payable thereafter; and (ii) No capital expenses will be prorated, Seller will pay for any prepayment fees, recording costs, and other costs incurred by Seller in connection with satisfaction of any mortgage and other title matters it agrees to cure, and, to the extent bills for expenses for which Seller is responsible have not been received by Closing, Seller will reimburse Purchaser within 10 days after demand (accompanied by a copy of the bill in question). 17. CONDEMNATION. If on or before the Closing Date eminent domain proceedings are instituted, or a notice of condemnation is given, with respect to all or a portion of the Property, Seller shall promptly notify Purchaser thereof. Purchaser shall have the right to terminate this Agreement by giving written notice to Seller at any time after receiving written notice from the Seller, but not later than twenty (20) days after receipt of such notice from Seller, and in the event Purchaser exercises such right to terminate this Agreement, the Escrow Agent shall make a Refund of all Earnest Money to Purchaser, whereupon no party hereto shall have any further rights, obligations or liabilities hereunder. In the event of any eminent domain proceedings, and provided Purchaser has not elected to terminate this Agreement, the General Warranty Deed shall be subject to any such eminent domain proceeding, such taking shall be deemed a Permitted Exception, and Seller shall deliver to Purchaser on the Closing Date an assignment in a form satisfactory to Purchaser of all of Seller's right, title and interest in and to any eminent domain award. 18. SELLER'S REMEDY. If all of the conditions to Purchaser's obligation to purchase the Property have been fulfilled or waived in writing by Seller and if Purchaser defaults in performing under this Agreement, and such default is for any other reason than Seller's default, Seller shall be entitled to payment of the Earnest Money and interest thereon, not as a penalty, but as full liquidated damages, the parties declaring and agreeing that actual damages are impossible to ascertain and that such is and represents a reasonable forecast and settlement of such damages of Seller, reached after negotiation between the parties. The parties agree that the sum stated above is liquidated damages and shall be Seller's sole and exclusive remedy for such breach by Purchaser. 19. PURCHASER'S REMEDIES. In the event that Seller defaults in performing under this Agreement and such default is not waived in writing by Purchaser or should any of Seller's warranties or representations be untrue in any material respect, Purchaser shall elect either of the following as Purchaser's sole and exclusive remedy for such breach: (a) Terminate this Agreement by written notice delivered to Seller on or before the Closing Date, in which case the Escrow Agent shall Refund all Earnest Money and interest thereon to Purchaser, whereupon neither party shall have any further rights or remedies with respect to this Agreement; or (b) Seek specific performance of this Agreement against Seller. Notwithstanding the foregoing, to the extent Seller has provided an express warranty or indemnification, Purchaser's remedies will not be limited by this Paragraph. 20. REAL ESTATE COMMISSIONS. Seller covenants and represents to Purchaser that no brokers are claiming by, through or under Seller and none are entitled to be paid a finder's fee, cooperation fee, commission or other brokerage-type fee or similar compensation in connection with this Agreement and the transactions contemplated hereby ("Brokerage Compensation"), and that Seller has not had any dealings or agreements with any other individual or entity in connection therewith. Purchaser covenants and represents to Seller that ("Buyer's Brokers") no brokers are claiming by, through or under Purchaser and none are entitled to be paid Broker's Compensation, and that Purchaser has not had any dealings or agreements with any other individual or entity in connection therewith. If any person or entity shall assert a claim to such a fee or compensation against either Seller or Purchaser on account of alleged employment as a finder, consultant or broker, then the party to this Agreement by, through or under whom the person or entity claims such employment shall indemnify, defend and hold harmless the other party against and from any and all such claims and all costs, expenses and liabilities incurred in connection with such claim or any action or proceeding brought thereon. The agreement contained in this Paragraph shall survive the Closing or the earlier termination hereof. 21. INTENTIONALLY DELETED 22. TIME PERIOD. Time is of the essence in this Agreement. Provided, however, that if the time within which any action, consent, approval or other activity contemplated, expires on a Saturday, Sunday or a national bank holiday, such time period shall automatically be deemed extended to the first day after the scheduled termination of such time period which is not a Saturday, Sunday or national bank holiday. 23. NOTICES. All notices required or permitted to be given hereunder shall be in writing, delivered in person or sent by reputable overnight carrier for next business day delivery or by facsimile (for which receipt has been confirmed by the sender pursuant to the telefax machine's confirmation software), and shall be effective on receipt. Notice shall be directed as follows: To Seller: CHARLES B. HICKS P. O. Box 60 Oakridge, TN 37830 Telephone: 865-483-5715 Facsimile: 865-482-9639 To Purchaser: RONALD A. POTTS 490 Regatta Bay Blvd. Destin, FL 32541 Telephone: 850-269-3804 Facsimile: 850-269-3806 With a copy to: GREENBERG TRAURIG, LLP The Forum, Suite 400 3290 Northside Parkway, N.W. Atlanta, GA 30327 Attention: Robert E. Altenbach, Esq. Telephone: 678-553-2440 Facsimile: 678-553-2188 24. ASSIGNMENT OF INTEREST. Until Closing or the earlier termination hereof Seller shall not assign its right, title or interest in and to the Property. Purchaser may, without the consent of Seller, assign this Agreement to an entity under control or under common control of Purchaser. 25. SURVIVAL. The representations and warranties made herein shall survive the closing of the transactions contemplated hereby for one (1) year. 26. CONSTRUCTION. This Agreement shall be governed by, interpreted, construed and enforced in accordance with the laws of the State of Tennessee. Seller and Purchaser acknowledge that they have both participated in the drafting of this Agreement and that neither Seller nor Purchaser shall be entitled to the benefit of the legal principle that a document is to be construed against the person drafting it. 27. PERSONS BOUND. This Agreement will bind and inure to the benefit of the parties and their respective successors and permitted assigns. 28. MODIFICATION/AMENDMENT. This Agreement contains the entire agreement of the parties, supersedes all prior negotiations and agreements between the parties, and may not be modified or amended except by a writing executed by Seller and Purchaser. 29. COUNTERPARTS. This Agreement may be executed in one or more counterparts each of which shall be deemed an original but all of which shall constitute one and the same Agreement. 30. WAIVER. Except as otherwise provided herein, the failure of Seller or Purchaser to insist upon or enforce any of their respective rights hereunder shall not constitute a waiver thereof. 31. CAPTIONS. The captions used herein have been included for convenience of reference only and shall not be deemed to vary the content of this Agreement or limit the provisions or scope of any section or paragraph hereof. 32. PRONOUNS. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular, or plural as the identity of the person or entity may require. 33. SEVERABILITY. Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but in the event that any provision of this Agreement shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. 34. EXHIBITS. All of the Exhibits annexed hereto are incorporated herein by reference and form a part of this Agreement. 35. USE OF THE WORD "HEREIN". Use of the words "herein," "hereof," "hereunder" and any other words of similar import refer to this Agreement as a whole and not to any particular article, section or other paragraph of this Agreement unless specifically noted otherwise in this Agreement. 36. THIRD PARTIES. This Agreement shall not be deemed to confer in favor of any third parties any rights whatsoever as third-party beneficiaries, the parties hereto intending by the provisions hereof to confer no such benefits or status. 37. CONFIDENTIALITY. Purchaser and Seller expressly acknowledge and agree that this Agreement, all financial information regarding Purchaser and any documents and information exchanged between Purchaser and Seller shall be confidential in nature and shall be kept in strict confidence. Purchaser and Seller agree that such confidential materials shall only be transmitted to Purchaser's and Seller's representatives and their respective lenders who need to know the information in the materials for the purpose of evaluating the Property or to prepare to close the transactions contemplated hereby. Purchaser and Seller, for the benefit of each other, hereby agree prior to the Closing Date, they will not release or cause or permit to be released any press notices, publicity (oral or written) or advertising promotion relating to, or otherwise announce or disclose or cause or permit to be announced or disclosed, in any manner whatsoever, the terms, conditions, or substance of this Agreement or the transactions contemplated herein, without first obtaining the written consent of the other parties hereto. 38. ATTORNEY'S FEES. In any action at law or in equity, including an action for declaratory relief, brought to enforce or interrupt the provisions of this Agreement, the prevailing party shall be entitled to recover reasonable attorney's fees from the other party, which fees may be set by the court in the trial of such action or may be enforced in a separate action brought for that purpose, and which fees shall be in addition to any other relief which may be awarded. IN WITNESS WHEREOF, the parties have executed this Agreement, or caused this Agreement to be executed, to be effective as of Effective Date. SELLER: /s/ Charles B. Hicks (SEAL) ----------------------------------------- CHARLES B. HICKS PURCHASER: /s/ Ronald A. Potts (SEAL) ----------------------------------------- RONALD A. POTTS EXHIBIT A LEGAL DESCRIPTION OF PROPERTY EX-10.28 29 g77012exv10w28.txt REAL ESTATE SALE AND PURCHASE AGREEMENT EXHIBIT 10.28 ASSIGNMENT AND ASSUMPTION OF AMENDED AND RESTATED REAL ESTATE PURCHASE AND SALE AGREEMENT This Assignment and Assumption of Real Estate Purchase and Sale Agreement (this "Assignment") is made and entered into as of the 9th day of July, 2002, by and between RONALD A. POTTS, ("Assignor") and OASIS WATTS BAR, LLC, a Tennessee limited liability company ("Assignee"). WITNESSETH: For and in consideration of Ten and 00/100 Dollars ($10.00), the terms and conditions of this Assignment and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor does hereby assign, transfer, set over and convey to Assignee all of Assignor's right, title, interest, powers, privileges and benefit in and to that certain Real Estate Purchase and Sale Agreement dated March 26, 2002, by and between Watts Bar Plantation, Inc., as purchaser, and Charlie Hicks & Associates, as seller, as amended, restated and superceded by that certain Amended and Restated Real Estate Purchase and Sale Agreement dated July 9, 2002, by and between Assignor, as purchaser, and Charles B. Hicks, as seller (as amended, the "Contract"), and all of Assignor's right, title and interest in and to all Earnest Money (if any) deposited in connection with the Contract, and Assignee does hereby accept all of the right, title, interest, powers, privileges and benefits of Assignor in and to the Contract and said Earnest Money and hereby assumes and agrees to perform, discharge and fulfill all of the duties and obligations of Assignor under the Contract. IN WITNESS WHEREOF, Assignor and Assignee hereunto set their hands and seals on the day and year first above written. ASSIGNOR: /s/ Ronald A. Potts (SEAL) ------------------------------------ RONALD A. POTTS ASSIGNEE: OASIS WATTS BAR, LLC, a Tennessee limited liability company By:/s/ Peggy A. Evans ----------------------------------------- Name: Peggy A. Evans --------------------------------------- Title: Chief Financial Officer -------------------------------------- [COMPANY SEAL] EX-10.29 30 g77012exv10w29.txt PROMISSORY NOTE FOR $950,000 EXHIBIT 10.29 PROMISSORY NOTE MAY 3, 2002 $950,000 Palm Springs, CALIFORNIA FOR VALUE RECEIVED, the undersigned OASIS GROUP, INC., a Georgia corporation with offices at 2020 Federal Road, Roswell, GA 30075 ("Maker") hereby promises to pay to the order of LIBUSE HORNAK ("Holder"), at 1036 Andreas Palms, Palm Springs, CA 92264, or any other location designated by Holder, the sums specified below at the time or times indicated below. 1. Principal and Interest. Maker promises to pay the entire principal amount of NINE HUNDRED FIFTY THOUSAND DOLLARS ($950,000), together with interest on the outstanding principal balance at a rate of 4.0% per annum, in lawful money of the United States and in immediately available funds on or before the SIX (6) MONTH ANNIVERSARY of this Note (the "Maturity Date"). If the Maturity Date occurs on a day other than a business day, the Maturity Date shall be extended to the next succeeding business day. All payments shall be in lawful money of the United States of America, and this Promissory Note may be prepaid in whole or in part, without penalty or prepayment premium. 2. Deed of Trust. The payment of this Note is secured by that certain second priority Deed of Trust ("Deed of Trust") on certain real property located in California (the "Property"), dated May 3, 2002, and executed by Maker in favor of Holder and conveying the Property as security for the payment of this Note. 3. Default. It is hereby expressly agreed that should any default be made in the (a) payment of principal or interest as set forth in Section 1 above or (b) should Maker make an assignment for the benefit of creditors, or file a voluntary petition in bankruptcy, receivership or insolvency, or file an answer in any involuntary proceedings of that nature admitting the material allegations of the petition, or if a proceeding or bankruptcy, receivership or insolvency, shall be instituted against Maker and such proceeding shall not be dismissed within sixty (60) days, or if a trustee or receiver shall be appointed for Maker and such proceeding shall not be dismissed or such trustee or receiver shall not be discharged within sixty (60) days (collectively referred to as a "Default"), then a Default shall exist hereunder, and any sums advanced hereunder, shall, at the option of Holder, without further notice, at once shall, at the option of Holder become due and payable and may be collected immediately. In the case of Default, the principal sum, or so much thereof as may remain unpaid at the time of Default, shall thereafter bear interest at the rate of 8% per annum. 4. Notices. Any and all other notices, elections, demands, requests and responses thereto permitted or required to be given under this Note shall be in writing, signed by or on behalf of the party giving the same, and shall be deemed properly given and effective upon being (a) personally delivered, (b) deposited with an overnight courier service in time for and specifying overnight delivery or (c) deposited in the United States mail, postage prepaid, certified with return receipt requested to the other party at the address of such other party set forth in the first paragraph hereof. All such notices shall be deemed delivered on the date of delivery if sent by personal delivery, the next day by overnight courier service and five (5) days after being deposited in the United States Mail if sent by registered or certified mail. 5. Usury Law. It is the intention of Maker and Holder to comply with any applicable usury laws. In furtherance of this intention of Holder and Maker, all agreements between Maker and Holder are hereby expressly limited so that in no contingency or event whatsoever shall the amount paid or agreed to be paid to Holder for the use, forbearance or detention of money under this Promissory Note exceed the maximum rate permissible under applicable law. If, from any circumstance whatsoever, fulfillment of any provision hereof shall be prohibited by law, the obligation to be fulfilled shall be reduced to the maximum not so prohibited, and if from any circumstances Holder should ever receive as interest an amount which would exceed the highest lawful rate, such amount as would be excessive interest shall, at Holder's option, shall be applied to the reduction of the principal of the Promissory Note and not to the payment of interest, or shall be refunded to Maker. This provision shall control every other provision of all agreements between Maker and Holder. 6. Attorneys' Fees. Time is of the essence of this Promissory Note. If any payment under this Promissory Note is collected by law or through an attorney, Maker shall further pay to Holder, in addition to all other amounts payable hereunder, reasonable attorneys' fees, not to exceed fifteen percent (15%) of the amount of principal and interest owing hereunder, plus court costs. 7. Jurisdiction. Maker admits that this Promissory Note has been negotiated, executed and delivered in Palm Springs, Riverside County, in the State of California, and that Maker (a) submits to personal jurisdiction in Riverside County in the State of California for the enforcement of this Promissory Note, (b) waives any and all rights under the laws of any state to object to jurisdiction within the State of California for the purposes of litigation to enforce this Promissory Note and (c) waives trial by jury. 8. Miscellaneous. A waiver or release with reference to one event shall not be construed as continuing, as a bar to, or as a waiver or release of any subsequent right, remedy or recourse to any subsequent event. No failure or delay on the part of Holder in exercising any right, power or remedy granted hereunder shall operate as waiver thereof; nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy hereunder. Maker hereby consents to all renewals and extensions of time at or after the maturity hereof and hereby waives diligence, presentment, protest, demand and notice of every kind and, to the full extent permitted by law, the right to plead any statute of limitations as a defense and hereby agrees that no failure on the part of Holder to exercise any power, right and privilege hereunder, or to insist upon prompt compliance with the terms hereof, shall constitute a waiver thereof. This Note may not be changed orally, but only by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification or discharge is sought. As used herein, the terms, "Maker" and "Holder" shall be deemed to include their respective successors, legal representatives and assigns, whether by voluntary action of the parties or by operation of law. 2 THIS PROMISSORY NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA. IN WITNESS WHEREOF, the undersigned has executed this Promissory Note as of the day and year first above written. MAKER: Oasis Group, Inc. By: /s/ Ronald A. Potts ----------------------------------- Name: Ronald A. Potts ---------------------------------- Title: Chief Executive Officer --------------------------------- 3 EX-10.30 31 g77012exv10w30.txt PROMISSORY NOTE FOR $3,000,000 EXHIBIT 10.30 PROMISSORY NOTE MAY 3, 2002 $3,000,000 PALM SPRINGS, CALIFORNIA FOR VALUE RECEIVED, the undersigned OASIS GROUP, INC., a Georgia corporation with offices at 2020 Federal Road, Roswell, GA 30075 ("Maker") hereby promises to pay to the order of LIBUSE HORNAK ("Holder"), at 1036 Andreas Palms, Palm Springs, CA 92264, or any other location designated by Holder, the sums specified below at the time or times indicated below. 1. Principal and Interest. Maker shall pay the principal amount of $3,000,000, together with interest thereon at the rate of 6.0% per annum from the date hereof, as provided below. Maker shall pay all unpaid principal and all accrued and outstanding interest in full on the date of the five-year anniversary of this Promissory Note (the "Maturity Date"). Until the Maturity Date, Maker shall pay all accrued and outstanding interest monthly, commencing on the first day of June, 2002 and on the first day of each calendar month thereafter. If a payment date occurs on a day other than a business day, the payment date will be extended to the next succeeding business day. All payments shall be in lawful money of the United States of America and in immediately available funds, and this Promissory Note may be prepaid in whole or in part at any time without penalty or prepayment premium. 2. Deed of Trust. The payment of this Note is secured by that certain first priority Deed of Trust ("Deed of Trust") on certain real property located in California (the "Property"), dated May 3, 2002, and executed by Maker in favor of Holder and conveying the Property as security for the payment of this Note. 3. Default. It is hereby expressly agreed that should any default be made in the (a) payment of principal or interest as set forth in Section 1 above or (b) should Maker make an assignment for the benefit of creditors, or file a voluntary petition in bankruptcy, receivership or insolvency, or file an answer in any involuntary proceedings of that nature admitting the material allegations of the petition, or if a proceeding or bankruptcy, receivership or insolvency, shall be instituted against Maker and such proceeding shall not be dismissed within sixty (60) days, or if a trustee or receiver shall be appointed for Maker and such proceeding shall not be dismissed or such trustee or receiver shall not be discharged within sixty (60) days (collectively referred to as a "Default"). In the case of a Default, the principal sum, or so much thereof as may remain unpaid at the time of Default, shall thereafter bear interest at the rate of 8% per annum. 4. Acceleration and Waiver. Upon a Default which has not been cured within ten (10) business days from the date of written notice by Holder, Holder may, at Holder's option and without notice, declare all principal and interest due under this Promissory Note to be due and payable immediately. Holder may waive any default before or after it occurs and may restore this Promissory Note in full effect without impairing the right to declare it due for a subsequent Event of Default. Notwithstanding the foregoing, Holder shall have no obligation to give the Maker notice of the Maker's failure to pay the entire outstanding principal balance plus all accrued interest thereon and all other amounts under this Note due on the maturity date hereof, and the failure of the Maker to pay all such amounts on said maturity date shall be an immediate Default hereunder, entitling Holder to immediately exercise all rights and remedies specified in this Note. Any periods of cure or notice provided for the benefit of the Maker in this Note shall run concurrently and not consecutively. It is further agreed that the failure of Holder to exercise this right of accelerating the maturity of the debt, or any other indulgence granted from time to time, shall in no event be considered as a waiver of such right of acceleration or estop Holder from exercising such right during the pendency of any such Default hereunder or in the event of any subsequent Default hereunder. 5. Notices. Any and all other notices, elections, demands, requests and responses thereto permitted or required to be given under this Note shall be in writing, signed by or on behalf of the party giving the same, and shall be deemed properly given and effective upon being (a) personally delivered, (b) deposited with an overnight courier service in time for and specifying overnight delivery or (c) deposited in the United States mail, postage prepaid, certified with return receipt requested to the other party at the address of such other party set forth in the first paragraph hereof. All such notices shall be deemed delivered on the date of delivery if sent by personal delivery, the next day by overnight courier service and five (5) days after being deposited in the United States Mail if sent by registered or certified mail. 6. Usury Law. It is the intention of Maker and Holder to comply with any applicable usury laws. In furtherance of this intention of Holder and Maker, all agreements between Maker and Holder are hereby expressly limited so that in no contingency or event whatsoever shall the amount paid or agreed to be paid to Holder for the use, forbearance or detention of money under this Promissory Note exceed the maximum rate permissible under applicable law. If, from any circumstance whatsoever, fulfillment of any provision hereof shall be prohibited by law, the obligation to be fulfilled shall be reduced to the maximum not so prohibited, and if from any circumstances Holder should ever receive as interest an amount which would exceed the highest lawful rate, such amount as would be excessive interest shall, at Holder's option, shall be applied to the reduction of the principal of the Promissory Note and not to the payment of interest, or shall be refunded to Maker. This provision shall control every other provision of all agreements between Maker and Holder. 7. Attorneys' Fees. Time is of the essence of this Promissory Note. If any payment under this Promissory Note is collected by law or through an attorney, Maker shall further pay to Holder, in addition to all other amounts payable hereunder, reasonable attorneys' fees, not to exceed fifteen percent (15%) of the amount of principal and interest owing hereunder, plus court costs. 8. Jurisdiction. Maker admits that this Promissory Note has been negotiated, executed and delivered in Palm Springs, Riverside County, in the State of California, and that Maker (a) submits to personal jurisdiction in Riverside County in the State of California for the enforcement of this Promissory Note, (b) waives any and all rights under the laws of any state to object to jurisdiction within the State of California for the purposes of litigation to enforce this Promissory Note and (c) waives trial by jury. 2 9. Miscellaneous. A waiver or release with reference to one event shall not be construed as continuing, as a bar to, or as a waiver or release of any subsequent right, remedy or recourse to any subsequent event. No failure or delay on the part of Holder in exercising any right, power or remedy granted hereunder shall operate as waiver thereof; nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy hereunder. Maker hereby consents to all renewals and extensions of time at or after the maturity hereof and hereby waives diligence, presentment, protest, demand and notice of every kind and, to the full extent permitted by law, the right to plead any statute of limitations as a defense and hereby agrees that no failure on the part of Holder to exercise any power, right and privilege hereunder, or to insist upon prompt compliance with the terms hereof, shall constitute a waiver thereof. This Note may not be changed orally, but only by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification or discharge is sought. As used herein, the terms, "Maker" and "Holder" shall be deemed to include their respective successors, legal representatives and assigns, whether by voluntary action of the parties or by operation of law. THIS PROMISSORY NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA. IN WITNESS WHEREOF, the undersigned has executed this Promissory Note as of the day and year first above written. MAKER: Oasis Group, Inc. By: /s/ Ronald A. Potts ------------------------------------ Name: Ronald A. Potts ----------------------------------- Title: Chief Executive Officer ---------------------------------- 3 EX-10.31 32 g77012exv10w31.txt PROMISSORY NOTE FOR $125,000 EXHIBIT 10.31 PROMISSORY NOTE January 28, 2002 $125,000 Atlanta, Georgia FOR VALUE RECEIVED, the undersigned, Oasis Group, Inc., a Georgia corporation ("Maker"), promises to pay to the order of Dee Hector, Inc. ("Holder"), a Texas corporation, at any location designated in writing by Holder, the sums specified below at the time or times indicated below. 1. PRINCIPAL AND INTEREST. Maker promises to pay the entire principal amount of $125,000 (the "Principal Amount"), together with interest thereon at the rate of 12% per annum on or before February 27, 2002 (the "Maturity Date"). The Principal and Interest are referred to herein as the "Obligation." All payments shall be in lawful money of the United States of America, and this Promissory Note may be prepaid in whole or in part, without penalty or prepayment premium. In addition to the repayment of the Obligation, Maker shall (i) pay closing costs to Holder in the amount of $12,500; and, (ii) deliver 65,000 shares of its common stock (the "Stock") in the name of Holder. The Stock shall bear a restrictive legend in accordance with applicable Federal and State securities laws. 2. DEFAULT. An "Event of Default" shall be deemed to have occurred under this Promissory Note if (a) the entire Principal Amount is not paid in full on the Maturity Date, or (b) Maker shall make an assignment for the benefit of creditors, or file a voluntary petition in bankruptcy, receivership or insolvency, or file an answer in any involuntary proceedings of that nature admitting the material allegations of the petition, or if a proceeding or bankruptcy, receivership or insolvency, shall be instituted against Maker and such proceeding shall not be dismissed within sixty (60) days, or if a trustee or receiver shall be appointed for Maker and such proceeding shall not be dismissed or such trustee or receiver shall not be discharged within sixty (60) days. Upon the Event of Default, (i) any sums advanced hereunder shall, at the option of Holder, without further notice, become due and payable and may be collected immediately, regardless of the stipulated Maturity Date, and (ii) the Principal Amount, or so much thereof as may remain unpaid at such time, shall thereafter bear interest at the rate of fifteen percent (15%) per annum. 3. WAIVER OF NOTICE AND REMEDIES. Maker hereby (a) waives grace, presentment and demand for payment, protest and notice of protest, and non-payment, all other notice, including notice of intent to accelerate the Maturity Date and notice of acceleration of the Maturity Date, filing of suit and diligence in collecting this Promissory Note, (b) agrees that Holder shall not be required first to institute suit or exhaust its remedies against Maker under this Promissory Note, and (c) consents to any extension or postponement of time of payment of this Promissory Note and in any other indulgence with respect hereto without notice from Holder. 4. NOTICES. Any and all other notices, elections, demands, requests and responses thereto permitted or required to be given under this Note shall be in writing, signed by or on behalf of the party giving the same, and shall be deemed properly given and effective upon being (a) personally delivered, (b) deposited with an overnight courier service in time for and specifying overnight delivery, or (c) deposited in the United States mail, postage prepaid, certified with return receipt requested to the other party at the address of such other party set forth in the Letter of Intent. All such notices shall be deemed delivered on the date of delivery if sent by personal delivery, the next business day if sent by overnight courier service and five (5) days after being deposited in the United States Mail if sent by registered or certified mail. 5. ATTORNEYS' FEES. Time is of the essence of this Promissory Note. If any payment under this Promissory Note is collected by law or through an attorney, Maker shall further pay to Holder, in addition to all other amounts payable hereunder, reasonable attorneys' fees, not to exceed fifteen percent (15%) of the amount of principal and interest owing hereunder, plus court costs. 6. MISCELLANEOUS. No failure or delay on the part of Holder in exercising any right, power or remedy granted hereunder shall operate as waiver thereof; nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy hereunder. Maker hereby consents to all renewals and extensions of time at or after the maturity hereof and hereby waives diligence, presentment, protest, demand and notice of every kind and, to the full extent permitted by law, the right to plead any statute of limitations as a defense and hereby agrees that no failure on the part of Holder to exercise any power, right and privilege hereunder, or to insist upon prompt compliance with the terms hereof, shall constitute a waiver thereof. This Note may not be changed orally, but only by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification or discharge is sought. THIS PROMISSORY NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF GEORGIA. [Remainder of page intentionally left blank. Signature page follows.] 2 [Signature page of Promissory Note.] IN WITNESS WHEREOF, the undersigned, by its officers duly appointed and authorized, has executed this Promissory Note as of the day and year first above written. MAKER: OASIS GROUP, INC. By /s/ Ronald A. Potts ----------------------------------- Name Ronald A. Potts --------------------------------- Title Chief Executive Officer -------------------------------- 3 EX-10.32 33 g77012exv10w32.txt GUARANTY AGREEMENT BY RONALD A. PORTS EXHIBIT 10.32 GUARANTY AGREEMENT THIS GUARANTY AGREEMENT ("Agreement") is dated as of January 28, 2002, and is executed by RONALD A. POTTS ("Guarantor") in favor of DEE HECTOR, INC. ("Lender"). Lender has made a loan to Oasis Group, Inc., a Georgia corporation ("Oasis"), in the original principal amount of $125,000 (the "Loan"). The Loan and the obligation to repay the Loan are represented by a Promissory Note made by Oasis in favor of Lender and dated as of the date of this Agreement (the "Promissory Note"). In order to induce lender to make the Loan and accept the Promissory Note, Guarantor has agreed to execute and enter into this Agreement. In consideration of the mutual agreements set forth in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. GUARANTY. Guarantor hereby unconditionally guarantees to the Lender (a) the full and prompt payment when due, whether by acceleration or otherwise, with such interest as may accrue thereon, either before or after maturity thereof, of the Promissory Note, and (b) the full and prompt payment and performance of any and all other obligations of Borrower to Lender under any other documents or instruments now or hereafter evidencing, securing or otherwise relating to the indebtedness evidenced by the Promissory Note. Guarantor does hereby agree that if the Promissory Note is not paid by Borrower in accordance with their terms or if any and all sums which are now or may hereafter become due from Borrower to Lender under the Promissory Note is not paid by Borrower in accordance with their terms, Guarantor will immediately make such payments. Guarantor further agrees to pay Lender all expenses (including reasonable attorney fees) paid or incurred by Lender in endeavoring to collect the indebtedness, to enforce the obligations of Borrower guaranteed hereby, or any portion thereof, or to enforce this Guaranty. 2. ACTION BY LENDER. Guarantor hereby consents and agrees that Lender may at any time, and from time to time, without notice to or further consent from Guarantor, either with or without consideration, substitute for any collateral so held by it, other collateral of like kind or of any kind; agree to modify the terms of the Promissory Note; extend or renew obligations evidenced by the Promissory Note for any period; grant releases, compromises and indulgences with respect to the Promissory Note and to any persons or entities now or hereafter liable thereunder or hereunder; release any Guarantor or any other guarantor or endorser of the Promissory Note; or take or fail to take any action of any type whatsoever. No such action which Lender shall take or fail to take in connection with the Promissory Note, or any security for the payment of the indebtedness of Borrower to Lender or for the performance of any obligations or undertakings of Borrower, nor any course of dealing with Borrower or any other person, shall release Guarantor's obligations hereunder, affect this Guaranty in any way or afford Guarantor any recourse against Lender. The provisions of this Guaranty shall extend and be applicable to all renewals, amendments, extensions, consolidations or modifications of the Promissory Note, and any and all references herein to the Promissory Note shall be deemed to include any such renewals, extensions, amendments, consolidations or modifications thereof. 3. WAIVERS. Guarantor hereby waives and agrees not to assert or take advantage of (a) the defense of the statute of limitations in any action hereunder or for the collection of the indebtedness or the performance of any obligation hereby guaranteed; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of Guarantor or any other person or entity, or the failure of Lender to file or enforce a claim against the estate (either in administration, bankruptcy or any other proceeding) of Borrower or any other person or entity; (c) any defense based on the failure of Lender to give notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of any other person whomsoever, in connection with any obligation hereby guaranteed; (d) any defense based upon an election of remedies by Lender which destroys or otherwise impairs any subrogation rights of Guarantor or the right of Guarantor to proceed against Borrower for reimbursement, or both; (e) any defense based upon failure of Lender to commence an action against Borrower; (f) any duty on the part of Lender to disclose to Guarantor any facts it may now or hereafter know regarding Borrower; (g) acceptance or notice of acceptance of this Guaranty by Lender; (h) notice of presentment and demand for payment of any of the indebtedness or performance of any of the obligations hereby guaranteed; (i) protest and notice of dishonor or of default to Guarantor or to any other party with respect to the indebtedness or performance of obligations hereby guaranteed; (j) any and all other notices whatsoever to which Guarantor might otherwise be entitled; (k) any defense based on lack of due diligence by Lender in collection, protection or realization upon any collateral securing the indebtedness evidenced by the Promissory Note; and (l) any other legal or equitable defenses whatsoever to which Guarantor might otherwise be entitled. 4. CLASSIFICATION OF GUARANTY. This is a guaranty of payment and performance and not of collection. The liability of Guarantor under this Guaranty shall be direct and immediate and not conditional nor contingent upon the pursuit of any remedies against Borrower or any other person, nor against securities or liens available to Lender, its successors, successors-in-title, endorsees or assigns. Guarantor waives any right to require that an action be brought against Borrower or any other person or to require that resort be had to any security or to any balance of any deposit account or credit on the books of Lender in favor of Borrower or any other person. In the event of a default under the Promissory Note, Lender shall have the right to enforce its rights, powers and remedies thereunder or hereunder or under any other instrument now or hereafter evidencing, securing or otherwise relating to the indebtedness evidenced by the Promissory Note, in any order, and all rights, powers and remedies available to Lender in such event shall be nonexclusive and cumulative of all other rights, powers and remedies provided thereunder or hereunder or by law or in equity. Accordingly, Guarantor hereby authorizes and empowers Lender upon acceleration of the maturity of the Promissory Note, at its sole discretion, and without notice to Guarantor, to exercise any right or remedy which Lender may have. If the indebtedness guaranteed hereby is partially paid by reason of the election of Lender, its successors, endorsees or assigns, to pursue any of the remedies available to Lender, or if such indebtedness is otherwise partially paid, this Guaranty shall nevertheless remain in full force and effect, and Guarantor shall remain liable for the entire unpaid balance of the indebtedness guaranteed hereby, even though any rights which Guarantor may have against Borrower may be destroyed or diminished by the exercise of any such remedy. Until all of the obligations of Borrower to Lender have been paid and performed in full, Guarantor shall have no right of subrogation to Lender against Borrower, and Guarantor hereby waives any rights to enforce any 2 remedy which Lender may have against Borrower and any rights to participate in any security for the Promissory Note. 5. APPLICATION OF PAYMENTS. Guarantor hereby authorizes Lender, without notice to Guarantor, to apply all payments and credits received from Borrower or from Guarantor or realized from any security in such manner and in such priority as Lender in its sole judgment shall see fit to the indebtednesses, obligations and undertakings which are the subject of this Guaranty. 6. GOVERNING LAW. Guarantor acknowledges that this Guaranty and the Promissory Note were negotiated, executed and delivered in the State of Georgia, and shall be governed and construed in accordance with the law of the State of Georgia. 7. MODIFICATION; IRREVOCABILITY. This Guaranty may not be changed orally, and no obligation of Guarantor can be released or waived by Lender or any officer or agent of Lender, except in writing signed by a duly authorized officer of Lender and bearing the seal of Lender. This Guaranty shall be irrevocable by Guarantor so long as the Promissory Note shall remain in effect and until all indebtedness guaranteed hereby has been completely repaid and all obligations and undertakings of Borrower under, by reason of, or pursuant to the Promissory Note have been completely performed. 8. NOTICES. Any and all notices, elections, demands, requests and responses thereto permitted or required to be given under this Guaranty must be given in accordance with the terms and provisions of the Stock Purchase Agreement. 9. BINDING EFFECT. The provisions of this Guaranty shall be binding upon the Guarantor and his successors, successors-in-title, heirs, legal representatives and assigns and shall inure to the benefit of Lender, its successors, successors-in-title, heirs, legal representatives and assigns. This Guaranty shall in no event be impaired by any change which may arise by reason of the dissolution of Borrower. 10. EXECUTION. Guarantor has executed this Guaranty individually and not as a partner of Borrower. 11. LEGALITY. If from any circumstances whatsoever fulfillment of any provisions of this Guaranty, at the time performance of such provision shall be due, shall involve transcending the limit of validity presently prescribed by any applicable usury statute or any other applicable law, with regard to obligations of like character and amount, then ipso facto the obligation to be fulfilled shall be reduced to the limit of such validity, so that in no event shall any exaction be possible under this Guaranty that is in excess of the current limit of such validity, but such obligation shall be fulfilled to the limit of such validity. The provisions of this paragraph shall control every other provision of this Guaranty. 12. ASSIGNMENT. The Guaranty is assignable by Lender, and any full or partial assignment hereof by Lender shall operate to vest in the assignee all rights and powers herein conferred upon and granted to Lender and so assigned by Lender. [Remainder of page intentionally left blank. Signature on next page.] 3 [Signature page of Guaranty Agreement.] IN WITNESS WHEREOF, Guarantor has executed this Agreement as of the date first above written. GUARANTOR: /s/ Ronald A. Potts ------------------------------------- Ronald A. Potts, Individually 4 EX-10.33 34 g77012exv10w33.txt AGREEMENT TO REPURCHASE SHARES EXHIBIT 10.33 From the desk of RONALD A. POTTS January 28, 2002 Dee Hector, Inc. Attn.: Mr. Joe L. Lawless, President & CEO PO Box 418 Deeberry, TX 75639-0418 RE: $125,000 Loan from Dee Hector, Inc. to Oasis Group, Inc. dated January 28, 2002 Dear Sir: In addition to pledging my personal guarantee in connection with the above captioned transaction, I hereby agree to, not later than April 30, 2002, purchase the 65,000 common shares of Oasis Group, Inc. capital stock (the "Stock") that you are receiving pursuant to the above captioned transaction, for the amount of $65,000. Please kindly advise me in writing, on or before March 31, 2002, as to whether or not you are accepting my agreement to purchase the Stock as set forth herein. Sincerely, /s/ Ronald A. Potts ------------------------ RONALD A. POTTS 490 REGATTA BAY BOULEVARD DESTIN, FLORIDA 32541 TELEPHONE: (850) 269-3804 TELEFAX: (850) 269-3806 EX-10.34 35 g77012exv10w34.txt PROMISSORY NOTE FOR $50,000 EXHIBIT 10.34 PROMISSORY NOTE January 28, 2002 $50,000 Atlanta, Georgia FOR VALUE RECEIVED, the undersigned, Oasis Group, Inc., a Georgia corporation ("Maker"), promises to pay to the order of Tanika Consulting Group, Inc. ("Holder"), a Texas corporation, at any location designated in writing by Holder, the sums specified below at the time or times indicated below. 1. PRINCIPAL AND INTEREST. Maker promises to pay the entire principal amount of $50,000 (the "Principal Amount"), together with interest thereon at the rate of 12% per annum on or before February 27, 2002 (the "Maturity Date"). The Principal and Interest are referred to herein as the "Obligation." All payments shall be in lawful money of the United States of America, and this Promissory Note may be prepaid in whole or in part, without penalty or prepayment premium. In addition to the repayment of the Obligation, Maker shall (i) pay closing costs to Holder in the amount of $5,000; and, (ii) deliver 30,000 shares of its common stock (the "Stock") in the name of Holder. The Stock shall bear a restrictive legend in accordance with applicable Federal and State securities laws. 2. DEFAULT. An "Event of Default" shall be deemed to have occurred under this Promissory Note if (a) the entire Principal Amount is not paid in full on the Maturity Date, or (b) Maker shall make an assignment for the benefit of creditors, or file a voluntary petition in bankruptcy, receivership or insolvency, or file an answer in any involuntary proceedings of that nature admitting the material allegations of the petition, or if a proceeding or bankruptcy, receivership or insolvency, shall be instituted against Maker and such proceeding shall not be dismissed within sixty (60) days, or if a trustee or receiver shall be appointed for Maker and such proceeding shall not be dismissed or such trustee or receiver shall not be discharged within sixty (60) days. Upon the Event of Default, (i) any sums advanced hereunder shall, at the option of Holder, without further notice, become due and payable and may be collected immediately, regardless of the stipulated Maturity Date, and (ii) the Principal Amount, or so much thereof as may remain unpaid at such time, shall thereafter bear interest at the rate of fifteen percent (15%) per annum. 3. WAIVER OF NOTICE AND REMEDIES. Maker hereby (a) waives grace, presentment and demand for payment, protest and notice of protest, and non-payment, all other notice, including notice of intent to accelerate the Maturity Date and notice of acceleration of the Maturity Date, filing of suit and diligence in collecting this Promissory Note, (b) agrees that Holder shall not be required first to institute suit or exhaust its remedies against Maker under this Promissory Note, and (c) consents to any extension or postponement of time of payment of this Promissory Note and in any other indulgence with respect hereto without notice from Holder. 4. NOTICES. Any and all other notices, elections, demands, requests and responses thereto permitted or required to be given under this Note shall be in writing, signed by or on behalf of the party giving the same, and shall be deemed properly given and effective upon being (a) personally delivered, (b) deposited with an overnight courier service in time for and specifying overnight delivery, or (c) deposited in the United States mail, postage prepaid, certified with return receipt requested to the other party at the address of such other party set forth in the Letter of Intent. All such notices shall be deemed delivered on the date of delivery if sent by personal delivery, the next business day if sent by overnight courier service and five (5) days after being deposited in the United States Mail if sent by registered or certified mail. 5. ATTORNEYS' FEES. Time is of the essence of this Promissory Note. If any payment under this Promissory Note is collected by law or through an attorney, Maker shall further pay to Holder, in addition to all other amounts payable hereunder, reasonable attorneys' fees, not to exceed fifteen percent (15%) of the amount of principal and interest owing hereunder, plus court costs. 6. MISCELLANEOUS. No failure or delay on the part of Holder in exercising any right, power or remedy granted hereunder shall operate as waiver thereof; nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy hereunder. Maker hereby consents to all renewals and extensions of time at or after the maturity hereof and hereby waives diligence, presentment, protest, demand and notice of every kind and, to the full extent permitted by law, the right to plead any statute of limitations as a defense and hereby agrees that no failure on the part of Holder to exercise any power, right and privilege hereunder, or to insist upon prompt compliance with the terms hereof, shall constitute a waiver thereof. This Note may not be changed orally, but only by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification or discharge is sought. THIS PROMISSORY NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF GEORGIA. [Remainder of page intentionally left blank. Signature page follows.] 2 [Signature page of Promissory Note.] IN WITNESS WHEREOF, the undersigned, by its officers duly appointed and authorized, has executed this Promissory Note as of the day and year first above written. MAKER: OASIS GROUP, INC. By /s/ Ronald A. Potts --------------------------------------- Name Ronald A. Potts ------------------------------------- Title Chief Executive Officer ------------------------------------ 3 EX-10.35 36 g77012exv10w35.txt GUARANTY AGREEMRNT BY RONALD A. PORTS EXHIBIT 10.35 GUARANTY AGREEMENT THIS GUARANTY AGREEMENT ("Agreement") is dated as of January 28, 2002, and is executed by RONALD A. POTTS ("Guarantor") in favor of TANIKA CONSULTING GROUP, INC. ("Lender"). Lender has made a loan to Oasis Group, Inc., a Georgia corporation ("Oasis"), in the original principal amount of $50,000 (the "Loan"). The Loan and the obligation to repay the Loan are represented by a Promissory Note made by Oasis in favor of Lender and dated as of the date of this Agreement (the "Promissory Note"). In order to induce lender to make the Loan and accept the Promissory Note, Guarantor has agreed to execute and enter into this Agreement. In consideration of the mutual agreements set forth in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. GUARANTY. Guarantor hereby unconditionally guarantees to the Lender (a) the full and prompt payment when due, whether by acceleration or otherwise, with such interest as may accrue thereon, either before or after maturity thereof, of the Promissory Note, and (b) the full and prompt payment and performance of any and all other obligations of Borrower to Lender under any other documents or instruments now or hereafter evidencing, securing or otherwise relating to the indebtedness evidenced by the Promissory Note. Guarantor does hereby agree that if the Promissory Note is not paid by Borrower in accordance with their terms or if any and all sums which are now or may hereafter become due from Borrower to Lender under the Promissory Note is not paid by Borrower in accordance with their terms, Guarantor will immediately make such payments. Guarantor further agrees to pay Lender all expenses (including reasonable attorney fees) paid or incurred by Lender in endeavoring to collect the indebtedness, to enforce the obligations of Borrower guaranteed hereby, or any portion thereof, or to enforce this Guaranty. 2. ACTION BY LENDER. Guarantor hereby consents and agrees that Lender may at any time, and from time to time, without notice to or further consent from Guarantor, either with or without consideration, substitute for any collateral so held by it, other collateral of like kind or of any kind; agree to modify the terms of the Promissory Note; extend or renew obligations evidenced by the Promissory Note for any period; grant releases, compromises and indulgences with respect to the Promissory Note and to any persons or entities now or hereafter liable thereunder or hereunder; release any Guarantor or any other guarantor or endorser of the Promissory Note; or take or fail to take any action of any type whatsoever. No such action which Lender shall take or fail to take in connection with the Promissory Note, or any security for the payment of the indebtedness of Borrower to Lender or for the performance of any obligations or undertakings of Borrower, nor any course of dealing with Borrower or any other person, shall release Guarantor's obligations hereunder, affect this Guaranty in any way or afford Guarantor any recourse against Lender. The provisions of this Guaranty shall extend and be applicable to all renewals, amendments, extensions, consolidations or modifications of the Promissory Note, and any and all references herein to the Promissory Note shall be deemed to include any such renewals, extensions, amendments, consolidations or modifications thereof. 3. WAIVERS. Guarantor hereby waives and agrees not to assert or take advantage of (a) the defense of the statute of limitations in any action hereunder or for the collection of the indebtedness or the performance of any obligation hereby guaranteed; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of Guarantor or any other person or entity, or the failure of Lender to file or enforce a claim against the estate (either in administration, bankruptcy or any other proceeding) of Borrower or any other person or entity; (c) any defense based on the failure of Lender to give notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of any other person whomsoever, in connection with any obligation hereby guaranteed; (d) any defense based upon an election of remedies by Lender which destroys or otherwise impairs any subrogation rights of Guarantor or the right of Guarantor to proceed against Borrower for reimbursement, or both; (e) any defense based upon failure of Lender to commence an action against Borrower; (f) any duty on the part of Lender to disclose to Guarantor any facts it may now or hereafter know regarding Borrower; (g) acceptance or notice of acceptance of this Guaranty by Lender; (h) notice of presentment and demand for payment of any of the indebtedness or performance of any of the obligations hereby guaranteed; (i) protest and notice of dishonor or of default to Guarantor or to any other party with respect to the indebtedness or performance of obligations hereby guaranteed; (j) any and all other notices whatsoever to which Guarantor might otherwise be entitled; (k) any defense based on lack of due diligence by Lender in collection, protection or realization upon any collateral securing the indebtedness evidenced by the Promissory Note; and (l) any other legal or equitable defenses whatsoever to which Guarantor might otherwise be entitled. 4. CLASSIFICATION OF GUARANTY. This is a guaranty of payment and performance and not of collection. The liability of Guarantor under this Guaranty shall be direct and immediate and not conditional nor contingent upon the pursuit of any remedies against Borrower or any other person, nor against securities or liens available to Lender, its successors, successors-in-title, endorsees or assigns. Guarantor waives any right to require that an action be brought against Borrower or any other person or to require that resort be had to any security or to any balance of any deposit account or credit on the books of Lender in favor of Borrower or any other person. In the event of a default under the Promissory Note, Lender shall have the right to enforce its rights, powers and remedies thereunder or hereunder or under any other instrument now or hereafter evidencing, securing or otherwise relating to the indebtedness evidenced by the Promissory Note, in any order, and all rights, powers and remedies available to Lender in such event shall be nonexclusive and cumulative of all other rights, powers and remedies provided thereunder or hereunder or by law or in equity. Accordingly, Guarantor hereby authorizes and empowers Lender upon acceleration of the maturity of the Promissory Note, at its sole discretion, and without notice to Guarantor, to exercise any right or remedy which Lender may have. If the indebtedness guaranteed hereby is partially paid by reason of the election of Lender, its successors, endorsees or assigns, to pursue any of the remedies available to Lender, or if such indebtedness is otherwise partially paid, this Guaranty shall nevertheless remain in full force and effect, and Guarantor shall remain liable for the entire unpaid balance of the indebtedness guaranteed hereby, even though any rights which Guarantor may have against Borrower may be destroyed or diminished by the exercise of any such remedy. Until all of the obligations of Borrower to Lender have been paid and performed in full, Guarantor shall have no right of subrogation to Lender against Borrower, and Guarantor hereby waives any rights to enforce any 2 remedy which Lender may have against Borrower and any rights to participate in any security for the Promissory Note. 5. APPLICATION OF PAYMENTS. Guarantor hereby authorizes Lender, without notice to Guarantor, to apply all payments and credits received from Borrower or from Guarantor or realized from any security in such manner and in such priority as Lender in its sole judgment shall see fit to the indebtednesses, obligations and undertakings which are the subject of this Guaranty. 6. GOVERNING LAW. Guarantor acknowledges that this Guaranty and the Promissory Note were negotiated, executed and delivered in the State of Georgia, and shall be governed and construed in accordance with the law of the State of Georgia. 7. MODIFICATION; IRREVOCABILITY. This Guaranty may not be changed orally, and no obligation of Guarantor can be released or waived by Lender or any officer or agent of Lender, except in writing signed by a duly authorized officer of Lender and bearing the seal of Lender. This Guaranty shall be irrevocable by Guarantor so long as the Promissory Note shall remain in effect and until all indebtedness guaranteed hereby has been completely repaid and all obligations and undertakings of Borrower under, by reason of, or pursuant to the Promissory Note have been completely performed. 8. NOTICES. Any and all notices, elections, demands, requests and responses thereto permitted or required to be given under this Guaranty must be given in accordance with the terms and provisions of the Stock Purchase Agreement. 9. BINDING EFFECT. The provisions of this Guaranty shall be binding upon the Guarantor and his successors, successors-in-title, heirs, legal representatives and assigns and shall inure to the benefit of Lender, its successors, successors-in-title, heirs, legal representatives and assigns. This Guaranty shall in no event be impaired by any change which may arise by reason of the dissolution of Borrower. 10. EXECUTION. Guarantor has executed this Guaranty individually and not as a partner of Borrower. 11. LEGALITY. If from any circumstances whatsoever fulfillment of any provisions of this Guaranty, at the time performance of such provision shall be due, shall involve transcending the limit of validity presently prescribed by any applicable usury statute or any other applicable law, with regard to obligations of like character and amount, then ipso facto the obligation to be fulfilled shall be reduced to the limit of such validity, so that in no event shall any exaction be possible under this Guaranty that is in excess of the current limit of such validity, but such obligation shall be fulfilled to the limit of such validity. The provisions of this paragraph shall control every other provision of this Guaranty. 12. ASSIGNMENT. The Guaranty is assignable by Lender, and any full or partial assignment hereof by Lender shall operate to vest in the assignee all rights and powers herein conferred upon and granted to Lender and so assigned by Lender. [Remainder of page intentionally left blank. Signature on next page.] 3 [Signature page of Guaranty Agreement.] IN WITNESS WHEREOF, Guarantor has executed this Agreement as of the date first above written. GUARANTOR: /s/ Ronald A. Potts ------------------------------------- Ronald A. Potts, Individually 4 EX-10.36 37 g77012exv10w36.txt AGREEMENT TO REPURCHASE SHARES EXHIBIT 10.36 From the desk of RONALD A. POTTS January 28, 2002 Tanika Consulting Group, Inc. Attn.: Mr. Gary W. Zinn 4001 South Decatur Las Vegas Nevada 89103 RE: $50,000 Loan from Tanika Consulting Group, Inc. to Oasis Group, Inc. dated January 28, 2002 Dear Sir: In addition to pledging my personal guarantee in connection with the above captioned transaction, I hereby agree to, on or before April 30, 2002, purchase the 30,000 common shares of Oasis Group, Inc. capital stock (the "Stock") that you are receiving pursuant to the above captioned transaction, for the amount of $30,000. You, of course, have the option of holding or otherwise liquidating the Stock and you certainly don't have any obligation to accept my agreement to purchase the Stock as set forth herein. Please kindly advise me in writing, on or before March 31, 2002, as to whether or not you are accepting my agreement to purchase the Stock as set forth herein. Sincerely, /s/ Ronald A. Potts -------------------- RONALD A. POTTS 490 REGATTA BAY BOULEVARD DESTIN, FLORIDA 32541 TELEPHONE: (850) 269-3804 TELEFAX: (850) 269-3806 EX-10.37 38 g77012exv10w37.txt PROMISSORY NOTE FOR $100,000 EXHIBIT 10.37 PROMISSORY NOTE January 23, 2002 $100,000 Atlanta, Georgia FOR VALUE RECEIVED, the undersigned, Oasis Group, Inc., a Georgia corporation ("Maker"), promises to pay to the order of Kendall Combs ("Holder"), an individual resident of Branson, Missouri, at any location designated in writing by Holder, the sums specified below at the time or times indicated below. 1. PRINCIPAL AND INTEREST. Maker promises to pay the entire principal amount of $100,000 (the "Principal Amount"), together with interest thereon at the rate of 12% per annum on or before February 23, 2002 (the "Maturity Date"). The Principal and Interest are referred to herein as the "Obligation." All payments shall be in lawful money of the United States of America, and this Promissory Note may be prepaid in whole or in part, without penalty or prepayment premium. In addition to the repayment of the Obligation, Maker shall (i) pay closing costs to Holder in the amount of $10,000; and, (ii) deliver 50,000 shares of its common stock (the "Stock") in the name of Holder. The Stock shall bear a restrictive legend in accordance with applicable Federal and State securities laws. 2. DEFAULT. An "Event of Default" shall be deemed to have occurred under this Promissory Note if (a) the entire Principal Amount is not paid in full on the Maturity Date, or (b) Maker shall make an assignment for the benefit of creditors, or file a voluntary petition in bankruptcy, receivership or insolvency, or file an answer in any involuntary proceedings of that nature admitting the material allegations of the petition, or if a proceeding or bankruptcy, receivership or insolvency, shall be instituted against Maker and such proceeding shall not be dismissed within sixty (60) days, or if a trustee or receiver shall be appointed for Maker and such proceeding shall not be dismissed or such trustee or receiver shall not be discharged within sixty (60) days. Upon the Event of Default, (i) any sums advanced hereunder shall, at the option of Holder, without further notice, become due and payable and may be collected immediately, regardless of the stipulated Maturity Date, and (ii) the Principal Amount, or so much thereof as may remain unpaid at such time, shall thereafter bear interest at the rate of fifteen percent (15%) per annum. 3. WAIVER OF NOTICE AND REMEDIES. Maker hereby (a) waives grace, presentment and demand for payment, protest and notice of protest, and non-payment, all other notice, including notice of intent to accelerate the Maturity Date and notice of acceleration of the Maturity Date, filing of suit and diligence in collecting this Promissory Note, (b) agrees that Holder shall not be required first to institute suit or exhaust its remedies against Maker under this Promissory Note, and (c) consents to any extension or postponement of time of payment of this Promissory Note and in any other indulgence with respect hereto without notice from Holder. 4. NOTICES. Any and all other notices, elections, demands, requests and responses thereto permitted or required to be given under this Note shall be in writing, signed by or on behalf of the party giving the same, and shall be deemed properly given and effective upon being (a) personally delivered, (b) deposited with an overnight courier service in time for and specifying overnight delivery, or (c) deposited in the United States mail, postage prepaid, certified with return receipt requested to the other party at the address of such other party set forth in the Letter of Intent. All such notices shall be deemed delivered on the date of delivery if sent by personal delivery, the next business day if sent by overnight courier service and five (5) days after being deposited in the United States Mail if sent by registered or certified mail. 5. ATTORNEYS' FEES. Time is of the essence of this Promissory Note. If any payment under this Promissory Note is collected by law or through an attorney, Maker shall further pay to Holder, in addition to all other amounts payable hereunder, reasonable attorneys' fees, not to exceed fifteen percent (15%) of the amount of principal and interest owing hereunder, plus court costs. 6. MISCELLANEOUS. No failure or delay on the part of Holder in exercising any right, power or remedy granted hereunder shall operate as waiver thereof; nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy hereunder. Maker hereby consents to all renewals and extensions of time at or after the maturity hereof and hereby waives diligence, presentment, protest, demand and notice of every kind and, to the full extent permitted by law, the right to plead any statute of limitations as a defense and hereby agrees that no failure on the part of Holder to exercise any power, right and privilege hereunder, or to insist upon prompt compliance with the terms hereof, shall constitute a waiver thereof. This Note may not be changed orally, but only by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification or discharge is sought. THIS PROMISSORY NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF GEORGIA. [Remainder of page intentionally left blank. Signature page follows.] 2 [Signature page of Promissory Note.] IN WITNESS WHEREOF, the undersigned, by its officers duly appointed and authorized, has executed this Promissory Note as of the day and year first above written. MAKER: OASIS GROUP, INC. By /s/ Ronald A. Potts ---------------------------------------- Name Ronald A. Potts -------------------------------------- Title Chief Executive Officer ------------------------------------- 3 EX-10.38 39 g77012exv10w38.txt GUARANTY AGREEMRNT BY RONALD A. PORTS EXHIBIT 10.38 GUARANTY AGREEMENT THIS GUARANTY AGREEMENT ("Agreement") is dated as of January 23, 2002, and is executed by RONALD A. POTTS ("Guarantor") in favor of KENDALL COMBS ("Lender"). Lender has made a loan to Oasis Group, Inc., a Georgia corporation ("Oasis"), in the original principal amount of $100,000 (the "Loan"). The Loan and the obligation to repay the Loan are represented by a Promissory Note made by Oasis in favor of Lender and dated as of the date of this Agreement (the "Promissory Note"). In order to induce lender to make the Loan and accept the Promissory Note, Guarantor has agreed to execute and enter into this Agreement. In consideration of the mutual agreements set forth in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. GUARANTY. Guarantor hereby unconditionally guarantees to the Lender (a) the full and prompt payment when due, whether by acceleration or otherwise, with such interest as may accrue thereon, either before or after maturity thereof, of the Promissory Note, and (b) the full and prompt payment and performance of any and all other obligations of Borrower to Lender under any other documents or instruments now or hereafter evidencing, securing or otherwise relating to the indebtedness evidenced by the Promissory Note. Guarantor does hereby agree that if the Promissory Note is not paid by Borrower in accordance with their terms or if any and all sums which are now or may hereafter become due from Borrower to Lender under the Promissory Note is not paid by Borrower in accordance with their terms, Guarantor will immediately make such payments. Guarantor further agrees to pay Lender all expenses (including reasonable attorney fees) paid or incurred by Lender in endeavoring to collect the indebtedness, to enforce the obligations of Borrower guaranteed hereby, or any portion thereof, or to enforce this Guaranty. 2. ACTION BY LENDER. Guarantor hereby consents and agrees that Lender may at any time, and from time to time, without notice to or further consent from Guarantor, either with or without consideration, substitute for any collateral so held by it, other collateral of like kind or of any kind; agree to modify the terms of the Promissory Note; extend or renew obligations evidenced by the Promissory Note for any period; grant releases, compromises and indulgences with respect to the Promissory Note and to any persons or entities now or hereafter liable thereunder or hereunder; release any Guarantor or any other guarantor or endorser of the Promissory Note; or take or fail to take any action of any type whatsoever. No such action which Lender shall take or fail to take in connection with the Promissory Note, or any security for the payment of the indebtedness of Borrower to Lender or for the performance of any obligations or undertakings of Borrower, nor any course of dealing with Borrower or any other person, shall release Guarantor's obligations hereunder, affect this Guaranty in any way or afford Guarantor any recourse against Lender. The provisions of this Guaranty shall extend and be applicable to all renewals, amendments, extensions, consolidations or modifications of the Promissory Note, and any and all references herein to the Promissory Note shall be deemed to include any such renewals, extensions, amendments, consolidations or modifications thereof. 3. WAIVERS. Guarantor hereby waives and agrees not to assert or take advantage of (a) the defense of the statute of limitations in any action hereunder or for the collection of the indebtedness or the performance of any obligation hereby guaranteed; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of Guarantor or any other person or entity, or the failure of Lender to file or enforce a claim against the estate (either in administration, bankruptcy or any other proceeding) of Borrower or any other person or entity; (c) any defense based on the failure of Lender to give notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of any other person whomsoever, in connection with any obligation hereby guaranteed; (d) any defense based upon an election of remedies by Lender which destroys or otherwise impairs any subrogation rights of Guarantor or the right of Guarantor to proceed against Borrower for reimbursement, or both; (e) any defense based upon failure of Lender to commence an action against Borrower; (f) any duty on the part of Lender to disclose to Guarantor any facts it may now or hereafter know regarding Borrower; (g) acceptance or notice of acceptance of this Guaranty by Lender; (h) notice of presentment and demand for payment of any of the indebtedness or performance of any of the obligations hereby guaranteed; (i) protest and notice of dishonor or of default to Guarantor or to any other party with respect to the indebtedness or performance of obligations hereby guaranteed; (j) any and all other notices whatsoever to which Guarantor might otherwise be entitled; (k) any defense based on lack of due diligence by Lender in collection, protection or realization upon any collateral securing the indebtedness evidenced by the Promissory Note; and (l) any other legal or equitable defenses whatsoever to which Guarantor might otherwise be entitled. 4. CLASSIFICATION OF GUARANTY. This is a guaranty of payment and performance and not of collection. The liability of Guarantor under this Guaranty shall be direct and immediate and not conditional nor contingent upon the pursuit of any remedies against Borrower or any other person, nor against securities or liens available to Lender, its successors, successors-in-title, endorsees or assigns. Guarantor waives any right to require that an action be brought against Borrower or any other person or to require that resort be had to any security or to any balance of any deposit account or credit on the books of Lender in favor of Borrower or any other person. In the event of a default under the Promissory Note, Lender shall have the right to enforce its rights, powers and remedies thereunder or hereunder or under any other instrument now or hereafter evidencing, securing or otherwise relating to the indebtedness evidenced by the Promissory Note, in any order, and all rights, powers and remedies available to Lender in such event shall be nonexclusive and cumulative of all other rights, powers and remedies provided thereunder or hereunder or by law or in equity. Accordingly, Guarantor hereby authorizes and empowers Lender upon acceleration of the maturity of the Promissory Note, at its sole discretion, and without notice to Guarantor, to exercise any right or remedy which Lender may have. If the indebtedness guaranteed hereby is partially paid by reason of the election of Lender, its successors, endorsees or assigns, to pursue any of the remedies available to Lender, or if such indebtedness is otherwise partially paid, this Guaranty shall nevertheless remain in full force and effect, and Guarantor shall remain liable for the entire unpaid balance of the indebtedness guaranteed hereby, even though any rights which Guarantor may have against Borrower may be destroyed or diminished by the exercise of any such remedy. Until all of the obligations of Borrower to Lender have been paid and performed in full, Guarantor shall have no right of subrogation to Lender against Borrower, and Guarantor hereby waives any rights to enforce any 2 remedy which Lender may have against Borrower and any rights to participate in any security for the Promissory Note. 5. APPLICATION OF PAYMENTS. Guarantor hereby authorizes Lender, without notice to Guarantor, to apply all payments and credits received from Borrower or from Guarantor or realized from any security in such manner and in such priority as Lender in its sole judgment shall see fit to the indebtednesses, obligations and undertakings which are the subject of this Guaranty. 6. GOVERNING LAW. Guarantor acknowledges that this Guaranty and the Promissory Note were negotiated, executed and delivered in the State of Georgia, and shall be governed and construed in accordance with the law of the State of Georgia. 7. MODIFICATION; IRREVOCABILITY. This Guaranty may not be changed orally, and no obligation of Guarantor can be released or waived by Lender or any officer or agent of Lender, except in writing signed by a duly authorized officer of Lender and bearing the seal of Lender. This Guaranty shall be irrevocable by Guarantor so long as the Promissory Note shall remain in effect and until all indebtedness guaranteed hereby has been completely repaid and all obligations and undertakings of Borrower under, by reason of, or pursuant to the Promissory Note have been completely performed. 8. NOTICES. Any and all notices, elections, demands, requests and responses thereto permitted or required to be given under this Guaranty must be given in accordance with the terms and provisions of the Stock Purchase Agreement. 9. BINDING EFFECT. The provisions of this Guaranty shall be binding upon the Guarantor and his successors, successors-in-title, heirs, legal representatives and assigns and shall inure to the benefit of Lender, its successors, successors-in-title, heirs, legal representatives and assigns. This Guaranty shall in no event be impaired by any change which may arise by reason of the dissolution of Borrower. 19. EXECUTION. Guarantor has executed this Guaranty individually and not as a partner of Borrower. 11. LEGALITY. If from any circumstances whatsoever fulfillment of any provisions of this Guaranty, at the time performance of such provision shall be due, shall involve transcending the limit of validity presently prescribed by any applicable usury statute or any other applicable law, with regard to obligations of like character and amount, then ipso facto the obligation to be fulfilled shall be reduced to the limit of such validity, so that in no event shall any exaction be possible under this Guaranty that is in excess of the current limit of such validity, but such obligation shall be fulfilled to the limit of such validity. The provisions of this paragraph shall control every other provision of this Guaranty. 12. ASSIGNMENT. The Guaranty is assignable by Lender, and any full or partial assignment hereof by Lender shall operate to vest in the assignee all rights and powers herein conferred upon and granted to Lender and so assigned by Lender. [Remainder of page intentionally left blank. Signature on next page.] 3 [Signature page of Guaranty Agreement.] IN WITNESS WHEREOF, Guarantor has executed this Agreement as of the date first above written. GUARANTOR: /s/ Ronald A. Potts ------------------------------------- Ronald A. Potts, Individually 4 EX-10.39 40 g77012exv10w39.txt AGREEMENT TO REPURCHASE SHARES BY RONALD A. PORTS EXHIBIT 10.39 From the desk of RONALD A. POTTS January 23, 2002 Mr. Kendall Combs 2424 W. Highway 76 Branson, Missouri 65616 RE: $100,000 Loan from Kendall Combs to Oasis Group, Inc. dated January 23, 2002 Dear Mr. Combs: In addition to pledging my personal guarantee in connection with the above captioned transaction, I hereby agree to, on or before April 30, 2002, purchase the 50,000 common shares of Oasis Group, Inc. capital stock (the "Stock") that you are receiving pursuant to the above captioned transaction, for the amount of $50,000. You, of course, have the option of holding or otherwise liquidating the Stock and you certainly don't have any obligation to accept my agreement to purchase the Stock as set forth herein. Please kindly advise me in writing, on or before March 31, 2002, as to whether or not you are accepting my agreement to purchase the Stock as set forth herein. Sincerely, /s/ Ronald A. Potts ----------------------------------- RONALD A. POTTS 490 REGATTA BAY BOULEVARD DESTIN, FLORIDA 32541 TELEPHONE: (850) 269-3804 TELEFAX: (850) 269-3806 EX-10.40 41 g77012exv10w40.txt SUBSCRIPTION AGREEMENT EXHIBIT 10.40 SUBSCRIPTION AGREEMENT THE INVESTOR IS REQUIRED TO MARK BOXES TO INDICATE WHICH REPRESENTATIONS AND WARRANTIES IT IS MAKING UNDER PART 1 HEREOF. Ladies and Gentlemen: By executing this Subscription Agreement, the undersigned (the "Investor") hereby irrevocably subscribes for the number of series A preferred shares (the "Series A Preferred Shares") of Oasis Group, Inc., a private Georgia Corporation, (the "Company") listed on the signature page hereto. As consideration for the Series A Preferred Shares the Subscriber has agreed to assign those certain contracts for the purchase and sale of the real estate described in the attached Exhibit A and referred to as Route 66, Athens, Townsend, Wisconsin-Dell, Plum Creek, Joe Creek, Watts Bar and I-75 I-40. Pursuant to this agreement, the Subscriber will be entitled to receive a portion of the total shares set forth on the signature page hereto upon the closing of each property referred to above at the following rate:
CLOSING % VALUATION SHARES ACCRUED -------------- ----------- -------------- Route 66 7.01% 560,573 Athens 21.02% 1,681,719 Townsend 2.34% 186,858 Wisconsin-Dell 26.46% 2,117,098 Plum Creek 1.71% 137,029 Joe Creek 2.92% 233,572 Watts Bar 33.09% 2,647,150 I75 & I40 5.45% 436,001
This Subscription Agreement shall not be valid and binding on the Company unless and until accepted by the Company. The Investor understands that the Shares may be acquired hereunder only by investors who are able to make all required representations and warranties under Part I and Part II below. REPRESENTATIONS AND WARRANTIES The Investor makes representations and warranties in this Subscription Agreement in order to permit the Company to determine the suitability of the Shares as an investment for the Investor and to determine the availability of the exemptions relied upon by the Company from registration under Section 5 of the United States Securities Act of 1933, as amended, and the regulations promulgated thereunder (the "Securities Act"). PART I: REPRESENTATIONS AS TO ACCREDITED INVESTOR STATUS TO ESTABLISH THAT THE INVESTOR IS AN "ACCREDITED INVESTOR" AS DEFINED IN RULE 501(a) PROMULGATED UNDER THE SECURITIES ACT, THE INVESTOR MUST MARK AT LEAST ONE BOX BELOW, THEREBY MAKING THE REPRESENTATION SET FORTH BESIDE THE MARKED BOX. [ ] The Investor is a natural person whose individual net worth, or joint net worth with that person's spouse, at the time of the Investor's purchase exceeds $1,000,000. [ ] The Investor is a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person's spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year. [ ] The Investor is a bank as defined in Section 3(a)(2) of the Securities Act or a savings and loan association or any other institution as defined in Section 3(a)(5)(A) of the Securities Act. [ ] The Investor is a broker dealer registered pursuant to Section 15 of the United States Securities Exchange Act of 1934, as amended. [ ] The Investor is an insurance company as defined in Section(2)(13) of the Securities Act. [ ] The Investor is an investment company registered under the Investment Company Act or a business development company as defined in Section 2(a)(48) of that Act. [ ] The Investor is a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the U.S. Small Business Investment Act of 1958, as amended. [ ] The Investor is a plan established and maintained by a state within the United States, one or more political subdivisions of such a state, or any agency or instrumentality of such a state or its political subdivisions, for the benefit of its employees, with total assets in excess of $5,000,000. 2 [ ] The Investor is an employee benefit plan within the meaning of the U.S. employee Retirement Income Security Act of 1974, as amended ("ERISA"), (i) the investment decision for which is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company, or registered investment advisor or (ii) which has total assets in excess of $5,000,000 or (iii) which is a self-directed plan with investment decisions made solely by persons that are Accredited Investors. [ ] The Investor is a private business development company as defined in Section 202(a)(22) of the U.S. Investment Advisers Act of 1940. [ ] The Investor is an organization that is described in Section 501(c)(3) of the U.S. Internal Revenue Code of 1986, as amended, a corporation, a Massachusetts or similar business trust, or a partnership, in any case that was not formed for the specific purpose of acquiring the Shares, with total assets in excess of $5,000,000. [X] The Investor is a director or executive officer (as defined in Rule 502(f) promulgated under the Securities Act) of the Company. [ ] The Investor is a trust with total assets of $5,000,000, not formed for the specific purpose of acquiring the Shares, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) promulgated under the Securities Act. [ ] The Investor is an entity in which all of the equity owners are Accredited Investors. PART II. ADDITIONAL REPRESENTATIONS THE INVESTOR, BY SIGNING THIS SUBSCRIPTION AGREEMENT, WILL BE DEEMED TO HAVE MADE ALL REPRESENTATIONS AND WARRANTIES CONTAINED IN PARAGRAPHS 1 THROUGH 10 BELOW. 1. The Investor acknowledges that: (a) the Investor has been provided with information concerning the company and has had an opportunity to ask questions and to obtain such additional information concerning the Company as the Investor deems necessary in connection with the Investor's acquisition of interests in the Company; (b) information with respect to existing business and historical operating results of the Company and estimates and projections as to future operations involve significant subjective judgment and analysis, which may or may not be correct; (c) the Company cannot, and does not, make any representation or warranty as to the accuracy of the information concerning the past or future results of the Company. 2. The Investor has sought such accounting, legal and tax advice as the Investor considered necessary to make an informed investment decision. The Investor is experienced in investment and business matters (or has been advised by an investment advisor who is so experienced), and is aware of and can afford the risks of making such an investment, including the risk of losing the Investor's entire investment. 3. The Shares subscribed for herein will be acquired solely by and for the account of the Investor for investment and are not being purchased for resale or distribution. The Investor has no contract, undertaking, agreement or arrangement with any person to sell, transfer or pledge to such person or anyone else any of the Shares (or any portion thereof or interest therein) for which the Investor hereby subscribes, and the investor has no present plans or intentions to enter into any such contract, undertaking, agreement or arrangement. The financial condition of the Investor is such that the Investor has no need for liquidity with respect to the Investor's investment in the Shares and no need to dispose of any portion of the Shares to satisfy any existing or contemplated undertaking or 3 indebtedness; and the overall commitment by the Investor to investments which are not readily marketable is not disproportionate to the Investor's net worth and will not become excessive as a result of investment in the Shares. 4. The Investor understands that the Company has no obligation or intention to register the Shares under any U.S. federal or state securities act or law or the securities act or law of any other jurisdiction. 5. The Investor understands, represents, warrants and agrees that the Investor's Shares are not transferable, that the Investor will not, directly or indirectly, sell, assign, convey, hypothecate or otherwise transfer the Investor's Shares (or any portion thereof or interest therein) except in accordance with Securities Act of 1933 and other applicable state securities laws and that violation of the foregoing will cause such transfer to be void and need not be recognized by the Company. 6. The Investor warrants that the Investor has knowledge and experience in financial, investment and business matters and that the Investor is capable of evaluating the merits and risks of an investment in the Shares. 7. The Investor has relied solely upon his own independent investigations in making the decision to purchase the Shares subscribed for herein. 8. The Investor expressly acknowledges that: (a) No federal, state or other governmental agency has passed upon the adequacy or accuracy or the information concerning the Company or made any finding or determination as to the fairness of the investment, or any recommendation or endorsement of the Shares as an investment. (b) The Investor is not dependent upon a current cash return with respect to the Investor's investment in the Shares, and the Investor understands that distributions are not required to be made and that returns on an investment in the Shares may not be realized for years. (c) The Shares are being offered and sold to prospective purchasers directly, and neither the Company nor any person acting on behalf of the Company has offered to sell the Shares to the Investor by means of any form of general solicitation or advertising, such as media advertising or public seminars. 9. The Investor (i) if an individual, is at least 21 years of age; (ii) if a partnership, is comprised of partners all of whom are at least 21 years of age; and (iii) if a corporation, partnership, trust or other like entity, is authorized and otherwise duly qualified to purchase and hold the Shares. The Investor has duly authorized, executed and delivered this Subscription Agreement and understands that the Company is not obligated to accept this Subscription Agreement and that this Subscription shall be valid and binding on the Company only upon acceptance by the Company. The Investor understands that if this Subscription Agreement is accepted and executed by the Company, the Investor will constitute a valid and legally binding obligation of the Investor and the Company. 10. The Investor certifies under penalties of perjury that (i) the Investor's taxpayer identification number (social security number for an individual Investor) as set forth on the signature page hereof is correct; (ii) the Investor's home address (in the case of an individual) or office address (in the case of an entity) as set forth on the signature page hereof is correct; and (iii) the Investor is not subject to backup withholding either because the Investor has not been notified by the Internal Revenue Service ("IRS") that the Investor is subject to backup withholding as a result of a failure to report all interest or dividends, or because the Investor has been notified by the IRS that the Investor is no longer subject to backup withholding. MISCELLANEOUS 1. Successors and Assigns. Upon acceptance by the Company, this Subscription Agreement, and all of the obligations of the Investor hereunder, and all of the representations and warranties by the Investor herein, shall be binding upon the heirs, executors, administrators, personal representatives, successors and assigns of the Investor. 4 2. Governing Law. This Subscription Agreement shall be construed in accordance with, and governed in all respects by, the laws of the State of Georgia. 3. Indemnification. The Investor agrees to indemnify the Company, its officers and managers for any and all claims or losses (including attorneys' fees) incurred by them as a result of the incorrectness of the Investor's representations and warranties contained herein, including but not limited to, claims arising under federal and state securities laws and common law claims. [Remainder of page intentionally left blank] 5 SIGNATURE PAGE TO SERIES A PREFERRED STOCK SUBSCRIPTION AGREEMENT FOR RONALD A. POTTS Executed at Atlanta , GA this 27th day ---------------------------- ---------------- ---------- CITY STATE of June , 2002. ------------------------------ THE INVESTOR: Ronald A. Potts ------------------------------------------- Please print or type legal name of Investor as it should appear on stock certificate and in stockholder records By: /s/ Ronald A. Potts ---------------------------------------- Sign here Its: --------------------------------------- If signatory is executing on behalf of an entity, please indicate signatory's title or office with such entity Number of Shares of Series A Preferred Stock Subscribed for: 8,000,000 Total Consideration: Real Property Contract referred to in Exhibit A. Taxpayer I.D. Number or Social Security Number: ------------------------------------ Print or type address, telephone number and fax number preferred for stockholder communications: Address: ----------------------------------- ------------------------------------------- ------------------------------------------- Telephone: --------------------------------- Fax: --------------------------------------- Accepted this 27th day of June , 2002 ----- ---------------- By: /s/ Peggy A. Evans ------------------------------------- Title: Chief Financial Officer ---------------------------------- - ------------------------------------------------------------------------------- * If the Investor is a corporation, trust, partnership, or other entity, please attach a copy of the resolutions, trust instrument, partnership agreement or similar document (or in lieu thereof, an opinion of counsel) showing the corporation, trust, partnership or other entity has authority to purchase the Shares and showing that the signatory above may act on its behalf in making this investment. 6 EXHIBIT A Assignment and agreement regarding real estate referred to as Route 66. Assignment and agreement regarding real estate referred to as Athens. Assignment and agreement regarding real estate referred to as Townsend. Assignment and agreement regarding real estate referred to as Wisconsin-Dell. Assignment and agreement regarding real estate referred to as Plum Creek. Assignment and agreement regarding real estate referred to as Joe Creek. Assignment and agreement regarding real estate referred to as Watts Bar. Assignment and agreement regarding real estate referred to as I75 I40. 7 EX-10.41 42 g77012exv10w41.txt SUBSCRIPTION AGREEMENT EXHIBIT 10.41 SUBSCRIPTION AGREEMENT THE INVESTOR IS REQUIRED TO MARK BOXES TO INDICATE WHICH REPRESENTATIONS AND WARRANTIES IT IS MAKING UNDER PART 1 HEREOF. Ladies and Gentlemen: By executing this Subscription Agreement, the undersigned (the "Investor") hereby irrevocably subscribes for the number of series A preferred shares (the "Series A Preferred Shares") of Oasis Group, Inc., a private Georgia Corporation, (the "Company") listed on the signature page hereto. As consideration for the Series A Preferred Shares the Subscriber has agreed to assign that certain contract for the purchase and sale of the real estate referred as the Wisconsin Dell property which contract and assignment are attached hereto as Exhibit A (the "Wisconsin Dell Contract"). Pursuant to this agreement, the Subscriber will be entitled to receive such Series A Preferred Shares as indicated on the signature page hereto upon the closing of the Wisconsin Dell Contract. This Subscription Agreement shall not be valid and binding on the Company unless and until accepted by the Company. The Investor understands that the Shares may be acquired hereunder only by investors who are able to make all required representations and warranties under Part I and Part II below. REPRESENTATIONS AND WARRANTIES The Investor makes representations and warranties in this Subscription Agreement in order to permit the Company to determine the suitability of the Shares as an investment for the Investor and to determine the availability of the exemptions relied upon by the Company from registration under Section 5 of the United States Securities Act of 1933, as amended, and the regulations promulgated thereunder (the "Securities Act"). PART I: REPRESENTATIONS AS TO ACCREDITED INVESTOR STATUS TO ESTABLISH THAT THE INVESTOR IS AN "ACCREDITED INVESTOR" AS DEFINED IN RULE 501(a) PROMULGATED UNDER THE SECURITIES ACT, THE INVESTOR MUST MARK AT LEAST ONE BOX BELOW, THEREBY MAKING THE REPRESENTATION SET FORTH BESIDE THE MARKED BOX. [ ] The Investor is a natural person whose individual net worth, or joint net worth with that person's spouse, at the time of the Investor's purchase exceeds $1,000,000. [ ] The Investor is a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person's spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year. [ ] The Investor is a bank as defined in Section 3(a)(2) of the Securities Act or a savings and loan association or any other institution as defined in Section 3(a)(5)(A) of the Securities Act. [ ] The Investor is a broker dealer registered pursuant to Section 15 of the United States Securities Exchange Act of 1934, as amended. [ ] The Investor is an insurance company as defined in Section(2)(13) of the Securities Act. [ ] The Investor is an investment company registered under the Investment Company Act or a business development company as defined in Section 2(a)(48) of that Act. [ ] The Investor is a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the U.S. Small Business Investment Act of 1958, as amended. [ ] The Investor is a plan established and maintained by a state within the United States, one or more political subdivisions of such a state, or any agency or instrumentality of such a state or its political subdivisions, for the benefit of its employees, with total assets in excess of $5,000,000. [ ] The Investor is an employee benefit plan within the meaning of the U.S. employee Retirement Income Security Act of 1974, as amended ("ERISA"), (i) the investment decision for which is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company, or registered investment advisor or (ii) which has total assets in excess of $5,000,000 or (iii) which is a self-directed plan with investment decisions made solely by persons that are Accredited Investors. [ ] The Investor is a private business development company as defined in Section 202(a)(22) of the U.S. Investment Advisers Act of 1940. [ ] The Investor is an organization that is described in Section 501(c)(3) of the U.S. Internal Revenue Code of 1986, as amended, a corporation, a Massachusetts or similar business trust, or a partnership, in any case that was not formed for the specific purpose of acquiring the Shares, with total assets in excess of $5,000,000. [X] The Investor is a director or executive officer (as defined in Rule 502(f) promulgated under the Securities Act) of the Company. [ ] The Investor is a trust with total assets of $5,000,000, not formed for the specific purpose of acquiring the Shares, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) promulgated under the Securities Act. 2 [ ] The Investor is an entity in which all of the equity owners are Accredited Investors. PART II. ADDITIONAL REPRESENTATIONS THE INVESTOR, BY SIGNING THIS SUBSCRIPTION AGREEMENT, WILL BE DEEMED TO HAVE MADE ALL REPRESENTATIONS AND WARRANTIES CONTAINED IN PARAGRAPHS 1 THROUGH 10 BELOW. 1. The Investor acknowledges that: (a) the Investor has been provided with information concerning the company and has had an opportunity to ask questions and to obtain such additional information concerning the Company as the Investor deems necessary in connection with the Investor's acquisition of interests in the Company; (b) information with respect to existing business and historical operating results of the Company and estimates and projections as to future operations involve significant subjective judgment and analysis, which may or may not be correct; (c) the Company cannot, and does not, make any representation or warranty as to the accuracy of the information concerning the past or future results of the Company. 2. The Investor has sought such accounting, legal and tax advice as the Investor considered necessary to make an informed investment decision. The Investor is experienced in investment and business matters (or has been advised by an investment advisor who is so experienced), and is aware of and can afford the risks of making such an investment, including the risk of losing the Investor's entire investment. 3. The Shares subscribed for herein will be acquired solely by and for the account of the Investor for investment and are not being purchased for resale or distribution. The Investor has no contract, undertaking, agreement or arrangement with any person to sell, transfer or pledge to such person or anyone else any of the Shares (or any portion thereof or interest therein) for which the Investor hereby subscribes, and the investor has no present plans or intentions to enter into any such contract, undertaking, agreement or arrangement. The financial condition of the Investor is such that the Investor has no need for liquidity with respect to the Investor's investment in the Shares and no need to dispose of any portion of the Shares to satisfy any existing or contemplated undertaking or indebtedness; and the overall commitment by the Investor to investments which are not readily marketable is not disproportionate to the Investor's net worth and will not become excessive as a result of investment in the Shares. 4. The Investor understands that the Company has no obligation or intention to register the Shares under any U.S. federal or state securities act or law or the securities act or law of any other jurisdiction. 5. The Investor understands, represents, warrants and agrees that the Investor's Shares are not transferable, that the Investor will not, directly or indirectly, sell, assign, convey, hypothecate or otherwise transfer the Investor's Shares (or any portion thereof or interest therein) except in accordance with Securities Act of 1933 and other applicable state securities laws and that violation of the foregoing will cause such transfer to be void and need not be recognized by the Company. 6. The Investor warrants that the Investor has knowledge and experience in financial, investment and business matters and that the Investor is capable of evaluating the merits and risks of an investment in the Shares. 7. The Investor has relied solely upon his own independent investigations in making the decision to purchase the Shares subscribed for herein. 8. The Investor expressly acknowledges that: (a) No federal, state or other governmental agency has passed upon the adequacy or accuracy or the information concerning the Company or made any finding or determination as to the fairness of the investment, or any recommendation or endorsement of the Shares as an investment. 3 (b) The Investor is not dependent upon a current cash return with respect to the Investor's investment in the Shares, and the Investor understands that distributions are not required to be made and that returns on an investment in the Shares may not be realized for years. (c) The Shares are being offered and sold to prospective purchasers directly, and neither the Company nor any person acting on behalf of the Company has offered to sell the Shares to the Investor by means of any form of general solicitation or advertising, such as media advertising or public seminars. 9. The Investor (i) if an individual, is at least 21 years of age; (ii) if a partnership, is comprised of partners all of whom are at least 21 years of age; and (iii) if a corporation, partnership, trust or other like entity, is authorized and otherwise duly qualified to purchase and hold the Shares. The Investor has duly authorized, executed and delivered this Subscription Agreement and understands that the Company is not obligated to accept this Subscription Agreement and that this Subscription shall be valid and binding on the Company only upon acceptance by the Company. The Investor understands that if this Subscription Agreement is accepted and executed by the Company, the Investor will constitute a valid and legally binding obligation of the Investor and the Company. 10. The Investor certifies under penalties of perjury that (i) the Investor's taxpayer identification number (social security number for an individual Investor) as set forth on the signature page hereof is correct; (ii) the Investor's home address (in the case of an individual) or office address (in the case of an entity) as set forth on the signature page hereof is correct; and (iii) the Investor is not subject to backup withholding either because the Investor has not been notified by the Internal Revenue Service ("IRS") that the Investor is subject to backup withholding as a result of a failure to report all interest or dividends, or because the Investor has been notified by the IRS that the Investor is no longer subject to backup withholding. MISCELLANEOUS 1. Successors and Assigns. Upon acceptance by the Company, this Subscription Agreement, and all of the obligations of the Investor hereunder, and all of the representations and warranties by the Investor herein, shall be binding upon the heirs, executors, administrators, personal representatives, successors and assigns of the Investor. 2. Governing Law. This Subscription Agreement shall be construed in accordance with, and governed in all respects by, the laws of the State of Georgia. 3. Indemnification. The Investor agrees to indemnify the Company, its officers and managers for any and all claims or losses (including attorneys' fees) incurred by them as a result of the incorrectness of the Investor's representations and warranties contained herein, including but not limited to, claims arising under federal and state securities laws and common law claims. [Remainder of page intentionally left blank] 4 SIGNATURE PAGE TO SERIES A PREFERRED STOCK SUBSCRIPTION AGREEMENT FOR RONALD A. POTTS Executed at Atlanta , GA this 27th ---------------------------- ---------------- ---------- CITY STATE day of June , 2002. ------------------------------ THE INVESTOR: Peggy A. Evans ------------------------------------------- Please print or type legal name of Investor as it should appear on stock certificate and in stockholder records By: /s/ Peggy A. Evans ---------------------------------------- Sign here Its: --------------------------------------- If signatory is executing on behalf of an entity, please indicate signatory's title or office with such entity Number of Shares of Series A Preferred Stock Subscribed for: 2,000,000 Total Consideration: Real Property Contract referred to in Exhibit A. Taxpayer I.D. Number or Social Security Number: ------------------------------------ Print or type address, telephone number and fax number preferred for stockholder communications: Address: ----------------------------------- ------------------------------------------- ------------------------------------------- Telephone: --------------------------------- Fax: --------------------------------------- Accepted this 27 day of June , 2002 ----- ------------ By: /s/ Peggy A. Evans ---------------------------- Title: Chief Financial Officer ------------------------- - ------------------------------------------------------------------------------- * If the Investor is a corporation, trust, partnership, or other entity, please attach a copy of the resolutions, trust instrument, partnership agreement or similar document (or in lieu thereof, an opinion of counsel) showing the corporation, trust, partnership or other entity has authority to purchase the Shares and showing that the signatory above may act on its behalf in making this investment. 5 EXHIBIT A Assignment and agreement regarding real estate referred to as Wisconsin-Dell. 6 EX-23.2 43 g77012exv23w2.txt CONSENT OF BRAVERMAN & COMPANY, P.C. EXHIBIT 23.2 CONSENT OF CERTIFIED PUBLIC ACCOUNTANTS We consent to the use in this Registration Statement on Form S-4 of Rainwire Partners, Inc. of our report dated April 28, 2002, relating to the financial statements of Rainwire Partners, Inc., which appear in such Registration Statement. We also consent to the reference to us under the heading "Experts" in such Registration Statement. /s/ Braverman & Company, P.C. Certified Public Accountants Prescott, Arizona July 23, 2002 EX-23.3 44 g77012exv23w3.txt CONSENT OF BRAVERMAN & COMPANY, P.C. EXHIBIT 23.3 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the use in this Registration Statement on Form S-4 of Rainwire Partners, Inc. of our report dated June 20, 2002, relating to the financial statements of Oasis Group, Inc., which appear in such Registration Statement. We also consent to the reference to us under the heading "Experts" in such Registration Statement. /s/ Braverman & Company, P.C. Certified Public Accountants Prescott, Arizona July 23, 2002 EX-23.4 45 g77012exv23w4.txt CONSENT OF POWELL & BOOTH, P.C. EXHIBIT 23.4 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the use in this Registration Statement on Form S-4 of Rainwire Partners, Inc. of our reports dated July 24, 2001 relating to the financial statements of Oasis Group, Inc., which appear in such Registration Statement. We also consent to the reference to us under the heading "Experts" in such Registration Statement. Powell & Booth, P.C. Atlanta, Georgia July 23, 2002 -----END PRIVACY-ENHANCED MESSAGE-----


Delaware	7370	57-0941152
(State or other Jurisdiction)	(Primary Standard Industrial Classification code Number)	(I.R.S. Employer Identification No.)






		Proposed Maximum	Proposed Maximum	Amount of
Title of Each Class of	Amount to be	Offering Price Per	Aggregate	Registration
Securities to be Registered	Registered	Unit(1)	Offering Price	Fee


Common Stock $.001 Par Value Per Share	16,289,141	$0.06	$977,348.46	$233.59

Total	16,289,141	$0.06	$977,348.46	$233.59


FORWARD-LOOKING STATEMENTS
QUESTIONS AND ANSWERS ABOUT THE SHARE EXCHANGE AND RELATED TRANSACTIONS
	The Share Exchange
	The Companies
	Certain Consequences of the Share Exchange
	Reasons for the Approval of the Share Exchange Agreement by the Rainwire Board
	Written Consent
	Reasons for the Approval of the Share Exchange by Oasis Board
	Oasis Shareholder Vote
	Voting by Directors and Executive Officers
	Conflicts of Interest
	Closing and Conditions of the Share Exchange
	Termination of the Share Exchange Agreement
	The Share Exchange Consideration
	Federal Income Tax Consequences
	Accounting Treatment
	Disposition of Current Operations
	Dissenter’s Rights
	Market for Rainwire Common Stock
	The Amendments to Rainwire’s Certificate of Incorporation
	Rainwire Partners, Inc. 2000 Stock Option Plan
RISK FACTORS
	Risks Related to the Business
	Risks Related to the Offering
PRO FORMA FINANCIAL INFORMATION
PRO FORMA NARRATIVE
THE ACQUISITION OF OASIS GROUP, INC.
	Background of the Offer and the Acquisition
	Approval of the Rainwire Board
	Reasons for the Approval of the Rainwire Board
	Approval of the Oasis Board
	Reasons for the Approval of the Oasis Board
	Accounting Treatment
	Regulatory Matters
	Federal Income Tax Consequences
	General Terms of Share Exchange Agreement
BACKGROUND INFORMATION ON RAINWIRE PARTNERS, INC.
	Description of Business
	Employees
	Properties
	Legal Proceedings
	Market For Common Equity And Related Stockholder Matters
	Management’s Discussion and Analysis of Financial Condition and Results of Operations
	Financial Statements
	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
	Rainwire’s Management and Executive Compensation
	Security Ownership of Certain Beneficial Owners and Management
BACKGROUND INFORMATION ON OASIS GROUP, INC.
	Description of Business
	Real Estate Acquisitions
	Residential Mortgage Operations
	Stock Acquisition Agreement with Landmark Mortgage Corporation and Statewide Mortgage and Investments Corp.
	Market for Common Equity And Related Stockholder Matters
	Management’s Discussion and Analysis of Financial Condition and Results of Operations
	Oasis’ Management and Executive Compensation
	Security Ownership of Certain Beneficial Owners and Management
THE REVERSE SPLIT
	Approval of the Rainwire Board
	Reasons for the Approval of the Rainwire Board
THE AUTHORIZED SHARE INCREASE
	Approval of the Rainwire Board
	Reasons for the Approval of the Rainwire Board
THE NAME CHANGE
	Approval of the Rainwire Board
	Reasons for the Approval of the Rainwire Board
RAINWIRE PARTNERS, INC. 2000 STOCK OPTION PLAN
	Approval of the Rainwire Board
	Reasons for the Approval of the Rainwire Board
CERTAIN SECURITIES LAWS CONSIDERATIONS
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
OUTSTANDING STOCK AND APPRAISAL RIGHTS
	Rainwire Partners Inc.
	Oasis Group, Inc.
COMPARISON OF RIGHTS OF RAINWIRE STOCKHOLDERS AND OASIS STOCKHOLDERS
LEGAL MATTERS
EXPERTS
WHERE YOU CAN FIND MORE INFORMATION
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
INDEPENDENT AUDITOR’S REPORT
	Item 2. Plan of Operation
INDEPENDENT AUDITOR’S REPORT
INDEPENDENT AUDITOR’S REPORT
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
SIGNATURES
Amended and Restated Bylaws
Articles of Incorporation
Amended and Restated Articles of Incorporation
Articles of Amendment to Articles of Incorporation
Certificate of Designation
Amended and Restated Bylaws
Assignment and Assumption of Real Estate Sale
Real Estate Sale and Purchase Agreement
Amendment to Purchase and Sale Agreement
Second Amendment to Purchase and Sale Agreement
Third Amendment to Real Estate Sale Agreement
Assignment and Assumption of Real Estate Sale
Real Estate Sale and Purchase Agreement
Second Amendment to Real Estate Sale Agreement
Third Amendment to Real Estate Sale and Agreement
Assignment and Assumption of Real Estate Sale
Real Estate Sale and Purchase Agreement
Second Amendment to Real Estate Sale Agreement
Assignment and Assumption of Real Estate Sale
Real Estate sale and Purchase Agreement
Second Amendment to Real Estate Sale Agreement
Assignment and Assumption of Real Estate Sale
Second Amendment to Real Estate Sale Agreement
Second Amendment to Real Estate Sale Agreement
Third Amendment to Real Estate Sale and Agreement
Sale and Purchase Agreement
Real Estate Sale and Purchase Agreement
Promissory Note for $950,000
Promissory Note for $3,000,000
Promissory Note for $125,000
Guaranty Agreement By Ronald A. Ports
Agreement to Repurchase Shares
Promissory Note for $50,000
Guaranty Agreemrnt By Ronald A. Ports
Agreement to Repurchase Shares
Promissory Note for $100,000
Guaranty Agreemrnt By Ronald A. Ports
Agreement to Repurchase Shares By Ronald A. Ports
Subscription Agreement
Subscription Agreement
Consent of Braverman & Company, P.C.
Consent of Braverman & Company, P.C.
Consent of Powell & Booth, P.C.


		Page

LEGAL MATTERS			71
EXPERTS			72
WHERE YOU CAN FIND MORE INFORMATION			72
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES			73
ANNEX A:	Amended and Restated Plan and Agreement to Exchange Stock by and between Rainwire and Oasis
ANNEX B:	Appraisal and Dissenter’s Rights Statutes (Delaware and Georgia)
ANNEX C:	Form of Proxy


Q:		WHAT IS THE SHARE EXCHANGE AGREEMENT?

A:		Rainwire Partners, Inc. will acquire Oasis Group, Inc. in a stock exchange whereby the Shareholders of Oasis will receive shares of Rainwire. Oasis will become a wholly owned subsidiary of Rainwire and the Oasis shareholders as a group will receive 16,289,141 shares of the Rainwire common stock, or approximately 94.25% ownership of Rainwire on a fully-diluted basis. For more information on the Share Exchange Agreement, see “Annex A: Plan and Agreement to Exchange Stock.”

Q:		WHY DID RAINWIRE AND OASIS AGREE TO THE SHARE EXCHANGE AGREEMENT?

A:		Rainwire Partners, Inc.

		On December 31, 2000, Rainwire’s management adopted a plan to discontinue the operations of Rainwire, to liquidate its assets, and to acquire a potentially profitable company. Rainwire’s Board of Directors believes that the terms and provisions of the Share Exchange Agreement provide Rainwire with an opportunity to acquire a potentially profitable company are fair and in the best interests of Rainwire and its stockholders.

		However, Rainwire’s shareholders are cautioned that they will suffer significant dilution as a result of the Share Exchange (see Risk Factors — “Current Rainwire shareholders will suffer immediate and substantial dilution under terms of the Share Exchange Agreement”). In addition, because Rainwire’s business will become that of Oasis after the Share Exchange, and because Oasis is a development stage company (see Risk Factors — “Oasis is a development stage company and has no significant operating history”), Rainwire’s shareholders are urged to carefully read the information provided in this Information Statement/ Proxy Statement/ Prospectus, including the financial statements provided herein.

		For more information on the reasons Rainwire has approved the Share Exchange Agreement, see “The Acquisition of Oasis Group, Inc. — Reasons for the Approval of the Rainwire Board.”

		Oasis Group, Inc.

		Oasis’ board of directors determined that a reverse merger was the best vehicle to position Oasis in the public market. After discussions with the officers and directors of Rainwire, Oasis’ board of directors believed that its familiarity with Rainwire and Rainwire’s lack of current operations allowed Oasis to negotiate favorable terms and provisions in the Share Exchange Agreement, which Oasis believes will provide it with the least expensive and best opportunity to achieve its goal of reaching the public market.

		However, Oasis’ shareholders are cautioned that Rainwire has incurred significant losses to date, currently has no operations (see Risk Factors — “Rainwire has incurred significant losses”), and its stock price may be adversely affected because it trades on the OTC Bulletin Board (see Risk Factors — “Our common stock is traded on the over the counter bulletin board and, as a result, there may be limited trading volume in the stock, as well as a greater spread between “bid” and “asked” prices”).

		For more information on the reasons Oasis has approved the Share Exchange, see “The Acquisition of Oasis Group, Inc. — Reasons for the Approval of the Oasis Board.”

Q:		WHAT APPROVALS ARE REQUIRED?

A:		Rainwire Partners, Inc.

		The approval of the Share Exchange Agreement and related transactions required the affirmative vote of the holders of a majority of the shares issued, outstanding and entitled to vote. On


Rainwire Partners, Inc.		Oasis Group, Inc.
8215 Roswell Road		8215 Roswell Road
Suite 925		Suite 925
Atlanta, Georgia 30350		Atlanta, Georgia 30350


Lyne Marchessault		Ronald A. Potts
President		President and Chief Executive Officer
Rainwire Partners, Inc.		Oasis Group, Inc.


	By Order of the Board of Directors,

	RONALD A. POTTS
	President


		December 20, 2001, Rainwire had 9,909,886 shares of common stock issued and outstanding and 500,000 shares of Series D Convertible Preferred Stock issued and outstanding, entitled to 10 votes per share. A written consent of the majority of the shareholders of Rainwire representing 3,712,811 shares of the common stock and 500,000 shares of the Series D Convertible Preferred Stock, which approved the foregoing was executed on December 20, 2001.

		Oasis Group, Inc.

		The approval of the Share Exchange Agreement requires the affirmative vote of the holders of a majority of the shares issued, outstanding and entitled to vote.

Q:		WHAT IS THE PURPOSE OF THIS INFORMATION STATEMENT/ PROXY STATEMENT/ PROSPECTUS?

A:		This document serves as Rainwire’s Information Statement and Prospectus and as Oasis’ Proxy Statement. As an Information Statement, this document is being provided to Rainwire’s shareholders to inform them that the holders of shares of Rainwire representing approximately 58.4% of the voting power of Rainwire stock have delivered to Rainwire a written consent approving the Share Exchange Agreement, amendments to Rainwire’s Amended and Restated Certificate of Incorporation, and the Rainwire Partners, Inc. 2000 Stock Option Plan. Under Delaware law, the amendments to Rainwire’s certificate of incorporation and Stock Option Plan must be approved by a majority of Rainwire’s Shareholders.

		As a Proxy Statement/ Prospectus, this document is being provided to Oasis’ shareholders by Oasis because Oasis’ Board of Directors is soliciting the Oasis’ shareholders approval for the Share Exchange Agreement, and by Rainwire because Rainwire is offering Oasis shareholders shares of Rainwire common stock in exchange for their shares of Oasis common stock if the Share Exchange is completed.

Q:		WHAT DO I NEED TO DO NOW?

A:		Rainwire Partners, Inc.

		Shareholders of Rainwire do not need to do anything at this time. The board of directors and a majority of the shareholders of Rainwire have already approved the Share Exchange. However, Rainwire’s shareholders are urged to carefully read and consider the information contained in this Information Statement/ Proxy Statement/ Prospectus.

		Oasis Group, Inc.

		After carefully reading and considering the information contained in this Information Statement/ Proxy Statement/ Prospectus, indicate on your proxy card how you want to vote and sign and mail it in the enclosed return envelope as soon as possible so that your shares will be represented at the shareholders meeting.

		The special meeting will be at [ ] on [ ] at [ ] local time. If you are a holder of record, you may attend the special meeting and vote your shares in person rather than signing and mailing your proxy.

Q:		WHAT IF I DO NOT VOTE?

A:		Pursuant to Section 14-2-1103 of the Georgia Business Corporation Code shareholders of Oasis must approve the Share Exchange by a majority of shares entitled to vote. Accordingly, a failure to respond or an abstention will have the same effect as a vote AGAINST adoption of the Share Exchange Agreement. If you return your proxy signed but do not indicate how you want to vote, your proxy will be counted as a vote “FOR” the Share Exchange.


Q:		CAN OASIS SHAREHOLDERS CHANGE THEIR VOTE AFTER THEY HAVE MAILED THEIR PROXY?

A:		Yes. You can change your vote by sending in a later-dated, signed proxy card before the shareholders meeting of Oasis, or by attending the meeting in person and voting differently. You can also revoke any proxy before the shareholders meeting by sending a written notice to Oasis.

Q:		WHY ARE RAINWIRE’S SHAREHOLDERS BEING PROVIDED WITH THIS INFORMATION STATEMENT?

A:		The Securities and Exchange Commission and federal securities laws require that Rainwire provide its holders of voting securities with notice of corporate action undertaken by written consent if proxies were not solicited. We are providing you with this Information Statement because the Amendments to the Certificate of Incorporation and Share Exchange Agreement were approved by the written consent of the holders of a majority of Rainwire’s stock and proxies were not required to be solicited.

Q:		WHAT RIGHTS DO I HAVE IF I OPPOSE THE SHARE EXCHANGE?

A:		Both Rainwire and Oasis shareholders may dissent and seek an appraisal of the fair market value of their shares, but only if they comply with all Delaware or Georgia laws and procedures, as appropriate. For more information, see “Outstanding Stock and Appraisal Rights” and “Exhibit B: Appraisal Rights Statute.”

Q:		WHEN DO YOU EXPECT THE SHARE EXCHANGE TO BE COMPLETED?

A:		If all conditions to closing have been satisfied, the parties will close the Share Exchange as soon as possible, but not before the greater of 20 days after this Information Statement/ Proxy Statement/ Prospectus is mailed to the Rainwire shareholders and the approval of greater than 50% of the Oasis shareholders is received.

Q:		WHERE SHOULD I SEND MY STOCK CERTIFICATE?

A:		Oasis shareholders should not send in their stock certificates with their proxy. You must keep your stock certificate until after the Share Exchange has been approved, at which time you will receive a letter of transmittal describing how you may exchange your Oasis stock certificate for certificates representing shares of Rainwire common stock. At that time, you will have to submit your Oasis stock certificates to the exchange agent with your completed letter of transmittal. Rainwire stockholders do not need to do anything with their stock certificates.

Q:		ARE THEIR RISKS I SHOULD CONSIDER IN DECIDING WHETHER TO VOTE FOR THE SHARE EXCHANGE?

A:		Yes. The section entitled “Risk Factors” beginning on page [ ] of this Information Statement/ Proxy Statement/ Prospectus describes a number of risks that you should consider in connection with the Share Exchange.

Q:		WHAT IS THE REVERSE SPLIT?

A:		In connection with the Share Exchange, on December 19, 2001, Rainwire’s Board of Directors approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to effect a one-for-twenty reverse stock split of the Company’s issued outstanding Common Stock (the “Reverse Split”). The amendment was approved in a written consent executed by the holders of more than a majority of the outstanding shares of Common Stock. Pursuant to the Reverse Split, each of the twenty shares of Rainwire’s Common issued and outstanding will be reclassified as, and exchanged for, one share of newly issued Common Stock.


Q:		WHY DID RAINWIRE INCREASE ITS AUTHORIZED SHARES OF COMMON STOCK?

A:		The Rainwire Board of Directors considered many factors in deciding to increase Rainwire’s authorized shares of Common Stock, including to effect the Share Exchange. See “The Acquisition of Oasis Group, Inc. — Reasons for the Approval of the Rainwire Board.”

Q:		WHY IS RAINWIRE PROPOSING APPROVAL OF THE RAINWIRE 2000 STOCK OPTION PLAN?

A:		Rainwire’s Board of Directors believes that the grant of equity-based awards such as stock options is a highly effective way to align the interests of employees, directors and consultants of Rainwire with those of stockholders and provides a cost-effective means of encouraging their contributions to the success of Rainwire.

Q:		WHOM SHOULD I CALL WITH ANY QUESTIONS:

A:		If you have more questions about the Share Exchange, or you need additional copies of this Information Statement/ Proxy Statement/ Prospectus or the enclosed proxy card, please contact:


	Because of our lack of funds and past losses, Rainwire’s independent accountant’s audit report states that there is substantial doubt about its ability to continue as a going concern.


	*Rainwire does not anticipate paying any dividends in the foreseeable future.*


	*Oasis is a development stage company and has no significant operating history.*


	*Oasis may be unable to raise additional funding to pursue our strategies which may harm our business.*


	*Change in Corporate Offices*


	*Change in Senior Management*


	*Change in Board of Directors*


	*Change in Business Operations*


	*Oasis business plan includes the acquisition of real property and/or businesses.*


	*Oasis’ real estate investments are relatively illiquid.*


	*Current Rainwire shareholders will suffer immediate and substantial dilution under terms of the Share Exchange Agreement.*


	*No investment banker was hired to review the fairness of the transaction.*


	*Various conflicts of interest existed during the negotiation of the Share Exchange Agreement.*


	•	Lyne Marchessault;

	•	John Hill; and

	•	Michael McLaughlin,


• Lyne Marchessault.		Approximately 4.6% of the outstanding common stock of Oasis
• Peggy A. Evans.		Approximately 4.3% of the outstanding common stock of Oasis
• John Hill.		Less than 1% of the outstanding common stock of Oasis
• Michael McLaughlin.		Less than 1% of the outstanding common stock of Oasis
• Ronald A. Potts.		Approximately 1.5% of the outstanding common stock of Rainwire on a fully-diluted basis


	Our common stock is traded on the over the counter bulletin board and, as a result, there may be limited trading volume in the stock, as well as a greater spread between “bid” and “asked” prices.


	*We will be subject to the penny stock rules which may adversely affect trading in our stock.*


	(1) Pro forma financial information as of December 31, 2001 and March 31, 2002.


													Pro Forma
													November 16, 1999
			Rainwire										(Inception)
			Partners,		Oasis					Pro			through
			Inc.		Group, Inc.			Pro Forma Adjustments		Forma			December 31, 2001

Revenues			$	—	$	2,453				$	2,453		$	2,453

Costs and Expenses
	General and administrative expenses			—		1,138,519					1,138,519			1,640,923
	Loss on abandonment of preacquisition costs and advances			—		243,212					243,212			243,212
	Unrecoverable advances to affiliate			—		114,925	a	$	114,925		—

		Total Costs and Expenses		—		1,496,656			114,925		1,381,731			1,884,135

Net Loss				—		(1,494,203	)		114,925		(1,379,278	)		(1,881,682	)
Other Comprehensive (loss)											—
	Unrealized holding gain (loss) on available-for-sale securities			—		(107,500	)				(107,500	)		(224,500	)

Comprehensive (loss)			$	—	$	(1,601,703	)	$	114,925	$	(1,486,778	)	$	(2,106,182	)

Net Loss per common share										$	(0.08	)

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING											16,925,052


c	elimination of liability to Oasis which Oasis has charged to expense



	Common Stock


Shares outstanding of Rainwire at March 31, 2002		19,909,886	19,910

Effect of reverse stock split of 20 for 1		995,494	996
Issuance of common stock by Rainwire to acquire The Oasis Group, Inc. (based on 2.5 Oasis shares outstanding for 1 Rainwire Share to be issued)		16,289,141	16,289

Shares outstanding after merger		17,284,635	17,285


	*Conditions Precedent to Obligations of Rainwire and Oasis to Consummate the Share Exchange Agreement*


		High		Low

2000
	First Quarter	$	0.35	$	0.08
	Second Quarter		0.375		0.06
	Third Quarter*		4.25		2.00
	Fourth Quarter		2.50		0.50
2001
	First Quarter		0.22		0.08
	Second Quarter		0.07		0.01
	Third Quarter		0.15		0.01
	Fourth Quarter		0.16		0.05
2002
	First Quarter		0.08		0.05


*	The common stock of the Company was consolidated 10 for 1 in July, 2000.


	Year ended December 31, 2001 Compared to year ended December 31, 2000


	Year ended December 2000 Compared to year ended December 1999



		Three Months Ended						Years Ended
		March 31,						December 31,

		2002			2001			2001			2000


		(In thousands, except per share data)
Statement of Operations Data:
	Revenue	$	0		$	0		$	0		$	0
	Net (Loss) from Continuing Operations		0			0			0			0
Discontinued Operations:
	(Loss) from operations of discontinued business		0			0			0			(1,495	)
	Provision for (loss) on disposal of the business		0			0			0			(578	)
Net (Loss) Attributable to Shareholders			0			0			0			(2,073	)
(Loss) Per Share (basic and diluted) (1)		$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.24	)


		As of			As of
		March 31, 2002			December 31, 2001


		(In thousands)
Balance Sheet Data:
	Cash and cash equivalents	$	0		$	1
	Working capital (deficiency)		(997	)		(998	)
	Total assets		0			1
	Redeemable preferred stock		103			103
	Shareholders’ equity (deficit)	$	(1,100	)	$	(1,100	)